Trekor Metals Ltd 40-F for FY2022
Trekor Metals Ltd (TGB)
About this 40-F
Trekor Metals Ltd filed this 40-F on March 31, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 391.61M CAD
- down 9.6% from 433.28M CAD a year earlier
- Net loss
- 25.97M CAD
- compared with net income of 36.47M CAD a year earlier
- Diluted EPS
- -0.09 CAD
- compared with 0.13 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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(Exact name of Registrant as specified in its charter)
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1040 |
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12th Floor -
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(Address and telephone number of Registrant's principal executive offices)
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(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to section 12(b) of the Act:
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Name Of Each Exchange On Which Registered |
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Common Shares, no par value |
NYSE American |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the
Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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INTRODUCTORY INFORMATION
Taseko Mines Limited (the "Company" or "Taseko") is a Canadian public company whose common shares are listed on the Toronto Stock Exchange, London Stock Exchange, and the NYSE American Exchange (the "NYSE American"). Taseko is a "foreign private issuer" as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is eligible to file this annual report on Form 40-F (the "Annual Report") pursuant to the multi-jurisdictional disclosure system (the "MJDS").
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits to this annual report are incorporated by reference herein:
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Document |
Exhibit No. |
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Annual Information Form of the Company for the year ended December 31, 2022 (the "AIF") |
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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
As a British Columbia corporation and a "reporting issuer" under Canadian securities laws, the Company is required to provide disclosure regarding its mineral properties in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Company uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the "CIM Definition Standards") adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the United States Securities and Exchange Commission (the "SEC") under the U.S. Exchange Act. These amendments became effective February 25, 2019 (the "SEC Modernization Rules"). The SEC Modernization Rules have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7 ("Guide 7"), which have been rescinded. The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules as the Company is presently a "foreign issuer" under the U.S. Exchange Act and entitled to file continuous disclosure reports with the SEC under the MJDS Disclosure System between Canada and the United States.
The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be substantially similar to the corresponding CIM Definitions.
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United States investors are cautioned that while the above terms are substantially similar to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven reserves", "probable reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not to assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that the Company reports are or will be economically or legally mineable.
Further, "inferred resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
For the above reasons, information contained in this Annual Report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
International Financial Reporting Standards
The Company is permitted under the MJDS to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States.
The Company's Audited Consolidated Financial Statements that are incorporated by reference into this Registration Statement have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB").
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule 13a-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Management's Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective as at December 31, 2022.
See "Internal and Disclosure Controls Over Financial Reporting" on page 29 of the MD&A incorporated herein by reference.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Internal Control over Financial Reporting
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the 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 may 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 of internal control over financial reporting to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) for the Company.
With the participation of the CEO and CFO, management carried out an evaluation of the Company's internal control over financial reporting as of December 31, 2022. In making this evaluation, the Company's management used the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.
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A copy of management's report on the effectiveness of our internal controls is included under "Management's Report on Internal Control Over Financial Reporting" on page 3 of our Audited Consolidated Financial Statements incorporated herein by reference.
Attestation Report of the Registered Public Accounting Firm
The Company is required to provide an attestation report of the Company's independent registered public accounting firm on internal control over financial reporting as of December 31, 2022. In this report, the Company's auditor, KPMG LLP, must state its opinion as to the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. KPMG LLP has audited the Company's internal controls over financial reporting and has issued an attestation report on the Company's internal control over financial reporting as of December 31, 2022 which is included in our Audited Consolidated Financial Statements incorporated herein by reference.
No Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT AND RISK COMMITTEE
The disclosure provided under "Composition of Audit and Risk Committee" on page 99 of our AIF is incorporated herein by reference. The Company's Board of Directors has established a separately-designated Audit and Risk Committee of the Board in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has determined that each of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Section 803 of the NYSE American LLC Company Guide.
AUDIT AND RISK COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors has determined that Peter Mitchell and Ron Thiessen, members of the Audit and Risk Committee of the Board, are audit committee financial experts (as that term is defined in Item 407 of Regulation S-K under the Exchange Act) and are independent directors under applicable laws and regulations and the requirements of the NYSE American Exchange.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under "Principal Accountant Fees and Services" on page 108 of our AIF is incorporated herein by reference. This disclosure includes the fees paid by the Company to KPMG LLP (PCAOB ID: 85) of Vancouver, British Columbia, Canada for professional services rendered during each of the years ended December 31, 2022 and 2021.
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AUDIT AND RISK COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The disclosure provided under "Audit and Risk Committee-Pre-Approval Policies and Procedures" on page 107 of our AIF is incorporated herein by reference.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
The disclosures provided under "Commitments and contingencies" on page 20 of our MD&A is incorporated herein by reference.
CODE OF ETHICS
The disclosure provided under "Code of Ethics" on page 108 of our AIF is incorporated herein by reference.
During the Company's fiscal year ended December 31, 2022, the Company did not (i) substantively amend its Code of Ethics or (ii) grant a waiver, including any implicit waiver, from any provision of its Code of Ethics with respect to any of the directors, executive officers or employees subject to it.
NYSE AMERICAN CORPORATE GOVERNANCE
The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE American, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).
Section 110 of the NYSE American company guide permits NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company's governance practices differ from those followed by domestic companies pursuant to NYSE American standards is contained on the Company's website at www.tasekomines.com (under the ESG / Corporate Governance and Code of Ethics tab).
The Company's governance practices also differ from those followed by U.S. domestic companies pursuant to NYSE American listing standards in the following manner:
Board Meetings
Section 802(c) of the NYSE American Company Guide requires that the Board of Directors hold meetings on at least a quarterly basis. The Board of Directors of the Company is not required to meet on a quarterly basis under the laws of the Province of British Columbia.
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Solicitation of Proxies
NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to applicable SEC proxy rules. Since the Company is a foreign private issuer, the equity securities of the Company are exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholders Approval for Dilutive Private Placement Financings
Section 713 of the NYSE American Company Guide requires that the Company obtain the approval of its shareholders for share issuances equal to 20 percent or more of presently outstanding shares for a price which is less than the greater of book or market value of the shares. This requirement does not apply to public offerings. There is no such requirement under British Columbia law or under the Company's home stock exchange rules (Toronto Stock Exchange ("TSX")) unless the dilutive financing:
(i) materially affects control of the issuer;
(ii) provides consideration to insiders in the aggregate of 10% or greater of the issuer's market capitalization or outstanding shares, or a non-diluted basis, where certain conditions are met; and
(iii) is in respect of private placement or an acquisition where the issuer will issue shares in excess of 25% of its presently outstanding shares, on a non-diluted basis.
The Company will seek a waiver from NYSE American's section 713 requirements should a dilutive private placement financing trigger the NYSE American shareholders' approval requirement in circumstances where the same financing does not trigger such a requirement under British Columbia law or under the TSX rules.
The Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE American. In particular, in addition to having a separate Audit and Risk Committee, the Company's Board of Directors has established a separately-designated Compensation Committee that materially meets the requirements for a compensation committee under section 805 of the NYSE American Company Guide, as currently in force.
Copies of the Company's corporate governance materials are available on the Company's website at www.tasekomines.com (under the ESG / Corporate Governance & Code of Ethics tab). In addition, the Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices, to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company's shareholders in connection with annual meetings of shareholders. Information on the Company's website is not incorporated by reference herein.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
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The Company's operations in the United States were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977 during the fiscal year ended December 31, 2022.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 31, 2023 |
TASEKO MINES LIMITED /s/ Bryce Hamming By: _______________________________________ |
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EXHIBIT INDEX
(1) Filed as an exhibit to this Annual Report on Form 40-F
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2022
AS AT MARCH 31, 2023
TABLE OF CONTENTS
FIGURES
| Figure 1: Location of Taseko's Properties | 16 |
APPENDIX A
| Audit and Risk Committee Charter |
INTRODUCTORY NOTES
Forward-Looking Statements
This Annual Information Form ("AIF"), including the documents incorporated by reference, contains forward-looking statements and forward-looking information (collectively referred to as "forward-looking statements") which may not be based on historical fact, including without limitation statements regarding our expectations in respect of future financial position, business strategy, future production, reserve potential, feasibility of development projects, exploration drilling, exploitation activities, events or developments that we expect to take place in the future, projected costs and plans and objectives, financial capacity to complete anticipated development projects, and anticipated effects of changes in taxation levels on the value of development projects. Often, but not always, forward-looking statements can be identified by the use of the words "believes", "may", "plan", "will", "estimate", "scheduled", "continue", "anticipates", "intends", "expects", "aim" and similar expressions.
Such statements reflect our current views with respect to future events and are subject to risks and uncertainties. These statements are necessarily based upon a number of estimates and assumptions that are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others:
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uncertainties about the future market price of copper and the other metals that we produce or may seek to produce;
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changes in general economic conditions, the financial markets, inflation and interest rates and in the demand and market price for our input costs, such as diesel fuel, reagents, steel, concrete, electricity and other forms of energy, mining equipment, and fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar, and the continued availability of capital and financing;
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the impact of rising interest rates by central banks on our current and future borrowing costs, including the impact that inflation could have on the estimated costs related to the construction of the Florence copper project (the "Florence Copper Project" or "Florence Copper";
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uncertainties resulting from the war in Ukraine, and the accompanying international response including economic sanctions levied against Russia and other countries, which has disrupted the global economy, created increased volatility in commodity markets (including oil and gas prices), and disrupted international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment and execution timelines for project development;
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uncertainties about the continuing impact of the novel coronavirus ("COVID-19") and the response of local, provincial, state, federal and international governments to the ongoing threat of COVID-19, on our operations (including our suppliers, customers, supply chains, employees and contractors) and economic conditions generally including stimulation measures implemented, rising inflation levels and in particular with respect to the demand for copper and other metals we produce;
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inherent risks associated with mining operations, including our current mining operations at Gibraltar, and their potential impact on our ability to achieve our production estimates;
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uncertainties as to our ability to control our operating costs, including inflationary cost pressures at Gibraltar without impacting our planned copper production;
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the risk of inadequate insurance or inability to obtain insurance to cover material mining or operational risks;
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uncertainties related to the feasibility study for our Florence Copper Project and our other development projects which provide estimates of future production, expected or anticipated capital and operating costs, expenditures and economic returns from these mining projects;
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uncertainties related to the accuracy of our estimates of Mineral Reserves (as defined below), Mineral Resources (as defined below), production rates and timing of production, future production and future cash and total costs of production and milling;
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the risk that we may not be able to expand or replace reserves as our existing mineral reserves are mined;
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the availability of, and uncertainties relating to the development of, additional financing necessary for the advancement of our development projects, including with respect to our ability to obtain any remaining construction financing potentially needed to move forward with commercial operations at Florence Copper;
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our ability to comply with the extensive governmental regulation to which our business is subject;
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uncertainties related to our ability to obtain necessary title, licenses and permits for our development projects and project delays due to third party opposition, particularly in respect to Florence Copper that requires one key regulatory permit from the U.S. Environmental Protection Agency ("EPA") in order to advance to a construction decision and commercial operations;
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uncertainties related to the Florence Copper project execution plan, including inflation risk and the potential impact of supply chain disruptions on our construction schedule which could impact the transition into commercial operations after the final permit is received from the EPA;
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uncertainties relating to the satisfaction of the conditions for the advance of the US$50 million deposit under our copper stream agreement with Mitsui for the construction of the Florence Copper commercial facility and our US$25 million equipment commitment from Bank of America;
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uncertainties relating to our ability to secure premium pricing for copper produced at the Florence Copper facility based on its low-carbon characteristics;
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the risk that until construction of the commercial facility at Florence Copper is complete and ramped up, there could be increases in capital and operating costs that will negatively impact our estimates for current projected economics for commercial operations at Florence Copper;
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uncertainties related to First Nations claims and consultation issues;
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our reliance on rail transportation and port terminals for shipping our copper concentrate production from Gibraltar;
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uncertainties related to unexpected judicial or regulatory proceedings;
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changes in, and the effects of, the laws, regulations and government policies affecting our exploration and development activities and mining operations and mine closure and bonding requirements;
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our dependence solely on our 87.5% interest in Gibraltar (as defined below) for revenues and operating cashflows;
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our ability to collect payments from customers, extend existing concentrate off-take agreements or enter into new agreements;
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environmental issues and liabilities associated with mining including processing and stock piling ore;
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labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate our mine, industrial accidents, equipment failure, weather related breakdowns or other events or occurrences, including third party interference that interrupt the production of minerals in our mine;
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environmental hazards and risks associated with climate change, including the potential for damage to infrastructure and stoppages of operations due to forest fires, flooding, extreme cold, drought, or other natural events in the vicinity of our operations;
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litigation risks and the inherent uncertainty of litigation, including litigation to which Florence Copper could be subject to;
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our actual costs of reclamation and mine closure may exceed our current estimates of these liabilities;
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our ability to meet the financial reclamation security requirements for the Gibraltar Mine, Florence Copper and other development projects;
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the capital intensive nature of our business both to sustain current mining operations and to develop any new projects, including Florence Copper;
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our reliance upon key management and operating personnel;
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the competitive environment in which we operate;
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the effects of forward selling instruments to protect against fluctuations in copper prices, foreign exchange, interest rates or input costs such as diesel fuel; and
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the risk of changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates; and Management Discussion and Analysis ("MD&A"), quarterly reports and material change reports filed with and furnished to securities regulators, and those risks which are discussed under the heading "Risk Factors".
Such information is included, among other places, in this AIF under the headings "Taseko's Business" and "Risk Factors".
Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Material factors or assumptions involved in developing forward-looking statements include, without limitation, that:
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the price of copper and other metals will not decline significantly or for a protracted period of time;
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our mining operations will not experience any significant production disruptions that would materially affect our production forecasts or our revenues;
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our estimates regarding future capital and operating costs, including factoring in potential inflation impacts, at Gibraltar will be accurate;
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grades and recoveries at Gibraltar remain consistent with our mineral reserve expectations and current mine plans;
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the results from our operations of the Production Test Facility ("PTF") and updated technical report at Florence Copper will continue to support that commercial operations at Florence Copper are technically and economically feasible;
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we will be able to obtain any remaining construction financing necessary for us to advance Florence Copper to a positive construction decision and eventual commercial production;
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we will be able to obtain the required permits necessary for us to proceed with construction and commercial operations at Florence;
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potential supply chain disruptions and associated logistical challenges will not significantly impact our planned capital projects, including our expected development of Florence;
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litigation regarding Florence Copper will not materially impede or delay our ability to proceed with construction and commercial operations at Florence;
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there are no changes to any existing agreements or relationships with affected First Nations groups which would materially and adversely impact our operations;
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there are no adverse regulatory changes affecting any of our operations;
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exchange rates, inflationary pressure on prices of key consumables, costs of power, labour, material costs, supplies and services, and other cost assumptions at our projects are not significantly higher than prices assumed in planning;
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our mineral reserve and resource estimates and the assumptions on which they are based, are accurate;
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our estimates of reclamation liabilities, mine closure costs and bonding needs are accurate; and
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we will continue to generate positive cash flows from Gibraltar and be able to secure additional funding necessary for the development and continued advancement of Gibraltar and our development projects, including Florence Copper.
These factors should be considered carefully and readers are cautioned not to place undue reliance on any forward-looking statements. Readers are also cautioned that the foregoing list of risk factors is not exhaustive and it is recommended that prospective investors carefully read the more complete discussion of risks and uncertainties facing the Company included under "Risk Factors" in this AIF.
Although the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to future results, approvals or achievements. The forward-looking statements contained in this AIF and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company disclaims any duty to update any of the forward-looking statements after the date of the AIF to conform such statements to actual results or to changes in the Company's expectations except as otherwise required by applicable law.
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Additional Financial Information
Additional information regarding Taseko is available in the audited consolidated financial statements, together with the auditor's report thereon, and MD&A for Taseko Mines Limited for the year ended December 31, 2022. The financial statements are available for review on the SEDAR website at www.sedar.com. All financial information in this AIF is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and expressed in Canadian dollars.
Non-GAAP Performance Measures
This AIF may include the following non-GAAP performance measures: (i) total operating costs and site operating costs, net of by-product credits; (ii) total site costs; (iii) adjusted net income (loss); (iv) adjusted EBITDA; and (v) earnings from mining operations before depletion and amortization; and (vi) site operating costs per ton milled. These measures may differ from those used by, and may not be comparable to such measures as reported by, other issuers. The Company believes that these measures are commonly used by certain investors, in conjunction with conventional IFRS measures, to enhance their understanding of the Company's performance. These measures have been derived from the Company's financial statements and applied on a consistent basis. See "Non-GAAP Performance Measures" in our MD&A for the year ended December 31, 2022 for a reconciliation of these measures to the most directly comparable IFRS measure.
Currency and Metric Equivalents
The Company's accounts are maintained in Canadian dollars and all dollar amounts herein are expressed in Canadian dollars unless otherwise indicated.
The following factors for converting Imperial measurements into metric equivalents are provided:
|
To Convert from Imperial |
To Metric |
Multiply by |
|
acres |
hectares |
0.405 |
|
feet |
metres |
0.305 |
|
miles |
kilometres |
1.609 |
|
tons (2,000 pounds) |
tonnes |
0.907 |
|
ounces (troy)/ton |
grams/tonne |
34.286 |
Abbreviations
In this AIF, the following capitalized terms have the defined meanings set forth below:
|
ASCu |
The weight percentage of copper per unit weight of rock that is acid soluble, including native copper. |
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|
ADEQ |
Arizona Department of Environmental Quality. |
|
APP and TAPP |
Aquifer Protection Permit and Temporary Aquifer Protection Permit. |
|
Common Shares |
The Company's common shares without par value, being the only class or kind of the Company's authorized capital. |
|
Carbonatite Deposit |
Carbonatite deposits are igneous rocks largely consisting of the carbonate minerals calcite and dolomite, which contain the niobium mineral pyrochlore, rare earth minerals or copper sulphide minerals. |
|
Concentrator |
A type of mineral processing facility that converts raw ore from the mine into a metal concentrate that can then be sold to a smelter for further processing. |
|
EPA |
U.S. Environmental Protection Agency. |
|
Epithermal Deposit |
A mineral deposit formed at low temperature (50 to 200°C), usually within one kilometre of the earth's surface, often as structurally controlled veins. |
|
Florence Copper |
The Florence Copper project, an ISCR copper project located in Florence, Arizona |
|
Flotation |
Flotation is a method of mineral separation whereby, after crushing and grinding ore, froth created in a slurry by a variety of reagents causes some finely crushed minerals to float to the surface where they are skimmed off. |
|
Gibraltar |
The Gibraltar Mine, an open-pit copper mine located near Williams Lake, British Columbia. |
|
IFRS |
International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. |
|
ISCR |
In-situ copper recovery. |
|
LSE |
The London Stock Exchange being one of the three stock exchanges (together with the NYSE American and TSX) on which the Common Shares are listed. |
|
NSR |
Net smelter return, a general proxy for the gross value of metals derived from concentrates delivered to a smelter for refining. |
|
Mineral Deposit |
A deposit of mineralization, which may or may not be ore. |
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|
Mineral Symbols |
Ag - silver; Au - gold; Cu - copper; Pb - lead; Zn - zinc; Mo - molybdenum; and Nb - niobium. |
|
NYSE American |
The NYSE American, being one of the three stock exchanges (together with the LSE and TSX) on which the Common Shares are listed. |
|
PLS |
Pregnant leach solutions containing copper. |
|
PTF |
The production test facility, a 24-well ISCR operation designed to prove the feasibility of extracting copper at Florence Copper using in-situ mining methods. |
|
Porphyry Deposit |
A type of mineral deposit in which ore minerals are widely disseminated, generally of low grade but large tonnage. |
|
Semi-autogenous Grinding ("SAG") |
SAG mills are essentially autogenous mills, but utilize grinding balls to aid in grinding like in a ball mill. A SAG mill is generally used as a primary or first stage grinding solution. |
|
Solvent Extraction/ Electrowinning ("SX/EW") |
Solvent extraction is the technique of transferring a solute from one solution to another; for example when copper oxide is dissolved into solution, copper becomes the solute. Electrowinning is the process in which an electric current flows between a pair of electrodes (anode & cathode) in a solution containing metal ions (electrolyte). Metal is deposited on the cathode in accordance with the metal's ability to gain or lose electrons. Since ion deposition is selective, the cathode product is generally high grade and requires little further refining. |
|
Taseko or the Company |
Taseko Mines Limited, including its subsidiaries, unless the context requires otherwise. |
|
TSX |
The Toronto Stock Exchange, being one of the three stock exchanges (together with the LSE and NYSE American) on which the Company's Common Shares are listed. |
|
UIC |
Underground Injection Control permit. |
Resource and Reserve Categories (Classifications) Used in this AIF
The discussion of mineral deposit classifications in this AIF adheres to the resource/reserve definitions and classification criteria developed by the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM Council") as required reporting standards in Canada and in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). Estimated mineral resources fall into two broad categories dependent on whether their economic viability has been established and these are namely "resources" (economic viability not established) and "reserves" (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred resource, indicated resource and measured resource. Similarly reserves are sub-divided by order of confidence into probable (lowest) and proven (highest). These classifications can be more particularly described as follows in accordance with the CIM Definition Standards on Mineral Resources and Reserves (the "2014 CIM Standards") adopted by the CIM Council on May 10, 2014:
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A "Feasibility Study" is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.
A "Mineral Resource" is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
An "Inferred Mineral Resource" is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify geological, and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
An "Indicated Mineral Resource" is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
A "Measured Mineral Resource" is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
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A "Mineral Reserve" is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The U.S. Securities and Exchange Commission require permits in hand or their issuance imminent to classify mineralized material as reserves.
A "Pre-Feasibility study" is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A pre-feasibility is at a lower confidence level than a feasibility study.
A "Probable Mineral Reserve" is the economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
A "Proven Mineral Reserve" is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
"Modifying Factors" are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
The disclosure in this AIF, including the documents incorporated by reference herein, uses terms that comply with reporting standards in Canada in accordance with NI 43-101 and the 2014 CIM Standards. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all reserve and resource estimates contained in or incorporated by reference in this AIF have been prepared in accordance with NI 43-101 and the 2014 CIM Standards.
The U.S. Security and Exchange Commission ("SEC") has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Exchange Act, effective February 25, 2019 (the "SEC Modernization Rules"). The SEC Modernization Rules replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7.
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The SEC Modernization Rules include the adoption of definitions of terms, which are "substantially similar" to the corresponding terms under the 2014 CIM Standards that are presented above under "Resource and Reserve Categories (Classifications) Used in this AIF".
We are not required to provide disclosure on our mineral properties under the SEC Modernization Rules as we are presently a "foreign issuer" under the U.S. Exchange Act and entitled to file continuous disclosure reports with the SEC under the Multijurisdictional Disclosure System ("MJDS") between Canada and the United States. Accordingly, we are entitled to provide disclosure on our mineral properties in accordance with NI 43-101 disclosure standards and 2014 CIM Standards. However, if we either cease to be a "foreign issuer" or cease to be able to or entitled to file reports under the MJDS, then we will be required to provide disclosure on our mineral properties under the SEC Modernization Rules. Accordingly, United States investors are cautioned that the disclosure that we provide on our mineral properties in this AIF and under our continuous disclosure obligations under the U.S. Exchange Act may be different from the disclosure that we would otherwise be required to provide as a U.S. domestic issuer or a non-MJDS foreign issuer under the SEC Modernization Rules.
United States investors are cautioned that while the above terms under the SEC Modernization Rules are "substantially similar" to 2014 CIM Standards, there are differences in the definitions under the SEC Modernization Rules and the 2014 CIM Standards. Accordingly, there is no assurance any resources and reserves that we may report as "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" and "proven mineral reserves" and "probable mineral reserves" under NI 43-101 would be the same had we prepared these estimates under the standards adopted under the SEC Modernization Rules.
United States investors are also cautioned that while the SEC now recognizes "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineral deposits in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described by these terms has a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that we report in this AIF are or will be economically or legally mineable.
Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
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For the above reasons, information contained in this AIF and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
CORPORATE STRUCTURE
Taseko Mines Limited was incorporated on April 15, 1966, pursuant to the Company Act (British Columbia). This corporate legislation was superseded in 2004 by the British Columbia Business Corporations Act which is now the corporate law statute that governs us. Our registered office is located at Suite 1200, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, and our head office is located at Suite 1200, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1.
The following is a list of the Company's principal subsidiaries:
| Subsidiary | Jurisdiction of Incorporation | Ownership |
| Gibraltar Mines Ltd. 1 | British Columbia | 100% |
| Cariboo Copper Corporation2 | British Columbia | 50% |
| Curis Holdings (Canada) Ltd. 3 | British Columbia | 100% |
| Florence Holdings Inc. 3 | Nevada, USA | 100% |
| Florence Copper Holdings Inc. 3 | Nevada, USA | 100% |
| Florence Copper LLC 3 | Nevada, USA | 100% |
| FC-ISR Holdings Inc. 3 | Nevada, USA | 100% |
| Yellowhead Mining Inc. | British Columbia | 100% |
| Aley Corporation | Canada | 100% |
1. Taseko owns 100% of Gibraltar Mines Ltd., which owns 75% of the Gibraltar Joint Venture.
2. Taseko owns 50% of Cariboo Copper Corporation, which owns 25% of the Gibraltar Joint Venture. Taseko acquired 50% share ownership of Cariboo Copper Corporation on March 15, 2023
3. Taseko owns 100% of Curis Holdings (Canada) Ltd., which owns 100% of Florence Holdings Inc., which owns 100% of Florence Copper Holdings Inc., which owns 99% of Florence Copper LLC and 100% of FC-ISR Holdings Inc. (which holds the remaining 1% of Florence Copper LLC.)
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Gibraltar Joint Venture
On March 31, 2010, we established an unincorporated joint venture ("JV") between Gibraltar Mines Ltd., and Cariboo Copper Corp. ("Cariboo") over the Gibraltar copper and molybdenum mine (the "Gibraltar Mine" or "Gibraltar"), whereby Cariboo acquired a 25% interest in the Gibraltar Mine and we retained a 75% interest with Gibraltar Mines Ltd. Under the related Joint Venture Formation Agreement ("JVFA"), the Company contributed to the Joint Venture substantially all assets and obligations pertaining to the Gibraltar Mine, and Cariboo paid the Company $187 million to obtain its 25% interest in the JV. Gibraltar Mines Ltd. continues to be the operator of the Gibraltar Mine under the Joint Venture Operating Agreement (the "JVOA") which is filed at www.sedar.com. Cariboo was originally a Japanese consortium jointly owned by Sojitz Corporation ("Sojitz") (50%), Dowa Metals & Mining Co., Ltd. (25%) and Furukawa Co., Ltd. (25%).
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On March 15, 2023, the Company acquired Sojitz Corporation's 50% interest in Cariboo giving Taseko a further 12.5% indirect interest in Gibraltar, bringing its total interest to 87.5%.
TASEKO's BUSINESS
Taseko is a copper focused mining company that seeks to create long-term shareholder value by acquiring, developing, and operating large tonnage mineral deposits in North America which are capable of supporting a mine for decades. The Company's principal operating asset is the 87.5% owned Gibraltar Mine, which is located in central British Columbia and is one of the largest copper mines in North America. Taseko also owns Florence Copper, which the Company anticipates will be one of the lowest energy and greenhouse gas-intense sources of mined copper globally and is advancing towards construction. Taseko also owns the Yellowhead copper, New Prosperity gold-copper, and Aley niobium projects.
Taseko's mineral properties are summarized in the table below.
|
Project/Mine |
Ownership Interest |
Location |
Principal Mineralization |
|
Gibraltar Mine |
87.5% |
British Columbia |
Copper/ Molybdenum/ Silver |
|
Florence Copper |
100% |
Arizona, USA |
Copper |
|
Yellowhead |
100% |
British Columbia |
Copper/ Gold/ Silver |
|
New Prosperity |
100% |
British Columbia |
Copper/ Gold |
|
Aley |
100% |
British Columbia |
Niobium |
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The map below highlights the location of our mineral properties:
Figure 1: Location of Taseko's Properties
Gibraltar
Taseko's principal operating asset is its 87.5% interest in the Gibraltar Mine in British Columbia, Canada. Gibraltar is the second largest open pit copper mine in Canada, having produced 97 million pounds of copper and 1.1 million pounds of molybdenum (on a 100% basis) in 2022. Gibraltar has an expected mine life of at least 22 years based on Proven and Probable Sulphide Mineral Reserves of 676 million tons at a grade of 0.25% copper as of December 31, 2022.
Between 2006 and 2013, the Company expanded and modernized the Gibraltar Mine ore concentrator, added a second ore concentrator, increased the mining fleet and made other production improvements at the mine. Following this period of mine expansion and capital expenditure, Gibraltar has achieved a stable level of operations and the Company's focus is on further improvements to operating practices to reduce unit costs and increase production. The Company increased its ownership stake in Gibraltar from 75.0% to 87.5% in 2023.
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Florence Copper
Florence Copper, located in Arizona, USA, is the next copper mine development for Taseko. Once completed and in operation, the Company anticipates that Florence Copper will be one of the greenest sources of copper for U.S. domestic consumption, with carbon emissions, water and energy consumption all dramatically lower than a conventional mine. Florence is projected to be a low-cost copper producer, expected to manufacture pure LME Grade A copper cathode sheets in the United States, with potential to secure premium pricing based on its low-carbon characteristics.
The Company has operated a Production Test Facility ("PTF") on the property since 2018. The PTF wellfield performed to its design and the small-scale SX/EW plant produced 1.1 million pounds of copper cathode before the leaching test phase was completed in June 2020. The PTF operation is now finishing its final rinsing process which is expected to be completed later this year.
Detailed engineering and design for the commercial production facility is substantially completed and procurement activities are well advanced. The Company has purchased the major processing equipment associated with the SX/EW plant and the equipment has now been delivered to the Florence site.
The Company's latest technical report on Florence published on March 30, 2023 estimates remaining capital costs for the commercial facility of US$232 million. At a copper price of US$3.75 per pound, Florence Copper is expected to generate an after-tax internal rate of return of 47%, an after-tax net present value of US$930 million at an 8% discount rate, and an after-tax payback period of 2.6 years.
The Company is awaiting the issuance of the commercial UIC permit from the EPA, which is the final permitting step required prior to construction commencing on the commercial production facility. The EPA is currently addressing comments that were received during the public comment period held in the fall of 2022. Public comments submitted to the EPA have demonstrated strong support for the Florence Copper project among local residents, business organizations, community leaders and state-wide organizations.
In December 2022, the Company signed agreements with Mitsui & Co. (U.S.A.) Inc. ("Mitsui") to form a strategic partnership to develop Florence Copper. Mitsui has committed to an initial investment of US$50 million which is conditional on receipt of the final UIC permit, with proceeds to be used for construction of the commercial production facility. The initial investment will be in the form of a copper stream agreement on 2.67% of the copper produced at Florence Copper. In addition, Mitsui has the option to invest an additional US$50 million (for a total investment of US$100 million) for a 10% equity interest in Florence Copper, which is exercisable by Mitsui within a three-year period following completion of construction of the commercial production facility. As part of the arrangement, Taseko and Mitsui have entered into an offtake contract for 81% of the copper cathode produced at Florence Copper during the initial years of production.
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Other Development Projects
Taseko has a diverse pipeline of wholly-owned development projects at various stages of technical and economic feasibility studies, including the Yellowhead copper project, the Aley niobium project, and the New Prosperity gold and copper project (collectively as the "Other Development Projects").
Business Strategy
Taseko's strategy has been to grow the Company by acquiring and developing a pipeline of complementary projects focused on copper in stable mining jurisdictions. We continue to believe this will generate long-term returns for shareholders. All of our producing and development projects are located in British Columbia and Arizona. Our project focus is currently on the development of Florence Copper.
Development of Taseko's Business Over the Past Three Years
The following is a summary of the development of Taseko's business over the last three financial years:
2020
During 2020, Gibraltar produced 123 million pounds of copper and 2.3 million pounds of molybdenum and realized an average copper price of US$2.84 per pound. The Company adopted a revised mining plan in April 2020 in response to COVID-19, which resulted in reduced site costs over the second and third quarter while maintaining copper production.
In January 2020, the Company announced the results of an updated technical study on Yellowhead which resulted in a 22% increase in recoverable copper reserves and significantly improved project economics.
By mid-2020, Taseko had successfully operated the Florence Copper PTF for 18 months, demonstrating that the ISCR process can produce high quality cathode while operating within permit conditions. Cathode production totaled 1.1 million pounds from the PTF wellfield and the Company began the final rinsing phase of the PTF demonstration.
In November 2020, Taseko closed an offering of 34,322,138 common shares of the Company for net proceeds of $34.3 million. The proceeds of the offering were available to fund ongoing operating, engineering and project costs in connection with the advancement of Florence Copper and for general corporate purposes and working capital.
In December 2020, the Company received the APP from the ADEQ. The APP was issued following a public comment period and public hearing in August 2020 where the project received strong support from local community members, business owners and elected officials.
In December 2020, the Tŝilhqot'in Nation and Taseko agreed to extend a standstill agreement for an additional one year period as progress was made in establishing a constructive dialogue despite COVID-19 impacting the commencement of the dialogue for several months.
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2021
During 2021, Gibraltar produced 112 million pounds of copper and 2 million pounds of molybdenum and realized an average copper price of US$4.31 per pound. With mining in Granite pit completed in 2020, the majority of ore was mined from the Pollyanna pit in 2021 along with waste stripping transitioning to the Gibraltar pit which will provide the majority of ore production in 2022.
In February 2021, the Company completed an offering of US$400 million aggregate principal amount of 7.0% Senior Secured Notes due February 15, 2026 ("2026 Secured Notes"). A majority of the proceeds were used to redeem the outstanding US$250 million 8.75% Senior Secured Notes due on June 15, 2022. The remaining proceeds, net of transaction costs, call premium and accrued interest, of approximately $167 million (US$131 million) were available for capital expenditures, including at Florence Copper and the Gibraltar Mine, working capital and for general corporate purposes.
In September 2021, Taseko's Harmony gold project ("Harmony"), an exploration stage gold property, was sold to JDS Gold Inc. ("JDS"). Taseko retained a 15% carried interest in JDS and a 2% net smelter return royalty on Harmony. Taseko also has the right to terminate the agreement and revert to 100% ownership of Harmony in the event JDS does not achieve certain project development milestones and an Initial Public Offering or other liquidity event within an agreed timeframe.
In October 2021, the Company signed a US$50 million revolving credit facility ("Credit Facility") which was arranged and fully underwritten by National Bank of Canada and is available for working capital and general corporate purposes.
In November 2021, the EPA provided the Company with an initial draft of the UIC permit for Florence Copper. Taseko's project technical team completed a review of the permit wording with no significant issues noted.
The Company ratified a new, long-term labour agreement with its unionized workforce at the Gibraltar Mine in November which will be in place until May 31, 2024.
2022
During 2022, Gibraltar produced 97 million pounds of copper and 1.1 million pounds of molybdenum and realized an average copper price of US$3.96 per pound.
In March 2022, Taseko announced a new 706 million ton proven and probable sulphide reserve for the Gibraltar Mine, a 40% increase as of December 31, 2021. The new reserve estimate allows for a significant extension of the mine life to 23 years with total recoverable metal of 3.0 billion pounds of copper and 53 million pounds of molybdenum.
In August 2022, the EPA publicly issued a draft UIC permit for Florence Copper. On September 15, 2022, the EPA held a virtual public hearing for the draft UIC permit. Twenty-seven participants provided comments at the hearing, each supporting the project and calling for a final UIC permit to be issued. The EPA public comment period concluded on September 29, 2022, and over 98% of written comments were supportive of the project.
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On December 20, 2022, Taseko signed agreements with Mitsui to form a strategic partnership to develop Florence Copper.
In December 2022, the standstill agreement between the Tŝilhqot'in Nation and Taseko was extended for a fourth one-year term, with the goal of providing time and opportunity for the Tŝilhqot'in Nation and Taseko to negotiate a final resolution. The dialogue process has made tangible progress in the past 12 months but is not complete. In agreeing to extend the standstill through 2023, the Tŝilhqot'in Nation and Taseko acknowledge the constructive nature of discussions to date, and the future opportunity to conclude a long-term and mutually acceptable resolution of the conflict that also makes an important contribution to the goals of reconciliation in Canada.
Competitive Conditions
Copper prices are currently around US$4.10 per pound, compared to US$3.80 per pound at December 31, 2022. In March 2022, copper reached a record high of US$5.09 per pound due to uncertainty arising from the Ukraine conflict, rising inflation rates and low warehouse inventory levels. Copper prices have steadily recovered since the onset of COVID-19 due to tight physical market conditions, ensuing supply chain bottlenecks, inflation pressures caused by economic stimulus measures and other geopolitical challenges. Europe's imminent need to transition away from Russian energy dependence and invest further in alternative energy should also accelerate growth in the demand for copper in the medium term.
Electrification of transportation and the focus on government investment in construction and infrastructure including initiatives focused on the renewable energy, electrification and meeting net zero targets by 2050, are inherently copper intensive. According to S&P Global's copper market outlook report published in July 2022, titled 'The Future of Copper: Will the looming supply gap short-circuit the energy transition?', global demand for copper is projected to double from approximately 25 million metric tons today to roughly 50 million metric tons by 2035, a record high that will be sustained and continue to grow to 53 million metric tons by 2050, in order to achieve net-zero targets. All of these factors continue to provide unprecedented catalysts for higher copper prices to continue in the future. Short-term volatility is expected due to macroeconomic uncertainty and the risk of a US and global recession. This increased demand for copper after years of under investment by the copper industry in new primary mine supply, coupled with inherently low recycling rates, is expected to support strong copper prices over the coming decade.
Approximately 6% of the Company's revenue is made up of molybdenum sales. During 2022, the average molybdenum price was US$18.73 per pound and reached above US$32 per pound for a period. Molybdenum prices are currently around US$27 per pound, with demand and higher prices driven by supply challenges at large South American copper mines that produce molybdenum as a by-product. Strong demand from the energy sector has boosted demand for alloyed steel products, as well as growing demand from the renewables and military sectors. The Company's sales agreements specify molybdenum pricing based on the published Platts Metals reports.
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Approximately 80% of the Gibraltar Mine's costs are Canadian dollar denominated and therefore, fluctuations in the Canadian/US dollar exchange rate can have a significant effect on the Company's operating results and unit production costs, which are earned and in some cases reported in US dollars. Overall, the Canadian dollar weakened throughout the year due to a strengthening US dollar caused by global recession concerns.
Environmental Protection Requirements
Taseko's mining, exploration and development activities in Canada are subject to various levels of Federal and Provincial laws and regulations relating to the protection of the environment. Similarly, Florence Copper is subject to various levels of US Federal and Arizona State laws and regulations relating to protection of the environment. All of the jurisdictions include requirements for closure and reclamation of mining properties as part of their regulatory framework.
Employees
The Company had the following employees and contractors as at December 31, 2022:
|
Location |
Full-time Salaried |
Hourly |
Contractors |
|
Vancouver, BC, Canada |
24 |
- |
1 |
|
McLeese Lake, BC, Canada |
196 |
558 |
17 |
|
Florence, Arizona, USA |
24 |
13 |
- |
|
Total |
244 |
571 |
18 |
Environment, Social and Governance
A key value for Taseko is the safety, health and well-being of our workers and their families. Taseko places a high priority on the continuous improvement of performance in the areas of employee health and safety at the workplace and protection of the environment.
In May 2022, Taseko published its annual Environmental, Social, and Governance (“ESG”) report, providing detailed information about the Company’s 2021 performance and outcomes against the most critical ESG topics and metrics for the global mining sector (the “2021 ESG Report”).
For the first time, in the 2021 ESG Report Taseko has established long-term goals in the areas of energy management, water management, reclamation and biodiversity. In addition, the Company is reporting against the Sustainability Accounting Standards Board (SASB) framework, providing consistent and comparable ESG metrics specific to the global mining sector.
The full report is available on the Company's website at www.tasekomines.com/esg/overview.
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Taseko's 2022 ESG report will be published in the second quarter of 2023.
Taseko recognizes that responsible environmental management is critical to our success and has committed that it will:
-
Consider the environmental impacts of its operations and take appropriate steps to prevent environmental pollution;
-
Comply with relevant environmental legislation, regulations and corporate requirements;
-
Integrate environmental policies, programs and practices into all activities;
-
Ensure that all employees and service providers understand their environmental responsibilities and encourage dialogue on environmental issues;
-
Develop, maintain and test emergency preparedness plans to ensure protection of the environment, employees and the public;
-
Work with government and the public to develop effective and efficient measures to improve protection of the environment, based on sound science; and
-
Maintain an environmental committee to review environmental performance, objectives and targets, and to ensure continued recognition of environmental issues as a high priority.
The same priority on health, safety, and environmental performance, as well as the methods and culture at Gibraltar are being implemented at Florence Copper as it prepares for construction.
MINERAL PROPERTIES
Our material properties are the Gibraltar Mine and Florence Copper. Information regarding the Gibraltar Mine, Florence Copper and Yellowhead Copper Project is based on current technical reports available on SEDAR, as updated by the Company's Vice President Engineering, Richard Weymark, P. Eng., MBA, (in respect of the Gibraltar Mine, Florence Copper, and Yellowhead Copper Project), Vice President Capital Projects, Robert Rotzinger, P. Eng. (in respect of Florence Copper) and Senior Vice President Operations, Richard Tremblay, P. Eng., MBA, (in respect of Florence Copper).
Information regarding our other projects, New Prosperity and Aley, has been prepared by Richard Weymark.
Gibraltar Mine
Unless stated otherwise, information of a technical or scientific nature related to the Gibraltar Mine contained in this AIF (including documents incorporated by reference herein) is summarized or extracted from a technical report entitled "Technical Report on the Mineral Reserve Update at the Gibraltar Mine" dated March 30, 2022 (the "Gibraltar Technical Report"), prepared under the supervision of Richard Weymark, P. Eng., MBA, filed on Taseko's profile at www.sedar.com and updated with production and development results since that time. Mr. Weymark is employed by the Company as Vice President Engineering and is a "Qualified Person" as defined by Canadian securities regulatory instrument NI 43-101.
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Project Description, Location, and Access
The Gibraltar open pit mine and related facilities are located 65 kms north of the City of Williams Lake and are centered at latitude 52o 30'N and longitude 122o 16'W in the Cariboo Mining Division. Williams Lake is approximately 590 kms north of Vancouver, British Columbia.
Access to the Gibraltar Mine from Williams Lake is 45 kms via Highway 97 to McLeese Lake, and then 20 kms by paved road to the mine site.
The Gibraltar Mine property consists of 252 tenures held as summarized in Table 1 below.
Table 1: Mineral Tenures - Gibraltar Mine
|
Tenure Type |
Number |
Area (ha) |
|
Leases |
32 |
2,275 |
|
Claims |
215 |
21,425 |
|
Optioned Claims |
5 |
2,888 |
|
Total |
252 |
26,588 |
There are 32 mining leases at the Gibraltar Mine which are valid until at least June 2027 as long as renewal fees, which are due on an annual basis, are paid. Rights to use the surface accompany each mining lease. There are 215 claims included in the Gibraltar property tenure package all of which are due to expire in January 2024 or later. It is intended that all leases and claims will be renewed prior to their renewal fees being due (in the case of the leases) and prior to their expiry (in the case of the claims).
There are several land parcels for which surface rights were purchased outright. There is one fee simple lot at the Gibraltar Mine on which the plant site is located and annual taxes are paid. In addition, the Gibraltar Mine holds three other land parcels.
In December 2020, Gibraltar Mines Ltd. entered into an option agreement granting Gibraltar the exclusive right and option to acquire a 100% title and interest in five additional mineral claims covering 2,888 hectares which are located northeast of the Gibraltar Mine. In order to acquire a 100% interest in the five optioned mineral claims described above, Gibraltar Mines Ltd. is required to perform certain exploration activity on the claims and make cumulative payments of $270,000 by December 2023. Milestone payments of $200,000 are required upon completion of a NI 43-101 mineral resource and $500,000 in the event of a production decision on the relevant claims. Upon production from the claims, they are subject to a 2% NSR royalty which could be reduced to 0.5% NSR in exchange for a one-time payment of $3 million. None of the Gibraltar Mineral Resources and Reserves are contained within the optioned claims
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In 2017, Taseko entered into a streaming agreement with Osisko Gold Royalties Ltd. ("Osisko") for Taseko's 75% share of payable silver production from the Gibraltar Mine. Under the terms of the agreement, Taseko delivers 100% of its share of Gibraltar Mine payable silver production until 5.9 million ounces have been delivered. After that threshold has been met, 35% of Taseko's 75% share held through Gibraltar Mines Ltd. of all future silver production will be delivered to Osisko. Under the original agreement, Osisko paid US$2.75 per ounce for all the silver deliveries made under the contract however in 2020 this was subsequently reduced to zero. As of December 31, 2022, Taseko has delivered 1.1 million ounces under the agreement and expects to have delivered 5.9 million ounces by approximately 2040. The Osisko silver stream does not cover any attributable silver to Taseko's interest in Cariboo Copper Corp. The Gibraltar property is not subject to any other royalties, back-in rights, payments or encumbrances.
There are no significant factors or risks that might affect access, title or ability to perform work on the property.
History
In 1964, Gibraltar acquired a group of claims in the McLeese Lake area from Malabar Mining Co. Ltd.
Canadian Exploration Limited ("Canex"), at that time a wholly-owned subsidiary of Placer Development ("Placer"), and Duval Corporation ("Duval") had also been exploring on claims known as the Pollyanna Group which they had acquired adjacent to Gibraltar's claims. In 1969 Canex and Duval optioned the Gibraltar property. In 1970 Canex acquired Duval's remaining interest to hold both properties.
Placer began construction of the mine in October 1970. The concentrator commenced production in March 1972 and was fully operational by April 1972. A cathode copper plant with an annual capacity of 10 million pounds of market-ready copper metal began operation in October 1986.
In October 1996, Westmin Resources Limited ("Westmin") acquired 100% control of Gibraltar and in December 1997, Boliden Westmin (Canada) Limited ("Boliden") acquired Westmin. In March 1998, Boliden announced that it would cease mining operations at the Gibraltar Mine at the end of 1998.
In July 1999, Taseko's subsidiary, Gibraltar Mines Ltd., purchased the Gibraltar Mine assets from Boliden and certain of its affiliates, including all mineral interests, mining and processing equipment and facilities, and assumed responsibility for reclamation obligations.
From 1999 to 2004, Taseko geologists and engineers sought to better define known resources and explored for additional mineralized material. The on-site staff completed on-going reclamation work and maintained the Gibraltar Mine for re-start. Operating and environmental permits were kept in good standing. The mine re-opened in October 2004.
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Gibraltar has been owned and operated as an unincorporated joint venture between Taseko and Cariboo since March 31, 2010. The Company's wholly-owned subsidiary, Gibraltar Mines Ltd. and Cariboo hold 75% and 25% beneficial interests in the Joint Venture, respectively.
Gibraltar increased design mill capacity to 55,000 tons per day ("tpd") in 2011. Gibraltar further increased design mill capacity to 85,000 tpd in 2013 through installation of a complete independent second concentrator and a stand-alone molybdenum separation plant.
Total production since 1972 is 735 million tons of ore producing 3,672 million pounds of copper in concentrate, 102 million pounds of cathode copper and 45 million pounds of molybdenum.
Geological Setting, Mineralization, and Deposit Types
The Gibraltar open pit mine is a calc-alkalic porphyry copper-molybdenum deposit entirely hosted by the Late Triassic Granite Mountain batholith, a component of the Quesnel volcanic arc terrane. The Granite Mountain batholith is a composite body consisting of three major phases; Border Phase diorite, Mine Phase tonalite, and Granite Mountain trondhjemite. Mineralization occurs predominantly in the Mine Phase tonalite. Contacts between the major phases are gradational over widths ranging from two metres to several hundred metres.
There are currently five defined mineralized zones on the Gibraltar Mine property. They are the Granite, Pollyanna, Connector, Gibraltar, and Extension zones. They occur in a broad zone of shearing and alteration.
Two major ore structure orientations have been recognized; the Sunset and Granite Creek systems. Ore host structures of the Sunset system are mainly shear zones, with minor development of stockworks and associated foliation lamellae whereas oriented stockworks with associated pervasive foliation lamellae predominate in the Granite Creek system.
Copper ore at Gibraltar typically occurs in potassic and ankeritic hydrothermal mineral assemblages, as predominantly disseminated and vein-hosted chalcopyrite mineralization. Pyrite and chalcopyrite are the principal primary sulphide minerals. Small concentrations of other sulphides are present in the Gibraltar ores with molybdenite being a minor but economically important associate of chalcopyrite in the Pollyanna, Granite, and Connector deposits.
Exploration
A property-scale Induced Polarization ("IP") geophysical survey was designed and initiated in August 2000. Field activities included 237 kms of line cutting and some 220 kms of IP survey. Several deposit scale anomalies external to current reserves were identified and drill tested in 2003.
In 2011, Gibraltar Mines Ltd. had an airborne Z-Axis Tipper electromagnetic and magnetic ("ZTEM") survey flown over its then existing claims surrounding the Gibraltar Mine. A total of some 690 line kms of ZTEM data was collected.
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In 2015, a ground magnetometer survey was performed over 36.6 line kms on four mineral claims.
In 2017, two geophysical surveys were conducted over the Gibraltar NW area by Walcott & Associates. The first consisted of an airborne magnetics survey flown over the property. The survey covered a total of 346 line-km flown along northeast orientated lines at 100 m spacings. The second survey consisted of a ground IP survey that covered a total of 41.5 line-km along 11 northeasterly orientated lines with spacing between 200 and 400 metres. The collected data was used to target a diamond drill program which consisted of two exploration diamond drill holes totaling 3,941 ft (1,201.4 m) in the area northwest of the current Extension Resource.
In 2021, a program targeting the porphyry core with deep-penetrating geophysical surveys was conducted using 23.7 line-km of IP and 27.1 km of magnetotelluric surveys on four lines. The survey was extended with 19.7 line-km on four lines of follow-up IP to better define anomalies in the Copper King North area for the purpose of drill targeting. This program was augmented by the collection of 1,201 soil samples on a 400 m by 50 m grid. Six exploration drill holes were also completed in 2021 three holes in the CKN area on geophysical and geochemical anomalies, two holes in the Gunn area, and one hole in the 98 Oxide area, for a total of 7,998 feet.
In 2022, a 122 line-km ground IP geophysical survey was conducted over forty-seven (47) lines to fill in gaps of previous IP surveys. 3D inversions of this survey and previous geophysical surveys were used to target (4) holes totaling 3,164 ft at the Cuisson Lake, Southeast (SE) and Gunn Zone targets.
Drilling
Extensive drilling has taken place on the Gibraltar Mine property in 49 of the last 57 years totaling 1.5 million feet in 2,526 holes. The sampling and assaying component of this drilling provide critical support for the mineral resource and reserve estimates. In addition, drilling provides significant geological, geotechnical, hydrological and metallurgical information for planning and is important for mine production and water management. Overall drill core recovery at Gibraltar is typically very good and averages 96%.
Taseko geologists and engineers have sought to better define known resources and explore for additional mineralized material. Since 1999, 929 core holes totalling 0.8 million feet have been drilled. The main goals of the drilling programs were (1) to collect high-quality geological, geotechnical and assay data, (2) to improve the geological understanding of the ore body, and (3) to increase the drill density within and confidence level of the resource model.
From mid-1999 to mine restart in 2004, 223 holes and 118,874 feet of drilling were added to the mine database. A core drilling program for pit definition for the Granite and Connector deposits and property exploration at the 98 Oxide Zone was carried out between September and November 2005. A further drilling program carried out in 2006 was designed to define the mineral resources between the existing pits by tying together the extensive mineralization zones, and to test for additional mineralization at depth.
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The 2007 program tested a number of targets to define further mineralization, provided definition drilling in the Pollyanna-Granite saddle zone and Granite West areas and included condemnation drilling for the proposed extensions of both the #5 and #6 Dump footprints. The targets for further mineralization were south Gibraltar, north Pollyanna IP anomaly and the Gunn Zone.
The 2008 exploration program was conducted on the southern and eastern margins of the Gibraltar pit and northwest of the Gibraltar West pit. The objective was to upgrade identified inferred resources to indicated or measured categories through "in-fill" drilling. Holes drilled in the Gibraltar West pit area were incorporated into the 2008 reserve estimate for the new Gibraltar Extension Pit.
The 2010 program was conducted on the northern and western margins of the Gibraltar Pit, and one hole on the southwest margin. The objective was to define the ultimate limit of the Gibraltar Pit to the north and west and the 2010 drilling program successfully met this objective. A total of 28,129 feet was drilled in 34 drill holes in 2010.
The 2011 program was aimed at identifying mineralization down-dip of the Gibraltar and Granite deposits. A total of 12,229 feet were drilled in 5 holes. A deep zone of anomalous copper and molybdenum mineralization was encountered in drill-hole 2011-003. It extends from approximately 2,600 to 3,700 feet and consists of intermittent intercepts grading up to 1.3% total copper ("TCu") and 0.4% molybdenum.
In 2013, two drill programs were completed, one in the summer and the other in the fall. Both programs targeted the projected mineralization south of the current Granite Pit. A total of 38,093 feet in 33 holes were drilled between the two programs.
In early spring of 2014, a resource drill program commenced targeting the Connector pit and the area between Gibraltar East and Granite Pit. A geotechnical drill program was undertaken at the same time. Between the two programs a total of 38 holes were drilled with a cumulative length of 37,456 feet.
In late 2015, one exploration drill hole was drilled to expand the current known mineralization northwest of the Extension deposit. A significant interval of copper was encountered at above reserve grade in this 2,507 foot long hole. This work indicated that mineralization to the west, northwest and at depth in this area is open and that more drilling is needed to confirm if the Extension pit can be expanded to include this material.
In 2016, two drill programs were completed. The first program targeted the conversion of resource material from inferred to measured/indicated at the Granite and Pollyanna deposits. This reserve definition program totaled 35 holes with a cumulative length of 29,342 feet. The second program was an exploration program that targeted the extension of the mineralization discovered in the 2015 exploration hole. Drilling totaled 14,432 feet in 7 holes. The preliminary exploration results were positive with the best results received from the northwestern most hole.
In 2017, two drill programs were completed. The first program targeted the conversion of resource material from inferred to measured/indicated at the Granite, Pollyanna and Connector deposits. This reserve definition program totaled 38 holes with a cumulative length of 38,821 feet. The second program was an exploration program that targeted Extension area mineralization discovered in the 2015/2016 exploration drilling with 4 holes with a cumulative length of 7,996 feet. This program had 2 phases: two holes (4,055 feet) drilled between January 4, 2017 and February 14, 2017 and two holes (3,941 feet) drilled between September 15, 2017 and October 3, 2017. The exploration results of the 2016 and 2017 drilling expanded the known mineralization to the west, northwest and at depth. Mineralization in these areas is open in these directions, and further drilling is required to prove up its extents.
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In 2019, a single 1,327 foot drill hole targeting a deeper zone below the Granite pit was completed with the purpose of upgrading and expanding inferred resources to measured/indicated below the Granite pit. The results received confirmed the presence of mineralization that remains open at depth to the southwest.
In 2020, 12 core holes were drilled, including five monitoring wells, in and around the perimeter of the active Gibraltar and Pollyanna mining areas, for a total of 12,234 feet.
Sixteen core holes were drilled in 2021, including ten holes totaling 10,280 feet in and around the perimeter of active mining areas. Six exploration drill holes were also completed in the 2021 program; three holes in the CKN area on geophysical and geochemical anomalies, two holes in the Gunn area, and one hole in the 98 Oxide area, for a total of 7,998 feet. Results of these holes are discussed in the Gibraltar Technical Report.
In 2022, four (4) exploration drill holes totaling 3,164 ft were completed to test magnetic-conductive anomalies at three targets surrounding the Gibraltar Mine, including the Cuisson Lake Zone, Southeast Zone and Gunn Zone. In addition, an infill drilling program consisting of 22 holes totaling 14,511 ft was carried at the Gibraltar Mine, where 9,389 ft were drilled at the Connector pit and 6,001 ft at the Gibraltar pit. In addition, three water monitoring wells totaling 3,200 ft were drilled at the Pollyanna and Gibraltar pits.
Sampling, Analysis, and Data Verification
Almost 142,000 samples have been taken for total copper analysis from drilling at Gibraltar since 1965. About 93% of these samples were also assayed for molybdenum, 88% for acid soluble copper, 39% for acid soluble iron, 38% for multi-element inductively coupled plasma ("ICP") and 37% for gold. Essentially all rock drilled and recovered is sampled in 10 ft intervals. Unconsolidated overburden material, where it exists, is generally not recovered by core drilling and therefore not usually sampled.
From discovery in 1965 through mine start-up in 1971, and since mine re-start in 2004, 93% of the assays on exploration drill samples have been performed by reputable, independent third party analytical laboratories. Mine laboratory personnel performed all exploration drill core sample analyses from 1979 to 1998 and in 2003, and on all rotary air blast percussion holes drilled between 2009 and 2021.
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Well-documented sample preparation, security and analytical procedures used on the Gibraltar drill programs since 1999 have been carried out in an appropriate manner consistent with common industry practice. The results are supported by many years of mine production. A significant amount of due diligence and analytical quality assurance and quality control ("QA/QC") for copper and molybdenum has been completed on the samples that were used in the current mineral resource/reserve estimate. No significant factors of drilling, sampling, or recovery that impact the accuracy and reliability of the analytical results were observed. The quality of the work performed on the digital database provides confidence that it is of good quality and acceptable for use in geological and resource modeling of the Gibraltar deposits.
The survey accuracy of the Gibraltar drill holes is acceptable, and they have been used to guide mining activities for many years. Details of sample preparation, assay laboratories, security, and data verification used in the Gibraltar drill hole sampling and analytical programs is documented in the Gibraltar Technical Report. Sample preparation, security and data verification protocols since the Gibraltar Technical Report continue to apply these same procedures and standards.
Mineral Processing and Metallurgical Testing
Sulphide ore from the Gibraltar deposits has been processed on-site since 1972 and run of mine oxide ore has been leached since 1986. The current mineral reserves are contained within zones which have been significantly mined, with the exception of the Extension Zone. Metallurgical testing associated with the Extension Zone returned results consistent with the rest of the mineralized zones.
The basis for predictions of copper concentrate flotation recovery is plant performance data from both of the existing concentrators based on sulphide and oxide content. Copper recovery is expected to average 85% over the remaining operating period of the reserves.
Predictions of recoverable pounds of molybdenum from the reserve have been informed by historic test work and plant production data. The overall molybdenum recovery is predicted to be 50% for the remaining reserves.
The basis of the predictions of copper cathode produced from heap leaching and subsequent solvent extraction is based on an economic assessment of recoverable copper using a kinetic leach curve developed from historic production data in conjunction with the copper oxide ore release schedule from the mine plan. It is predicted that approximately 50% of placed oxide copper mass in the reserve is economically recoverable to cathode.
Mineral Resource and Mineral Reserve Estimates
The Gibraltar Mine mineral resources and reserves are effective December 31, 2022, as documented in the Gibraltar Technical Report and reflect depletion due to mining in 2022.
The reserve estimate uses long-term metal prices of US$3.05/lb for copper and US$12.00/lb for molybdenum and a foreign exchange rate of C$1.00=US$0.80.
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The proven and probable sulphide reserves as of December 31, 2022, are tabulated in Table 2 below.
Table 2: Gibraltar Mine Sulphide Mineral Reserves as of December 31, 2022 at 0.15%
Copper Cut-off
|
Pit |
Category |
Tons (millions) |
Cu (%) |
Mo (%) |
|
Pollyanna |
Proven |
91 |
0.24 |
0.008 |
|
|
Probable |
26 |
0.21 |
0.007 |
|
|
Subtotal |
117 |
0.23 |
0.008 |
|
Connector |
Proven |
159 |
0.25 |
0.010 |
|
|
Probable |
7 |
0.22 |
0.007 |
|
|
Subtotal |
167 |
0.25 |
0.010 |
|
Gibraltar |
Proven |
157 |
0.24 |
0.008 |
|
|
Probable |
135 |
0.23 |
0.008 |
|
|
Subtotal |
292 |
0.24 |
0.008 |
|
Extension |
Proven |
84 |
0.31 |
0.002 |
|
|
Probable |
8 |
0.25 |
0.002 |
|
|
Subtotal |
92 |
0.31 |
0.002 |
|
Ore Stockpiles |
|
8 |
0.18 |
0.007 |
|
Total |
676 |
0.25 |
0.008 |
|
(1) Mineral Reserves follow CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).
(2) Sulphide Mineral Reserves are exclusive of Oxide Mineral Reserves and are contained within Mineral Resources.
(3) Mineral Reserves are assumed to be extracted using open pit mining methods and are based on US$3.05/lb Cu price, $12.00/lb Mo price, exchange rate of US$0.80=C$1.00, metallurgical recoveries of 85% TCu and 40% Mo for sulphide ore and 50% ASCu for oxide ore.
(4) A tonnage factor of 12ft3/ton has been applied for rock and 15ft3/ton for overburden and fill.
(5) Numbers may not add due to rounding.
There are also oxide reserves as shown in Table 3 below. These oxide reserves as of December 31, 2022 are in addition to the sulphide reserves stated in Table 2.
Table 3: Gibraltar Mine - Oxide Mineral Reserves as of December 31, 2022 at 0.10% ASCu Cut-off
|
Pit |
Category |
Tons (millions) |
ASCu (%) |
|
Connector |
Proven |
1 |
0.16 |
|
|
Probable |
14 |
0.15 |
|
|
Subtotal |
15 |
0.15 |
|
Gibraltar |
Proven |
0 |
0.15 |
|
|
Probable |
1 |
0.18 |
|
|
Subtotal |
1 |
0.17 |
|
Ore Stockpiles |
1 |
0.16 |
|
|
Total |
17 |
0.15 |
|
(1) Mineral Reserves follow CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).
(2) Oxide Mineral Reserves are exclusive of Sulphide Mineral Reserves and are contained within Mineral Resources.
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(3) Mineral Reserves are assumed to be extracted using open pit mining methods and are based on US$3.05/lb Cu price, $12.00/lb Mo price, exchange rate of US$0.80=C$1.00, metallurgical recoveries of 85% TCu and 40% Mo for sulphide ore and 50% ASCu for oxide ore.
(4) A tonnage factor of 12ft3/ton has been applied for rock and 15ft3/ton for overburden and fill.
(5) Numbers may not add due to rounding.
The resource estimate uses long-term metal prices of US$3.50/lb for copper and US$14.00/lb for molybdenum and a foreign exchange rate of C$1.00=US$0.80.
The mineral reserves stated in Table 2 and Table 3 above are mutually exclusive and are contained within the mineral resources as stated effective December 31, 2022 in Table 4 below:
Table 4: Gibraltar Mine Mineral Resources as of December 31, 2022 at 0.15% Copper Cut-off
|
Category |
Tons (millions) |
Cu (%) |
Mo (%) |
|
Measured |
827 |
0.25 |
0.007 |
|
Indicated |
355 |
0.23 |
0.007 |
|
Total (M&I) |
1,182 |
0.24 |
0.007 |
|
Inferred |
78 |
0.22 |
0.004 |
(1) Mineral Resources follow CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).
(2) Mineral Resources are reported inclusive of Mineral Reserves.
(3) Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
(4) The Mineral Resource has been confined by a "reasonable prospects of eventual economic extraction" pit using the following assumptions: Cu price of US$3.50/lb, Mo price of US$14.00/lb, Exchange rate of US$0.80=C$1.00, metallurgical recoveries of 85% for Cu and 40% for Mo.
(5) A tonnage factor of 12ft3/ton has been applied for rock and 15ft3/ton for overburden and fill.
(6) Numbers may not add due to rounding.
The mineral resource and reserve estimations were completed by Taseko and Gibraltar Mine staff under the supervision of Richard Weymark, P.Eng., MBA, Vice President Engineering, a Qualified Person under NI 43-101 and the author of the Gibraltar Technical Report. Mr. Weymark has verified the methods used to determine grade and tonnage in the geological model, reviewed the long-range mine plan, and directed the updated economic evaluation.
Mining Operations
The Gibraltar Mine is a typical open pit operation that utilizes drilling, blasting, cable shovel loading and large-scale truck hauling to excavate rock. The Gibraltar Mine is planned for excavation of sulphide mineralized material of sufficient grade that it can be economically mined, crushed, ground and processed to a saleable product by froth flotation.
A small amount of rock containing oxide mineralization is present at Gibraltar Mine that can be leached with a highly diluted sulphuric acid, which is naturally assisted by bacterial action, and the resultant copper sulphate solution can be processed to cathode copper in the SX/EW plant.
The strip ratio over the remaining 22 year operating period of the reserve will average 2.4:1. Strip ratio refers to the ratio of the amount of waste material required to be mined in order to extract a unit of ore. The strip ratio will vary and be managed over the course of the mine life based on exchange rates, commodity prices, and grade distribution during annual and mid-range mine planning process to optimize the economic performance of the operation.
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Processing and Recovery Operations
The processing facilities at the Gibraltar Mine consist of two separate bulk sulphide concentrators, a dedicated molybdenum flotation plant, and a series of leach piles which feed a SX/EW facility.
Run of mine ore is fed to the two sulphide concentrators in parallel at a combined design rate of approximately 85,000 tpd. These two bulk concentrators, while differing in size, follow the same process path. Ore is fed to primary crushing with the product reporting to a closed circuit SAG/Ball comminution stage. Ground ore is processed through a rougher flotation stage. Tailings from the rougher flotation stage are pumped to a storage facility, while the concentrate is reground and processed through two further cleaner flotation stages. Final bulk concentrate contains both copper and molybdenum values.
The bulk concentrate from both facilities is combined and processed through a single molybdenum flotation plant. The bulk concentrate is floated in a rougher stage which depresses the copper values and selectively recovers molybdenum. The underflow from this plant is the site's final copper concentrate. This copper concentrate is dewatered and shipped in bulk to market. The rougher concentrate is reground and processed through two further cleaner flotation stages. Molybdenum final concentrate from this plant is dewatered and bagged, and subsequently shipped to market. The molybdenum flotation plant was restarted in September 2016 after being idled in July 2015 during period of low molybdenum prices.
Oxide ore from the mine is delivered to oxide leach dumps. The SX/EW plant is designed to extract copper from the pregnant leach solutions ("PLS") collected from the site's leach dumps. Acidic solution is passed through the leach pile and extracts copper in the form of copper ions in this PLS. This copper laden solution is delivered to the SX/EW plant via collection ditches, ponds and pumps where required. The process takes PLS and selectively extracts the copper ions in solvent extraction mixer-settlers. The copper is transferred from this acid solution to an organic phase and finally to a clean electrolyte. The electrolyte is filtered and heated before being passed through the electrowinning cells where the copper is plated out on stainless steel cathodes. The resultant high quality cathode copper is bundled and sold. The barren solution leaving the plant, raffinate, is pumped back to leach additional copper from the leach piles. The SX/EW facility has been placed in care and maintenance since 2015 due to depleted leach dumps and limited fresh oxide ore feed from the mining activity. The plant will be restarted in 2024 when sufficient oxide ore is mined to justify its operation.
Gibraltar's copper concentrate has a nominal 28.5% copper grade and includes silver as a by-product with no significant deleterious elements. Gibraltar's molybdenum concentrate has a nominal grade of 48% molybdenum and 3.0% copper. Gibraltar copper cathode is nominally 99.9%+ pure copper.
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Infrastructure, Permitting and Compliance Activities
The Canadian National Railway ("CN") has rail service to facilitate the shipping of copper concentrates to Vancouver Wharves, owned and operated by PKM Canada Marine Terminal LP (or "Pembina") in North Vancouver, British Columbia. The Company operates the concentrate rail load-out facility on the CN rail line at Macalister, 26 kms from the mine site. Gibraltar owns the buildings and a portion of the land upon which the siding is located and has an agreement in place for the use of CN-owned siding materials.
Electricity is obtained from BC Hydro. Natural gas is provided by Fortis BC. The communities of Williams Lake and Quesnel are sufficiently close to the site to supply goods, services, and personnel to the Gibraltar Mine. Fresh water for the mine site is obtained from a set of wells on the Gibraltar Mine property. Process facilities operate using reclaimed water from the existing tailings storage facility.
Crusher 1, the in-pit primary crusher feeding Concentrator 1, will be relocated in 2023 to allow subsequent mining of the Connector Pit. Engineering and design work for the crusher move are complete and construction activities to support relocation of the crusher are underway. Construction of the support civil, structural, mechanical, and electrical systems will be completed by mid-2023 with the relocation of the crusher itself scheduled to occur in the third quarter of that year.
Tailings will continue to be deposited in the Tailings Storage Facility ("TSF") located approximately 3.5 kms north of the plant site through 2038. Starting in 2039 tailings will be deposited in the mined-out Gibraltar and Extension pits.
Water stored in the TSF and Gibraltar Pit is currently being pumped to the mined-out Granite Pit while work progresses on in-situ nitrate treatment which will allow discharge to the Fraser River to recommence. In addition, a water treatment plant is being permitted and expected to be built and operational by mid-2024 that will allow more excess water to be discharged offsite.
Gibraltar Mine operates under Mines Act Permit M-40 issued by the Ministry of Energy, Mines and Low Carbon Innovation ("EMLI"). Environmental protection programs at the mine are regulated through effluent permit PE-416 and air permit PA-1595, both of which are administered under the BC Environmental Management Act.
Amendments to the above permits will be required for proposed pit, waste rock storage facility and TSF expansions as well as in-pit tailings deposition. Approvals will also be required for route changes to the site access road and a utility corridor containing several individual utility lines.
Capital and Operating Costs
As the majority of the mine's facilities are in place and operating, the only capital requirements are for:
- Purchasing additional mining equipment in 2023 and 2029;
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-
Restarting the SX/EW plant in 2024;
-
Completing the in-pit primary crusher and mine area electrical substation relocations to outside of the planned Connector Pit in 2023;
-
Relocating a portion of the mine access road and utility services that run through the planned Gibraltar and Extension Pits in 2031 and 2032;
-
Ongoing TSF construction activities through 2038 and establishment of in-pit tailings deposition in 2039;
-
Water management costs and upgrades including application of in-situ water treatment in 2023, construction of a water treatment plant by mid-2024 and expansion of the surface water management infrastructure in 2027 and 2032; and
-
General sustaining capital to maintain the integrity of the mining and processing equipment.
The total anticipated site capital requirements over the next 22 years are summarized in Table 5.
Table 5: Capital Cost Summary
|
Area |
Total Capital (in millions) |
|
Major Mining Equipment |
25 |
|
Process Improvements |
5 |
|
Crusher & Substation Relocation |
28 |
|
Road & Utility Realignment |
24 |
|
Tailings |
137 |
|
Water Management & Treatment |
36 |
|
General Sustaining |
591 |
|
Total |
843 |
(1) Totals may not add due to rounding.
Average estimated per unit operating costs over the next 22 years are summarized in Table 6:
Table 6: Site Operating Cost Summary
|
Operating Category |
Life of Mine Cost |
|
Mine cost/ton milled |
$5.97 |
|
Processing cost/ton milled |
4.55 |
|
General and Admin cost/ton milled |
1.00 |
|
Total Operating cost/ton milled |
$11.53 |
(1) Totals may not add due to rounding.
The basis for capital and operating cost estimates is documented in the Gibraltar Technical Report.
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Exploration, Development, and Production
Gibraltar has a number of continuous improvement initiatives underway with focus areas that include improving productivity of the mining and processing equipment, improving the efficiency of the various unit operations and reducing operating costs. Initiatives that demonstrate value will ultimately result in reduced unit cost per pound of copper relative to current assumptions.
Florence Copper
Unless stated otherwise, the information of a technical or scientific nature related to the Florence Copper Project contained in this AIF is summarized or extracted from the technical report entitled “NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona” dated March 30, 2023 which has an effective date of March 15, 2023 (the “Florence Copper Technical Report”), prepared under the supervision of Richard Tremblay, P.Eng., MBA, Richard Weymark, P. Eng., MBA, and Robert Rotzinger, P.Eng., filed on Taseko’s profile at www.sedar.com. Mr. Tremblay is employed by the Company as Sr. Vice President Operations, Mr. Weymark as Vice President Engineering and Mr. Rotzinger as Vice President Capital Projects. All three are "Qualified Persons" as defined by Canadian securities regulatory instrument NI 43-101.
Project Description, Location and Access
The Florence Copper Project presents a unique opportunity to construct a commercial scale ISCR facility that has low initial capital and operating costs, less environmental impact than a traditional open pit mine and is located in a secure mining friendly jurisdiction.
The Florence Copper Project is located in the Town of Florence, Pinal County, Arizona at latitude 33° 02' 49" North and longitude 111° 25' 48" West and is approximately equidistant (~ 65 miles) from Tucson and Phoenix, which are connected by Interstate 10 (I-10). The site entrance is 14 miles by paved highway from Interstate 10 or US Route 60 and can be accessed from the center of the Town of Florence via 4 miles of paved highway (AZ Route 79 and Hunt Highway).
The property consists of two land parcels: 1,145 acres held in fee simple ownership, and 160 acres of Arizona State Trust Lands through Arizona State Mineral Lease 11-26500. Florence Copper pays annual property taxes on the private land parcels and pays annual lease payments to the Arizona State Land Department.
Florence Copper holds the mineral rights within the resource area and the property has three royalty agreements in place. The land subject to Arizona State Mineral Lease 11-26500 is subject to a royalty payable to the State of Arizona based on a percentage (between 2% and 8% according to a "Copper Index Price") of the gross value of minerals produced. A 3% "Net Returns" royalty on the entire property is payable to Conoco Inc. and a 2.5% "Net Profits Interest" royalty applicable to the patented land is payable to BHP Billiton. Florence Copper has entered into a copper stream agreement with Mitsui for 2.67% of copper production.
Although there are some limited environmental liabilities on the project site relating to historical mining and exploration activities conducted by previous owners, as well as Florence Copper's PTF operations, these are managed by the Company and do not pose a risk to access, title or the ability to perform work on the project.
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The patented land portion of the project was subject of a legal non-conforming use litigation which was decided in the Company's favour. Further legal details are included in the section of this AIF entitled "Legal and Permitting".
History
The earliest known exploration activity in the Florence Copper area was conducted by ASARCO. ASARCO drilled three exploration holes to the west of Poston Butte which did not intersect significant mineralization and the majority of the land leases and permits held by ASARCO were subsequently dropped.
After signing land options, Conoco Inc. ("Conoco") started drilling on the property in March 1970. The first drill hole, located on the southwest flank of Poston Butte, encountered oxide/silicate copper and supergene enriched copper mineralization. Conoco continued their drilling program and ultimately determined that there was sufficient mineralization in the area to warrant a systematic multi-hole exploration program and engineering studies to assess the economic feasibility of the property. Conoco's work to define the mineral system and project included extensive exploration and definition drilling as well as development of a pilot mine. Between 1969 and 1975, Conoco geologists delineated an extensive, porphyry copper system south-southwest of Poston Butte. The delineation was based on 605,857 feet of exploration and development drilling in 659 holes. Development drilling ceased in 1975 and the project became dormant.
The property remained idle from 1975 until July 1992 when Magma Copper Company ("Magma") acquired the property from Conoco. Magma initiated a Pre-Feasibility Study in January 1993 to verify the previous work and to determine the most effective technology for extracting copper from the deposit. As part of this study an additional 23 holes were drilled to verify the accuracy or consistency of the Conoco data, 12 holes were drilled to assess material properties (pumping tests), and two large-diameter (6-inch) holes were drilled to obtain bulk samples for metallurgical testing. The Pre-Feasibility Study was completed in January 1995 with the addition of 30 new core holes and 12 pump and observation wells. Magma began work on a Feasibility Study for the project shortly thereafter.
In January 1996, BHP Copper Inc. ("BHP") acquired Magma. Work on the Feasibility Study continued through the acquisition. As of May 31, 1997, the study had completed drilling 112 new boreholes including 45 core holes for resource estimation and metallurgical testing purposes and 67 holes drilled into the deposit and surrounding area to serve as groundwater pumping, observation, and monitoring wells. In 1998, BHP conducted a 90-day field optimization ISCR test to gather copper recovery and other technical data to inform a final Feasibility Study. The outcome of the field test confirmed that production wells could be efficiently installed into the mineralized zone, hydraulic control of the injected process solutions could be documented and maintained, and that the ISCR method was the preferred method. After the completion of the BHP field test, the project was idled due to a period of low metal prices. The BHP test also confirmed that the wellfield could be efficiently rinsed and monitoring of the wellfield has continued post-closure.
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BHP conveyed the land constituting the Florence Copper site to Florence Copper Inc. in May 2000. BHP's Florence Copper Inc. was then sold to Merrill Mining LLC of Atlanta, Georgia, effective in December 2001. In the years between 2002 and 2009 the ownership of the private property passed through a number of companies including Roadrunner Resorts LLC, WHM Merrill Ranch Investments LLC, the Peoples Bank, and Merrill Ranch Properties. Ownership of Arizona State Mineral Lease 11-26500 remained with Florence Copper Inc. which was acquired by Felix Hunt Highway LLC in 2008.
In 2010, Curis Resources Ltd. ("Curis") completed the acquisition of the current Florence Copper land holdings. A drilling program consisting of six PQ-diameter diamond drill holes was conducted in two representative areas of the deposit in 2011. This drilling was used to confirm previous historical drilling results and provide representative samples for metallurgical test work. All but one of the holes drilled during this program had an additional HQ-diameter core drilled as a wedge from the original hole.
Curis was acquired by Taseko in November 2014.
Geological Setting, Mineralization and Deposit Types
The Florence porphyry copper deposit formed when dike swarms of Laramide-age granodiorite porphyry intruded Precambrian quartz monzonite near Poston Butte. The dike swarms were fed by a larger intrusive mass at depth. Hydrothermal solutions associated with the intrusive dikes altered the host rock and deposited copper and iron sulfide minerals in disseminations and thin veinlets. Hydrothermal alteration and copper mineralization were most intense along the edges and flanks of the dike swarms and intrusive mass.
The region was later faulted and much of the Florence deposit was Isolated as a horst block. This horst block, as well as the downthrown fault blocks to the west, was exposed to weathering and erosion. The center of the deposit was eventually eroded to a gently undulating topographic surface while a deep basin formed to the west. Coarse, poorly bedded conglomerate from the surrounding mountains filled the basin west of the Florence deposit and began to cover the eroded top of the horst block. River sand, silt, and gravel buried the entire deposit to a depth of approximately 425 feet. During this period of erosion and deposition, calcareous silty mud and clay layers were deposited in shallow basins that extended over the region. This 20 to 40 feet thick clay layer, which occurs approximately 50 to 125 feet above the top of bedrock acts as an aquitard beneath the Florence Copper property that retards mixing of groundwater from the water-bearing zones above and below this layer.
The mineralized zones consist of an iron-enriched leached cap, an oxide zone, and an underlying sulfide zone that are often separated by a thin transition zone of partially oxidized supergene sulfides. The underlying hypogene sulfide zone, because of its depth, low permeability, and relatively non-soluble mineralogy, is not favorable to develop by ISCR methods. A majority of the copper oxide mineralization is located along fracture surfaces, but chrysocolla and copper-bearing clay minerals also replace feldspar minerals in the granodiorite porphyry and quartz monzonite. A barren or very low-grade zone, dominated by iron oxide and clay minerals, caps some portions of the top of bedrock especially in the western area. The thickness of the oxide zone ranges from 40 feet to 1,000 feet and has an average thickness of 400 feet. The top of the oxide zone begins at or near the bedrock surface that underlies 400-425 feet of alluvial and basin-fill material. The lateral extent of mineralization in plan is approximately 3,500 feet across in an east-west direction and from 1,500 feet to over 3,000 feet across in a north-south direction.
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The mineral deposit type at the Florence Copper site is a Laramide-age porphyry copper deposit consisting of a large core of copper sulfide mineralization underlying a zone of copper oxide mineralization. The central portion of the deposit is overlain by approximately 400 feet of flat-lying conglomerate and alluvial material that contains a fine-grained silt and clay interbed. The oxide and sulfide zones are separated from one another by a transition zone of mixed oxide-supergene sulfide ranging from 0 to 55 feet in thickness.
Exploration
The previous owners of Florence Copper performed substantial exploration work including drilling (exploration, assessment, condemnation, geotechnical, and environmental), underground mine development, geophysical surveys, and mineralogy studies.
Over the period since Taseko acquired Florence Copper, the Company has not conducted any exploration work on the property, its activities concentrating on permitting, metallurgical testing, engineering, and the construction and operation of the PTF.
Drilling
Drilling has been conducted at the Florence Copper Project by five companies from 1963 to 2018 using core drilling, reverse circulation rotary drilling, and conventional rotary drilling methods. The historical drilling results and data entry have been verified by each company in succession.
Conoco developed a detailed geologic core logging protocol for the site in the early to mid-1970s. With slight modifications, Magma, BHP, and Florence Copper geologists continued to use this method to maintain consistency with the geologic data produced by Conoco.
Since 2009, work on the property has been focused on the site's potential copper production through ISCR which has included the drilling of 6 holes to obtain samples for metallurgical testing and engineering studies to support planning for project development.
The construction and operation of the PTF required the drilling of 36 wells using the mud rotary reverse circulation method and cuttings were not assayed.
Drilling performed on the property is summarized in Table 7 below.
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Table 7: Drilling Footage by Company
| Company | # of Drill Holes |
Length (feet) |
| Florence Copper (2017-2018) | 36 | 39,231 |
| Curis Resources (2011) | 11 | 7,315 |
| BHP Copper Company (1997) | 21 | 16,638 |
| Magma Copper Company (1994-1996) | 158 | 142,250 |
| Conoco (1970-1977) | 623 | 624,327 |
| Other | 7 | 4,152 |
Sampling, Analysis and Data Verification
Sampling protocols were developed by previous owners to ensure consistency and remove or eliminate bias. Sampling consisted of core samples and cuttings from drilling as well as groundwater quality and process solution samples. Core samples as well as conventional rotary and reverse circulation drill cuttings were all assayed, although assays for conventional rotary cuttings are considered unreliable and have not been used in the project data set. Core samples provide the most representative, unbiased samples of the mineralized materials encountered in the boreholes.
The historical and current sample preparation procedures, analyses performed, and the sample security in place for rock, groundwater quality, and process solution samples followed industry standard procedures, and are sufficient to support the project resource estimate and the wellfield mine plan and reserve estimates.
Data verification has been performed by each company conducting exploration and development at the site and the information and data generated by all prior owners have been reviewed and verified to ensure that the data is of good quality and is suitable for use in mineral reserve estimates. Details of sample preparation, assay laboratories, security, and data verification used in the drill hole sampling and analytical programs is documented in the Florence Technical Report.
Mineral Processing and Metallurgical Testing
The Florence Copper property has a long history of metallurgical testing which establishes the amenability of the site oxide copper mineralization to leaching. Laboratory metallurgical testing has focused on leaching whole core samples to predict ISCR performance. Over various test phases, improvements were made to lab scale testing apparatus and methodologies, evolving from column tests to box tests to PRT's to SLT's, to better simulate scale up of ISCR. The primary objective of these tests was to build datasets that establish leach curve characteristics rather than establishing the maximum leachable copper from each sample. Once a test dataset was deemed mature enough to characterize the leach curve in its entirety, the tests were discontinued and established METSIM modelling techniques were used to generate a leach kinetic curve models projecting the terminal recovery for each test.
- 40 -
Florence Copper has operated a demonstration scale ISCR facility referred to as the PTF where leaching under commercial operating conditions was completed between December 2018 to June 2020. This was followed by a 4-month leaching ramp-down period with continued operation of the PTF's solvent-extraction and electrowinning processing plant. By the end of October 2020, the process plant was shutdown and the PTF subsequently transitioned to demonstration of the rinsing phase which is currently still in progress. The PTF was successful in demonstrating hydraulic control could be achieved and maintained in the Florence Copper well field over the entire demonstration validating the oxide ore zone behaves hydrologically as an equivalent porous media. While the PTF was not designed nor permitted to run a full leach cycle to determine ultimate ore block recoveries, the opportunity was taken to evaluate previous laboratory test work assumptions, test operational controls and strategies, and collect generated scale up process data which has facilitated the development of more sophisticated leaching models calibrated to the observed performance of the PTF well-field.
The refined leach models predict copper extraction, PLS grade and acid consumption over time for an ore block based on its grade (total copper and acid soluble copper) and the acid application rate (flow and raffinate acidity) selected. The production performance from each ore block will be dynamic and a function of the commercial extraction plan. The total recovery to copper cathode is conservatively projected to be 65.8% at an average PLS grade of 1.7 g/L for the project.
Mineral Resource and Mineral Reserve Estimates
The Florence Copper mineral reserves and resources are effective December 31, 2022, as documented in the Florence Copper Technical Report.
The reserve estimate utilizes a copper price of US$3.05 per pound and the reserves as of December 31, 2022 are presented in Table 8 below.
Table 8: Proven and Probable Reserve Estimate (Effective December 31, 2022)
|
|
Tons (in millions) |
% TCu Grade |
Contained Cu (in millions lbs) |
|
Proven |
258 |
0.35 |
1,812 |
|
Probable |
63 |
0.40 |
503 |
|
Total |
320 |
0.36 |
2,316 |
1. Mineral Reserves follow CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).
2. Mineral Reserves are contained within Florence Copper's Mineral Resources.
3. Mineral Reserves are assumed to be extracted using ISCR extraction methods using the following assumptions: $3.05 Cu price, $31,600/acre for core hole abandonment, $240,400/acre for cultural mitigations in identified Cultural Sites, $149,600 + $263/foot well drilling costs, $160/ton acid cost, $45.30/ton acid applied for well field operating costs, 1.2% surface losses, $0.10/lb Cu for electrowinning cost, $0.12/lb Cu G&A cost, $0.69/ton reclamation cost, $0.02/lb Cu shipping cost, 7% NSR royalties on ALSD land, 3% NSR royalties on freehold land, and 2.5% royalties on net profit.
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4. Mineral Reserves are reported without a cut-off grade and on a fully diluted basis to reflect the nature of the ISCR extraction method proposed.
5. Tonnage factors of 13.5 ft3/ton and 13.13 ft3/ton have been applied corresponding to 8% porosity in the upper oxide zone and 5% porosity in the lower oxide and transition zones.
6. Numbers may not add due to rounding.
The Florence Copper mineral resource as of December 31, 2022 is summarized in Table 9 below and includes the mineral reserves summarized in Table 8 above. The mineral resource estimate utilizes a copper price of US$3.50 per pound.
Table 9: Florence Project Oxide Mineral Resources (Effective December 31, 2022)
|
Class |
Tons (in millions) |
%TCu Grade |
Contained Cu (in millions lbs) |
|
Measured |
292 |
0.34 |
1,997 |
|
Indicated |
71 |
0.39 |
552 |
|
M+I |
363 |
0.35 |
2,549 |
|
Inferred |
42 |
0.32 |
266 |
1. Mineral Resources follow CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).
2. Mineral Resources are reported inclusive of Mineral Reserves.
3. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
4. Mineral Resources are confined to the Oxide and Transition zones inside a "reasonable prospects of eventual economic extraction" boundary assuming ISCR extraction methods using the following assumptions: $3.50 Cu price, $31,600/acre for core hole abandonment, $240,400/acre for cultural mitigations in identified Cultural Sites, $149,600 + $263/foot well drilling costs, $160/ton acid cost, $45.30/ton acid applied for well field operating costs, 1.2% surface losses, $0.10/lb Cu for electrowinning cost, $0.12/lb Cu G&A cost, $0.69/ton reclamation cost, $0.02/lb Cu shipping cost, 7% NSR royalties on ALSD land, 3% NSR royalties on freehold land, and 2.5% royalties on net profit.
5. Mineral Resources are reported without a cut-off grade to reflect the nature of the ISCR extraction method proposed.
6. Tonnage factors of 13.5 ft3/ton and 13.13 ft3/ton have been applied corresponding to 8% porosity in the upper oxide zone and 5% porosity in the lower oxide and transition zones.
7. Numbers may not add due to rounding.
Mining Operations
The extraction method proposed for the Florence Copper Project is ISCR. The extraction sequence spans 22 years, to feed the SX/EW plant at a nominal rate of 11,230 gpm with enough copper in solution to produce 85 million pounds of copper cathode after accounting for surface losses. The reserves were then scheduled based on economic, operational, permit and environmental considerations.
ISCR extracts copper by injecting a weak sulfuric acid solution called raffinate through targeted portions of the mineral deposit using an array of injection wells. The raffinate passes through natural fractures and voids in the deposit and dissolves the copper mineralization. The copper laden solution, known as pregnant leach solution ("PLS"), is collected in recovery wells where it is pumped to the surface for processing. The equipment used for in-situ recovery includes wells, pumps and pipelines which inject, recover and convey process solutions.
Injection and recovery wells are arranged in a five-spot pattern with one injection well at the center and four recovery wells at the corners of each 100-foot square cell. Each five-spot pattern forms a single extraction unit within the greater well field. Surrounding these wells will be perimeter wells used to extract the hydraulic control solution required to maintain hydraulic control, followed by observation wells to monitor the hydraulic gradient.
- 42 -
Wells will be constructed in a manner that allows them to change service as the well field develops. This will allow wells initially constructed as perimeter and observation wells to be converted to injection and recovery wells as the well field expands over time. It will also provide the capability of converting between injection and recovery wells in order to operate in a reverse flow configuration.
Individual extraction units in the well field will be leached to an economic PLS cut-off grade after which they will transition to rinsing. Operational controls and tactics were developed based on experienced gained from the PTF and will be used to manage the copper extraction rate from the well field. These controls which include reverse flow, use of inflatable packers, and varying acid application rates provide flexibility during the leaching phase to manage the extraction sequence and total copper extracted from the resource.
Following copper extraction, the well field will be rinsed to recover the latent process solutions retained in the ore zone and to return the aquifer to prescribed water quality standards. Rinsing occurs progressively as areas of the wellfield are cut off until rinsing of the whole well field is complete. Once the rinsing cycle in a particular area is complete the area can be decommissioned.
Processing and Recovery Operations
Florence Copper will utilize conventional solvent extraction ("SX") and electrowinning ("EW") technology to extract copper from the PLS in the SX plant and produce a final copper cathode product in the EW plant. The plant site will be located on Florence Copper private land adjacent to the main entrance to the property and to the east of the existing PTF facilities and the well field.
The SX plant is designed to selectively transfer the copper from PLS solution into an organic solution containing a copper-specific extractant. The plant is designed to handle a nominal PLS flow rate of 11,230 gpm with a PLS grade of 2 g/L and will consists of four mixer-settlers, two after-settlers and associated facilities. All mixer settlers are equipped with a dispersion pump and a mixing chamber designed for thorough contact of solution phases. The copper laden organic solution subsequently feeds an organic stripping stage where copper is transferred from the loaded organic to an electrolyte solution which subsequently feeds electrowinning.
The EW Plant consists of a total of 70 EW cells constructed of polymer concrete. Each cell will contain 84 stainless steel cathodes and 85 lead alloy anodes. The filtered and heated electrolyte from the Tank Farm is pumped through the cells in parallel. Two rectifiers produce direct electrical current which is passed through the cells in series. The current flows from the rectifiers through the electrolyte solution in each cell causing the copper from the electrolyte to plate onto the stainless steel cathode blanks.
- 43 -
Copper is plated onto the cathode blanks over a cycle of approximately one week. When the cathodes are ready for harvest, they are carried by crane from the EW cells to an automatic stripping machine. The stripping machine washes and mechanically removes the copper sheets from each side of the cathode blank. The cathode blanks are then returned to service and the copper sheets are weighed, sampled and bundled for sale.
Excess water resulting from the ISCR process will be managed in the early years through solution neutralization and evaporation, and later through use of a water treatment plant once ISCR block rinsing has initiated. The ISCR process produces excess water from hydraulic control pumping, rinsing water used in the closure of completed ISCR blocks, and any fresh water added to the process plant. The freshwater requirement for the process plant is estimated to be a nominal 63 gpm and will be produced through reverse osmosis treatment of low-grade process solutions.
Infrastructure, Permitting and Compliance Activities
Local infrastructure and vendor resources to support exploration, development, and mining are excellent. Exploration and mining service companies for the metals/non-metals, coal, oil, and gas industries are located in the major metropolitan areas of Phoenix and Tucson, and at many other major cities in the US Southwest. Locally available resources and infrastructure include power, water, communications, sewage and waste disposal, security, and rail transportation as well as a skilled and unskilled work force.
The infrastructure, services and ancillary facilities required for the project include the following:
• Site access roads
• Power
• Water supply systems
• Process water impoundments
• Security, safety and first aid facilities
• Truck scale
• Worker change house, wash-up facilities and lunchroom
• Administration and production offices
• Assay laboratory facilities
• Warehouse and storage areas
• Fuel storage and dispensing station
• Maintenance and workshop areas
• Fire protection systems
• Sanitary and waste disposal
Applications for significant amendment of APP No. P-101704, and for a UIC permit were submitted on June 12, 2019 and October 4, 2019, respectively, to incorporate the PTF into the planned commercial ISCR facility and to authorize commercial ISCR operations. Florence Copper has received the commercial APP from ADEQ and issuance of the commercial UIC permit by the EPA is pending.
- 44 -
Florence Copper will follow best practices currently used in the extractive sector to support social, community and sustainable development. The ISCR method will provide Florence Copper a unique opportunity to achieve significant reductions in energy consumption, water use and greenhouse gas emissions while minimizing disturbance of the land.
Additional details are available in the "Legal and Permitting" section.
Capital and Operating Costs
A summary of the initial capital cost estimate is shown in Table 10. Costs are based primarily on Q3 2022 vendor and contractor quotations for the work in United States dollars and do not include the sunk costs incurred on the project to date. The accuracy level for the capital costs is estimated at ±10%.
Table 10: Summary of Capital Costs
|
Item |
Capital Cost (US$ |
|
Direct Costs |
|
|
Initial ISCR Wellfield |
53 |
|
SX/EW Plant |
67 |
|
Site Infrastructure |
33 |
|
Subtotal Direct Costs |
153 |
|
Indirect Costs |
|
|
Construction Indirects |
32 |
|
Owner's Costs |
21 |
|
Contingency |
26 |
|
Subtotal Indirect Costs |
80 |
|
Total |
232 |
Note: Totals may not add due to rounding.
The sustaining capital cost estimate for the Florence Copper Project includes the progressive expansion of the well field as well as the water treatment and water management facilities required to support production through the project life. Details of the sustaining capital expenditures are presented in Table 11.
- 45 -
Table 11: Sustaining Capital
|
Item |
Capital Cost (US$ millions) |
|
Well Field Development |
867 |
|
Process Facilities |
28 |
|
Water Management Systems |
30 |
|
Total |
925 |
Note: Totals may not add due to rounding.
Details of the basis for capital cost estimates can be found in the Florence Copper Technical Report.
All the process facilities and infrastructure will be operated and maintained by the owner. All operating costs are presented in Q3 2022 United States dollars. Average operating unit costs for the life of the project are summarized in Table 12.
Table 12: Average Operating Unit Costs
|
Item |
Operating Cost ($US per lb copper) |
|
ISCR Wellfield |
0.47 |
|
SX/EW |
0.19 |
|
Water Treatment |
0.10 |
|
General and Administration |
0.27 |
|
Reclamation |
0.06 |
|
Off Property |
0.02 |
|
Total |
1.11 |
Note: Totals may not add due to rounding.
The details of the basis for the project operating cost estimate can be found in the Florence Copper Technical Report.
A discounted net present value ("NPV") cashflow model using a discount rate of 8% is used for the valuation basis. Copper price is based on a consensus long-term copper price of US$3.75 per pound. Results of the valuation are presented on a 100% basis and assume no financing costs.
- 46 -
The following after-tax economic indicators are derived from the base case life of mine cash flow assuming the tax rates in effect at the effective date of the Florence Technical Report:
- Project after-tax NPV of $930 million at an 8% discount rate;
- Internal rate of return of 47%; and
- Payback period of 2.6 years.
Exploration, Development and Production
Development of the site is planned to occur in two phases. The first phase was construction and operation of the PTF which demonstrated the application of ISCR to the Florence Copper Project. The second phase is the construction and operation of the commercial ISCR facility with an estimated annual production capacity of 85 million pounds of cathode copper.
The main focus of the PTF phase was to demonstrate to regulators and key stakeholders that hydraulic control of underground leach solutions can be maintained and provide valuable data to validate the Company's leach model as well as optimize well design and performance and hydraulic control parameters.
The PTF was constructed and commenced operations in the fourth quarter of 2018. Steady state operation of the PTF was achieved in 2019 and the focus turned to testing different wellfield operating strategies, including adjusting pumping rates, solution strength, flow direction, and the use of packers in recovery and injection wells to isolate different zones of the ore body. The operating team has used physical and operating control mechanisms to adjust solution chemistry and flow rates and has successfully achieved targeted copper concentration in solution. The grade of copper in PLS from the centre recovery well (most representative of the performance of the commercial wellfield) has achieved targeted levels and the SX/EW plant produced over one million pounds of copper cathode, mainly from the centre recovery well, prior to switching to the rinsing phase of testing by the end of October 2020. Data collected during this final rinsing phase will further inform commercial operations.
The PTF has provided valuable data to validate the Company's models and planned operating parameters, and this data has been used to refine operating plans for the commercial phase as outlined in the updated Florence Copper Technical Report. Detailed engineering for the commercial facility is substantially complete ahead of receipt of the final permits and a final construction decision.
The PTF also successfully demonstrated that hydraulic control could be achieved and maintained and confirming that the oxide ore zone behaves hydrologically as an equivalent porous media, thereby ensuring protection of underground sources of drinking water.
Legal and Permitting
On December 8, 2020, the Company received the commercial APP from the ADEQ. The APP was issued following a public comment period and public hearing in August 2020 where the project received strong support from local community members, business owners and elected officials. One appeal was filed during the 30-day public comment period. This appeal was subsequently withdrawn with prejudice. The final commercial APP was issued by the ADEQ to Florence Copper on April 30, 2021.
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The second required operating permit is the UIC permit issued by the EPA. The UIC permit application for the Phase 2 commercial ISCR facility was submitted to the EPA in August 2019. The UIC permit is the final permitting step required prior to construction of the commercial ISCR facility. In November 2021, the EPA provided the Company with an initial draft of the UIC permit. Taseko's project technical team completed its review of the draft UIC permit in early December 2021 and no significant issues were identified. In August 2022, the EPA publicly issued a draft UIC permit for Florence Copper. On September 15, 2022, the EPA held a virtual public hearing for the draft UIC permit. Twenty-seven participants provided comment at the hearing, each supporting the project and calling for a final UIC permit to be issued. The EPA public comment period concluded on September 29, 2022, and over 98% of written comments were supportive of the project.
Yellowhead Project
Unless stated otherwise, the information of a technical or scientific nature related to the Yellowhead Copper Project contained in this AIF is summarized or extracted from the technical report entitled "Technical Report on the Mineral Reserve Update at the Yellowhead Copper Project" dated January 16, 2020 (the "Yellowhead Copper Technical Report") prepared under the supervision of Richard Weymark, P.Eng., MBA, who is a Qualified Person as defined by NI 43-101 and filed on www.sedar.com under Taseko's profile.
Project Description, Location and Access
The Yellowhead Copper Project is located approximately 150 kms northeast of Kamloops at latitude 51°30' north and longitude 119°48' west in the Kamloops Mining Division. The project has paved highway, rail, and power access at Highway #5 within 10 kms of the property.
The property consists of one mineral lease which is valid until at least June 2050 and 94 mineral claims covering a total of approximately 42,358 hectares. All mineral claims are in good standing until at least October 2023. There are three parcels of fee simple land located 2.5 kms west of the nearest community, Vavenby, where the rail load-out facility would be located.
Six claims are subject to a 2.5% net smelter returns ("NSR") royalty to Xstrata while 31 claims are subject to a 3% NSR royalty to US Steel Corp., capped at $3.0 million, subject to inflation.
History
Copper mineralization was discovered in the immediate vicinity of the deposit in the mid-1960s. The initial discovery was followed-up by extensive prospecting, line cutting, road building, surface geochemical sampling, geological mapping, geophysics, trenching and diamond drilling programs.
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Noranda Exploration Company ("Noranda") and Québec Cartier Mining Company ("QCM"), a 100% wholly owned subsidiary of US Steel Corp., staked claims in the deposit area in 1965 and 1966 respectively. This resulted in the area west of the Harper Creek tributary belonging to Noranda and east of it to QCM. The two companies worked independently on their properties from 1966 until 1970. In late 1970, the companies formed a joint venture, which explored their contiguous properties until 1974.
Further work in the deposit area occurred in 1986 and 1996. This included trenching, core resampling and metallurgical testing and additional drilling.
Historical core drilling took place on the property in 11 different years over a 30-year period between 1967 and 1996. The total length of the 191 holes drilled on the property was 30,800 m. Of these holes, 165 targeted what is now known as the Yellowhead Copper Deposit, for a total of 28,200 m or 92% of the overall drilling.
No further drilling on the deposit area took place until 2006.
Yellowhead Mining Inc. ("YMI") formed as a private British Columbia company and obtained control of the project through staking, purchase and option agreements in 2005. YMI undertook their first phase of field exploration on the project in 2006 and completed 65,000 m of drilling from 2006 through 2013.
Historical resource estimates date back to 2007 culminating in a feasibility study completed in 2014 including the establishment of a proven and probable mineral reserve. Historical resource and reserve estimates are summarized in the Yellowhead Copper Technical Report filed by Taseko on SEDAR.
In February 2019, Taseko acquired a 100% interest in YMI.
Geological Setting, Mineralization, and Deposit Types
The project is located within structurally complex, low-grade metamorphic rocks of the Eagle Bay Assemblage, part of the Kootenay Terrane on the western margin of the Omineca Belt in south-central BC.
The Eagle Bay Assemblage incorporates Lower Cambrian to Mississippian sedimentary and volcanic rocks subject to deformation and metamorphism. The Eagle Bay Assemblage divides into four northeast-dipping thrust sheets that collectively contain a succession of Lower Cambrian rocks overlain by a succession of Devonian-Mississippian rocks. The Lower Cambrian rocks include quartzites, grits and quartz mica schists (Units EBH and EBQ), mafic metavolcanic rocks and limestone (Unit EBG), and overlying schistose sandstones and grits (Unit EBS) with minor calcareous and mafic volcanic units. These older units are overlain by Devonian-Mississippian succession of mafic to intermediate metavolcanic rocks (Units EBA and EBF) intercalated with and overlain by dark grey phyllite, sandstone and grit (Unit EBP).
Unit EBA of the Devonian-Mississippian succession hosts the deposit.
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The northeast trending Harper Creek Fault separates the deposit into a west domain and east domain. In the west domain, chalcopyrite mineralization is primarily in three copper bearing horizons. The upper horizon ranges from 60 m to 170 m in width and is continuous along an east-west strike for some 1,300 m, dipping approximately 30º north. The middle horizon is not as well developed and is often fragmented. It primarily exists within a graphitic and variably silicified package of rocks that range from 30 m to 40 m in width at the western extent, increasing up to 90 m locally eastward, gradually appearing to blend into the upper horizon. The lowest or third horizon has less definition mainly due to a lack of drill intersections. Commonly hosted within mafic to intermediate volcaniclastics and fragmental rocks, it can range from 30 m to 90 m in width although typical intersections are in the 30 m range. These horizons generally contain foliation-parallel wisps and bands as the dominant style of sulphide mineralization.
In the east domain, mineralization characterized by high angle, discontinuous, tension fractures of pyrrhotite, chalcopyrite ± bornite is frequently associated with quartz carbonate gangue. This style is common within, but not limited to, the metasedimentary rocks and areas of increased pervasive silicification. Mineralization is not selective to individual units and frequently transgresses lithological contacts throughout the area. At the near surface areas in the south and down-dip to the north, widths of mineralization typically range from 120 m to 160 m. In the central area of the east domain where thrust/reverse fault stacking has been interpreted, mineralization thicknesses typically range from 220 m to 260 m with local intersections of up to 290 m.
The deposit type is a remobilized polymetallic volcanogenic massive sulphide deposit, comprising lenses of disseminated, fracture-filling and banded iron and copper sulphides with accessory magnetite. Mineralization is generally conformable with the host-rock stratigraphy as is consistent with the volcanogenic model. Observed sulphide lenses measure many tens of metres in thickness with km-scale strike and dip extents.
Exploration
Exploration work undertaken on the Yellowhead Copper site by historical owners included stream sediment sampling, reconnaissance geological mapping, soil sampling, geophysical surveying and diamond drilling. Subsequent exploration completed between 2005 and 2013 by YMI included diamond drilling and historical core relogging, airborne geophysics (magnetic and electromagnetic), ground geophysics (magnetic, electromagnetic and induced polarization), soil sampling, rock sampling, geological mapping and petrographic and whole rock analysis of drill core and surface rock samples. This work largely focussed on the west-central part of the property in the deposit area.
Summaries of the exploration work completed are discussed in the Yellowhead Copper Technical Report. There has been no exploration on the property since 2013.
Drilling
A significant amount of drilling has taken place on the Yellowhead Copper Project, totalling 95,735 m by YMI and historical operators in 408 holes. All were cored diamond drillholes. Results from these drill programs are the basis for the mineral resource estimate. There are no drilling, sampling, or recovery factors that could materially impact the accuracy and reliability of the results.
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YMI relogged and resampled selected historical core in the deposit area from the Noranda 1968-1971 and American Comstock 1996 drill campaigns with the goal of verifying the historical analytical copper results. Results of this program showed good correlation of copper grades and thicknesses with the historically reported drill core intersections.
Drilling performed on the property is summarized in Table 13 below.
Table 13: Drilling by Company
| Company | # of Drill Holes | Core Length (metres) |
| Québec Cartier Mining Company (1967-1969) | 33 | 5,285 |
| Noranda Exploration Co. Ltd. (1968-1970) | 87 | 12,156 |
| Noranda/QCM Joint Venture (1970-1973) | 48 | 9,012 |
| Other Historical Owners (1983-1996) | 23 | 4,300 |
| Yellowhead Mining Inc. (2006-2013) | 217 | 64,985 |
| Total | 408 | 95,741 |
Sampling, Analysis and Data Verification
YMI and previous project operators systematically sampled and analyzed all potentially mineralized sections of drill core on the Yellowhead deposit for copper, the primary element of interest. Early operators in the 1960's and 1970's, typically only analyzed for copper. This expanded to include gold, silver and several other elements in the programs of the 1980's and 1990's. From 2005 onwards, over 30 elements made up the standard assaying protocol for drill core, including historical core resampled and reanalysed since then. This historical core was from the Noranda, Noranda / QCM Joint Venture and Comstock drilling. Samples taken for copper assay from all historical and modern drillholes number over 55,000 with an average core length of 1.5 m.
In 2019, the Cohesion Consulting Group ("CCG") completed an audit of the Yellowhead project drillhole database. CCG reviewed the digital files comprising the drillhole database, assay certificates, geological models and supporting documents used in the mineral resource and mineral reserve estimates. The audit found no errors, omissions, QA/QC failures or differences between this drillhole database and the supporting documents of significance to the resource and reserve estimate.
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Details of sample preparation, assay laboratories, security, and data verification used in the Yellowhead drill hole sampling and analytical programs is documented in the Yellowhead Copper Technical Report.
Mineral Processing and Metallurgical Testing
The basis of process design for the project was informed from feasibility level metallurgical test work program conducted in 2011 and early 2012 at G&T Metallurgical Services Ltd. ("G&T") in Kamloops, British Columbia.
This test program consisted of a suite of open circuit batch flotation testing, lock cycle testing, ore hardness testing, a pilot plant campaign, and mineralogical characterization of both a primary master composite representing feed from the earlier phases of mine development along with a suite of composite samples representing variable lithology and discreet spatial zones within the pit. Additional laboratory comminution test work conducted in 2011 at FLSmidth ("FLS") of Bethlehem, Pennsylvania, was also used to inform process comminution circuit design and power requirements.
The proposed process for the project consists of a conventional milling circuit to recover copper via grinding, rougher flotation, regrinding of rougher concentrate, followed by a cleaner flotation circuit. All comminution testing conducted to date suggest the ore is soft to moderately soft and very amenable to both SAG milling and ball milling.
Mineralogy characterization on ore samples from the deposit demonstrate that chalcopyrite is the dominant copper bearing mineral making up over 98% of the copper species in majority of the deposit.
Lock cycle testing produced a final copper concentrate grade of 26% copper at about a 90% total copper recovery. The final concentrate produced from lock cycle testing and the pilot plant produced a clean concentrate with deleterious elements below typical penalty limits at smelters, and also containing payable gold and silver values.
Mineral Resource and Mineral Reserve Estimates
The Yellowhead Copper mineral reserve estimate uses long-term metal prices of US$2.40/lb for copper, US$1,000/oz for gold and US$13.50/oz silver and a foreign exchange rate of C$1.00=US$0.80.
The proven and probable reserves as of December 31, 2019, are tabulated in Table 14 below.
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Table 14: Yellowhead Reserve Estimate at 0.17% Copper Cut-off
|
|
Tonnes (in millions) |
Cu (%) |
Au (gpt) |
Ag (gpt) |
|
Proven |
458 |
0.29 |
0.031 |
1.3 |
|
Probable |
359 |
0.26 |
0.028 |
1.2 |
|
Total |
817 |
0.28 |
0.030 |
1.3 |
|
Note: Totals may not add due to rounding. |
||||
The Yellowhead mineral resource estimate as of December 31, 2019 is summarized in Table 15 and includes the mineral reserves included in Table 14 above. The mineral resource uses a copper price of US$3.25/lb for copper, US$1,300/oz for gold and US$17.00/oz silver and a foreign exchange rate of C$1.00=US$0.80.
Table 15: Yellowhead Resource Estimate at 0.15% Copper Cut-off
|
Class |
Tonnes (in millions) |
Cu (%) |
Au (gpt) |
Ag (gpt) |
|
Measured |
561 |
0.27 |
0.029 |
1.2 |
|
Indicated |
730 |
0.24 |
0.027 |
1.2 |
|
M+I |
1,292 |
0.25 |
0.028 |
1.2 |
|
Inferred |
109 |
0.24 |
0.026 |
1.2 |
|
Note: Totals may not add due to rounding. |
||||
Mining Operations
The Yellowhead open pit is designed to be mined utilizing conventional truck and shovel mining techniques. The equipment utilized in this operation would be typical of that found in today's large open pit operations. Open pit operations are planned to supply a conventional copper concentrator with 90,000 tpd of ore at a cut-off grade of 0.17% copper at a strip ratio of 1.4:1 for 25 years. Ore would be delivered to a primary crusher located at the southwestern rim of the ultimate pit. An ore stockpile would be established during the first five years of operation to maximize ore grade delivered to the mill during that period and provide operating flexibility. Potentially acid generating ("PAG") waste rock would be stored inside the Yellowhead TSF while non-acid generating ("NAG") waste and overburden would be placed in conventional waste storage locations proximal to the open pit.
Processing and Recovery Operations
The proposed process plant for the project is a conventional sulphide concentrator utilizing three-stages of comminution, sulphide flotation and concentrate dewatering.
The concentrator is designed to process a nominal 90,000 tpd of ore and produce a marketable copper concentrate containing silver and gold. The concentrator would consist of a primary gyratory crusher fed run-of-mine ore from the pit transported via haul trucks. The product from the crusher would be transported via overland conveyors to a coarse ore stockpile. Ore from the stockpile would then be reclaimed and fed to two parallel SAG-ball mill circuits which produce feed for a single rougher flotation bank. The rougher flotation concentrate would be reground with two parallel vertical stirred mills prior to being reprocessed in a two stage cleaner flotation circuit which includes both tank and column flotation cells. Sulphide minerals are collected with a conventional xanthate collector and pyrite is rejected using lime.
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The final concentrate would be dewatered by thickening followed by filtration prior to being conveyed to the final concentrate stockpile. The final concentrate would be trucked off-site to a proximal rail load-out facility for subsequent transport to the Port of Vancouver or direct rail to other North American markets.
Both rougher and first cleaner flotation tailings would be transported separately to the TSF. Process water from the TSF would be reclaimed and recycled back to the process plant for reuse.
Infrastructure, Permitting and Compliance Activities
Road access proposed to the project site is from Highway #5 at the town of Vavenby via 24 km of existing forest service roads ("FSRs"). These FSRs will require minor upgrading for operations traffic, such as widening, alignment and surface reparation. A 2.5 km extension from the end of the FSRs will be required to reach the plant site.
A rail load-out facility is designed to be constructed at an existing rail siding on a property owned by Taseko near Vavenby. Concentrate would be trucked from the plant site to the rail load-out facility where it would be loaded onto trains and transported to North American markets and/or to the Port of Vancouver for overseas shipping.
Electrical power for the project would be supplied by BC Hydro from the Vavenby substation. The current Vavenby substation would need upgrades from BC Hydro to be able to provide stable power to site. The Company proposes to construct a 22 km overhead transmission line to bring power from the Vavenby substation to the project site.
Processing facilities would include a primary crusher located near the crest of the pit and associated overland conveyor; a coarse ore stockpile with a 45,000 tonne capacity; a concentrator building housing the grinding, flotation and dewatering circuits; and a concentrate shed.
The TSF is proposed to be located in the valley on the south side of the plant site, downstream of the concentrator. The main embankment would initially be constructed as a water retaining starter embankment, constructed with a rock fill shell in a downstream fashion. After year 5, cycloned sand would be used to construct centreline raises on top of the starter embankment to a final height of 165 m with a 3.5H:1V downstream slope.
Two additional embankments will be required to provide storage capacity for operations. The north and northwest embankments would be constructed in years 12 through 16.
A water treatment plant is designed as a stand-alone plant used for processing site contact water. The initial water treatment plant is proposed for construction in year 2 and commissioning in year 3.
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The mobile equipment maintenance shop would be a pre-engineered building. The designed mobile equipment maintenance shop includes a haul truck wash bay, four haul truck service bays, eight medium duty bays, four light duty bays, light duty wash bay and an adjacent welding tent sized for truck box repair and rebuilds.
Various other support facilities are planned including a two-storey administration building, mine dry, warehouse building and associated cold storage laydown, assay lab, mill reagent building, fixed plant maintenance shop and bulk explosives manufacturing and storage. Planned support facilities also include a gatehouse and first aid building, emergency response and training building and a small parking lot for suppliers and visitors.
Taseko has engaged with both the British Columbia Environmental Assessment Office ("BCEAO") and the Impact Assessment Agency of Canada regarding the Yellowhead project but it is not yet formally in the environmental assessment process. BCEAO is expected to confirm that an assessment is required in order for the project to proceed and an environmental assessment ("EA") certificate needs to be issued after the review of the EA application.
Federally, the Impact Assessment Act came into effect in August 2019 and applies to projects described in the Physical Activities Regulation. It is expected that the agency will confirm that an impact assessment is required.
Additional detail regarding EA and permitting requirements can be found in the Yellowhead Copper Technical Report.
Capital and Operating Costs
A summary of the pre-production capital costs estimated for the project is provided in Table 16. All costs shown are in Q4, 2019 Canadian dollars.
Table 16: Pre-Production Capital Cost Estimate
|
Area |
Total Pre- |
|
Mining Equipment* / Pre-Production Mining Costs |
169 |
|
Processing Facilities |
486 |
|
Tailings & Water Collection Facilities |
132 |
|
Ancillary Facilities / Infrastructure |
199 |
|
Subtotal Direct Costs |
986 |
|
Indirect Costs |
360 |
|
Grand Total |
1,347 |
|
* Includes down payment and lease costs in pre-production years only. Note: Totals may not add due to rounding. |
|
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The sustaining capital estimate includes a water treatment plant ("WTP"), staged TSF embankment construction, additional water collection systems, additional mining equipment, mining equipment lease payments, and general sustaining capital through the life of the mine. Sustaining capital costs are shown in Table 17.
Table 17: Sustaining Capital Cost Estimate
|
Area |
Total Sustaining |
|
Water Treatment, TSF Construction and Water Collection |
140 |
|
Mine Incremental Capital / Equipment Leases |
275 |
|
General Sustaining Capital |
209 |
|
Total |
624 |
|
Note: Totals may not add due to rounding. |
|
Details of the basis for capital cost estimates can be found in the Yellowhead Copper Technical Report.
Onsite operating costs comprise mining, processing and general and administration. Average onsite costs for the project are summarized in Table 18.
Offsite costs include copper concentrate transportation costs, smelter fees and deductions, and royalty payments. Average offsite costs are US$0.39/lb.
Table 18: Summary of Operating Cost Estimate
|
Item |
Operating Cost ($/t Milled) |
|
Mining |
4.53 |
|
Processing |
4.65 |
|
General and Administration |
0.79 |
|
Total Onsite Costs |
9.97 |
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The following pre-tax economic indicators are derived from the base case life of mine cash flow:
- Project after-tax NPV of $0.7 billion at an 8% discount rate;
- After-tax internal rate of return of 14%; and
- Payback period of 4.2 years.
Results of the valuation are presented on a 100% basis and assume no debt financing costs except for mining equipment leases. Metal prices used are US$3.10/lb, for copper, US$1,350/oz for gold and US$18.00/oz for silver and a foreign exchange rate of C$1.00=US$0.80. All values are in Canadian dollars unless otherwise noted.
Exploration, Development and Production
The Company is focusing its current efforts on advancing into the EA process and is undertaking some additional engineering work in conjunction with ongoing engagement with local communities including First Nations. The Company is also collecting baseline data and modeling which will be used to support the EA and permitting of the project.
New Prosperity Project
The Company has determined that, in light of the Company's current focus on Florence Copper and the Yellowhead Copper Project, the Company does not consider the New Prosperity Project to be material at this time. The Company's assessment of materiality could change and the New Prosperity Project may again become material in the future. The Company will update this information if the New Prosperity Project once again becomes material to the Company.
Project Description, Location, and Access
The New Prosperity Project is located at latitude 51° 28' N and longitude 123° 37' W in the Clinton Mining Division, approximately 125 kms southwest of the City of Williams Lake, British Columbia.
Access from Williams Lake is via Highway 20 to Lee's Corner, then via an all-weather main logging haulage road to the site, a total road distance of 192 kms.
The New Prosperity Project consists of one mineral lease which is valid until at least June 2039 and 85 mineral claims covering the mineral rights for approximately 190 square kms. All claims are in good standing until at least July 2023. It is intended that all leases and claims will be renewed prior to their renewal fees being due (in the case of the lease) and prior to their expiry in the case of the claims. The claims are 100% owned by Taseko and are not subject to any royalties or carried interests.
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History
The New Prosperity deposit was explored and extensively drilled by seven different companies between 1963 and 2007. A total 158,204 m of core and percussion drilling was completed in 481 drill holes during the twenty one years in which active drill exploration took place.
Pre-feasibility and feasibility studies were completed in 1994, 2007, and 2009.
Geological Setting, Mineralization, and Deposit Types
The project is located within the western-most portion of the Intermontane Belt at the boundary between the Intermontane and Coast morphologic belts. The project hosts a large porphyry gold-copper deposit.
Pyrite and chalcopyrite are the principal sulphide minerals in the deposit. They are uniformly distributed in disseminations, fracture fillings, veins and veinlets. Native gold occurs as inclusions in and along microfractures with copper-bearing minerals and pyrite.
Environmental Assessment
Between 2009 and 2010, the BCEAO led a review of the Project in a coordinated manner with the Canadian Environmental Assessment Agency ("CEAA").
In January 2010, Taseko received the EA certificate for the New Prosperity Project from the Province of B.C. but in November 2010, the Federal Minister of Environment announced that the Project, as proposed, would not be granted federal authorizations to proceed.
In February 2011, the Company submitted a revised project description for the New Prosperity Project to the Federal Government that addressed the concerns identified during the federal review process.
In June 2011, Taseko submitted an application to the BCEAO to amend the EA Certificate in accordance with the New Prosperity Project description.
On September 20, 2012, the Environmental Impact Statement ("EIS") was submitted to the three-member Review Panel (the "Panel") established for the federal environmental assessment of the project. Following a series of public hearings the Panel submitted their report to the Federal Minister of the Environment on October 31, 2013.
The Panel report found that the proposed project is not likely to cause significant adverse environmental effects in respect of 33 different areas provided effective mitigation was undertaken but found significant adverse environmental effects were likely in relation to three matters: (i) water quality in Fish Lake and Wasp Lake; (ii) fish and fish habitat in Fish Lake, wetlands and riparian ecosystems; and (iii) Tŝilhqot'in current use of lands for traditional purposes, cultural heritage and archaeological/historical resources.
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On November 29, 2013, the Company filed an application for judicial review in the Federal Court, asking the court for a declaration that certain findings relating to seepage and water quality be set aside, and that the Panel failed in certain respects to comply with principles of procedural fairness and the rules of natural justice.
On February 26, 2014, the Minister of the Environment announced her conclusion, based on the Panel report, that the New Prosperity Project is likely to cause significant adverse environmental effects that cannot be mitigated. She referred the matter to the Governor in Council who decided that those effects are not justified in the circumstances.
On March 26, 2014, the Company filed an application for judicial review in Federal Court, seeking to quash the decisions of the Minister and Governor in Council communicated on February 26, 2014.
The two Judicial Reviews initiated by Taseko were heard in federal court in the week of January 30, 2017. On December 5, 2017 each application for judicial review was dismissed by the court.
On January 3, 2018, Taseko filed Notices' to Appeal for both decisions. These appeals were heard by the Federal Court of Appeal on January 14 and 15, 2019, and were dismissed by the court. On February 14, 2020, Taseko filed an application for leave to appeal these Federal Court of Appeal decisions to the Supreme Court of Canada. The Supreme Court of Canada dismissed Taseko's application for leave to appeal on May 14, 2020.
In December 2019, the Tŝilhqot'in Nation, as represented by Tŝilhqot'in National Government, and Taseko entered into a confidential dialogue, with the involvement of the Province of British Columbia, to try to obtain a long-term resolution to the conflict regarding Taseko's proposed gold-copper mine currently known as New Prosperity, acknowledging Taseko's commercial interests and the Tŝilhqot'in Nation's opposition to the project.
The dialogue was supported by the parties' agreement on December 7, 2019 to a one-year standstill on certain outstanding litigation and regulatory matters that relate to Taseko's tenures and the area in the vicinity of Teẑtan Biny (Fish Lake).
The standstill agreement between the Tŝilhqot'in Nation and Taseko was most recently extended for a fourth one-year term in December 2022, with the goal of providing time and opportunity for the Tŝilhqot'in Nation and Taseko to negotiate a final resolution. In agreeing to extend the standstill through 2023, the Tŝilhqot'in Nation and Taseko acknowledge the constructive nature of discussions to date, and the future opportunity to conclude a long-term and mutually acceptable resolution of the conflict that also makes an important contribution to the goals of reconciliation in Canada
Aley Project
The Company has determined that, in light of the Company's current focus on Florence Copper and the Yellowhead Copper Project, and the Company's assessment of the relative value currently attributed to each of the Company's projects, the Company does not consider the Aley Project to be material at this time. The Company's assessment of materiality could change and the Aley Project may again become material in the future.
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Project Description, Location, and Access
Niobium is a metal used in high strength low alloy steels which are required to manufacture automobiles, bridges, pipes, jet turbines and other high technology applications. Niobium also has applications for lithium-ion battery ("LIB") anode and cathode material to facilitate safe rapid charging of batteries.
The property is located in the Omineca Mining Division in British Columbia, Canada, centred at latitude 5627'N and longitude 12313'W, approximately 140 kms north northwest of the Municipality of Mackenzie. Logging roads from Mackenzie provide access to the Ospika Logging Camp on the east side of Williston Lake. The property is located about 30 kms from the Ospika Camp and is currently accessed via helicopter.
The Aley property consists of one mineral lease valid until at least December 2045 and one hundred and eleven mineral claims covering the mineral rights for approximately 470 square kms. All claims are in good standing until at least December 2024. The Aley Property is not subject to any royalty terms, back-in rights, payments or any other agreements or encumbrances.
History
Aley Corporation acquired the property from Cominco in 2004. Since Taseko acquired Aley Corporation in 2007, Taseko has completed over 26,000 metres of drilling in 129 holes, metallurgical test work, project engineering, and environmental baseline data collection.
Geological Setting, Mineralization, and Deposit Type
The Aley region lies within the Western Foreland belt of the Rocky Mountains. The Aley Carbonatite complex intrudes Cambrian to Ordovician sedimentary rocks of the Kechika (limestone), Skoki (dolomite to volcaniclastics) and Road River Group formations (clastic sedimentary rocks). The intrusion is ovoid in plan with a diameter of approximately 2 kms and surrounded by a fenite aureole up to 500 metres.
Niobium (Nb) bearing minerals at Aley are pyrochlore, fersmite and columbite.
Development Activities
Environmental monitoring and product marketing initiatives on the Aley niobium project continue. The converter pilot test is ongoing and is providing additional process data to support the design of the commercial process facilities and will provide final product samples for marketing purposes.
The Company has also initiated a scoping study to investigate the potential production of niobium oxide at Aley to supply the growing market for niobium based batteries.
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RISK FACTORS
There are a number of risks that may have a material and adverse impact on the future operating and financial performance of Taseko and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company.
Risks Relating to Our Business and Our Industry
Changes in the market price of copper and other metals, which are volatile and have fluctuated widely, affect the profitability of our operations and financial condition.
Our profitability and long-term viability depend, in large part, upon the market price of metals, primarily copper, and potentially molybdenum, gold, silver and other metals and minerals. The market price of copper is volatile and is affected by numerous factors beyond our control, including:
-
copper demand, especially from China and from the global energy transition;
-
expectations with respect to the rate of inflation;
-
the relative strength of the U.S. dollar and certain other currencies;
-
interest rates;
-
global or regional political or economic conditions, including the impact that the war in Ukraine and the global response to it will have on these conditions and the inherent volatility this uncertainty will create;
-
global mine supply, scrap recycling rates and potential substitutions of metal;
-
global demand for industrial products like copper; and
-
sales by central banks and other holders, speculators and producers of copper, precious and other metals in response to any of the above factors.
The copper market is volatile and cyclical and consumption of copper is influenced by global economic growth, trends in industrial production, conditions in the housing and automotive industries, economic growth in China, which is the largest consumer of refined copper in the world, and the energy transition away from traditional sources to alternative, sustainable and less carbon intensive sources which inherently utilize more copper. Notably, China is increasingly seeking strategic self-sufficiency in key commodities, including investments in existing businesses or new developments in other countries. These investments may adversely impact future copper demand and supply balances and prices. Should demand weaken and consumption patterns change, in particular if consumers seek out lower cost substitute materials, the price of copper could be materially adversely affected, which could negatively affect our business and results of operations.
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A decrease in the market price of copper and molybdenum would affect the profitability of Gibraltar and our ability to finance the development of our other mineral properties including Florence Copper, which would have a material adverse effect on our business and results of operations. We also enter into provisionally priced sales contracts for our copper concentrate from Gibraltar, which could have a negative impact on our revenues if copper prices subsequently decline after shipment where prices were not fixed at the time of shipment. There can be no assurance that the market price of copper and other metals will remain at current levels or that such prices will improve. If commercial quantities of copper and other metals are discovered, there is no assurance that a profitable market will exist or continue to exist.
The war in Ukraine and the international response to it could have a material adverse effect on the economics of the Company's operations and development projects.
The outbreak of war in Ukraine and the accompanying international response to it including economic sanctions levied against Russia, has extremely disrupted the global economy, creating increased volatility in commodity markets (including oil and gas prices), international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment and execution timelines for any project development. There is substantial uncertainty about the extent to which this conflict will continue to impact economic and financial affairs, and there is the potential for escalation of the conflict both within Europe and globally. There is a risk of substantial market and financial turmoil arising from the conflict, which could have a material adverse effect on the economics of the Company's operations and developments projects.
Fluctuations in foreign currency exchange rates could have a material adverse effect on our business, results of operations and financial condition.
Fluctuations in the Canadian dollar relative to the U.S. dollar could significantly affect our business, results of operations and financial condition. As our Gibraltar operation is located in Canada, our costs are incurred primarily in Canadian dollars. However, our revenue is based on the market price of copper and other metals and is denominated in United States dollars. A strengthening of the Canadian dollar relative to the United States dollar will reduce our profitability, materially adversely affect our financial condition, and may also affect our ability to finance Florence Copper and our Other Development Projects. We do not currently enter into foreign currency contracts to hedge against currency risk.
Failure to achieve production targets or cost estimates could adversely affect our sales, profitability, cash flows and financial performance.
The Company prepares future operating and capital cost estimates with respect to existing operations including Florence Copper and its Other Development Projects. Actual production and costs may vary from the estimates for a variety of reasons such as estimates of grade, tonnage, dilution and metallurgical and other characteristics of the ore varying from the actual ore mined, revisions to mine plans, risks and hazards associated with mining, adverse weather conditions, unexpected labour shortages or strikes, equipment failures and other interruptions in production capabilities. Operating costs may also be affected by increased mining costs, variations in predicted grades of the deposits, labour costs, raw material costs, inflation, availability due to supply chain disruptions and fluctuations in currency exchange rates. Failure to achieve production targets or cost estimates could have a material adverse impact on the Company's sales, profitability, cash flow and overall financial performance. We may also in the future be required to undertake capital projects to (i) address or mitigate the impacts of climate change and extreme weather events at our facilities, (ii) comply with new government regulation directed at reducing the impacts of climate change, (iii) reduce the carbon intensity or footprint of our existing operations by reducing or eliminating fossil fuel usage, or (iv) comply with new government regulation directed at improving environmental protection. Further, there is no assurance that the Company will be able to secure premium pricing for copper produced at the Florence Copper facility based on its low-carbon characteristics.
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Mining is inherently risky and operations are subject to conditions or events beyond our control, which could have a material adverse effect on our business and results of operations.
Mining involves various types of risks and hazards, including:
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uncertainties inherent in estimating mineral reserves and mineral resources;
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environmental hazards;
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discharge of pollutants or hazardous chemicals;
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industrial or environmental accidents;
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healthy and safety hazards and risks arising from related regulatory changes;
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machinery breakdown, including impacts caused from extreme cold or heat;
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metallurgical and other processing problems;
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unusual or unexpected rock formations and other geological problems;
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structural cave-ins or slides;
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flooding;
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fire, including wildfires;
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supply chain disruptions and availability of key materials and equipment;
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metals losses; and
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periodic interruptions due to inclement or hazardous weather conditions, including on transportation infrastructure that operations are dependent upon.
These risks could result in injury or death, environmental damage, damage to, or destruction of, mineral properties, production facilities or other properties, delays in mining, increased production costs, monetary losses and possible legal liability. Interruptions to our mining or processing operations may adversely impact our ability to continue production of concentrate at expected rates, with the result that our business and results of operations may be materially adversely affected.
The Company maintains insurance against certain risks that are typical in the mining industry and in amounts that the Company believes to be reasonable, but which may not provide adequate coverage in certain circumstances. However, we may not be able to obtain adequate insurance to cover these risks at economically feasible premiums. Business interruption claims also have specified waiting periods which may limit the Company's ability to recover some or all of its losses. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to us or to other companies within the mining industry. We may suffer a material adverse impact on our business and results of operations if we incur losses related to any significant events that are not covered by insurance policies.
We are solely dependent on Gibraltar for revenues and suspension of production at that mine would materially adversely affect our business, results of operations and financial condition.
Until our development projects are developed and operational and are beginning to produce revenue, we are dependent solely upon Gibraltar for revenues. If Gibraltar were to cease production for any reason, it would have a material adverse effect on our business, results of operations, and financial position.
The Company does not wholly own the Gibraltar Mine.
The Company is the operator of and owns directly or indirectly 87.5% in Gibraltar through both its 75% joint venture interest as well as its 50% share ownership in Cariboo. Cariboo owns a 25% joint venture interest in Gibraltar. The Gibraltar Joint Venture is governed by a joint venture operating agreement, which outlines the responsibilities of the Company as operator and the decision and approval processes, including those decisions that require the consent of Cariboo. Cariboo is governed by a shareholders agreement which requires a supermajority voting on key approvals and decisions.
There is a risk that some of Cariboo's shareholders may elect not to approve certain activities or may breach the terms of the Gibraltar Joint Venture or the Cariboo shareholders' agreement. Similarly, there is a risk that Cariboo may default in its obligations to fund capital or meet other funding obligations and, as such, the Company may be required to contribute all or part of any such funding shortfall.
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Risks associated with the operation of the Gibraltar Mine.
The Company's future success will be affected by the Company's ability to operate Gibraltar profitably. Mining involves various types of risks and hazards and operation of Gibraltar could experience interruptions, incur increased costs or cease due to a number of factors, including but not limited to:
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changes in the regulatory environment relating to the operation of Gibraltar;
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industrial or environmental accidents, discharge of pollutants or hazardous chemicals;
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inability to attract, train and retain a sufficient number of workers;
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increases in inflation resulting in increases in mining and milling costs including energy, diesel fuel, material and labour costs;
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supply chain disruptions impacting critical material or equipment availability and related inflationary pressures on costs;
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metallurgical and other processing problems;
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unusual or unexpected rock formations and other geological problems;
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lack of availability, breakdown or failure of mining, milling or ancillary equipment;
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catastrophic events such as wildfires, extreme cold, flooding and environmental issues which could impact access to the mine site or transportation of concentrate products to the market; or
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performance of the processing plant and ancillary operations falling below expected levels of output or efficiency.
These risks could result in injury or death, environmental damage, damage to, or destruction of, mineral properties, production facilities or other properties, delays in mining, increased production costs, monetary losses, and possible legal liability.
Disruption to the Company's mining and processing operations at the Gibraltar Mine and/or supporting infrastructure for a sustained period would have a material adverse effect on production which may result in lower revenue or cash flows from operating activities until such time, if at all, that the disruption is cured and consequently the Company's business, financial position and results of operations. Further limiting the impact of such risks if they arise may require additional capital or operational expenditure, which may have a material adverse impact on the business and its profitability.
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Risks associated with the development of Florence Copper.
The development and commencement of commercial production at Florence Copper is key to the Company's future growth strategy. Florence Copper, given its unique geological conditions, will deploy an in-situ wellfield recovery method that, while in use in other resource extraction sectors (most notably in uranium), will be one of the first of its kind to extract copper at commercial levels relying solely on this mining method. This in-situ mining method of Florence Copper presents additional development ramp-up risks and complexity compared to a traditional underground or open pit operation, which could result in delays, interruptions, lower recoveries than forecasted and/or increased costs to the development of Florence Copper. There is no assurance that the in-situ extraction of copper at Florence Copper can be completed as currently contemplated in the Florence Copper Technical Report.
The PTF test work has been successful in demonstrating the feasibility of in-situ copper recovery at Florence Copper. However, there is no assurance that the in-situ extraction of copper at Florence Copper can be completed as demonstrated by the PTF or as currently contemplated in the feasibility study for Florence Copper. Specifically, there is no assurance that the recoveries of leached copper in solution will be as expected based on the results demonstrated by the PTF and other historical test work. In addition, changes to mining operations at Florence Copper may be required, which may result in delays and/or higher than anticipated construction and operating costs for commercial development of Florence Copper.
Development of Florence Copper could also be delayed, experience interruptions, incur increased operating and capital costs or be unable to complete due to a number of factors, including but not limited to:
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delays in receiving the updated permits, particularly the final UIC permit from the EPA, which are required for development of the commercial facility;
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litigation which could take significant time and costs to defend and resolve;
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non-performance by third party consultants and contractors;
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inability to attract, train and retain a sufficient number of qualified workers;
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escalation in anticipated capital costs of development or construction delays in the project execution plan including availability of critical processing equipment due to supply chain challenges;
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disruptions, shortages and inflationary pressures impacting critical operating inputs and their costs;
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material decreases in the expected recovery of copper through the in-situ process;
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increases in expected wellfield costs including the number and scale up of wells, as well as drilling, material and labour costs;
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catastrophic natural events such as drought, flooding or storms; or
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the breakdown or failure of equipment or processes.
It is not uncommon for mining developments to experience these factors during their construction, commissioning and production start-up, or indeed for such projects to fail or experience significant delays as a result of one or more of these factors occurring to a material extent.
There can be no assurance that the Company will complete the various stages of development necessary in order to achieve its strategy in the timeframe expected by the Company or at all. Any of these factors may have a material adverse effect on the development of Florence Copper and, consequently the Company's business, results of operations and activities, financial condition and prospects.
The need for infrastructure could delay or prevent us from developing our Projects.
Completion of the development of Florence Copper and our Other Development Projects is subject to various requirements, including government permitting and the need to establish power, water and transportation facilities. The lack of availability on acceptable terms or the delay in the availability of any one or more of these services could prevent or delay development of Florence Copper and our Other Development Projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that:
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the development of our projects will be commenced or completed on a timely basis, if at all;
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the resulting operations will achieve the anticipated production volume; or
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the construction costs and ongoing operating costs associated with the development of Florence Copper and our Other Development Projects will not be higher than anticipated.
Florence Copper may require substantial additional financing for completion, may not achieve anticipated production capacity, may experience unanticipated costs or may be delayed or not completed at all. Our Other Development projects will require substantial additional financing in order to develop them into commercial mining operations.
Florence Copper and our Other Development Projects are at various stages of development. The development of a mining project is a complex and challenging process that may take longer and cost more than initially projected, or may not be completed at all. In addition, anticipated production capacity may never be achieved. We may encounter unforeseen geological conditions or delays in obtaining required construction, environmental or operating permits or mine design adjustments. Operating delays may cause reduced production and cash flow while certain fixed costs, such as minimum royalties or loan payments, may still have to be paid on a predetermined schedule.
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Moreover, completion of Florence Copper and our Other Development Projects is subject to, among other things, the cashflows from Gibraltar and the availability of additional financing if needed. In order to finance future developments of its projects, the Company may raise funds through the issuance of common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of securities, of the effect, if any that future issuances and sales or securities or other additional financings will have on the market price of our common shares or bonds.
While Florence Copper has obtained certain financing commitments from Mitsui and a syndicate of lenders for equipment finance, these funds have not yet been received and there remains risk that the conditions to meet the requirements for funding may not be met including the receipt of the final UIC permit in the timeframe anticipated which could impact the timing of funding or whether funding committed is received at all.
Even if financing is available, our Indenture and Credit Facility contain, and agreements for future financings will likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including on our ability to incur additional debt or other finance. These restrictions could significantly limit our ability to obtain adequate financing for the development of Florence Copper if needed and our Other Development Projects. Without funds available to finance construction and development activities, Florence Copper and our Other Development Projects may not be completed and the potential benefits of Florence Copper and our Other Development Projects may never be realized. There can be no assurance that Florence Copper or our Other Development Projects will ever materially contribute to our revenues and capital expenditures for Florence Copper and our Other Development Projects may materially adversely affect our business and results of operations.
In addition, if Proven Mineral Reserves or Probable Mineral Reserves are developed, it may take a number of years and substantial expenditures from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. The combination of these factors may cause us to expend significant resources (financial and otherwise) on a property without receiving a return on investment.
Furthermore, our future ability to secure debt financing for our operations may be impacted by initiatives of global banks to increase their commitments to "sustainable financing" and to ultimately achieve net-zero emissions in their lending portfolio. These commitments may reduce the availability or increase the cost of debt financing based on the perceived carbon intensity of a borrower's operations. We presently are unable to evaluate how global banks would assess the carbon intensity of our operations and any consequent impact that this assessment would have on our ability to secure future debt financing or the costs of securing this debt financing.
We are subject to extensive governmental regulation of all aspects of our business.
Our operations and exploration and development activities are subject to extensive federal, provincial, state and local laws and regulations governing various matters, including:
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environmental protection;
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management and use of toxic substances and explosives;
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management of tailings and other wastes generated by our operations;
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management of natural resources;
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exploration and development of mines, production and post-closure reclamation;
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reclamation bonding requirements before the start of construction and during operation;
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exports;
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price controls;
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taxation;
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labour standards and occupational health and safety, including mine safety; and
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historic and cultural preservation.
Failure to secure approvals or comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in our incurring significant expenditures. We may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the development of our properties.
We are subject to risks related to government regulation, permits, licenses and approvals.
Government regulations relating to mineral rights tenure, permission to disturb areas, land use and the right to operate can adversely affect Taseko. Our exploration, development and operations will require permits, licenses and approvals from various governmental authorities.
There can be no assurance that all necessary permits, licenses and approvals will be obtained or updated on a timely basis in order for us to carry out planned exploration, development or operational activities on our properties, including amendments to our existing permits at Gibraltar, and the planned development of Florence Copper and our Other Development Projects, and, if obtained or updated, that the costs involved will not exceed those that we have estimated. It is possible that the costs and delays associated with the compliance with the standards and regulations under such permits, licenses and approvals could result in Taseko not proceeding with the development or operation of its projects, or result in the curtailment of existing operations or plans.
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Although Florence Copper was previously permitted for a period and has obtained a number of the required permits, licenses and approvals, Florence Copper is currently awaiting approval of the final UIC permit by the EPA, but there can be no assurance as to the outcome of this process at this time. Even if the EPA issues the final UIC permit, it may be subject to appeals and further legal challenges. There may also be future legal challenges to the validity of the UIC permit and other permits, licenses and approvals obtained by Florence Copper, and there can be no assurance that such challenges will successfully be defeated.
There is considerable uncertainty as to our ability to obtain the required permits for development of the New Prosperity Project. In addition, the Company has determined that, in light of the Company's current focus on Gibraltar and Florence Copper, the Company does not consider the New Prosperity Project to be material at this time. The Company's assessment of materiality could change and the New Prosperity Project may again become material in the future.
The Company is reliant on rail transportation and port terminal services for delivery of its products from Gibraltar to overseas markets.
Copper concentrate production from Gibraltar is transported by rail to the Pembina port terminal in the Port of Vancouver utilizing the Canadian National Railway ("CN") rail line. In the past, rail service to Vancouver has been disrupted by derailments, avalanches, wildfires, flooding, CN labour stoppages and other CN service related issues. Similar disruptions and service delays may occur again in the future. In the event of any sustained interruption to rail service, the Company would likely be limited to trucking in order to transport its production to this port terminal. Transporting concentrate production by truck is more expensive, not always available and subject to greater scheduling constraints to facilitate the timely loading of ships at the Port of Vancouver. There are limited readily available alternatives for terminal services if the Port of Vancouver was unavailable for an extended period of time.
To the extent that climate change results in more frequent severe weather occurrences, we may experience increased frequency of transportation disruptions in future years which may again result in a disruption of our ability to ship concentrate and other products that we produce. In addition, the potential of increased frequency of severe weather events may ultimately result in increased transportation costs as transportation providers, including railways, undertake capital expenditures to improve the ability of the transportation infrastructure to withstand severe weather events or to repair damage from severe weather events in order to maintain services.
In the event that the Company is unable to transport its concentrate production by rail on a reliable basis over routine timing intervals, this could lead to increased transport costs and variability in the timing of the receipt of revenues which would have a material effect on the Company's business and financial condition.
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Disruption to the services provided by the CN rail line or the Port of Vancouver in connection with the shipping of our copper concentrate could have a material adverse effect on our business.
Shortages of water supply, critical spare parts, maintenance service and new equipment and machinery may materially and adversely affect our operations and development projects.
Our mining operations require significant quantities of water for mining, ore processing and related support facilities. Although Gibraltar and Florence Copper currently have access to sufficient water resources to cover their operational demands, the extinction of some or all water resources, failure in the water supply infrastructure, or the loss of some or all water supply contracts or relevant rights in relation to our operations, in whole or in part, or shortages of water could require us to curtail or shut down operations and could prevent us from pursuing expansion opportunities.
Changes in the quantity of water, whether in excess or deficient amounts, may impact exploration and development activities, mining and processing operations, water management and treatment facilities, tailings storage facilities, closure and reclamation efforts, and may increase levels of dust in dry conditions and land erosion and slope stability in case of prolonged wet conditions. Extreme weather events such as droughts can also reduce water available for ore processing and power supply in regions that rely on hydro-electric power plants. We may experience both a lack of water and loss of power due to drought.
The available water supply may be adversely affected by shortages or changes in governmental regulations. Additionally, laws, regulations and permit requirements focused on water management and discharge requirements for operations and water treatment in closure are becoming increasingly stringent. We cannot assure you that water will be available in sufficient quantities to meet our future production needs or will prove sufficient to meet our water supply needs. In addition, we cannot provide any assurance that our existing licenses related to water rights will be maintained. A reduction of our water supply could materially and adversely affect our business, results of operations and financial condition.
In addition to water and energy, our mining operations require intensive use of equipment and machinery. Shortage in the supply of key spare parts or adequate maintenance service or new equipment and machinery to replace old ones and cover expansion requirements could materially and adversely affect our operations.
We may be adversely affected by our inability to control operating costs.
Our profitability depends in part on our ability to control operating costs. Inflationary pressures, which have significantly risen in recent quarters, on services, equipment, labour and other key inputs, such as diesel fuel, steel, electricity and other operating supplies, could cause operating costs at Gibraltar and Florence Copper to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project operating, development or construction costs, result in project delays, or both. Increases in operating costs at Gibraltar or Florence Copper may materially adversely affect our business and results of operations. Changes in environmental regulation directed at climate change may result in our having to incur increased capital expenditures in order to ensure that our operations comply with these requirements, specifically any requirements that require reduction in the carbon intensity in our operations or incentivize the reduction in carbon intensity through carbon taxes or other financial measures.
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Our ability to expand or replace depleted reserves and the possible recalculation of our reserves and resources could materially affect our business and results of operations.
Our reported Mineral Reserves and Mineral Resources are only estimates. No assurance can be given that the estimated Mineral Reserves and Mineral Resources will be recovered or that they will be recovered at the rates estimated. Mineral Reserve and Mineral Resource estimates are based on limited sampling and, consequently, are uncertain because the samples may not be representative. Mineral Reserve and Mineral Resource estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, changes in the mine plan or pit design, or increasing capital costs may render certain Mineral Reserves and Mineral Resources uneconomic and may ultimately result in a restatement of Mineral Reserves and/or Mineral Resources. Moreover, short-term operating factors relating to the Mineral Reserves and Mineral Resources, such as the need for sequential development of ore bodies and the processing of new or different ore grades, may adversely affect our profitability in any particular accounting period.
There are uncertainties inherent in estimating Proven Mineral Reserves and Probable Mineral Reserves and Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources, including many factors beyond our control. Estimating Mineral Reserves and Mineral Resources is a subjective process. Accuracy depends on the quantity and quality of available data and assumptions and judgments used in engineering and geological interpretation, which may be unreliable. It is impossible to have full knowledge of particular geological structures, faults, voids, intrusions, natural variations in and within rock types and other occurrences. Failure to identify and account for such occurrences in our assessment of Mineral Reserves and Mineral Resources may make mining more expensive and cost ineffective, which could have a material and adverse effect on our business and results of operations.
There is no assurance that Mineral Reserve and Mineral Resource figures are accurate, or that the Mineral Reserves or Mineral Resources can be mined or processed profitably. Mineral Resources that are not classified as Mineral Reserves do not have demonstrated economic viability. You should not assume that all or any part of the Measured Mineral Resources, Indicated Mineral Resources, or Inferred Mineral Resources will ever be upgraded to a higher category or that any or all of an Inferred Mineral Resource exists or is economically or legally feasible to mine.
In addition, since mines have limited lives based on proven and probable mineral reserves, we continually seek to replace and expand our reserves. Mineral exploration, at both newly acquired properties and existing mining operations, is highly speculative in nature, involves many risks and frequently does not result in the discovery of mineable reserves. If Proven Mineral Reserves or Probable Mineral Reserves are developed, it may take a number of years and substantial expenditures from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change.
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Any material reductions in estimates of Mineral Reserves and/or Mineral Resources, or our ability to extract those resources, could have a material adverse effect on our business and results of operations.
As our existing copper and molybdenum offtake agreements expire, our revenues and operating profits could be negatively impacted if we are unable to extend existing agreements or enter into new agreements due to competition, changing copper and molybdenum purchasing patterns, or other variables.
As our copper and molybdenum offtake agreements at Gibraltar expire, we will compete with other copper and molybdenum suppliers to renew these agreements or to obtain new sales. If we cannot renew these copper and molybdenum supply agreements with our customers or find alternate customers willing to purchase our copper and molybdenum, our revenue and operating profits would suffer.
Our customers may decide not to extend existing agreements or enter into new long-term contracts or, in the absence of long-term contracts, may decide to purchase less copper and molybdenum than in the past or on different terms, including under different concentrate pricing terms. To the degree that we operate outside of long-term contracts, our revenues are subject to pricing in the concentrate spot market that can be significantly more volatile than the pricing structure negotiated through a long-term copper and molybdenum concentrate supply agreement. This volatility could materially adversely affect our business and results of operations if conditions in the spot market pricing for copper and molybdenum concentrate are unfavourable.
Our ability to operate our Company efficiently could be impaired if we lose key personnel or fail to continue to attract qualified personnel. Our directors may have other interests which conflict with our interests.
We manage our business with a number of key personnel at each location, including key contractors, the loss of a number of whom could have a material adverse effect on us. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel and contractors. We cannot be certain that key personnel will continue to be employed by us or that we will be able to attract and retain qualified personnel and contractors in the future. Failure to retain or attract key personnel could have a material adverse effect on us.
Certain of our directors also serve as directors or advisors to other companies involved in natural resource exploration, development and production. Such associations may give rise to actual or perceived conflicts of interest from time to time. All directors, employees/officers and key advisors of the Company are required by law or professional standards to act honesty and in good faith and to disclose any actual and potential conflicts of interest they might have to the Company.
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There is no assurance that we will be able to renegotiate our existing union agreement for Gibraltar when it expires in May 2024.
We have a union agreement in place for our unionized employees at Gibraltar which expires in May 2024. If we are unable to renew this union agreement on acceptable terms when it becomes subject to renegotiation, we could experience a disruption of operations, higher labour costs or both. A lengthy strike or other labour disruption could have a material adverse effect on our business and results of operations.
We are subject to risks related to environmental matters.
All of our exploration, development, and mining operations are subject to environmental laws and regulations, which can make operations expensive or prohibit them altogether. Such laws and regulations include, among other matters, federal, provincial, state, municipal and local environmental regulations relating to air emissions and pollutants, wastewater (effluent) discharges, solid and hazardous waste, landfill operations, permitting obligations, site remediation and the protection of threatened or endangered species and critical habitat. Many environmental laws and regulations require us to obtain and update permits for our activities from time to time, which may include environmental impact analyses, cultural resources analyses and public review processes. We must comply with stringent environmental legislation in carrying out work on our projects.
Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Concerns over climate change, carbon emissions, water and land-use practices and the protection of threatened or endangered species and critical habitat could lead governments to enact additional or more stringent environmental laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes or otherwise could adversely affect our operations or financial conditions.
It is possible that future changes in environmental laws, regulations and permits, or changes in their enforcement or regulatory interpretation, could increase the cost of, or altogether prohibit, carrying out exploration, development, or operation of our projects or any other properties we may acquire. Further, compliance with new or additional environmental legislation may result in delays to the exploration and development activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of our business, causing those activities to be economically re-evaluated at that time.
We may be subject to potential risks and liabilities associated with the protection of the environment, as a result of our mineral exploration, development and production. To the extent that we are subject to environmental liabilities, the payment of such liabilities or the costs that we may incur to remedy such liabilities would reduce funds otherwise available to us and could have a material adverse effect on us. If we are unable to fully remedy an environmental liability, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on us.
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Our actual costs of reclamation and mine closure costs may exceed current estimates.
We are required to prepare and file reclamation and mine closure plans for Gibraltar with the B.C. Ministry of Energy, Mines and Low Carbon Innovation and to post security for the estimated costs to complete this reclamation and mine closure work. Security for reclamation obligations is returned once the site is reclaimed to a satisfactory level and there are no ongoing monitoring and maintenance requirements.
The Gibraltar reclamation and mine closure plans are updated every five years and the amount of security for reclamation bonding is agreed based on this plan. The most recent five year reclamation and closure plan was submitted in March 2022 and security of $108.5 million (100% basis) has been posted as of December 31, 2022 to meet reclamation bonding requirements for Gibraltar. During 2022, the Company provided $58.5 million (100% basis) for additional reclamation security for Gibraltar. These reclamation security amounts may need to be increased in the future.
Security in the amount of US$9.2 million has been provided to meet reclamation bonding requirements for Florence Copper and an incremental US$26 million will be required prior to the issuance of the final UIC permit by the EPA. These amounts may need to be increased in the future when Florence Copper is in commercial operation.
There is no assurance that our bonding requirements, the recorded provision for environmental rehabilitation, and the actual costs of reclamation and mine closure for each of our properties will not exceed current estimates or that the estimated costs will not increase in the future when our reclamation and mine closure plans are updated. Accordingly, the amount we are required to spend on reclamation and mine closure activities could be materially different from current estimates. Any additional amounts required to be spent on bonding requirements, reclamation costs, and mine closure activities could materially adversely affect our business and results of operations.
We are subject to risks related to the title of the properties that we own and lease.
Our mining operations are conducted on properties owned, subject to claims or leased by us from provincial and state governments. Although we have exercised reasonable due diligence with respect to determining title to properties we own or lease, there is no guarantee that title to such properties and other tenure will not be challenged or impugned. No assurances can be given that there are no title defects affecting the properties. There may be valid challenges to the title of our properties which, if successful, could make us unable to operate our properties as planned or permitted, or unable to enforce our rights with respect to our properties. In British Columbia, the rights of aboriginal peoples and their claims to much of British Columbia's land area are not settled.
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In addition, we may not be able to negotiate new leases or obtain contracts for properties containing surface, underground or subsidence rights necessary to develop any of our proven mineral reserves and probable mineral reserves at Florence Copper and our Other Development Projects. Furthermore, our leasehold interests could potentially be at risk if mining operations are not commenced during the term of the lease.
The Canadian and U.S. governments currently have in place or may in the future implement laws, regulations, policies or agreements that may negatively affect the Company's ownership rights with respect to its mineral properties or its access to the properties. These may restrain or block the Company's ability to advance the exploration and development of its mineral properties or significantly increase the costs and timeframe to advance the properties.
Our business requires substantial capital expenditures.
Our business is capital intensive and requires construction of new mines and infrastructure and maintenance of existing operations. Specifically, the exploration, permitting and development of reserves, mining costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. While the capital expenditures required to build-out Gibraltar have been spent, we must continue to invest capital to maintain or to increase the amount of reserves that we develop and the amount of metal that we produce. We make no assurances that we will be able to maintain our production levels or generate sufficient cash flow, or that we will have access to sufficient financing to continue our production, exploration, permitting and development activities at or above our present levels and we may be required to defer all or a portion of our future capital expenditures. Moreover, increases in costs of key inputs may substantially increase our capital expenditures. Our business, results of operations and financial condition may be adversely affected if we cannot make such capital expenditures.
Increased competition could adversely affect our ability to attract necessary capital funding and could adversely affect our ability to acquire suitable mineral properties for development in the future.
The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing copper, gold or other metals. We are at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than we do. We may also encounter increasing competition from other mining companies in our efforts to hire experienced mining professionals. Increased competition could adversely affect our ability to attract necessary capital funding, or to acquire it on acceptable terms, or acquire suitable producing properties or prospects for mineral exploration in the future.
We are subject to risks related to litigation.
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We are or may be subject to legal proceedings related to the development of our projects, our operations, titles to our properties, environmental issues and shareholder or other investor lawsuits. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, volatility in the price of our securities, failure to comply with disclosure obligations or the presence of illegal miners or labour disruptions at our mine sites.
Given the uncertain nature of these actions, the Company cannot predict the outcome of any such proceedings which proceedings, arbitrations or investigations could involve the United States and other foreign jurisdictions and, based on a judgment or a settlement agreement, could require the Company to significant litigation costs and pay substantial damages. Defense and settlement costs may be substantial, even with respect to claims that have no merit. If the Company cannot resolve these disputes favourably, its business, reputation, financial condition, results of operations and future prospects may be materially adversely affected.
There is no assurance that any of our expansion or development plans will not be opposed.
There is an increasing level of awareness relating to the perceived environmental and social impacts of mining activities. Opposition to mining activities by communities or indigenous groups, including aboriginal peoples, may have an impact on our ability to proceed with the expansion or development of our projects and the timetable and costs for these projects. While we are committed to operating in a socially responsible manner, there can be no assurance that our community relations efforts will mitigate this potential risk. Opponents of Florence Copper have in the past, and may in the future, file legal challenges to the validity of permits, licenses and approvals obtained by Florence Copper, and there can be no assurance that such challenges will successfully be defeated. Obtaining, updating and defending the necessary governmental permits, licenses and approvals is a complex, time-consuming and costly process, the success of which is contingent upon many variables outside of our control. Obtaining, updating, or defending permits, licenses and approvals may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority.
The planned development of Florence Copper has been subject to a number of legal challenges which have delayed development of the project.
Opponents of Florence Copper have in the past, and may in the future, file legal challenges to the validity of permits, licences and approvals sought and/or obtained by the Company in relation to Florence Copper, the defence of which can be a complex, time-consuming and costly process and there can be no assurance that such challenges will successfully be defeated, with success being contingent upon many variables outside of the Company's control. Similar legal challenges could occur again in the future and delay development of the commercial facility at Florence. Currently there are no legal claims in state or federal court relating to the Company's proposed development of Florence Copper.
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While 98% of the comments received by the EPA during its public comment period were positive, the EPA is required to respond to negative comments received as part of its process of issuing the final UIC permit. Any individual or group that comments on a draft UIC permit will retain a right to appeal a final UIC permit issued by the EPA for a period of 30 days after permit issuance. There can be no assurance that any party that has commented on the UIC permit will not appeal the final UIC permit upon its issuance to the Environmental Appeals Board or the Ninth Circuit Court.
If we are found to be in violation of anti-corruption or anti-bribery laws and regulations, it may result in significant penalties, fines and/or sanctions imposed on us which could result in a material adverse effect on our reputation, financial performance and results of operations.
Our operations are governed by, and involve interactions with, various levels of government in Canada and the United States. In addition to complying with the internal laws of each of those countries, we are required to comply with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act and the UK Bribery Act.
There has been a general increase in the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment of companies convicted of violating anti-corruption and anti-bribery laws. While we maintain safeguards for the prevention of corruption and bribery, should we be subject to an enforcement action or are found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us which could result in a material adverse effect on our reputation, financial performance and results of operations. We may choose to operate in additional foreign jurisdictions in the future that have greater vulnerability to corruption and bribery practices, and we may become subject to additional anti-corruption and anti-bribery laws in such jurisdictions.
Any failure or breach of our information technology ("IT") systems could disrupt our operations.
Like any company, the security of our IT systems, including user access, security of our sites and our corporate IT system, are an important part of our business and operations. And like any company, we are susceptible to internal and external threats to these systems. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect our reputation, operations or financial performance. A cyber security incident resulting in a security breach or a failure to identify a security threat could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, which could materially impact our business or reputation.
We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavourable publicity.
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We receive, store and process personal and other information from and about our employees, customers, and users of our web site. As a result, we face the following risks:
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It may prove difficult to comply with all applicable laws and regulations in Canada, the United States, and other jurisdictions regarding privacy and the storing, use, processing, and disclosure and protection of personal information.
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The scope of these laws, regulations and how they are enforced is changing and may also be inconsistent with each other.
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We face the risk of failing, and being perceived as failing, to comply with these applicable laws and regulations and to protect the privacy of this information.
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As a result of the above, we face some legal and compliance uncertainty and these things could increase in our compliance costs.
Disclosure and internal control deficiencies may adversely affect us
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 IFRS. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required decisions. Taseko has invested resources to document and analyze its system of disclosure controls and its internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Our failure to satisfy the requirements of applicable Canadian and U.S. securities laws on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm its business and negatively impact the trading price of our securities, including the Common Shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause Taseko to fail to meet its reporting obligations.
The increase in regulations surrounding climate change and related increase in compliance costs may have a material adverse effect on us.
We acknowledge climate change and that the increased regulation of greenhouse gas emissions (such as carbon taxes) may adversely affect our operations and related legislation is becoming more stringent. The effects of climate change or extreme weather events may cause prolonged disruption to operations and the delivery of essential commodities, which could negatively affect production efficiency. Mining is an energy-intensive business, resulting in a significant carbon footprint and we acknowledge climate change as an area of risk requiring specific focus.
A number of governments and/or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Policy and regulatory risk related to actual and proposed changes in climate and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations, venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Regulatory uncertainty may incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations. Increased regulation, such as the limiting of greenhouse gas emissions and introducing new carbon or water taxes, may adversely affect our operations and impact our compliance costs. Canada's federal and provincial legislations impose mandatory greenhouse gas emissions reporting requirements, to which our Gibraltar is subject.
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The effects of climate change and extreme weather events could cause prolonged disruption of our operations or production efficiency.
The physical risks of climate change may have an adverse effect on our operations. Global climate change could exacerbate certain of the threats facing our business, including the frequency and severity of weather-related events (such as hurricanes, flooding, hailstorms, wildfires, snow, ice storms or extreme cold), resource shortages, changes in rainfall and storm patterns and intensities, water shortages and changing temperatures, which can (i) disrupt our operations by impacting the availability and cost of materials needed for mining operations or increasing insurance and other operating costs, (ii) damage our infrastructure or properties, and (iii) create financial risk to our business or otherwise have a material adverse effect on our results of operations, financial position or liquidity.
Such events could adversely affect the operations at our physical facilities or temporarily slow or halt operations due to physical damage to assets. They may also lead to reduced worker productivity as a result of on site safety protocols related to extreme temperatures or lightening events, worker aviation and bus transport to or from the site, and local or global supply route disruptions that may limit transport of essential materials, chemicals and supplies, which could have an adverse impact on our results of operations and financial position. An increase in frequency and duration of extreme weather conditions can be followed by extended power outages. Energy disruptions can have an adverse impact on our results of operations and financial position due to production delays or additional costs to ensure business continuity through reliable sources of on-site power generation These type of events or conditions could also have adverse effects on the workforce and on the local communities surrounding the areas where we operate, such as an increased risk of food insecurity, water scarcity, civil unrest and the prevalence of disease.
We make efforts to mitigate climate risks by ensuring that extreme weather conditions are included in our emergency response plans. However, there is no assurance that the response will be effective or that the physical risks of climate change will not have an adverse effect on our operations and profitability. These climate change related events may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence.
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We may suffer reputational losses that lead to increased challenges in developing and maintaining government and community relations, decreased investor confidence and act as an impediment to our overall ability to advance our projects, or to access equity or debt financing.
Our reputation can be impacted by the actual or perceived occurrence of any number of events, including, allegations of fraud or improper conduct, environmental non-compliance or damage, or the failure to meet our objectives or guidance. Publicity adverse to us could result from the actual or perceived occurrence of any number of events (for example, with respect to the handling of environmental matters, community relations or litigation), whether true or not. Any of these events could result in negative publicity to us, regardless of whether the underlying event is true or not. In addition, as a result of the increased usage and reach of social media and other internet platforms used to create and publish user-generated content, companies today are at much greater risk of losing control over how they are perceived in the marketplace.
Although we actively manage efforts on protecting our image and reputation, we do not ultimately have direct control over how it is perceived by others. Reputational loss may lead to increased challenges in developing and maintaining government and community relations, decreased investor confidence and act as an impediment to our overall ability to advance our projects, or to access equity or debt financing.
If securities or industry analysts do not publish research or publish inaccurate or unfavourable research about our business, the price and trading volume of the Common Shares could decline.
The trading market for the Common Shares will depend on the research and reports that securities or industry analysts publish about Taseko and its business. We do not have any control over these analysts, and we cannot assure that analysts will cover Taseko or provide accurate or favourable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of the Common Shares, the price of Common Shares would likely decline. If one or more of these analysts cease coverage of Taseko or fail to regularly publish reports, we could lose visibility in the financial markets, which could cause the price and trading volume of the Common Shares to decline.
Aboriginal peoples' title claims and rights to consultation and accommodation may impact our ability to expand our existing operations and proceed with our development projects.
Provincial and federal governments in Canada are required by law to consult with aboriginal peoples with respect to the issuance or amendment of project authorizations in Canada and to try to accommodate aboriginal peoples' needs to the extent considered appropriate. There is considerable uncertainty as to the meaning, implications and use of the word "accommodate." In practice, it is extraction industry participants who are often left to engage with affected local aboriginal communities with the goal often being the achievement of an impacts and benefits agreement. Such agreements may provide promises of priority for employment opportunities, the provision of commercial services such as transportation and catering, social, educational and environmental initiatives and cash payments. This consultation and accommodation may affect the timetable and costs of our development projects and may impact the manner in which we proceed with the development of these projects.
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Multiple listings on the TSX, NYSE American and LSE may lead to an inefficient market in the Company's shares.
Multiple listing of the Common Shares will result in differences in liquidity, settlement and clearing systems, trading currencies, prices and transaction costs between the exchanges where the Common Shares will be quoted. These and other factors may hinder the transferability of the Common Shares between the three exchanges.
The Common Shares are quoted on TSX, NYSE American, and the LSE. Consequently, the trading in and liquidity of the Common Shares will be split between these three exchanges. The price of the Common Shares may fluctuate and may at any time be different on the TSX, the NYSE American and the LSE. This could adversely affect the trading of the Common Shares on these exchanges and increase their price volatility and/or adversely affect the price and liquidity of the Common Shares on these exchanges.
The Common Shares are quoted and traded in Canadian Dollars on the TSX, in US Dollars on the NYSE American, and in pounds sterling on the LSE. The market price of the Common Shares on those exchanges may also differ due to exchange rate fluctuations.
Impact of COVID-19 pandemic or similar contagious diseases.
Our business could be significantly adversely affected by the effects of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. Global reactions to the spread of COVID‐19 have led to, among other things, significant restrictions in many jurisdictions on travel and gatherings of individuals, quarantines, temporary business closures and a general reduction in consumer activity. A widespread global health crisis similar to COVID-19 adversely affect global economies and financial markets could result in a protracted economic downturn that could have an adverse effect on the demand for base and precious metals and our operating results, future prospects and the ability to raise capital.
Global economic conditions can reduce the price of the Common Shares.
Global economic conditions may adversely affect our growth, profitability and ability to obtain financing. Events in global financial markets in the past several years have had a profound impact on the global economy. As noted previously, COVID-19 has had dramatic impacts on many countries and on the global economy. Many industries, including the copper mining industry, have been and continue to be impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and metal markets and a lack of market confidence and liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our growth, profitability and ability to obtain financing. A number of issues related to economic conditions could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects, including: (i) contraction in credit markets could impact the cost and availability of financing and the Company's overall liquidity; (ii) the volatility of copper and other metal prices would impact the Company's revenues, profits, losses and cash flow; (iii) recessionary pressures could adversely impact demand for our production; (iv) volatile energy, commodity and consumables prices and currency exchange rates could impact our production costs; and, (v) the devaluation and volatility of global stock markets could impact the valuation of our equity and other securities.
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Shareholder Activism.
We have in the past been subject to, and may in the future become the target of, shareholder activist activities. The effects of shareholder activist activities could have a negative effect on Taseko and its business. We cannot predict with certainty the outcome of any future shareholder activist activities.
Legislative actions, potential new accounting pronouncements, and higher insurance costs may impact our future financial position or results of operations.
Future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our financial position or results of operations. New pronouncements and varying interpretations of pronouncements are expected to occur in the future. Compliance with changing regulations of corporate governance and public disclosure may result in additional expenses. All of these uncertainties are leading generally toward increasing insurance costs, which may adversely affect our business, operations and our ability to purchase any such insurance, at acceptable rates or at all, in the future.
Risks Relating to the Senior Secured Notes and Credit Facility
Our high level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior secured notes.
As of December 31, 2022, our total debt was $586.6 million. Our high level of indebtedness could have important consequences to us.
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making it more difficult for us to satisfy our obligations with respect to the senior secured notes and any other existing or future debt;
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limiting our ability to obtain additional financing to fund Florence Copper and our Other Development Projects, working capital, capital expenditures, acquisitions or other general corporate purposes;
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requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for investments, working capital, capital expenditures, acquisitions and other general corporate purposes;
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increasing our vulnerability to general adverse economic and industry conditions;
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limiting our flexibility in planning for and reacting to changes in the industry in which we operate;
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placing us at a disadvantage compared to other, less leveraged competitors; and
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increasing our cost of borrowing.
In addition, the senior secured note indenture and Credit Facility will, and any future debt may, contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of some or all of our debt.
We and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our high level of indebtedness.
The terms of the 2026 Secured Notes Indenture and Credit Facility will permit us to incur substantial additional indebtedness in the future, including to finance working capital, capital expenditures, investments or acquisitions.
Although the 2026 Secured Notes Indenture and our Credit Facility will limit our ability and the ability of our restricted subsidiaries to incur additional indebtedness, and to incur liens to secure such indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur additional indebtedness, the risks associated with our substantial leverage described above, including our possible inability to service our debt, would increase.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our ability to make payments on and to refinance our indebtedness, including the senior secured notes and the Credit Facility, and to fund planned capital expenditures and other general corporate purposes, among other things, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future capital will be available to us in an amount sufficient to enable us to make payments on or to refinance our indebtedness, including the senior secured notes, or to fund our other liquidity needs.
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If our cash flows and capital resources are insufficient to allow us to make payments on our indebtedness, we may need to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance all or a portion of our indebtedness, including the senior secured notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the senior secured notes and the Credit Facility, on commercially reasonable terms or at all, or that the terms of that indebtedness will allow any of the above alternative measures or that these measures would satisfy our debt service obligations. If we are unable to generate sufficient cash flow or refinance our debt on favourable terms, it would significantly adversely affect our financial condition, the value of our outstanding debt and our ability to make any required cash payments under our indebtedness.
The terms of existing indebtedness will, and future indebtedness may, restrict our current and future operations, particularly our ability to respond to changes in our business and to take certain actions.
The instruments governing our current indebtedness contain, and agreements governing future indebtedness may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:
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transfer and sell assets;
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pay dividends or distributions on our capital stock, repurchase our capital stock, make payments on subordinated indebtedness and make certain investments;
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incur additional debt;
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create or incur liens on our assets;
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create restrictions on the ability of our restricted subsidiaries to pay dividends, make loans or sell assets to us or any of our restricted subsidiaries;
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merge, amalgamate or consolidate with another company; and
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enter into transactions with affiliates.
The covenants in the 2026 Secured Notes Indenture are subject to certain exceptions and qualifications. In addition, our Credit Facility contains financial covenants, including maintenance covenants that would require us to satisfy such covenants on an ongoing basis. Our ability to comply with these financial covenants can be affected by events beyond our control.
A breach of the covenants under the 2026 Secured Notes indenture or our Credit Facility, or under any agreements for future indebtedness, could result in an event of default under the applicable indebtedness. Such a default may allow the creditors of the defaulted indebtedness to accelerate the related debt and may also result in the acceleration of any other debt which has a cross-acceleration or cross-default provision to the related debt. Furthermore, if we were unable to repay the amounts due and payable under any secured arrangement, those respective lenders could proceed against the collateral securing such indebtedness, which could include our interest in Gibraltar and Gibraltar's interest in the JVOA. In the event our lenders or note holders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
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As a result of restrictions contained in the 2026 Secured Notes indenture and our Credit Facility, and that may be contained in any agreements for future indebtedness, we may be limited in how we conduct our business, unable to raise additional debt or equity financing to operate during general economic or business downturns or unable to compete effectively or to take advantage of new business opportunities.
These restrictions may affect our ability to grow in accordance with our strategy.
A lowering or withdrawal of the credit ratings assigned to our debt securities by rating agencies may adversely affect the market value of the senior secured notes, increase our future borrowing costs and reduce our access to capital.
Any credit rating assigned to us could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.
Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the notes. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. Any downgrade by a rating agency could decrease earnings and may result in higher borrowing costs. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.
The 2026 Secured Notes and our Credit Facility are denominated in U.S. dollars, and we may incur additional debt in the future denominated in U.S. dollars.
The 2026 Secured Notes and our Credit Facility are, and our future indebtedness may be, denominated in U.S. dollars. Fluctuations in exchange rates may significantly increase or decrease the amount of debt and interest expense recorded in our financial statements. We may employ derivative instruments to hedge foreign exchange risk related to our U.S. dollar denominated debt; however, no derivative instruments will protect against all fluctuations and the derivative instruments we employ may cause us to incur losses. We do not currently employ derivative instruments to hedge foreign exchange risk related to our U.S. dollar denominated debt.
We may not have the ability to raise funds necessary to finance any change of control offer required under the 2026 Secured Notes Indenture.
If a change of control (as defined in the 2026 Secured Notes Indenture) occurs, we will be required to offer to purchase the 2026 Secured Notes at 101% of their principal amount plus accrued and unpaid interest. Our ability to repurchase 2026 Secured Notes upon such a change of control would be limited by our access to funds at the time of the repurchase and the terms of our other debt agreements. The source of funds for any purchase of 2026 Secured Notes would be our available cash, cash generated from our subsidiaries' operations or other sources, including sales of assets and issuances of debt or equity. In addition, any future credit facility or other debt agreement that we may enter into in the future may contain provisions relating to a change of control. Upon a change of control, we may be required immediately to repay the outstanding principal, any accrued interest on and any other amounts owed by us under any future credit facility or other debt agreement that we may enter into in the future. The source of funds for these repayments would be the same sources noted above to repurchase the notes upon a change of control. However, we cannot assure you that we will have sufficient funds available or that we will be permitted by our other debt instruments to fulfill these obligations upon a change of control in the future, in which case the lenders under any secured debt instruments would have the right to foreclose on our assets, which would have a material adverse effect on us. Furthermore, certain events that constitute a change of control could also constitute an event of default under any future indebtedness, and we might not be able to obtain a waiver of such defaults. In order to avoid the obligations to repurchase the notes upon a change of control, we may have to avoid transactions that would otherwise be beneficial to us.
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The 2026 Secured Notes mature in 2026 and will require refinancing and our Credit Facility matures in 2026 and may not be extended.
With the issuance of the 2026 Secured Notes in March 2021, a substantial portion of the Company's debt now matures in 2026, exposing the Company to risks relating to the refinancing of such debt. While the Company currently intends to refinance the 2026 Secured Notes with new bonds, there is no certainty that the Company will be able to refinance the 2026 Secured Notes in their entire amount. Further the Company's ability to obtain debt financing will depend, inter alia, on prevailing financial market conditions at the time and the Company's business performance, including its successful construction and operation of the proposed mine at Florence Copper.
The Credit Facility matures in July 2026 but contains a springing maturity provision which advances its maturity date forward if the 2026 Secured Notes have not been refinanced by six months before their maturity date, or August 2025. There is no certainty that the Credit Facility springing mechanism won't be triggered and if drawn, the Credit Facility may need to be refinanced before the 2026 Secured Notes.
Successful refinancing of 2026 Secured Notes and Credit Facility is dependent upon a number of factors many of which are outside of the Company's control including the copper price which directly impacts the Company's profitability and debt capacity and capital market factors including prevailing interest rates at the time of refinance.
Furthermore, any additional debt financing may involve restrictive covenants, which may limit or affect the Company's operating and financial flexibility. In the event the Company cannot refinance its debt on acceptable terms or at all, this could adversely affect its ability to carry out its operations.
DIVIDENDS
The Company has not paid dividends to date and the Company has no plans to pay a dividend before construction of the Florence Copper Project is completed. The Company will reassess its dividend policy when the Florence Copper Project is in commercial production or if copper prices increase in the future at a sustainable level above current prices.
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Pursuant to the 2026 Secured Notes indenture and Credit Facility, the Company is restricted from paying dividends if an event of default exists or would exist upon paying the dividend, and further restricts the total dividends that can be paid in any given year.
DESCRIPTION OF CAPITAL STRUCTURE
Share Capital
Taseko's share capital consists of an unlimited number of no par value common shares. As of March 31, 2023, there were 288,416,596 common shares issued and outstanding and 10,352,333 stock options outstanding. All shares are required by law to be issued only as fully paid and non-assessable.
The holders of Taseko's common shares are entitled to one vote for each share on all matters submitted to a vote of shareholders.
There have been no changes in the classification of common shares (reclassifications, consolidations, reverse splits or the like) within the previous five years. All common shares of Taseko rank pari passu (i.e. equally) for the payment of any dividends and distributions in the event of a wind-up.
There are no constraints imposed on the foreign ownership of securities of Taseko, however an acquisition of control of Taseko by a non-Canadian would be subject to a review by the Canadian government under its foreign investment laws if the aggregate acquisition price were to exceed certain thresholds all of which are much higher than the Company's current implied value.
Senior Secured Notes
On February 10, 2021, the Company completed the US$400 million offering for the 2026 Secured Notes. The 2026 Secured Notes mature on February 15, 2026 and bear interest at an annual rate of 7.0%, payable semi-annually on February 15 and August 15. A portion of the proceeds were used to redeem the outstanding US$250 million 2022 Secured Notes due on June 15, 2022.
The 2026 Secured 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, as well as the shares of Curis Holdings (Canada) Ltd. and Florence Holdings Inc. The 2026 Secured Notes are guaranteed by each of Taseko's existing and future restricted subsidiaries. The 2026 Secured Notes also allow for up to US$145 million of first lien secured debt to be issued and up to US$50 million of debt for equipment financing, all subject to the terms of the 2026 Secured Notes 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.
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The Company may redeem some or all of the 2026 Secured Notes at any time on or after February 15, 2023, at redemption prices ranging from 103.5% to 100%, plus accrued and unpaid interest to the date of redemption. Prior to February 15, 2023, 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. Until February 15, 2023, the Company may redeem up to 10% of the aggregate principal amount of the notes, at a redemption price of 103%, plus accrued and unpaid interest to the date of redemption. On a change of control, the 2026 Secured Notes are redeemable at the option of the holder at a price of 101%.
Revolving Credit Facility
On October 6, 2021, the Company closed a secured, revolving US$50 million Credit Facility. The Credit Facility is secured by first liens against Taseko's rights under the Gibraltar joint venture, as well as, the shares of Gibraltar Mines Ltd., Curis Holdings (Canada) Ltd., and Florence Holdings Inc. The Credit Facility is available for capital expenditures, working capital and general corporate purposes.
The Credit Facility has customary covenants for a revolving credit facility. Financial covenants include a requirement for the Company to maintain a leverage ratio, an interest coverage ratio, a minimum tangible net worth and a minimum liquidity amount as defined under the Credit Facility. The Company was in compliance with these covenants as at December 31, 2022.
On February 1, 2023, the Company entered into an agreement to extend the maturity date of the Facility by an additional year to July 2, 2026. The Credit Facility matures in July 2026 but contains a springing maturity provision which advances its maturity date forward if the 2026 Secured Notes have not been refinanced by six months before their maturity date or August 2025.
In addition to the one-year extension of the Credit Facility, the lender has also agreed to an accordion feature, which will allow the amount of the Credit Facility to be increased by US$30 million, for a total of US$80 million, subject to credit approval and other conditions
Purchase and Sale Agreement with Osisko
On March 3, 2017, the Company entered into a silver stream purchase and sale agreement with Osisko, whereby the Company received an upfront cash deposit payment of US$33 million for the Taseko's 75% share of payable silver production from the Gibraltar Mine until 5.9 million ounces of silver have been delivered to Osisko. After that threshold has been met, 35% of Taseko's 75% share of all future payable silver production from Gibraltar will be delivered to Osisko. Under the original agreement, Osisko paid US$2.75 per ounce for all the silver deliveries made under the contract however in 2020 this was subsequently reduced to zero. As of December 31, 2022, Taseko has delivered 1.1 million ounces under the agreement and expects to have delivered 5.9 million ounces by approximately 2040. The Osisko silver stream does not cover any attributable silver to Taseko's interest in Cariboo Copper Corp.
- 89 -
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 deposits are 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 and shares of Gibraltar Mines Ltd.
Mitsui Copper Stream Agreement
In December 2022, the Company signed agreements with Mitsui to form a strategic partnership to develop Florence Copper. Mitsui has committed to an initial investment of US$50 million in the form of a copper stream agreement at Florence Copper.
Under the terms of the copper stream agreement, Mitsui's first deposit payment of US$10 million will be available for drawdown after Florence Copper's UIC permit is issued and becomes effective, with additional US$10 million instalments paid each quarter thereafter to fund project construction. The Company is also required to deliver to Mitsui certain deliverables within its control to satisfy conditions precedent to Mitsui's initial and quarterly funding. Mitsui will receive 2.67% of the copper metal produced at Florence (subject to specified penalty increases in participation in the event that construction is not completed within 24 months of the initial deposit date). Mitsui will pay a delivery price equal to 25% of the market price of copper delivered under the contract. The deposit will be applied to the differential between the market price and the 25% cash payment until the deposit is reduced to nil. The copper stream includes customary agreements relating to security in favor of Mitsui, with an agreed subordination to certain permitted indebtedness for the project.
As part of the arrangement, Taseko and Mitsui have entered into an offtake contract for 81% of the copper cathode produced at Florence Copper during the initial years of production.
Mitsui also received an option to invest an additional US$50 million for a 10% equity interest in Florence Copper, which is exercisable by Mitsui within a three-year period following completion of construction of the commercial production facility. If Mitsui elects to exercise its equity option, these additional funds and the copper stream will be converted into a 10% equity interest in Florence Copper. At that time, in addition to the copper stream terminating, the initial offtake agreement will cease and be replaced with a marketing agency agreement. Mitsui will retain customary minority protection rights once they become a 10% partner including restrictions on liens and indebtedness.
If the copper stream is not converted into an equity interest in Florence, Taseko will have the right to buy-back 100% of the copper stream at a price based on an agreed commercial rate of return on Mitsui's investment, otherwise, it will terminate when 40 million pounds of copper have been delivered under the agreement. Mitsui's offtake entitlement would also reduce to 30% until the copper stream deposit has been reduced to nil.
- 90 -
Commitment Letter for Florence Copper Equipment Financing
In January 2023, the Company received an underwritten commitment for US$25 million from Bank of America Leasing and Capital, LLC. Proceeds from this financing will be available to fund costs associated with the SX/EW plant for the Florence Copper commercial production facility. Financing is subject to execution of definitive documentation, customary closing conditions, and receipt of the UIC permit.
Consideration Payable to Sojitz Corporation
On March 15, 2023, Taseko completed its acquisition of an additional 12.5% interest in the Gibraltar Mine from Sojitz Corporation ("Sojitz"). Gibraltar is operated through a joint venture which is owned 75% by Taseko and 25% by Cariboo. Under the terms of the Agreement, Taseko has acquired Sojitz's 50% interest in Cariboo, and now holds an effective 87.5% interest in the Gibraltar Mine.
The acquisition price consists of a minimum amount of $60 million payable over a five-year period and potential contingent payments depending on Gibraltar Mine copper revenues and copper prices over the next five years.
An initial $10 million has been paid to Sojitz upon closing and the remaining minimum amount will be paid in $10 million annual instalments over the next five years.
The contingent payments are payable annually for five years only if the average LME copper price exceeds US$3.50 per pound in a year. The payments will be calculated by multiplying Gibraltar mine copper revenues by a price factor, which is based on a sliding scale ranging from 0.38% at US$3.50 per pound copper to a maximum of 2.13% at US$5.00 per pound copper or above. Total contingent payments cannot exceed C$57 million over the five-year period, limiting the acquisition cost to a maximum of C$117 million.
Ratings
The following table sets out the ratings of Taseko's senior secured notes due 2026 by the rating agencies indicated as at March 31, 2023:
|
|
Rating Agency |
||
|
|
S&P Global Ratings |
Moody's Investors Service |
Fitch Ratings Inc. |
|
Senior Secured Notes |
B- |
B3 |
B- |
|
Trend / Outlook |
Stable |
Stable |
Stable |
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S&P Global Ratings (“S&P”) credit ratings are on a long-term rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. On March 29, 2023, S&P reaffirmed Taseko a corporate credit rating of B-/Stable. The stable outlook reflects its view that Taseko will maintain sufficient liquidity to fund the development of Florence Copper, supported by favorable copper prices, along with higher production and lower cash costs, will support Florence development spending in 2023, with increased free operating cash flow generation and stronger credit measures once commercial production commences. In the meantime, the Company faces several risks common to development project construction, including cost overruns and commodity price volatility.
The ratings from AAA to D may be modified by the addition of a plus (+) or a minus (-) sign to show relative standing within the major categories. In addition, S&P may add a rating outlook of "positive", "negative" or "stable" which assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years).
Moody's Investors Service ("Moody's") credit ratings are on a long-term debt rating scale that ranges from Aaa to Caa, which represents the range from highest to lowest quality of such securities rated. On December 13, 2022, Moody's assigned Taseko a corporate family credit rating of B3/stable and a credit rating of B3/LGD4 on the senior secured notes due 2026 with a stable outlook. Moody's cited that Taseko is constrained by 1) the concentration of cash flows from primarily one metal (copper) at a single mine 2) by the inherent price volatility of copper which periodically results in high leverage during trough market prices 3) execution risk for Florence Copper that includes permitting, and the technical risks of in-situ mining, which has not been used for a large scale copper project to date and 4) expected negative free cash flow before the Florence project starts producing. Taseko benefits from its mine locations in favorable mining jurisdictions and long reserve life at Gibraltar and Florence. Taseko's metrics have historically demonstrated volatility, as changes in ore grade, strip ratio, copper prices, and the Canadian/US exchange rate can substantively change leverage. Moody's view that Taseko's liquidity is adequate over the next 12 months.
Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from AA through C. The modifier 1 indicates that the security ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of the generic category.
Fitch Ratings Inc. ("Fitch") credit ratings are on a long-term rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. On September 22, 2022, Fitch reaffirmed Taseko a corporate credit rating of B-/Stable. According to Fitch, this rating reflects Taseko's small size, concentration on one operation and cost position in the fourth quartile of the global copper cost curve. The Gibraltar Mine benefits from a stable production profile, a favorable mining jurisdiction and a long mine life. The stable outlook reflects Fitch's view that the Florence Project will go forward and limited Florence project financing.
- 92 -
The ratings from AAA to D may be modified by the addition of a plus (+) or a minus (-) sign to show relative standing within the major categories. In addition, Fitch may add a rating outlook of "positive", "negative" or "stable" which assesses the potential direction of a long-term credit rating over the intermediate term.
The credit ratings accorded to the senior secured notes by S&P, Moody's, and Fitch are not recommendations to purchase, hold or sell the senior notes as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.
MARKET FOR SECURITIES
Taseko's common shares are listed on the TSX, NYSE American, and the LSE under the symbols TKO, TGB, and TKO, respectively. The following table shows the price ranges and average daily trading volume ("ADTV") traded by month in 2022, based on trading information published by each exchange.
|
|
TSX |
NYSE American |
LSE |
||||||
|
2022 |
High |
Low |
ADTV |
High |
Low |
ADTV |
High (GB£) |
Low |
ADTV |
|
December |
2.16 |
1.66 |
321,143 |
1.60 |
1.21 |
1,453,223 |
1.26 |
1.06 |
2,335 |
|
November |
1.94 |
1.45 |
455,616 |
1.45 |
1.07 |
1,620,262 |
1.15 |
0.98 |
2,342 |
|
October |
1.75 |
1.40 |
278,754 |
1.30 |
0.98 |
1,341,995 |
1.06 |
0.95 |
24,822 |
|
September |
1.80 |
1.25 |
344,573 |
1.34 |
0.91 |
1,793,236 |
1.11 |
0.90 |
2,645 |
|
August |
1.62 |
1.26 |
378,377 |
1.26 |
0.98 |
1,835,534 |
1.01 |
0.84 |
9,776 |
|
July |
1.43 |
1.15 |
381,173 |
1.11 |
0.89 |
1,248,832 |
0.93 |
0.83 |
8,699 |
|
June |
2.19 |
1.37 |
321,518 |
1.75 |
1.06 |
1,633,562 |
1.32 |
0.88 |
2,170 |
|
May |
2.53 |
1.71 |
885,662 |
2.00 |
1.30 |
2,671,397 |
1.50 |
1.15 |
3.545 |
|
April |
3.00 |
2.39 |
351,561 |
2.41 |
1.87 |
2,031,509 |
1.81 |
1.50 |
26,459 |
|
March |
2.94 |
2.43 |
442,906 |
2.35 |
1.88 |
2,047,564 |
1.70 |
1.40 |
6,452 |
|
February |
2.62 |
2.24 |
333,443 |
2.07 |
1.74 |
1,526,228 |
1.52 |
1.38 |
1,849 |
|
January |
2.88 |
2.29 |
497,863 |
2.27 |
1.80 |
2,434,166 |
1.62 |
1.38 |
7,007 |
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DIRECTORS AND OFFICERS
As at March 31, 2023, the directors and executive officers of Taseko, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 9,666,667 common shares, representing less than five percent of the total number of common shares outstanding before giving effect to the exercise of options to purchase common shares held by such directors and executive officers. The statement as to the number of common shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers of Taseko as a group is based upon information furnished by the directors and officers as reflected on SEDI (www.sedi.com).
| Name, Position and Office, and Province or State and Country of Residence |
Period a Director and/or Officer of Taseko |
| Directors | |
| Anu Dhir, Director Toronto, Ontario, Canada |
Since September 2017 |
| Robert A. Dickinson, Director Lions Bay, British Columbia, Canada |
Since January 1991 |
| Russell E. Hallbauer, Director West Vancouver, British Columbia, Canada |
Since July 2005 |
| Stuart McDonald, President, Chief Executive Officer and Director North Vancouver, British Columbia, Canada |
Since September 2013 |
| Rita Maguire Phoenix, Arizona, USA |
Since June 2022 |
| Peter Mitchell, Director Naples, Florida, USA |
Since June 2020 |
| Kenneth Pickering, Director Chemainus, British Columbia, Canada |
Since December 2018 |
| Ronald W. Thiessen, Chairman of the Board and Director West Vancouver, British Columbia, Canada |
Since October 1993 |
| Executive Officers |
|
| Brian Bergot, Vice President, Investor Relations North Vancouver, British Columbia, Canada |
Since March 2014 |
| Bryce Hamming, Chief Financial Officer North Vancouver, British Columbia, Canada |
Since June 2019 |
| Sean Magee, Vice President Corporate Affairs North Vancouver, British Columbia, Canada |
Since September 2021 |
| Robert Rotzinger, Vice President, Capital Projects West Vancouver, British Columbia, Canada |
Since December 2012 |
| Richard Tremblay, Senior Vice President, Operations Vancouver, British Columbia, Canada |
Since June 2019 |
| Trevor Thomas, Secretary Vancouver, British Columbia, Canada |
Since August 2008 |
| Richard Weymark, Vice President, Engineering North Vancouver, British Columbia, Canada |
Since July 2021 |
- 94 -
At the annual general meeting held in June 2022, all the directors listed above, were re-elected as directors, except for Ms. Maguire who was elected as a director nominee at the June 2022 annual general meeting. All directors have a term of office expiring at the next annual general meeting of Taseko.
All officers have a term of office lasting until their removal or replacement by the Board of Directors. However, there are certain employment agreements in place with respect to these persons which will affect any termination of services.
Committees of the Board of Directors
Audit and Risk Committee
The Audit and Risk Committee is comprised of Peter Mitchell (Chair), Ron Thiessen, and Anu Dhir.
Compensation Committee
The Compensation Committee is comprised of Kenneth Pickering (Chair), Anu Dhir, and Peter Mitchell.
Nominating and Governance Committee
The Nominating and Governance Committee is comprised of Anu Dhir (Chair), Robert A. Dickinson, and Peter Mitchell.
Environmental, Health and Safety Committee
The Environmental, Health and Safety Committee is comprised of Kenneth Pickering (Chair), Robert A. Dickinson, Russell Hallbauer and Rita Maguire.
Florence Oversight Committee
The Florence Oversight Committee is comprised of Russell Hallbauer and Kenneth Pickering.
Principal Occupations and Other Information
Anu Dhir, B.A. JD. - Director
Ms. Dhir is co-founder of Wshingwell, a for-profit community relationship platform that allows individuals, communities and organizations to micro-fundraise around experiences and events. Prior to starting Wshingwell, Ms. Dhir spent 20 years in the resources sector; most recently, as a co-founder and executive of ZinQ Mining a private base and precious metals company that focuses on the Latin American Region. Prior to ZinQ Mining, Ms. Dhir was Vice President, Corporate Development and Corporate Secretary at Katanga Mining Limited. Ms. Dhir is a graduate of the General Management Program (GMP) at Harvard Business School and has a law degree (Juris Doctor) from Quinnipiac University and a Bachelor of Arts (BA) from the University of Toronto.
- 95 -
Ms. Dhir is, or within the past five years, was a director of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Golden Star Resources |
Director |
February 2014 |
January 2022 |
|
Taseko Mines Limited |
Director |
September 2017 |
Present |
|
Lomiko Metals Inc. |
Director |
December 2021 |
December 2022 |
|
Montage Gold Corp. |
Director |
May 2022 |
Present |
Robert A. Dickinson, B.Sc., M.Sc. - Director
Mr. Dickinson is an economic geologist who has been actively involved in mineral exploration and mine development for over 45 years and was inducted into the Canadian Mining Hall of Fame in 2012. He is Chairman of Hunter Dickinson Inc. ("HDI") and Hunter Dickinson Services Inc. ("HDSI") as well as a director and member of the management team of a number of public companies associated with HDSI. He is also President and Director of United Mineral Services Ltd., a private resources company.
Mr. Dickinson is, or within the past five years was, an officer and/or director of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Amarc Resources Ltd. |
Director |
April 1993 |
Present |
|
Chairman |
April 2004 |
Present |
|
|
Blackwolf Copper and Gold Ltd. |
Director |
November 2009 |
August 2020 |
|
Northcliff Resources Ltd. |
Director |
June 2011 |
Present |
|
Northern Dynasty Minerals Ltd. |
Director |
June 1994 |
Present |
|
Chairman |
April 2004 |
Present |
|
|
Quartz Mountain Resources Ltd. |
Director |
December 2003 |
February 2019 |
|
Director |
May 2022 |
Present |
|
|
President and CEO |
December 2017 |
February 2019 |
|
|
Chairman |
May 2022 |
Present |
|
|
Taseko Mines Limited |
Director |
January 1991 |
Present |
- 96 -
Russell E. Hallbauer, P.Eng. - Director
Mr. Hallbauer graduated from the Colorado School of Mines with a B.Sc. in Mining Engineering in 1979. He is a Registered Professional Engineer with the Association of Professional Engineers of British Columbia. He has been a member of the Canadian Institute of Mining and Metallurgy since 1975 and is a director and former chairman of the Mining Association of B.C.
In 1983, he joined Teck Corporation's Bullmoose mine, advancing through Engineering and Supervisory positions to become Mine Superintendent in 1987, and in 1992, became General Manager of Quintette. In 1995, he assumed new responsibilities in Vancouver when he was appointed General Manager, Coal Operations, overseeing Teck's three operating coal mines in the Province. In 2002, he was appointed General Manager, Base Metal Joint Ventures, responsible for Teck Cominco's interests in Highland Valley Copper, Antamina in Peru, and Louvicourt in Quebec. Mr. Hallbauer is a director of HDSI (and HDI), a company providing management and administrative services to several publicly-traded companies, and focuses on directing corporate development and financing activities.
Mr. Hallbauer is, or within the past five years was, an officer and/or director of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
President |
July 2005 |
June 2019 |
|
Chief Executive Officer |
July 2005 |
June 2021 |
|
|
Director |
July 2005 |
Present |
Stuart McDonald, CPA, CA - President, CEO and Director
Mr. McDonald is a mining executive with over 25 years of experience in mining, corporate development, financial and management roles. He joined Taseko as Chief Financial Officer in 2013, was appointed President in June 2019, and CEO in July 2021.
- 97 -
Prior to Taseko, he held a number of senior roles in the mining industry including CFO of Quadra FNX Mining Ltd. (and its predecessor Quadra Mining Ltd.), a mid-tier copper producer with five operating mines in Canada, Arizona, Nevada, and Chile. He also held senior executive roles with Yukon Zinc Corp., and Cumberland Resources Ltd. prior to its acquisition by Agnico-Eagle Mines in 2007.
Before joining the mining industry, he spent 10 years in public accounting with Deloitte & Touche and Ernst & Young. Mr. McDonald is a Chartered Professional Accountant and holds a Bachelor of Commerce (Finance) degree from the University of British Columbia
Mr. McDonald is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Chief Financial Officer |
September 2013 |
June 2019 |
|
Taseko Mines Limited |
President |
June 2019 |
Present |
|
Taseko Mines Limited |
Chief Executive Officer |
June 2021 |
Present |
|
Taseko Mines Limited |
Director |
September 2021 |
Present |
Peter Mitchell, CPA - Director
Mr. Mitchell is a Chartered Professional Accountant with over 35 years of senior financial management experience in both public and private equity sponsored companies. Most recently, he was Senior Vice President and Chief Financial Officer of Coeur Mining, Inc., a precious metals producer operating mines throughout North America. Peter joined Coeur in 2013 and was responsible for investor relations, financial planning and analysis, financial reporting, information technology, tax and compliance, in addition to serving as a key team member on the Company's acquisition and divestiture team as well as leading all capital markets activity in multiple equity and debt financings.
Previously, he held executive leadership positions in finance and operations with a variety of U.S. and Canadian companies, among them Taseko Mines Limited, Vatterott Education Centers, Von Hoffmann Corporation and Crown Packaging Ltd. He is currently a member of the Board of Directors of Stabilis Solutions Inc., Montage Gold Corp. and Northcliff Resources Ltd. where he is also the Audit Committee Chair. He earned a BA in Economics from Western University and an MBA in Finance from the University of British Columbia.
Mr. Mitchell is, or within the past five years was, an officer of the following public companies:
- 98 -
|
Company |
Positions Held |
From |
To |
|
Coeur Mining Inc. |
Chief Financial Officer |
June 2013 |
December 2018 |
|
Montage Gold Corp. |
Director and Chairman |
September 2019 |
Present |
|
Northcliff Resources Ltd. |
Director |
June 2011 |
Present |
|
Stabilis Solutions Inc. |
Director |
July 2019 |
Present |
|
Taseko Mines Limited |
Director |
June 2020 |
Present |
Kenneth Pickering - Director
Mr. Pickering is a Professional Engineer and mining executive with 40 years of experience in a variety of capacities in the natural resources industry. He has led the development, construction and operation of world-class mining projects in Canada, Chile, Australia, Peru and the United States, focusing on operations, executive responsibilities and country accountabilities.
Mr. Pickering is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Enaex S.A. Chile |
Director |
May 2011 |
May 2018 |
|
Endeavour Silver Corp. |
Director |
August 2012 |
Present |
|
Northern Dynasty Minerals Ltd. |
Director |
September 2013 |
Present |
|
Teck Resources Limited |
Director |
March 2015 |
September 2022 |
|
Taseko Mines Limited |
Director |
December 2018 |
Present |
Ronald W. Thiessen, CPA, FCA - Chairman of the Board and Director
Mr. Thiessen is a Chartered Professional Accountant with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is a director of HDSI (and HDI), a company providing management and administrative services to several publicly-traded companies, and focuses on directing corporate development and financing activities.
Mr. Thiessen is, or within the past five years was, an officer and/or director of the following public companies:
- 99 -
|
Company |
Positions Held |
From |
To |
|
Amarc Resources Ltd. |
Director |
September 1995 |
February 2019 |
|
|
CEO |
September 2000 |
February 2019 |
|
Northern Dynasty Minerals Ltd. |
Director |
November 1995 |
Present |
|
President and CEO |
November 2001 |
Present |
|
|
Quartz Mountain Resources Ltd. |
Director |
December 2011 |
December 2017 |
|
President and CEO |
December 2011 |
December 2017 |
|
|
Taseko Mines Limited |
Director |
October 1993 |
Present |
|
Chairman |
May 2006 |
Present |
Rita Maguire - Director
Ms. Maguire is a practicing attorney in Phoenix, Arizona focusing her legal practice in the areas of water, environmental, mining and administrative law. Ms. Maguire represents both public and private clients in legal matters involving regulatory compliance and permitting, water management and conservation, environmental litigation, and land use planning. She has served as General Counsel for the Company's wholly-owned subsidiary Florence Copper LLC (formerly Florence Copper Inc.) since 2014.
Ms. Maguire served as the founding President and CEO of the Arizona Center for Public Policy from 2002 until 2007, a nonpartisan public policy research center providing comprehensive and objective analysis of major policy issues in Arizona. Ms. Maguire served as Director of the Arizona Department of Water Resources from 1993 through 2001. During her tenure as Director, Ms. Maguire represented the state's interests in the Colorado River Basin, was a key figure in the development of the Arizona Water Bank Authority, and played a central role in Indian water rights negotiations in Arizona. As Deputy Chief of Staff for Governor Fife Symington from 1991 to 1993, Ms. Maguire oversaw the operation of ten Executive Branch agencies. She began her career with Conoco Inc., now Conoco-Phillips, in the International Crude Oil Trading Department at its headquarters in Houston, Texas.
Ms. Maguire holds three degrees from Arizona State University: a Juris Doctorate received in 1988, a Masters in Business Administration received in 1979, and a Bachelor of Science received in 1977. She was awarded an AV-Preeminent Rating by Martindale-Hubbell, and was awarded the Michael J. Brophy Distinguished Service Award by the Environmental Law and Natural Resources Section of the Arizona State Bar. In 2001, Ms. Maguire was awarded the Outstanding Alumnus of the Sandra Day O'Connor College of Law.
Ms. Maguire is, or within the past five years was, an officer and/or director of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Director |
June 2022 |
Present |
- 100 -
Brian Bergot - Vice President, Investor Relations
Mr. Bergot was appointed Vice President, Investor Relations in March 2014 and has over 20 years of experience in the natural resources sector. Brian joined Taseko in 2006 and has held roles of increasing responsibility, in both Investor Relations and Marketing & Logistics. Prior to his career in mining, Mr. Bergot spent 14 years at Methanex Corporation, a $7 billion BC-based chemical company. At Methanex, he held a number of corporate and operational roles including investor relations and marketing & logistics. As Vice President, Investor Relations, he is responsible for expanding the Company's shareholder base in the North American and European markets.
Mr. Bergot is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Vice President, Investor Relations |
March 2014 |
Present |
Bryce Hamming, CFA, CPA, CA - Chief Financial Officer
Mr. Hamming joined Taseko in 2018 and was appointed Chief Financial Officer in June 2019. Mr. Hamming is a financial executive with more than 20 years of experience in corporate finance, tax and financial reporting oversight. He was most recently a corporate finance adviser to Seaspan Corporation. From 2011 to 2019, he was Chief Financial Officer of Northcliff Resources Ltd. and was also employed by the Hunter Dickinson group on various other mining development projects throughout North America. From 2007 to 2009, he worked for the Royal Bank of Scotland in debt capital markets origination and worked with Ernst &Young LLP's mining advisory groups based out of London from 2006 to 2007. He articled with KPMG LLP (Vancouver) as a senior tax manager. Mr. Hamming is a Chartered Financial Analyst and a Chartered Professional Accountant (British Columbia) and he holds a Bachelor of Business Administration from Simon Fraser University.
Mr. Hamming is, or within the past five year was, an officer of the following public companies.
|
Company |
Positions Held |
From |
To |
|
Northcliff Resources Ltd. |
Chief Financial Officer |
June 2011 |
March 2019 |
|
Taseko Mines Limited |
Chief Financial Officer |
June 2019 |
Present |
- 101 -
Sean Magee - Vice President, Corporate Affairs
Mr. Magee joined Taseko in September 2021 as Vice President Corporate Affairs and is responsible for leading Taseko's public affairs and community relations programs, as well as for government relations, corporate communications, media, and policy initiatives.
Mr. Magee has more than 25 years' experience as a public affairs professional supporting mining and other natural resource industries in Canada and throughout North America - most recently as Principal of regulatory and public affairs consulting firm One-eighty Consulting Group Inc., and previously in senior executive roles with a number of publicly traded companies. In these roles, he provided senior public affairs and management counsel to a suite of mineral exploration and development, mining and energy companies, with direct responsibility for strategic communication planning, issues and crisis management, ESG and sustainability programs and partnerships, public and stakeholder consultation, Indigenous engagement, government relations and reputation management.
He is a former journalist, speechwriter and media trainer, with extensive experience working on high profile development projects in Canada and the United States.
Mr. Magee is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Vice President, Corporate Affairs |
September 2021 |
Present |
|
Northern Dynasty Minerals Ltd. |
Vice President, Public Affairs |
July 2015 |
August 2021 |
Robert Rotzinger, P. Eng. - Vice-President, Capital Projects
Mr. Rotzinger has over 25 years of experience in the mining industry with Taseko and predecessor companies. Mr. Rotzinger has been a key participant in the $700 million capital investment program at Gibraltar including managing the engineering, construction and commissioning of the three phase mine expansion project. In 2014, he was the recipient of the Canadian Mineral Processors Society "Mineral Processor of the Year Award" and in 2010, he was a co-recipient of the Association of Mineral Exploration British Columbia E.A. Scholz Award for Excellence in Mine Development for the expansion and modernization of Gibraltar. He has also received PowerSmart Excellence Awards from BC Hydro in 2008 for Outstanding Energy Efficient Project and again in 2010 for the Application of New Energy Efficient Technology.
Mr. Rotzinger is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Vice President, Capital Projects |
December 2012 |
Present |
Richard Tremblay, P. Eng., MBA - Senior Vice President, Operations
Mr. Tremblay joined Taseko as General Manager, Gibraltar in July 2014. Mr. Tremblay is an experienced senior level executive with over 30 years in the mining industry. He has a strong operations background in Open Pit Mining as well as Mineral Processing. Prior to joining Taseko Mr. Tremblay held positions as Vice President Operations, Coalspur, General Manager Fording River Operations Teck Coal, General Manager Line Creek Operations, Elk Valley Coal Corporation and Superintendent, Processing Elkview Operations and Coal Mountain Operations, Elk Valley Coal Corporation.
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In May 2019, Mr. Tremblay was named Mining Person of the Year by the Mining Association of BC for his work on the BC Health, Safety, and Reclamation Code Committee and the Mining Jobs Task Force. He also served as Chair of the BC Mine Managers Committee from 2007 to 2009. Mr. Tremblay holds an MBA from Simon Fraser University and is a professional engineer with a Bachelor of Science in Chemical Engineering from Queen's University.
Mr. Tremblay is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Senior Vice President, Operations |
June 2019 |
Present |
Trevor Thomas, LLB - Secretary
Mr. Thomas has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as in-house positions and is currently general counsel for Hunter Dickinson Inc. Prior to joining Hunter Dickinson Inc. he served as in-house legal counsel with Placer Dome Inc.
Mr. Thomas is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Amarc Resources Ltd. |
Secretary |
February 2008 |
Present |
|
Blackwolf Copper and Gold Ltd. |
Secretary |
July 2013 |
August 2020 |
|
Electric Royalties Ltd. |
Secretary |
June 2020 |
November 2021 |
|
Mineral Mountain Resources Ltd. |
Director |
September 2016 |
Present |
|
Northcliff Resources Ltd. |
Secretary |
June 2011 |
Present |
|
Northern Dynasty Minerals Ltd. |
Secretary |
February 2008 |
Present |
|
Quadro Resources Ltd. |
Director |
June 2017 |
Present |
|
Quartz Mountain Resources Ltd. |
Secretary |
June 2013 |
Present |
|
Chairman, President and CEO |
February 2019 |
May 2022 |
|
|
Director |
February 2019 |
Present |
|
|
Rathdowney Resources Ltd. |
Secretary |
March 2011 |
Present |
|
RE Royalties Ltd. |
Secretary |
November 2018 |
October 2022 |
|
Taseko Mines Limited |
Secretary |
August 2008 |
Present |
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Richard Weymark, P. Eng. - Vice President, Engineering
Mr. Weymark is a Professional Mining Engineer with over 15 years of experience in the mining industry in British Columbia. Mr. Weymark joined Taseko as Chief Engineer in July 2018 and was appointed Vice President, Engineering in July 2021.
Mr. Weymark's primary focus is the advancement of the engineering and environmental aspects of Taseko's pipeline of development projects. Prior to joining Taseko, he held progressively senior roles at Teck's Highland Valley Copper operations in mine engineering, mine operations, business improvement and tailings dam construction.
Mr. Weymark holds a Bachelor of Applied Science in Mining Engineering from the University of British Columbia and a Master of Business Administration from Queen's University
Mr. Weymark is, or within the past five years was, an officer of the following public companies:
|
Company |
Positions Held |
From |
To |
|
Taseko Mines Limited |
Vice President, Engineering |
July 2021 |
Present |
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No director or executive officer of Taseko is as of the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company that was the subject of a cease trade order or similar penalty or sanction while that person was acting in that capacity, or was the subject of a cease trade order or similar penalty or sanction after the director or executive officer ceased to act in that capacity and which resulted from any event that occurred while that person was acting in the capacity of a director or executive officer.
Except as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
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As publicly disclosed at www.sedar.com, in September, 2012, Great Basin Gold Ltd. ("GBG"), a company for which, at the time, Mr. Ronald W. Thiessen and Ms. Anu Dhir were directors, became bankrupt due to heavy indebtedness, mine production issues and falling gold prices.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Potential Conflicts of Interest
Several directors of Taseko also serve as directors of one or more other resource companies involved in mineral exploration and/or development. It may occur from time to time that as a consequence of their activity in the mineral industry and serving on such other boards that a director may become aware of potential resource property opportunities which are of interest to more than one of the companies on whose boards that person serves. Furthermore, it is possible that the directors of Taseko and the directors of one or more such other companies may also agree to allow joint participation on Taseko's properties or the properties of that other company. Accordingly, situations may arise in the ordinary course which involves a director in an actual or potential conflict of interest as well as issues in connection with the general obligation of a director to make corporate opportunities available to the company on which the director serves. In all such events, any director who might have a disclosable financial interest in a contract or transaction by virtue of office, employment or security holdings or other such interest in another company or in a property interest under consideration by the Taseko Board, would be obliged to abstain from voting as a Taseko director in respect of any transaction involving that other company(s) or in respect of any property in which an interest is held by him. The directors will use their best business judgment to help avoid situations where conflicts or corporate opportunity issues might arise and they must at all times fulfill their duties to act honestly and in the best interests of Taseko.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Company has not been subject to any securities regulatory authority or other regulatory authority or court penalty or sanction.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
None of the directors or senior officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction of the Company other than as set out herein.
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TRANSFER AGENT AND REGISTRAR
The Company's registrar and transfer agent for its common shares is Computershare Investor Services Inc. at its offices in Vancouver, British Columbia.
MATERIAL CONTRACTS
The following contracts are considered material and have been filed at www.sedar.com:
(a) Joint Venture Operating Agreement with Cariboo, dated March 18, 2010, whereby the Gibraltar Mine is operated in a 75:25 joint venture with Cariboo;
(b) 2026 Secured Note Indenture, dated as of February 10, 2021, between the Company and each of the Guarantors Party, and The Bank of New York Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian Co-Trustee and Collateral Agent. Information on the terms of the 2026 Secured Notes and the 2026 Secured Note Indenture is incorporated by reference from the Company's material change report dated February 10, 2021 filed on SEDAR on February 10, 2021;
(c) Credit Agreement dated October 4, 2021, between Taseko Mines Limited as borrower and certain of its restricted subsidiaries as guarantors, restricted subsidiaries and/or obligors and the lenders from time to time party to this agreement as lenders and National Bank of Canada in its capacity as Agent; and
(d) Purchase Agreement between Sojitz Corporation and Taseko Mines Limited dated as of February 21, 2023 and filed on SEDAR on March 3, 2023.
INTERESTS OF EXPERTS
The following is a list of the persons or companies named as having prepared or certified a statement, report or valuation, in this AIF either directly or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the person or company:
(a) The Company's independent auditors are KPMG LLP, Chartered Professional Accountants, who have issued independent auditor's reports dated February 23, 2023 in respect of the Company's consolidated financial statements as of December 31, 2022 and for the fiscal year ended December 31, 2022 and the Company's internal control over financial reporting as of December 31, 2022;
(b) Richard Weymark, P. Eng., MBA, Vice President Engineering, authored the “Technical Report on the Mineral Reserve Update at the Gibraltar Mine” dated March 30, 2022, the “Technical Report on the Mineral Reserve Update at the Yellowhead Copper Project” dated January 16, 2020, and the “NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona” dated March 30, 2023 which has an effective date of March 15, 2023, and reviewed and approved the information herein relating to the Gibraltar, Florence Copper, Yellowhead Copper, New Prosperity and Aley projects;
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(c) Robert Rotzinger, P.Eng., Vice President Capital Projects, authored the “NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona” dated March 30, 2023 which has an effective date of March 15, 2023; and
(d) Richard Tremblay, P.Eng., MBA, Senior Vice President Operations, authored the “NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona” dated March 30, 2023 which has an effective date of March 15, 2023.
To our knowledge, none of Richard Weymark, Robert Rotzinger or Richard Tremblay hold, directly or indirectly, more than 1% of our issued and outstanding common shares.
KPMG are the auditors of the Company and have confirmed that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and also that they are independent accountants with respect to the Company under all relevant US professional and regulatory standards.
Based on information provided by the relevant persons, and except as otherwise disclosed in this AIF, none of the persons or companies referred to above has received or will receive any direct or indirect interests in our property or the property of an associated party or an affiliate of ours.
ADDITIONAL INFORMATION
Additional information, including additional financial information, directors' and officers' remuneration, indebtedness of officers, executive stock options and interests of management and others in material transactions, where applicable, is contained in annual financial statements, MD&A, proxy circulars and interim financial statements available under the Company's profile at the SEDAR website (www.sedar.com).
The following documents can be obtained upon request from Taseko's Shareholder Communication Department by calling (778) 373-4533:
I. this Annual Information Form, together with any document incorporated herein by reference;
II. the annual report and MD&A of the Company and any interim financial statements and MD&A filed with Securities Commissions subsequent to the audited financial statements for the Company's most recently completed financial year; and
III. the Proxy Circular for the June 9, 2022 annual general meeting of the Company dated April 28, 2022.
The Company may require the payment of a reasonable charge from persons, other than security holders of the Company, requesting copies of these documents.
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AUDIT AND RISK COMMITTEE
The Audit and Risk Committee has adopted a charter that sets out its mandate and responsibilities, and is attached to this AIF as Appendix A.
Composition of Audit and Risk Committee
The Audit and Risk Committee, consisting of Peter Mitchell (Chair), Ronald Thiessen and Anu Dhir, reviews all financial statements of the Company prior to their publication, meets with the auditors as part of their review of audit findings, considers the adequacy of audit procedures, recommends the appointment of independent auditors, reviews and approves the professional services to be rendered by them and reviews fees for audit services. The charter has set criteria for membership which all members of the Audit and Risk Committee are required to meet consistent with National Instrument 52-110 Audit Committees and other applicable regulatory requirements. The Audit and Risk Committee, as needed, meets separately (without management present) with the Company's auditors to discuss the various aspects of the Company's financial statements and the independent audit.
Each Audit and Risk Committee member is an independent director and is financially literate. Mr. Mitchell is the Audit and Risk Committee's Chairman. Messrs. Mitchell and Thiessen are financial experts.
Relevant Education and Experience
Disclosure respecting the education and experience of the Audit and Risk Committee is provided in their biographies above. As a result of their education and experience, each member of the Audit Committee has familiarity with, an understanding of, or experience in:
- the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
- reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements; and
- internal controls and procedures for financial reporting.
Code of Ethics
The Company has adopted a code of ethics that applies to all directors, officers and employees of the Company, including the Chief Executive Officer, Senior Vice President, Operations, Chief Financial Officer and other senior finance staff. A copy of the Code of Ethics, which is included as a part of the Company's Governance Policies and Procedures Manual, is available on the Company's website at www.tasekomines.com and at the SEDAR web site www.sedar.com.
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Principal Accountant Fees and Services
The following table discloses the aggregate fees billed for each of the last two years for professional services rendered by the Company's audit firm for various services.
| Services |
Year Ended December 31, 2022 |
Year Ended December 31, 2021 |
| Audit Fees1 | $ 739,300 | $ 682,000 |
| Audit Related Fees2 | - | - |
| Tax Fees3 | 90,500 | - |
| All Other Fees | - | - |
| Total | $ 829,800 | $ 682,000 |
(1) "Audit Fees" for the years ended December 31, 2022 and 2021 includes administrative costs and disbursements related to professional services rendered.
(2) "Audit Related Fees" include services that are traditionally performed by the auditor.
(3) "Tax Fees" include US and Canadian tax transfer pricing assistance for Florence Copper LLC.
Pre-Approval Policies and Procedures
Management of the Company requests approval from the Audit and Risk Committee for all audit and non-audit services to be provided by the Company's auditors. The Audit and Risk Committee pre-approves all such services with set maximum dollar amounts for each itemized service. During such deliberations, the Audit and Risk Committee assesses, among other factors, whether the services requested would be considered "prohibited services" as contemplated under Canadian independence standards and by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors. No audit-related fees, tax fees or other non-audit fees for such "prohibited services" were approved by the Audit and Risk Committee.
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APPENDIX A
Audit and Risk Committee Charter
1. Purpose: Responsibilities and Authority
The Audit and Risk Committee (the "Audit Committee" or "Committee") shall carry out its responsibilities under applicable laws, regulations and stock exchange requirements with respect to the employment, compensation and oversight of the Company's independent auditor, and other matters under the authority of the Committee. The Committee also shall assist the Board of Directors in carrying out its oversight responsibilities relating to the Company's financial, accounting and reporting processes, the Company's system of internal accounting and financial controls, the Company's compliance with related legal and regulatory requirements, and the fairness of transactions between the Company and related parties. In furtherance of this purpose, the Committee shall have the following responsibilities and authority:
(a) Relationship with Independent Auditor.
(i) Subject to the law of British Columbia as to the role of the Shareholders in the appointment of independent auditors, the Committee shall have the sole authority to appoint or replace the independent auditor.
(ii) The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
(iii) The independent auditor shall report directly to the Committee.
(iv) The Committee shall approve in advance all audit and permitted non-audit services with the independent auditor, including the terms of the engagements and the fees payable; provided that the Committee Chairman may approve services to be performed by the independent auditors and the fee therefor between Committee meetings if the amount of the fee does not exceed $50,000, provided that any such approval shall be reported to the Committee at the next meeting thereof. The Committee may delegate to a subcommittee the authority to grant pre-approvals of audit and permitted non-audit services, provided that the decision of any such subcommittee shall be presented to the full Committee at its next scheduled meeting.
(v) At least annually, the Committee shall review and evaluate the experience and qualifications of the lead partner and senior members of the independent auditor team.
(vi) At least annually, the Committee shall obtain and review a report from the independent auditor regarding:
(A) the independent auditor's internal quality-control procedures;
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(B) any material issues raised by the most recent internal quality-control review, or peer review, of the auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;
(C) any steps taken to deal with any such issues; and
(D) all relationships between the independent auditor and the Company.
(vii) At least annually, the Committee shall evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
(viii) The Committee shall ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit, the concurring partner responsible for reviewing the audit, and other audit partners as required by law.
(ix) The Committee shall consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
(x) The Committee shall recommend to the Board policies for the Company's hiring of employees or former employees of the independent auditor who were engaged on the Company's account or participated in any capacity in the audit of the Company.
(xi) The Committee shall oversee the implementation by management of appropriate information technology systems for the Company, including as required for proper financial reporting and compliance.
(b) Financial Statement and Disclosure Review.
(i) The Committee shall review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be filed with applicable securities regulatory authorities and included in the Company's annual reports.
(ii) The Committee shall review and discuss with management (and, to the extent the Committee deems it necessary or appropriate, the independent auditor) the Company's quarterly financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether such financial statements should be filed with applicable securities regulatory authorities.
(iii) The Committee shall review and discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including the independent auditor's assessment of the quality of the Company's accounting principles, any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls over financial reporting, and any special steps adopted in light of material control deficiencies.
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(iv) At least annually and prior to the publication of annual audited financial statements, the Committee shall review and discuss with management and the independent auditor a report from the independent auditor on:
(A) all critical accounting policies and practices used by the Company;
(B) all alternative accounting treatments of financial information that have been discussed with management since the prior report, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the independent auditor, and an explanation of why the independent auditor's preferred method was not adopted; and.
(C) other material written communications between the independent auditor and management since the prior report, such as any management letter or schedule of unadjusted differences, the development, selection and disclosure of critical accounting estimates, and analyses of the effect of alternative assumptions, estimates or GAAP methods on the Company's financial statements.
(v) Prior to their filing or issuance, the Committee shall review the Company's Annual Information Form/Annual Report to the SEC, quarterly and annual earnings press releases, and other financial press releases, including the use of "pro forma" or "adjusted" non-GAAP information.
(vi) The Committee shall review and discuss with management the financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be specific or it may be in general regarding the types of information to be disclosed and the types of presentations to be made.
(c) Conduct of the Annual Audit. The Committee shall oversee the annual audit, and in the course of such oversight the Committee shall have the following responsibilities and authority:
(i) The Committee shall meet with the independent auditor prior to the audit to discuss the planning and conduct of the annual audit, and shall meet with the independent auditor as may be necessary or appropriate in connection with the audit.
(ii) The Committee shall ascertain that the independent auditor is registered and in good standing with the Canadian Public Accounting Board and the Public Company Accounting Oversight Board ("PCAOB") and that the independent auditor satisfies all applicable Canadian independence standards (Canadian Auditing Standard 200), PCAOB Rule 3526 and SEC Regulation S-X, Section 2-01. The Committee shall obtain from the auditor a written statement description of all relationships between the auditor and the Company and persons in a financial reporting oversight role at the Company as per PCAOB Rule 3526, that may reasonably be thought to bear on independence.
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(iii) The Committee shall discuss with the independent auditor the matters required to be discussed by PCAOB Auditing Standard No. 16 and Canadian Auditing Standard 260 relating to the conduct of the audit.
(iv) The Committee shall obtain from the independent auditor assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934 and that, in the course of conducting the audit, the independent auditor has not become aware of information indicating that an illegal act has or may have occurred or, if such an act may have occurred, that the independent auditor has taken all action required by Section 10A(b) of the Securities Exchange Act of 1934.
(v) The Committee shall make such inquiries to the management and the independent auditor as the Committee members deem necessary or appropriate to satisfy themselves regarding the efficacy of the Company's financial and internal controls and procedures and the auditing process.
(d) Compliance and Oversight.
(i) The Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers and financial analysts who follow the Company.
(ii) The Committee shall discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.
(iii) The Committee shall discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies, and regularly review the top risks identified by management and the policies and practices adopted by the Company to mitigate those risks.
(iv) At least annually and prior to the filing of the AIF/Annual Report to the SEC, the Committee shall review with management and the independent auditor the disclosure controls and procedures and confirm that the Company (with CEO and CFO participation) has evaluated the effectiveness of the design and operation of the controls within 90 days prior to the date of filing of the AIF/Annual Report to the SEC. The Committee also shall review with management and the independent auditor any deficiencies in the design and operation of internal controls and significant deficiencies or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls. As a part of that review, the Committee shall review the process followed in preparing and verifying the accuracy of the required CEO and CFO annual certifications.
(v) At least annually and prior to the filing of the AIF/Annual Report to the SEC, the Committee shall review with management and the independent auditor management's internal control report and assessment of the internal controls and procedures, and the independent auditor's report on and assessment of the internal controls and procedures. In connection with its review of interim and annual financial statements and related management's discussion and analysis, the Committee shall confirm with management that the Company (with CEO and CFO participation) has taken all actions required in connection with the certifications required by National Instrument NI 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings.
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(vi) The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
(vii) The Committee shall discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or reports which raise material issues regarding the Company's financial statements or accounting policies.
(viii) At least annually, the Committee shall meet with the Company's legal counsel and discuss any legal matters that may have a material impact on the financial statements or the Company's compliance policies.
(ix) The Committee shall oversee the preparation of reports relating to the Audit Committee required under applicable laws, regulations and stock exchange requirements.
(x) The Committee shall exercise oversight with respect to anti-fraud programs and controls.
(e) Related Party Transactions.
(i) The Committee shall review for fairness to the Company proposed transactions, contracts and other arrangements between the Company and its subsidiaries and any related party or affiliate, and make recommendations to the Board whether any such transactions, contracts and other arrangements should be approved or continued. The foregoing shall not include any compensation payable pursuant to any plan, program, contract or arrangement subject to the authority of the Company's Compensation Committee.
(ii) As used herein the term "related party" means any officer or director of the Company or any subsidiary, or any shareholder holding a greater than 10% direct or indirect financial or voting interest in the Company, and the term "affiliate" means any person, whether acting alone or in concert with others, that controls, is controlled by or is under common control with another person. "Related party" includes Hunter Dickinson Services Inc., its principals, and their affiliates.
(f) Additional duties. The Committee shall perform the following additional duties:
(i) The Committee shall review and recommend dividend policies.
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(ii) The Committee shall oversee the Company's insurance program and approve insurance policy limits.
(iii) The Committee shall review the appointment of senior financial personnel and make recommendations to the Board of Directors regarding the appointment of the Chief Financial Officer.
(iv) The Committee shall recommend to the Nominating and Governance Committee the qualifications and criteria for membership on the Committee.
(v) The Committee shall review and discuss with management the requirement for annual public disclosure pursuant to the Extractive Sector Transparency Measures Act and shall be responsible for approving such disclosures.
2. Structure and Membership
(a) Number and qualification. The Committee shall consist of three persons unless the Board should from time to time otherwise determine. All members of the Committee shall meet the experience and financial literacy requirements of National Instrument NI 52-110 and the rules of the TSX and the NYSE American. At least one member of the Committee shall be a "financial expert" as defined in Item 407 of SEC Regulation S-K.
(b) Selection and Removal. Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Committee at any time with or without cause.
(c) Independence. All of the members of the Committee shall be "independent" as required for audit committees by National Instrument NI 52-110, the rules of the TSX and the NYSE American, and SEC Rule 10A-3.
(d) Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.
(e) Compensation. The compensation of the Committee shall be as determined by the Board.
(f) Term. Members of the Committee shall be appointed for one-year terms. Each member shall serve until his or her replacement is appointed, or until he or she resigns or is removed from the Board or the Committee.
3. Procedures and Administration
(a) Meetings. The Committee shall meet as often as it deems necessary in order to perform its responsibilities, but not less than quarterly. The Committee shall keep minutes of its meetings and any other records as it deems appropriate.
(b) Subcommittees. The Committee may form and delegate authority to one or more subcommittees, consisting of at least one member, as it deems appropriate from time to time under the circumstances.
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(c) Reports to the Board. The Committee shall regularly report to the Board with respect to such matters as are relevant to the Committee's discharge of its responsibilities, and shall report in writing on request of the Chairman of the Board.
(d) Charter. The Committee shall, at least annually, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
(e) Independent Advisors. The Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay appropriate compensation to advisors engaged by the Committee.
(f) Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any Officer or other person to meet with the Committee and to access all Company records.
(g) Annual Self-Evaluation. The Committee shall evaluate its own performance at least annually.
4. Additional Powers
The Committee shall have such other duties as may be delegated from time to time by the Board of Directors.
5. Limitation of Committee's Role
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management and the independent auditor.
6. Committee Member Independence, Financial Literacy and Financial Expert Requirements
A. Independence
See the Company's Corporate Governance Overview and Guidelines.
B. Financial Literacy and Financial Expert Requirements
NI 52-110
Section 3.1(4) states that each audit committee member must be financially literate.
Section 1.6 defines the meaning of financial literacy as follows:
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"For the purposes of this Instrument, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements."
NYSE American Section 803(B)(2)(a)(iii)
Each issuer must have an Audit Committee of at least three members, each of whom:
"is able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. Additionally, each issuer must certify that it has, and will continue to have, at least one member of the audit committee who is financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities. A director who qualifies as an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S-K …. is presumed to qualify as financially sophisticated."
ITEM 407(d)(5)(ii) OF REGULATION S-K, DEFINITION OF FINANCIAL EXPERT
For purposes of this Item, an audit committee financial expert means a person who has the following attributes:
(A) An understanding of generally accepted accounting principles and financial statements;
(B) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
(C) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;
(D) An understanding of internal control over financial reporting; and
(E) An understanding of audit committee functions.
A person shall have acquired such attributes through:
(A) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
(B) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;
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(C) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or
(D) Other relevant experience.
Consolidated Financial Statements
December 31, 2022
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).
| /s/ Stuart McDonald | /s/ Bryce Hamming |
| Stuart McDonald | Bryce Hamming |
| Chief Executive Officer | Chief Financial Officer |
Vancouver, British Columbia
February 23, 2023
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, 2022. 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, 2022, 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, 2022 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, 2022 and 2021.
| /s/ Stuart McDonald | /s/ Bryce Hamming |
| Stuart McDonald | Bryce Hamming |
| Chief Executive Officer | Chief Financial Officer |
Vancouver, British Columbia
February 23, 2023
 | ||
| KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada | Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Taseko Mines Limited:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Taseko Mines Limited (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2022 and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2023 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We 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.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
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| Taseko Mines Limited | |
| Page 2 |
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of capitalized stripping costs incurred during production
As discussed in Note 2.4(f) to the consolidated financial statements, stripping costs incurred during production that generate future economic benefit by increasing the productive capacity, extending the productive life of the mine or allowing access to a mineable reserve, are capitalized as mineral property development costs. As discussed in Note 14 to the consolidated financial statements, capitalized stripping costs were $36,312 thousand for the year ended December 31, 2022.
We identified the evaluation of capitalized stripping costs incurred during production as a critical audit matter. The magnitude of costs incurred and the complexity in determining whether the costs were incurred for developing the mineral property, required a high degree of auditor judgement and significant auditor effort.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter, including controls related to the preparation of the mine plan and determination of the strip ratio reflected in the mine plan, determination of the tonnage of materials mined in the year, determination of production costs incurred and determination of the allocation of production costs to capitalized stripping costs or to inventories. We evaluated the professional qualifications, knowledge, skill, and ability of the Company's qualified persons responsible for preparing the mine plan and determining the strip ratio reflected in the mine plan. We compared the Company's historical estimates of projected production information in the mine plan to actual results to assess the accuracy of the Company's forecasting process. We assessed the strip ratios for the current year production by comparing it to the tonnage of materials mined to mine production reports. We selected a sample of production costs, examined the underlying documentation and assessed whether the expenditure related to production. We checked the accuracy of the allocation of production costs between capitalized stripping costs and inventories.
KPMG LLP (Signed)
Chartered Professional Accountants
We have served as the Company's auditor since 1999.
Vancouver, Canada
February 23, 2023
| ||
| KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada | Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Taseko Mines Limited:
Opinion on Internal Control Over Financial Reporting
We have audited Taseko Mines Limited's (the "Company") internal control over financial reporting as of December 31, 2022, based on 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the "consolidated financial statements"), and our report dated February 23, 2023 expressed an unqualified 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.
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.
| KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
| |
| Taseko Mines Limited | |
| Page 2 |
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.
KPMG LLP (Signed)
Chartered Professional Accountants
Vancouver, Canada
February 23, 2023
TASEKO MINES LIMITED
Consolidated Balance Sheets
(Cdn$ in thousands)
| December 31, | December 31, | ||||||||
| Note | 2022 | 2021 | |||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash and equivalents | |||||||||
| Accounts receivable | 11 | ||||||||
| Inventories | 12 | ||||||||
| Other financial assets | 13 | ||||||||
| Prepaids | |||||||||
| Property, plant and equipment | 14 | ||||||||
| Other financial assets | 13 | ||||||||
| Goodwill | 15 | ||||||||
| LIABILITIES | |||||||||
| Current liabilities | |||||||||
| Accounts payable and other liabilities | 16 | ||||||||
| Current portion of long-term debt | 17 | ||||||||
| Current portion of deferred revenue | 18 | ||||||||
| Interest payable on senior secured notes | |||||||||
| Current income tax payable | |||||||||
| Long-term debt | 17 | ||||||||
| Provision for environmental rehabilitation ("PER") | 19 | ||||||||
| Deferred and other tax liabilities | 10c | ||||||||
| Deferred revenue | 18 | ||||||||
| Other financial liabilities | 21b | ||||||||
| EQUITY | |||||||||
| Share capital | 20a | ||||||||
| Contributed surplus | |||||||||
| Accumulated other comprehensive income ("AOCI") | |||||||||
| Deficit | ( |
) | ( |
) | |||||
| Commitments and contingencies | 18, 23 | ||||||||
| Subsequent event | 28 |
The accompanying notes are an integral part of these consolidated financial statements.
1
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 | 2022 | 2021 | |||||||
| Revenues | 4 | ||||||||
| Cost of sales | |||||||||
| Production costs | 5 | ( |
) | ( |
) | ||||
| Depletion and amortization | 5 | ( |
) | ( |
) | ||||
| Earnings from mining operations | |||||||||
| General and administrative | ( |
) | ( |
) | |||||
| Share-based compensation expense | 21c | ( |
) | ( |
) | ||||
| Project evaluation expense | ( |
) | |||||||
| Gain (loss) on derivatives | 7 | ( |
) | ||||||
| Other income | 8 | ||||||||
| Income before financing costs and income taxes | |||||||||
| Finance expenses, net | 9 | ( |
) | ( |
) | ||||
| Call premium on settlement of debt | 9 | ( |
) | ||||||
| Foreign exchange loss | ( |
) | ( |
) | |||||
| Income (loss) before income taxes | ( |
) | |||||||
| Income tax expense | 10 | ( |
) | ( |
) | ||||
| Net income (loss) | ( |
) | |||||||
| Other comprehensive income (loss): | |||||||||
| Items that will remain permanently in other comprehensive income (loss): | |||||||||
| Loss on financial assets | ( |
) | ( |
) | |||||
| Items that may in the future be reclassified to profit (loss): | |||||||||
| Foreign currency translation reserve | ( |
) | |||||||
| Total other comprehensive income (loss) | ( |
) | |||||||
| Total comprehensive income (loss) | ( |
) | |||||||
| Earnings (loss) per share | |||||||||
| Basic | 22 | ( |
) | ||||||
| Diluted | 22 | ( |
) | ||||||
| Weighted average shares outstanding (thousands) | |||||||||
| Basic | 22 | ||||||||
| Diluted | 22 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
TASEKO MINES LIMITED
Consolidated Statements of Cash Flows
(Cdn$ in thousands)
| For the years ended December 31, |
|||||||||
| Note | 2022 | 2021 | |||||||
| Operating activities | |||||||||
| Net income (loss) for the year | ( |
) | |||||||
| Adjustments for: | |||||||||
| Depletion and amortization | |||||||||
| Income tax expense | 10 | ||||||||
| Finance expenses, net | 9 | ||||||||
| Call premium on settlement of debt | 9 | ||||||||
| Share-based compensation expense | 21c | ||||||||
| Loss (gain) on derivatives | 7 | ( |
) | ||||||
| Unrealized foreign exchange loss (gain) | ( |
) | |||||||
| Amortization of deferred revenue | 18 | ( |
) | ( |
) | ||||
| Other operating activities | ( |
) | ( |
) | |||||
| Net change in working capital | 24 | ( |
) | ( |
) | ||||
| Cash provided by operating activities | |||||||||
| Investing activities | |||||||||
| Gibraltar capitalized stripping costs | 14 | ( |
) | ( |
) | ||||
| Gibraltar sustaining capital expenditures | 14 | ( |
) | ( |
) | ||||
| Gibraltar capital project expenditures | 14 | ( |
) | ( |
) | ||||
| Florence Copper development costs | 14 | ( |
) | ( |
) | ||||
| Other project development costs | 14 | ( |
) | ( |
) | ||||
| Purchase of copper price options | 7 | ( |
) | ( |
) | ||||
| Proceeds from copper put options | 7 | ||||||||
| Other investing activities | |||||||||
| Cash used for investing activities | ( |
) | ( |
) | |||||
| Financing activities | |||||||||
| Interest paid | ( |
) | ( |
) | |||||
| Repayment of equipment loans and leases | ( |
) | ( |
) | |||||
| Proceeds from equipment financings | |||||||||
| Net proceeds from issuance of senior secured notes | |||||||||
| Repayment of senior secured notes | ( |
) | |||||||
| Redemption cost on settlement of senior secured notes | ( |
) | |||||||
| Financing fees paid | ( |
) | |||||||
| Settlement of performance share units | ( |
) | |||||||
| Proceeds from exercise of stock options | |||||||||
| Cash provided by (used for) financing activities | ( |
) | |||||||
| Effect of exchange rate changes on cash and equivalents | ( |
) | |||||||
| Increase (decrease) in cash and equivalents | ( |
) | |||||||
| Cash and equivalents, beginning of year | |||||||||
| Cash and equivalents, end of year | |||||||||
| Supplementary cash flow disclosures | 24 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
TASEKO MINES LIMITED
Consolidated Statements of Changes in Equity
(Cdn$ in thousands)
| Share capital |
Contributed surplus |
AOCI |
Deficit |
Total |
|||||||||||
| Balance at January 1, 2021 | ( |
) | |||||||||||||
| Share-based compensation | - | - | - | ||||||||||||
| Exercise of options | ( |
) | - | - | |||||||||||
| Total comprehensive income (loss) for the year | - | - | ( |
) | |||||||||||
| Balance at December 31, 2021 | ( |
) | |||||||||||||
| Balance at January 1, 2022 | ( |
) | |||||||||||||
| Share-based compensation | - | - | - | ||||||||||||
| Exercise of options | ( |
) | - | - | |||||||||||
| Settlement of performance share units | ( |
) | - | - | ( |
) | |||||||||
| Total comprehensive income (loss) for the year | - | - | ( |
) | ( |
) | |||||||||
| Balance at December 31, 2022 | ( |
) |
The accompanying notes are an integral part of these consolidated financial statements.
4
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, 2022 comprise the Company, its subsidiaries and its
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 23, 2023.
2.2 Basis of measurement, judgment and estimation
These consolidated financial statements have been prepared on a historical cost basis except those measured at fair value through profit or loss, fair value through other comprehensive income.
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, determining the timing of transfer of control of inventory for revenue recognition, reserve and resource estimates, functional currency, determination of the accounting treatment of the advance payment under the silver purchase and sale agreement reported as deferred revenue (Note 18), provisions for environmental rehabilitation, determination of business or asset acquisition treatment, 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; valuation of inventories; plant and equipment lives; tax provisions; provisions for environmental rehabilitation, including determination of appropriate discount rates; valuation of financial instruments and derivatives; capitalized 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.
5
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, provisions for environmental rehabilitation, 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, 2022. 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 transactions between the subsidiaries 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
Under IFRS 15, Revenue Contracts with Customers, revenue is recognized when a customer obtains control of the goods or services and the Company has satisfied its performance obligations. Determining the timing of the transfer of control, at a point in time or over time, requires judgment. Cash received in advance of meeting these conditions is recorded as advance payments on product sales. In the case of Gibraltar's copper concentrate, control is generally transferred upon shipment of the product as product is placed over the ship's rails or in limited circumstances, upon delivery to the concentrate shed at the shipping port.
6
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
Under the terms of the Company's concentrate 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 when the customer obtains control of the concentrate, based on an estimate of metal contained using initial assay results and forward market prices for 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 settlement receivable 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.
A financial asset is classified as measured at fair value and subsequently at either: amortized cost; Fair Value through Other Comprehensive Income (FVOCI); or Fair Value through Profit or Loss (FVPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
A financial asset is measured at amortized cost if: (i) it is held within a business model whose objective is to hold assets to collect contractual cash flows; and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and (iii) it is not designated as FVPL. This category of financial assets is subsequently measured at amortized cost using the effective interest method, and reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis. Equity investments measured at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset as FVPL if doing so significantly reduces an accounting mismatch that would otherwise arise. Financial assets classified as FVPL are subsequently measured at fair value, with net gains and losses, including any interest or dividend income, recognized in profit or loss.
Financial assets at amortized cost
Financial assets at amortized cost 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 cash equivalents and accounts receivables.
7
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
Financial assets at fair value through other comprehensive income (FVOCI)
Marketable securities, investment in subscription receipts and reclamation deposits are designated as FVOCI and recorded at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
All financial assets not classified as measured at amortized cost or FVOCI are measured at fair value through profit or loss (FVPL). Derivative financial instruments that are not designated and effective as hedging instruments are classified as FVPL. Financial instruments classified as FVPL 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.
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.
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 and development costs
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.
8
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
Ore stockpiles represent stockpiled ore 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.
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 | |
| Buildings | |
| Plant and equipment | |
| Mining equipment | |
| Light vehicles and other mobile equipment | |
| Furniture, computer and office equipment |
Mineral properties
Mineral properties consist of the cost of acquiring, permitting 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.
9
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
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.
Leased assets
The Company has adopted IFRS 16, Leases effective January 1, 2019 using the modified retrospective method. The Company assesses whether a contract is a lease or contains a lease, at the inception of a contract. The Company recognizes a right-of-use asset ("ROU asset") and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the exception of short-term and low value leases, which are recognized on a straight-line basis over the lease term.
The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement date, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset and is subject to testing for impairment if there is an indicator of impairment.
The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments include fixed payments less any lease incentives, and any variable lease payments where variability depends on an index or rate. When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments.
ROU assets are included in property, plant, and equipment (Note 14) and the lease liability is included in debt in the consolidated balance sheet (Note 17).
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 of disposal 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.
10
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
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.
The carrying amount of the CGU to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any goodwill impairment is recognized as an expense in the profit or loss. Should there be a recovery in the value of a CGU, any impairment of goodwill previously recorded is not subsequently reversed.
(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.
(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).
11
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(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, including water treatment; 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 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 a number of factors that will affect the ultimate liability. These factors include estimation of the extent and cost of rehabilitation activities; timing of future cash flows, 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, the finance component on deferred revenue, losses on the disposal of marketable securities, changes in the fair value of derivatives included in cash and cash equivalents and marketable securities, and impairment losses recognized on financial assets. Borrowing costs that are not directly attributable to the 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.
12
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(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. |
2.5 New accounting standards and interpretations
Several new accounting standards, amendments to existing standards and interpretations have been published by the IASB. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the new standard.
New standards, amendments and pronouncements that became effective for the period covered by these statements have not been disclosed as they did not have a material impact on the Company's audited consolidated financial statements.
13
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
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 $
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
The following is a summary of the Gibraltar joint venture financial information on a 100% basis.
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Cash and equivalents | ||||||
| Other current assets | ||||||
| Current assets | ||||||
| Non-current assets | ||||||
| Accounts payable and accrued liabilities | ||||||
| Other current financial liabilities | ||||||
| Current liabilities | ||||||
| Long-term debt | ||||||
| Provision for environmental rehabilitation | ||||||
| Non-current liabilities | ||||||
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Revenues | ||||||
| Production costs | ( |
) | ( |
) | ||
| Depletion and amortization | ( |
) | ( |
) | ||
| Other operating expense | ( |
) | ( |
) | ||
| Interest expense | ( |
) | ( |
) | ||
| Interest income | ||||||
| Foreign exchange gain (loss) | ( |
) | ||||
| Comprehensive income for joint arrangement | ||||||
14
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
4. REVENUE
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Copper contained in concentrate | ||||||
| Copper price adjustments on settlement | ( |
) | ||||
| Molybdenum concentrate | ||||||
| Molybdenum price adjustments on settlement | ||||||
| Silver (Note 18) | ||||||
| Total gross revenue | ||||||
| Less: Treatment and refining costs | ( |
) | ( |
) | ||
| Revenue | ||||||
5. COST OF SALES
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Site operating costs | ||||||
| Transportation costs | ||||||
| Changes in inventories of finished goods | ( |
) | ||||
| Changes in inventories of ore stockpiles | ( |
) | ( |
) | ||
| Production costs | ||||||
| Depletion and amortization | ||||||
| Cost of sales | ||||||
Site operating costs include personnel costs, non-capitalized waste stripping costs, repair and maintenance costs, consumables, operating supplies and external services.
6. COMPENSATION EXPENSE
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Wages, salaries and benefits | ||||||
| Post-employment benefits | ||||||
| Share-based compensation expense (Note 21c) | ||||||
Compensation expense is presented as a component of cost of sales, general and administrative expense, and project development costs.
15
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
7. DERIVATIVE INSTRUMENTS
During the year ended December 31, 2021, the Company purchased copper put option contracts for
In January and February of 2022, the Company purchased copper collar contracts for a total of
In July 2022, the Company amended the copper price collar contracts from August to December 2022 for
During the year ended December 31, 2021, the Company received proceeds of $
During 2022, the Company purchased fuel call options for
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net realized (gain) loss on settled copper options | ( |
) | ||||
| Net unrealized gain on outstanding copper options | ( |
) | ( |
) | ||
| Realized (gain) loss on fuel call options | ( |
) | ||||
| Unrealized loss on fuel call options | ||||||
| ( |
) | |||||
Details of the outstanding copper price option contracts at December 31, 2022 are summarized in the following table:
|
|
Quantity |
Strike price |
Period |
Cost |
Fair value |
|
Copper collar contracts |
|
US$ |
|
|
|
In January 2023, the Company purchased zero cost copper collar contracts for a total of
In January 2023, the Company purchased fuel call options for
16
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
8. OTHER INCOME
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Management fee income | ||||||
| Other operating income, net | ||||||
9. FINANCE EXPENSES
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Interest expense | ||||||
| Amortization of financing fees | ||||||
| Finance expense - deferred revenue (Note 18) | ||||||
| Accretion on PER (Note 19) | ||||||
| Less: interest expense capitalized | ( |
) | ||||
| Finance income | ( |
) | ( |
) | ||
| Loss on settlement of long-term debt | ||||||
For the year ended December 31, 2022, interest expense includes $
As part of the senior secured notes refinancing completed in February of 2021, the Company redeemed its US$
The Company also paid a one-time redemption call premium of $
10. INCOME TAX
(a) Income tax expense
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Current income tax: | ||||||
| Current expense | ||||||
| Current tax adjustments related to prior periods | ( |
) | ||||
| Current income tax expense | ||||||
| Deferred income tax: | ||||||
| Origination and reversal of temporary differences | ||||||
| Deferred tax adjustments related to prior periods | ||||||
| Deferred income tax expense | ||||||
| Income tax expense | ||||||
17
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(b) Effective tax rate reconciliation
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Income tax expense (recovery) at Canadian statutory rate of |
( |
) | ||||
| Permanent differences | ||||||
| Foreign tax rate differential | ||||||
| Unrecognized tax benefits | ( |
) | ||||
| Deferred tax adjustments related to prior periods | ||||||
| Income tax expense | ||||||
(c) Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Property, plant and equipment | ( |
) | ( |
) | ||
| Other financial assets | ||||||
| Provisions | ||||||
| Tax loss carry forwards | ||||||
| Deferred tax liability | ( |
) | ( |
) | ||
(d) Unrecognized deferred tax assets and liabilities
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Deductible temporary differences: | ||||||
| Debt | ||||||
| Losses and tax pools | ||||||
| Other financial assets | ||||||
| Deferred tax asset: | ||||||
| Debt | ||||||
| Losses and tax pools | ||||||
| Other financial assets | ||||||
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 deferred tax liabilities.
Losses and tax pools of $
18
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
11. ACCOUNTS RECEIVABLE
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Trade and settlement receivables | ||||||
| Goods and services tax receivable | ||||||
| Other receivables | ||||||
12. INVENTORIES
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Ore stockpiles | ||||||
| Copper contained in concentrate | ||||||
| Molybdenum concentrate | ||||||
| Materials and supplies | ||||||
During the year ended December 31, 2022, the Company recorded an inventory adjustment of $
13. OTHER FINANCIAL ASSETS
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Current: | ||||||
| Marketable securities | ||||||
| Copper price options (Note 7) | ||||||
| Fuel call options (Note 7) | ||||||
| Long-term: | ||||||
| Investment in private companies | ||||||
| Reclamation deposits | ||||||
| Restricted cash | ||||||
The Company holds strategic investments in publicly-traded and privately owned mineral exploration and development companies, including marketable securities. Marketable securities and the investment in privately owned companies are accounted for at fair value through other comprehensive income.
19
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
14. PROPERTY, PLANT & EQUIPMENT
| Cost | Property acquisition costs |
Mineral properties |
Plant and equipment |
Construction in progress |
Total | ||||||||||
| At January 1, 2021 | |||||||||||||||
| Additions | |||||||||||||||
| Changes in rehabilitation cost asset | |||||||||||||||
| Disposals | ( |
) | ( |
) | |||||||||||
| Foreign exchange translation | ( |
) | ( |
) | ( |
) | ( |
) | |||||||
| Transfers between categories | ( |
) | |||||||||||||
| At December 31, 2021 | |||||||||||||||
| Additions | |||||||||||||||
| Changes in rehabilitation cost asset | |||||||||||||||
| Disposals | ( |
) |
( |
) | ( |
) | |||||||||
| Foreign exchange translation | |||||||||||||||
| Transfers between categories | ( |
) | |||||||||||||
| At December 31, 2022 | |||||||||||||||
| Accumulated depreciation | |||||||||||||||
| At January 1, 2021 | |||||||||||||||
| Depletion and amortization | |||||||||||||||
| Disposals | ( |
) | ( |
) | |||||||||||
| At December 31, 2021 | |||||||||||||||
| Depletion and amortization | |||||||||||||||
| Disposals | ( |
) | ( |
) | |||||||||||
| At December 31, 2022 | |||||||||||||||
| Net book value | |||||||||||||||
| At December 31, 2021 | |||||||||||||||
| At December 31, 2022 |
20
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Net book value beginning of period | ||||||
| Additions: | ||||||
| Gibraltar capitalized stripping costs | ||||||
|
Gibraltar sustaining capital expenditures |
|
|
||||
| Gibraltar capital expenditures | ||||||
| Florence Copper development costs | ||||||
| Yellowhead development costs | ||||||
| Aley development costs | ||||||
| Other items: | ||||||
| Right of use assets | ||||||
| Rehabilitation costs asset | ||||||
| Disposals | ( |
) | ( |
) | ||
| Foreign exchange translation and other | ( |
) | ||||
| Depletion and amortization | ( |
) | ( |
) | ||
|
Net book value at December 31 |
||||||
| Net book value | Gibraltar Mines (75%) |
Florence Copper |
Yellowhead | Aley | Other | Total | ||||||||||||
| At December 31, 2021 | ||||||||||||||||||
| Net additions | ( |
) | ||||||||||||||||
| Changes in rehabilitation cost asset (Note 19) | ||||||||||||||||||
| Depletion and amortization | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Foreign exchange translation | ||||||||||||||||||
| At December 31, 2022 |
During the year, the Company capitalized development costs of $
Non-cash additions to property, plant and equipment of Gibraltar include $
Since January 1, 2020 development costs for Yellowhead of $
Depreciation related to the right of use assets for the year ended December 31, 2022 was $
21
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
15.GOODWILL
Goodwill was recorded on the Company's acquisition of Curis Holdings (Canada) Ltd. ("Curis") in 2014 which at the time indirectly owned
The Company performed an annual goodwill impairment test and the recoverable amount of the Curis CGU was calculated to be higher than its carrying amount and no impairment loss was recognized.
16. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Trade payables | ||||||
| Accrued liabilities | ||||||
17. DEBT
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Current: | ||||||
| Lease liabilities (d) | ||||||
| Secured equipment loans (e) | ||||||
| Lease related obligations (f) | ||||||
| Long-term: | ||||||
| Senior secured notes (a) | ||||||
| Revolving credit deferred financing fees (b) | ( |
) | ( |
) | ||
| Lease liabilities (d) | ||||||
| Secured equipment loans (e) | ||||||
| Lease related obligations (f) | ||||||
| Total debt | ||||||
(a) Senior secured notes
On February 10, 2021, the Company completed an offering of US$
22
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
The 2026 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, as well as the shares of Curis Holdings (Canada) Ltd. and Florence Holdings Inc. The 2026 Notes are guaranteed by each of Taseko's existing and future restricted subsidiaries. The 2026 Notes also allow for up to US$
(b) Revolving Credit Facility
On October 6, 2021, the Company closed a secured US$
The Facility has customary covenants for a revolving credit facility. Financial covenants include a requirement for the Company to maintain a leverage ratio, an interest coverage ratio, a minimum tangible net worth and a minimum liquidity amount as defined under the Facility. The Company was in compliance with these covenants as at December 31, 2022.
(c) Letter of Credit Facilities
The Gibraltar joint venture has in place a $
On April 8, 2022, the Company closed a US$
23
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(d) Lease liabilities
Lease liabilities include the Company's outstanding lease liabilities under IFRS 16. At December 31, 2022, the net carrying amount of leased assets was $
(e) Secured equipment loans
The equipment loans at December 31, 2022 are secured by some of the existing mobile mining equipment at the Gibraltar mine and commenced between August 2019 and December 2022 with monthly repayment terms of
In December 2022, Gibraltar entered into an equipment loan with the Company's share of proceeds being $
(f) Lease related obligations
Lease related obligations relate to a lease arising under a sale leaseback transaction on certain items of equipment at the Gibraltar mine. The lease commenced in June 2019 and has a term of 54 months. At the end of the lease term, the Company has an option to renew the term, an option to purchase the equipment at fair market value or option to return the equipment. The lease contains a fixed price early buy-out option exercisable at the end of 48 months.
(g) Debt continuity
The following schedule shows the continuity of total debt for the years ended December 31, 2022 and 2021:
| 2022 | 2021 | |||||
| Total debt as at January 1 | ||||||
| Lease additions | ||||||
| Equipment loans net proceeds | ||||||
| Lease liabilities and equipment loans repayments | ( |
) | ( |
) | ||
| Unrealized foreign exchange (gain) loss | ( |
) | ||||
| Amortization of deferred financing charges | ||||||
| Settlement of 2022 Notes | ( |
) | ||||
| Foreign exchange gain | ( |
) | ||||
| Write-off of deferred financing charges | ||||||
| Issuance of 2026 Notes | ||||||
| Deferred financing charges | ( |
) | ||||
| Total debt as at December 31 |
24
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
18. DEFERRED REVENUE
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Current: | ||||||
| Customer advance payments (a) | ||||||
| Osisko - silver stream agreement (b) | ||||||
| Current portion of deferred revenue | ||||||
| Long-term portion of deferred revenue (b) | ||||||
| Total deferred revenue | ||||||
(a) Customer advance payments
At December 31, 2022, the Company had received advance payments from a customer on
(b) Silver stream purchase and sale agreement
The Company has entered into a silver stream purchase and sale agreement with Osisko Gold Royalties Ltd. ("Osisko"), whereby the Company received upfront cash deposit payments totalling $
The following table summarizes changes in the Osisko deferred revenue:
| Balance at January 1, 2021 | |||
| Finance expense (Note 9) | |||
| Amortization of deferred revenue | ( |
) | |
| Balance at December 31, 2021 |
|
||
| Finance expense (Note 9) | |||
| Amortization of deferred revenue | ( |
) | |
| Balance at December 31, 2022 |
19. PROVISION FOR ENVIRONMENTAL REHABILITATION
| 2022 | 2021 | |||||
| Beginning balance at January 1 | ||||||
| Change in estimates | ||||||
| Accretion | ||||||
| Settlements | ( |
) | ( |
) | ||
| Foreign exchange differences | ( |
) | ||||
| Ending balance at December 31 |
25
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
The 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 at least
As at December 31, 2022, the PER was calculated on a present value basis for closure costs to be incurred in the first 30 years using a nominal risk-free discount rate of
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 mineral reserves, metal prices, operating conditions and many other factors which are inherently uncertain.
As at December 31, 2022, the Company has provided letters of credit and surety bonds to the regulatory authorities for its share of reclamation obligations totaling $
20. EQUITY
(a) Share capital
| Common shares (thousands) |
|||
| Common shares outstanding at January 1, 2021 | |||
| Exercise of share options | |||
| Common shares outstanding at December 31, 2021 | |||
|
Common shares issued under PSU plan |
|||
| Exercise of share options | |||
| Common shares outstanding at December 31, 2022 |
The Company's authorized share capital consists of an unlimited number of common shares with no par value.
In January 2022, the Company issued
(b) 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.
26
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(c) Accumulated other comprehensive income ("AOCI")
AOCI is comprised of the cumulative net change in the fair value of FVOCI financial assets and cumulative translation adjustments arising from the translation of foreign subsidiaries.
21. 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
| Options (thousands) |
Average price | |||||
| Outstanding at January 1, 2021 | ||||||
| Granted | ||||||
| Exercised | ( |
) | ||||
| Expired | ( |
) | ||||
| Outstanding at January 1, 2022 | ||||||
| Granted | ||||||
| Exercised | ( |
) | ||||
| Cancelled/forfeited | ( |
) | ||||
| Expired | ( |
) | ||||
| Outstanding at December 31, 2022 | ||||||
| Exercisable at December 31, 2022 |
During the year ended December 31, 2022, the Company granted
| Range of exercise price | Options (thousands) |
Average life (years) |
||||
| $ |
||||||
| $ |
||||||
| $ |
||||||
| $ |
||||||
| $ |
||||||
27
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
The fair value of options was measured at the grant date using the Black-Scholes formula. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the Black-Scholes formula are as follows:
| 2022 | 2021 | |||||
| Expected term (years) | ||||||
| Forfeiture rate | ||||||
| Volatility | ||||||
| Dividend yield | ||||||
| Risk-free interest rate | ||||||
| Weighted-average fair value per option | $ | $ |
(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. A long-term financial liability of $
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 PSU 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
| DSUs (thousands) |
PSUs (thousands) |
|||||
| Outstanding at January 1, 2021 | ||||||
| Granted | ||||||
| Settled | ( |
) | ( |
) | ||
| Outstanding at January 1, 2022 | ||||||
| Granted | ||||||
| Settled | ( |
) | ||||
| Outstanding at December 31, 2022 |
During the year ended December 31, 2022,
28
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(c) Share-based compensation expenses
Share based compensation expense is comprised as follows:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| Share options - amortization | ||||||
| Performance share units - amortization | ||||||
| Change in fair value of deferred share units | ( |
) | ||||
22. EARNINGS (LOSS) PER SHARE
Earnings (loss) per share, calculated on a basic and diluted basis, is as follows:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net income (loss) attributable to common shareholders - basic and diluted | ( |
) | ||||
| (in thousands of common shares) | ||||||
| Weighted-average number of common shares | ||||||
| Effect of dilutive securities: | ||||||
| Stock options | ||||||
| Weighted-average number of diluted common shares | ||||||
| Earnings (loss) per common share | ||||||
| Basic earnings (loss) per share | ( |
) | ||||
| Diluted earnings (loss) per share | ( |
) | ||||
23. COMMITMENTS AND CONTINGENCIES
(a) Commitments
The Company is a party to certain contracts relating to service and supply agreements. Future minimum payments under these agreements as at December 31, 2022 are presented in the following table:
| 2023 | |||
| 2024 | |||
| 2025 | |||
| 2026 | |||
| 2027 | |||
| 2028 and thereafter | |||
| Total commitments |
29
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
As at December 31, 2022, the Company had commitments to incur capital expenditures of $
(b) Contingencies
The Company has guaranteed
The Company has also indemnified
24. SUPPLEMENTARY CASH FLOW INFORMATION
| For the year ended December 31, | ||||||
| 2022 | 2021 | |||||
| Change in non-cash working capital items | ||||||
| Accounts receivable | ( |
) | ( |
) | ||
| Inventories | ( |
) | ( |
) | ||
| Prepaids | ( |
) | ( |
) | ||
| Accounts payable and accrued liabilities1 | ( |
) | ||||
| Advance payment on product sales | ||||||
| Interest payable | ||||||
| Mineral tax payable | ( |
) | ( |
) | ||
| ( |
) | ( |
) | |||
| Non-cash investing and financing activities | ||||||
| Assets acquired under capital lease | ||||||
| Right-of-use assets | ||||||
1Excludes accounts payable and accrued liability changes on capital expenditures.
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.
30
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(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 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. The Company enters into copper put option contracts to reduce the risk of short-term copper price volatility. 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 put 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 revenue and receivables for changes in commodity prices on the provisionally invoiced sales volumes.
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Copper increase/decrease by US$ |
||||||
1The analysis is based on the assumption that the year-end copper price increases/decreases US$
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.
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
31
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Fair value sensitivity for fixed-rate instruments | ||||||
| Senior secured notes | ( |
) | ( |
) | ||
| Lease liabilities | ( |
) | ( |
) | ||
| Lease related obligations | ( |
) | ( |
) | ||
| Secured equipment loans | ( |
) | ( |
) | ||
| ( |
) | ( |
) | |||
| Cash flow sensitivity for variable-rate instruments | ||||||
| Cash and equivalents | ||||||
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
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Cash and equivalents | ( |
) | ( |
) | ||
| Accounts receivable | ( |
) | ( |
) | ||
| Accounts payable and accrued liabilities | ||||||
| Senior secured notes | ||||||
| Equipment loans | ||||||
| Lease liabilities | ||||||
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 2022 that represented
32
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(e) Fair values of financial instruments
The fair values of the senior secured notes is $
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, 2022 | ||||||||||||
| Financial assets designated as FVPL | ||||||||||||
| Derivative asset copper put and call options | ||||||||||||
| Financial assets designated as FVOCI | ||||||||||||
| Marketable securities | ||||||||||||
| Investment in private companies | ||||||||||||
| Reclamation deposits | ||||||||||||
| December 31, 2021 | ||||||||||||
| Financial assets designated as FVPL | ||||||||||||
| Derivative asset copper put and call options | ||||||||||||
| Financial assets designated as FVOCI | ||||||||||||
| Marketable securities | ||||||||||||
| Investment in private companies | ||||||||||||
| Reclamation deposits | ||||||||||||
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, 2022.
The fair value of the senior secured notes, a Level 1 instrument, is determined based upon publicly available information.
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 settlement receivable on these contracts are marked-to-market based on a quoted forward price for which there exists an active commodity market. At December 31, 2022, the Company had net settlement payables of $
The investment in private companies, a Level 3 instrument, are valued based on a management estimate. As this is an investment in a private exploration and development company, there are no observable market data inputs. At December 31, 2022 the determination of the estimated fair value of the investment includes comparison to the market capitalization of comparable public companies.
33
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
(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.
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.
| As at December 31, | ||||||
| 2022 | 2021 | |||||
| Cash | ( |
) | ( |
) | ||
| Current portion of long-term debt | ||||||
| Long-term debt | ||||||
| Net debt | ||||||
| Shareholders' equity | ||||||
26. RELATED PARTIES
(a) Principal Subsidiaries
| Ownership interest | ||||||
| as at December 31, | ||||||
| 2022 | 2021 | |||||
| Gibraltar Mines Ltd. |
% |
% |
||||
| Curis Holdings (Canada) Ltd. |
% |
% |
||||
| Florence Holdings Inc. |
% |
% |
||||
| Florence Copper Holdings Inc. |
% |
|
||||
| FC-ISR Holdings Inc. |
% |
|
||||
| Florence Copper LLC1 |
% |
% |
||||
| Aley Corporation |
% |
% |
||||
| Yellowhead Mining Inc. |
% |
% |
||||
34
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
1 On November 28, 2022, Florence Copper Inc. was converted into Florence Copper LLC. The units of Florence Copper LLC were transferred to a new intermediary company, Florence Copper Holdings Inc. Florence Copper Holdings Inc. subsequently transferred 1% of Florence Copper LLC to FC-ISR Holdings Inc.
(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 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 from
9-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 other things, an amount ranging from 12-month to 24-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 21).
Compensation for key management personnel (includes all members of the Board of Directors and executive officers) is as follows:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| Salaries and benefits | ||||||
| Post-employment benefits | ||||||
| Share-based compensation expense | ||||||
|
|
||||||
(c) Related party transactions
27. MITSUI TRANSACTION
On December 19, 2022, the Company signed agreements with Mitsui & Co. (U.S.A.) Inc. ("Mitsui") to form a strategic partnership to develop the Company's Florence Copper project (the "Project"). Mitsui has committed to an initial investment of US$
35
TASEKO MINES LIMITED Notes to Consolidated Financial Statements (Cdn$ in thousands) |
In addition, Mitsui has acquired an option to invest an additional US$
As part of the arrangement, Taseko and Mitsui have entered into an offtake contract for
28. SUBSEQUENT EVENT
On February 22, 2023, the Company announced that it had signed a definitive agreement to acquire an additional
The acquisition price consists of a minimum amount of $
36
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
This management discussion and analysis ("MD&A") is intended to help the reader understand Taseko Mines Limited ("Taseko", "we", "our" or the "Company"), our operations, financial performance, and current and future business environment. This MD&A is intended to supplement and complement the consolidated financial statements and notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board for the year ended December 31, 2022 (the "Financial Statements"). You are encouraged to review the Financial Statements in conjunction with your review of this MD&A and the Company's other public filings, which are available on the Canadian Securities Administrators' website at www.sedar.com and on the EDGAR section of the United States Securities and Exchange Commission's ("SEC") website at www.sec.gov.
This MD&A is prepared as of February 23, 2023. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified. Included throughout this MD&A are references to non-GAAP performance measures which are denoted with an asterisk and further explanation including their calculations are provided on page 32.
Cautionary Statement on Forward-Looking Information
This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities, and events or developments that the Company expects are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, global economic events arising from the coronavirus (COVID-19) pandemic outbreak, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Further information concerning risks and uncertainties associated with these forward-looking statements and our business may be found in the Company's other public filings with the SEC and Canadian provincial securities regulatory authorities.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
CONTENTS
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
OVERVIEW
Taseko is a copper focused mining company that seeks to create long-term shareholder value by acquiring, developing, and operating large tonnage mineral deposits in North America which are capable of supporting a mine for decades. The Company's principal operating asset is the 75% owned Gibraltar mine, which is located in central British Columbia and is one of the largest copper mines in North America. Taseko also owns Florence Copper, which will be one of the lowest energy and greenhouse gas-intense sources of mined copper globally and is advancing towards construction, as well as the Yellowhead copper, New Prosperity gold-copper, and Aley niobium projects.
HIGHLIGHTS
| Operating Data (Gibraltar - 100% basis) | Three months ended December 31, |
Year ended December 31, |
||||||||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||
| Tons mined (millions) | 22.9 | 23.3 | (0.4 | ) | 88.7 | 105.4 | (16.7 | ) | ||||||||||
| Tons milled (millions) | 7.3 | 7.4 | (0.1 | ) | 30.3 | 29.2 | 1.1 | |||||||||||
| Production (million pounds Cu) | 26.7 | 28.8 | (2.1 | ) | 97.0 | 112.3 | (15.3 | ) | ||||||||||
| Sales (million pounds Cu) | 25.5 | 23.8 | 1.7 | 101.3 | 104.9 | (3.6 | ) | |||||||||||
| Financial Data | Three months ended December 31, |
Year ended December 31, |
||||||||||||||||
| (Cdn$ in thousands, except for per share amounts) | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||||
| Revenues | 100,618 | 102,972 | (2,354 | ) | 391,609 | 433,278 | (41,669 | ) | ||||||||||
| Earnings from mining operations before depletion and amortization* | 37,653 | 61,916 | (24,263 | ) | 106,217 | 230,392 | (124,175 | ) | ||||||||||
| Cash flows (used for) provided by operations | (946 | ) | 37,231 | (38,177 | ) | 81,266 | 174,769 | (93,503 | ) | |||||||||
| Adjusted EBITDA* | 35,181 | 52,988 | (17,807 | ) | 109,035 | 200,733 | (91,698 | ) | ||||||||||
| Adjusted net income * | 7,146 | 13,312 | (6,166 | ) | 1,723 | 44,745 | (43,022 | ) | ||||||||||
| Per share - basic ("Adjusted EPS")* | 0.02 | 0.05 | (0.03 | ) | 0.01 | 0.16 | (0.15 | ) | ||||||||||
| Net income (loss) (GAAP) | (2,275 | ) | 11,762 | (14,037 | ) | (25,971 | ) | 36,472 | (62,443 | ) | ||||||||
| Per share - basic ("EPS") | (0.01 | ) | 0.04 | (0.05 | ) | (0.09 | ) | 0.13 | (0.22 | ) | ||||||||
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
2022 Annual Review
-
Earnings from mining operations before depletion and amortization* was $106.2 million, Adjusted EBITDA* was $109.0 million, and cash flows from operations was $81.3 million;
-
Adjusted net income* was $1.7 million ($0.01 per share) and GAAP Net loss was $26.0 million ($0.09 per share) for the year;
-
Total operating costs (C1)* for the year were US$2.98 per pound produced;
-
The Gibraltar mine produced 97.0 million pounds of copper and 1.1 million pounds of molybdenum in 2022. Copper recoveries were 79.5% and copper head grades were 0.20%;
-
Gibraltar sold 101.3 million pounds of copper for the year (100% basis) which contributed to revenue for Taseko of $391.6 million, Taseko's second highest revenue year after 2021. Average realized copper prices before hedging gains were US$3.96 per pound for year, compared to the LME average price of US$3.99 per pound;
-
The Company had a cash balance of $121 million and has approximately $190 million of available liquidity at December 31, 2022, including its undrawn US$50 million revolving credit facility;
-
In September 2022, the EPA concluded its 45-day public comment period for the draft Underground Injection Control ("UIC") permit for Florence Copper. The project received overwhelming support from business organizations, community leaders and state-wide organizations in written submissions and as voiced at the public hearing; and
-
Development costs incurred for Florence Copper were $101.3 million in the year and included further payments for the major processing equipment being delivered for the solvent extraction and electrowinning ("SX/EW") plant, other pre-construction activities and ongoing site costs.
Fourth Quarter Review
-
In December 2022, the Company signed agreements with Mitsui & Co. (U.S.A.) Inc. ("Mitsui") to form a strategic partnership to develop Florence Copper. Mitsui has committed to an initial investment of US$50 million which is conditional on receipt of the final UIC permit, with proceeds to be used for construction of the commercial production facility. The initial investment will be in the form of a copper stream agreement on 2.67% of the copper produced at Florence Copper. In addition, Mitsui has the option to invest an additional US$50 million (for a total investment of US$100 million) for a 10% equity interest in Florence Copper;
-
Fourth quarter earnings from mining operations before depletion and amortization* was $37.7 million, Adjusted EBITDA* was $35.2 million, and Adjusted net income* was $7.1 million ($0.02 per share);
-
Gibraltar produced 26.7 million pounds of copper for the quarter. Head grades were 0.22% and were similar to the prior quarter. Lower mill throughput and lower than expected grades due to mining dilution, impacted production in the quarter;
-
Average mill throughput in the fourth quarter was 79,000 tons per day, as production in December was negatively impacted by unplanned mill downtime arising from a sitewide power outage caused by an extreme cold weather event;
-
Copper recoveries were 83.4% for the quarter in line with expectations and a significant improvement over the prior quarters in 2022;
-
Total site costs* in the fourth quarter was $5.6 million higher than the average for the last nine months due to higher diesel costs and timing of equipment repairs and maintenance;
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
-
Gibraltar sold 25.5 million pounds of copper in the quarter (100% basis) at an average realized copper price of US$3.66 per pound;
-
GAAP net loss was $2.3 million ($0.01 loss per share) and reflected an unrealized loss on derivatives of $20.1 million due to the recovery in copper prices, and net of a foreign exchange gain of $4.6 million due to a strengthening Canadian dollar;
-
The Company has copper collar contracts in place to protect a minimum copper price of US$3.75 per pound until the end of December 2023 for the majority of the Company's needs. The Company also has 24 million litres of fuel call options in place to provide a ceiling cost for its share of diesel over the same period;
-
In December 2022, Gibraltar entered into an equipment loan refinancing with the Company's share of net proceeds being $25.7 million. The Company also secured a commitment for US$25 million from Banc of America Leasing & Capital, LLC to fund costs associated with the SX/EW plant for the Florence Copper commercial production facility;
-
In February 2023, the Company entered into an agreement to extend the maturity date of the undrawn revolving credit facility by an additional year to July 2026. In addition to the one-year extension, the lender has also agreed to an accordion feature, which will allow the amount of the credit facility to be increased by US$30 million, for a total of US$80 million, subject to credit approval and other conditions; and
-
The standstill agreement between the Tŝilhqot'in Nation and Taseko was most recently extended for a fourth one-year term in December 2022, with the goal of providing time and opportunity for the Tŝilhqot'in Nation and Taseko to negotiate a final resolution. The dialogue process has made tangible progress in the past 12 months but is not complete. In agreeing to extend the standstill through 2023, the Tŝilhqot'in Nation and Taseko acknowledge the constructive nature of discussions to date, and the future opportunity to conclude a long-term and mutually acceptable resolution of the conflict that also makes an important contribution to the goals of reconciliation in Canada.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
REVIEW OF OPERATIONS
Gibraltar mine (75% Owned)
|
Operating data (100% basis) |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 |
YE |
YE |
|
Tons mined (millions) |
22.9 |
23.2 |
22.3 |
20.3 |
23.3 |
88.7 |
105.4 |
|
Tons milled (millions) |
7.3 |
8.2 |
7.7 |
7.0 |
7.4 |
30.3 |
29.2 |
|
Strip ratio |
1.1 |
1.5 |
2.8 |
2.6 |
2.2 |
1.8 |
2.5 |
|
Site operating cost per ton milled (Cdn$)* |
$13.88 |
$11.33 |
$11.13 |
$11.33 |
$9.94 |
$11.89 |
$9.21 |
|
Copper concentrate |
|
|
|
|
|
|
|
|
Head grade (%) |
0.22 |
0.22 |
0.17 |
0.19 |
0.24 |
0.20 |
0.23 |
|
Copper recovery (%) |
83.4 |
77.1 |
77.3 |
80.2 |
80.4 |
79.5 |
82.4 |
|
Production (million pounds Cu) |
26.7 |
28.3 |
20.7 |
21.4 |
28.8 |
97.0 |
112.3 |
|
Sales (million pounds Cu) |
25.5 |
26.7 |
21.7 |
27.4 |
23.8 |
101.3 |
104.9 |
|
Inventory (million pounds Cu) |
5.4 |
4.2 |
2.7 |
4.0 |
9.9 |
5.4 |
9.9 |
|
Molybdenum concentrate |
|
|
|
|
|
|
|
|
Production (thousand pounds Mo) |
359 |
324 |
199 |
236 |
450 |
1,118 |
1,954 |
|
Sales (thousand pounds Mo) |
402 |
289 |
210 |
229 |
491 |
1,131 |
2,000 |
|
Per unit data (US$ per pound produced)* |
|
|
|
|
|
|
|
|
Site operating costs* |
$2.79 |
$2.52 |
$3.25 |
$2.95 |
$2.02 |
$2.85 |
$1.91 |
|
By-product credits* |
(0.40) |
(0.15) |
(0.15) |
(0.18) |
(0.30) |
(0.23) |
(0.27) |
|
Site operating costs, net of by-product credits* |
$2.39 |
$2.37 |
$3.10 |
$2.77 |
$1.72 |
$2.62 |
$1.64 |
|
Off-property costs |
0.36 |
0.35 |
0.37 |
0.36 |
0.22 |
0.36 |
0.26 |
|
Total operating costs (C1)* |
$2.75 |
$2.72 |
$3.47 |
$3.13 |
$1.94 |
$2.98 |
$1.90 |
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
OPERATIONS ANALYSIS
Full Year Results
Gibraltar produced 97.0 million pounds of copper for the year compared to 112.3 million pounds in 2021. Head grades for the year averaged 0.20% copper, compared to 0.23% in 2021. The copper head grades were impacted by higher than expected mining dilution. Copper recoveries for 2022 were 79.5%, compared to 82.4% in 2021.
A total of 88.7 million tons were mined in the year compared to 105.4 million tons mined in the prior year period. The strip ratio of 1.8 was lower than the prior year as mining operations were focused in the Gibraltar pit in 2022 which has a lower strip ratio than the Pollyanna pit.
Total site costs* at Gibraltar of $301.8 million (which includes capitalized stripping of $32.0 million) for Taseko's 75% share were $40.0 million higher than 2021, primarily due to higher diesel prices (55% higher than 2021) and increased diesel volume consumed (21% higher than 2021) due to the longer hauls and higher truck hours and with grinding media and other input costs also increasing due to inflationary pressures.
Molybdenum production was 1.1 million pounds in the year compared to 2.0 million pounds in the prior year. Molybdenum prices strengthened in 2022 with an average molybdenum price of US$18.73 per pound, an increase of 18% compared to the 2021 average price of US$15.94 per pound. By-product credits per pound of copper produced was US$0.23 in the year compared to US$0.27 in the prior year. The higher molybdenum price and favorable provisional price adjustments at year end were offset by lower molybdenum sales in 2022 compared to the prior year.
Off-property costs per pound produced* were US$0.36 for the year, which is US$0.10 higher than the prior year. In 2021 the Company benefited from lower benchmark treatment and refining charges ("TCRC") and realized lower TCRCs for spot tenders due to tight copper market conditions last year. Ocean freight costs also increased in 2022 as the Company entered into a new contract at a higher rate earlier in the year. Also contributing to the increased off-property costs per pound produced in 2022 is the fact that sales of copper exceeded production by 4.3 million pounds.
Total operating costs per pound produced (C1)* were US$2.98 for the year, compared to US$1.90 in the prior year as shown in the bridge graph below:
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Fourth Quarter Results
Gibraltar produced 26.7 million pounds of copper for the quarter, a 6% decrease over the third quarter. Copper production in December was impacted by unplanned mill downtime, including a sitewide power outage late in the month. Although the power outage was only 24 hours in duration, the severe cold temperatures of -35° Celsius (-31° Fahrenheit) immediately froze a number of essential systems in the mills. This extreme weather delayed the restart of milling operations for several days followed by a gradual return to full capacity by the end of December. Mill throughput in October and November averaged above design capacity at 88,000 tons per day, but mill throughput averaged only 63,000 tons per day in December.
Head grades were in line with the prior quarter and management continues to work on reducing the mining dilution being experienced in the Gibraltar pit. Copper recoveries in the fourth quarter were 83%, an improvement over the prior quarters in 2022 due to improving ore quality as mining advances deeper into the Gibraltar pit.
A total of 22.9 million tons were mined in the fourth quarter. The strip ratio of 1.1 was lower than prior quarter and included some initial stripping activity in the Connector pit. The ore stockpiles increased by 3.8 million tons in the fourth quarter.
Total site costs* at Gibraltar of $79.7 million (which includes capitalized stripping of $3.9 million) for Taseko's 75% share were $5.6 million higher than the average of the first three quarters of 2022 due to higher diesel costs, timing of repairs and maintenance and year-end wage related costs. Site operating cost per ton milled* was $13.88 was higher than the previous quarters in 2022 due to the higher site costs and lower mill throughput.
Molybdenum production was 359 thousand pounds in the fourth quarter. At an average molybdenum price of US$21.39 per pound and the impact of favorable provisional price adjustments of $3.9 million for Taseko's 75% share, molybdenum generated a by-product credit per pound of copper produced of US$0.40 in the fourth quarter.
Off-property costs per pound produced* were US$0.36 for the fourth quarter reflecting higher ocean freight costs (including bunker fuel) and increased treatment and refining charges (TCRC) compared to the same quarter in the prior year.
Total operating costs per pound produced (C1)* were US$2.75 for the quarter and was in line with the previous quarter.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Nothing is more important to Taseko than the safety, health and well-being of our workers and their families. Taseko places a high priority on the continuous improvement of performance in the areas of employee health and safety at the workplace and protection of the environment.
In May 2022, Taseko published its annual Environmental, Social, and Governance (“ESG”) report, providing detailed information about the Company’s 2021 performance and outcomes against the most critical ESG topics and metrics for the global mining sector.
For the first time, in the 2021 ESG Report Taseko has established long-term goals in the areas of energy management, water management, reclamation and biodiversity. In addition, the Company is reporting against the Sustainability Accounting Standards Board (SASB) framework, providing consistent and comparable ESG metrics specific to the global mining sector.
The full report is available on the Company’s website at www.tasekomines.com/esg/overview.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Gibraltar’s 2022 ESG report will be published in the second quarter of 2023.
GIBRALTAR OUTLOOK
Gibraltar is expected to produce 115 million pounds of copper (+/-5%) in 2023 on a 100% basis. The Gibraltar pit will be the sole source of mill feed in 2023 and the quarterly production profile is expected to be less variable than 2022 due to improving quality and consistency of ore as mining progresses deeper into the pit. Annual mill throughput is expected to exceed design capacity in 2023 due to the softer ore in Gibraltar pit.
Stripping activities are underway in the new Connector pit. While the strip ratio is expected to be in line with the LOM average, the allocation of costs to capitalized stripping in 2023 will be higher than in 2022. The primary crusher for mill 1 which overlays the Connector zone is scheduled to be moved to its new location in the third quarter of this year.
Strong metal prices combined with our copper hedge protection continues to provide tailwinds for robust financial performance and operating margins at the Gibraltar mine over the coming year. Copper prices in 2022 averaged US$3.99 per pound and have started the current year above these levels. Molybdenum prices are currently US$36.95 per pound, 97% higher than the average price in 2022.
The Company currently has copper price collar contracts in place that secure a minimum copper price of US$3.75 per pound for 72 million pounds of copper until December 31, 2023. The Company has also executed price caps for its share of diesel purchases. Improving production combined with this copper hedge and diesel price protection program should continue to provide the foundation for stable financial performance and operating margins at the Gibraltar mine in 2023.
FLORENCE COPPER
The Company is awaiting the issuance of the final Underground Injection Control permit ("UIC") from the U.S. Environmental Protection Agency ("EPA"), which is the final permitting step required prior to construction commencing on the commercial production facility. The EPA is currently addressing comments that were received during the public comment period, which was held in the fall of 2022. Public comments submitted to the EPA have demonstrated strong support for the Florence Copper project among local residents, business organizations, community leaders and state-wide organizations.
In December 2022, the Company signed agreements with Mitsui to form a strategic partnership to develop Florence Copper. Mitsui has committed to an initial investment of US$50 million which is conditional on receipt of the final UIC permit, with proceeds to be used for construction of the commercial production facility. The initial investment will be in the form of a copper stream agreement on 2.67% of the copper produced at Florence Copper. In addition, Mitsui has the option to invest an additional US$50 million (for a total investment of US$100 million) for a 10% equity interest in Florence Copper.
Detailed engineering and design for the commercial production facility is substantially completed and procurement activities are well advanced. The Company has purchased the major processing equipment associated with the SX/EW plant and the equipment has now been delivered to the Florence site. The Company is well positioned to transition into construction once the final UIC permit is received. The Company incurred $101.3 million of capital expenditures at the Florence project in 2022 funded from available cash.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
LONG-TERM GROWTH STRATEGY
Taseko's strategy has been to grow the Company by acquiring and developing a pipeline of complementary projects focused on copper in stable mining jurisdictions. We continue to believe this will generate long-term returns for shareholders. Our other development projects are located in British Columbia.
Yellowhead Copper Project
Yellowhead Mining Inc. ("Yellowhead") has an 817 million tonnes reserve and a 25-year mine life with a pre-tax net present value of $1.3 billion at an 8% discount rate using a US$3.10 per pound copper price based on the Company's 2020 NI 43-101 technical report. Capital costs of the project are estimated at $1.3 billion over a 2-year construction period. Over the first 5 years of operation, the copper equivalent grade will average 0.35% producing an average of 200 million pounds of copper per year at an average C1* cost, net of by-product credit, of US$1.67 per pound of copper. The Yellowhead copper project contains valuable precious metal by-products with 440,000 ounces of gold and 19 million ounces of silver with a life of mine value of over $1 billion at current prices.
The Company is preparing to advance into the environmental assessment process and is undertaking some additional engineering work in conjunction with ongoing engagement with local communities including First Nations. The Company is also collecting baseline data and modeling which will be used to support the environmental assessment and permitting of the project.
New Prosperity Gold-Copper Project
In late 2019, the Tŝilhqot'in Nation, as represented by Tŝilhqot'in National Government, and Taseko entered into a confidential dialogue, with the involvement of the Province of British Columbia, in order to obtain a long-term resolution of the conflict regarding Taseko's proposed copper-gold mine previously known as New Prosperity, acknowledging Taseko's commercial interests and the Tŝilhqot'in Nation's opposition to the project.
This dialogue has been supported by the parties' agreement, beginning December 2019, to a series of one-year standstills on certain outstanding litigation and regulatory matters relating to Taseko's tenures and the area in the vicinity of Teztan Biny (Fish Lake). The standstill agreement was most recently extended for a fourth one-year term in December 2022, with the goal of providing time and opportunity for the Tŝilhqot'in Nation and Taseko to negotiate a final resolution.
The dialogue process has made tangible progress in the past 12 months but is not complete. In agreeing to extend the standstill through 2023, the Tŝilhqot'in Nation and Taseko acknowledge the constructive nature of discussions to date, and the future opportunity to conclude a long-term and mutually acceptable resolution of the conflict that also makes an important contribution to the goals of reconciliation in Canada.
Aley Niobium Project
Environmental monitoring and product marketing initiatives on the Aley niobium project continue. The converter pilot test is ongoing and is providing additional process data to support the design of the commercial process facilities and will provide final product samples for marketing purposes. The Company has also initiated a scoping study to investigate the potential production of niobium oxide at Aley to supply the growing market for Niobium-based batteries.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
MARKET REVIEW
Prices (USD per pound for Commodities)
(Source Data: Bank of Canada, Platts Metals, and London Metals Exchange)
Copper prices are currently around US$4.15 per pound, compared to US$3.80 per pound at December 31, 2022. Copper prices saw a dramatic sell off in June of 2022 that was triggered by global recession fears and an expected slowdown in China. In March 2022, copper reached a record high of US$5.09 per pound due to uncertainty arising from the Ukraine conflict, rising inflation rates and low warehouse inventory levels. Copper prices have steadily recovered since the onset of COVID-19 due to tight physical market conditions, ensuing supply chain bottlenecks, inflation pressures caused by economic stimulus measures and other geopolitical challenges. Europe's imminent need to transition away from Russian energy dependence and invest further in alternative energy should also accelerate growth in the demand for copper in the medium term.
Electrification of transportation and the focus on government investment in construction and infrastructure including initiatives focused on the renewable energy, electrification and meeting net zero targets by 2050, are inherently copper intensive. According to S&P Global's copper market outlook report published in July 2022, titled 'The Future of Copper: Will the looming supply gap short-circuit the energy transition?', global demand for copper is projected to double from approximately 25 million metric tons today to roughly 50 million metric tons by 2035, a record high that will be sustained and continue to grow to 53 million metric tons by 2050, in order to achieve net-zero targets. All of these factors continue to provide unprecedented catalysts for higher copper prices to continue in the future. Short-term volatility is expected due to macroeconomic uncertainty and the risk of a US and global recession. While some analysts predict a potential copper market balance by 2023 based on current development projects under construction and the recession caused pullback in demand, the medium to longer-term outlook for copper remains extremely favorable. This increased demand for copper after years of under investment by the copper industry in new primary mine supply, coupled with inherently low recycling rates, is expected to support strong copper prices over the coming decade.
Approximately 6% of the Company's revenue is made up of molybdenum sales. During 2022, the average molybdenum price was US$18.73 per pound and reached above US$31.85 per pound for a period. Molybdenum prices are currently around US$36.95 per pound, with demand and higher prices driven by supply challenges at large South American copper mines that produce molybdenum as a by-product. Strong demand from the energy sector has boosted demand for alloyed steel products, as well as growing demand from the renewables and military sectors. The Company's sales agreements specify molybdenum pricing based on the published Platts Metals reports.
Approximately 80% of the Gibraltar mine's costs are Canadian dollar denominated and therefore, fluctuations in the Canadian/US dollar exchange rate can have a significant effect on the Company's operating results and unit production costs, which are earned and in some cases reported in US dollars. Overall, the Canadian dollar weakened throughout the year due to a strengthening US dollar caused by global recession concerns.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
FINANCIAL PERFORMANCE
Earnings
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Net income (loss) | (25,971 | ) | 36,472 | (62,443 | ) | ||||
| Net unrealized foreign exchange loss | 30,027 | 12,728 | 17,299 | ||||||
| Realized foreign exchange gain on settlement of long-term debt | - | (13,000 | ) | 13,000 | |||||
| Loss on settlement of long-term debt | - | 12,739 | (12,739 | ) | |||||
| Unrealized gain on derivative instruments | (3,196 | ) | (1,033 | ) | (2,163 | ) | |||
| Estimated tax effect of adjustments | 863 | (3,161 | ) | 4,024 | |||||
| Adjusted net income * | 1,723 | 44,745 | (43,022 | ) | |||||
The Company's adjusted net income was $1.7 million ($0.01 per share) for the year ended December 31, 2022, compared to adjusted net income of $44.7 million ($0.16 per share) for the prior year. The lower adjusted net income in the current year was primarily due to lower average LME copper prices and sales volumes, higher site costs due to the rising input costs such as diesel and a decrease in waste stripping costs being capitalized. Partially offsetting these impacts was $13.6 million in net realized gains from copper put options and $14.6 million less in depletion and amortization than the prior year.
The Company's net loss was $26.0 million ($0.09 loss per share) for the year ended December 31, 2022 after deduction of $30.0 million in unrealized foreign exchange losses on the outstanding senior secured notes due to the stronger US dollar, partially offset by unrealized gains on copper put options of $3.2 million (less tax effects) for copper collars that remain outstanding at the end of December 31, 2022.
Net income in the year ended December 31, 2021 was also negatively impacted by settlement of the US$250 million 8.75% Senior Secured Notes ("2022 Notes"). The $12.7 million settlement loss recorded upon repayment of the 2022 Notes decreased GAAP net income in the first half of 2021.
No adjustments are made to adjusted net income (loss) for negative provisional price adjustments in the year.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Revenues
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Copper contained in concentrate | 380,700 | 401,514 | (20,814 | ) | |||||
| Copper price adjustments on settlement | (5,060 | ) | 8,098 | (13,158 | ) | ||||
| Molybdenum concentrate | 19,973 | 28,862 | (8,889 | ) | |||||
| Molybdenum price adjustments on settlement | 3,752 | 2,580 | 1,172 | ||||||
| Silver | 5,456 | 5,010 | 446 | ||||||
| Total gross revenue | 404,821 | 446,064 | (41,243 | ) | |||||
| Less: Treatment and refining costs | (13,212 | ) | (12,786 | ) | (426 | ) | |||
| Revenue | 391,609 | 433,278 | (41,669 | ) | |||||
| (thousands of pounds, unless otherwise noted) | |||||||||
| Sales of copper in concentrate1 | 73,120 | 75,830 | (2,710 | ) | |||||
| Average provisional copper price (US$ per pound) | 4.01 | 4.22 | (0.21 | ) | |||||
| Average realized copper price (US$ per pound) | 3.96 | 4.31 | (0.35 | ) | |||||
| Average LME copper price (US$ per pound) | 3.99 | 4.23 | (0.24 | ) | |||||
| Average exchange rate (CAD/US$) | 1.30 | 1.25 | 0.05 | ||||||
1 This amount includes a net smelter payable deduction of approximately 3.5% to derive net payable pounds of copper sold.
The Company reported $391.6 million in total revenue for 2022 year which is the second highest revenue result for the Company to date. Copper revenues for the year ended December 31, 2022 decreased by $20.8 million compared to the prior year, with $14.5 million of the decrease due to lower sales volumes of 2.7 million pounds (75% basis) and $19.8 million of the decrease due to the lower copper price in 2022, partially offset by the $13.5 million favorable impact of a stronger US dollar. Negative provisional price adjustments in 2022 were $5.1 million due to a decreasing copper price environment during the year, compared to a rising copper price trend in the prior year. The majority of the provisional price adjustments during 2022 relate to first half shipments before copper pulled sharply back beginning in mid-June.
Molybdenum revenues for the year ended December 31, 2022 decreased by $8.9 million compared to the prior year, primarily due to lower sales volumes by 652 thousand pounds (75% basis), partially offset by higher average molybdenum prices of US$18.73 per pound, compared to US$15.94 per pound for the same prior period.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Cost of sales
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Site operating costs | 269,822 | 201,964 | 67,858 | ||||||
| Transportation costs | 22,472 | 17,845 | 4,627 | ||||||
| Changes in inventories of finished goods | 7,726 | (11,795 | ) | 19,521 | |||||
| Changes in inventories of ore stockpiles | (14,628 | ) | (5,128 | ) | (9,500 | ) | |||
| Production costs | 285,392 | 202,886 | 82,506 | ||||||
| Depletion and amortization | 51,982 | 66,587 | (14,605 | ) | |||||
| Cost of sales | 337,374 | 269,473 | 67,901 | ||||||
| Site operating costs per ton milled* | $ | 11.89 | $ | 9.21 | $ | 2.68 | |||
Site operating costs for the year ended December 31, 2022 increased by $67.9 million compared to the prior year due to a $27.9 million lower allocation of mining costs to capitalized stripping in the current year. The prior year included waste stripping activity in both the Pollyanna and Gibraltar pits whereas the current year mining was mainly in the Gibraltar pit. There was also a $23.3 million increase in diesel costs and a $16.7 million increase in other costs, such as grinding media and additional repairs and maintenance activities due to timing.
Cost of sales is also impacted by changes in copper concentrate inventories and ore stockpiles. Due to extreme flooding events in southwest BC in the fourth quarter of 2021, there was 6.0 million pounds of additional copper in finished goods at the 2021 year end that was sold in the first quarter of 2022, which contributed to the increase in production costs of $7.7 million for the year ended December 31, 2022. The ore stockpile also increased by 1.6 million tons during the year, which resulted in a decrease in production costs of $14.6 million.
Depletion and amortization for the year ended December 31, 2022 decreased by $14.6 million over the prior year due to increases in the remaining mine life and units of production arising from the Gibraltar reserve update which extended the mine life by an additional 7 years. Furthermore, ore tons that were mined from the Pollyanna pit in the first half of 2021 had a higher depreciation cost per ton compared to the current ore being mined from the Gibraltar pit.
Other operating (income) expenses
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| General and administrative | 12,056 | 16,937 | (4,881 | ) | |||||
| Share-based compensation expense | 3,807 | 5,507 | (1,700 | ) | |||||
| Realized (gain) loss on derivative instruments | (13,078 | ) | 14,041 | (27,119 | ) | ||||
| Unrealized gain on derivative instruments | (3,196 | ) | (1,033 | ) | (2,163 | ) | |||
| Project evaluation (recovery) expenditures | 543 | (408 | ) | 951 | |||||
| Other income, net | (1,758 | ) | (1,483 | ) | (275 | ) | |||
| (1,626 | ) | 33,561 | (35,187 | ) | |||||
General and administrative expenses have decreased in the year ended December 31, 2022, compared to the prior year, primarily due to executives that retired in 2021 as part of the Company's executive succession plan.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Share-based compensation expense is comprised of the amortization of share options and performance share units and the expense on deferred share units. Share-based compensation expense decreased for the year ended December 31, 2022, compared to the prior year, primarily due to decreases in the Company's share price during the year and its impact on the valuation of the deferred share units. More information is set out in Note 21 of the December 31, 2022 Financial Statements.
For the year ended December 31, 2022, the Company realized a net gain on derivative instruments of $13.1 million primarily due to the copper collars that settled in-the-money, net of expensing of premiums paid, compared to a net realized loss of $14.0 million for the prior year. The net realized gain for the current year includes $0.5 million of realized loss on fuel call options.
For the year ended December 31, 2022, the net unrealized gain on derivative instruments of $3.2 million relates primarily to the fair value adjustments on the outstanding copper price collars of $4.0 million, partially offset by the unrealized loss on the fuel call options of $0.8 million, compared to a net unrealized gain of $1.0 million in the prior year.
Project evaluation (recovery) expenditures represent costs associated with the New Prosperity project.
Finance expenses and income
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Interest expense | 41,825 | 38,853 | 2,972 | ||||||
| Amortization of financing fees | 2,523 | 2,040 | 483 | ||||||
| Finance expense - deferred revenue | 5,711 | 5,549 | 162 | ||||||
| Accretion of PER | 367 | 373 | (6 | ) | |||||
| Less: interest expense capitalized | (3,419 | ) | - | (3,419 | ) | ||||
| Finance income | (1,798 | ) | (678 | ) | (1,120 | ) | |||
| Loss on settlement of long-term debt | - | 5,798 | (5,798 | ) | |||||
| Finance expenses, net | 45,209 | 51,935 | (6,726 | ) | |||||
Interest expense net for the year ended December 31, 2022 decreased from the prior year period primarily due to the capitalization of certain borrowing costs as Florence project development costs, and partially offset by the impact of foreign exchange on interest accrued on the new senior secured notes. The Canadian dollar weakened against the US dollar by approximately 4% during 2022.
Finance expense on deferred revenue adjustments represents the implicit financing component of the upfront deposit from the silver sales streaming arrangement with Osisko Gold Royalties Ltd. ("Osisko"). Finance income for the year ended December 31, 2022 increased from the prior year period due to the higher interest being earned on the Company's cash balances.
As part of the senior secured notes refinancing completed in February 2021, the Company redeemed its US$250 million senior secured notes on March 3, 2021, which resulted in an accounting loss of $5.8 million, comprised of the write-off of deferred financing costs of $4.0 million and additional interest costs paid over the call period of $1.8 million. The Company also paid a one-time redemption call premium of $6.9 million on the settlement of the 2022 Notes which is disclosed separately from finance expense.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Income tax
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Current income tax expense | 892 | 3,203 | (2,311 | ) | |||||
| Deferred income tax expense | 5,940 | 31,138 | (25,198 | ) | |||||
| Income tax expense | 6,832 | 34,341 | (27,509 | ) | |||||
| Effective tax rate | (35.7)% | 48.5% | (84.2)% | ||||||
| Canadian statutory rate | 27.0% | 27.0% | - | ||||||
| B.C. mineral tax rate | 9.5% | 9.5% | - | ||||||
Effective tax rate reconciliation
| Year ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Income tax expense (recovery) at | |||||||||
| Canadian statutory rate of 36.5% | (6,984 | ) | 25,840 | (32,824 | ) | ||||
| Permanent differences | 10,136 | 13,110 | (2,974 | ) | |||||
| Foreign tax rate differential | 64 | 96 | (32 | ) | |||||
| Unrecognized tax benefits | 3,344 | (4,714 | ) | 8,058 | |||||
| Deferred tax adjustments related to prior periods | 272 | 9 | 263 | ||||||
| Income tax expense | 6,832 | 34,341 | (27,509 | ) | |||||
The overall income tax expense for the year ended December 31, 2022 was due to deferred income tax expense recognized on income for accounting purposes. The effective tax rate for the year is negative and less than the combined B.C. mineral and income tax rate of 36.5% due to the non-taxability of unrealized foreign exchange losses on revaluation of the senior secured notes and as certain expenses such as finance charges, derivative gains and general and administration costs are not deductible for BC mineral tax purposes.
As foreign exchange revaluations on the senior secured notes are not recognized for tax purposes until realized, and in the case of capital losses, when they are applied, the effective tax rate may be significantly higher or lower than the statutory rates, as is the case for the year ended December 31, 2021 and 2022, relative to net income (loss) for those periods.
The current income tax expense represents an estimate of B.C. mineral taxes payable for the current periods.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
FINANCIAL CONDITION REVIEW
Balance sheet review
| At December 31, | At December 31, | ||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Cash and equivalents | 120,858 | 236,767 | (115,909 | ) | |||||
| Other current assets | 120,013 | 100,460 | 19,553 | ||||||
| Property, plant and equipment | 1,029,240 | 837,839 | 191,401 | ||||||
| Other assets | 8,573 | 8,129 | 444 | ||||||
| Total assets | 1,278,684 | 1,183,195 | 95,489 | ||||||
| Current liabilities | 94,229 | 85,172 | 9,057 | ||||||
| Debt: | |||||||||
| Senior secured notes | 534,118 | 497,388 | 36,730 | ||||||
| Equipment related financings | 52,451 | 34,361 | 18,090 | ||||||
| Deferred revenue | 47,620 | 45,356 | 2,264 | ||||||
| Other liabilities | 193,857 | 162,400 | 31,457 | ||||||
| Total liabilities | 922,275 | 824,677 | 97,598 | ||||||
| Equity | 356,409 | 358,518 | (2,109 | ) | |||||
| Net debt (debt minus cash and equivalents) | 465,711 | 294,982 | 170,729 | ||||||
| Total common shares outstanding (millions) | 286.5 | 284.9 | 1.6 |
The Company's asset base is comprised principally of property, plant and equipment, reflecting the capital intensive nature of Gibraltar and the mining business. Other current assets primarily include accounts receivable, inventories (concentrate inventories, ore stockpiles, and supplies), prepaid expenses, and marketable securities. Concentrate inventories, accounts receivable and cash balances can fluctuate due to transportation and cash settlement schedules.
Property, plant and equipment increased by $191.4 million in the year ended December 31, 2022, which includes $101.3 million for Florence Copper development costs as well as capital expenditures at Gibraltar (both sustaining and capital projects).
Net debt has increased by $170.7 million in the year ended December 31, 2022, primarily due to investment of cash in the development of Florence Copper and the effect of a weakening Canadian dollar against US dollar net borrowings.
Deferred revenue relates to the advance payments received from Osisko for the sale of Taseko's share of future silver production from Gibraltar.
Other liabilities increased by $31.5 million primarily due to an increase in deferred tax liabilities and the changes in the cost estimates of the provision for environmental rehabilitation for Gibraltar.
As at February 23, 2023, there were 288,345,596 common shares and 10,447,666 stock options outstanding. More information on these instruments and the terms of their exercise is set out in Note 21 of the December 31, 2022 Financial Statements.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Liquidity, cash flow and capital resources
At December 31, 2022, the Company had cash and equivalents of $120.9 million (December 31, 2021 - $236.8 million).
Cash flow provided by operations during year ended December 31, 2022 was $81.3 million compared to $174.8 million for the prior year. The decrease in cash flow provided by operations was due primarily to lower copper sales volumes and copper prices, lower molybdenum sales volume, increased site operating costs and a lower allocation of mining costs to capitalized stripping. Cash flow provided by operations in the current year was also negatively impacted by the timing of working capital items.
Cash used for investing activities during the year ended December 31, 2022 was $166.4 million compared to $147.7 million for prior year. Investing cash flows in the year includes $79.7 million for capital expenditures at Gibraltar (which includes $32.0 million for capitalized stripping costs, $18.1 million for sustaining capital, and $29.6 million for capital projects), $101.3 million of cash expenditures for Florence Copper and $7.3 million for the purchase of copper collars covering production from July 2022 to June 2023. During 2022, the Company received proceeds of $22.5 million from its copper put option contracts that settled in the money.
Net cash used for financing activities for the year ended December 31, 2022 was $35.2 million comprised of interest paid of $39.4 million, principal repayments for equipment loans and leases of $20.2 million, and $1.9 million to settle performance share units that vested in January 2022. Net proceeds from an equipment loan refinancing in December 2022 was $25.6 million. Net cash provided by financing activities for the year ended December 31, 2021 was $125.8 million and included the net proceeds from the issuance of the US$400 million 7% senior secured notes ("2026 Notes") due in February 2026.
Liquidity outlook
The Company has approximately $190 million of available liquidity at December 31, 2022, including a cash balance of $121 million and an undrawn US$50 million revolving credit facility. In February 2023, the Company entered into an agreement to extend the maturity date of the undrawn revolving credit facility by an additional year to July 2026. In addition to the one-year extension, the lender has also agreed to an accordion feature, which will allow the amount of the credit facility to be increased by US$30 million, for a total of US$80 million, subject to credit approval and other conditions.
With a minimum US$3.75 per pound floor price for 72 million pounds of copper production until December 2023, continued stable operating margins and cash flows are expected from Gibraltar in 2023. In addition to ongoing sustaining capital at Gibraltar, the Company has commenced a capital project to relocate the primary crusher for Mill 1 at the Gibraltar mine to a new location which is scheduled to be moved in the third quarter of 2023. The Company intends to develop the commercial facility at Florence Copper once the final UIC permit is received from the EPA which is expected to occur later this year. The Company does not have any significant capital plans for its other development projects over the next 12 months.
In December 2022, the Company signed agreements with Mitsui to form a strategic partnership to develop Florence Copper. Mitsui has committed to an initial investment of US$50 million which is conditional on receipt of the final UIC permit, with proceeds to be used for construction of the commercial production facility. The initial investment will be in the form of a copper stream agreement and Mitsui has the option to invest an additional US$50 million (for a total investment of US$100 million) for a 10% equity interest in Florence Copper.
In January 2023, the Company also secured a commitment for US$25 million from Banc of America Leasing & Capital, LLC to fund costs associated with the SX/EW plant for the Florence Copper commercial production facility.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
If needed, the Company could raise additional capital through equity financings or asset sales, including royalties, sales of project interests, or joint ventures or additional credit facilities, including additional notes offerings. The Company evaluates these financing alternatives based on a number of factors including the prevailing metal prices and projected operating cash flow from Gibraltar, relative valuation, liquidity requirements, covenant restrictions and other factors, in order to optimize the Company's cost of capital and maximize shareholder value.
Future changes in copper and molybdenum market prices could also impact the timing and amount of cash available for future investment in the Company's development projects, debt obligations, and other uses of capital. To mitigate commodity price risks in the short-term, copper price options are entered into for a substantial portion of Taseko's share of Gibraltar copper production and the Company has a long track record of doing so (see "Hedging Strategy").
Hedging strategy
The Company generally fixes all or substantially all of the copper prices of its copper concentrate shipments at the time of shipment. Where the customer's offtake contract does not provide a price fixing option, the Company may look to undertake a quotational period hedge directly with a financial institution as the counterparty in order to fix the price of the shipment.
To protect against sudden and unexpected overall copper price volatility in the market, the Company's hedging strategy aims to secure a minimum price for a significant portion of future copper production using copper put options that are either purchased outright or substantially funded by the sale of copper call options that are significantly out of the money. The amount and duration of the copper hedge position is based on an assessment of business-specific risk elements combined with the copper pricing outlook. Copper price and quantity exposure are reviewed regularly to ensure that adequate revenue protection is in place.
Hedge positions are typically extended by adding incremental quarters at established floor prices (i.e. the strike price of the copper put option) to provide the necessary price protection. Considerations for the cost of the hedging program include an assessment of Gibraltar's estimated production costs, copper price trends and the Company's fixed capital requirements during the relevant period. During periods of volatility or step changes in the copper price, the Company may revisit outstanding hedging contracts and determine whether the copper put (floor) or call (ceiling) levels should be adjusted in line with the market while maintaining copper price protection.
From time to time, the Company will look at potential hedging opportunities to mitigate the risk of rising input costs, including foreign exchange and fuel prices where such a strategy is cost effective. Since the onset of the Ukraine war in early 2022, diesel prices have increased dramatically and become more volatile. To protect against a potential operating margin squeeze that could arise from oil and diesel price shocks, the Company purchases diesel call options to provide a price cap for its share of diesel that is used by its mining fleet. Taseko has in place diesel price protection to December 2023 which caps its site landed diesel cost to an estimated $1.75 per litre. The Company will continue to look to extend this protection depending on market conditions.
A summary of the Company's outstanding hedges are shown below:
|
|
Notional amount |
Strike price |
Term to maturity |
Original cost |
|
At December 31, 2022 |
|
|
|
|
|
Copper collars |
30.0 million lbs |
US$3.75 per lb US$4.72 per lb |
January to June 2023 |
$3.0 million |
|
Fuel call options |
12.0 million ltrs |
US$1.05 per ltr |
January to June 2023 |
$1.1 million |
|
|
|
|
|
|
|
Acquired subsequent to December 31, 2022 |
|
|
|
|
|
Copper collars |
42.0 million lbs |
US$3.75 per lb US$4.70 per lb |
July to December 2023 |
No cost collar |
|
|
|
|
|
|
|
Fuel call options |
12.0 million ltrs |
US$1.00 per ltr |
July to December 2023 |
$0.9 million |
|
|
|
|
|
|
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Commitments and contingencies
Commitments
| Payments due | |||||||||||||||||||||
| (Cdn$ in thousands) | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||
| Debt: | |||||||||||||||||||||
| 2026 Notes | - | - | - | 541,760 | - | - | 541,760 | ||||||||||||||
| Interest | 37,923 | 37,923 | 37,923 | 18,962 | - | - | 132,731 | ||||||||||||||
| Equipment loans: | |||||||||||||||||||||
| Principal | 8,489 | 7,524 | 8,220 | 8,982 | - | - | 33,215 | ||||||||||||||
| Interest | 2,571 | 1,896 | 1,200 | 438 | - | - | 6,105 | ||||||||||||||
| Lease liabilities: | |||||||||||||||||||||
| Principal | 7,373 | 4,345 | 1,544 | 1,092 | 163 | - | 14,517 | ||||||||||||||
| Interest | 804 | 324 | 141 | 45 | 6 | - | 1,320 | ||||||||||||||
| Lease related obligation: | |||||||||||||||||||||
| Rental payment | 5,497 | 5,497 | |||||||||||||||||||
| PER 1 | - | - | - | - | - | 113,725 | 113,725 | ||||||||||||||
| Derivative liabilities | 2,673 | - | - | - | - | - | 2,673 | ||||||||||||||
| Capital expenditures | 12,043 | 17 | - | - | - | - | 12,060 | ||||||||||||||
| Other expenditures | |||||||||||||||||||||
| Transportation related services 2 | 11,661 | 11,661 | 4,686 | 822 | - | - | 28,830 | ||||||||||||||
1 Provision for environmental rehabilitation amounts presented in the table represents the present value of estimated costs of legal and constructive obligations required to retire an asset, including decommissioning and other site restoration activities, primarily for the Gibraltar mine and Florence Copper. As at December 31, 2022, the Company has provided a surety bond of $81.3 million for its 75% share of Gibraltar's reclamation security. For Florence Copper, the Company has provided to the federal and state regulator surety bonds totaling $13.2 million as reclamation security.
2 Transportation related services commitments include ocean freight and port handling services, which are both cancellable upon certain operating circumstances.
The Company has made capital expenditure commitments relating to equipment for the Florence Copper project totaling $9.3 million at December 31, 2022.
The Company has guaranteed 100% of certain equipment loans and leases entered into by Gibraltar 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 $14.0 million at December 31, 2022.
The Company has also indemnified 100% of the surety bonds issued by the Gibraltar joint venture to the Province of British Columbia. As a result, the Company has indemnified the joint venture partner's 25% share of this obligation, which amounted to $14.6 million at December 31, 2022.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
SELECTED ANNUAL INFORMATION
| For the years ended December 31, | |||||||||
| (Cdn$ in thousands, except per share amounts) | 2022 | 2021 | 2020 | ||||||
| Revenues | 391,609 | 433,278 | 343,267 | ||||||
| Net income (loss) | (25,971 | ) | 36,472 | (23,524 | ) | ||||
| Per share - basic | (0.09 | ) | 0.13 | (0.09 | ) | ||||
| Per share - diluted | (0.09 | ) | 0.13 | (0.09 | ) | ||||
| As at December 31, | |||||||||
| 2022 | 2021 | 2020 | |||||||
| Total assets | 1,278,684 | 1,183,195 | 910,365 | ||||||
| Total long-term financial liabilities | 572,037 | 518,087 | 349,312 | ||||||
FOURTH QUARTER RESULTS
| Consolidated Statements of Comprehensive Income (Loss) | Three months ended December 31, |
|||||
| (Cdn$ in thousands, except per share amounts) | 2022 | 2021 | ||||
| Revenues | 100,618 | 102,972 | ||||
| Cost of sales | ||||||
| Production costs | (62,965 | ) | (41,056 | ) | ||
| Depletion and amortization | (10,147 | ) | (16,202 | ) | ||
| Earnings from mining operations | 27,506 | 45,714 | ||||
| General and administrative | (3,795 | ) | (3,570 | ) | ||
| Share-based compensation expense | (1,739 | ) | (1,033 | ) | ||
| Project evaluation recovery (expenditures) | (174 | ) | 733 | |||
| Loss on derivatives | (18,789 | ) | (11,033 | ) | ||
| Other income | 777 | 337 | ||||
| Income before financing costs and income taxes | 3,786 | 31,148 | ||||
| Finance expenses, net | (9,435 | ) | (11,854 | ) | ||
| Foreign exchange gain | 4,596 | 1,768 | ||||
| Income (loss) before income taxes | (1,053 | ) | 21,062 | |||
| Income tax expense | (1,222 | ) | (9,300 | ) | ||
| Net income (loss) for the period | (2,275 | ) | 11,762 | |||
| Other comprehensive income (loss): | ||||||
| Unrealized gain (loss) on financial assets | 1,392 | 206 | ||||
| Foreign currency translation reserve | (3,599 | ) | (1,024 | ) | ||
| Total other comprehensive loss for the period | (2,207 | ) | (818 | ) | ||
| Total comprehensive income (loss) for the period | (4,482 | ) | 10,944 | |||
| Earnings (loss) per share | ||||||
| Basic | (0.01 | ) | 0.04 | |||
| Diluted | (0.01 | ) | 0.04 | |||
| Weighted-average shares outstanding (in thousands) | ||||||
| Basic | 286,439 | 284,167 | ||||
| Diluted | 286,439 | 288,511 | ||||
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
| Consolidated Statements of Cash Flows | Three months ended December 31, |
|||||
| (Cdn$ in thousands) | 2022 | 2021 | ||||
| Operating activities | ||||||
| Net income (loss) for the period | (2,275 | ) | 11,762 | |||
| Adjustments for: | ||||||
| Depletion and amortization | 10,147 | 16,202 | ||||
| Income tax expense | 1,222 | 9,300 | ||||
| Finance expenses, net | 9,435 | 11,854 | ||||
| Share-based compensation expense | 1,794 | 1,075 | ||||
| Loss on derivatives | 18,789 | 11,033 | ||||
| Unrealized foreign exchange gain | (5,279 | ) | (1,817 | ) | ||
| Amortization of deferred revenue | (1,597 | ) | (826 | ) | ||
| Other operating activities | (1,060 | ) | (805 | ) | ||
| Net change in working capital: | ||||||
| Change in inventory | (20,436 | ) | (17,761 | ) | ||
| Change in accounts payable and accrued liabilities | (10,391 | ) | (8,876 | ) | ||
| Change in other working capital items | (1,295 | ) | 6,090 | |||
| Cash provided by (used for) operating activities | (946 | ) | 37,231 | |||
| Investing activities | ||||||
| Gibraltar capitalized stripping costs | (3,866 | ) | (12,737 | ) | ||
| Gibraltar sustaining capital expenditures | (669 | ) | (6,119 | ) | ||
| Gibraltar capital project expenditures | (8,346 | ) | (368 | ) | ||
| Florence Copper development costs | (28,857 | ) | (14,766 | ) | ||
| Other project development costs | (321 | ) | (1,187 | ) | ||
| Proceeds from copper put options | 3,941 | - | ||||
| Other investing activities | 696 | 2,312 | ||||
| Cash used for investing activities | (37,422 | ) | (32,865 | ) | ||
| Financing activities | ||||||
| Proceeds from equipment financings | 31,770 | - | ||||
| Repayment of equipment loans and leases | (11,848 | ) | (4,938 | ) | ||
| Interest paid | (1,304 | ) | (788 | ) | ||
| Other financing fees | - | (1,451 | ) | |||
| Proceeds from exercise of stock options | 129 | 1,148 | ||||
| Cash provided by (used for) financing activities | 18,747 | (6,029 | ) | |||
| Effect of exchange rate changes on cash and equivalents | (1,569 | ) | (721 | ) | ||
| Decrease in cash and equivalents | (21,190 | ) | (2,384 | ) | ||
| Cash and equivalents, beginning of period | 142,048 | 239,151 | ||||
| Cash and equivalents, end of period | 120,858 | 236,767 | ||||
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Earnings
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Net income (loss) | (2,275 | ) | 11,762 | (14,037 | ) | ||||
| Net unrealized foreign exchange gain | (5,279 | ) | (1,817 | ) | (3,462 | ) | |||
| Unrealized loss on derivative instruments | 20,137 | 4,612 | 15,525 | ||||||
| Estimated tax effect of adjustments | (5,437 | ) | (1,245 | ) | (4,192 | ) | |||
| Adjusted net income* | 7,146 | 13,312 | (6,166 | ) | |||||
The Company's adjusted net income was $7.1 million ($0.02 per share) for the three months ended December 31, 2022, compared to adjusted net income of $13.3 million ($0.05 per share) for the same period in 2021. Earnings in the fourth quarter were impacted by lower copper production, lower average LME copper prices, higher site costs due to the rising input costs such as diesel and a decrease in waste stripping costs being capitalized compared to the same prior period, partially offset by higher copper sales volume. Positively impacting earnings this quarter was net realized gains of $1.3 million from the Company's copper price protection program and $6.1 million less in depletion and amortization compared to the same prior period.
Net loss was $2.3 million ($0.01 loss per share) for the three months ended December 31, 2022 after inclusion of the $4.6 million in unrealized foreign exchange gains on the outstanding senior secured notes due to the weakening US dollar in the quarter and $20.1 million of unrealized loss on derivatives that reversed prior quarter unrealized gains due to the rising copper price in the fourth quarter.
No adjustments are made to adjusted net income (loss) for positive provisional price adjustments in the quarter.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Revenues
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Copper contained in concentrate | 91,075 | 95,143 | (4,068 | ) | |||||
| Copper price adjustments on settlement | 290 | 396 | (106 | ) | |||||
| Molybdenum concentrate | 7,783 | 8,660 | (877 | ) | |||||
| Molybdenum price adjustments on settlement | 3,878 | (103 | ) | 3,981 | |||||
| Silver | 1,334 | 1,156 | 178 | ||||||
| Total gross revenue | 104,360 | 105,252 | (892 | ) | |||||
| Less: Treatment and refining costs | (3,742 | ) | (2,280 | ) | (1,462 | ) | |||
| Revenue | 100,618 | 102,972 | (2,354 | ) | |||||
| (thousands of pounds, unless otherwise noted) | |||||||||
| Sales of copper in concentrate1 | 18,443 | 17,208 | 1,235 | ||||||
| Average provisional copper price (US$ per pound) | 3.66 | 4.40 | (0.74 | ) | |||||
| Average realized copper price (US$ per pound) | 3.66 | 4.37 | (0.71 | ) | |||||
| Average LME copper price (US$ per pound) | 3.63 | 4.40 | (0.77 | ) | |||||
| Average exchange rate (CAD/US$) | 1.36 | 1.26 | 0.10 | ||||||
1 This amount includes a net smelter payable deduction of approximately 3.5% to derive net payable pounds of copper sold.
Copper revenues for the three months ended December 31, 2022 decreased by $4.1 million compared to the same period in 2021, with $17.4 million due to lower copper prices, partially offset by $6.8 million due to larger sales volumes of 1.3 million pounds (75% basis) and $6.5 million due to the favorable impact of a stronger US dollar in 2022. Positive provisional price adjustments in the current quarter were only $0.3 million attributed to the Company's practice of fixing prices at the time of shipment directly with customers or through quotational period hedges with financial institutions.
Molybdenum revenues for the three months ended December 31, 2022 decreased by $0.9 million compared to the same period in 2021 due primarily to lower sales volumes by 67 thousand pounds (75% basis), partially offset by higher average molybdenum prices of US$21.39 per pound, compared to US$18.89 per pound for the same prior period.
Cost of sales
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Site operating costs | 75,806 | 54,921 | 20,885 | ||||||
| Transportation costs | 6,671 | 4,436 | 2,235 | ||||||
| Changes in inventories of finished goods | (1,462 | ) | (13,497 | ) | 12,035 | ||||
| Changes in inventories of ore stockpiles | (18,050 | ) | (4,804 | ) | (13,246 | ) | |||
| Production costs | 62,965 | 41,056 | 21,909 | ||||||
| Depletion and amortization | 10,147 | 16,202 | (6,055 | ) | |||||
| Cost of sales | 73,112 | 57,258 | 15,854 | ||||||
| Site operating costs per ton milled* | $ | 13.88 | $ | 9.94 | $ | 3.94 | |||
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Site operating costs for the three months ended December 31, 2022 increased by $20.9 million compared to the same prior period due to a $8.9 million lower allocation of mining costs to capitalized stripping in the current quarter, a $6.8 million increase in diesel costs and a $5.2 million increase in other costs, some of which was due to timing of repairs and maintenance activities.
Cost of sales is also impacted by changes in copper concentrate inventories and ore stockpiles. During the fourth quarter of 2022, copper in finished goods inventory increased by 1.2 million pounds, which contributed to a decrease in production costs of $1.5 million. Due to extreme flooding events in southwest BC in the fourth quarter of 2021, there was 6.0 million pounds of additional copper in finished goods at the 2021 year end that was sold in the first quarter of 2022. The increase in finished goods last year end contributed to the decrease in production costs of $13.5 million in the fourth quarter of 2021.
In addition, the ore stockpile increasing by 3.8 million tons during the fourth quarter of 2022 coupled with previous write-downs being reversed resulted in a decrease in production costs of $18.1 million. The reversal of previous write-down of ore stockpiles to net realizable value in the second and third quarters of 2022 was due to the increase in copper prices in the fourth quarter.
Depletion and amortization for the three months ended December 31, 2022 decreased by $6.1 million over the same prior period. The decrease was primarily due to increases in the remaining mine life and units of production arising from the Gibraltar reserve update which extended the mine life by an additional 7 years. Furthermore, ore tons that were mined from the Pollyanna pit in the first half of 2021 had a higher depreciation cost per ton compared to the current ore being mined from the Gibraltar pit.
Other operating (income) expenses
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| General and administrative | 3,795 | 3,570 | 225 | ||||||
| Share-based compensation expense | 1,739 | 1,033 | 706 | ||||||
| Realized (gain) loss on derivative instruments | (1,348 | ) | 6,421 | (7,769 | ) | ||||
| Unrealized loss on derivative instruments | 20,137 | 4,612 | 15,525 | ||||||
| Project evaluation (recovery) expenditures | 174 | (733 | ) | 907 | |||||
| Other income, net | (777 | ) | (337 | ) | (440 | ) | |||
| 23,720 | 14,566 | 9,154 | |||||||
General and administrative expenses are relatively consistent in the three months ended December 31, 2022, compared to the same prior period.
Share-based compensation expense is comprised of amortization of share options and performance share units and the expense on deferred share units. Share-based compensation expense increased for the three months ended December 31, 2022, compared to the same period in 2021, primarily due to increases in the Company's share price during the period and its impact on the valuation of the deferred share units. More information is set out in Note 21 of the Financial Statements.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
For the three months ended December 31, 2022, the Company realized a net gain on derivative instruments of $1.3 million primarily due to the copper collars covering production for the quarter that settled in-the-money, net of expensing of premiums paid, compared to a realized loss of $6.4 million in the fourth quarter of 2021.
For the three months ended December 31, 2022, the net unrealized loss on derivative instruments of $20.1 million relates primarily to the reduction in the fair value of outstanding copper price collars covering the first half of 2023. These hedge positions were significantly in the money in previous quarters as copper prices decreased in June and July. The net unrealized loss on derivatives for the fourth quarter of 2021 was $4.6 million.
Finance expenses and income
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Interest expense | 11,350 | 10,137 | 1,213 | ||||||
| Amortization of financing fees | 647 | 499 | 148 | ||||||
| Finance expense - deferred revenue | 1,461 | 1,373 | 88 | ||||||
| Less: interest expense capitalized | (3,419 | ) | - | (3,419 | ) | ||||
| Accretion of PER | 92 | 63 | 29 | ||||||
| Finance income | (696 | ) | (218 | ) | (478 | ) | |||
| Finance expense, net | 9,435 | 11,854 | (2,419 | ) | |||||
Interest expense net for the three months ended December 31, 2022 decreased compared to the prior year period due to the capitalization of certain borrowing costs for Florence Copper development costs, partially offset by the impact of a weaker Canadian dollar on interest accrued on the senior secured notes and the impact of new lease liabilities.
Finance expense on deferred revenue adjustments represents the implicit financing component of the upfront deposit from the silver sales streaming arrangement with Osisko.
Income tax
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Current income tax expense | 680 | 908 | (228 | ) | |||||
| Deferred income tax expense | 542 | 8,392 | (7,850 | ) | |||||
| 1,222 | 9,300 | (8,078 | ) | ||||||
| Effective tax rate | (116.0)% | 44.2% | (160.2)% | ||||||
| Canadian statutory rate | 27.0% | 27.0% | - | ||||||
| B.C. mineral tax rate | 9.5% | 9.5% | - | ||||||
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Effective tax rate reconciliation
| Three months ended December 31, |
|||||||||
| (Cdn$ in thousands) | 2022 | 2021 | Change | ||||||
| Income tax expense (recovery) at Canadian statutory rate of 36.5% | (384 | ) | 7,686 | (8,070 | ) | ||||
| Permanent differences | 1,092 | 6,191 | (5,099 | ) | |||||
| Foreign tax rate differential | 20 | - | 20 | ||||||
| Unrecognized tax benefits | 72 | (4,511 | ) | 4,583 | |||||
| Deferred tax adjustments related to prior periods | 422 | (66 | ) | 488 | |||||
| Income tax expense | 1,222 | 9,300 | (8,078 | ) | |||||
The overall income tax expense for the three months ended December 31, 2022 was due to deferred income tax expense recognized on income for accounting purposes. The effective tax rate for the fourth quarter is negative and less than the combined B.C. mineral and income tax rate of 36.5% as certain expenses such as finance charges, derivative gains and general and administration costs are not deductible for BC mineral tax purposes.
As foreign exchange revaluations on the senior secured notes are not recognized for tax purposes until realized, and in the case of capital losses, when they are applied, the effective tax rate may be significantly higher or lower than the statutory rates, as is the case for the three months ended December 31, 2022 and 2021, relative to net income (loss) for those periods.
Current income taxes represent an estimate of B.C. mineral taxes payable.
Liquidity, cash flow and capital resources
Cash flow used for operations during the three months ended December 31, 2022 was $0.9 million compared to cash flow provided by operations of $37.2 million for the same prior period. The decrease in cash flow provided by operations was due primarily to the change in working capital, which included the increase in finished goods inventory and ore stockpiles and paydown of accounts payable and accrued liabilities in the quarter. Also contributing to the decrease of operating cash flow was the impact of increased site operating costs and lower allocation of mining costs to capitalized stripping in the fourth quarter of 2022.
Cash used for investing activities during the three months ended December 31, 2022 was $37.4 million compared to $32.9 million for the same prior period. Investing cash flows in the fourth quarter includes $12.9 million for capital expenditures at Gibraltar (which includes $3.9 million for capitalized stripping costs, $0.7 million for sustaining capital, and $8.3 million for capital projects), and $28.9 million of cash expenditures for development costs at Florence Copper. During the three month period, the Company received $3.9 million from its copper put option contracts that settled in the money.
Net cash provided by financing activities for the three months ended December 31, 2022 was $18.7 million comprised of net proceeds from the December equipment loan refinancing of $25.6 million, interest paid of $1.3 million and normal principal repayments for equipment loans and leases of $5.6 million.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
SUMMARY OF QUARTERLY RESULTS
|
|
2022 |
2021 |
||||||
|
(Cdn$ in thousands, |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 |
Q3 |
Q2 |
Q1 |
|
Revenues |
100,618 |
89,714 |
82,944 |
118,333 |
102,972 |
132,563 |
111,002 |
86,741 |
|
Net income (loss) |
(2,275) |
(23,517) |
(5,274) |
5,095 |
11,762 |
22,485 |
13,442 |
(11,217) |
|
Basic EPS |
(0.01) |
(0.08) |
(0.02) |
0.02 |
0.04 |
0.08 |
0.05 |
(0.04) |
|
Adjusted net income (loss) * |
7,146 |
4,513 |
(16,098) |
6,162 |
13,312 |
27,020 |
9,948 |
(5,534) |
|
Adjusted basic EPS * |
0.02 |
0.02 |
(0.06) |
0.02 |
0.05 |
0.10 |
0.04 |
(0.02) |
|
Adjusted EBITDA * |
35,181 |
34,031 |
1,684 |
38,139 |
52,988 |
76,291 |
47,732 |
23,722 |
|
(US$ per pound, except where indicated) |
||||||||
|
Provisional copper price |
3.66 |
3.51 |
4.33 |
4.57 |
4.40 |
4.21 |
4.34 |
3.92 |
|
Realized copper price |
3.66 |
3.48 |
4.08 |
4.59 |
4.37 |
4.26 |
4.48 |
4.09 |
|
Total operating costs * |
2.75 |
2.72 |
3.47 |
3.13 |
1.94 |
1.57 |
2.02 |
2.23 |
|
Copper sales (million pounds) |
19.1 |
20.0 |
16.3 |
20.5 |
17.9 |
24.3 |
20.0 |
16.5 |
Financial results for the last eight quarters reflect: volatile copper and molybdenum prices and foreign exchange rates that impact realized sale prices; and variability in the quarterly sales volumes due to copper grades and timing of shipments which impacts revenue recognition.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's significant accounting policies are presented in Note 2.4 of the Financial Statements. The preparation of the 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, determining the timing of transfer of control of inventory for revenue recognition, provisions for environmental rehabilitation, reserve and resource estimation, functional currency, determination of the accounting treatment of the advance payment under the silver purchase and sale agreement reported as deferred revenue, determination of business or asset acquisition treatment, 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; valuation of inventories; plant and equipment lives; tax provisions; provisions for environmental rehabilitation; valuation of financial instruments and derivatives; capitalized 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.
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.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
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.
CHANGE IN ACCOUNTING POLICIES
Several new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2022, and have not been applied in preparing these consolidated financial statements. None are currently considered by the Company to be significant or likely to have a material impact on future financial statements.
INTERNAL AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR) and disclosure controls and procedures (DC&P).
The Company's internal control system over financial reporting is designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of published financial statements. 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 IFRS, 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.
The Company's internal control system over disclosure controls and procedures is designed to provide reasonable assurance that material information relating to the Company is made known to management and disclosed to others and information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by us under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial reporting and disclosure.
There have been no changes in our internal control over financial reporting and disclosure controls and procedures during the 2022 financial year that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting and disclosure.
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 of December 31, 2022. 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, 2022, the Company's internal control over financial reporting is effective based on those criteria. The Company's certifying officers have evaluated the effectiveness of the ICFR and DC&P at the financial year end and concluded that ICFR and DC&P are effective as at December 31, 2022 based on the evaluation.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
FINANCIAL INSTRUMENTS
The Company uses a mixture of cash, long-term debt and shareholders' equity to maintain an efficient capital allocation and ensure adequate liquidity exists to meet the ongoing cash requirements of the business. In the normal course of business, the Company is inherently exposed to financial risks, including market risk, commodity price risk, interest rate risk, currency risk, liquidity risk and credit risk. The Company manages these risks in accordance with its risk management policies. To mitigate some of these inherent business risks, the Company uses commodity derivative instruments that do not qualify for hedge accounting treatment. These non-hedge derivatives are summarized in Note 7 to the Financial Statements. The financial risks and the Company's exposure to these risks, is provided in various tables in Note 25 of the Financial Statements. For a discussion on the methods used to value financial instruments, as well as significant assumptions, refer also to Notes 2 and 25 of the Financial Statements.
|
Summary of Financial Instruments |
Carrying Amount |
Associated Risks |
|
Financial assets |
|
|
|
Amortized cost |
|
|
|
Cash and equivalents |
120,858 |
Interest rate |
|
Accounts receivable |
13,223 |
Credit Market |
|
Fair value through other comprehensive income (FVOCI) |
|
|
|
Marketable securities |
2,568 |
Market |
|
Investment in private companies |
1,200 |
Market |
|
Financial liabilities |
|
|
|
Accounts payable and accrued liabilities |
66,716 |
Currency |
|
Senior secured notes |
534,118 |
Currency |
|
Lease liabilities |
15,021 |
Interest rate |
|
Lease related obligations |
5,316 |
Interest rate |
|
Secured equipment loans |
33,039 |
Currency Interest rate |
RELATED PARTY TRANSACTIONS
Key management personnel
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 the periods during which services are rendered by the executive officers.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
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 from 12-month to 18-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 other things, an amount ranging from 12-months' to 24-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 (refer to Note 21 of the Financial Statements).
Compensation for key management personnel (including all members of the Board of Directors and executive officers) is as follows:
| Year ended December 31, |
||||||
| (Cdn$ in thousands) | 2022 | 2021 | ||||
| Salaries and benefits | 7,380 | 6,252 | ||||
| Post-employment benefits | 730 | 1,672 | ||||
| Share-based compensation expense | 2,358 | 5,011 | ||||
| 10,468 | 12,935 | |||||
Other related parties
Gibraltar Joint Venture
Under the terms of the joint venture operating agreement, Gibraltar 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 Gibraltar and invoices the Gibraltar for these expenses. In 2022, net management fee income for $1,162 (2021: $1,227) and net reimbursable compensation expenses and third party costs of $1,370 (2021: $343) were charged to the joint venture partner.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
NON-GAAP PERFORMANCE MEASURES
This document includes certain non-GAAP performance measures that do not have a standardized meaning prescribed by IFRS. These measures may differ from those used by, and may not be comparable to such measures as reported by, other issuers. The Company believes that these measures are commonly used by certain investors, in conjunction with conventional IFRS measures, to enhance their understanding of the Company's performance. These measures have been derived from the Company's financial statements and applied on a consistent basis. The following tables below provide a reconciliation of these non-GAAP measures to the most directly comparable IFRS measure.
Total operating costs and site operating costs, net of by-product credits
Total costs of sales include all costs absorbed into inventory, as well as transportation costs and insurance recoverable. Site operating costs are calculated by removing net changes in inventory, depletion and amortization, insurance recoverable, and transportation costs from cost of sales. Site operating costs, net of by-product credits is calculated by subtracting by-product credits from the site operating costs. Site operating costs, net of by-product credits per pound are calculated by dividing the aggregate of the applicable costs by copper pounds produced. Total operating costs per pound is the sum of site operating costs, net of by-product credits and off-property costs divided by the copper pounds produced. By-product credits are calculated based on actual sales of molybdenum (net of treatment costs) and silver during the period divided by the total pounds of copper produced during the period. These measures are calculated on a consistent basis for the periods presented.
|
(Cdn$ in thousands, unless otherwise indicated) - 75% basis |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Cost of sales |
73,112 |
84,204 |
90,992 |
89,066 |
337,374 |
|
Less: |
|
|
|
|
|
|
Depletion and amortization |
(10,147) |
(13,060) |
(15,269) |
(13,506) |
(51,982) |
|
Net change in inventories of finished goods |
1,462 |
2,042 |
(3,653) |
(7,577) |
(7,726) |
|
Net change in inventories of ore stockpiles |
18,050 |
3,050 |
(3,463) |
(3,009) |
14,628 |
|
Transportation costs |
(6,671) |
(6,316) |
(4,370) |
(5,115) |
(22,472) |
|
Site operating costs |
75,806 |
69,920 |
64,237 |
59,859 |
269,822 |
|
Less by-product credits: |
|
|
|
|
|
|
Molybdenum, net of treatment costs |
(11,022) |
(4,122) |
(3,023) |
(3,831) |
(21,999) |
|
Silver, excluding amortization of deferred revenue |
263 |
25 |
36 |
202 |
526 |
|
Site operating costs, net of by-product credits |
65,047 |
65,823 |
61,250 |
56,230 |
248,349 |
|
Total copper produced (thousand pounds) |
20,020 |
21,238 |
15,497 |
16,024 |
72,778 |
|
Total costs per pound produced |
3.25 |
3.10 |
3.95 |
3.51 |
3.41 |
|
Average exchange rate for the period (CAD/US$) |
1.36 |
1.31 |
1.28 |
1.27 |
1.30 |
|
Site operating costs, net of by-product credits (US$ per pound) |
2.39 |
2.37 |
3.10 |
2.77 |
2.62 |
|
Site operating costs, net of by-product credits |
65,047 |
65,823 |
61,250 |
56,230 |
248,349 |
|
Add off-property costs: |
|
|
|
|
|
|
Treatment and refining costs |
3,104 |
3,302 |
2,948 |
2,133 |
11,486 |
|
Transportation costs |
6,671 |
6,316 |
4,370 |
5,115 |
22,472 |
|
Total operating costs |
74,822 |
75,441 |
68,568 |
63,478 |
282,307 |
|
Total operating costs (C1) (US$ per pound) |
2.75 |
2.72 |
3.47 |
3.13 |
2.98 |
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
|
(Cdn$ in thousands, unless otherwise indicated) - 75% basis |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Cost of sales |
57,258 |
65,893 |
74,056 |
72,266 |
269,473 |
|
Less: |
|
|
|
|
|
|
Depletion and amortization |
(16,202) |
(17,011) |
(17,536) |
(15,838) |
(66,587) |
|
Net change in inventories of finished goods |
13,497 |
762 |
(4,723) |
2,259 |
11,795 |
|
Net change in inventories of ore stockpiles |
4,804 |
6,291 |
2,259 |
(8,226) |
5,128 |
|
Transportation costs |
(4,436) |
(5,801) |
(4,303) |
(3,305) |
(17,845) |
|
Site operating costs |
54,921 |
50,134 |
49,753 |
47,156 |
201,964 |
|
Less by-product credits: |
|
|
|
|
|
|
Molybdenum, net of treatment costs |
(7,755) |
(8,574) |
(6,138) |
(5,604) |
(28,071) |
|
Silver, excluding amortization of deferred revenue |
(330) |
300 |
64 |
(238) |
(204) |
|
Site operating costs, net of by-product credits |
46,836 |
41,860 |
43,679 |
41,314 |
173,689 |
|
Total copper produced (thousand pounds) |
21,590 |
25,891 |
20,082 |
16,684 |
84,247 |
|
Total costs per pound produced |
2.17 |
1.62 |
2.18 |
2.48 |
2.06 |
|
Average exchange rate for the period (CAD/USD) |
1.26 |
1.26 |
1.23 |
1.27 |
1.25 |
|
Site operating costs, net of by-product credits (US$ per pound) |
1.72 |
1.28 |
1.77 |
1.96 |
1.64 |
|
Site operating costs, net of by-product credits |
46,836 |
41,860 |
43,679 |
41,314 |
173,689 |
|
Add off-property costs: |
|
|
|
|
|
|
Treatment and refining costs |
1,480 |
3,643 |
1,879 |
2,414 |
9,416 |
|
Transportation costs |
4,436 |
5,801 |
4,303 |
3,305 |
17,845 |
|
Total operating costs |
52,752 |
51,304 |
49,861 |
47,033 |
200,950 |
|
Total operating costs (C1) (US$ per pound) |
1.94 |
1.57 |
2.02 |
2.23 |
1.90 |
Total Site Costs
Total site costs is comprised of the site operating costs charged to cost of sales as well as mining costs capitalized to property, plant and equipment in the period. This measure is intended to capture Taseko's share of the total site operating costs incurred in the quarter at the Gibraltar mine calculated on a consistent basis for the periods presented.
|
(Cdn$ in thousands, unless otherwise indicated) - 75% basis |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Site operating costs |
75,806 |
69,920 |
64,237 |
59,859 |
269,822 |
|
Add: |
|
|
|
|
|
|
Capitalized stripping costs |
3,866 |
1,121 |
11,887 |
15,142 |
32,016 |
|
Total site costs |
79,672 |
71,041 |
76,124 |
75,001 |
301,838 |
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
|
(Cdn$ in thousands, unless otherwise indicated) - 75% basis |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Site operating costs |
54,921 |
50,134 |
49,753 |
47,156 |
201,964 |
|
Add: |
|
|
|
|
|
|
Capitalized stripping costs |
12,737 |
10,882 |
14,794 |
21,452 |
59,865 |
|
Total site costs |
67,658 |
61,016 |
64,547 |
68,608 |
261,829 |
Adjusted net income (loss)
Adjusted net income (loss) removes the effect of the following transactions from net income as reported under IFRS:
- Unrealized foreign currency gains/losses;
- Unrealized gain/loss on derivatives; and
- Loss on settlement of long-term debt and call premium, including realized foreign exchange gains.
Management believes these transactions do not reflect the underlying operating performance of our core mining business and are not necessarily indicative of future operating results. Furthermore, unrealized gains/losses on derivative instruments, changes in the fair value of financial instruments, and unrealized foreign currency gains/losses are not necessarily reflective of the underlying operating results for the reporting periods presented.
|
(Cdn$ in thousands, except per share amounts) |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Net income (loss) |
(2,275) |
(23,517) |
(5,274) |
5,095 |
(25,971) |
|
Unrealized foreign exchange (gain) loss |
(5,279) |
28,083 |
11,621 |
(4,398) |
30,027 |
|
Unrealized (gain) loss on derivatives |
20,137 |
(72) |
(30,747) |
7,486 |
(3,196) |
|
Estimated tax effect of adjustments |
(5,437) |
19 |
8,302 |
(2,021) |
863 |
|
Adjusted net income (loss) |
7,146 |
4,513 |
(16,098) |
6,162 |
1,723 |
|
Adjusted EPS |
0.02 |
0.02 |
(0.06) |
0.02 |
0.01 |
|
(Cdn$ in thousands, except per share amounts) |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Net income (loss) |
11,762 |
22,485 |
13,442 |
(11,217) |
36,472 |
|
Unrealized foreign exchange (gain) loss |
(1,817) |
9,511 |
(3,764) |
8,798 |
12,728 |
|
Realized foreign exchange gain on settlement of long-term debt |
- |
- |
- |
(13,000) |
(13,000) |
|
Loss on settlement of long-term debt |
- |
- |
- |
5,798 |
5,798 |
|
Call premium on settlement of long-term debt |
- |
- |
- |
6,941 |
6,941 |
|
Unrealized (gain) loss on derivatives |
4,612 |
(6,817) |
370 |
802 |
(1,033) |
|
Estimated tax effect of adjustments |
(1,245) |
1,841 |
(100) |
(3,657) |
(3,161) |
|
Adjusted net income (loss) |
13,312 |
27,020 |
9,948 |
(5,535) |
44,745 |
|
Adjusted EPS |
0.05 |
0.10 |
0.04 |
(0.02) |
0.16 |
Adjusted EBITDA
Adjusted EBITDA is presented as a supplemental measure of the Company's performance and ability to service debt. Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry, many of which present Adjusted EBITDA when reporting their results. Issuers of "high yield" securities also present Adjusted EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
Adjusted EBITDA represents net income before interest, income taxes, and depreciation and also eliminates the impact of a number of items that are not considered indicative of ongoing operating performance. Certain items of expense are added and certain items of income are deducted from net income that are not likely to recur or are not indicative of the Company's underlying operating results for the reporting periods presented or for future operating performance and consist of:
- Unrealized foreign exchange gains/losses;
- Unrealized gain/loss on derivatives;
- Loss on settlement of long-term debt (included in finance expenses) and call premium;
- Realized foreign exchange gains on settlement of long-term debt; and
- Amortization of share-based compensation expense.
|
(Cdn$ in thousands) |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Net income (loss) |
(2,275) |
(23,517) |
(5,274) |
5,095 |
(25,971) |
|
Add: |
|
|
|
|
|
|
Depletion and amortization |
10,147 |
13,060 |
15,269 |
13,506 |
51,982 |
|
Finance expense |
10,135 |
12,481 |
12,236 |
12,155 |
47,007 |
|
Finance income |
(700) |
(650) |
(282) |
(166) |
(1,798) |
|
Income tax expense |
1,222 |
3,500 |
922 |
1,188 |
6,832 |
|
Unrealized foreign exchange (gain) loss |
(5,279) |
28,083 |
11,621 |
(4,398) |
30,027 |
|
Unrealized (gain) loss on derivatives |
20,137 |
(72) |
(30,747) |
7,486 |
(3,196) |
|
Amortization of share-based compensation expense |
1,794 |
1,146 |
(2,061) |
3,273 |
4,152 |
|
Adjusted EBITDA |
35,181 |
34,031 |
1,684 |
38,139 |
109,035 |
|
(Cdn$ in thousands) |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Net income (loss) |
11,762 |
22,485 |
13,442 |
(11,217) |
36,472 |
|
Add: |
|
|
|
|
|
|
Depletion and amortization |
16,202 |
17,011 |
17,536 |
15,838 |
66,587 |
|
Finance expense (includes loss on settlement of long-term debt |
12,072 |
11,875 |
11,649 |
23,958 |
59,554 |
|
Finance income |
(218) |
(201) |
(184) |
(75) |
(678) |
|
Income tax (recovery) expense |
9,300 |
22,310 |
7,033 |
(4,302) |
34,341 |
|
Unrealized foreign exchange (gain) loss |
(1,817) |
9,511 |
(3,764) |
8,798 |
12,728 |
|
Realized foreign exchange gain on settlement of long-term debt |
- |
- |
- |
(13,000) |
(13,000) |
|
Unrealized (gain) loss on derivatives |
4,612 |
(6,817) |
370 |
802 |
(1,033) |
|
Amortization of share-based compensation expense |
1,075 |
117 |
1,650 |
2,920 |
5,762 |
|
Adjusted EBITDA |
52,988 |
76,291 |
47,732 |
23,722 |
200,733 |
Earnings from mining operations before depletion and amortization
Earnings from mining operations before depletion and amortization is earnings from mining operations with depletion and amortization added back. The Company discloses this measure, which has been derived from our financial statements and applied on a consistent basis, to provide assistance in understanding the results of the Company's operations and financial position and it is meant to provide further information about the financial results to investors.
|
TASEKO MINES LIMITED Management's Discussion and Analysis |
|
(Cdn$ in thousands) |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Earnings (loss) from mining operations |
27,506 |
5,510 |
(8,048) |
29,267 |
54,235 |
|
Add: |
|
|
|
|
|
|
Depletion and amortization |
10,147 |
13,060 |
15,269 |
13,506 |
51,982 |
|
Earnings from mining operations before depletion and amortization |
37,653 |
18,570 |
7,221 |
42,773 |
106,217 |
|
(Cdn$ in thousands) |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Earnings from mining operations |
45,714 |
66,670 |
36,946 |
14,475 |
163,805 |
|
Add: |
|
|
|
|
|
|
Depletion and amortization |
16,202 |
17,011 |
17,536 |
15,838 |
66,587 |
|
Earnings from mining operations before depletion and amortization |
61,916 |
83,681 |
54,482 |
30,313 |
230,392 |
Site operating costs per ton milled
The Company discloses this measure, which has been derived from our financial statements and applied on a consistent basis, to provide assistance in understanding the Company's site operations on a tons milled basis.
|
(Cdn$ in thousands, except per ton milled amounts) |
2022 Q4 |
2022 Q3 |
2022 Q2 |
2022 Q1 |
2022 YE |
|
Site operating costs (included in cost of sales) |
75,806 |
69,920 |
64,237 |
59,859 |
269,822 |
|
|
|
|
|
|
|
|
Tons milled (thousands) (75% basis) |
5,462 |
6,172 |
5,774 |
5,285 |
22,692 |
|
Site operating costs per ton milled |
$13.88 |
$11.33 |
$11.13 |
$11.33 |
$11.89 |
|
(Cdn$ in thousands, except per ton milled amounts) |
2021 Q4 |
2021 Q3 |
2021 Q2 |
2021 Q1 |
2021 YE |
|
Site operating costs (included in cost of sales) |
54,921 |
50,134 |
49,753 |
47,156 |
201,964 |
|
|
|
|
|
|
|
|
Tons milled (thousands) (75% basis) |
5,523 |
5,576 |
5,429 |
5,402 |
21,930 |
|
Site operating costs per ton milled |
$9.94 |
$8.99 |
$9.16 |
$8.73 |
$9.21 |
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Stuart McDonald, certify that:
(1) I have reviewed this annual report on Form 40-F of Taseko Mines Limited;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
(4) The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
(5) The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 31, 2023
By: /s/ Stuart McDonald
___________________________________________
Name: Stuart McDonald
Title: Chief Executive Officer
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryce Hamming, certify that:
(1) I have reviewed this annual report on Form 40-F of Taseko Mines Limited;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
(4) The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
(5) The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 31, 2023
By: /s/ Bryce Hamming
___________________________________________
Name: Bryce Hamming
Title: Chief Financial Officer
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Stuart McDonald, Chief Executive Officer of Taseko Mines Limited (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Stuart McDonald
__________________________________________________
Name: Stuart McDonald
Title: Chief Executive Officer
Date: March 31, 2023
This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 40-F. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies this Annual Report on Form 40-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Bryce Hamming, Chief Financial Officer of Taseko Mines Limited (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Bryce Hamming
__________________________________________________
Name: Bryce Hamming
Title: Chief Financial Officer
Date: March 31, 2023
This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 40-F. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies this Annual Report on Form 40-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
KPMG LLP
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone (604) 691-3000
Fax (604) 691-3031
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Taseko Mines Limited
We consent to the use of:
- our report dated February 23, 2023 on the consolidated financial statements of Taseko Mines Limited (the "Entity") which comprise the consolidated balance sheets as at December 31, 2022 and December 31, 2021, the related consolidated statements of comprehensive income (loss), changes in equity and cash flows for each of the years then ended, and the related notes (collectively the "consolidated financial statements"), and
- our report dated February 23, 2023 on the effectiveness of the Entity's internal control over financial reporting as of December 31, 2022
each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2022.
//s// KPMG LLP
Chartered Professional Accountants
March 31, 2023
Vancouver, Canada
© 2023 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
March 31, 2023
VIA EDGAR
To: United States Securities and Exchange Commission
Re: Taseko Mines Limited (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F report for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical reports (the "Technical Reports"):
-
Technical Report on the Mineral Reserve Update at the Gibraltar Mine, British Columbia, Canada dated March 30, 2022
-
Technical Report on the Mineral Reserve Update at the Yellowhead Copper Project, British Columbia, Canada dated January 16, 2020
-
NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona, dated March 30, 2023 which has an effective date of March 15, 2023
and to references to the Technical Reports, or portions thereof, in the Annual Report and the AIF and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report and the AIF.
Yours truly,
/s/ Richard Weymark
Richard Weymark, P.Eng., MBA, VP Engineering
March 31, 2023
VIA EDGAR
To: United States Securities and Exchange Commission
Re: Taseko Mines Limited (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F report for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona, dated March 30, 2023 which has an effective date of March 15, 2023
and to references to the Technical Report, or portions thereof, in the Annual Report and the AIF and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report and the AIF.
Yours truly,
/s/ Richard Tremblay
Richard Tremblay, P.Eng., MBA, Senior VP Operations
March 31, 2023
VIA EDGAR
To: United States Securities and Exchange Commission
Re: Taseko Mines Limited (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F report for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona, dated March 30, 2023 which has an effective date of March 15, 2023
and to references to the Technical Report, or portions thereof, in the Annual Report and the AIF and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report and the AIF.
Yours truly,
/s/ Robert Rotzinger
Robert Rotzinger, P.Eng., VP Capital Projects