UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 40-F
[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X]
ANNUAL REPORT PURSUANT TO
SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
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Commission File Number: 001-31965
|
TASEKO MINES LIMITED
(Exact
name of Registrant as specified in its charter)
British Columbia
|
1040
|
Not Applicable
|
(Province or Other Jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Classification Code)
|
Identification No.)
|
15
th
Floor 1040 West Georgia
Street
Vancouver, British Columbia
Canada V6E 4H1
(778) 373-4533
(Address and telephone number of
Registrants principal executive offices)
Corporation Service Company
Suite 400, 2711
Centerville Road
Wilmington, Delaware 19808
(800)
927-9800
(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:
Title Of Each Class
|
Name Of Each Exchange On Which Registered
|
Common Shares, no par value
|
NYSE MKT
|
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:
[X] Annual Information
Form [X]
Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the period
covered by the annual report:
221,867,138
Common Shares as of December
31, 2016
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.
Yes
[X] No [ ]
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).
Yes [ ] No [ ]
INTRODUCTORY INFORMATION
Taseko Mines Limited (the
Company
or
Taseko
)
is a Canadian public company whose common shares are listed on the Toronto Stock
Exchange and the NYSE MKT Exchange (the
NYSE MKT
). 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:
Document
|
Exhibit No.
|
Annual Information Form of the Company for the year ended
December 31, 2016 (the
AIF
)
|
99.5
|
Audited consolidated financial statements of the Company
for the years ended December 31, 2016 and 2015, including the report of
independent registered public accounting firm with respect thereto (the
Audited Financial
Statements
)
|
99.6
|
Managements Discussion and Analysis of the Company for the
year ended December 31, 2016 (the
MD&A
)
|
99.7
|
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 Companys 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 SECs rules and forms and includes, without limitation, controls and
procedures designed to ensure that such information is accumulated and
communicated to the issuers management, including its principal executive and
principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
- 2 -
Managements 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, 2016.
See Internal Controls Over Financial Reporting and Disclosure
Controls and Procedures on page 25 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 issuers principal executive and principal financial
officers and effected by the issuers 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 companys 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.
Managements 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 Companys internal control over financial reporting as
at December 31, 2016. In making this evaluation, the Companys management used
the framework established in Internal Control-Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
- 3 -
Based upon this evaluation, management concluded that the
Companys internal control over financial reporting was effective as at December
31, 2016.
A copy of managements report on the effectiveness of our
internal controls is included under Managements 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
Companys registered public accounting firm on internal control over financial
reporting as of December 31, 2016. In this report, the Companys auditor, KPMG
LLP, must state its opinion as to the effectiveness of the Companys internal
control over financial reporting as of December 31, 2016. KPMG LLP has audited
the Companys internal controls over financial reporting and has issued an
attestation report on the Companys internal control over financial reporting as
of December 31, 2016 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 Companys 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
Companys 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, 2016 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 78 of our AIF incorporated herein by reference. The Companys
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.
AUDIT AND RISK COMMITTEE FINANCIAL EXPERT
The Companys Board of Directors has determined that Richard
Mundie, Geoffrey Burns, and Alex Morrison, 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 MKT Exchange.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under Principal Accountant Fees and
Services on page 79 of our AIF incorporated herein by reference.
- 4 -
AUDIT AND RISK COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The disclosure provided under Audit and Risk
CommitteePre-Approval Policies and Procedures on page 80 of our AIF
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 Companys 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 16 of our MD&A incorporated herein by reference.
CODE OF ETHICS
The disclosure provided under Code of Ethics on page 79 of
our AIF incorporated herein by reference. During the Companys fiscal year ended
December 31, 2016, 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 MKT 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 MKT, 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 MKT company guide permits NYSE MKT to
consider the laws, customs and practices of foreign issuers in relaxing certain
NYSE MKT listing criteria, and to grant exemptions from NYSE MKT 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 Companys governance practices
differ from those followed by domestic companies pursuant to NYSE MKT standards
is contained on the Companys website at www.tasekomines.com The Companys
governance practices also differ from those followed by U.S. domestic companies
pursuant to NYSE MKT listing standards in the following manner:
Board Meetings
Section 802 (c) of the NYSE MKT 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.
- 5 -
Solicitation of Proxies
NYSE MKT 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 MKT 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 Companys 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 issuers 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 MKTs section 713
requirements should a dilutive private placement financing trigger the NYSE MKT
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 MKT. In
particular, in addition to having a separate Audit and Risk Committee, the
Companys 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 MKT Company Guide, as currently in
force.
Copies of the Companys corporate governance materials are
available on the Companys website at
www.tasekomines.com
(under the
About Us / Corporate Governance tabs). 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 Companys shareholders in connection with
annual meetings of shareholders.
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.
- 6 -
The Company did not have any mines in the United States during
the fiscal year ended December 31, 2016.
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.
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.
Date: March 15, 2017
|
TASEKO MINES LIMITED
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Stuart McDonald
|
|
|
Stuart McDonald
|
|
|
Chief Financial Officer
|
EXHIBIT INDEX
Exhibit
|
|
Number
|
Exhibit Description
|
99.1
(1)
|
Certification of Chief
Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
99.2
(1)
|
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
99.3
(1)
|
Certification of Chief
Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.4
(1)
|
Certification of Chief Financial Officer
pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
99.5
(1)
|
Annual Information Form of the
Company for the year ended December 31, 2016
|
99.6
(1)
|
Audited consolidated balance sheets as at
December 31, 2016 and 2015 and the consolidated statements of
comprehensive loss, changes in equity, and cash flows for the years ended
December 31, 2016 and 2015, including the notes thereto and reports of the
Companys independent registered public accounting firm thereon and on the
effectiveness of the Companys internal control over financial reporting
as of December 31, 2016
|
99.7
(1)
|
Managements discussion and
analysis of financial condition and results of operations for the year
ended December 31, 2016
|
99.8
(1)
|
Consent of KPMG LLP
|
99.9
(1)
|
Consent of Scott Jones, P. Eng.
|
99.10
(1)
|
Consent of Ronald G. Simpson, P. Geo.
|
99.11
(1)
|
Consent of Keith Merriam, P.
Eng.
|
99.12
(1)
|
Consent of Robert Rotzinger, P. Eng.
|
99.13
(1)
|
Consent of Greg Yelland, P.
Eng.
|
99.14
(1)
|
Consent of Dan Johnson, P.E., RM-SME
|
(1)
|
Filed as an exhibit to this Annual Report on
Form 40-F
|
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