Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 1933 (f-10)

Date : 12/05/2017 @ 6:03AM
Source : Edgar (US Regulatory)
Stock : Taseko Mines, Ltd. (TGB)
Quote : 1.88  0.03 (1.62%) @ 6:03PM

Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 1933 (f-10)



As filed with the Securities and Exchange Commission on December 4, 2017
                                                                                                                                                                  Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
TASEKO MINES LIMITED
(Exact name of each Registrant as specified in its charter)
British Columbia
(Province or other jurisdiction of incorporation or organization)

GIBRALTAR ALEY CURIS CURIS FLORENCE
MINES LTD. CORPORATION RESOURCES LTD HOLDINGS COPPER INC.
      (CANADA) LTD.  

(Exact name of each Registrant as specified in its charter)

British Columbia Canada British Columbia British Columbia Nevada

(Province or other jurisdiction of
incorporation or organization)

1040 Not Applicable
(Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)

15 th Floor, 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
778-373-4550
(Address and telephone number of Registrants’ principal executive offices)

Florence Copper Inc.
1575 West Hunt Highway
Florence, Arizona
United States 85132
(520) 374-3984
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

  Copy to:  
Stuart McDonald, Chief Financial Michael H. Taylor Alexander A. Gendzier
Officer McMillan LLP Adam C. Berkaw
Taseko Mines Limited 1500 – 1055 West Georgia Street Jones Day LLP
15 th Floor, 1040 West Georgia Street Vancouver, British Columbia 250 Vesey Street
Vancouver, British Columbia Canada V6E 4N7 New York, New York
Canada V6E 4H1   10281-1047


Approximate date of commencement of proposed sale of the securities to the public:

From time to time after this Registration Statement becomes effective.

Province of British Columbia, Canada

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):

A. [ ] upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
     
B. [ X ] at some future date (check appropriate box below)

1. [  ]

pursuant to Rule 467(b) on ( date ) at ( time ) (designate a time not sooner than 7 calendar days after filing).

     

2. [  ]

pursuant to Rule 467(b) on ( date ) at ( time ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( date ).

     

3. [  ]

pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

     

  4. [ X ]

after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.   [  ]

CALCULATION OF REGISTRATION FEE

    Proposed Proposed maximum  
Title of each class of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1) price per unit (2) price (2) registration fee (3)
         
Common Shares, no par value US$387,957,790 100% US$387,957,790 US$48,300.75
Warrants        
Subscription Receipts        
Units        
Debt Securities        
         
Guarantees (4)        

(1)

Includes an indeterminate number of common shares, warrants, subscription receipts, debt securities, guarantees or any combination thereof or units of any combination thereof. The securities which may be offered pursuant to this registration statement include, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “ U.S. Securities Act ”), such additional number of common shares of the Registrant that may become issuable as a result of any stock split, stock dividends or similar event.




(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

   
(3)

The estimated registration fee for the securities has been calculated pursuant to Rule 457(o), and has been calculated based on the proposed maximum aggregate offering price of CDN$500,000,000 converted into U.S. dollars based on the closing exchange rate on November 30, 2017, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of US$1.00 = CDN$1.2888.

   
(4)

Guarantees by Gibraltar Mines Ltd., Aley Corporation, Curis Resources Ltd., Curis Holdings (Canada) Ltd. and Florence Copper Inc. of the Debt Securities (and guarantees of such guarantees by Taseko Mines Limited) being registered on Form F-10 hereunder are to be sold without separate consideration. Pursuant to Rule 457(n), no separate filing fee is payable with regard to the Guarantees.

Each Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.


- 1 -

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS


Subject to completion dated December 4, 2017

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC"). These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any U.S. state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such U.S. state.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue December 4, 2017

$500,000,000
Common Shares
Warrants
Subscription Receipts
Debt Securities
Units

This short form base shelf prospectus (the “ Prospectus ”) relates to the offering for sale of common shares (the “ Common Shares ”), warrants (the “ Warrants ”), subscription receipts (the “ Subscription Receipts ”), debt securities (the “ Debt Securities ”), or any combination of such securities (the “ Units ”) (all of the foregoing, collectively, the “ Securities ”) by Taseko Mines Limited (the “ Company ” or “ Taseko ”) from time to time, during the 25-month period that the Prospectus, including any amendments hereto, remains effective, in one or more series or issuances, with a total offering price of the Securities in the aggregate, of up to $500,000,000. The Securities may be offered in amounts at prices to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada (the “MJDS”), to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and may not be comparable to financial statements of United States companies. Our financial statements are audited in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, that the majority of its officers and directors are residents of Canada, that all of the experts named in the registration statement are not residents of the United States, and that a substantial portion of the assets of the Company and said persons are located outside the United States.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE SEC PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Investing in Securities of the Company involves a high degree of risk. You should carefully review the risks outlined in this Prospectus (together with any Prospectus Supplement) and in the documents incorporated by reference in this Prospectus and any Prospectus Supplement and consider such risks in connection with an investment in such Securities. See “RISK FACTORS”.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. Prospective investors should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities.

The specific terms of the Securities with respect to a particular offering will be set out in one or more Prospectus Supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of Warrants, the number of Warrants offered, the offering price, the designation, number and terms of the Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts offered, the offering price, the procedures for the exchange of the Subscription Receipts for Common Shares or Warrants, as the case may be, and any other specific terms; (iv) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption, any exchange or conversion terms, whether the debt is senior, senior subordinated or subordinated, whether the debt is secured or unsecured and any other terms specific to the Debt Securities being offered; and (v) in the case of Units, the designation, number and terms of the Common Shares, Warrants, Subscription Receipts or Debt Securities comprising the Units. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

In addition, the Debt Securities that may be offered may be guaranteed by certain direct and indirect subsidiaries of Taseko with respect to the payment of the principal, premium, if any, and interest on the Debt Securities. The Company expects that any guarantee provided in respect of senior Debt Securities would constitute a senior and unsecured obligation of the applicable guarantor. For a more detailed description of the Debt Securities that may be offered, see “Description of Securities – Debt Securities - Guarantees”, below.

All information permitted under applicable securities legislation to be omitted from the Prospectus will be contained in one or more Prospectus Supplement that will be delivered to purchasers together with the Prospectus, except in cases where an exemption from such delivery requirements have been obtained. Each Prospectus Supplement will be incorporated by reference into the Prospectus for the purposes of applicable securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Investors should read the Prospectus and any applicable Prospectus Supplement carefully before investing in the Company’s Securities.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers, directly to one or more other purchasers, or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities will set forth the names of any underwriters, dealers or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities, including, to the extent applicable, the proceeds to us and any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, and any other material terms of the plan of distribution. In connection with any offering of the Securities, other than an “at-the-market distribution” (as defined under applicable Canadian securities legislation) unless otherwise specified in a Prospectus Supplement, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transaction, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.

No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

ii


No underwriter has been involved in the preparation of the Prospectus or performed any review of the contents of the Prospectus.

The Company’s outstanding Common Shares are listed for trading on the Toronto Stock Exchange (the “ TSX ”) under the trading symbol “TKO” and on the NYSE American, formerly NYSE MKT (“ NYSE American ”) under the trading symbol “TGB”. The closing price of the Company’s Common Shares on the TSX and NYSE American on December 1, 2017, the last trading day before the date of the Prospectus, was $2.76 per Common Share and US$2.16 per Common Share, respectively. Unless otherwise disclosed in any applicable Prospectus Supplement, the Debt Securities, the Warrants, the Subscription Receipts and the Units will not be listed on any securities exchange. Unless the Securities are disclosed to be listed, there will be no market through which these Securities may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation.

The head office of the Company is located at 15 th Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1. The registered office of the Company is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

iii


TABLE OF CONTENTS

Documents Incorporated by Reference 1
   
Forward Looking Statements 3
   
Glossary of CERTAIN Technical Terms 5
   
Cautionary Note to United States Investors Regarding Estimates of Reserves and Measured, Indicated and Inferred Resources 7
   
Note to United States Readers Regarding Differences Between United States and Canadian Financial Reporting Practices 9
   
Currency Presentation and Exchange Rate Information 9
   
Additional Information 10
   
Documents Filed As Part of the Registration Statement 11
   
The Company 11
   
Use of Proceeds 14
   
Consolidated Capitalization 15
   
Prior Sales 15
   
Trading Price and Volume 16
   
Plan of Distribution 17
   
Description of Securities 18
   
Risk Factors 32
   
Certain Income Tax Considerations 48
   
Legal Matters 48
   
Transfer Agent and Registrar 49
   
Interest of Experts 49
   
Enforceability of Civil Liabilities by U.S. Investors 50

You should rely only on the information contained in or incorporated by reference into this Prospectus and in any applicable Prospectus Supplement. The Company has not authorized anyone to provide you with different information. The Company is not making any offer of these Securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date other than the date on the front of those documents or that any information contained in any document incorporated by reference is accurate as of any date other than the date of that document.

Unless the context otherwise requires, references in this Prospectus and any Prospectus Supplement to “we”, “our”, “us”, “Taseko” or the “Company” refer to Taseko Mines Limited and each of its subsidiaries.

iv


C-1

DOCUMENTS INCORPORATED BY REFERENCE

We incorporate by reference into this Prospectus documents that we have filed with securities commissions or similar authorities in Canada, which have also been filed with, or furnished to, the SEC. You may obtain copies of the documents incorporated herein by reference without charge from Taseko Mines Limited, 15 th Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone 778-373-4533) Attn: the Corporate Secretary. These documents are also available electronically from the website of Canadian Securities Administrators at www.sedar.com (“ SEDAR ”) and from the EDGAR filing website of the United States Securities Exchange Commission at www.sec.gov (“ EDGAR ”). The Company’s filings through SEDAR and EDGAR are not incorporated by reference in the Prospectus except as specifically set out herein.

The following documents filed with the securities regulatory authorities in the jurisdictions in Canada in which the Company is a reporting issuer are specifically incorporated by reference into and, except where herein otherwise provided, form an integral part of, this Prospectus:

our annual information form for the year ended December 31, 2016, dated as at March 15, 2017 and filed on March 16, 2017 (our “ 2016 AIF ”);

   

our consolidated financial statements for the years ended December 31, 2016 and 2015 comprised of the consolidated balance sheets as at December 31, 2016 and 2015 and the consolidated statements of comprehensive loss, cash flows and changes in equity for the years then ended, and the notes thereto and the report of the independent auditor thereon, as filed February 22, 2017;

   

our management's discussion and analysis for the year ended December 31, 2016, filed February 22, 2017 (our “ 2016 Annual MD&A ”);

   

our condensed consolidated interim financial statements for the three and nine months ended September 30, 2017 and 2016 and the notes thereto, filed October 26, 2017;

   

our management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2017 and 2016, filed October 26, 2017 (our “ Q3 2017 MD&A ”);

   

the management information circular dated April 24, 2017 with respect to the annual meeting of our shareholders held on June 8, 2017; and

   

our material change report dated June 14, 2017 filed in respect of the closing of our offering of secured notes (our “ June 2017 MCR ”).

In addition, we also incorporate by reference into this Prospectus any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44- 101 – Short Form Prospectus Distributions that are filed by us with a securities commission or similar authority in Canada after the date of this Prospectus and prior to the termination of the offering under any Prospectus Supplement. As discussed below, this Prospectus may expressly update or revise any document incorporated by reference and such document should be deemed so amended or updated hereby.


To the extent that any document or information incorporated by reference into the Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC after the date of the Prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which the Prospectus forms a part. In addition, we may incorporate by reference into the Prospectus, or the registration statement of which it forms a part, other information from documents that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), if and to the extent expressly provided therein.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded to the extent that a statement contained herein, in any Prospectus Supplement or in any other subsequently filed document that is also incorporated or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of the Prospectus.

Upon a new annual information form and related annual financial statements being filed by us with, and where required, accepted by, the applicable securities regulatory authority during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and information circulars and all Prospectus Supplements filed prior to the commencement of our financial year in which a new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

All information permitted under applicable securities legislation to be omitted from the Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with the Prospectus, except in cases where an exemption from such delivery requirements has been obtained. A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Securities covered by that Prospectus Supplement. Investors should read the Prospectus and any applicable Prospectus Supplement carefully before investing in the Company’s Securities.

Any template version of any “marketing materials” (as such term is defined in NI 44-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

2


FORWARD LOOKING STATEMENTS

The Prospectus, including the documents incorporated by reference, contain 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, exploration drilling, exploitation activities, events or developments that we expect to take place in the future, projected costs and plans and objectives. 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”, and similar expressions.

Such statements reflect our management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks 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:

 

uncertainties about the future market price of copper and the other metals that we produce or may seek to produce;

 

 

 

 

changes in general economic conditions, the financial markets and in the demand and market price for our input costs, such as diesel fuel, 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;

 

 

 

 

inherent risks associated with mining operations;

 

 

 

 

the risk of inadequate insurance or inability to obtain insurance to cover mining risks;

 

 

 

 

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;

 

 

 

 

uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns from a mining project;

 

 

 

 

the availability of, and uncertainties relating to the development of, additional financing and infrastructure necessary for the development of our projects;

 

 

 

 

our ability to comply with the extensive governmental regulation to which our business is subject;

 

 

 

 

uncertainties related to the ability to obtain necessary title, licenses and permits for Future Development Projects (as defined below) and project delays due to third party opposition;

 

 

 

 

uncertainties related to unexpected judicial or regulatory proceedings;

 

 

 

 

changes in, and the effects of, the laws, regulations and government policies affecting our exploration and development activities and mining operations, particularly laws, regulations and policies;

 

 

 

 

our dependence solely on our 75% interest in Gibraltar (as defined below) for revenues;

 

 

 

 

our ability to extend existing concentrate off-take agreements or enter into new agreements;

3



 

environmental issues and liabilities associated with mining including processing and stock piling ore;

 

 

 

 

labor strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labor in markets in which we operate mines, or environmental hazards, industrial accidents, equipment failure or other events or occurrences, including third party interference that interrupt the production of minerals in our mines;

 

 

 

 

litigation risks and the inherent uncertainty of litigation;

 

 

 

 

the capital intensive nature of our business both to sustain current mining operations and to develop any new projects;

 

 

 

 

our reliance upon key personnel;

 

 

 

 

the competitive environment in which we operate;

 

 

 

 

the effects of forward selling instruments to protect against fluctuations in copper prices;

 

 

 

 

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

 

 

 

 

risks related to our indebtedness; and

 

 

 

 

other risks detailed from time-to-time in our annual information forms, annual reports, 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 Prospectus under the headings “The Company”, “Use of Proceeds”, “Risk Factors”, in our 2016 AIF under the headings “Description of Business” and “Risk Factors” and in our 2016 Annual MD&A, each of which documents are incorporated by reference into this Prospectus.

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 the forward-looking statements. Material factors or assumptions involved in developing forward-looking statements include, without limitation, that:

 

the price of copper and other metals will not decline significantly or for a protracted period of time;
 

 

 
 

Gibraltar will not experience any significant production disruptions that would materially affect revenues; and
 

 

 
 

we will have sufficient working capital and be able to secure additional funding necessary for the development and continued advancement of our projects.

These factors should be considered carefully and readers are cautioned not to place undue reliance on the forward-looking statements. Readers are cautioned that the foregoing list of risk factors is not exhaustive and it is recommended that prospective investors consult the more complete discussion of risks and uncertainties facing the Company included in the Prospectus. See “ Risk Factors ” for a more detailed discussion of these risks.

4


Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on the information available to us 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 the Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. We disclaim any duty to update any of the forward-looking statements after the date of the Prospectus to conform such statements to actual results or to changes in our expectations except as otherwise required by applicable law.

GLOSSARY OF CERTAIN TECHNICAL TERMS

This Prospectus uses the certain technical terms presented below as they are defined in accordance with the CIM Definition Standards on Mineral Resources and Reserves (the “ 2014 CIM Definition Standards ”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (the “ CIM Council ”). Unless otherwise indicated, all reserve and resource estimates contained in or incorporated by reference in this Prospectus have been prepared in accordance with the CIM Standards, as required by Canadian National Instrument 43-101. The following definitions are reproduced from the latest version of the CIM Standards, which were adopted by the CIM Council on May 10, 2014:

feasibility study 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
   
indicated mineral
resource
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
   
inferred mineral
resource
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
   

5



measured mineral
resource

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

 

mineral reserve

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 reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study

 

mineral resource

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

 

modifying factors

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

 

NI 43-101

Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects , as adopted by the Canadian Securities Administrators

 

pre-feasibility study

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

   

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probable mineral
reserve
The economically mineable part of an Indicated, 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
   
proven mineral
reserve
The economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors
   

In addition, we use the following defined terms in this Prospectus:

BCBCA Business Corporations Act ( British Columbia )
Exchange Act The United States Securities Exchange Act of 1934, as amended
NI 43-101 Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects , as adopted by the Canadian Securities Administrators
SEC The United States Securities and Exchange Commission
U.S. Securities Act The United States Securities Act of 1933, as amended

CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING ESTIMATES OF
RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES

This Prospectus and the documents incorporated by reference herein have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all reserve and resource estimates included or incorporated by reference in this Prospectus have been prepared in accordance with NI 43-101 and 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.

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The Prospectus includes mineral reserve estimates that have been calculated in accordance with NI 43-101 and CIM Standards, as required by Canadian securities regulatory authorities. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and CIM standards (as defined above). These definitions differ from the definitions adopted by the SEC in the SEC’s Industry Guide 7. For United States reporting purposes, SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, applies different standards in order to classify mineralization as a reserve. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Accordingly, the NI 43-101 mineral reserve estimates contained in this Prospectus may not qualify as “reserves” under SEC standards.

In addition, the Prospectus uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” (as defined above) to comply with the reporting standards in Canada. We advise investors that while those terms are recognized and required by Canadian regulations, these terms are not defined terms under SEC Industry Guide 7, are not recognized by the SEC and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into either NI 43-101 or SEC defined mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.

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, 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 rare cases.

It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources, or inferred mineral resources will ever be upgraded to a higher category. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources, or inferred mineral resources in the Prospectus is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

For the above reasons, information contained in the Prospectus and the documents incorporated by reference herein containing descriptions of the Company’s 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.

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NOTE TO UNITED STATES READERS REGARDING DIFFERENCES BETWEEN UNITED
STATES AND CANADIAN FINANCIAL REPORTING PRACTICES

We prepare our financial statements in accordance with International Financial Reporting Standards (“ IFRS ”), as issued by the International Accounting Standards Board (the “ IASB ”), which differs from U.S. generally accepted accounting principles (“ U.S. GAAP ”). Accordingly, our financial statements incorporated by reference in the Prospectus, and in the documents incorporated by reference in this Prospectus, may not be comparable to financial statements of United States companies prepared in accordance with U.S. GAAP.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless stated otherwise or as the context otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to Canadian dollars. References to “$” or “C$” are to Canadian dollars and references to “U.S. dollars” or “US$” are to United States dollars.

Except as otherwise noted in our 2016 AIF and the Company’s financial statements and related management’s discussion and analysis of financial condition and results of operations of the Company that are incorporated by reference into this Prospectus, the financial information contained in such documents is expressed in Canadian dollars.

The high, low, average and closing noon rates for the United States dollar in terms of Canadian dollars for each of the financial periods of the Company ended September 30, 2017, December 31, 2016, and December 31, 2015, as quoted by the Bank of Canada, were as follows:

    Nine months ended     Year ended December     Year ended  
    September 30, 2017     31, 2016     December 31, 2015  
          (expressed in Canadian dollars)  
High   1.3743     1.4589     1.3990  
Low   1.2128     1.2544     1.1728  
Average   1.3074     1.3248     1.2787  
Closing   1.2480     1.3427     1.3840  

On November 30, 2017, the exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = $1.2888.

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ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-10 under the U.S. Securities Act relating to the offering of the Securities. The Prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements included or incorporated by reference in the Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to the exhibits for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference.

We are subject to the informational reporting requirements of the Exchange Act as the Common Shares are registered under Section 12(b) of the Exchange Act. Accordingly, we are required to publicly file reports and other information with the SEC. Under the MJDS, the Company is permitted to prepare such reports and other information in accordance with Canadian disclosure requirements, which are different from United States disclosure requirements.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements in connection with meetings of its shareholders. In addition, the officers, directors and principal shareholders of the Company are exempt from the reporting and short-swing profit recovery rules contained in Section 16 of the Exchange Act.

We file annual reports on Form 40-F with the SEC under the MJDS, which annual reports include:

 

the annual information form;
 

 

 
 

management’s annual discussion and analysis of financial condition and results of operations;
 

 

 
 

consolidated audited financial statements, which are prepared in accordance with IFRS, as issued by the IASB; and
 

 

 
 

other information specified by the Form 40-F.

As a foreign private issuer, we are required to furnish the following types of information to the SEC under cover of Form 6-K:

material information that the Company otherwise makes publicly available in reports that the Company files with securities regulatory authorities in Canada;

   

material information that the Company files with, and which is made public by, the TSX and the NYSE American; and

   

 

material information that the Company distributes to its shareholders in Canada.

Investors may read and copy, for a fee, any document that the Company has filed with or furnished to the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Investors should call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information about the public reference room. Investors may read and download the documents the Company has filed with the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”) at www.sec.gov. Investors may read and download any public document that the Company has filed with the securities commissions or similar regulatory authorities in Canada at www.sedar.com.

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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this Prospectus forms a part:

  (i) the documents set out under the heading “ Documents Incorporate by Reference ”;
     
  (ii) the consents of the Company’s auditor, legal counsel and technical report authors;
     
  (iii) the powers of attorney from the directors and certain officers of the Company; and
     
  (iv) the form of Indenture.

A copy of the form of any warrant indenture, subscription receipt agreement or statement of eligibility of trustee on Form T-1, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with or furnished to the SEC under the U.S. Exchange Act.

THE COMPANY

The Company was incorporated on April 15, 1966 under the laws of the Province of British Columbia and is governed by the BCBCA. Our registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, and our operational head office is located at 15th Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1.

We operate our business through our subsidiaries, as described in our 2016 AIF.

Our sole producing asset is our interest in the Gibraltar Mine, a large copper mine located in central British Columbia. The Gibraltar Mine is the second largest open pit copper mine in Canada, having produced 133 million pounds of copper in 2016 (on a 100% basis). The Gibraltar Mine also produces molybdenum and silver and has an expected mine life of at least 22 years based on proven mineral reserves and probable mineral reserves of 688 million tons at a grade of 0.28% copper equivalent as of December 31, 2016.

We own a 75% beneficial interest in the Gibraltar Mine through an unincorporated joint venture between our wholly-owned subsidiary, Gibraltar Mines Ltd. (“ Gibraltar ”) and Cariboo Copper Corp. (“ Cariboo ”) which owns the remaining 25% interest. Cariboo is a Japanese consortium comprised of Sojitz Corporation, Dowa Metals & Mining Co., Ltd. and Furukawa Co., Ltd. The joint venture is governed by a joint venture operating agreement dated March 18, 2010 (as amended) among us, Gibraltar and Cariboo (the “ JVOA ”).

In addition, we are focused on advancing our development projects (together, the “ Future Development Projects ”):

  the Florence Copper project;
     
  Aley niobium project; and

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  the New Prosperity gold and copper project.

The Future Development Projects are described in detail in our 2016 AIF, with additional information as to updates on the status of these projects included our Q3 2017 MD&A and below under “ Property Updates ”.

We also own the Harmony gold project, a currently dormant exploration stage gold property.

The map below highlights the location of our four properties in British Columbia, Canada, and the Florence Copper property in Arizona, USA.

We are currently focused on optimizing the production of copper and molybdenum from Gibraltar. In recent years at Gibraltar, we have expanded Gibraltar’s ore concentrator, added a second ore concentrator, increased the mining fleet and made other production improvements. In addition, we are working to secure environmental permits for the proposed Future Development Projects as part of our plans to advance these Future Development Projects to the production stage.

On June 14, 2017, we completed a private placement offering of US$250 million aggregate principal amount of 8.75% senior secured notes due 2022 (the “ 2017 Secured Notes ”). We used the net proceeds of the offering and a portion of our then existing cash balance to (i) redeem our previously outstanding US$200 million senior notes due 2019, and (ii) repay our senior secured credit facility (due March 2019) and the related copper call option. The 2017 Secured Notes have been issued under and are governed by a trust indenture dated as of June 14, 2017 among us, certain of our subsidiaries as guarantors, The Bank of New York Mellon, as U.S. trustee, and the BNY Trust Company of Canada, as Canadian co-trustee and collateral agent (the “ 2017 Secured Note Indenture ”). Information on the terms of the 2017 Secured Notes is included in our June 2017 MCR which is incorporated by reference into this Prospectus, and a copy of the 2017 Secured Note Indenture has been filed under the Company’s profile on SEDAR and furnished to the SEC on EDGAR under Form 6-K.

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Property Updates

We are providing additional disclosure on each of our Florence Copper Project, our Aley Project and our Prosperity Project. The disclosure in our 2016 AIF should be read in the context of this updated disclosure:

Florence Copper Project

We have filed an amended and restated technical report on the Florence Copper Project entitled “ NI 43-101 Technical Report – Florence Copper Project ” originally dated February 28, 2017 with an effective date of January 16, 2017, and amended and restated December 4, 2017 (the “ Amended Florence Technical Report ”). The Amended Florence Technical Report amends and restates the original Florence Technical Report entitled “ NI 43-101 Technical Report – Florence Copper Project ” that we filed on SEDAR on March 1, 2017 (the “ Original 2017 Florence Technical Report ”).

The Amended Florence Technical Report did not include any changes to either the mineral resource estimates or the mineral reserve estimates that were included in the Original 2017 Florence Technical Report. Investors may view the Amended Florence Technical Report on SEDAR.

The Amended Florence Technical Report provides expanded disclosure to the data verification, mineral resource estimate and mineral reserve estimate sections of the Original 2017 Florence Technical Report. The expanded mineral resource estimate disclosure included additional information on the resource constraints that were applied in completing the resource estimate contained in the Original 2017 Florence Technical Report. The additional information on resource constraints included assumptions relating to the copper price, injection and recovery well fixed and variable costs, rates of copper recovery and operating costs used in the mineral resource estimate included in the Original 2017 Florence Technical Report. Additional disclosure was added to clarify that the resource estimate in the Original 2017 Florence Technical Report was completed in accordance with the 2014 CIM Definition Standards. The amended reserve estimate disclosure was focused on providing expanded disclosure on the 2014 CIM Definition Standards applied to the estimates of reserves in the Original 2017 Florence Technical Report and to remove references to inferred resources that had originally been included in the reserve discussion in the context of opportunities to expand the reserves.

Aley Project

We have filed an amended and restated technical report on the Aley Project entitled “ Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017 (the “ Amended Aley Technical Report ”). The Amended Aley Technical Report amends and restates the original Aley Technical Report entitled “ Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” that we filed on SEDAR on October 30, 2014 (the “ Original 2014 Aley Technical Report ”).

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The Amended Aley Technical Report did not include any changes to either the mineral resource or mineral reserve estimates that were included in the Original 2014 Aley Technical Report. Investors may view the Amended Aley Technical Report on SEDAR.

The Amended Aley Technical Report provides expanded disclosure to the summary, introduction, reliance on other experts, mineral resource estimate and mineral reserve estimate sections of the Original Aley Technical Report. The expanded mineral resource estimate disclosure included additional information on the resource constraints that were applied in completing the resource estimate contained in the Original 2014 Aley Technical Report. The additional information on resource constraints included assumptions relating to the niobium price, foreign exchange rates, rates of recovery and operating costs used in the mineral resource estimate included in the Original 2014 Aley Technical Report. Additional disclosure was added to clarify that the mineral resource and mineral reserve estimates in the Original 2014 Aley Technical Report were completed in accordance with the 2014 CIM Definition Standards.

Prosperity Project

We are also providing the following updates with respect to the discussion of the Prosperity Project included in our 2016 AIF:

As disclosed in the June 2017 MCR, we have determined that, in light of the current negative position of the federal Canadian government regarding the Environmental Assessment for the Prosperity Project performed in 2013, and notwithstanding our position that the negative outcome was the product of a flawed review process which we are legally challenging, we do not consider the Prosperity Project to be material at this time. While we have reached this determination with respect to reference to our current operations, our assessment of materiality could change and the Prosperity Project may again become material in the event that our legal challenge is successful; and

   

Additionally, we are cautioning investors that the Prosperity Technical Report referenced in our 2016 AIF is now seven years old and readers are advised to exercise caution when assessing its conclusions in light of current operating and capital costs, appropriate technologies, metals price outlooks and like matters. We will update this information if the Prosperity Project once again becomes material to the Company.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of the Securities will be used for general corporate purposes, including funding working capital, potential future acquisitions, debt repayments and capital expenditures. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities.

All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of our general funds, unless otherwise stated in the applicable Prospectus Supplement.

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CONSOLIDATED CAPITALIZATION

There have been no material changes in our share and debt capital, on a consolidated basis, since September 30, 2017, being the date of the Company’s most recently filed unaudited consolidated financial statements incorporated by reference in this Prospectus, other the grants of stock options, issuance of share purchase warrants and issuances of additional common shares upon the exercise of outstanding stock options and share purchase warrants, each as described further below under “Prior Sales”.

PRIOR SALES

The following table sets out details of all Common Shares issued by the Company during the 12 months prior to the date of this Prospectus.

    Price per        
Date   Security/Exercise     Number of  
Common Shares   Price per Security     Securities  
Issued pursuant to exercise of options            
November 2016 $ 0.38     9,000  
December 2016 $ 0.38     22,500  
January 2017 $ 0.38     8,000  
March 2017 $ 0.38-$0.98     272,000  
May 2017 $ 0.38-$1.25     56,000  
June 2017 $ 0.38-$0.98     25,000  
August 2017 $ 0.38-$1.25     266,000  
September 2017 $ 0.98     72,000  
October 2017 $ 0.38-$1.25     168,000  
November, 2017 $ 0.38-$2.27     172,800  
Issued pursuant to exercise of warrants            
February 8, 2017 $ 0.51     2,000,000  
March 20, 2017 $ 0.51     2,000,000  

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The following table sets out details of all securities convertible or exercisable into Common Shares that were issued or granted by the Company during the 12 months prior to the date of this Prospectus.

            Exercise or     Number of Common  
            Conversion Price Per     Shares Issuable Upon  
      Type of Security     Common Share     Exercise or  
                        Date     Issued     ($)     Conversion  
January 6, 2017     Stock Options   $ 1.25     1,910,500  
                     
March 3, 2017     Warrants   $ 2.74     3,000,000  

TRADING PRICE AND VOLUME

Our common shares are listed on the TSX and NYSE American under the trading symbol “TKO” and “TGB”, respectively. The following tables set forth information relating to the trading of the common shares on the TSX and NYSE American for the months indicated.

      TSX Price Range              
Month     High     Low     Total Volume  
November 2016     0.93     0.60    
9,815,496
 
December 2016     1.32     0.84    
12,698,671
 
January 2017     1.94     1.17    
11,180,346
 
February 2017     2.12     1.64    
9,575,443
 
March 2017     1.98     1.53    
8,292,947
 
April 2017     1.82     1.36    
5,207,182
 
May 2017     1.82     1.41    
6,063,649
 
June 2017     1.76     1.46    
2,946,979
 
July 2017     1.89     1.54    
3,089,139
 
August 2017
    2.43     1.83    
11,072,545
 
September 2017
    2.50     2.06    
9,102,598
 
October 2017
    2.96     2.08    
9,236,480
 
November 2017
    2.91     2.50    
8,637,311
 
December 1, 2017
    2.76     2.66    
334,807
 

      NYSE American Price Range (in US$)        
                        Month     High     Low     Total Volume  
November 2016     0.69     0.45     17,461,203  
December 2016     1.00     0.64     17,516,911  
January 2017     1.50     0.86     20,818,209  
February 2017     1.63     1.25     24,607,743  

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      NYSE American Price Range (in US$)        
                        Month     High     Low     Total Volume  
March 2017     1.49     1.15    
19,810,853
 
April 2017     1.36     1.00    
10,573,926
 
May 2017     1.34     1.02    
13,438,297
 
June 2017     1.31     1.11    
10,948,602
 
July 2017     1.53     1.18    
10,789,972
 
August 2017     1.95     1.42    
25,148,018
 
September 2017     2.05     1.68    
29,793,297
 
October 2017     2.46     1.54    
32,930,918
 
November 2017     2.27     1.95    
17,868,821
 
December 1, 2017     2.18     2.07    
810,041
 

PLAN OF DISTRIBUTION

We may sell the Securities to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents, including sales pursuant to ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers. Underwriters may sell Securities to or through dealers. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters, dealers or agents and any fees or compensation payable to them in connection with the offering and sale of a particular series or issue of Securities, the public offering price or prices of the Securities and the proceeds to the Company from the sale of the Securities.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102—Shelf Distributions, including sales made directly on the TSX, NYSE American or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

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Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

In connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Unless otherwise specified in the applicable Prospectus Supplement, we do not intend to list any of the Securities other than the Common Shares on any securities exchange. Any underwriters, dealers or agents to or through which Securities other than the Common Shares are sold by us for public offering and sale may make a market in such Securities, but such underwriters, dealers or agents will not be obligated to do so and may discontinue any such market making at any time and without notice. No assurance can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

DESCRIPTION OF SECURITIES

Common Shares

The holders of Common Shares are entitled to receive notice of any meeting of the shareholders of the Company and to attend and vote thereat, except those meetings at which only the holders shares of another class or of a particular series are entitled to vote. Each Common Share entitles its holder to one vote. The holders of Common Shares are entitled to receive on a pro-rata basis such dividends as the board of directors may declare out of funds legally available therefor. In the event of the dissolution, liquidation, winding-up or other distribution of our assets, such holders are entitled to receive on a pro-rata basis all of assets of the Company remaining after payment of all of liabilities. The Common Shares carry no pre-emptive or conversion rights.

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Warrants

This section describes the general terms that will apply to any Warrants for the purchase of Common Shares. We will not offer Warrants for sale unless the applicable Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved, in accordance with applicable laws, for filing by the securities commissions or similar regulatory authorities in each of the jurisdictions where the Warrants will be offered for.

Subject to the foregoing, we may issue Warrants independently or together with other securities, and Warrants sold with other securities may be attached to or separate from the other securities. Warrants may be issued directly by us to the purchasers thereof or under one or more warrant indentures or warrant agency agreements to be entered into by us and one or more banks or trust companies acting as warrant agent. Warrants, like other Securities that may be sold, may be listed on a securities exchange subject to exchange listing requirements and applicable legal requirements.

This summary of some of the provisions of the Warrants is not complete. The statements made in the Prospectus relating to any warrant agreement and Warrants to be issued under the Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. Investors should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture or warrant agency agreement relating to an offering of Warrants will be filed by us with the applicable securities regulatory authorities in Canada following its execution.

 

The particular terms of each issue of Warrants will be described in the applicable Prospectus Supplement. This description will include, where applicable:

 

the designation and aggregate number of Warrants;
 

 

 
 

the price at which the Warrants will be offered;
 

 

 
 

the currency or currencies in which the Warrants will be offered;
 

 

 
 

the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
 

 

 
 

the number of common shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;
 

 

 
 

the designation and terms of any securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each security;
 

 

 
 

the date or dates, if any, on or after which the Warrants and the related securities will be transferable separately;
 

 

 
 

whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions;
 

 

 
 

material Canadian and United States federal income tax consequences of owning the Warrants; and
 

 

 
 

any other material terms or conditions of the Warrants.

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Subscription Receipts

This section describes the general terms that will apply to any Subscription Receipts that may be offered by us pursuant to the Prospectus. Subscription Receipts may be offered separately or together with Common Shares or Warrants, as the case may be. The Subscription Receipts will be issued under a Subscription Receipt agreement.

In the event we issue Subscription Receipts, we will provide the original purchasers of Subscription Receipts a contractual right of rescission exercisable following the issuance of common shares to such purchasers.

The applicable Prospectus Supplement will include details of the Subscription Receipt agreement covering the Subscription Receipts being offered. A copy of the Subscription Receipt agreement relating to an offering of Subscription Receipts will be filed by us with the applicable securities regulatory authorities after it has been entered into by us. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

  the number of Subscription Receipts;
     
  the price at which the Subscription Receipts will be offered;

 

the procedures for the exchange of the Subscription Receipts into Common Shares or Warrants;
 

 

 
 

the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;
 

 

 
 

the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;
 

 

 
 

terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
 

 

 
 

material Canadian and United States income tax consequences of owning the Subscription Receipts; and
 

 

 
 

any other material terms and conditions of the Subscription Receipts.

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Description of Debt Securities

We may issue Debt Securities in one or more series under an indenture (the “ Indenture ”), to be entered into among the Company, a Canadian trustee and a U.S. trustee. The Indenture will be subject to and governed by the United States Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”). A copy of the form of the Indenture will be filed with the SEC as an exhibit to the registration statement of which this Prospectus forms a part. The following description sets forth certain general material terms and provisions of the Debt Securities and is not intended to be complete. For a more complete description, prospective investors should refer to the Indenture and the terms of the Debt Securities. If Debt Securities are issued, we will describe in the applicable Prospectus Supplement the particular terms and provisions of any series of the Debt Securities and a description of how the general terms and provisions described below may apply to that series of the Debt Securities. Prospective investors should rely on information in the applicable Prospectus Supplement and not on the following information to the extent that the information in such Prospectus Supplement is different from the following information. We will file as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from a report on Form 6-K that the Company furnishes to the SEC, any supplemental indenture describing the terms and conditions of Debt Securities that we are offering before the issuance of such Debt Securities.

We may issue Debt Securities and incur additional indebtedness other than through the offering of Debt Securities pursuant to this Prospectus.

General

The Indenture will not limit the aggregate principal amount of Debt Securities that we may issue under the Indenture and will not limit the amount of other indebtedness that we may incur. The Indenture will provide that we may issue Debt Securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable Prospectus Supplement, the Debt Securities will be unsecured obligations of the Company. The Indenture will also permit us to increase the principal amount of any series of the Debt Securities previously issued and to issue that increased principal amount.

The applicable Prospectus Supplement for any series of Debt Securities that we offer will describe the specific terms of the Debt Securities and may include, but is not limited to, any of the following:

 

the title of the Debt Securities;

 

 

 

any limit on the aggregate principal amount of the Debt Securities and, if no limit is specified, the Company will have the right to re-open such series for the issuance of additional Debt Securities from time to time;

 

 

 

whether the payment of principal, interest and premium, if any, on the Debt Securities will be senior, senior subordinated or subordinated obligations;

 

 

 

whether payment of principal, interest and premium, if any, on the Debt Securities will be secured by certain assets of the Company and any appliable guarantors;

 

 

 

whether payment of the Debt Securities will be guaranteed by any other person;

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the date or dates, or the method by which such date or dates will be determined or extended, on which the principal (and premium, if any) of the Debt Securities of the series is payable;

 

 

 

the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined;

 

 

 

the place or places we will pay principal, premium and interest, if any, and the place or places where Debt Securities can be presented for registration of transfer, exchange or conversion;

 

 

 

whether and under what circumstances we will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the Debt Securities, and whether an on what terms we will have the option to redeem the Debt Securities rather than pay the additional amounts;

     
 

whether we will be obligated to redeem, repay or repurchase the Debt Securities pursuant to any sinking or other provision, or at the option of a holder and the terms and conditions of such redemption, repayment or repurchase;

 

 

 

whether we may redeem the Debt Securities, in whole or in part, prior to maturity and the terms and conditions of any such redemption;


 

the denominations in which we will issue any registered Debt Securities, if other than denominations of $2,000 and any multiple of $1,000 and, if other than denominations of $5,000, the denominations in which any unregistered Debt Security shall be issuable;

 

 

 

whether we will make payments on the Debt Securities in a currency other than U.S. dollars;

 

 

 

whether payments on the Debt Securities will be payable with reference to any index, formula or other method;


   •

whether we will issue the Debt Securities as global securities and, if so, the identity of the depositary for the global securities;

   

 

whether we will issue the Debt Securities as unregistered securities, registered securities or both;

   

 

any changes or additions to, or deletions of, events of default or covenants whether or not such events of default or covenants are consistent with the events of default or covenants in the Indenture;

   

 

the applicability of, and any changes or additions to, the provisions for defeasance described under “Defeasance” below;

   

 

whether the holders of any series of Debt Securities have special rights if specified events occur;

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the terms, if any, for any conversion or exchange of the Debt Securities for any other securities;

   

 

provisions as to modification, amendment or variation of any rights or terms attaching to the Debt Securities; and

   

 

any other terms, conditions, rights and preferences (or limitations on such rights and preferences).

Unless stated otherwise in the applicable Prospectus Supplement, no holder of Debt Securities will have the right to require us to repurchase the Debt Securities and there will be no increase in the interest rate if we become involved in a highly leveraged transaction or if we have a change of control.

We may issue Debt Securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell the Debt Securities at a discount below their stated principal amount. We may also sell any of the Debt Securities for a foreign currency or currency unit, and payments on the Debt Securities may be payable in a foreign currency or currency unit. In any of these cases, we will describe certain Canadian federal and U.S. federal income tax consequences and other special considerations in the applicable Prospectus Supplement.

We may issue Debt Securities with terms different from those of Debt Securities previously issued and, without the consent of the holders thereof, we may reopen a previous issue of a series of Debt Securities and issue additional Debt Securities of such series (unless the reopening was restricted when such series was created).

Guarantees

Our payment obligations under any series of Debt Securities may be guaranteed by certain of our direct or indirect subsidiaries. In order to comply with certain registration statement form requirements under U.S. law, these guarantees may in turn be guaranteed by the Company. The terms of such guarantees will be set forth in the applicable Prospectus Supplement.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable Prospectus Supplement, and except to the extent prescribed by law, each series of Debt Securities shall be senior, unsubordinated and unsecured obligations of the Company and shall rank pari passu and ratably without preference among themselves and pari passu with all other senior, unsubordinated and unsecured obligations of the Company.

Our Board of Directors may establish the extent and manner, if any, to which payment on or in respect of a series of Debt Securities will be senior, senior subordinated or will be subordinated to the prior payment of the Company’s other liabilities and obligations, and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any other person and the nature and priority of any security.

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Debt Securities in Global Form

The Depositary and Book-Entry

Unless otherwise specified in the applicable Prospectus Supplement, a series of the Debt Securities may be issued in whole or in part in global form as a “global security” and will be registered in the name of or issued in bearer form and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement relating to that series. Unless and until exchanged, in whole or in part, for the Debt Securities in definitive registered form, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of the depositary, by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor of the depositary or a nominee of the successor.

The specific terms of the depositary arrangement with respect to any portion of a particular series of the Debt Securities to be represented by a global security will be described in the applicable Prospectus Supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a global security, the depositary therefor or its nominee will credit, on its book entry and registration system, the respective principal amounts of the Debt Securities represented by the global security to the accounts of such persons, designated as “participants”, having accounts with such depositary or its nominee. Such accounts shall be designated by the underwriters, dealers or agents participating in the distribution of the Debt Securities or by the Company if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold beneficial interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary therefor or its nominee (with respect to interests of participants) or by participants or persons that hold through participants (with respect to interests of persons other than participants). The laws of some states in the United States may require that certain purchasers of securities take physical delivery of such securities in definitive form.

So long as the depositary for a global security or its nominee is the registered owner of the global security or holder of a global security in bearer form, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by the global security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have a series of the Debt Securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of such series of the Debt Securities in definitive form and will not be considered the owners or holders thereof under the Indenture.

Any payments of principal, premium, if any, and interest, if any, on global securities registered in the name of a depositary or securities registrar will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security representing such Debt Securities. None of the Company, any trustee or any paying agent for the Debt Securities represented by the global securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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The Company expects that the depositary for a global security or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of such depositary or its nominee. The Company also expects that payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name”, and will be the responsibility of such participants.

Discontinuance of Depositary’s Services

If a depositary for a global security representing a particular series of the Debt Securities is at any time unwilling or unable to continue as depositary or, if at any time the depositary for such series shall no longer be registered or in good standing under the Exchange Act, and a successor depositary is not appointed by us within 90 days, the Company will issue such series of the Debt Securities in definitive form in exchange for a global security representing such series of the Debt Securities. If an event of default under the Indenture has occurred and is continuing, Debt Securities in definitive form will be printed and delivered upon written request by the holder to the appropriate trustee. In addition, the Company may at any time and in the Company’s sole discretion determine not to have a series of the Debt Securities represented by a global security and, in such event, will issue a series of the Debt Securities in definitive form in exchange for all of the global securities representing that series of Debt Securities.

Debt Securities in Definitive Form

A series of the Debt Securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Registered securities will be issuable in denominations of $2,000 and integral multiples of $1,000 and unregistered securities will be issuable in denominations of $5,000 and integral multiples of $5,000 or, in each case, in such other denominations as may be set out in the terms of the Debt Securities of any particular series. Unless otherwise indicated in the applicable Prospectus Supplement, unregistered securities will have interest coupons attached.

Unless otherwise indicated in the applicable Prospectus Supplement, payment of principal, premium, if any, and interest, if any, on the Debt Securities in definitive form will be made at the office or agency designated by the Company, or at the Company’s option the Company can pay principal, interest, if any, and premium, if any, by check mailed to the address of the person entitled at the address appearing in the security register of the trustee or electronic funds wire transfer to an account of persons who meet certain thresholds set out in the Indenture who are entitled to receive payments by wire transfer. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest, if any, will be made to the persons in whose name the Debt Securities are registered at the close of business on the day or days specified by the Company.

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At the option of the holder of Debt Securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount. If, but only if, provided in an applicable Prospectus Supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Indenture. Unless otherwise specified in an applicable Prospectus Supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable Prospectus Supplement may indicate the places to register a transfer of the Debt Securities in definitive form. Service charges may be payable by the holder for any registration of transfer or exchange of the Debt Securities in definitive form, and the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

We shall not be required to:

 

issue, register the transfer of or exchange any series of the Debt Securities in definitive form during a period beginning at the opening of 15 days before any selection of securities of that series of the Debt Securities to be redeemed and ending on the relevant date of notice of such redemption, as provided in the Indenture;
 

 

 
 

register the transfer of or exchange any registered security in definitive form, or portion thereof, called for redemption, except the unredeemed portion of any registered security being redeemed in part;
 

 

 
 

exchange any unregistered security called for redemption except to the extent that such unregistered security may be exchanged for a registered security of that series and like tenor; provided that such registered security will be simultaneously surrendered for redemption; or
 

 

 
 

issue, register the transfer of or exchange any of the Debt Securities in definitive form which have been surrendered for repayment at the option of the holder, except the portion, if any, of such Debt Securities not to be so repaid.

Provision of Financial Information

The Company will file with the Trustee within 15 days after the Company files the same with the SEC, (i) copies of the annual reports containing audited financial statements and copies of quarterly reports containing unaudited financial statements and (ii) copies of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with or furnish to the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

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In the event that the Company is not required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, continue to file with the SEC and provide the Trustee:

within 140 days after the end of each fiscal year, annual reports on Form 20-F, 40-F or Form 10-K, as applicable (or any successor form), containing audited financial statements and the other financial information required to be contained therein (or required in such successor form); and

   

within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K or Form 10-Q (or any successor form), containing unaudited financial statements and the other financial information which, regardless of applicable requirements shall, at a minimum, contain such information required to be provided in quarterly reports under the laws of Canada or any province thereof to security holders of a corporation with securities listed on the Toronto Stock Exchange, whether or not the Company has any of its securities so listed.

Events of Default

Unless otherwise specified in the applicable Prospectus Supplement relating to a particular series of Debt Securities, the following is a summary of events which will, with respect to any series of the Debt Securities, constitute an event of default under the Indenture with respect to the Debt Securities of that series:

 

the Company fails to pay principal of, or any premium on any Debt Security of that series when it is due and payable;

 

 

 

the Company fails to pay interest payable on any Debt Security of that series when it becomes due and payable, and such default continues for 30 days;

 

 

 

the Company fails to make any required sinking fund or analogous payment when due for that series of Debt Securities;

 

 

 

the Company fails to observe or perform any of its covenants or agreements in the Indenture that affect or are applicable to the Debt Securities of that series for 90 days after written notice to the Company by the trustees or to the Company and the trustees by holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series;

 

 

 

certain events involving the Company’s bankruptcy, insolvency or reorganization; and

 

 

 

any other event of default provided for in that series of Debt Securities.

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A default under one series of Debt Securities will not necessarily be a default under another series. A trustee may withhold notice to the holders of the Debt Securities of any default, except in the payment of principal or premium, if any, or interest, if any, if in good faith it considers it in the interests of the holders to do so and so advises the Company in writing.

If an event of default for any series of Debt Securities occurs and continues, a trustee or the holders of at least 25% in aggregate principal amount of the Debt Securities of that series may require the Company to repay immediately:

  the entire principal and interest of the Debt Securities of the series; or
     
  if the Debt Securities are discounted securities, that portion of the principal as is described in the applicable Prospectus Supplement.

If an event of default relates to events involving the Company’s bankruptcy, insolvency or reorganization, the principal of all Debt Securities will become immediately due and payable without any action by the trustee or any holder.

Subject to certain conditions, the holders of a majority of the aggregate principal amount of the Debt Securities of the affected series can rescind and annul an accelerated payment requirement. If Debt Securities are discounted securities, the applicable Prospectus Supplement will contain provisions relating to the acceleration of maturity of a portion of the principal amount of the discounted securities upon the occurrence or continuance of an event of default.

Other than its duties in case of a default, a trustee is not obligated to exercise any of the rights or powers that it will have under the Indenture at the request or direction of any holders, unless the holders offer the trustee reasonable security or indemnity. If they provide this reasonable security or indemnity, the holders of a majority in aggregate principal amount of any series of Debt Securities may, subject to certain limitations, direct the time, method and place of conducting any proceeding for any remedy available to a trustee, or exercising any trust or power conferred upon a trustee, for any series of Debt Securities.

The Company will be required to furnish to the trustees a statement annually as to its compliance with all conditions and covenants under the Indenture and, if the Company is not in compliance, the Company must specify any defaults. The Company will also be required to notify the trustees as soon as practicable upon becoming aware of any event of default.

No holder of a Debt Security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy, unless:

 

the holder has previously given to the trustees written notice of a continuing event of default with respect to the Debt Securities of the affected series;

 

 

 

the holders of at least 25% in principal amount of the outstanding Debt Securities of the series affected by an event of default have made a written request, and the holders have offered reasonable indemnity, to the trustees to institute a proceeding as trustees; and

 

 

 

the trustees have failed to institute a proceeding, and have not received from the holders of a majority in aggregate principal amount of the outstanding Debt Securities of the series affected (or in the case of bankruptcy, insolvency or reorganization, all series outstanding) by an event of default a direction inconsistent with the request, within 60 days after receipt of the holders’ notice, request and offer of indemnity.

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However, such above-mentioned limitations do not apply to a suit instituted by the holder of a Debt Security for the enforcement of payment of the principal of or any premium, if any, or interest on such Debt Security on or after the applicable due date specified in such Debt Security.

Defeasance

When the Company uses the term “defeasance”, it means discharge from its obligations with respect to any Debt Securities of or within a series under the Indenture. Unless otherwise specified in the applicable Prospectus Supplement, if the Company deposits with a trustee cash, government securities or a combination thereof sufficient to pay the principal, interest, if any, premium, if any, and any other sums due to the stated maturity date or a redemption date of the Debt Securities of a series, then at the Company’s option:

  the Company will be discharged from the obligations with respect to the Debt Securities of that series; or
     
  the Company will no longer be under any obligation to comply with certain restrictive covenants under the Indenture and certain events of default will no longer apply to the Company.

If this happens, the holders of the Debt Securities of the affected series will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of Debt Securities and the replacement of lost, stolen, destroyed or mutilated Debt Securities. These holders may look only to the deposited fund for payment on their Debt Securities.

To exercise the defeasance option, the Company must deliver to the trustees:

  an opinion of counsel in the United States to the effect that the holders of the outstanding Debt Securities of the affected series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of a defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;
     
  an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding Debt Securities of the affected series will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of a defeasance and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had the defeasance not occurred; and
     
  a certificate of one of the Company’s officers and an opinion of counsel, each stating that all conditions precedent provided for relating to defeasance have been complied with.

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If the Company is to be discharged from its obligations with respect to the Debt Securities, and not just from the Company’s covenants, the U.S. opinion must be based upon a ruling from or published by the United States Internal Revenue Service or a change in law to that effect.

In addition to the delivery of the opinions described above, the following conditions must be met before the Company may exercise its defeasance option:

  no event of default or event that, with the passing of time or the giving of notice, or both, shall constitute an event of default shall have occurred and be continuing for the Debt Securities of the affected series;
     
  the Company is not an “insolvent person” within the meaning of applicable bankruptcy and insolvency legislation; and
     
  other customary conditions precedent are satisfied.

Modification and Waiver

Modifications and amendments of the Indenture may be made by the Company and the trustees pursuant to one or more Supplemental Indentures (a “Supplemental Indenture”) with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Debt Securities of each series affected by the modification. However, without the consent of each holder affected, no such modification may:

 

change the stated maturity of the principal of, premium, if any, or any instalment of interest, if any, on any Debt Security;
 

 

 
 

reduce the principal, premium, if any, or rate of interest, if any, or change any obligation of the Company to pay any Additional Amounts;
 

 

 
 

reduce the amount of principal of a debt security payable upon acceleration of its maturity or the amount provable in bankruptcy;
 

 

 
 

change the place or currency of any payment;
 

 

 
 

affect the holder’s right to require the Company to repurchase the Debt Securities at the holder’s option;
 

 

 
 

impair the right of the holders to institute a suit to enforce their rights to payment;
 

 

 
 

adversely affect any conversion or exchange right related to a series of Debt Securities;
 

 

 
 

reduce the percentage of Debt Securities required to modify the Indenture or to waive compliance with certain provisions of the Indenture; or
 

 

 
 

reduce the percentage in principal amount of outstanding Debt Securities necessary to take certain actions.

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The holders of at least a majority in principal amount of outstanding Debt Securities of any series may on behalf of the holders of all Debt Securities of that series waive, insofar as only that series is concerned, past defaults under the Indenture and compliance by the Company with certain restrictive provisions of the Indenture. However, these holders may not waive a default in any payment of principal, premium, if any, or interest on any Debt Security or compliance with a provision that cannot be modified without the consent of each holder affected.

The Company may modify the Indenture pursuant to a Supplemental Indenture without the consent of any holders to:

 

evidence its successor under the Indenture;
 

 

 
 

add covenants of the Company or surrender any right or power of the Company for the benefit of holders;
 

 

 
 

add events of default;
 

 

 
 

provide for unregistered securities to become registered securities under the Indenture and make other such changes to unregistered securities that in each case do not materially and adversely affect the interests of holders of outstanding Debt Securities;
 

 

 
 

establish the forms of the Debt Securities;
 

 

 
 

appoint a successor trustee under the Indenture;
 

 

 
 

add provisions to permit or facilitate the defeasance and discharge of the Debt Securities as long as there is no material adverse effect on the holders;
 

 

 
 

cure any ambiguity, correct or supplement any defective or inconsistent provision or make any other provisions in each case that would not materially and adversely affect the interests of holders of outstanding Debt Securities, if any; or
 

 

 
 

change or eliminate any provisions of the Indenture where such change takes effect when there are no Debt Securities outstanding which are entitled to the benefit of those provisions under the Indenture.

Governing Law

The Indenture and the Debt Securities will be governed by and construed in accordance with the laws of the State of New York.

The Trustee

The Trustee under the Indenture or its affiliates may provide banking and other services to the Corporation in the ordinary course of their business.

The Indenture will contain certain limitations on the rights of the Trustee, as long as it or any of its affiliates remains the Corporation's creditor, to obtain payment of claims in certain cases or to realize on certain property received on any claim as security or otherwise. The Trustee and its affiliates will be permitted to engage in other transactions with the Corporation. If the Trustee or any affiliate acquires any conflicting interest and a default occurs with respect to the Debt Securities, the Trustee must eliminate the conflict or resign.

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Resignation and Removal of Trustee

A trustee may resign or be removed with respect to one or more series of the Debt Securities and a successor trustee may be appointed to act with respect to such series.

Consent to Jurisdiction and Service

Under the Indenture, the Corporation will irrevocably appoint an authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Offered Debt Securities or the Indenture that may be instituted in any United States federal or New York state court located in The City of New York, and will submit to such non-exclusive jurisdiction.

Units

We may issue Units comprised of one or more of the other Securities described in the Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units.

RISK FACTORS

Before making an investment decision to purchase any Securities, investors should carefully consider the information described in this Prospectus and the documents incorporated or deemed incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described in the 2016 AIF, in the 2016 MD&A and any other risk factors described herein or in a document incorporated or deemed incorporated by reference herein, which investors should carefully consider before investing. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated or deemed incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the adverse effects set out in the risk factors described herein, in the 2016 AIF, in the 2016 MD&A, in another document incorporated or deemed incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company's business, financial condition and results of operations. The Company cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the adverse effects set out in the risk factors herein, in the 2016 AIF, in the 2016 Annual MD&A, in the other documents incorporated or deemed incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

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Risks relating to our business and our industry

Changes in the market price of copper, molybdenum 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 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;
 

 

 
 

 

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 interest rates and currency values;
 

 

 
 

global mine supply of metal;
 

 

 
 

global demand for industrial products and jewelry containing metals; and
 

 

 
 

sales by central banks and other holders, speculators and producers of copper, gold 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 and economic growth in China, which is the largest consumer of refined copper in the world. 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.

A decrease in the market price of copper and molybdenum would affect the profitability of Gibraltar and our ability to finance the exploration and development of our other mineral properties, which would have a material adverse effect on our business and results of operations. 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, gold and other metals are discovered, there is no assurance that a profitable market will exist or continue to exist for a production decision to be made or for the ultimate sale of the metals.

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 our Future Development Projects. We do not currently enter into foreign currency contracts to hedge against currency risk.

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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:

  uncertainties inherent in estimating mineral reserves and mineral resources;
     
  environmental hazards;

 

discharge of pollutants or hazardous chemicals;
 

 

 
 

industrial or environmental accidents;
 

 

 
 

machinery breakdown;
 

 

 
 

metallurgical and other processing problems;
 

 

 
 

unusual or unexpected rock formations and other geological problems;
 

 

 
 

structural cave-ins or slides;
 

 

 
 

flooding;
 

 

 
 

fire;
 

 

 
 

metals losses; and
 

 

 
 

periodic interruptions due to inclement or hazardous weather conditions.

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.

We may not be able to obtain adequate insurance to cover these risks at economically feasible premiums. 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.

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The need for infrastructure could delay or prevent us from developing our Future Development Projects.

Completion of the development of our Future 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 our Future Development Projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that:

  the development of our projects will be commenced or completed on a timely basis, if at all;
     
  the resulting operations will achieve the anticipated production volume; or
     
  the construction costs and ongoing operating costs associated with the development of our Future Development Projects will not be higher than anticipated.

Our Future Development Projects, which are still under development, and will 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.

The Future 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.

Moreover, completion of the Future Development Projects is subject to, among other things, the commercial availability of adequate financing. Even if financing is available, the 2017 Secured Note Indenture contains, and agreements for future financings will likely contain, a number of restrictive covenants that impose significant financial restrictions on us, including on our ability to incur additional debt. These restrictions could significantly limit our ability to obtain adequate financing for the development of the Future Development Projects. Without funds available to finance construction and development activities, the Future Development Projects may not be completed and the potential benefits of the Future Development Projects may never be realized. There can be no assurance that the Future Development Projects will ever materially contribute to our revenues, and capital expenditures for our Future Development Projects may materially adversely affect our business and results of operations.

In addition, there can be no assurance that our exploration efforts will result in the discovery of significant mineralization or that any mineralization discovered will result in an increase of our proven mineral reserves or probable mineral 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. The combination of these factors may cause us to expend significant resources (financial and otherwise) on a property without receiving a return on investment.

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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:

  environmental protection;
     
  management and use of toxic substances and explosives;
     
  management of tailings and other wastes generated by our operations;
     
  management of natural resources;
     
  exploration and development of mines, production and post-closure reclamation;
     
  exports;
     
  price controls;
     
  taxation;

  labor standards and occupational health and safety, including mine safety; and
     
  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 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.

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 our Future Development Projects or to advance our exploration-stage Harmony gold project. Furthermore, our leasehold interests could potentially be at risk if mining operations are not commenced during the term of the lease.

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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 the planned development of the Future 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.

Although the Florence Copper project was previously permitted for a period and has obtained a number of the required permits, licenses and approvals, the Florence Copper project is currently updating and amending certain permits through a well-defined amendment process, but there can be no assurance as to the outcome of this process. There are, and may in the future be, legal challenges to the validity of permits, licenses and approvals obtained by Florence Copper project, 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.

There is considerable uncertainty as to our ability to obtain the required permits for development of the Prosperity Project. The Federal Minister of the Environment has concluded under its environmental assessment completed under the Canadian Environmental Assessment Act, 2012 that the project is likely to cause significant adverse environmental effects that cannot be mitigated. We disagree with this determination and have filed application in the Canadian Federal Court for a judicial review of the decision of the Minister of the Environment with the objective of obtaining a court order that would quash the Minister’s decision. We have also filed a civil claim in the British Columbia Supreme Court in which we are seeking damages from the government of Canada in connection with our allegation that it failed to meet the legal duties that were owed to us in carrying out the environmental review process. Given the uncertainty inherent in these legal proceedings and the current decision of the Minister, there is considerable uncertainty as to whether we will be able to obtain the required permitting for the development of the New Prosperity project. As a result, we no longer consider this project material to our operations.

Aboriginal peoples’ title claims and rights to consultation and accommodation may impact our ability to expand our existing operations and proceed with our Future 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 Future Development Projects and may impact the manner in which we proceed with the development of these projects.

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Changes in government rules, regulations or agreements, or their application, may negatively affect our ownership rights, our access to or our ability to advance the exploration and development of our mineral properties.

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 our ownership rights with respect to our mineral properties or our access to the properties. These may restrain or block our ability to advance the exploration and development of our mineral properties or significantly increase the costs and timeframe to advance the properties.

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.

Our Future Development Projects are in various stages of development (and the Harmony gold project remains an exploration-stage property). However, until these 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 condition.

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.

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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.

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 unfavorable.

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. 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. 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.

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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.

We are subject to risks related to litigation.

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. Given the uncertain nature of these actions, we cannot reasonably predict the outcome thereof. If we are unable to win or favorably settle any lawsuits, it may have a material adverse effect on us.

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.

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The Florence, Aley and New Prosperity projects will each require substantial financing to be arranged prior to construction and development of these properties. Such financing could include a possible combination of debt and equity financing. On May 12, 2010, we entered into a gold streaming transaction agreement for the New Prosperity project with Franco-Nevada Corporation (“ Franco-Nevada ”), whereby we may receive funding in staged deposits totaling US$350 million. The investment by Franco-Nevada is subject to (among other conditions) the condition precedent that the Prosperity project plan that we had agreed with them must receive appropriate governmental approval. Because our revised New Prosperity project plan is not the one we agreed with Franco-Nevada in 2010, this condition will not be satisfied, and so Franco-Nevada may currently terminate this agreement on ten business days’ written notice to Taseko. However, we believe Franco-Nevada currently has no economic incentive to do so. If our revised mine proposal is ultimately accepted by the authorities, we intend to seek Franco-Nevada’s agreement to reconfirm the terms of our gold streaming transaction with them, but there is no assurance that Franco-Nevada will agree to provide such reconfirmation. The investment by Franco-Nevada is also subject to certain other conditions precedent which we may not be able to satisfy. There can be no assurance that gold stream, debt or equity financing will be available on acceptable terms. Other risks include those typical of large mine development projects, including the general uncertainties inherent in engineering and construction costs, the need to comply with generally increasing environmental regulation, opposition by aboriginal peoples and environmental groups, and accommodation of local and community concerns. The economics of the feasibility study are sensitive to the U.S. dollar and Canadian dollar exchange rate, and this rate has been subject to large fluctuations in the last several years.

Our ability to operate our company efficiently could be impaired if we lose key personnel or fail to continue to attract qualified personnel.

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.

There is no assurance that we will be able to renegotiate our existing union agreement for Gibraltar when it expires in 2021.

We have a union agreement in place for our unionized employees at Gibraltar which expires in 2021. 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 labor costs or both. A lengthy strike or other labor disruption could have a material adverse effect on our business and results of operations.

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 the Gibraltar Mine with the British Columbia Ministry of Energy and Mines and to post security for the estimated costs to complete this reclamation and mine closure work. The Gibraltar reclamation and mine closure plans are updated every five years and the amount of the bond is agreed based on this plan. The most recent five year reclamation and closure plan was submitted in March 2017 and bond and cash security of $47.4 million (100% basis) has been posted as of September 30, 2017 to meet reclamation bonding requirements for the Gibraltar Mine. Additional security in the amount of $6.5 million has been provided to meet reclamation bonding requirements for the Florence Project and this amount may need to be increased in the future. The Company has also recorded total provisions for environmental rehabilitation for all its properties of $94.6 million in our consolidated financial statements as of September 30, 2017, which has been calculated in accordance with International Financial Reporting Standards. 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.

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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 the Florence Copper project have in the past, and may in the future, file legal challenges to the validity of permits, licenses and approvals obtained by Florence Copper project, 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.

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 may be adversely affected by our inability to control operating costs.

Our profitability depends in part on our ability to control operating costs. Increased demand for and cost of labor, services, equipment and other key inputs, such as diesel fuel, steel, concrete and electricity, could cause operating costs at Gibraltar 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 exploration, development or construction costs, result in project delays, or both. Increases in operating costs at Gibraltar may materially adversely affect our business and results of operations.

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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.

Risks Relating to our Indebtedness

Our high level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

Our total long-term debt was $318.3 million as of September 30, 2017. Our high level of indebtedness could have important consequences to us:

 

making it more difficult for us to satisfy our obligations with respect to the 2017 Secured Notes and any other existing or future debt;

 

 

 

 

limiting our ability to obtain additional financing to fund Future Development Projects, working capital, capital expenditures, acquisitions or other general corporate purposes;

 

 

 

 

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;

 

 

 

 

increasing our vulnerability to general adverse economic and industry conditions;

 

 

 

 

limiting our flexibility in planning for and reacting to changes in the industry in which we operate;

 

 

 

 

placing us at a disadvantage compared to other, less leveraged competitors; and

 

 

 

 

increasing our cost of borrowing.

In addition, the 2017 Secured Note Indenture contains, 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, which could further exacerbate the risks associated with our high level of indebtedness.

The terms of the 2017 Secured Note Indenture permit us to incur substantial additional indebtedness in the future, including to finance working capital, capital expenditures, investments or acquisitions and including under any future credit facility, as defined in the 2017 Secured Note Indenture (a “ Future Credit Facility ”) or other “First Lien Debt”, as defined in the 2017 Secured Note Indenture (“ First Lien Debt ”). Although the 2017 Secured Note Indenture 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.

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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 2017 Secured Notes, 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 2017 Secured Notes, or to fund our other liquidity needs. 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 2017 Secured Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the 2017 Secured Notes, 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 favorable 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:

  transfer and sell assets;
     
  pay dividends or distributions on our capital stock, repurchase our capital stock, make payments on subordinated indebtedness and make certain investments;

  incur additional debt;
 

 

 
 

create or incur liens on our assets;
 

 

 
 

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;
 

 

 
 

merge, amalgamate or consolidate with another company; and
 

 

 
 

enter into transactions with affiliates.

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The covenants in the 2017 Secured Note Indenture are subject to certain exceptions and qualifications. In addition, if we enter into a Future Credit Facility in the future, it will likely contain 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 2017 Secured Note Indenture, 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 noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

As a result of restrictions contained in the 2017 Secured Note Indenture, 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 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. Any downgrade by a rating agency may result in higher borrowing costs and could decrease earnings. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.

Our 2017 Secured Notes are denominated in U.S. dollars, and we may incur additional debt in the future denominated in U.S. dollars.

The 2017 Secured Notes 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 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 2017 Secured Note Indenture.

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If a change of control (as defined in the 2017 Secured Note Indenture) occurs, we will be required to offer to purchase the 2017 Secured Notes at 101% of their principal amount plus accrued and unpaid interest. Our ability to repurchase 2017 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 2017 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.

Risks Related to Future Offerings

There is no existing trading market for the Warrants, Subscription Receipts, Debt Securities or Units.

There is no existing trading market for the Warrants, Subscription Receipts, Debt Securities or Units. As a result, there can be no assurance that a liquid market will develop or be maintained for those Securities, or that a purchaser will be able to sell any of those Securities at a particular time (if at all). We may not list the Warrants, Subscription Receipts, Debt Securities or Units on any Canadian or U.S. securities exchange.

Changes in the market price of our common shares may be unrelated to our results of operations and could have an adverse impact on the Company Our Common Shares are listed on the TSX and the NYSE American. The price of our Common Shares is likely to be significantly affected by (i) short-term changes in the prices of copper and molybdenum, and (ii) changes to our financial condition or results of operations as reflected in our quarterly earnings reports. Other factors unrelated to our performance may also have an effect on the price of our Common Share, such as: a reduction in analytical coverage by investment banks with research capabilities; a drop in trading volume and general market interest in the Company’s securities; and a substantial decline in the price of the Company Shares that persists for a significant period of time. As a result of any of these factors, the market price of our Common Shares at any given point in time will be subject to volatility and may not accurately reflect their long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Sales May Affect the Market Price of the Company Shares.

In order to finance future operations, we may determine to raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. We cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of our securities will have on the market price of our Common Shares. These sales may have an adverse impact on the market price of our Common Shares.

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Our management will have substantial discretion concerning the use of proceeds.

Our management will have substantial discretion concerning the use of proceeds of an offering under any Prospectus Supplement as well as the timing of the expenditure of the proceeds thereof. As a result, investors will be relying on the judgment of management as to the specific application of the proceeds of any offering of Securities under any Prospectus Supplement. Management may use the net proceeds of any offering of Securities under any Prospectus Supplement in ways that an investor may not consider desirable. The results and effectiveness of the application of the net proceeds are uncertain.

There is no assurance that we will pay dividends in the future

We have not paid any dividends on our Common Shares to date. Payment of any future dividends, if any, will be at the discretion of our board of directors after taking into account many factors, including our operating results, financial condition, and current and anticipated cash needs. Accordingly, there is no assurance that we will pay any future dividends on our Common Shares

There is currently no market through which the Securities, other than the Common Shares, may be sold.

There is currently no market through which the Securities, other than our Common Shares, may be sold and, unless otherwise specified in the applicable Prospectus Supplement, any Warrants, Subscription Receipts and Units will not be listed on any securities or stock exchange or any automated dealer quotation system. As a consequence, purchasers may not be able to resell the Securities, other than the Common Shares, purchased under this Prospectus. This may affect the pricing of our Securities, other than our Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. There can be no assurance that an active trading market for our Securities will develop or, if developed, that any such market, including for our Common Shares, will be sustained.

Risks Related to the Company being a Canadian Company

The Company is a Canadian company and shareholder protections differ from shareholder protections in the United States and elsewhere.

We are organized and exist under the laws of British Columbia, Canada and, accordingly, are governed by the BCBCA. The BCBCA differs in certain material respects from laws generally applicable to United States corporations and shareholders, including the provisions relating to interested directors, mergers and similar arrangements, takeovers, shareholders’ suits, indemnification of directors and inspection of corporation records.

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The Company is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such is exempt from certain provisions applicable to United States domestic public companies.

Because we are a “foreign private issuer” under the U.S. Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

the rules under the U.S. Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
 

 

 
 

the sections of the U.S. Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the U.S. Exchange Act;
 

 

 
 

the sections of the U.S. Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
 

 

 
 

the selective disclosure rules by issuers of material non-public information under Regulation FD.

We are required to file an annual report on Form 40-F with the United States Securities and Exchange Commission within three months of the end of each fiscal year. We do not intend to voluntarily file annual reports on Form 10-K and quarterly reports on Form 10-Q in lieu of Form 40-F requirements. For so long as we choose to only comply with foreign private issuer requirements, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you if you were investing in a U.S. domestic issuer.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain Canadian federal income tax consequences to investors described therein of acquiring Securities.

The applicable Prospectus Supplement will also describe certain United States federal income tax consequences of the acquisition, ownership and disposition of Securities by an initial investor who is a “U.S. person” (within the meaning of the United States Internal Revenue Code), if applicable, including, to the extent applicable, any such consequences relating to Securities payable in a currency other than the United States dollar, issued at an original issue discount for United States federal income tax purposes or other special terms.

LEGAL MATTERS

Certain legal matters relating to the Securities offered by this Prospectus will be passed upon for us by (i) McMillan LLP, Vancouver, B.C., with respect to matters of Canadian law, and (ii) Jones Day LLP with respect to matters of United States law.

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TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares of the Company is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia and Toronto, Ontario.

INTEREST OF EXPERTS

The following are the names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

  McMillan LLP, as the Company’s counsel with respect to Canadian legal matters;
 

 

 
 

KPMG LLP, Chartered Accountants, as the external auditor of the Company who reported on the Company’s audited financial statements for the years ended December 31, 2016 and 2015, as filed on SEDAR and incorporated into this Prospectus by reference;
 

 

 
 

Scott Jones, P.Eng., Qualified Person for the Company, as defined by NI 43-101, with respect to the respect to the following technical reports referred to in our 2016 AIF and in this prospectus:

o “Technical Report on the 357 Million Ton Increase in Mineral Reserves at the Gibraltar Mine” dated June 24, 2011;
     
o “Technical Report on the 344 million tonne increase in mineral reserves at the Prosperity Gold – Copper Project” dated December 17, 2009;
     
o Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017;
     
o “Technical Report on the Mineral Reserve Update at the Gibraltar Mine” dated June 15, 2015;

  Ronald G. Simpson, P.Geo., Qualified Person for the Company, as defined by NI 43-101, respect to the with respect to the following technical reports referred to in our 2016 AIF and in this prospectus:

o Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017;
     
  o “Technical Report Aley Carbonatite Niobium Project” dated March 29, 2012;

  Robert Rotzinger, P.Eng., Qualified Person for the Company, as defined by NI 43-101, with respect to the respect to the following technical report referred to in our 2016 AIF and in this prospectus:

49



o ““ Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017;

  Keith Merriam, P.Eng., Qualified Person for the Company, as defined by NI 43-101, with respect to the respect to the following technical report referred to in our 2016 AIF and in this prospectus:

o Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017;

  Greg Yelland, P.Eng., Qualified Person for the Company, as defined by NI 43-101, with respect to the respect to the following technical report referred to in our 2016 AIF and in this prospectus:

o Technical Report on Mineral Reserves at the Aley Project, British Columbia Canada ” originally dated October 30, 2014 with an effective date of September 15, 2014, and amended and restated December 4, 2017; and

  Dan Johnson, P.E., Qualified Person for the Company, as defined by NI 43-101, with respect to the respect to the following technical report referred to in our 2016 AIF and in this prospectus:

o NI 43-101 Technical Report – Florence Copper Project ” originally dated February 28, 2017 with and effective date of January 16, 2017, and amended and restated December 4, 2017;

With respect to each of the aforementioned firms or persons other than KPMG LLP, to our knowledge, each of such firms or persons holds less than 1% of the outstanding securities of the Company or of any associate or affiliate of the Company when they prepared the reports referred to above or following the preparation of such reports. None of the such firms or persons received any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such reports. Based on information provided by the relevant persons and with the exception of Scott Jones, P.Eng, Robert Rotzinger, P.Eng., Keith Merriam, P. Eng. and Dan Johnson, P.E., each of whom is an employee of the Company, none of the such firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

KPMG LLP are the auditors of the Company and have confirmed with respect to the Company, that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant US professional and regulatory standards.

ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. INVESTORS

The Company is a corporation existing under the Business Corporations Act (British Columbia). All but one of our directors, all of our officers, and all of the experts named in the Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a majority of our assets, are located outside the United States. We have appointed an agent for service of process in the United States, but it may be difficult for holders of the Securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of the Securities who reside in the United States to realize upon judgments of courts of the United States predicated upon the Company’s civil liability and the civil liability of its directors, officers and experts under the United States federal securities laws.

50


We have been advised by our Canadian legal counsel, McMillan LLP, that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by McMillan LLP, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws.

We have filed with the SEC, concurrently with our registration statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed our subsidiary Florence Copper Inc. as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court arising out of, related to, or concerning the offering of the Securities under the Prospectus.

51


II- 1

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification of Directors and Officers.

Taseko Mines Limited, Gibraltar Mines Ltd., Curis Resources Ltd. and Curis Holdings (Canada) Ltd.

         Taseko Mines Limited, Gibraltar Mines Ltd., Curis Resources Ltd. and Curis Holdings (Canada) Ltd. (each a “ BC Registrant ”) are subject to the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”).

         Under Section 160 of the BCBCA, an individual who:

  is or was a director or officer of the BC Registrant,
     
is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the BC Registrant, or (ii) at the request of the BC Registrant, or
     
at the request of the BC Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, the heirs and personal or other legal representatives of that individual (collectively, an “ eligible party ”), may be indemnified by the BC Registrant against a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, a proceeding (an “ eligible penalty ”) in which, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the BC Registrant or an associated corporation, (a) the eligible party is or may be joined as a party, or (b) the eligible party is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding (“ eligible proceeding ”) to which the eligible party is or may be liable. Section 160 of the BCBCA also permits the BC Registrant to pay the expenses actually and reasonably incurred by an eligible party after the final disposition of the eligible proceeding.

Under Section 161 of the BCBCA, the BC Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.

Under Section 162 of the BCBCA, the BC Registrant may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided the BC Registrant must not make such payments unless it first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, the eligible party will repay the amounts advanced.

Under Section 163 of the BCBCA, the BC Registrant must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the BCBCA, as the case may be, if any of the following circumstances apply:

  if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the BC Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;


II- 2

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the BC Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

   

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the BC Registrant or the associated corporation, as the case may be; or

   

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

If an eligible proceeding is brought against an eligible party by or on behalf of the BC Registrant or by or on behalf of an associated corporation, the BC Registrant must not either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable in respect of the proceeding, or, after the final disposition of an eligible proceeding, pay the expenses of the eligible party under Sections 160, 161 or 162 of the BCBCA in respect of the proceeding.

Under Section 164 of the BCBCA, the Supreme Court of British Columbia may, on application of the BC Registrant or an eligible party, order the BC Registrant to indemnify the eligible party or to pay the eligible party’s expenses, despite Sections 160 to 163 of the BCBCA.

The articles of a company may affect its power or obligation to give an indemnity or pay expenses. As indicated above, this is subject to the overriding power of the Supreme Court of British Columbia under Section 164 of the BCBCA.

Under the articles of each BC Registrant, subject to the provisions of the BCBCA, each BC Registrant must indemnify a director or former director of the BC Registrant and the heirs and legal personal representatives of all such persons against all eligible penalties to which such person is or may be liable, and the BC Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and officer is deemed to have contracted with the BC Registrant on the terms of the indemnity contained in the BC Registrant’s articles. The failure of a director or officer of the BC Registrant to comply with the BCBCA or the articles of the BC Registrant does not invalidate any indemnity to which such person is entitled under the BC Registrant’s articles.

Under the articles of each BC Registrant, each BC Registrant may purchase and maintain insurance for the benefit of any eligible party against any liability incurred by such party as a director, officer or person who holds or held an equivalent position.

Underwriters, dealers or agents who participate in a distribution of securities registered hereunder may be entitled under agreements to be entered into with each BC Registrant to indemnification by each BC Registrant against certain liabilities, including liabilities under the U.S. Securities Act, and applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

Aley Corporation

Aley Corporation is organized pursuant to the provisions of the Canada Business Corporations Act , as amended (the “ CBCA ”). Section 124 of the CBCA provides as follows:

1.

Indemnification . A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.



II- 3

2.

Advance of costs . A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfill the conditions of subsection (3).

   
3.

Limitation . A corporation may not indemnify an individual under subsection (1) unless the individual:


  (a)

acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation's request; and

     
  (b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.


4.

Indemnification in derivative actions . A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

   
5.

Right to Indemnity . Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity:


  (a)

was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

     
  (b)

fulfils the conditions set out in subsection (3).


6.

Insurance . A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual:


  (a)

in the individual's capacity as a director or officer of the corporation; or

     
  (b)

in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation's request.


7.

Application to court . A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

   
8.

Notice to Director . An applicant under subsection (7) shall give the Director appointed under the CBCA notice of the application and the Director appointed under the CBCA is entitled to appear and be heard in person or by counsel.

   
9.

Other notice . On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

Aley Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers except where the liability relates to the person's failure to act honestly and in good faith and with a view to the best interests of the BC Registrant. The directors and officers are not required to pay any premium in respect of the insurance. The policy contains standard industry exclusions.

Florence Copper


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The officers and directors of Florence Copper Inc. (“ Florence Copper ”) are indemnified as provided by the Nevada Revised Statutes (“ NRS ”), its articles of incorporation and its bylaws. The following provides a summary of the indemnification provisions relating to the officers and directors of Florence Copper as set forth in the NRS, its articles of incorporation and its bylaws:

Nevada Revised Statutes

Section 78.5702 of the NRS provides as follows:

1.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

   
2.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

   
3.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.751 of the NRS provides as follows:

1.

Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:


  (a)

By the stockholders;

     
  (b)

By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

     
  (c)

If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

     
  (d)

If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.


2.

The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.



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3.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:


  (a)

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

     
  (b)

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation

The articles of incorporation of Florence Copper do not limit the automatic director immunity from liability under the NRS.

The articles of incorporation of Florence Copper further provide that, to the fullest extent permitted by NRS 78, a director or officer of the company will not be personally liable to the company or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

 

acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or
 

 

 
 

the payment of distributions in violation of NRS 78.300, as amended.

The articles of incorporation of Florence Copper further provide that:

it will indemnify to the fullest extent permitted by law any person (the “ Indemnitee ”) made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the company) by reason of the fact that he or she is or was a director of the company or is or was serving as a director, officer, employee or agent of another entity at the request of the company or any predecessor of the company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding; and

   

it will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by the company, in advance of the final disposition of such proceeding; provided that the company has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.

Indemnification for Liabilities under the U.S. Securities Act

Insofar as indemnification for liabilities arising under the U.S. Securities Act, may be permitted to directors, officers or persons controlling each Registrant pursuant to the foregoing provisions, each Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act and is therefore unenforceable.


II- 6

EXHIBIT INDEX

Exhibit No.

Description

4.1

Annual Information Form dated March 15, 2017 for the fiscal year ended December 31, 2016 (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.2

Consolidated financial statements of the Company for the fiscal years ended December 31, 2016 and 2015 comprised of the consolidated balance sheets as at December 31, 2016 and 2015 and the consolidated statements of comprehensive loss, cash flows and changes in equity for the years then ended, and the notes thereto and the report of the independent auditor thereon (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.3

Management’s discussion and analysis for the year ended December 31, 2016 (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.4

Condensed consolidated interim financial statements for the three and nine months ended September 30, 2017 and 2016 and the notes thereto (incorporated by reference to the Company’s Form 6-K furnished to the Commission on October 27, 2017)

 

4.5

Management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2017 (incorporated by reference to the Company’s Form 6- K furnished to the Commission on October 27, 2017)

   

4.6

Management information circular dated April 24, 2017 with respect to the annual meeting of shareholders held on June 8, 2017 (incorporated by reference to the Company’s Form 6-K furnished to the Commission on May 8, 2017)

   

4.7

Summary Description of the Notes and Supplemented Risk Factors included in the material change report dated June 14, 2017 filed in respect of the closing of offering of secured notes (incorporated by reference to the Company’s Form 6-K furnished to the Commission on June 14, 2017)

   

5.1

Consent of KPMG LLP (1)

 

5.2

Consent of McMillan LLP (1)

 

5.3

Consent of Scott Jones, P. Eng. (1)

 

5.4

Consent of Ronald G. Simpson, P. Geo (1)

   

5.5

Consent of Robert Rotzinger, P. Eng. (1)

   

5.6

Consent of Keith Merriam, P. Eng. (1)

   

5.7

Consent of Greg Yelland, P. Eng. (1)

   

5.8

Consent of Dan Johnson, P. Eng. (1)

   

6.1

Powers of Attorney (2)

   

7.1

Form of Trust Indenture (1)


(1)

Filed as an exhibit to this registration statement on Form F-10.

   
(2)

Included on the signature pages hereto.



III- 1

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking .

Each 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 this Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process.

Concurrently with the filing of this Registration Statement, the Registrants have filed with the Commission a written Appointment of Agent for Service of Process and Undertaking on Form F-X.

Any change to the name or address of the Registrants’ agent for service of process shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement.


III- 2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form F-10 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Canada, on this 4th day of December, 2017.

  TASEKO MINES LIMITED
   
  By: /s/ Russell E. Hallbauer
  Name:    Russell E. Hallbauer
  Title:      President and Chief Executive Officer
     
  GIBRALTAR MINES LTD.
   
  By: /s/ Russell E. Hallbauer
  Name:     Russell E. Hallbauer
  Title:       President and Chief Executive Officer
     
  ALEY CORPORATION
   
  By: /s/ Russell E. Hallbauer
  Name:     Russell E. Hallbauer
  Title:       Chief Executive Officer
     
  CURIS RESOURCES LTD.
   
  By: /s/ Russell E. Hallbauer
  Name:     Russell E. Hallbauer
  Title:       President and Chief Executive Officer
     
  CURIS HOLDINGS (CANADA) LTD.
   
  By: /s/ Russell E. Hallbauer
  Name:      Russell E. Hallbauer
  Title:        President and Chief Executive Officer
     
  FLORENCE COPPER INC.
   
  By: /s/ Russell E. Hallbauer
  Name:     Russell E. Hallbauer
  Title:       President and Chief Executive Officer


III- 3

SIGNATURES AND POWERS OF ATTORNEY WITH RESPECT TO
TASEKO MINES LIMITED

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart McDonald, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
/s/ Russell E. Hallbauer    
Russell E. Hallbauer   President and Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Stuart McDonald    
Stuart McDonald   Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
/s/ Ronald W. Thiessen    
Ronald W. Thiessen   Director and Chairman
     
/s/ William Armstrong    
William Armstrong   Director
     
/s/ Alexander G. Morrison    
Alexander G. Morrison   Director
     
/s/ Robert A. Dickinson    
Robert A. Dickinson   Director
     
/s/ Geoffrey Alan Burns    
Geoffrey Alan Burns   Director
     
/s/ Richard Alan Mundie    
Richard Alan Mundie   Director
     
/s/ Linda Thorstad    
Linda Thorstad   Director
     
/s/ Anu Dhir    
Anu Dhir   Director


III- 4

SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
GIBRALTAR MINES LTD.

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart McDonald, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
     
/s/ Russell E. Hallbauer   President and Chief Executive Officer and
Russell E. Hallbauer   Director (Principal Executive Officer)
     
/s/ Stuart McDonald   Chief Financial Officer (Principal Financial
Stuart McDonald   Officer and Principal Accounting Officer)
     
/s/ Ronald W. Thiessen    
Ronald W. Thiessen   Director
     
/s/ Robert A. Dickinson    
Robert A. Dickinson   Director


III- 5

SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
ALEY CORPORATION

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Trevor Thomas, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
     
/s/ Russell E. Hallbauer   President and Chief Executive Officer and
Russell E. Hallbauer   Director (Principal Executive Officer)
     
/s/ Trevor Thomas    
Trevor Thomas   Director


III- 6

SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
CURIS RESOURCES LTD.

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart McDonald and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
     
/s/ Russell E. Hallbauer   President and Chief Executive Officer and
Russell E. Hallbauer   Director (Principal Executive Officer)
     
/s/ Stuart McDonald   Chief Financial Officer (Principal Financial
Stuart McDonald   Officer and Principal Accounting Officer)
     
/s/ John McManus    
John McManus   Director


III- 7

SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO CURIS HOLDINGS (CANADA) LTD.

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart McDonald, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
     
/s/ Russell E. Hallbauer   President and Chief Executive Officer and
Russell E. Hallbauer   Director (Principal Executive Officer)
     
/s/ Stuart McDonald   Chief Financial Officer (Principal Financial
Stuart McDonald   Officer and Principal Accounting Officer)
     
/s/ John McManus    
John McManus   Director


III- 8

SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO FLORENCE COPPER INC.

Each person whose signature appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart McDonald, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 4 th day of December, 2017.

                                              Signature                                                     Title
     
/s/ Russell E. Hallbauer   President and Chief Executive Officer and
Russell E. Hallbauer   Director (Principal Executive Officer)
     
/s/ Stuart McDonald   Treasurer (Principal Financial
Stuart McDonald   Officer and Principal Accounting Officer)
     
/s/ John McManus    
John McManus   Director


III- 9

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in its capacity as the duly authorized representative of the Registrants in the United States, on this 4 th day of December, 2017.

  Florence Copper Inc.
     
  By:  
    /s/ Stuart McDonald
  Name: Stuart McDonald
  Title: Treasurer


EXHIBIT INDEX

Exhibit No.

Description

4.1

Annual Information Form dated March 15, 2017 for the fiscal year ended December 31, 2016 (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.2

Consolidated financial statements of the Company for the fiscal years ended December 31, 2016 and 2015 comprised of the consolidated balance sheets as at December 31, 2016 and 2015 and the consolidated statements of comprehensive loss, cash flows and changes in equity for the years then ended, and the notes thereto and the report of the independent auditor thereon (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.3

Management’s discussion and analysis for the year ended December 31, 2016 (incorporated by reference to the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016 filed on March 16, 2017)

 

4.4

Condensed consolidated interim financial statements for the three and nine months ended September 30, 2017 and 2016 and the notes thereto (incorporated by reference to the Company’s Form 6-K furnished to the Commission on October 27, 2017)

 

4.5

Management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2017 (incorporated by reference to the Company’s Form 6- K furnished to the Commission on October 27, 2017)

   

4.6

Management information circular dated April 24, 2017 with respect to the annual meeting of shareholders held on June 8, 2017 (incorporated by reference to the Company’s Form 6-K furnished to the Commission on May 8, 2017)

   

4.7

Summary Description of the Notes and Supplemented Risk Factors included in the material change report dated June 14, 2017 filed in respect of the closing of offering of secured notes (incorporated by reference to the Company’s Form 6-K furnished to the Commission on June 14, 2017)

   

5.1

Consent of KPMG LLP (1)

 

5.2

Consent of McMillan LLP (1)

 

5.3

Consent of Scott Jones, P. Eng. (1)

 

5.4

Consent of Ronald G. Simpson, P. Geo (1)

   

5.5

Consent of Robert Rotzinger, P. Eng. (1)

   

5.6

Consent of Keith Merriam, P. Eng. (1)

   

5.7

Consent of Greg Yelland, P. Eng. (1)

   

5.8

Consent of Dan Johnson, P. Eng. (1)

   

6.1

Powers of Attorney (2)

   

7.1

Form of Trust Indenture (1)


(1)

Filed as an exhibit to this registration statement on Form F-10.

   
(2)

Included on the signature pages hereto.



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