UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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Commission File Number:
001-31965
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TASEKO MINES LIMITED
(Exact name of Registrant as specified in its charter)
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British Columbia
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1040
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Not Applicable
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(Province or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code)
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(I.R.S. Employer
Identification No.)
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15
th
Floor 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
(778)
373-4533
(Address and telephone number of Registrants principal executive offices)
Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(800)
927-9800
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities
registered or to be registered pursuant to section 12(b) of the Act:
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Shares, no par value
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NYSE American
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed
with this Form:
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☒ Annual Information Form
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☒
Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the Registrants classes of capital or common stock
as of the close of the period covered by the annual report:
226,999,734
Common Shares as of December
31, 2017
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files).
Yes ☐
No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the
Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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The term new or revised financial accounting standard refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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INTRODUCTORY INFORMATION
Taseko Mines Limited (the
Company
or
Taseko
) is a Canadian public company whose common shares are listed
on the Toronto Stock Exchange and the NYSE American Exchange (the
NYSE American
). Taseko is a foreign private issuer as defined in
Rule 3b-4
under Securities Exchange Act of
1934, as amended (the
Exchange Act
), and is eligible to file this annual report on
Form 40-F
(the
Annual Report
) pursuant to the multi-jurisdictional disclosure
system (the
MJDS
).
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits to this annual report are incorporated by reference herein:
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Document
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Exhibit No.
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Annual Information Form of the
Company for the year ended December 31, 2017 (the
AIF
)
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99.5
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Audited consolidated financial
statements of the Company for the years ended December 31, 2017 and 2016, including the report of independent registered public accounting firm with respect thereto (the
Audited Financial Statements
)
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99.6
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Managements Discussion and
Analysis of the Company for the year ended December 31, 2017 (the
MD&A
)
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99.7
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NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
International Financial Reporting Standards
The Company is permitted under the MJDS to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different
from those of the United States.
The Companys Audited Consolidated Financial Statements that are incorporated by reference into
this Registration Statement have been prepared in accordance with International Financial Reporting Standards (
IFRS
) as issued by the International Accounting Standards Board (the
IASB
).
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule
13a-15(e)
under the Exchange Act to mean
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuers management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Managements Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures, as defined in Rule
13a-15(e),
were effective as at December 31, 2017.
See Internal Controls Over Financial Reporting and Disclosure Controls and Procedures on page 27 of the MD&A incorporated
herein by reference.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Internal Control over Financial Reporting
Internal control over financial reporting is defined in Rule
13a-15(f)
and
15d-15(f)
of the Exchange Act as a process designed by, or under the supervision of, the issuers principal executive and principal financial officers and effected by the issuers board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the companys assets that may have a material effect on the financial statements.
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Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Managements Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule
13a-15(f)
of the Exchange Act) for the Company.
With the participation of the CEO and CFO, management
carried out an evaluation of the Companys internal control over financial reporting as at December 31, 2017. In making this evaluation, the Companys management used the framework established in Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this evaluation, management concluded that the Companys internal control over financial reporting was effective as at
December 31, 2017.
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A copy of managements report on the effectiveness of our internal controls is included
under Managements Report on Internal Control Over Financial Reporting on page 3 of our Audited Consolidated Financial Statements incorporated herein by reference.
Attestation Report of the Registered Public Accounting Firm
The Company is required to provide an attestation report of the Companys independent registered public accounting firm on internal
control over financial reporting as of December 31, 2017. In this report, the Companys auditor, KPMG LLP, must state its opinion as to the effectiveness of the Companys internal control over financial reporting as of
December 31, 2017. KPMG LLP has audited the Companys internal controls over financial reporting and has issued an attestation report on the Companys internal control over financial reporting as of December 31, 2017 which is
included in our Audited Consolidated Financial Statements incorporated herein by reference.
No Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred during the period covered by this
Annual Report that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2017 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT AND RISK COMMITTEE
The disclosure provided under Composition of Audit and Risk Committee on page 87 of our AIF incorporated herein by reference. The
Companys Board of Directors has established a separately-designated Audit and Risk Committee of the Board in accordance with Section 3(a)(58)(A) of the Exchange Act.
AUDIT AND RISK COMMITTEE FINANCIAL EXPERT
The Companys Board of Directors has determined that Richard Mundie, Geoffrey Burns, and Alex Morrison, members of the Audit and Risk
Committee of the Board, are audit committee financial experts (as that term is defined in Item 407 of Regulation
S-K
under the Exchange Act) and are independent directors under applicable laws and regulations
and the requirements of the NYSE American Exchange.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under Principal Accountant Fees and Services on page 88 of our AIF incorporated herein by reference.
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AUDIT AND RISK COMMITTEE
PRE-APPROVAL
POLICIES AND
PROCEDURES
The disclosure provided under Audit and Risk
CommitteePre-Approval
Policies and Procedures on page 88 of our AIF incorporated herein by reference.
OFF-BALANCE
SHEET ARRANGEMENTS
The Company has not entered into any
off-balance
sheet arrangements that have or are reasonably likely
to have a current or future effect on the Companys financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
The disclosures provided under Commitments and contingencies on page 18 of our MD&A incorporated herein by reference.
CODE OF ETHICS
The
disclosure provided under Code of Ethics on page 88 of our AIF incorporated herein by reference.
During the Companys
fiscal year ended December 31, 2017, the Company did not (i) substantively amend its Code of Ethics or (ii) grant a waiver, including any implicit waiver, from any provision of its Code of Ethics with respect to any of the directors,
executive officers or employees subject to it.
NYSE AMERICAN CORPORATE GOVERNANCE
The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The
Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE American, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations
mandated by the Sarbanes-Oxley Act of 2002).
Section 110 of the NYSE American company guide permits NYSE American to consider the
laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required
to provide written certification from independent local counsel that the
non-complying
practice is not prohibited by home country law. A description of the significant ways in which the Companys
governance practices differ from those followed by domestic companies pursuant to NYSE American standards is contained on the Companys website at www.tasekomines.com
The Companys governance practices also differ from those followed by U.S. domestic companies pursuant to NYSE American listing standards
in the following manner:
Board Meetings
Section 802 (c) of the NYSE American Company Guide requires that the Board of Directors hold meetings on at least a quarterly basis. The
Board of Directors of the Company is not required to meet on a quarterly basis under the laws of the Province of British Columbia.
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Solicitation of Proxies
NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these
proxies shall be solicited pursuant to a proxy statement that conforms to applicable SEC proxy rules. Since the Company is a foreign private issuer, the equity securities of the Company are exempt from the proxy rules set forth in Sections 14(a),
14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholders
Approval for Dilutive Private Placement Financings
Section 713 of the NYSE American Company Guide requires that the Company
obtain the approval of its shareholders for share issuances equal to 20 percent or more of presently outstanding shares for a price which is less than the greater of book or market value of the shares. This requirement does not apply to public
offerings. There is no such requirement under British Columbia law or under the Companys home stock exchange rules (Toronto Stock Exchange (TSX)) unless the dilutive financing:
(i)
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materially affects control of the issuer;
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(ii)
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provides consideration to insiders in the aggregate of 10% or greater of the issuers market
capitalization or outstanding shares, or a
non-diluted
basis, where certain conditions are met; and
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(iii)
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is in respect of private placement or an acquisition where the issuer will issue shares in excess of 25% of
its presently outstanding shares, on a
non-diluted
basis.
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The Company will seek
a waiver from NYSE Americans section 713 requirements should a dilutive private placement financing trigger the NYSE American shareholders approval requirement in circumstances where the same financing does not trigger such a requirement
under British Columbia law or under the TSX rules.
The Company believes that there are otherwise no significant differences between its
corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE American. In particular, in addition to having a separate Audit and Risk Committee, the Companys Board of Directors has
established a separately-designated Compensation Committee that materially meets the requirements for a compensation committee under section 805 of the NYSE American Company Guide, as currently in force.
Copies of the Companys corporate governance materials are available on the Companys website at www.tasekomines.com (under the
About Us / Corporate Governance tabs). In addition, the Company is required by National Instrument
58-101
of the Canadian Securities Administrators,
Disclosure of Corporate Governance Practices
, to
describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Companys shareholders in connection with annual meetings of shareholders.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (
Dodd-Frank Act
),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety
violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
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The Company did not have any mines in the United States during the fiscal year ended
December 31, 2017.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form
40-F;
the securities in relation to which the obligation to file an
annual report on Form
40-F
arises; or transactions in said securities.
CONSENT TO SERVICE OF
PROCESS
The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form
F-X
signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 26, 2018
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TASEKO MINES LIMITED
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By:
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/s/ Stuart McDonald
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Stuart McDonald
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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99.1
(1)
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Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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99.2
(1)
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Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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99.3
(1)
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Certification of Chief Executive Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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99.4
(1)
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Certification of Chief Financial Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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99.5
(1)
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Annual Information Form of the Company for the year ended December 31, 2017
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99.6
(1)
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Audited consolidated balance sheets as at December
31, 2017 and 2016 and the consolidated statements of comprehensive income (loss), changes in equity, and cash flows for the years ended December
31, 2017 and 2016, including the notes thereto and reports of the Companys independent registered public accounting firm thereon and on the effectiveness of the Companys internal control over financial reporting as of December
31, 2017
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99.7
(1)
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Managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2017
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99.8
(1)
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Consent of KPMG LLP
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99.9
(1)
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Consent of Scott Jones, P. Eng.
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99.10
(1)
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Consent of Ronald G. Simpson, P. Geo.
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99.11
(1)
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Consent of Keith Merriam, P. Eng.
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99.12
(1)
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Consent of Robert Rotzinger, P. Eng.
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99.13
(1)
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Consent of Greg Yelland, P. Eng.
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99.14
(1)
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Consent of Dan Johnson, P.E.
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99.15
(1)
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Supplemental Indenture, dated March 26, 2018
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(1)
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Filed as an exhibit to this Annual Report on Form
40-F
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