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

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on Following Pages)

 

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Item 1.	Security and Issuer.
Item 2.	Identity and Background.
Item 3.	Source and Amount of Funds or Other Consideration.
Item 4.	Purpose of Transaction.
Item 5.	Interest in Securities of the Issuer.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 7.	Items to Be Filed As Exhibits.
Signature

 

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This Amendment No. 1 (“Amendment No. 1”) amends and restates and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons identified herein on January 13, 2016 with respect to the Common Shares (as defined herein) of the Issuer (as defined herein). On February 26, 2016, the Issuer filed a lawsuit in the Federal District Court for the District of Columbia alleging that the Schedule 13D filed with the SEC on January 13, 2016 did not contain all required information. A copy of the complaint is filed as Exhibit 99.2 to this Report. The Reporting Persons dispute that the January 13, 2016 Schedule 13D did not contain all required information. Any supplemental information provided herein in response to the Issuer’s complaint is provided solely to moot the Issuer’s claims at the outset and the provision of such information does not constitute an admission or acknowledgment that such information was required to be included in the January 13, 2016 Schedule 13D, which the Reporting Persons expressly deny. Substantially all powers to control and manage the business and affairs of Raging River (as defined herein) are vested exclusively in RC LLC (as defined herein), the general partner of Raging River. The limited partners of Raging River are passive investors who do not play a role in managing the affairs of Raging River.

 

Item 1.                   Security and Issuer.

 

The class of securities to which this Schedule 13D relates is the common shares, no par value (“Common Shares”) of Taseko Mines Ltd. (the “Issuer”). The principal executive offices of the Issuer are at 1040 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4H1.

 

Item 2.                   Identity and Background.

 

This Schedule 13D is being filed by: (i) Raging River Capital LP (“Raging River”); (ii) Raging River Capital GP LLC (“RC LLC”); (iii) Granite Creek Partners, LLC (“Granite”); (iv) Mark Radzik (“Radzik”); (v) Westwood Capital LLC (“Westwood”); (vi) Henry Park (“Park”); (vii) Paul M. Blythe Mining Associates Inc. (“Blythe Mining”); (viii) Paul Blythe (“Blythe”); and (ix) Nathan Milikowsky.

 

The principal business addresses of each of: (i) Raging River, RC LLC, Granite, Radzik, Westwood and Park is 222 West Adams, Suite 1980, Chicago, Illinois 60606; (ii) Blythe Mining and Blythe is 4-115 First St., Suite 201, Collingwood, Ontario L9Y 4W3; and (iii) Nathan Milikowsky is Jordanmill Ventures LLC, 822 Boylston Street, Chestnut Hill, MA 02467.

 

Raging River, a Delaware limited partnership, is primarily engaged in the business of investing in securities. RC LLC, a Delaware limited liability corporation, is primarily engaged in the business of serving as the general partner of Raging River. Granite, a Delaware limited liability corporation, is primarily engaged in the business investing in securities and is a managing member of RC LLC. Radzik’s present principal occupation or employment is serving as a Principal of Granite. Westwood, a Connecticut limited liability corporation, is primarily engaged in the business of investing in securities and is a managing member of RC LLC. Park’s present principal occupation or employment is serving as Chief Investment Officer and Principal of Westwood. Blythe Mining, a corporation incorporated in Ontario, is primarily engaged in the mining services industry and is a managing member of RC LLC. Blythe’s present principal occupation or employment is serving as President of Blythe Mining. Nathan Milikowsky’s present principal occupation or employment is as an investor engaged in the business of investing in securities and he is a managing member of RC LLC. Mr. Milikowsky, together with Blythe, Blythe Mining, Park, Westwood, Radzik, Granite, Raging River and RC LLC, (the “Reporting Persons”) are in a position to determine the investment and voting decisions made by RC LLC and Raging River.

 

The name, citizenship, principal occupation and business address for each director, executive officer, general partner or controlling member of the Reporting Persons is set forth on Appendix A hereto.

 

During the last five years, none of the Reporting Persons, or any person named in Appendix I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor have any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                   Source and Amount of Funds or Other Consideration.

 

The 13,900,100 Common Shares reported herein by the Reporting Persons were acquired on the dates, in the amounts and at the prices per share set forth on Appendix B, for an aggregate purchase price of approximately $4,705,645.00 (including brokerage commissions). The source of funding for the acquisition of Common Shares held by the Reporting Persons was the general working capital of Raging River from the respective capital contributions of the limited partners of the Amended and Restated Limited Partnership Agreement of Raging River Capital LP dated December 21, 2015 (the “Raging River LP Agreement”), a copy of which is filed as Exhibit 99.3 to this report.

 

Item 4.                   Purpose of Transaction.

 

The information set forth or incorporated in Items 3 and 6 hereof are incorporated herein by reference.

 

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The Reporting Persons engaged Cowen & Company, a registered broker-dealer, to execute the purchase of the Common Shares in the open market. The Reporting Persons acquired the Common Shares for investment purposes because they believed the Common Shares represented an attractive investment opportunity. The Reporting Persons have had and intend to have discussions with management of the Issuer (“Management”) relating to, among other things, the Issuer’s corporate governance, capital allocation (including financing alternatives), capital structure, the size and composition of the Board and strategic alternatives.

 

On January 13, 2016, Raging River requisitioned a meeting of shareholders: (i) to remove, by special resolution, each of Ronald Thiessen, Russel Hallbauer and Robert Dickinson as directors of the Issuer (the “Director Removal Resolution”); (ii) if the Director Removal Resolution is passed, to set the number of directors at nine (9) and to elect Raging River’s nominees Blythe, Randy Davenport, Park and Radzik as new directors (the “Concerned Shareholder Nominees”); and (iii) if the Director Removal Resolution is not passed, to set the number of directors at twelve (12) and elect the Concerned Shareholder Nominees. A copy of the shareholder meeting requisition notice is filed as Exhibit 99.4 to this report.

 

If elected, the Concerned Shareholder Nominees will (i) align the board of directors of the Issuer’s (the “Board”) interest with those of the Issuer’s shareholders, including by performing a strategic review, assessing management compensation and evaluating the relationship between Taseko and Hunter Dickinson going forward; (ii) increase shareholder value by working together with the Issuer’s stakeholders to evaluate opportunities to reduce liabilities, divest non-core assets and move projects forward; and (iii) focus on managing the Issuer’s balance sheet debt and position the Issuer to take advantage of the rebound in copper prices.

 

On February 29, 2016, Raging River sent a letter (the “Financing Letter”) to the Issuer stating their general view that the Issuer did not require financing but that, if the Board determines to proceed with any financing, Raging River would be prepared to provide financing of up to CAD$20 million. A copy of the Financing Letter is filed as Exhibit 99.5 to this report.

 

In December 2015 and January and February 2016, the Reporting Persons acquired the Issuer’s 7.75% senior notes due 2019 with an aggregate cost of $6,040,323 (excluding accrued interest) (the “Notes”). In addition to the Notes acquired by the Reporting Persons, Raging River Capital 2 LLC (“RC 2 LLC”), a Delaware limited liability company established solely as an investment vehicle for Notes of the Issuer, acquired in December 2015 and February 2016, the Issuer’s 7.75% senior notes due 2019 with an aggregate cost of $2,873,737 (excluding accrued interest) (the “Additional Notes”). RC 2 LLC does not own any securities of the Issuer other than the Additional Notes. RC 2 LLC acquired the Additional Notes for investment purposes because it believed that they represented an attractive investment opportunity. Raging River, Granite, Westwood and Blythe Mining are Members of RC 2 LLC, but only have an interest in the Additional Notes if sold.

 

The Reporting Persons intend to discuss such matters identified above not only with Management and the Board, but also with other shareholders of the Issuer and third parties and may take other steps to bring about changes to increase shareholder value, including but not limited to changes involving Board composition, as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Shares or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5.                   Interest in Securities of the Issuer.

 

a)             The aggregate percentage of Common Shares reported to be beneficially owned by the Reporting Persons is based upon 221,808,638 Common Shares outstanding as of February 22, 2016, which is the total number of Common Shares outstanding as of February 22, 2016, as reported in the Issuer’s Management Discussion and Analysis on Form 6-K filed on February 24, 2016.

 

At the close of business on March 7, 2016, the Reporting Persons may be deemed to beneficially own 13,900,100 Common Shares, constituting approximately 6.3% of the Common Shares outstanding.

 

b)             RC LLC has shared voting power and shared dispositive power over the 13,900,100 Common Shares held by Raging River, by virtue of RC LLC’s role as the general partner of Raging River, and accordingly, RC LLC may be deemed to be a beneficial owner of such shares. Each of Granite, Westwood, Blythe Mining and Nathan Milikowsky have shared voting power and shared dispositive power over the 13,900,100 Common Shares held by Raging River, by virtue of their role as managing members of RC LLC, and accordingly, each of Granite, Westwood, Blythe Mining and Nathan Milikowsky may be deemed to be a beneficial owners of such shares. Each of Mark Radzik, Henry Park and Paul Blythe have shared voting power and shared dispositive power over the 13,900,100 Common Shares held by Raging River, by virtue of Mr. Radzik’s role as the Principal of Granite, Mr. Park’s role as the Principal of Westwood and Mr. Blythe’s role as President of Blythe Mining, and accordingly, Mr. Radzik, Mr.Park or Mr. Blythe may be deemed to be a beneficial owner of such shares.

 

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c)              Appendix B hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Common Shares effected during the past 60 days by the Reporting Persons.

 

d)             No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.

 

e)              Not applicable.

 

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

As noted above, on February 26, 2016, the Issuer filed a lawsuit in the Federal District Court for the District of Columbia alleging that the Schedule 13D filed with SEC on January 13, 2016 did not contain all required information. A copy of the complaint is attached as Exhibit 99.2 to this Report. The Reporting Persons dispute that the January 13, 2016 Schedule 13D did not contain all required information. Any supplemental information provided herein in response to the Issuer’s complaint is provided solely to moot the Issuer’s claims at the outset and the provision of such information does not constitute an admission or acknowledgment that such information was required to be included in the January 13, 2016 Schedule 13D, which the Reporting Persons expressly deny.

 

The Raging River LP Agreement, entered into by and among Raging River, as its general partner, and Granite, Westwood, System Harbour Limited (“SHL”), Nathan Milikowsky, Daniel Milikowsky, Daniel Milikowsky Family Holdings, LLC (“Family Holdings”), Carroll Avenue Partners LLC (“Carroll”), Barry Holdings LLC (“Barry”), Jonathan Lee, Blythe Mining, RL Davenport Resources, Inc. (“RLD”) and Foundation Capital Management, LLC (“Foundation”), each as a limited partner, states that the principal objective of Raging River is to restore investor confidence in and increase shareholder returns at the Issuer through effecting changes in the Issuer’s board of directors. The Raging River LP Agreement states that in order to achieve this objective, Raging River will acquire Common Shares and Notes of the Issuer and carry out a concerned shareholder campaign in respect of the Issuer, which campaign may include, among other things, retaining a proxy solicitor, engaging legal counsel on behalf of the Raging River, preparing and distributing shareholder materials and pursuing legal remedies either through regulatory authorities or courts, as appropriate, and engaging in such activities incidental or ancillary thereto as determined by the RC LLC in its sole discretion. A copy of the Raging River LP Agreement has been filed herewith as Exhibit 99.2 and incorporated herein by reference. Substantially all powers to control and manage the business and affairs of Raging River (as defined herein) are vested exclusively in RC LLC (as defined herein), the general partner of Raging River. The limited partners of Raging River are passive investors who do not play a role in managing the affairs of Raging River.

 

The Amended and Restated Operating Agreement of Raging River Capital GP LLC, dated December 21, 2015 (the “RC LLC Agreement”) entered into by and among Granite, Westwood, Blythe Mining and Jonathan G. Lee Partners LLC (“Lee Partners”), each as members, states that RC LLC’s principal objective is to act as the general partner for one or more investment vehicles, and to engage in such activities incidental or ancillary thereto. A copy of the RC LLC Agreement has been filed herewith as Exhibit 99.6 and is incorporated herein by reference.

 

The Amended and Restated Operating Agreement of Raging River Capital 2 LLC, dated December 18, 2015 (the “RC 2 LLC Agreement”) entered into by and among Granite, Westwood, Blythe Mining, Raging River, Lee Partners and Wanxiang America Corporation (“WAC”), each as members, states that the exclusive purposes and functions of RC 2 LLC are to use the capital contributions of the members to purchase and hold the Additional Notes, and to engage in other activities incidental thereto. WAC is exclusively a holder of the Notes and is not an owner of any Common Shares. A copy of the RC 2 LLC Agreement has been filed herewith as Exhibit 99.7 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of RC 2 LLC, dated December 18, 2015 (the “WAC Subscription Agreement”), entered into between WAC and RC 2 LLC. The WAC Subscription Agreement admits WAC as a subscriber of RC 2 LLC and a states that RC 2 LLC will invest in debt of the Issuer. A form of the membership subscription agreement to the RC 2 LLC Agreement executed by WAC has been filed herewith as Exhibit 99.8 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “Barry Subscription Agreement”), entered into between Barry and Raging River. The Barry Subscription Agreement admits Barry as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Barry has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “Carroll Subscription Agreement”), entered into between Carroll and Raging River. The Carroll Subscription Agreement admits Carroll as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Carroll has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “D.M. Subscription Agreement”), entered into between Daniel Milikowsky and Raging River. The D.M. Subscription Agreement admits Daniel Milikowsky as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Daniel Milikowsky has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “Family Holdings

 

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Subscription Agreement”), entered into between Family Holdings and Raging River. The Family Holdings Subscription Agreement admits Family Holdings as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Family Holdings has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “Foundation Subscription Agreement”), entered into between Foundation and Raging River. The Foundation Subscription Agreement admits Foundation as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Foundation has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “J.L. Subscription Agreement”), entered into between Jonathan Lee and Raging River. The J.L. Subscription Agreement admits Jonathan Lee as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Jonathan Lee has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “N.M. Subscription Agreement”), entered into between Nathan Milikowsky and Raging River. The N.M. Subscription Agreement admits Nathan Milikowsky as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Nathan Milikowsky has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “Blythe Mining Subscription Agreement”), entered into between Blythe Mining and Raging River. The Blythe Mining Subscription Agreement admits Blythe Mining as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by Blythe Mining has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “RLD Subscription Agreement”), entered into between RLD and Raging River. The RLD Subscription Agreement admits RLD as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by RLD has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

The Subscription Agreement and Subscriber Questionnaire of Raging River, dated December 21, 2015 (the “SHL Subscription Agreement”), entered into between SHL and Raging River. The SHL Subscription Agreement admits SHL as a limited partner of Raging River and a states that Raging River will invest in stock and debt of the Issuer. A form of the LP subscription agreement to the Raging River LP Agreement executed by SHL has been filed herewith as Exhibit 99.9 and is incorporated herein by reference.

 

Item 7.                       Items to be Filed as Exhibits.

 

Exhibit 99.1		Joint Filing Agreement of the Reporting Issuers (incorporated by reference to the Schedule 13D of the Reporting Persons filed on January 13, 2016)
Exhibit 99.2		Complaint filed by the Issuer in the Federal District Court for the District of Columbia on February 26, 2016
Exhibit 99.3		Raging River LP Agreement
Exhibit 99.4		Raging River Shareholders Meeting Requisition Notice, dated January 13, 2016
Exhibit 99.5		Financing Letter
Exhibit 99.6		RC LLC Agreement
Exhibit 99.7		RC 2 LLC Agreement
Exhibit 99.8		Form of Membership Subscription Agreement to the RC 2 LLC Agreement, executed by WAC
Exhibit 99.9		Form of LP Subscription Agreement to the Raging River LP Agreement, executed by Barry, Carroll, Daniel Milikowsky, Family Holdings, Foundation, Jonathan Lee, Nathan Milikowsky, Blythe Mining, RLD and SHL

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 7, 2016
				RAGING RIVER CAPITAL LP, by its General Partner, RAGING RIVER CAPITAL GP LLC
				By:	/s/ MARK RADZIK
				Name:	Mark Radzik
				Title:	Authorized Signatory
				RAGING RIVER CAPITAL GP LLC
				By:	/s/ MARK RADZIK
				Name:	Mark Radzik
				Title:	Authorized Signatory
				GRANITE CREEK PARTNERS, LLC
				By:	/s/ MARK RADZIK
				Name:	Mark Radzik
				Title:	Managing Partner
				By:	/s/ MARK RADZIK
				Name:	Mark Radzik
				WESTWOOD CAPITAL LLC
				By:	/s/ HENRY PARK
				Name:	Henry Park
				Title:	Chief Investment Officer and Principal
				By:	/s/ HENRY PARK
				Name:	Henry Park
				PAUL M. BLYTHE MINING ASSOCIATES INC.
				By:	/s/ PAUL BLYTHE
				Name:	Paul Blythe
				Title:	President
				By:	/s/ PAUL BLYTHE
				Name:	Paul Blythe
				By:	/s/ NATHAN MILIKOWSKY
				Name:	Nathan Milikowsky

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

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Appendix A

 

DIRECTORS AND OFFICERS OF CERTAIN REPORTING PERSONS

 

The following sets forth the name, citizenship, principal occupation and business address for each director, executive officer, general partner or controlling member of the Reporting Persons.

 

RAGING RIVER CAPITAL LP

 

Name		Jurisdiction/Citizenship		Position		Business Address
Raging River Capital LP		Delaware		General Partner		222 West Adams, Suite 1980, Chicago, Illinois 60606
Mark Radzik		United States		Secretary		222 West Adams, Suite 1980, Chicago, Illinois 60606

 

RAGING RIVER CAPITAL GP LLC

 

Name		Jurisdiction/Citizenship		Position		Business Address
Granite Creek Partners, LLC		Delaware		Managing Member		222 West Adams, Suite 1980, Chicago, Illinois 60606
Westwood Capital LLC		Connecticut		Managing Member		222 West Adams, Suite 1980, Chicago, Illinois 60606
Paul M. Blythe Mining Associates Inc.		Ontario		Managing Member		4-115 First St., Suite 201 Collingwood Ontario L9Y 4W3
Nathan Milikowsky		United States		Managing Member		Jordanmill Ventures LLC, 822 Boylston Street, Chestnut Hill, MA 02467

 

GRANITE CREEK PARTNERS, LLC

 

Name		Citizenship		Position		Business Address
Mark Radzik		United States		Managing Partner		222 West Adams, Suite 1980, Chicago, Illinois 60606
Brian Boorstein		United States		Managing Partner		222 West Adams, Suite 1980, Chicago, Illinois 60606
Peter Lehman		United States		Managing Partner		222 West Adams, Suite 1980, Chicago, Illinois 60606

 

WESTWOOD CAPITAL LLC

 

Name		Citizenship		Position		Business Address
Henry Park		United States		Chief Investment Officer and Principal		222 West Adams, Suite 1980, Chicago, Illinois 60606

 

PAUL M. BLYTHE MINING ASSOCIATES INC.

 

Name		Citizenship		Position		Business Address
Paul Blythe		Canada		President		4-115 First St., Suite 201 Collingwood Ontario L9Y 4W3

 

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Appendix B

 

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSON IN THE LAST 60 DAYS

 

The following table sets forth all transactions with respect to the Common Shares effected during the past 60 days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices.

 

 

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Exhibit 99.2

 

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

 

TASEKO MINES LIMITED
1040 West Georgia Street, Suite 1500
Vancouver, BC, Canada		Civil Action No.
V6E 4H1,
Plaintiff,
v.
RAGING RIVER CAPITAL LP
222 West Adams, Suite 1980
Chicago, IL 60606,
RAGING RIVER CAPITAL GP LLC
222 West Adams, Suite 1980
Chicago, IL 60606,
GRANITE CREEK PARTNERS, LLC
222 West Adams, Suite 1980
Chicago, IL 60606,
WESTWOOD CAPITAL LLC
222 West Adams, Suite 1980
Chicago, IL 60606,
PAUL M. BLYTHE MINING ASSOCIATES INC.
4-115 First Street, Suite 201
Collingwood, ON, Canada
L9Y 4W3,
PAUL BLYTHE
322 Sunset Boulevard
Thornbury, ON, Canada
N0H 2P0,
NATHAN MILIKOWSKY
117 Lyman Road
Chestnut Hill, MA 02467,
MARK RADZIK
1064 Laurel Creek Drive
Chesterton, IN 46304,
HENRY PARK
51 Westwood Road
Stamford, CT 06902,

 

 

and
RANDY DAVENPORT
2305 Clarington Avenue
North Las Vegas, NV 89081,
Defendants.

 

COMPLAINT

 

Plaintiff Taseko Mines Limited (“Taseko” or the “Company”), by its undersigned counsel, upon personal knowledge with respect to itself and its actions and otherwise on information and belief, alleges as follows:

 

I.                                        Nature of the Action

 

1.                                      This action seeks to remedy a false and misleading SEC filing submitted by hedge fund and other investors who have formed a group to mount a proxy contest against and gain control of Taseko’s current Board of Directors (“Board”).

 

2.                                      Taseko is a Canadian-based mining company whose shares are traded on both the NYSE MKT and the Toronto Stock Exchange.

 

3.                                      Defendants Raging River Capital LP, Raging River Capital GP LLC, Granite Creek Partners, LLC, Westwood Capital LLC, Paul M. Blythe Mining Associates Inc., Paul Blythe (“Blythe”), Nathan Milikowsky (“Milikowsky”), Mark Radzik (“Radzik”), Henry Park (“Park”) and Randy Davenport (“Davenport”) are collectively referred to herein as the “Raging River Defendants.” Together, the Raging River Defendants beneficially own approximately 5.14% of the Company’s common shares and certain of the Company’s 7.75% senior notes due 2019 (the “Notes”).

 

4.                                      Because Taseko’s common shares are traded on the NYSE MKT, Taseko and its shareholders are subject to disclosure requirements under U.S. securities laws, including

 

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requirements to file disclosure reports with the U.S. Securities and Exchange Commission (“SEC”).

 

5.                                      In January 2016, the Raging River Defendants acquired more than 5% of Taseko’s common shares. Shortly after acquiring their shares, the Raging River Defendants exercised their rights under the Business Corporations Act (British Columbia) (the “BCBCA”) to demand that Taseko convene a shareholder meeting to consider removing three current Taseko directors and adding four new directors nominated by the Raging River Defendants.

 

6.                                      The disclosures that the Raging River Defendants have filed with the SEC as part of their activist campaign contained false and misleading statements, in violation of U.S. securities laws.

 

7.                                      For example, the Raging River Defendants falsely represented in their January 13, 2016 Schedule 13D1 that there were no contracts, arrangements, understandings or relationships with any person with respect to the Company’s securities. However, the fact that Raging River Capital LP was formed as a special purpose vehicle in December 2015 to acquire Taseko common shares and commence an activist campaign against Taseko’s Board suggests otherwise. The various Raging River Defendants clearly have undisclosed contracts, arrangements, understandings and/or relationships concerning their campaign against Taseko’s Board, including, but not limited to, (i) Raging River Capital LP’s partnership agreements, (ii) agreements related to their acquisitions of Taseko common shares and (iii) arrangements with their nominees to Taseko’s Board.

 

8.                                      The Raging River Defendants also failed to disclose that they beneficially own approximately $16 million aggregate principal amount of Taseko’s Notes, which were

 

1                   A true and correct copy of the Raging River Defendants’ January 13, 2016 Schedule 13D is attached hereto as Exhibit A.

 

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acquired at a significant discount to their face value. As a beneficial owner of Taseko’s Notes, the interests of the Raging River Defendants are very different from those of Taseko’s shareholders.

 

9.                                      Furthermore, the Raging River Defendants falsely reported that their acquisitions of more than 11.4 million Taseko common shares on January 5, 2016 were open market transactions, whereas they were privately-negotiated transactions at an off-market price, representing almost 30 times the average daily trading volume of Taseko shares on the NYSE MKT.

 

10.                               The securities laws are designed to ensure shareholders and the investing public have accurate information when they invest and when they vote their shares. The Raging River Defendants’ false and misleading disclosures are contrary to this public policy. Instead, they provide false and misleading information to Taseko’s shareholders in an unfair attempt to influence the upcoming shareholder vote on May 10, 2016.

 

11.                               Taseko, its shareholders and investors are entitled under the SEC’s rules to know (i) what contracts, arrangements, understandings and/or relationships exist with respect to Taseko’s common shares, (ii) that the Raging River Defendants beneficially own Taseko’s Notes, (iii) the Raging River Defendants’ intentions with respect to such Notes and (iv) the terms of the Raging River Defendants’ transactions involving Taseko’s common shares so that they may make informed investment and voting decisions.

 

12.                               Taseko brings this action for declaratory and injunctive relief requiring the Raging River Defendants to remedy their securities law violations and to correct their SEC filing so that other Taseko shareholders and the market generally will have accurate information in advance of the upcoming shareholder vote on May 10, 2016.

 

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II.                                   Jurisdiction and Venue

 

13.                               This action arises under § 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78m(d), and the rules and regulations promulgated thereunder by the SEC.

 

14.                               This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 and § 27 of the Exchange Act, 15 U.S.C. § 78aa, as this action involves a federal question.

 

15.                               The Court has personal jurisdiction over the Raging River Defendants under the District of Columbia Long-Arm Statute, D.C. Code § 13-423(a)(1), because they transacted business in the District of Columbia by filing disclosures with the SEC and Taseko’s claims for relief arise from the Raging River Defendants’ filing.

 

16.                               Venue properly lies in this Court pursuant to § 27 of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1391(b), because the actions giving rise to this action—the Raging River Defendants’ false and misleading SEC filing—took place in this District.

 

III.                              The Parties

 

17.                               Taseko, which is a publicly traded Canadian corporation headquartered in Vancouver, British Columbia, is a mining company focused on acquiring, developing and operating large tonnage mineral deposits in North America. Taseko’s principal business activity is operating the Gibraltar copper and molybdenum mine in Canada. The Company’s common shares are listed on the NYSE MKT and the Toronto Stock Exchange, and the Company and its major shareholders are subject to SEC reporting requirements.

 

18.                               Defendant Raging River Capital LP, a Delaware limited partnership, was formed in December 2015 to acquire Taseko common shares and commence an activist campaign against Taseko’s Board.

 

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19.                               Defendant Raging River Capital GP LLC, a Delaware limited liability corporation, is the General Partner for Raging River Capital LP.

 

20.                               Defendant Granite Creek Partners, LLC, a Delaware limited liability corporation, is a Managing Member of Raging River Capital GP LLC.

 

21.                               Defendant Westwood Capital LLC, a Connecticut limited liability corporation, is a Managing Member of Raging River Capital GP LLC.

 

22.                               Defendant Paul M. Blythe Mining Associates Inc., an Ontario corporation, is a Managing Member of Raging River Capital GP LLC.

 

23.                               Defendant Paul Blythe, a resident of Ontario, Canada, is the President of Paul M. Blythe Mining Associates Inc. and has been nominated by the other Raging River Defendants for a seat on Taseko’s Board.

 

24.                               Defendant Nathan Milikowsky, a resident of the state of Massachusetts, is a Managing Member of Raging River Capital GP LLC.

 

25.                               Defendant Mark Radzik, a resident of the state of Indiana, is the Managing Partner of Granite Creek Partners, LLC, Secretary of Raging River Capital LP and has been nominated by the other Raging River Defendants for a seat on Taseko’s Board.

 

26.                               Defendant Henry Park, a resident of the state of Connecticut, is the Chief Investment Officer and Principal of Westwood Capital LLC, and has been nominated by the other Raging River Defendants for a seat on Taseko’s Board.

 

27.                               Defendant Randy Davenport, a resident of the state of Arizona, has been nominated by the other Raging River Defendants for a seat on Taseko’s Board.

 

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IV.                               Background

 

A.                                    The Regulatory Scheme

 

28.                               Section 13(d) of the Exchange Act mandates that “any person” who becomes “directly or indirectly the beneficial owner of more than 5 per centum” of a class of securities of an issuing corporation must file a statement setting forth certain information with the SEC and send the statement to the issuer within 10 days after such acquisition. Among the information that must be provided is:

 

(E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.

 

15 U.S.C. § 78m(d).

 

29.                               In addition, § 13(d)(2) of the Exchange Act states that “[i]f any material change occurs in the facts set forth in the statement filed with the Commission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.” 15 U.S.C. § 78m(d)(2). 17 C.F.R. § 240.13d-2 requires an amendment to be filed promptly with the SEC disclosing any material change in a filed Schedule 13D.

 

30.                               Moreover, § 13(d)(3) of the Exchange Act states that “when two or more persons act as a . . . group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a ‘person’ for the purposes of this subsection.” 15 U.S.C. § 78m(d)(3). 17 C.F.R. § 240.13d-5(b)(1) further provides:

 

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When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer, the group formed thereby shall be deemed to have acquired beneficial ownership, for the purposes of sections 13(d) and (g) of the [Exchange] Act, as of the date of such agreement, of all equity securities of that issuer beneficially owned by any such persons.

 

31.                               The SEC has prescribed Schedule 13D as the official form for compliance with § 13(d) of the Exchange Act, which specifically requires, among other things, that the filer “[d]escribe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101), whichever is less.” 17 C.F.R. § 240.13d-101. “The description of a transaction . . . shall include, but not necessarily be limited . . . to where and how the transaction was effected.” Id.

 

32.                               Schedule 13D also requires that the filer “[d]escribe any contracts, arrangements, understandings or relationships (legal or otherwise) among the [reporting persons] and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.” 17 C.F.R. § 240.13d-101. Reporting person, as that term is used in Schedule 13D, refers to the person for whom the Schedule 13D is filed, i.e., “each person required to sign the schedule itself.” Id.

 

B.                                    The Raging River Defendants’ False and Misleading Statements

 

33.                               By filing a Schedule 13D on January 13, 2016, the Raging River Defendants became reporting persons as that term is used in Schedule 13D.

 

34.                               The Raging River Defendants failed to disclose the contracts, arrangements, understandings and/or relationships among them as it relates to Taseko’s securities, including its common shares, falsely disclosed that their purchases of Taseko common

 

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shares were effected in the open market, failed to disclose that they have formed a group with at least one other Taseko shareholder and failed to disclose the contracts, arrangements, understandings and/or relationships with Davenport as a reporting person.

 

35.                               The Raging River Defendants also failed to disclose that they beneficially own approximately $16 million aggregate principal amount of Taseko’s Notes, which were acquired at a significant discount to their face value. As a beneficial owner of Taseko’s Notes, the interests of the Raging River Defendants are very different from those of Taseko’s shareholders. Under SEC rules, Taseko, its shareholders and investors are entitled to know that the Raging River Defendants beneficially own such securities and to know the Raging River Defendants’ intentions with respect to such securities so that they may make informed investment and voting decisions.

 

Misleading Disclosure Regarding Contracts, Arrangements, Understandings and/or Relationships among the Raging River Defendants

 

36.                               In their January 13, 2016 Schedule 13D, the Raging River Defendants state: “The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.” This statement is false and misleading.

 

37.                               Schedule 13D imposes a dual-disclosure requirement. Not only must the reporting persons disclose whether there are contracts, arrangements, understandings and/or relationships between the reporting persons and any other person, they must disclose any contracts, arrangements, understandings and/or relationships among them with respect to the securities of the issuer. 17 C.F.R. § 240.13d-101.

 

38.                               The Raging River Defendants failed to disclose any contracts, arrangements, understandings and/or relationships among themselves, which undoubtedly exist

 

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in light of (1) the fact that Raging River Capital LP was specifically formed by the other Raging River Defendants as a vehicle to acquire Taseko shares, and (2) their joint efforts to replace Taseko’s directors with their own nominees.

 

False Disclosure Regarding Purchase of Taseko Common Shares

 

39.                               In their January 13, 2016 Schedule 13D, the Raging River Defendants reported that their purchase of Taseko common shares on January 5, 2016 was “effected in the open market.” This statement is false and misleading.

 

40.                               Schedule 13D requires the filer to “[d]escribe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D . . . and how the transaction was effected.” 17 C.F.R. § 240.13d-101 (emphasis added).

 

41.                               In or about November 2015, Radzik and Park, who were acting on behalf of the Raging River Defendants, began negotiations with certain Taseko shareholders about purchasing all or part of said shareholders’ Taseko common shares. By December 2015, Radzik, Park and Davenport had agreements with certain Taseko shareholders to purchase large blocks of the Company’s common shares and engaged Cowen & Company to execute the transactions. These privately-negotiated transactions were completed on January 5, 2016 at an off-market price.

 

42.                               Contrary to what the Raging River Defendants stated in their January 13, 2016 Schedule 13D, their acquisitions of Taseko common shares were not effected in open market transactions.

 

Undisclosed Group with Other Taseko Shareholders

 

43.                               Subsequent to the filing of their January 13, 2016 Schedule 13D, the Raging River Defendants advised research analysts that they have the support of shareholders

 

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holding 25% of Taseko common shares to oust three incumbent Taseko directors and to elect Blythe, Davenport, Park and Radzik to Taseko’s Board.

 

44.                               Under 17 C.F.R. 240.13d-5(b)(1), when two or more persons agree to act as a group for the purpose of voting the securities of an issuer, such group is deemed a person under § 13(d) and subject to the disclosure requirements set forth in § 13(d)(1), including the requirement to disclose any contracts, arrangements or understandings.

 

45.                               The Raging River Defendants failed to disclose that they have formed a group with certain other Taseko shareholders, as required by §§ 13(d)(1)(E) and 13(d)(3) of the Exchange Act. They failed to disclose the group in order to circumvent the Securities Act (British Columbia), other Canadian provincial securities acts and the rules promulgated thereunder, which establish an early warning system to provide the market with immediate notice when a person or company acquires ownership of 10% or more of the voting securities of an issuer.

 

46.                               The Company, Taseko shareholders and the market are entitled to know that the Raging River Defendants have formed a group with other Taseko shareholders. Their failure to disclose this information shows that either their January 13, 2016 Schedule 13D was false or misleading when filed or they have improperly failed to update that Schedule 13D to disclose the formation of this group. 15 U.S.C. § 78m(d)(2); 17 C.F.R. § 240.13d-2.

 

Misleading Disclosure Regarding Contracts, Arrangements, Understandings and/or Relationships between the Raging River Defendants and Randy Davenport

 

47.                               The Raging River Defendants’ Schedule 13D is also false and misleading because they failed to describe their arrangements with Davenport, which relate to Davenport’s role in acquiring Taseko common shares and Davenport serving as one of the Raging River Defendants’ nominees to Taseko’s Board.

 

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48.                               As discussed above, in their January 13, 2016 Schedule 13D, the Raging River Defendants state: “The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.” This statement is false and misleading as it fails to disclose the arrangement between Davenport and the other Raging River Defendants.

 

49.                               Davenport’s agreement to serve as one of the Raging River Defendants’ nominees to Taseko’s Board and his role in acquiring Taseko common shares are evidence of arrangements between Davenport and the other Raging River Defendants.

 

50.                               In violation of § 13(d)(1)(E) of the Exchange Act, the Raging River Defendants failed to disclose their arrangements with Davenport. As a result, their January 13, 2016 Schedule 13D is false and misleading.

 

C.                                    Failure of Davenport to File a Schedule 13D or Join the Raging River Defendants’ Schedule 13D as a Reporting Person

 

51.                               Section 13(d)(1) of the Exchange Act requires any person acquiring beneficial ownership of more than 5% of an equity security registered pursuant to Section 12 of the Exchange Act to file a Schedule 13D as a reporting person. 17 C.F.R. § 240.13d-5(b)(1) further states that when two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of such a security, the group formed thereby shall be deemed to have acquired beneficial ownership of all such securities beneficially owned by such persons.

 

52.                               In December 2015, Davenport acted with Park and Radzik (who, together with Blythe, have all been nominated by the Raging River Defendants for seats on Taseko’s Board) to acquire Taseko common shares from certain other shareholders. Specifically, Davenport was involved in negotiating the key terms of the transactions with said other

 

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shareholders, including, but not limited to, the price per share and the number of shares to be acquired.

 

53.                               Given Davenport’s role in acquiring Taseko common shares, under § 13(d) of the Exchange Act and the rules promulgated thereunder, Davenport is a beneficial owner of the 11.4 million Taseko common shares held by the Raging River Defendants. As such, he was required to file a Schedule 13D or join the Raging River Defendants’ January 13, 2016 Schedule 13D as a reporting person.

 

54.                               Davenport failed to file a Schedule 13D or join the Raging River Defendants’ January 13, 2016 Schedule 13D as a reporting person, and his failure to do so violates §13(d) of the Exchange Act. Davenport should be required to join the Raging River Defendants’ Schedule 13D so that Taseko, its shareholders and the market are provided with accurate and complete information in advance of the May 10, 2016 shareholder meeting.

 

COUNT I

 

(Violation of § 13(d) of the Exchange Act and SEC Rules promulgated thereunder based on Schedule 13D against the Raging River Defendants)

 

55.                               Taseko repeats and realleges, as if fully set forth herein, the allegations of Paragraphs 1 through 54 above.

 

56.                               The Raging River Defendants’ January 13, 2016 Schedule 13D is materially false and misleading in that they misstate and/or omit material information that must be disclosed.

 

57.                               By reason of the foregoing, the Raging River Defendants violated § 13(d) of the Exchange Act, 15 U.S.C. § 78m(d), and the rules promulgated thereunder.

 

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58.                               The Raging River Defendants are obligated to correct the foregoing material misstatements and omissions of material facts so that Taseko shareholders have the complete and accurate information to which they are entitled under § 13(d) of the Exchange Act.

 

59.                               Taseko and its shareholders will be irreparably harmed absent such a correction and appropriate equitable relief: (a) requiring the Raging River Defendants to file an amended Schedule 13D correcting the misstatements and omissions in their January 13, 2016 Schedule 13D; and (b) barring the Raging River Defendants from voting or directing the vote of Taseko common shares or acquiring additional beneficial ownership of Taseko common shares until 10 days after they have filed an amended Schedule 13D correcting the misstatements and omissions in their January 13, 2016 Schedule 13D.

 

60.                               Taseko has no adequate remedy at law.

 

61.                               This claim is brought within the applicable statute of limitations.

 

COUNT II

 

(Violation of § 13(d) of the Exchange Act and SEC Rules promulgated thereunder based on Schedule 13D against Davenport)

 

62.                               Taseko repeats and realleges, as if fully set forth herein, the allegations of Paragraphs 1 through 54 above.

 

63.                               Davenport is a beneficial owner of the Taseko common shares held by the Raging River Defendants and as such, is required to file a Schedule 13D or join the Raging River Defendants’ January 13, 2016 Schedule 13D as a reporting person. Davenport has failed to do either.

 

64.                               By reason of the foregoing, Davenport violated § 13(d) of the Exchange Act, 15 U.S.C. § 78m(d), and the rules promulgated thereunder.

 

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65.                               Davenport is obligated to file a Schedule 13D or join the Raging River Defendants’ amended Schedule 13D as a reporting person so that Taseko shareholders have the complete and accurate information to which they are entitled under § 13(d) of the Exchange Act.

 

66.                               Taseko and its shareholders will be irreparably harmed absent such appropriate equitable relief requiring Davenport to file a Schedule 13D or join the Raging River Defendants’ amended Schedule 13D as a reporting person.

 

67.                               Taseko has no adequate remedy at law.

 

68.                               This claim is brought within the applicable statute of limitations.

 

PRAYER FOR RELIEF

 

WHEREFORE, Taseko demands judgment against the Raging River Defendants, including declaratory and injunctive relief, as follows:

 

1.                                      Declaring that the Raging River Defendants’ January 13, 2016 Schedule 13D violates § 13(d) of the Exchange Act;

 

2.                                      Requiring the Raging River Defendants to file an amended Schedule 13D correcting the misstatements and omissions in their January 13, 2016 Schedule 13D;

 

3.                                      Barring the Raging River Defendants from voting or directing the vote of Taseko common shares or acquiring additional beneficial ownership of Taseko common shares until 10 days after they have filed an amended Schedule 13D correcting the misstatements and omissions in their January 13, 2016 Schedule 13D;

 

4.                                      Declaring that Davenport’s failure to file a Schedule 13D or to join as a reporting person in the Raging River Defendants’ January 13, 2016 Schedule 13D violates § 13(d) of the Exchange Act;

 

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5.                                      Requiring Davenport to file a Schedule 13D or join the Raging River Defendants’ amended Schedule 13D as a reporting person; and

 

6.                                      Granting Taseko such further relief as the Court deems just and proper.

 

Dated:                    Washington, D.C.

February 26, 2016

 

	PAUL, WEISS, RIFKIND,
	WHARTON & GARRISON LLP
	By:	/s/ Charles E. Davidow
		Charles E. Davidow
		(D.C. Bar No. 331702)
	2001 K Street, NW
	Washington, DC 20006-1047
	Telephone: (202) 223-7380
	Fax: (202) 204-7380
	cdavidow@paulweiss.com
	PAUL, WEISS, RIFKIND,
	WHARTON & GARRISON LLP
	Robert N. Kravitz (pro hac vice motion forthcoming)
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Telephone: (212) 373-3392
	Fax: (212) 492-0392
	rkravitz@paulweiss.com
	Attorneys for Plaintiff Taseko Mines Limited

 

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EXHIBIT A

 

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on Following Pages)

 

 

TABLE OF CONTENTS

 

Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Items to Be Filed As Exhibits
Signature

 

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CUSIP No.  87651106						SCHEDULE 13D
	1	Name of Reporting Persons. Westwood Capital LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 11,400,100
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,400,100
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,400,100
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 5.14% based on 221,808,638 shares outstanding as of November 10, 2015
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No.  87651106						SCHEDULE 13D
	1	Name of Reporting Persons. Henry Park
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 11,400,100
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,400,100
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,400,100
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 5.14% based on 221,808,638 shares outstanding as of November 10, 2015
	14	Type of Reporting Person (See Instructions) IN

 

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CUSIP No.  87651106						SCHEDULE 13D
	1	Name of Reporting Persons. Paul M. Blythe Mining Associates Inc.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Ontario
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 11,400,100
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,400,100
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,400,100
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 5.14% based on 221,808,638 shares outstanding as of November 10, 2015
	14	Type of Reporting Person (See Instructions) OO

 

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