EX-99.1 2 exhibit99-1.htm AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Taseko Mines Limited - Exhibit 99.1

TASEKO MINES LIMITED
CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Expressed in Canadian Dollars)


  KPMG LLP
Chartered Accountants

PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone (604) 691-3000
Fax (604) 691-3031
Internet www.kpmg.ca

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Taseko Mines Limited as at September 30, 2004 and 2003 and the consolidated statements of operations, deficit and cash flows for each of the years in the three year period ended September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three year period ended September 30, 2004 in accordance with Canadian generally accepted accounting principles.

KPMG LLP (signed)
Chartered Accountants

Vancouver, Canada

January 24, 2005, except as to note 12(e)
   which is as of February 3, 2005

KPMG LLP, a Canadian limited liability partnership is the Canadian
member firm of KPMG International, a Swiss cooperative.


TASEKO MINES LIMITED
Consolidated Balance Sheets
(Expressed in Canadian Dollars)

    September 30,     September 30,  
    2004     2003  
             
Assets         
             
Current assets         
       Cash and equivalents  14,892,947   2,424,221  
       Amounts receivable    2,766,184     1,049,093  
       Advances to related parties (note 11)    194,857     224,538  
       Supplies inventory    2,277,397     2,278,096  
       Prepaid expenses    210,015     134,207  
    20,341,400     6,110,155  
             
Property, plant and equipment (note 5)    35,759,634     9,554,186  
Reclamation deposits (notes 4, 6(a) and 6(d))    17,647,056     16,757,274  
Promissory note (note 6(f))    68,172,380      
Mineral property interests (note 6)    3,000     28,813,296  
  $  141,923,470   $  61,234,911  
             
Liabilities and Shareholders' Equity         
             
Current liabilities         
       Operating line of credit (note 7)  1,857,740   1,993,396  
       Accounts payable and accrued liabilities    14,578,172     1,857,740  
       Income taxes (note 9)    23,744,000      
    40,179,912     3,851,136  
             
Reclamation liability (note 5)    32,700,000     32,700,000  
Royalty obligation (note 6(f))    67,357,000      
Deferred revenue (note 6(f))    1,750,000      
             
    141,986,912     36,551,136  
             
Shareholders' equity         
       Share capital (note 8)    150,481,429     99,446,319  
       Convertible debenture (note 8(c))    20,577,225     19,599,520  
       Tracking preferred shares (note 4)    26,641,948     26,641,948  
       Contributed surplus (note 8(f))    4,947,588     65,344  
       Deficit    (202,711,632   (121,069,356
    (63,442   24,683,775  
Nature of operations (note 1)         
Commitments and contingencies (note 6)         
Subsequent events (notes 5, 6, 8 and 12)         
  $  141,923,470   $  61,234,911  

See accompanying notes to consolidated financial statements.

Approved by the Board of Directors

/s/ Ronald W. Thiessen  /s/ Jeffrey R. Mason 
   
Ronald W. Thiessen  Jeffrey R. Mason 
Director  Director 


TASEKO MINES LIMITED
Consolidated Statements of Operations
(Expressed in Canadian Dollars)

    Years ended September 30  
    2004     2003     2002  
                   
Expenses             
       Conference and travel  93,071   43,398   44,429  
       Consulting    251,790     178,104     133,672  
       Corporation taxes    45,352     76,135     577,228  
       Depreciation    723,249     711,170     714,065  
       Exploration (schedule)    4,457,600     2,029,529     2,071,885  
       Gibraltar mine refinery project (schedule)        500,000     1,698,826  
       Gibraltar mine restart project (schedule)    14,982,008          
       Interest and finance charges (note 6(d))    499,294     201,942     507,790  
       Legal, accounting and audit    458,238     169,356     334,492  
       Office and administration    599,450     292,853     247,061  
       Premium paid for acquisition of             
                   Gibraltar Reclamation Trust Limited Partnership (note 6(d))    5,095,249          
       Property investigation    141,067          
       Shareholder communication    657,342     74,687     90,835  
       Stock-based compensation (note 8(d))    5,172,244     65,344      
       Trust and filing    88,530     21,113     36,802  
    33,264,484     4,363,631     6,457,085  
                   
Other items             
       Interest and other income    5,154,209     721,480     551,842  
       Gain on sale of property, plant and equipment        131,638     1,314  
       Write down of mineral property acquisition costs (note 6(c))    (28,810,296       (600,000
       Income taxes (note (9))    (23,744,000        
    (47,400,087   853,118     (46,844
                   
Loss for the year  (80,664,571 (3,510,513 (6,503,929
                   
                   
Basic and diluted loss per common share (notes 3(h) and 8)  (1.09 (0.09 (0.24
                   
                   
Weighted average number of common shares outstanding    75,113,426     46,984,378     30,338,098  

Consolidated Statements of Deficit
(Expressed in Canadian Dollars)

  Years ended September 30  
  2004   2003   2002  
                   
Deficit, beginning of year  $ (121,069,356 $ (116,670,020 $ (109,358,070
Loss for the year  (80,664,571 (3,510,513 (6,503,929
Accretion expense on convertible debenture (note 8(c))  (977,705 (888,823 (808,021
                   
Deficit, end of year  $ (202,711,632 $ (121,069,356 $ (116,670,020

See accompanying notes to consolidated financial statements.


TASEKO MINES LIMITED
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

    Years ended September 30  
Cash provided by (used for):    2004     2003     2002  
                   
Operating activities             
         Loss for the year  (80,664,571 (3,510,513 (6,503,929
         Items not involving cash             
                   Accrued interest on reclamation deposits    (488,471   (680,750   (546,632
                   Depreciation    723,249     711,170     714,065  
                   Stock-based compensation    5,172,244     65,344      
                   Income taxes    23,744,000          
                   Write down of mineral property acquisition costs    28,810,296         600,000  
                   Gain on sale of property, plant and equipment        (131,638   (1,314
                   Acquisition premium paid for Gibraltar Refinery (2002) Ltd.            314,330  
                   Acquisition premium paid for remaining business of             
                               Gibraltar Engineering Services Limited Partnership (note 6(d))        500,000      
                   Acquisition premium paid for             
                               Gibraltar Reclamation Trust Limited Partnership (note (6(d))    5,095,249          
                   Shares issued for loan guarantee    450,000         400,000  
                   Shares issued pursuant to farmout agreement (note 6(e))    935,000          
         Changes in non-cash operating working capital             
                     Amounts receivable    (1,717,091   (712,846   (104,815
                     Supplies inventory    699     4,858     117,046  
                     Prepaid expenses    (75,808   (30,576   (76,448
                     Accounts payable and accrued liabilities    12,720,432     288,452     764,478  
         Cash used by operating activities    (5,294,772   (3,496,499   (4,323,219
                   
Investing activities             
         Cash paid on acquisition of Harmony Gold Property            (2,230,000
         Purchase of property, plant and equipment    (26,928,697   (135,193    
         Proceeds on sale of mineral property interests            1  
         Proceeds received on sale of property, plant and equipment        160,000     9,802  
         Funds advanced on promissory note    (68,172,380        
         Reclamation deposits    (401,311   2,500,000      
         Cash provided (used) by investing activities    (95,502,388   2,524,807     (2,220,197
                   
Financing activities             
         Operating line of credit    (135,656   (6,604   2,000,000  
         Advances from related parties    29,681     (3,693,706   2,185,389  
         Advances from Gibraltar Engineering Services Limited Partnership        3,000,000     1,849,000  
         Advances from Gibraltar Reclamation Trust Limited Partnership    17,097,792          
         Proceeds on sale of royalty    67,357,000          
         Common shares issued for cash, net of issue costs    27,167,069     4,057,119     465,835  
         Cash provided by financing activities    111,515,886     3,356,809     6,500,224  
                   
Increase (decrease) in cash and equivalents    10,718,726     2,385,117     (43,192
Cash and equivalents, beginning of year    2,424,221     39,104     82,296  
                   
Cash and equivalents, end of year  13,142,947   2,424,221   39,104  

Supplementary cash flow disclosures (note 10)

See accompanying notes to consolidated financial statements.


TASEKO MINES LIMITED
Consolidated Schedules of Exploration Expenses
(Expressed in Canadian Dollars)

  Property        
Year ended September 30, 2004  Prosperity      Gibraltar      Harmony      Total   
                         
Exploration expenses                       
     Assays and analysis  $ 18,867    831,951    11,786    862,604   
     Drilling  –      1,332,596      –      1,332,596   
     Equipment rentals  5,283      26,198      –      31,481   
     Geological  5,299      225,429      3,328      234,056   
     Mine planning  37,612      464,351      27,597      529,560   
     Site activities, net  2,713      1,464,280      310      1,467,303   
                         
Exploration expenses during the year  69,774      4,344,805      43,021      4,457,600   
Cumulative expenses, beginning of year  41,576,410      10,902,295      27,317      52,506,022   
                         
Cumulative expenses, end of year  $ 41,646,184    15,247,100    70,338    56,963,622   
                         
                         
                         
  Property        
Year ended September 30, 2003  Prosperity      Gibraltar      Harmony      Total   
                         
Exploration expenses                       
     Assays and analysis  $ 27,727    354    3,177    31,258   
     Claim staking  –      500      –      500   
     Drilling  –      439,950      –      439,950   
     Equipment rentals  2,746      6,000      –      8,746   
     Geological  3,965      174,508      1,309      179,782   
     Mine planning  38,023      190,010      16,875      244,908   
     Site activities, net  16,039      1,102,390      5,956      1,124,385   
                         
Exploration expenses during the year  88,500      1,913,712      27,317      2,029,529   
Cumulative expenses, beginning of year  41,487,910      8,988,583                 –      50,476,493   
                         
Cumulative expenses, end of year  $ 41,576,410    10,902,295    27,317    52,506,022   

    Property      
Year ended September 30, 2002    Prosperity     Gibraltar      Westgarde     Total  
                         
Exploration expenses                   
     Assays and analysis  7,352   367      7,719  
     Equipment rentals    6,546     –          6,546  
     Geological        39,830          39,830  
     Mine planning    (50,800   215,900          165,100  
     Site activities    1,044     2,081,645          2,082,689  
     Recovery of exploration expenses incurred on sale (note 4)        –      (229,999   (229,999
                         
Exploration expenses (recovery) during the year    (35,858   2,337,742      (229,999   2,071,885  
Cumulative expenses, beginning of year    41,523,768     6,650,841      210,976     48,385,585  
                         
Cumulative expenses, end of year  41,487,910   8,988,583    (19,023 50,457,470  


TASEKO MINES LIMITED
Consolidated Schedules of Gibraltar Mine Restart Project Expenses
(Expressed in Canadian Dollars)

    Years ended September 30   
Gibraltar Mine Restart Project Expenses                   2004      2003      2002   
                   
Mine  6,421,828    –     –   
Mill    5,432,869         –      –   
Site services    1,657,567         –      –   
Administration    916,866         –      –   
Warehouse    311,099         –      –   
Engineering    125,865         –      –   
Environmental    115,914         –      –   
                   
Expenses during the year    14,982,008         –         –   
Cumulative expenses, beginning of year    –         –      –   
                   
Cumulative expenses, end of year  14,982,008     –     –   

Consolidated Schedules of Gibraltar Mine Refinery Project Expenses
(Expressed in Canadian Dollars)

  Years ended September 30   
Gibraltar Mine Refinery Project Expenses  2004      2003      2002   
                   
Concentrate production  $ –    –    –   
Engineering  –      –      403,494   
Environmental and permitting  –      –      57,988   
Interest  –      –      73,289   
Metallurgy  –      –      10,883   
Pilot plant testwork  –      –      290,680   
Support services  –      –      548,162   
Acquisition premium paid for Gibraltar Refinery (2002) Ltd.  –      –      314,330   
Acquisition premium paid for remaining business of GESL Partnership  –      500,000      –   
                   
Expenses during the year  –      500,000      1,698,826   
Cumulative expenses, beginning of year  5,770,768      5,270,768      3,571,942   
                   
Cumulative expenses, end of year  $ 5,770,768    5,770,768    5,270,768   


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

1. Nature of operations
   
 
Taseko Mines Limited ("Taseko" or the "Company") is a public company incorporated under the laws of the Province of British Columbia. At September 30, 2004, the Company's principal business activities relate to the restart of operations of the Gibraltar Copper Mine, and exploration on the Company’s 100% owned Gibraltar-area exploration properties, the Prosperity Gold-Copper Property, and the Harmony Gold Property. The Gibraltar Mine and the Prosperity Gold Property are located in south central British Columbia, Canada, near the City of Williams Lake. The Harmony Gold Property is located on Graham Island, Queen Charlotte Islands - Haida Gwaii, British Columbia.
 
 
The recoverability of the amounts shown for the Gibraltar mine and related plant and equipment and supplies inventory is dependent upon the existence of economically recoverable mineral resources and future profitable production or proceeds from the disposition of the mine. The Company is exploring its Prosperity and Harmony mineral properties and has not yet determined the existence of economically recoverable reserves.
 
 
The Company’s continuing operations are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its mineral property interests, and upon future profitable production or proceeds from the disposition of its mineral property interests.
 
 
These financial statements are prepared on the basis that the Company will continue as a going concern. The Company has recorded significant losses and operating cash flow deficiencies in each of the last three fiscal years. Management recognizes that the Company must generate additional financial resources in order to meet liabilities as they come due and to enable it to continue operations. The Company is actively pursuing restart of the Company’s operations at the Gibraltar mine and is continuing with its exploration programs. However, there can be no assurances that the Company will obtain sufficient financial resources and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing or successful restart, the Company will be required to curtail operations and exploration activities. These financial statements do not reflect adjustments, which could be material, to the carrying values of assets and liabilities which may be required should the Company be unable to continue as a going concern.
   
2. Basis of presentation and principles of consolidation
   
 
These financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). These consolidated financial statements include the accounts of Taseko, its wholly-owned private company subsidiaries, Gibraltar Mines Ltd. (note 6(a)), 688888 BC Ltd., and Cuisson Lake Mines Ltd., and its interest in Gibraltar Reclamation Trust Limited Partnership (“GRT Partnership”) (note 6(d)). All material intercompany accounts and transactions have been eliminated.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

3. Significant accounting policies
   
(a)
Cash and equivalents
 
 
Cash and equivalents consist of cash and highly liquid investments, having maturity dates of three months or less from the date of acquisition, that are readily convertible to known amounts of cash.
 
(b)
Supplies inventory
 
 
Supplies inventory is reported at the lower of moving average cost and net realizable value.
 
(c)
Property, plant and equipment
 
 
Plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded over the estimated economic life of the plant and equipment on a straight line basis at annual rates ranging from 1.3% to 16.5%, except for the solvent extraction/electrowinning plant and equipment included in Gibraltar mine plant and equipment (note 5), which are depreciated on a straight line basis at rates from 20% to 50% per annum.
 
(d)
Mineral property interests
 
 
The Company capitalizes mineral property acquisition costs on a property-by-property basis. Exploration expenditures and option payments incurred prior to the determination of the feasibility of mining operations are charged to operations as incurred. Development expenditures incurred subsequent to such determination, to increase production, or to extend the life of existing production are capitalized, except as noted below. Such acquisition costs and deferred development expenditures are amortized and depreciated over the estimated life of the property, or written off to operations if the property is abandoned, allowed to lapse, or if there is little prospect of further work being carried out by the Company or its option or joint venture partners.
 
 
All costs incurred by the Company during the standby care and maintenance and restart period at the Gibraltar mine are expensed as incurred.
 
 
Mineral property acquisition costs include the cash consideration and the fair market value of common shares, based on the trading price of the shares at the agreement date, issued for mineral property interests, pursuant to the terms of the relevant agreement. Payments relating to a property acquired under an option or joint venture agreement, where such payments are made at the sole discretion of the Company, are recorded in the accounts upon payment.
 
 
Costs related to feasibility work and the development of processing technology are expensed as incurred. Costs incurred subsequent to the determination of the feasibility of the processing technology will be capitalized and amortized over the life of the related plant.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
Administrative expenditures are expensed as incurred.
 
 
The amount presented for mineral property interests represents costs incurred to date and the accumulated fair value of shares issued to date relating to acquisition costs, less write-downs (note 6), and does not necessarily reflect present or future values.
 
(e)
Share capital
 
 
The Company records proceeds from share issuances net of issue costs. Shares issued for consideration other than cash are valued at the quoted market price on the date the agreement to issue shares was reached.
 
 
The proceeds, net of issue costs, from common shares issued pursuant to flow-through share financing agreements are credited to share capital and the tax benefits of these exploration expenditures are transferred to the purchaser of the shares.
 
(f)
Stock-based compensation
 
 
The Company has a share option plan which is described in note 8(d). The Company accounts for all non-cash stock-based payments and awards that are direct awards of stock, that call for settlement in cash or other assets, or that are stock appreciation rights which call for settlement by the issuance of equity instruments, granted on or after October 1, 2002, using the fair value based method.
 
 
Under the fair value based method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of non-cash stock-based payments is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments. The cost of non-cash stock-based payments that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.
 
 
Under the fair value based method, compensation cost attributable to awards that are direct awards of shares, or share appreciation rights which call for settlement by the issuance of equity instruments, is measured at fair value at the grant date and recognized over the vesting period. Compensation cost attributable to awards which call for settlement in cash or other assets is measured at fair value at the grant date and recognized over the vesting period. For awards that vest at the end of a vesting period, compensation cost is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.
 
 
Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars

(g)
Income taxes
 
 
The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amounts of assets and liabilities on the balance sheet and their corresponding tax values, generally using the substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets also result from unused loss carry forwards, resource-related pools, and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.
 
(h)
Loss per common share
 
 
Basic loss per common share is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period. For all periods presented, loss available to common shareholders equals the reported loss.
 
 
Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.
 
 
In the Company’s case, diluted loss per share for all years presented is the same as basic loss per share as the effect of the outstanding options and warrants would be anti-dilutive.
 
(i)
Fair value of financial instruments
 
 
The carrying amounts of cash and equivalents, amounts receivable, reclamation deposits, operating line of credit, and accounts payable and accrued liabilities, approximate their fair values due to their short term nature.
 
 
At September 30, 2004, the carrying values of the promissory note and the royalty obligation approximate their fair values, due to the timing of the transaction.
 
 
The fair values of the convertible debenture and the tracking preferred shares are not readily determinable with sufficient reliability due to the difficulty in obtaining appropriate market information. It is not practicable to determine the fair values of the advances due to/from related parties because of the related party nature of such amounts and the absence of a secondary market for such instruments. Details of the terms of these financial instruments are disclosed in these notes to the financial statements.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

(j)
Use of estimates
 
 
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the impairment of mineral property interests and plant and equipment, the balance of reclamation liability, income taxes, rates for depreciation and the assumptions used in computing share-based compensation. Actual results could differ from these estimates.
 
(k)
Segment disclosures
 
 
The Company operates in a single reportable operating segment, the exploration, development and operation of mineral property interests, within the geographic area of British Columbia, Canada.
 
(l)
Comparative figures
 
 
Certain of the prior years’ comparative figures have been restated to conform with the presentation adopted for the current period.
 
4.
Arrangement agreement
 
 
In October 2001, the Company and its subsidiary Gibraltar Mines Ltd. (“Gibraltar") completed the acquisition of the Harmony Gold Property and related assets from Continental Minerals Corporation ("Continental"), a British Columbia company with certain directors in common with Taseko, for 12,483,916 series "A" non-voting tracking preferred shares of Gibraltar and $2.23 million cash. The tracking preferred shares are designed to track and capture the value of the Harmony Gold Property and will be redeemed for common shares of Taseko upon a realization event, such as a sale to a third party or commercial production at the Harmony Gold Property, or at the option of Gibraltar, if a realization event has not occurred within ten years. Accordingly, the tracking preferred shares have been classified within shareholders’ equity on the consolidated balance sheet.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
As this acquisition was a related party transaction not in the normal course of business and did not result in the culmination of an earnings process, the acquisition was recorded by the Company at the net book value of the assets transferred, net of cash consideration, as follows:

  Assets acquired    Amount   
     Property and equipment  8,488   
     Reclamation deposit    175,000   
     Mineral property interests    28,811,296   
         
    28,994,784   
  Consideration given       
     Cash  2,230,000   
     12,483,916 tracking preferred shares of Gibraltar    26,641,948   
     114,800 common shares of the Company to a dissenting shareholder    122,836   
         
    28,994,784   

 
As previously noted, the Gibraltar tracking preferred shares are redeemable for common shares of Taseko upon the occurrence of certain value realization events for the Harmony Gold Property. The tracking preferred shares are redeemable at specified prices per common share of Taseko starting at $3.39 and escalating by $0.25 per year ($3.89 per share as at September 30, 2004). If a realization event does not occur on or before October 16, 2011, Gibraltar has the right to redeem the tracking preferred shares for Taseko common shares at a deemed price equal to the greater of the average 20 day trading price of the common shares of Taseko and $10.00. The Taseko common shares to be issued to Continental upon a realization event will in turn be distributed pro-rata, after adjustment for any taxes, to the holders of redeemable preferred shares of Continental that were issued to Continental shareholders at the time of the Arrangement Agreement.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

5. Property, plant and equipment

    September 30, 2004 September 30, 2003  
  Equipment - Prosperity                               
  Property and Harmony        Accumulated     Net book        Accumulated     Net book   
  Property  Cost      depreciation     value  Cost      depreciation     value   
  Field  $ 11,879    10,677    1,202    $ 11,879    10,162    1,717   
  Computer and office  15,172      14,262      910  15,172      13,871      1,301   
    $ 27,051    24,939    2,112    $ 27,051    24,033    3,018   
                                       
  Gibraltar Mine        Accumulated     Net book        Accumulated     Net book   
  Plant and equipment  Cost      depreciation     value  Cost      depreciation     value   
  Buildings and equipment  $ 5,931,580    492,030    5,439,550    $ 5,931,580    416,225    5,515,355   
  Mine equipment  32,458,793      2,544,160      29,914,633  5,589,193      2,063,493      3,525,700   
  Plant and equipment  975,493      666,369      309,124  962,061      541,935      420,126   
  Vehicles  198,519      115,426      83,093  152,854      90,680      62,174   
  Computer equipment  101,162      90,040      11,122  101,162      73,349      27,813   
    $ 39,665,547    3,908,025    35,757,522    $ 12,736,850    3,185,682    9,551,168   
                                       
  Total property, plant                               
  and equipment  $ 39,692,598    3,932,964    35,759,634    $ 12,763,901    3,209,715    9,554,186   

 
In accordance with the Gibraltar mine permit, the Company has pledged the mine's plant and certain equipment which, when taken at market value and combined with reclamation deposits (approximately $17.6 million at September 30, 2004), provide the Government of British Columbia with the required security for the estimated reclamation liability on the Gibraltar mine of $32.7 million.
 
 
In March 2004, the Company purchased a mining shovel for approximately US$10.1 million ($13.0 million). In May 2004, the Company purchased five mine haul trucks for approximately US$8.2 million ($10.7 million), of which US$4.9 million ($6.4 million) had been paid to September 30, 2004. Subsequent to September 30, 2004, the Company paid the remaining US$3.3 million ($4.3 million) to complete the purchase of the five mine haul trucks. Also subsequent to September 30, 2004, the Company sold the mining shovel and the five haul trucks for approximately US$18.3 million ($22.0 million), of which US$15.6 million ($18.8 million) was received in November 2004. The purchaser leased the shovel and trucks to a subsidiary of Ledcor CMI Ltd. ("Ledcor"), the Company's joint venture partner at the Gibraltar mine (note 6(a)), and this equipment forms part of Ledcor's contribution to the joint venture.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

6. Mineral property interests

      September 30,      September 30,   
      2004      2003   
  Gibraltar Copper Mine (note 6(a))  1,000    1,000   
  Prosperity Gold-Copper Property (note 6(b))    1,000      1,000   
  Harmony Gold Property (note 6(c))    1,000      28,811,296   
    $  3,000    $  28,813,296   

  (a) Gibraltar Copper Mine
   
 
In July 1999, the Company acquired a 100% interest in the Gibraltar Copper Mine mineral property, located near Williams Lake, British Columbia, Canada from Boliden Westmin (Canada) Limited ("BWCL") for $3.3 million. The acquisition included plant and equipment and supplies inventory of the Gibraltar mine, and $8 million of funds set aside for future reclamation. As part of its 1999 operating permits, the Company had agreed to incur a total of $4 million on reclamation and environmental programs during the six year period July 1999 to July 2005. The Gibraltar mine final reclamation and closure plan is updated every five years. The most recent reclamation plan and closure report was approved by the British Columbia Ministry of Energy and Mines in 2004. Pursuant to this approved closure plan, the Ministry agreed that the Company had satisfied the $4 million reclamation obligation required under the 1999 operating permits.
 
 
The agreement contained certain indemnification clauses. The $8 million of funds set aside for future reclamation were considered a "Qualified Environmental Trust" for Canadian income tax purposes. During the year ended September 30, 2003, the Government of British Columbia released these funds from the Trust, which resulted in an income inclusion to the Company, and consequently resulted the Company utilizing $3.57 million of tax pools otherwise available to it. The Company has made claim to BWCL for this estimated tax liability under the indemnification terms of the agreement.
 
 
During the year ended September 30, 2001, Gibraltar Mines Ltd., Gibraltar Engineering Services Limited Partnership (the "GESL Partnership") (see note 6(d)), and Cominco Engineering Services Ltd. ("CESL") concluded a Memorandum of Agreement ("MOA") to jointly complete an evaluation for a potential hydrometallurgical copper refinery (using CESL technology) at the Gibraltar mine. Expenses incurred in excess of the $2.7 million agreed to in the original MOA were funded by the Company and the GESL Partnership. During fiscal 2002 and 2003, the Company acquired the business carried on by the GESL Partnership (note 6(d)).
 
 
The Company retained Procorp Services Limited Partnership ("Procorp") to provide technical, financial, management and marketing services related to all facets of the start-up, expansion and development of the Gibraltar mine and the proposed hydrometallurgical refinery. Procorp is a mining services, financing and marketing partnership comprised of experienced, specialized independent contractors as well as members who are also directors and officers of the Company. Compensation to Procorp included an initial payment of US$0.9 million for services rendered in fiscal 2001 and 2002 (which has been paid) and a second payment of US$0.9 million upon


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
successful recommencement of commercial production of the Gibraltar mine using the CESL technology prior to October 31, 2005. In addition, the Company agreed, subject to regulatory approval, to issue to Procorp 3.5 million warrants to purchase common shares of the Company at a price of $1.70 per share for two years and a royalty of US$0.01 per pound of copper sold, upon successful recommencement of commercial production using the hydrometallurgical refinery by October 31, 2005.
 
 
The Gibraltar mine had been on care and maintenance since being acquired in 1999 and commenced restart activities during the year ended September 30, 2004. During fiscal 2001, due to continued uncertainty regarding start-up and an extended cycle of depressed metal prices, the Company wrote down the accumulated mineral property interest acquisition costs of $5.9 million to a nominal amount of $1,000.
 
 
Part of the Gibraltar mine consists of waste rock dumps which the Company has an obligation to reclaim. On November 1, 2002, the Company entered into a Landfill Management Agreement and an associated Partnering Agreement with the Cariboo Regional District (“CRD”), whereby the CRD funded the Company to construct (which was completed by the Company), operate, manage and maintain, on an ongoing basis, a municipal landfill on certain of the waste rock dumps for the CRD for the life of the landfill, expected to be in excess of 80 years. As a result of these agreements, the Company’s reclamation obligation was reduced and accordingly, during fiscal 2003, the Government of British Columbia released $2.5 million of the reclamation deposits held.
 
 
During the year ended September 30, 2004, the Company formed a joint venture with Ledcor CMI Ltd. (“Ledcor”), whereby Ledcor would commission, restart, and operate the Gibraltar mine. As operator, Ledcor’s primary responsibility would be commissioning and operating the mine in addition to other aspects of mine operations, including drilling, blasting, loading and hauling of ore and waste as well as the recruitment of personnel and the maintenance of equipment and facilities. Ledcor will contribute to the joint venture its own mine equipment and will purchase or lease additional equipment as necessary. Taseko would contribute to the joint venture certain mineral rights and usage rights to the existing mill and equipment.
 
(b)
Prosperity Gold-Copper Property
 
 
The Company owns 100% of the Prosperity Gold-Copper Property, consisting of 196 mineral claims covering the mineral rights for approximately 85 square km in the Clinton Mining Division in south central British Columbia, Canada. The $28.66 million cash and share consideration to acquire the Prosperity property was written down to a nominal $1,000 value in fiscal 2001, to reflect the extended depressed conditions in the metals markets.
 
(c)
Harmony Gold Property
 
 
Under the terms of an arrangement agreement (note 4), the Company acquired a 100% interest in the Harmony Gold Property in fiscal 2002.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
The Company does not believe there has been a fundamental change in the nature of the Harmony Gold Property; however, as the Company had not conducted significant exploration or development on the property in the last several years the Harmony Gold Property was written down to a nominal value of $1,000 during the year ended September 30, 2004.
 
(d)
Acquisition agreements
 
 
Gibraltar Engineering Services Limited Partnership
 
 
In December 2001, the GESL Partnership completed a private placement of limited partnership units for aggregate proceeds of $1.85 million. In February 2002, the Company issued 4,966,659 Taseko common shares at $0.44 per share to acquire Gibraltar Refinery (2002) Ltd., which had acquired certain of the private placement units of the GESL Partnership. The Company also issued 50,000 Taseko common shares to its financial adviser in connection with this acquisition. A further $3 million of expenditures were incurred by the GESL Partnership, which were financed by a separate partnership, the GESL Refinery Process ("GRP") Partnership, for a total financing amount of $4.85 million. In December 2002, a general partnership interest in the GRP Partnership was acquired and financed by a third party for $3.0 million. In April 2003, under a plan of arrangement, the Company issued 7,446,809 Taseko common shares for total consideration of $3.5 million to complete the acquisition of Gibraltar Engineering Services Limited ("GESL"), which had acquired the remaining business of the GESL Partnership.
 
 
Gibraltar Reclamation Trust Limited Partnership
 
 
In December 2003, the GRT Partnership completed a private placement of limited partnership units for aggregate proceeds of $18.6 million, and entered into a joint venture arrangement with Gibraltar Mines Ltd. to proceed towards restarting the Gibraltar mine with the funds raised. Gibraltar Mines Ltd., as its contribution to the joint venture, was to contribute the use of its mine assets and fund the start-up expenses of the Gibraltar mine, and the GRT Partnership funded a qualifying environmental trust (“QET”), which consequently allowed Gibraltar Mines Ltd. to access other funds then held by the Government of British Columbia as a security for the mine’s environmental reclamation obligations. Under the joint venture agreement, the GRT Partnership was to be entitled to certain revenues or production share from the Gibraltar mine following the resumption of production. In March 2004, the Company issued 7,967,742 common shares at $2.79 per share for total consideration of $22.23 million to acquire all of the units of the GRT Partnership. In conjunction with this agreement, certain directors and officers of the Company personally guaranteed certain obligations to third parties on behalf of the Company to the extent of $4.5 million. In consideration for the guarantee, the Company issued 225,000 common shares at $2.00 per share to those directors and officers.
 
(e)
Farmout Agreement
 
 
In December 2003, the Company entered into a Farmout Agreement (the "Agreement") with Northern Dynasty Minerals Ltd. ("Northern Dynasty") and Rockwell Ventures Inc. ("Rockwell"),


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
each public companies with certain directors in common with the Company. Under the terms of the Agreement, the Company granted to Northern Dynasty, and to Rockwell, rights to earn joint venture working interests, subject to a maximum of $650,000 in the case of Northern Dynasty and $200,000 in the case of Rockwell, on certain exploration properties located in the vicinity of the Gibraltar mine property. For a period of 150 days after Northern Dynasty and Rockwell earned their working interests, the Company had the right to purchase their interests at 110% in cash or in common shares of the Company, at the Company's option. If the Company elected to issue common shares, the common shares to be issued were to have been valued at the weighted average ten-day trading price as traded on the TSX Venture Exchange.
 
 
In December 2003, Northern Dynasty earned an interest in these properties to the extent of $650,000 and Rockwell earned an interest in these properties to the extent of $200,000. In March 2004, Taseko exercised its right to purchase the interests earned by Northern Dynasty and Rockwell by issuing 256,272 common shares to Northern Dynasty and 78,853 common shares to Rockwell.
 
(f)
Royalty Agreement
 
 
In September 2004, the Company entered into agreements with an unrelated investment partnership, the Red Mile Resources No. 2 Limited Partnership (“Red Mile”). Gibraltar Mines Ltd. sold to Red Mile a royalty for $67.357 million cash, which cash was received on September 29, 2004. These funds were subsequently loaned to a financial institution (and a promissory note received) and the Company has pledged these funds to secure its obligations under the agreements.
 
 
Pursuant to the agreements, the Company received an aggregate of $10.5 million in fees and interest for services performed in relation to the Red Mile transaction, of which $5.25 million was received on each of September 2004 and in December 2004.
 
 
The amount of $5.25 million received in September 2004 included $1.75 million for indemnifying an affiliate of Red Mile from any claims relating to a breach by Gibraltar Mines Ltd. under the royalty agreement. The funds received in respect of the indemnification are presented as deferred revenue, and are recognized over the expected remaining life of the royalty agreement.
 
 
Annual royalties will be payable by Gibraltar Mines Ltd. at rates ranging from $0.01 per pound to $0.14 per pound of copper produced during the period from the commencement of commercial production (as defined in the agreement) to December 2014. Gibraltar Mines Ltd. is entitled to have released to it funds held under the promissory note to fund its royalty obligations to the extent of its royalty payments.
 
 
The Company has a pre-emptive option to effectively purchase (“call”) the royalty interest by acquiring the Red Mile partnership units at a future date in consideration of a payment commensurate with the funds received by the Company. Under certain circumstances, the investors in Red Mile also have a right to sell (“put”) their Red Mile partnership units to the


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
Company; however such right is subject to the Company's pre-emptive right to exercise the “call” in advance of any “put” being exercised and completed.
 
 
The Company has granted to Red Mile a net profits interest (“NPI”), which survives any “put” or “call” of the Red Mile units. For the years 2011 to 2014, the NPI is 2% if the price of copper averages US$2.50 to US$2.74 per pound, 3% if the price of copper averages US$2.75 to US$2.99 per pound and 4% if the price of copper averages US$3.00 per pound or greater for any year during that period. The US-dollar pricing amounts specified above are based upon an exchange rate of US$0.75 for CDN$1.00, and shall be adjusted from time to time by any variation of such exchange rates. No NPI is payable until the Company reaches a pre-determined aggregate level of revenues less defined operating costs and expenditures.
 
7.
Operating line of credit
 
 
The Company has an unsecured $2 million operating line of credit with a Canadian chartered bank at an interest rate of prime, due on demand, with no fixed terms of repayment. At September 30, 2004, approximately $1.86 million was outstanding on this line of credit. This operating line of credit is guaranteed by a director of the Company.
 
8.
Share capital
 
(a)
Authorized
 
 
Authorized share capital of the Company consists of 200,000,000 common shares without par value.
 
 
At the Company’s Annual and Extraordinary General Meeting held on February 2, 2004, an increase in authorized share capital from 100,000,000 to 200,000,000 was approved by shareholders.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

(b) Issued and outstanding

    Number of     
  Common shares  Shares  Amount   
  Balance, September 30, 2001  $ 25,067,697    $ 87,897,199   
  Issued during the year       
     To a dissenting Continental shareholder in exchange for       
         Gibraltar preferred shares at $1.07 per share (note 4)  114,800  122,836   
     Loan guarantee at $0.66 per share (note 7)  606,061  400,000   
     Private placement at $0.50 per share  414,850  185,835   
     Private placement at $0.47 per share  276,596  130,000   
     Private placement at $0.40 per share  375,000  150,000   
     For acquisition of Gibraltar Refinery (2002) Ltd. at $0.44 per share,       
         net of issue costs (note 6(d))  4,966,659  2,163,330   
     For debt settlement at $0.40 per share  2,100,000  840,000   
  Balance, September 30, 2002  33,921,663  91,889,200   
  Issued during the year       
     Share purchase options at $0.50 per share  40,000  20,000   
     Private placement at $0.30 per share, net of issue costs  2,185,000  645,245   
     Private placement at $0.30 per share, net of issue costs  4,470,001  1,253,654   
     Private placement at $0.40 per share, net of issue costs  5,817,500  2,146,666   
     For acquisition of the remaining business of the GESL Partnership,       
         net of issue costs (note 6(d))  7,446,809  3,491,554   
  Balance, September 30, 2003  53,880,973  99,446,319   
  Issued during the year       
     Share purchase options at $0.50 per share  4,265,000  2,132,500   
     Share purchase options at $0.40 per share  152,500  61,000   
     Share purchase options at $0.25 per share  75,000  18,750   
     Share purchase options at $0.55 per share  380,000  209,000   
     Share purchase options at $0.65 per share  25,500  16,575   
     Fair value of stock options allocated to shares issued on exercise  –  290,000   
     Share purchase warrants at $0.58 per share  276,596  160,426   
     Share purchase warrants at $0.55 per share  414,850  228,168   
     Share purchase warrants at $0.40 per share  302,250  120,900   
     Share purchase warrants at $0.50 per share  7,393,751  3,696,876   
     Share purchase warrants at $0.75 per share  473,332  354,999   
     Private placement at $0.60 per share, net of issue costs  6,700,000  3,910,728   
     Private placement at $2.00 per share, net of issue costs  3,900,000  7,323,943   
     Private placement at $1.25 per share, net of issue costs  8,000,000  8,933,206   
     For acquisition of Gibraltar Reclamation Trust Limited Partnership       
         at $2.79 per share, net of issue costs (note 6(d))  7,967,742  22,193,039   
     Loan guarantee at $2.00 per share (note 6(d))  225,000  450,000   
     Farmout agreement at $2.79 per share (note 6(e))  335,125  935,000   
  Balance, September 30, 2004  94,767,619    $ 150,481,429   

(c) Convertible debenture
   
 
On July 21, 1999, in connection with the acquisition of the Gibraltar mine, the Company issued a $17 million interest-free debenture to BWCL, which is due on July 21, 2009, but is convertible


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

 
into common shares of the Company over a 10 year period commencing at a price of $3.14 per share in year one and escalating by $0.25 per share per year thereafter ($4.39 per share as at September 30, 2004). BWCL’s purchase of the convertible debenture was receivable as to $4,000,000 in July 1999, $1,000,000 on October 19, 1999, $3,500,000 on July 21, 2000, and $8,500,000 by December 31, 2000, all of which were received. BWCL has the right to convert, in part or in all from time to time, the debenture into fully paid common shares of the Company from year one to year ten.
 
 
From the commencement of the sixth year to the tenth year, the Company has the right to automatically convert the debenture into common shares at the then-prevailing market price. Since the Company has the right and the intention to settle the convertible debenture through the issuance of common shares, notwithstanding the Company’s right to settle the debenture with cash, it has been included as a separate component of shareholders’ equity on the balance sheet.
 
 
Accounting standards in Canada for compound financial instruments require the Company to allocate the proceeds received from the convertible debenture between (i) the fair value of the option to convert the debenture into common shares and (ii) the fair value of the future cash outflows related to the debenture. At issuance, the Company estimated the fair value of the conversion option by deducting the present value of the future cash outflows of the convertible debenture, calculated using a risk-adjusted discount rate of 10%, from the face value of the principal of the convertible debenture. The residual carrying value of the convertible debenture is required to be accreted to the face value of the convertible debenture over the life of the debenture by, in the Company’s case, a direct charge to deficit.

    September 30,  September 30,   
    2004  2003   
               
  Present value of convertible debenture       
     Beginning of year  $ 9,777,058    $ 8,888,235   
     Accretion for the year  977,705  888,823   
     End of year  10,754,763  9,777,058   
  Conversion right  9,822,462  9,822,462   
    $ 20,577,225    $ 19,599,520   
               
               
    September 30,  September 30,   
    2004  2003   
               
  Summary of the convertible debenture terms       
     Principal amount of convertible debenture  $ 17,000,000    $ 17,000,000   
     Price per common share of the unexercised conversion right  $ 4.39    $ 4.14   
     Number of common shares potentially issuable under       
       unexercised conversion right  3,872,437  4,106,280   


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

(d) Share purchase option plan
   
 
The Company has a share purchase option plan approved by the shareholders that allows it to grant a maximum of 10% of the issued and outstanding common shares of the Company at the time an option is granted, less common shares reserved or issued in the plan, subject to regulatory terms and approval, to its employees, officers, directors and consultants. The exercise price of each option may be set equal to or greater than the closing market price of the common shares on the TSX Venture Exchange on the day prior to the date of the grant of the option, less any allowable discounts. Options have a maximum term of ten years and terminate 30 to 90 days following the termination of the optionee’s employment or term of engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.
   
  The continuity of share purchase options is as follows:

    2004 2003 2002  
    Number     Average Number     Average Number     Average  
    of shares     Price of shares     Price of shares     Price  
  Opening balance  4,685,000   0.48  4,145,000   0.50  657,000   1.56   
  Granted during the period  8,855,500     1.12  770,000     0.41  4,042,500     0.50   
  Exercised during the period  (4,898,000   0.50  (40,000   0.50      –   
  Expired/cancelled during period  (15,000   1.36  (190,000   0.50  (554,500   1.38   
  Closing balance  8,627,500   1.13  4,685,000   0.48  4,145,000   0.50   
  Contractual remaining life (years)      1.93      1.03      1.96   
  Range of exercise prices  $ 0.25-$1.65         $ 0.25-$0.50         $ 0.50        

  The following table summarizes information about share purchase options outstanding at September 30, 2004:

  Options outstanding   Options exercisable  
  Number    Weighted  Weighted    Number  Weighted   
  outstanding at    average  average    exercisable at  average   
Range of exercise  September 30,    remaining  exercise    September 30,  exercise   
prices  2004    contractual life  price    2004  price   
  $0.25 to $0.49  192,500    0.56    $ 0.31    192,500    $ 0.31   
  $0.50 to $0.74 2,390,000    2.00    $ 0.55    2,390,000    $ 0.55   
  $0.75 to $0.99  45,000    0.97    $ 0.81    45,000    $ 0.81   
  $1.00 to $1.24  –    –  N/A    –  –   
  $1.25 to $1.49  5,920,000    1.97    $ 1.38    5,577,500    $ 1.38   
  $1.50 to $1.74  80,000    1.10    $ 1.63    70,000    $ 1.65   
  Over $1.74  –    –  N/A    –  –   
  8,627,500    1.93    $ 1.13    8,275,000    $ 1.12   

 
Subsequent to September 30, 2004, to January 24, 2005, a total of 324,500 options were exercised for gross proceeds of $417,800.
 
 
The exercise prices of all share purchase options granted during the year were equal to the market price at the grant date. Using an option pricing model with the assumptions noted below, the


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

  estimated fair value of all options granted during the year have been reflected in the statement of operations as follows:

      Year ended      Year ended   
      September 30,      September 30,   
      2004      2003   
  Total compensation cost recognized in operations,             
     credited to contributed surplus  $    5,172,244    $  65,344   

  The weighted average assumptions used to estimate the fair value of options granted during the year were:

    2004   2003  
  Risk free interest rate  3%   3%  
  Expected life  2.4 years   2.5 years  
  Volatility  95%   145%  
  Expected dividends  nil   nil  

(e) Share purchase warrants
   
  The continuity of share purchase warrants during the year ended September 30, 2004 is as follows:

      Outstanding     Outstanding  
    Exercise September 30,     September 30,  
  Expiry dates  price 2003 Issued Exercised   2004  
  October 19, 2003  $ 0.58 276,596  –  (276,596  
  December 27, 2003  $ 0.55 414,850  –  (414,850  
  January 8, 2006  $ 0.40 375,000  –    375,000  
  December 31, 2003  $ 0.40 302,250  –  (302,250  
  December 31, 2004 $ 0.50 7,393,751  –  (7,393,751  
  December 31, 2005 $ 0.75 –  6,700,000  (473,332 6,226,668 (i) 
  March 10, 2005  $ 2.25 –  3,900,000    3,900,000 (ii) 
  September 28, 2006  $ 1.40 –  8,000,000    8,000,000 (iii)
      8,762,447  18,600,000  (8,860,779 18,501,668  

  (i)
Subject to a 45-day accelerated expiry upon notice if, at any time after the regulatory four-month hold period, the closing price of the Company's common shares, as traded on the TSX Venture Exchange, is at least $1.50 for ten consecutive trading days. As at September 30, 2004 management had not given notice of this accelerated expiry.
   
  (ii)
Subject to a 45-day accelerated expiry upon notice if, at any time after the regulatory four-month hold period, the closing price of the Company's common shares, as traded on the TSX Venture Exchange, is at least $4.50 for ten consecutive trading days.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars

  (iii)
Subject to a 45-day accelerated expiry upon notice if, at any time after the regulatory four-month hold period, the closing price of the Company's common shares, as traded on the TSX Venture Exchange, is at least $2.80 for ten consecutive trading days.
   
  Subsequent to September 30, 2004, to January 24, 2005, a total of 1,430,001 warrants were exercised for gross proceeds of $1,072,501.
   
  The continuity of share purchase warrants during the year ended September 30, 2003 is as follows:

      Outstanding      Outstanding   
    Exercise September 30,      September 30,   
  Expiry dates  price 2002  Issued  Exercised  2003   
  October 19, 2003  $      0.58  276,596  –  –  276,596   
  December 27, 2003 $      0.55  414,850  –  –  414,850   
  January 8, 2006  $      0.40  375,000  –  –  375,000   
  December 31, 2003 $      0.40  –  302,250  –  302,250   
  December 31, 2004 $      0.50  –  7,393,751                   –  7,393,751   
      1,066,446  7,696,001  –  8,762,447   

  The continuity of share purchase warrants during the year ended September 30, 2002 is as follows:

      Outstanding      Outstanding   
    Exercise September 30,      September 30,   
  Expiry dates  price 2001  Issued  Expired   2002   
  March 3, 2002  $ 1.30  138,089  –  (138,089 –   
  March 3, 2002  $ 2.35  407,877  –  (407,877 –   
  December 31, 2000/01  $ 1.38  1,245,000  –  (1,245,000 –   
  October 19, 2003  $ 0.58  –  276,596    276,596   
  December 27, 2003  $ 0.55  –  414,850    414,850   
  January 8, 2006  $ 0.40  –  375,000    375,000   
      1,790,966  1,066,446  (1,790,966 1,066,446   

(f) Contributed surplus

  Balance, September 30, 2002   
  Changes during fiscal 2003:     
     Non-cash stock-based compensation (note 8(d))    65,344  
  Contributed surplus, September 30, 2003    65,344  
  Changes during fiscal 2004:     
     Non-cash stock-based compensation (note 8(d))    5,172,244  
     Fair value of stock options allocated to shares issued on exercise    (290,000
  Contributed surplus, September 30, 2004  4,947,588  


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

9. Income taxes
   
 
Substantially all of the difference between the actual income tax expense of $23,744,000 (2003 – $nil) and the expected statutory corporate income tax recovery relates to losses not recognized and income realized for tax purposes but not accounting purposes. As at September 30, 2004 and 2003, the tax effect of the significant components within the Company’s future tax assets were as follows:

      2004     2003  
  Mineral properties  7,472,000    
  Loss carry forwards    1,412,000     1,778,000  
  Equipment    15,000     1,085,000  
  Reclamation obligation    5,359,000      
  Royalty obligation    23,979,000      
  Other tax pools    740,000     775,000  
      38,977,000     3,638,000  
  Valuation allowance    (38,977,000   (3,638,000
  Future income tax asset  $    $   

 
The Company has accrued a tax provision of a subsidiary company of $23.7 million. This provision reflects an amount which management believes is less than likely of ever becoming payable. The subsidiary has a June 30, 2005 taxation year end. Prior to making its ultimate tax calculations, the subsidiary will consider tax planning strategies which might be put in place subsequent to the Company's financial reporting date of September 30, 2004. In addition, the subsidiary would exhaust all appeals if any taxes in connection with this accrual were actually assessed against the subsidiary. The amount represents a potential liability which has been recognized in a conservative manner in accordance with Canadian generally accepted accounting principles. It does not represent a payable amount based on any filed, or expected to be filed, tax return. It does not arise from a transaction in any completed taxation year, nor has any taxation authority assessed the amount or any portion thereof as payable.
 
 
At September 30, 2004, the Company’s tax attributes include non-capital losses for income tax purposes in Canada totaling approximately $3,063,000 expiring in various periods from 2005 to 2014.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

10. Supplementary cash flow disclosures
   
  In addition to the non-cash operating, financing and investing activities previously disclosed, the Company’s non-cash operating, financing and investing activities were as follows:

      September 30,     September 30,   September 30,  
      2004     2003   2002  
  Issuance of tracking preferred shares of Gibraltar Mines                 
     Ltd. on acquisition of Harmony Gold Property (note 4)   $  –    –    $ 26,764,784   
  Issuance of common shares on acquisition of Gibraltar                 
     Refinery (2002) Ltd. (note 6(d))    –      –    2,163,330   
  Issuance of common shares on acquisition of remaining                 
     business of GESL Partnership    –      3,500,000    –   
  Issuance of common shares on acquisition of Gibraltar                 
     Reclamation Trust Limited Partnership    22,230,000      –    –   
  Issuance of common shares on redemption of Gibraltar                 
     tracking preferred shares held by a dissenting                 
     Continental shareholder (note 4)    –      –    122,836   
  Issuance of common shares for loan guarantee (note 7)    450,000      –    400,000   
  Issuance of common shares settlement of debt    –      –    840,000   
  Accretion of convertible debenture (note 8(c))    977,705      888,823    808,021   
  Fair value of stock options allocated to shares issued on                 
     exercise    290,000      –    –   
                     
      September 30,     September 30,   September 30,  
      2004     2003        2002  
  Supplemental cash flow information                 
  Cash paid during the year for                 
     Interest  49,294    101,942  107,790   
     Taxes  45,352    6,135  117,333   


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

11. Related party transactions and advances
   
  Details of related party transactions and advances not disclosed elsewhere in these financial statements include:

      September 30,     September 30,     September 30,  
  Transactions    2004     2003     2002  
  Hunter Dickinson Inc.                   
     Services rendered to the Company and its subsidiaries                   
        and reimbursement of third party expenses (a)  806,970    253,859    574,892   
     Services rendered to GESL Partnership (b)  –    –    1,384,496   
  Hunter Dickinson Group Inc.                   
     Consulting services rendered to the Company (c)  12,800    9,600    –   
  Tom Milner Enterprises Inc.                   
     Consulting services rendered to the Company (d)  115,155    –    –   

      September 30,     September 30,  
  Advances    2004     2003  
  Advances to (from) (e)         
     Hunter Dickinson Inc. (a)  198,281   229,129  
     Hunter Dickinson Group Inc. (c)    (3,424   (4,591
     Advances to (from) related parties  194,857   224,538  

  (a)
Hunter Dickinson Inc. ("HDI") is a private company with certain directors in common that provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company and its subsidiaries on a full cost recovery basis pursuant to an agreement dated December 31, 1996.
   
  (b)
During fiscal 2001 and 2002, Hunter Dickinson Inc. provided engineering and other services to the GESL Partnership at industry standard rates.
   
  (c)
Hunter Dickinson Group Inc. is a private company with certain directors in common with the Company that provides consulting services to the Company.
   
  (d)
Tom Milner Enterprises Inc. is a private company controlled by a director of the Company that provides consulting services to the Company.
   
  (e)
Advances are non-interest bearing and due on demand.


TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the year ended September 30, 2004
(Expressed in Canadian Dollars)

12. Subsequent events
     
  Subsequent to September 30, 2004
     
  (a)
324,500 options were exercised for gross proceeds of $417,800 (note 8(d));
   
  (b)
1,430,001 warrants were exercised for gross proceeds of $1,072,501 (note 8(e));
   
  (c)
the Company sold and arranged lease financing for the mining shovel and five haul trucks acquired in fiscal 2004, for net proceeds of US$14.6 million (note 5);
   
  (d)
the Company executed its first shipment of copper concentrate, pursuant to its restart plan, in December 2004;
   
  (e)
On February 3, 2005, the Company announced that it had reached agreements with a number of accredited investors to privately place up to 5,172,500 units in its capital, at a price of $1.45 per unit, for gross proceeds of up to $7.5 million. Each unit will consist of one common share and one common share purchase warrant exercisable to purchase an additional common share at a price of $1.66 for an 18 month period from the completion of the financing. This private placement is subject to regulatory approval and is scheduled to close in February 2005.