-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MrTI6ZckRVf9qzSvAcqNNvOnnN1VSWMMSFklzCuz0gLtznxIOlxwPtBI3lbe5ltq hR08PxTDixsDH1p2mUJDyQ== 0001062993-05-000502.txt : 20050314 0001062993-05-000502.hdr.sgml : 20050314 20050314122911 ACCESSION NUMBER: 0001062993-05-000502 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASEKO MINES LTD CENTRAL INDEX KEY: 0000878518 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31965 FILM NUMBER: 05677713 BUSINESS ADDRESS: STREET 1: 1020-800 W. PENDER STREET CITY: VANCOUVER BC CANADA V6C 2V6 STATE: A1 ZIP: 00000 BUSINESS PHONE: (604) 684-6365 MAIL ADDRESS: STREET 1: 1020-800 W. PENDER STREET STREET 2: V6C 2V6 CITY: VANCOUVER STATE: A1 ZIP: 00000 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by Automated Filing Services Inc. (604) 609-0244 - Taseko Mines Limited - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

As at February 23, 2005

TASEKO MINES LIMITED
(Exact name of Registrant specified in its charter)

BRITISH COLUMBIA, CANADA
(Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street
Vancouver, British Columbia, Canada, V6C 2V6

(Address of principal executive offices)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
  Form 20-F  x    Form 40-F   ¨   
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes   ¨   No   ¨   
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________


SUBMITTED HEREWITH

Exhibits

  99.1 Interim Financial Statements for the Three Month Period Ended December 31, 2004
   
  99.2 Management's Discussion and Analysis for the Three Month Period Ended December 31, 2004

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  TASEKO MINES LIMITED
     
Dated: February 23, 2005 By: /s/ Jeffery R. Mason
    Jeffrey R. Mason
    Director and Chief Financial Officer

 


EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Taseko Mines Limited - Exhibit 99.1

TASEKO MINES LIMITED
CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2004

(Expressed in Canadian Dollars)
(Unaudited)

 

 

These financial statements have not been reviewed by the Company's auditors


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

    December 31     September 30  
    2004     2004  
Assets         
             
Current assets         
         Cash and equivalents  $ 8,218,684   $ 14,892,947  
         Restricted cash (note 6(a))    5,000,000      
         Amounts receivable    1,661,620     2,766,184  
         Advances to related parties (note 11)        194,857  
         Concentrate inventory    8,500,881      
         Supplies inventory    4,176,921     2,277,397  
         Prepaid expenses    161,754     210,015  
    27,719,860     20,341,400  
             
Prepaid lease payments (note 5)    4,410,460      
Property, plant and equipment (note 5)    14,002,851     35,759,634  
Reclamation deposits (notes 4, 6(a) and 6(d))    17,706,902     17,647,056  
Promissory note (note 6(f))    68,513,242     68,172,380  
Mineral property interests (note 6)    3,000     3,000  
  $ 132,356,315   $ 141,923,470  
             
Liabilities and Shareholders' Equity         
             
Current liabilities         
         Operating line of credit (note 7)  $ 1,090,724   $ 1,857,740  
         Accounts payable and accrued liabilities    9,702,946     14,578,172  
         Advances from related parties (note 11)    80,624      
         Current portion of vehicle loans (note 7)    138,258      
         Income taxes (note 9)    23,744,000     23,744,000  
    34,756,552     40,179,912  
             
Vehicle loans (note 7)    171,784      
Royalty obligation (note 6(f))    67,357,000     67,357,000  
Deferred revenue (note 6(f))    1,706,250     1,750,000  
Reclamation liability (note 5)    32,700,000     32,700,000  
             
    136,691,586     141,986,912  
             
Shareholders' equity (deficiency)         
         Share capital (note 8)    151,650,379     150,481,429  
         Convertible debenture (note 8(c))    20,847,200     20,577,225  
         Tracking preferred shares (note 4)    26,641,948     26,641,948  
         Contributed surplus (note 8(f))    5,112,137     4,947,588  
         Deficit    (208,586,935   (202,711,632
    (4,335,271   (63,442
Nature of operations (note 1)         
Commitments (note 6)         
Subsequent events (notes 8 and 12)         
  $ 132,356,315   $ 141,923,470  

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)
(Unaudited)

    Three months ended December 31  
    2004     2003  
             
Expenses         
         Conference and travel  $ 12,995   $ 40,269  
         Consulting    63,760     110,927  
         Corporation taxes    554      
         Depreciation    302,702     179,978  
         Exploration (schedule)    32,047     1,398,492  
         Interest and finance charges    41,785     19,339  
         Legal, accounting and audit    97,146   $ 16,818  
         Office and administration    164,316     121,738  
         Property investigation        141,063  
         Restart project (schedule)    8,172,814      
         Shareholder communication    52,822     73,802  
         Stock-based compensation (note 8(d))    164,549     1,314,296  
         Trust and filing    6,114     4,395  
    9,111,604     3,421,117  
             
Other items         
         Interest and other income    5,735,716     135,289  
         Foreign exchange    (51,448    
         Loss on sale of equipment    (2,177,992    
    3,506,276     135,289  
             
Loss for the period  $ (5,605,328 $ (3,285,828
             
             
Basic and diluted loss per common share (notes 3(i) and 8)  $ (0.06 $ (0.06
             
Weighted average number of         
         common shares outstanding    95,773,608     57,481,236  

Consolidated Statements of Deficit
(Expressed in Canadian Dollars)
(Unaudited)

    Three months ended December 31  
    2004     2003  
             
Deficit, beginning of period  $ (202,711,632 $ (121,069,356
Loss for the period    (5,605,328   (3,285,828
Accretion expense on convertible debenture    (269,975   (245,431
             
Deficit, end of period  $ (208,586,935 $ (124,600,615

See accompanying notes to consolidated financial statements.


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

    Three months ended December 31  
Cash provided by (used for):    2004     2003  
             
Operating activities         
         Loss for the period  $ (5,605,328 $ (3,285,828
         Items not involving cash         
                  Loss on sale of equipment    2,177,992     -  
                  Accrued interest on reclamation deposits    (400,708   (111,720
                  Depreciation    302,702     179,978  
                  Stock-based compensation    164,549     1,314,296  
                  Deferred revenue    (43,750   -  
         Changes in non-cash operating working capital         
                  Amounts receivable and prepaids    1,152,825     (4,565
                  Inventories    (10,400,405   (10,662
                  Accounts payable and accrued liabilities    (4,875,226   (15,674
    (17,527,349   (1,934,175
             
Investing activities         
       Purchase of property, plant and equipment    (2,774,622   (15,233
       Proceeds received on sale of property, plant and equipment    22,050,711     -  
       Restricted cash    (5,000,000   -  
    14,276,089     (15,233
             
Financing activities         
       Bank operating loan    (767,016   (280,038
       Advances from related parties    275,481     455,184  
       Vehicle loans    310,042     -  
       Common shares issued for cash, net of issue costs    1,168,950     8,266,658  
       Prepaid lease payments    (4,410,460   -  
    (3,423,003   8,441,804  
             
Increase (decrease) in cash and equivalents    (6,674,263   6,492,396  
Cash and equivalents, beginning of period    14,892,947     2,424,221  
             
Cash and equivalents, end of period  $ 8,218,684   $ 8,916,617  

Supplementary cash flow disclosures (note 9)

See accompanying notes to consolidated financial statements.


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

  Property     
Three months ended December 31, 2004  Prosperity   Gibraltar  Harmony  Total   
                         
Exploration expenses           
       Assays and analysis  $ 4,487  $ –  $ –    $ 4,487   
       Equipment rentals  1,788  –  –  1,788   
       Geological  1,351  –  –  1,351   
       Mine planning  6,341  –  18,080  24,421   
                         
Exploration expenses during the period  13,967  –  18,080  32,047   
Cumulative expenses, beginning of period  41,646,184  15,979,154  70,338  57,695,676   
                         
Cumulative expenses, end of period  $ 41,660,151    $ 15,979,154    $ 88,418    $ 57,727,723   
                         
                         
                         
  Property     
Three months ended December 31, 2003  Prosperity  Gibraltar  Harmony  Total   
                         
Exploration expenses           
       Assays and analysis  $ 4,351    $ 826,051    $ 236    $ 830,638   
       Drilling  –  397,596  –  397,596   
       Equipment rentals  844  26,198  –  27,042   
       Geological  –  179,557  2,480  182,037   
       Mine planning  16,698  64,965  4,368  86,031   
       Site activities  930  606,272  –  607,202   
                         
Exploration expenses during the period  22,823  2,100,639  7,084  2,130,546   
Cumulative expenses, beginning of period  41,576,410  10,902,295  27,317  52,506,022   
                         
Cumulative expenses, end of period  $ 41,599,233    $ 13,002,934    $ 34,401    $ 54,636,568   


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

    Three months ended December 31   
Mine Restart Project Expenses    2004     2003   
             
Administration  $ 79,035   $ –   
Environmental    37,856        –   
Mill    1,947,646        –   
Mine    1,021,406        –   
Mineral production, treatment and transportation    12,673,208     –   
Sales of concentrate during restart period    (8,101,845      –   
Site services    468,438        –   
Warehouse    47,070        –   
             
Expenses during the period    8,172,814        –   
Cumulative expenses, beginning of period    14,982,008        –   
             
Cumulative expenses, end of period  $ 23,154,822   $    –   

Consolidated Schedules of Mineral Production, Treatment and Transportation
(Expressed in Canadian Dollars)
(Unaudited)

    Three months ended December 31   
Mineral Production, Treatment and Transportation Expenses    2004     2003   
             
Administration  $ 1,642,604   $    –   
Environmental/water treatment    163,023        –   
Landfill operations    (28,114   –   
Mill    5,533,519     –   
Mine    10,338,836     –   
Mine planning    77,249     –   
Other    876,280        –   
Plant services    1,183,241     –   
Transportation and treatment    1,387,451     –   
Less: Inventory    (8,500,881      –   
             
Expenses during the period  $ 12,673,208   $ –   



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

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 December 31, 2004, the Company's principal business activities related 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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

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)
Inventory 
   
Copper and molybdenum concentrates are reported at the lower of budgeted cost and net realizable value. 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 period and restart 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.



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
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.
 
 
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, but 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 share 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



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
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.
 
(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 periods 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, prepaids, restricted cash, reclamation deposits, bank operating loan and accounts payable and accrued liabilities, approximate their fair values due to their short term nature.
 
 
At December 31, 2004, the carrying values of the promissory note and the royalty obligation approximate their fair values.



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

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.
   
(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 periods' 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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
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. 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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

5. Property, plant and equipment

 

    December 31, 2004 September 30, 2004
  Equipment - Prosperity                         
  Property and Harmony        Accumulated      Net book        Accumulated  Net book 
  Property  Cost      depreciation      value  Cost      depreciation  value 
  Field  $ 11,879    $ 10,767    $ 1,112    $ 11,879    $ 10,677    $ 1,202 
  Computer and office  15,172      14,330      842  15,172      14,262  910 
  Total Prosperity Property                         
  and Harmony Property  $ 27,051    $ 25,097    $ 1,954    $ 27,051    $ 24,939    $ 2,112 
                                     
  Gibraltar Mine        Accumulated      Net book        Accumulated  Net book 
  Plant and equipment  Cost      depreciation      value  Cost      depreciation  value 
  Buildings and equipment  $ 5,931,580    $ 510,980    $ 5,420,600    $ 5,931,580    $ 492,030    $ 5,439,550 
  Mine equipment  10,604,461      2,772,159      7,832,302  32,458,793      2,544,160  29,914,633 
  Plant and equipment  975,493      697,584      277,909  975,493      666,369  309,124 
  Vehicles  598,770      135,633      463,137  198,519      115,426  83,093 
  Computer equipment  101,162      94,213      6,949  101,162      90,040  11,122 
  Total Gibraltar mine  $ 18,211,466    $ 4,210,569    $ 14,000,897    $ 39,665,547    $ 3,908,025    $ 35,757,522 
                                     
  Total property, plant                         
  and equipment  $ 18,238,517    $ 4,235,666    $ 14,002,851    $ 39,692,598    $ 3,932,964    $ 35,759,634 

 

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 $17.7 million at December 31, 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).

During the period ended December 31, 2004, the Company sold the mining shovel and the five haul trucks for approximately US$18.3 million ($22.0 million), of which approximately US$14.7 million ($17.5 million) was received in November 2004, net of a 20% down payment (US$3.7 million, or $4.4 million) which was funded by the Company and represent prepaid lease payments. 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.

The Company has also guaranteed residual values totaling US$7.1 million ($8.5 million) on this equipment at the end of the lease term in November 2008.




TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

6. Mineral property interests

      December 31,      September 30, 
      2004      2004 
  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      1,000 
    $ 3,000    $ 3,000 

(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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
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.
 
 
Pursuant to the joint venture agreement, the Company is required to maintain a bank account with a balance of at least $5 million in a joint "product revenue account", for the purposes of providing working capital for operations and general administrative costs.
 
(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.



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

(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.
 
 
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.



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

(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"), 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



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
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 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 and vehicle loans
 
 
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 December 31, 2004, approximately $1.09 million was outstanding on this line of credit. This operating line of credit is guaranteed by a director of the Company.
 
 
The Company has a series of loans related to certain of the on-road vehicles used at the mine site, at interest rates ranging from 0% to 9.75%. Most of these loans have a term of 36 months, and are secured by the vehicles to which they relate. The required payments on these loans over the next five years is as follows:

      Remainder of                         
      2005      2006      2007      2008      2009 
  Principal  $ 103,290    $ 141,563    $ 53,386    $ 11,803    $
  Interest    8,142      7,013      2,836      152     
  Total  $ 111,432    $ 148,576    $ 56,222    $ 11,955    $



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

8 Share capital 
   
(a) Authorized 
 
Authorized share capital of the Company consists of 200,000,000 common shares without par value. 
   
(b) Issued and outstanding 

    Number     
  Common shares  of Shares    Amount 
  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    9,533,206 
           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    $ 151,081,429 
  Issued during the period       
           Share purchase options at $0.40 per share  22,500    9,000 
           Share purchase options at $0.81 per share  10,000    8,100 
           Share purchase options at $1.65 per share  10,000    16,500 
           Share purchase options at $1.36 per share  60,000    81,600 
           Share purchase warrants at $0.75 per share  1,405,001    1,053,750 
  Balance, December 31, 2004  96,275,120    $ 152,250,379 

(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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 

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 December 31, 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. During the year ended September 30, 2003, the Company restated the prior years' convertible debenture and deficit balances within shareholders’ equity on the balance sheet and the statements of deficit for the years ended September 30, 2002 and 2001 to reflect the required accretion of the convertible debenture.


    Three months   
    ended  Year ended 
    December 31,  September 30, 
    2004  2004 
             
  Present value of convertible debenture     
            Beginning of period  $ 10,754,763    $ 9,777,058 
            Accretion for the period  269,975  977,705 
            End of period  11,024,738  10,754,763 
  Conversion right  9,822,462  9,822,462 
    $ 20,847,200    $ 20,577,225 



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

    December 31,  September 30, 
    2004  2004 
             
  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    $ 4.39 
       Number of common shares potentially issuable under     
             unexercised conversion right  3,872,437  3,872,437 

(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:

    For the three month             
    period ended             
    December 31,  For the years ended September 30, 
    2004  2004  2003 
    Number     Average     Number     Average  Number     Average 
    of shares     Price    of shares     Price  of shares     Price 
  Opening balance  8,627,500   $ 1.13  4,685,000   $ 0.48  4,145,000   $ 0.50 
  Granted during the period      0.58  8,855,500     1.12  770,000     0.41 
  Exercised during the period  (102,500   1.12  (4,898,000   0.50  (40,000   0.50 
  Expired/cancelled during period      –  (15,000   1.36  (190,000   0.50 
  Closing balance  8,525,000   $ 1.13  8,627,500   $ 1.13  4,685,000   $ 0.48 
  Contractual remaining life (years)      1.68      1.93      1.03 
  Range of exercise prices  $0.25-$1.65         $0.25-$1.65         $0.25-$0.50      

 

As at December 31, 2004, 8,177,500 of the options outstanding had vested with optionees.

Subsequent to December 31, 2004, to February 8, 2005, a total of 487,000 options were exercised for gross proceeds of $436,100.




TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
The exercise prices of all share purchase options granted during the period were equal to the market price at the grant date. Using an option pricing model with the assumptions noted below, the estimated fair value of all options granted during the period have been reflected in the statement of operations as follows:

      Three months   
      ended  Year ended 
      December 31,  September 30, 
      2004  2004 
  Total compensation cost recognized in operations,       
              credited to contributed surplus  $ 164,549    $ 5,172,244 

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

Risk free interest rate  3%
Expected life  2.4 years
Volatility  94%
Expected dividends  nil

(e)      Share purchase warrants
 
  The continuity of share purchase warrants is as follows:

      Outstanding      Outstanding  
    Exercise  September 30,      December 31,  
  Expiry dates  price  2004  Issued  Exercised  2004  
  January 8, 2006  $0.40  375,000  –  –  375,000  
  December 31, 2005  $0.75  6,226,668  –  1,405,001  4,821,667 (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)
      18,501,668  –  1,405,001  17,096,667  

  (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 December 31, 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 period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

 
(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 December 31, 2004, to February 8, 2005, a total of 358,333 warrants were exercised for gross proceeds of $268,750.

The continuity of share purchase warrants during the previous fiscal year 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 
  March 10, 2005  $2.25  –  3,900,000  3,900,000 
  September 28, 2006  $1.40  –  8,000,000  8,000,000 
      8,762,447  18,600,000  (8,860,779) 17,096,667 

(f) Contributed surplus

  Balance, 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  
  Changes during fiscal 2004:     
           Non-cash stock-based compensation (note 8(d))    164,549  
  Contributed surplus, December 31, 2004  $ 5,112,137  



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

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



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

      December 31,      September 30,      September 30, 
      2004      2004       2003 
  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 for loan guarantee (note 7)    –      450,000      – 
  Accretion of convertible debenture (note 8(c))    269,975      977,705      888,823 
  Fair value of stock options allocated to shares issued on                 
           exercise    –      290,000      – 
                   
      December 31,      September 30,      September 30, 
      2004      2004       2003 
  Supplemental cash flow information                 
  Cash paid during the period for                 
           Interest  $ 41,785    $      49,294    $ 101,942 
           Taxes  $ 554    $      45,352    $ 6,135 

11. Related party transactions and advances

      Three months      
      ended     Year ended  
      December 31,     September 30,  
  Transactions    2004     2004  
  Hunter Dickinson Inc.         
           Services rendered to the Company and its subsidiaries         
                   and reimbursement of third party expenses (a)  $ 177,357   $ 806,970  
  Hunter Dickinson Group Inc.         
           Consulting services rendered to the Company (b)  $ 3,200   $ 12,800  
  Tom Milner Enterprises Inc.         
           Consulting services rendered to the Company (c)  $ 58,073   $ 115,155  
               
      December 31,     September 30,  
  Advances    2004     2004  
  Advances to (from) (d)         
           Hunter Dickinson Inc. (a)  $ (77,200 $ 198,281  
           Hunter Dickinson Group Inc. (b)    (3,424   (3,424
           Advances to (from) related parties  $ (80,624 $ 194,857  

  (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.



TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in Canadian Dollars)
(Unaudited)
 

  (b)     
Hunter Dickinson Group Inc. is a private company with certain directors in common that provides consulting services to the Company.
 
  (c)     
Tom Milner Enterprises Inc. is a private company controlled by a director of the Company that provides consulting services to the Company.
 
  (d)     
Advances are non-interest bearing and due on demand.
 
12.      Subsequent events
 
  Subsequent to December 31, 2004, to February 8, 2005:
 
  (a)     
487,000 options were exercised for gross proceeds of $436,100 (note 8(d)).
 
  (b)     
358,333 warrants were exercised for gross proceeds of $268,750 (note 8(e)).



EX-99.2 3 exhibit99-2.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Taseko Mines Limited - Exhibit 99.2

TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

T A B L E   O F   C O N T E N T S

1.1 Date 2
     
1.2 Overview 2
     
  Gibraltar mine 2
     
  Market Trends 4
     
1.3 Selected Annual Information 5
     
1.4 Results of Operations 6
     
1.5 Summary of Quarterly Results 7
     
1.6 Liquidity 8
     
1.7 Capital Resources 9
     
1.8 Off-Balance Sheet Arrangements 9
     
1.9 Transactions with Related Parties 10
     
1.10 Fourth Quarter 10
     
1.11 Proposed Transactions 10
     
1.12 Critical Accounting Estimates 10
     
1.13 Changes in Accounting Policies including Initial Adoption 11
     
1.14 Financial Instruments and Other Instruments 12
     
1.15 Other MD&A Requirements 12
     
1.15.1 Other MD&A Requirements 12
     
1.15.2 Additional Disclosure for Venture Issuers Without Significant Revenue 12
     
1.15.3 Disclosure of Outstanding Share Data 13



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.1 Date

This Management Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited financial statements of Taseko Mines Limited ("Taseko", or the "Company") for the three months ended December 31, 2004.

This MD&A is prepared as of February 8, 2005. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

1.2 Overview

Taseko Mines Limited ("Taseko" or the "Company") is a mineral exploration and mining company with three projects located in British Columbia, Canada. These are the Gibraltar copper mine and two exploration projects: the Prosperity gold-copper project and the Harmony gold project.

On October 4, 2004, Taseko began trading on the American Stock Exchange under the symbol “TGB”.

The Gibraltar mine is a 35,000 tonnes per day mine and mill facility with a 27-year operating history that had been maintained on standby by the Company since 1999, awaiting higher copper prices. With the improvement in copper markets in late 2003 and early 2004, the Company began planning for restart. The restart plan called for six months of pre-production mining and mill commissioning activities, which was condensed to four months of pre-production mining and by focusing on refurbishment of the copper circuit.

Copper circuit operations in the mill were initiated during the first fiscal quarter in October 2004. The copper circuit reached planned capacity and the first concentrate was sold during the first quarter.

Construction upgrades to the molybdenum circuit and a copper cleaner circuit were carried out during the quarter from October to December. Molybdenum production is expected to reach planned levels during the second fiscal quarter.

Gibraltar mine

The Gibraltar mine is operated under a Joint Venture Operating Agreement (“the Joint Venture”) with Ledcor CMI Ltd. (“Ledcor”). Taseko (through its wholly owned operating subsidiary Gibraltar Mines Ltd., “Gibraltar”) has an 85% interest in the residual profits of the Joint Venture (i.e. profits after payment of usage fees to the participants for contributed assets and services) and Ledcor has a 15% interest in the residual profits. The Joint Venture holds rights to operate the mine as well as leases on certain mining equipment, such as mechanical shovel and trucks, but the mill and other mine assets, including mineral



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

titles belong to Gibraltar. The Joint Venture pays usage fees to each of Gibraltar and Ledcor for use of their respectively contributed assets as well as for services they respectively contribute to the Joint Venture. Taseko is responsible for concentrate sales, off-site activities and certain aspects of administration, and Ledcor, as Operator of the Joint Venture, has primary responsibility for carrying out all mining and milling activities as well as recruitment of personnel and maintenance of the equipment and facilities. More than 250 people are currently employed at the mine.

The current Gibraltar mine plan is based on the extraction of 163.5 million tons (148 million tonnes) of sulphide material over 12 years, producing an estimated average of 70 million pounds of copper and 980,000 pounds of molybdenum per year in concentrate. Oxide mineralization has also been outlined in several areas at Gibraltar. A 10 million pound per year solvent extraction-electrowinning plant is on-site to produce copper cathode from oxide mineralization when accessed.

Prior to the beginning of the quarter, approximately 5.56 million tons of overburden material was stripped to expose mineralization at the Pollyanna pit in preparation for mining. During pre-stripping, approximately 600,000 tons of additional oxidized ore was encountered near the surface that was processed during the quarter. Restart began in early October.

Daily mine production increased from 89,800 tons per day in October to 120,600 tons per day in December (the plan is 120,000 tons per day) for a total of 9.8 million tons for the quarter (the plan was 10.6 million tons).

By the end of the first quarter, the copper circuit reached planned production targets. Monthly copper production increased from 2.5 million pounds in October to 5.2 million pounds in December (the plan is 5.7 million pounds per month). The total quarterly production was 12.1 million pounds of copper in 21,300 wet metric tonnes (WMT) of concentrate averaging 28% copper.

The variations from the mining plan for the quarter were due, in part, to the late arrival of a new shovel and trucks at site, and changes to the restart plan which impacted pre-production activities. Planned mill production was affected by commissioning of the copper circuit, and by some difficulties in processing the additional oxidized material encountered during stripping.

An ocean shipment of approximately 8,100 WMT of copper concentrate was sold during the quarter in early December. Two additional shipments of copper concentrate – 10,000 WMT and 6,000 WMT – were made in January and February, and subsequent to the end of the quarter.

Work on the molybdenum and copper cleaner circuits were completed by the end of the quarter. The molybdenum circuit is being commissioned in the second fiscal quarter (January to March 2005). Some production delays were experienced because of extreme weather conditions in January, however, the circuit is expected to reach the planned monthly production of 78,000 pounds of molybdenum concentrate by the end of the quarter.

Other site Activities

In fiscal 2003, the Company developed, in partnership with the Cariboo Regional District, a community landfill at the Gibraltar site. The landfill operates in an area where mining is completed. In December 2004, the Gibraltar Landfill had been in full operation for fourteen months. The landfill project has



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

received several sustainability awards, including the “Strengthening Communities” award by the Fraser Basin Council, a group that advises on multiple land use in south and central BC, in October 2004.

Labour Relations Board Issue

The Company and its former union, the National Automobile, Aerospace, Transportation and General Workers Union of Canada (the “CAW”), appeared before the British Columbia Labour Relations Board (“LRB”), which ruled on June 29, 2004 (the “Original Decision”) that the Company was entitled to contract with Ledcor to commission and start up the Gibraltar mine. Further, the LRB ruled that once the majority of workers on the Gibraltar site consist of the longer term mining and mill operating personnel, a vote would be held to determine which union would represent those employees – the CAW, or the Christian Labour Association of Canada (“CLAC”), which represent Ledcor’s employees.

The CAW applied for leave and reconsideration of the Original Decision, on the basis that the JV formed to operate the Gibraltar mine had not proceeded in a manner represented to the original LRB panel. A representation vote was held on November 15 and 16, 2004, but before the vote can be counted, the LRB must be satisfied that the terms of the JV Agreement have been implemented and the necessary elements of a successorship have been established. The ballot boxes were ordered sealed by the LRB, and the original LRB panel, pending those determinations, will decide whether the vote results will be counted.

A series of submissions were made by the unions and the JV in December 2004 and January 2005. On February 16, 2005, the LRB ruled that the Taseko-Ledcor JV had proceeded as represented to the original LRB panel and that Taseko-Ledcor is the successor employer at Gibraltar. As a result, the ballots will be counted to determine which union will represent the employees.

Market Trends

Copper prices strengthened throughout 2004. The average price for the year was about US$1.30 per pound, compared to US$0.81 per pound in 2003. The price of molybdenum oxide also increased from US$7.60 per pound early in 2004 to US$34.00 per pound by calendar year end, averaging US$16.88 per pound for the year, well above its long term price of US$4.00 per pound.

Gold prices continued an overall uptrend in 2004. The average gold price for 2004 was US$410 per ounce, compared to US$364 per ounce in 2003.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.3 Selected Annual Information

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in Canadian dollars except common shares outstanding.

  As at   As at  As at   
  September 30   September 30  September 30   
Balance Sheet  2004   2003  2002   
Current assets  $ 20,341,400   $ 6,110,155    $ 2,761,936   
Mineral properties  3,000   28,813,296  28,813,296   
Other assets  121,579,070   26,311,460  28,735,049   
Total assets  141,923,470   61,234,911  60,310,281   
                   
Current liabilities  40,179,912   3,851,136  7,038,456   
Other liabilities  101,807,000   32,700,000  32,700,000   
Shareholders’ equity (deficit)  (63,442 24,683,775  20,571,825   
Total shareholders’ equity & liabilities  141,923,470   61,234,911  60,310,281   

  Year ended   Year ended   Year ended  
  September 30   September 30   September 30  
Operations  2004   2003   2002  
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  4,457,600   2,029,529   2,071,885  
Interest and finance charges  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  5,095,249      
Property investigation  141,067      
Refinery project    500,000   1,698,826  
Restart project  14,982,008      
Shareholder communication  657,342   74,687   90,835  
Trust and filing  88,530   21,113   36,802  
Interest and other (income)  (5,154,209 (721,480 (551,842
Gain on sale of property, plant and equipment    (131,638 (1,314
Income taxes  23,744,000      
Write down of mineral property acquisition costs  28,810,296     600,000  
Stock-based compensation  5,172,244   65,344    
Loss for the period  80,664,571   3,510,513   6,503,929  
                   
Accretion expense  977,705   888,823   808,021  
                   
Basic and diluted loss per share  $ (1.09 $ (0.09 $ (0.24
                   
Weighted average number of common shares outstanding  75,113,426   46,984,378   30,338,098  



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.4 Results of Operations

The Company’s loss for the first quarter of fiscal 2005 is $5.6 million, which is a decrease from the previous quarter ($64.0 million), but an increase from the $3.2 million incurred in the first quarter of fiscal 2004. The loss is mainly related to restart costs for Gibraltar. It decreased from the previous quarter when restart costs and accounting for a writedown and other year end corporate tax were incurred. There is $8.5 million in copper concentrate in inventory, which was treated but not shipped during the quarter.

During the quarter, $8.2 million was spent on Mine Restart Project expenses, a decrease from $13.1 million spent in the previous quarter. As the mine was on still standby in the first quarter of fiscal 2004, there were no expenditures of this kind. Although restart costs were still being incurred during the quarter, the Company also received its first payment for copper concentrate, totaling $8.1 million, which offset some of these costs.

Administrative costs decreased from the previous quarter. The main decreases were in the areas of legal accounting and audit (Q4 2004 – $325,567; Q1 2005 – $97,146) and stock based compensation (Q4 2004 – $2.04 million; Q1 2005 – $164,549). Costs were higher in the previous quarter because of legal and labor issues related to the re-start of the Gibraltar mine.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.5 Summary of Quarterly Results

The following summary is presented in Canadian dollars except common shares outstanding.

  Dec 31,   Sep 30,   Jun 30,   Mar 31,   Dec 31,   Sep 30,   Jun 30,   Mar 31,  
  2004   2004   2004   2004   2003   2003   2003   2003  
Current assets  27,719,860   20,341,400   22,503,985   31,197,299   12,393,240   6,110,155   6,931,542   4,590,814  
Mineral properties  3,000   3,000   28,813,296   28,813,296   28,813,296   28,813,296   28,813,296   28,813,296  
Other assets  104,633,455   121,579,070   37,453,575   29,025,131   26,258,435   26,311,460   26,232,419   26,069,484  
Total assets  132,356,315   141,923,470   88,770,856   89,035,726   67,464,971   61,234,911   61,977,257   59,473,594  
                                 
Current liabilities  34,756,552   40,179,912   4,082,614   1,411,538   3,786,070   3,851,136   3,490,173   3,571,875  
Other liabilities  101,935,034   101,807,000   32,700,000   32,700,000   32,700,000   32,700,000   32,700,000   32,700,000  
Shareholders’ equity  (4,335,271 (63,442 51,988,242   54,924,188   30,978,901   24,683,775   25,787,084   23,201,719  
Total shareholders’ equity                 
and liabilities  132,356,315   141,923,470   88,770,856   89,035,726   67,464,971   61,234,911   61,977,257   59,473,594  
                                 
Expenses:                 
Conference and travel  12,995   11,689   19,062   22,051   40,269   4,449   12,492   6,962  
Consulting  63,760   56,450   94,875   (10,462 110,927   30,118   40,309   58,011  
Corporation taxes  554   14,184   20,000   11,168     101,308   (44,911 11,594  
Deprecation  302,702   181,430   181,434   180,407   179,978   179,559   176,617   176,617  
Exploration  32,047   (2,587,961 3,939,477   975,538   2,130,546   607,301   449,458   687,681  
Interest and finance charges  41,785   18,138   452,616   9,201   19,339   124,213   25,952   28,590  
Laboratory and other                 
services    732,054       (732,054      
Legal, accounting and audit  97,146   325,567   92,940   22,913   16,818   40,526   53,960   18,272  
Office and administration  164,316   88,512   199,224   189,976   121,738   98,580   78,827   63,676  
Premium paid for GRTLP        5,095,249          
Property investigation    4       141,063   (47,805 37,071   10,734  
Refinery project              500,000    
Restart project  8,172,814   14,982,008           500,000    
Salaries and benefits                 
Shareholder                 
communications  52,822   34,142   18,694   530,704   73,802   7,833   4,223   39,104  
Trust and filing  6,114   53,052   13,842   17,241   4,395   1,250   8,421   10,698  
Interest and other (income)  (5,735,716 (4,464,851 (228,670 (325,399 (135,289 (129,811 (353,537 64,623  
Gain on sale of property                 
plant and equipment  2,177,992               (131,638
Income taxes    23,744,000              
Foreign exchange  51,448                
Write down of mineral                 
property acquisition costs    28,810,296              
Stock-based compensation  164,549   2,035,178   1,526,084   296,686   1,314,296   65,344      
Loss for the period  5,605,328   64,033,892   6,329,578   7,015,273   3,285,828   1,082,865   988,882   1,044,924  
                                 
Accretion expense on                 
convertible debenture  269,975   245,431   244,091   242,752   245,431   888,823      
                                 
Basic and diluted loss per share  (0.06 (0.74 (0.08 (0.10 (0.06 (0.04 (0.02 (0.02
                                 
Weighted average number of common                
shares outstanding (thousands)  95,774   87,368   71,384   65,005   57,481   46,984   44,660   40,173  



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.6 Liquidity

Historically Taseko’s sole source of funding was the sale of equity securities for cash primarily through private placements to sophisticated investors and institutions. As a consequence of the acquisition of the Gibraltar mine in 1999, Taseko received funding pursuant to a $17 million non-interest-bearing convertible debenture financing by Boliden Westmin (Canada) Ltd. As Taseko has the right and the intention to convert the debenture into common shares, the $17 million debenture is classified as equity rather than as a liability on the Company's balance sheet.

Reclamation deposits totaling approximately $17.7 million, including interest, are to be used at a later date for reclamation purposes at Gibraltar, Prosperity and Harmony.

The reclamation liability of $32.7 million is secured by reclamation deposits and plant and equipment. The $26.6 million liability shown as tracking preferred shares of subsidiary, Gibraltar, is the net book value of 12,483,916 shares issued as part of the cost to acquire the Harmony gold project. As Taseko has the right and the intention to settle these preferred shares with common shares of the Company, they have been included in shareholders’ equity on the balance sheet.

At December 31, 2004, Taseko had a working capital deficiency of $5.0 million, as compared to positive working capital of $19.8 million at the end of September 2004, and positive working capital of $8.6 million at December 31, 2003. The increase in working capital from the end of the previous quarter was primarily a result of proceeds received on copper shipments during the quarter, and from funds received relating to the sale and lease back of a mining shovel and five mine haul trucks. The working capital deficiency is caused primarily by a tax provision.

The Company has accrued a tax provision of a subsidiary company of $23.7 million in the accompanying financial statements. 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 Company would exhaust all appeals if any taxes 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. Accordingly there is no immediate impact on liquidity.

Management anticipates that revenues from copper and molybdenum sales along with the funds from a yet to be completed $7.5 million financing announced in February 2005, will be sufficient to cover operating costs and working capital during 2005.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.7 Capital Resources

In March 2004, the Company entered into an agreement to purchase a mining shovel for approximately US$10.1 million, of which US$6.4 million has been paid as an initial deposit. Subsequent to June 30, 2004, the Company paid an additional US$2.7 million towards this purchase.

In May 2004, the Company entered into an agreement to purchase five mining trucks for approximately US$8.2 million. Subsequent to September 30, 2004, the Company entered into arrangement with Ledcor whereby the shovel and trucks were sold to a third party leasing company. Ledcor has leased the equipment and will be reimbursed, at Ledcor’s cost, as consideration for making the equipment available to the joint venture in order to facilitate the operation of the Gibraltar mine.

The Company has an unsecured $2 million operating line of credit with a Canadian chartered bank at an interest rate of prime, with no fixed terms of repayment. At December 31, 2004, there was $1.09 million outstanding on this operating line of credit.

The Company has various loans on its on-road vehicles totaling approximately $310,000.

1.8 Off-Balance Sheet Arrangements

Gibraltar Reclamation Trust Limited Partnership

On December 31, 2003, the Company reached agreements with Gibraltar Reclamation Trust Limited Partnership (the “GRT Partnership”), a largely arm’s-length private Vancouver-based mining investment partnership which completed a financing to raise proceeds of $18.6 million to partially fund a planned restart of the Gibraltar copper mine. As part of the financing the GRT Partnership entered into a Joint Venture arrangement with Gibraltar Mines Ltd. to proceed towards restarting the Gibraltar open pit copper mine. Gibraltar Mines Ltd., as its contribution to the Joint Venture, agreed 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”) with the $18.6 million, which has allowed Gibraltar to access other funds currently 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 became entitled to certain revenues or production share from the Gibraltar mine following the resumption of production.

To facilitate the start-up transactions, five directors and officers of the Company personally guaranteed certain obligations (each as to one fifth) to third parties on behalf of the Company to the extent of $4.5 million. In consideration of the guarantee, they each received compensation equal to 10% of the amount guaranteed, calculated as 45,000 shares having a value of $2.00 each.

In March 2004 Taseko elected to exercise its call rights for the GRT Partnership and issued 7,967,742 shares valued at $2.79 each. Certain directors and officers participated as investors in the GRT Partnership in the aggregate amount of $1,300,000, or about 8% of the financing. These directors and officers received shares as a consequence of Taseko exercising the call right. The acquisition of the GRT Partnership provides Taseko with 100% control of those elements necessary for a mine restart decision and will eliminate the royalty entitlement held by the GRT Partnership.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.9 Transactions with Related Parties

Hunter Dickinson Inc. (“HDI”) carries out investor relations, geological, corporate development, administrative and other management activities for, and incurs third party costs on behalf of the Company. Taseko reimburses HDI on a full cost-recovery basis.

Costs for services rendered by HDI to the Company decreased to $138,017 in the third quarter of fiscal 2004, as compared to $203,317 in the previous quarter and decreased as compared to $159,502 in the second quarter of 2003.

To facilitate the startup of the Gibraltar Mine, certain directors and officers of the Company have personally guaranteed certain obligations on behalf of the Company, for which they each received 45,000 shares of the Company (see item 1.8 above).

Certain directors and officers participated as investors in the GRT Partnership in the aggregate amount of $1.3 million (see item 1.8 above).

Tom Milner Enterprises Inc. is a private company controlled by a director of the Company that provides consulting services to the Company. During the three months ended December 31, 2004, the Company paid approximately $58,000 to this private company.

1.10 Fourth Quarter

No applicable.

1.11 Proposed Transactions

There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course, before the board of directors for consideration.

1.12 Critical Accounting Estimates

The Company's accounting policies are presented in note 3 of the accompanying financial statements. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. These include:

             •     the estimation of mineral resources and reserves,
             •      the carrying values of mineral properties,
             •      the carrying values of property, plant and equipment,
             •      reclamation obligation, and
             •      the valuation of stock-based compensation expense.

Actual amounts could differ from the estimates used and, accordingly, effect the results of operation.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Mineral resources and reserves, and the carrying values of mineral properties, and of property, plant and equipment

Mineral resources and reserves are estimated by professional geologists and engineers in accordance with recognized industry, professional and regulatory standards. These estimates require inputs such as future metals prices, future operating costs, and various technical geological, engineering, and construction parameters. Changes in any of these inputs could cause a significant change in the resources and reserves determined, which in turn could have a material effect on the carrying value of property, plant and equipment.

The carrying value of mineral properties is also dependant on the valuation used for the common shares and warrants of the Company issued for the acquisition of mineral properties. The value of the common shares issued is the price of the common shares of the Company at the date of issuance to effect the acquisition.

The carrying value of property, plant, and equipment is dependant on rates used for depreciation, which themselves are estimates.

Stock-based compensation expense

From time to time, the Company may grant share purchase options to employees, directors, and service providers. The Company uses the Black-Scholes option pricing model to estimate a value for these options. This model, and other models which are used to value options, require inputs such as expected volatility, expected life to exercise, and interest rates. Changes in any of these inputs could cause a significant change in the stock-based compensation expense charged in a period.

Reclamation obligation

The Company has an obligation to reclaim its properties, and has estimated the costs necessary to comply with existing reclamation standards. At September 30, 2004, the Company has estimated total reclamation costs to be $32.7 million for its current properties, which it has fully accrued. The estimates are reviewed both in-house and by outside consultants and government authorities on a routine basis as to the accuracy of remaining costs to be incurred. Estimates are adjusted as necessary and reflected on a prospective basis. Changes in this estimate could cause a significant charge to the reclamation expense recorded during a period.

1.13 Changes in Accounting Policies including Initial Adoption

The Company anticipates that it will change its accounting policy for asset retirement obligations, in accordance with new Canadian guidance, in the upcoming quarter.



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.14 Financial Instruments and Other Instruments

None.

1.15 Other MD&A Requirements

1.15.1 Other MD&A Requirements

Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

1.15.2 Additional Disclosure for Venture Issuers Without Significant Revenue

Not applicable – the Company is not a "Venture Issuer".



TASEKO MINES LIMITED
THREE MONTHS ENDED DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

1.15.3 Disclosure of Outstanding Share Data

The following details the share capital structure as at February 8, 2005, the date of this MD&A. These figures may be subject to minor accounting adjustments prior to presentation in future consolidated financial statements.

    Exercise     
  Expiry date  price  Number  Number 
Common shares        97,120,452 
         
Share purchase options  May 9, 2005  $  0.38  20,000   
  July 29, 2005  0.25  50,000   
  September 29, 2006 0.55  2,235,000   
  September 20, 2005 0.81  35,000   
  September 20, 2005 1.40  68,000   
  September 20, 2005 1.65  60,000   
  September 20, 2006 1.40  3,580,000   
  September 29, 2006 1.36  1,973,200   
  September 29, 2006 1.50  10,000  8,031,200 
         
Warrants  January 8, 2006  0.40  375,000   
  December 31, 2005  0.75  4,463,335   
  March 10, 2005  2.25  3,900,000   
  September 28, 2006 1.40  8,000,000  16,738,335 
         
Preferred shares redeemable into Taseko Mines Limited common shares  12,483,916 

The Company's auditors have not reviewed this MD&A or the unaudited quarterly financial statements to which this MD&A relates.


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