As filed with the Securities and Exchange Commission
on December 4, 2017
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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TASEKO MINES LIMITED
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(Exact name of each Registrant as specified in its
charter)
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British Columbia
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(Province or
other jurisdiction of incorporation or organization)
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GIBRALTAR
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ALEY
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CURIS
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CURIS
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FLORENCE
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MINES LTD.
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CORPORATION
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RESOURCES LTD
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HOLDINGS
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COPPER INC.
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(CANADA) LTD.
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(Exact name of each Registrant as specified in its charter)
British Columbia
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Canada
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British Columbia
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British Columbia
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Nevada
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(Province or other jurisdiction of
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incorporation or
organization)
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1040
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Not Applicable
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(Primary Standard Industrial
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(I.R.S. Employer
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Classification Code Number)
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Identification Number)
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15
th
Floor, 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
778-373-4550
(Address and telephone number of Registrants principal executive
offices)
Florence Copper Inc.
1575 West Hunt Highway
Florence,
Arizona
United States 85132
(520) 374-3984
(Name, address
(including zip code) and telephone number (including area code) of agent for
service in the United States)
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Copy to:
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Stuart McDonald, Chief Financial
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Michael H. Taylor
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Alexander A. Gendzier
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Officer
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McMillan LLP
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Adam C. Berkaw
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Taseko Mines Limited
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1500 1055 West Georgia Street
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Jones Day LLP
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15
th
Floor, 1040 West Georgia
Street
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Vancouver, British Columbia
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250 Vesey Street
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Vancouver, British Columbia
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Canada V6E 4N7
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New York, New York
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Canada V6E 4H1
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10281-1047
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Approximate date of commencement of proposed sale of the
securities to the public:
From time to time after this Registration Statement becomes
effective.
Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check
appropriate box below):
A.
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[ ]
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upon filing with the Commission, pursuant to
Rule 467(a) (if in connection with an offering being made
contemporaneously in the United States and Canada).
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B.
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[ X ]
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at some future date (check appropriate box
below)
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1.
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[ ]
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pursuant to Rule 467(b) on (
date
) at (
time
)
(designate a time not sooner than 7 calendar days after filing).
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2.
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[ ]
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pursuant to Rule 467(b) on (
date
) at (
time
)
(designate a time 7 calendar days or sooner after filing) because the
securities regulatory authority in the review jurisdiction has issued a
receipt or notification of clearance on (
date
).
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3.
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[ ]
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pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the Canadian
securities regulatory authority of the review jurisdiction that a receipt
or notification of clearance has been issued with respect hereto.
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4.
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[ X ]
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after the filing of the next amendment to this Form (if
preliminary material is being filed).
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If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to the home jurisdictions
shelf prospectus offering procedures, check the following box.
[ ]
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed maximum
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Title of each class of securities
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Amount to be
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maximum offering
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aggregate offering
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Amount of
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to be registered
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registered
(1)
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price per unit
(2)
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price
(2)
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registration
fee
(3)
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Common Shares, no par value
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US$387,957,790
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100%
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US$387,957,790
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US$48,300.75
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Warrants
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Subscription Receipts
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Units
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Debt Securities
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Guarantees
(4)
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(1)
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Includes an indeterminate number of common shares,
warrants, subscription receipts, debt securities, guarantees or any
combination thereof or units of any combination thereof. The securities
which may be offered pursuant to this registration statement include,
pursuant to Rule 416 of the Securities Act of 1933, as amended (the
U.S. Securities Act
), such additional number of common shares of
the Registrant that may become issuable as a result of any stock split,
stock dividends or similar event.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
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(3)
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The estimated registration fee for the securities has been calculated pursuant to Rule 457(o), and has been calculated based on the proposed maximum aggregate offering price of CDN$500,000,000 converted into U.S. dollars based
on the closing exchange rate on November 30, 2017, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of US$1.00 = CDN$1.2888.
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(4)
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Guarantees by Gibraltar Mines Ltd., Aley Corporation, Curis Resources Ltd., Curis Holdings (Canada) Ltd. and Florence Copper Inc. of the Debt Securities (and guarantees of such guarantees by Taseko Mines Limited) being registered
on Form F-10 hereunder are to be sold without separate consideration. Pursuant to Rule 457(n), no separate filing fee is payable with regard to the Guarantees.
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Each Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on
such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.
- 1 -
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
Subject to completion dated December 4, 2017
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission (the "SEC"). These securities may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of these securities in any U.S. state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such U.S. state.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue
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December 4, 2017
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$500,000,000
Common Shares
Warrants
Subscription Receipts
Debt Securities
Units
This short form base shelf
prospectus (the
Prospectus
) relates to the offering for sale of common
shares (the
Common Shares
), warrants (the
Warrants
),
subscription receipts (the
Subscription Receipts
), debt securities (the
Debt Securities
), or any combination of such securities (the
Units
) (all of the foregoing, collectively, the
Securities
) by
Taseko Mines Limited (the
Company
or
Taseko
) from time to
time, during the 25-month period that the Prospectus, including any amendments
hereto, remains effective, in one or more series or issuances, with a total
offering price of the Securities in the aggregate, of up to $500,000,000. The
Securities may be offered in amounts at prices to be determined based on market
conditions at the time of the sale and set forth in an accompanying prospectus
supplement (a
Prospectus Supplement
). In addition, Securities may be
offered and issued in consideration for the acquisition of other businesses,
assets or securities by the Company or a subsidiary of the Company. The
consideration for any such acquisition may consist of any of the Securities
separately, a combination of Securities or any combination of, among other
things, Securities, cash and assumption of liabilities.
This offering is made by a
Canadian issuer that is permitted, under a multijurisdictional disclosure system
adopted by the United States and Canada (the MJDS), to prepare this Prospectus
in accordance with Canadian disclosure requirements. Prospective investors
should be aware that such requirements are different from those of the United
States. Financial statements included or incorporated by reference herein have
been prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB) and
may not be comparable to financial statements of United States companies. Our
financial statements are audited in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight
Board (United States).
The enforcement by investors
of civil liabilities under the United States federal securities laws may be
affected adversely by the fact that the Company is incorporated under the laws
of British Columbia, Canada, that the majority of its officers and directors are
residents of Canada, that all of the experts named in the
registration statement are not residents of the United
States, and that a substantial portion of the assets of the Company and said
persons are located outside the United States.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE SEC PASSED UPON THE ACCURACY OR
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
Investing in Securities of the
Company involves a high degree of risk. You should carefully review the risks
outlined in this Prospectus (together with any Prospectus Supplement) and in the
documents incorporated by reference in this Prospectus and any Prospectus
Supplement and consider such risks in connection with an investment in such
Securities. See RISK FACTORS.
Prospective investors should
be aware that the acquisition of the securities described herein may have tax
consequences both in the United States and in Canada. Such consequences for
investors who are resident in, or citizens of, the United States may not be
described fully herein. Prospective investors should read the tax discussion
contained in the applicable Prospectus Supplement with respect to a particular
offering of Securities.
The specific terms of the
Securities with respect to a particular offering will be set out in one or more
Prospectus Supplements and may include, where applicable: (i) in the case of
Common Shares, the number of Common Shares offered, the offering price and any
other specific terms; (ii) in the case of Warrants, the number of Warrants
offered, the offering price, the designation, number and terms of the Common
Shares issuable upon exercise of the Warrants, any procedures that will result
in the adjustment of these numbers, the exercise price, dates and periods of
exercise, the currency in which the Warrants are issued and any other specific
terms; (iii) in the case of Subscription Receipts, the number of Subscription
Receipts offered, the offering price, the procedures for the exchange of the
Subscription Receipts for Common Shares or Warrants, as the case may be, and any
other specific terms; (iv) in the case of Debt Securities, the specific
designation, aggregate principal amount, the currency or the currency unit for
which the Debt Securities may be purchased, the maturity, interest provisions,
authorized denominations, offering price, covenants, events of default, any
terms for redemption, any exchange or conversion terms, whether the debt is
senior, senior subordinated or subordinated, whether the debt is secured or
unsecured and any other terms specific to the Debt Securities being offered; and
(v) in the case of Units, the designation, number and terms of the Common
Shares, Warrants, Subscription Receipts or Debt Securities comprising the Units.
Where required by statute, regulation or policy, and where Securities are
offered in currencies other than Canadian dollars, appropriate disclosure of
foreign exchange rates applicable to the Securities will be included in the
Prospectus Supplement describing the Securities.
In addition, the Debt Securities
that may be offered may be guaranteed by certain direct and indirect
subsidiaries of Taseko with respect to the payment of the principal, premium, if
any, and interest on the Debt Securities. The Company expects that any guarantee
provided in respect of senior Debt Securities would constitute a senior and
unsecured obligation of the applicable guarantor.
For a more detailed
description of the Debt Securities that may be offered, see Description of
Securities Debt Securities - Guarantees, below.
All information permitted under
applicable securities legislation to be omitted from the Prospectus will be
contained in one or more Prospectus Supplement that will be delivered to
purchasers together with the Prospectus, except in cases where an exemption from
such delivery requirements have been obtained. Each Prospectus Supplement will
be incorporated by reference into the Prospectus for the purposes of applicable
securities legislation as of the date of the Prospectus Supplement and only for
the purposes of the distribution of the Securities to which the Prospectus
Supplement pertains. Investors should read the Prospectus and any applicable
Prospectus Supplement carefully before investing in the Companys
Securities.
This Prospectus constitutes a
public offering of the Securities only in those jurisdictions where they may be
lawfully offered for sale and only by persons permitted to sell the Securities
in such jurisdictions. We may offer and sell Securities to, or through,
underwriters or dealers, directly to one or more other purchasers, or through
agents pursuant to exemptions from registration or qualification under
applicable securities laws. A Prospectus Supplement relating to each issue of
Securities will set forth the names of any underwriters, dealers or agents
involved in the offering and sale of the Securities and will set forth the terms
of the offering of the Securities, the method of distribution of the Securities,
including, to the extent applicable, the proceeds to us and any fees, discounts,
concessions or other compensation payable to the underwriters, dealers or
agents, and any other material terms of the plan of distribution. In connection
with any offering of the Securities, other than an at-the-market distribution
(as defined under applicable Canadian securities legislation) unless otherwise
specified in a Prospectus Supplement, the underwriters or agents may over-allot
or effect transactions which stabilize or maintain the market price of the
Securities offered at a higher level than that which might exist in the open
market. Such transaction, if commenced, may be interrupted or discontinued at
any time. See Plan of Distribution.
No underwriter or dealer involved
in an at-the-market distribution under this Prospectus, no affiliate of such
an underwriter or dealer and no person or company acting jointly or in concert
with such an underwriter or dealer will over-allot securities in connection with such
distribution or effect any other transactions that are intended to stabilize or
maintain the market price of the Securities.
ii
No underwriter has been
involved in the preparation of the Prospectus or performed any review of the
contents of the Prospectus.
The Companys outstanding Common
Shares are listed for trading on the Toronto Stock Exchange (the
TSX
)
under the trading symbol TKO and on the NYSE American, formerly NYSE MKT
(
NYSE American
) under the trading symbol TGB. The closing price of
the Companys Common Shares on the TSX and NYSE American on December 1, 2017,
the last trading day before the date of the Prospectus, was $2.76 per Common
Share and US$2.16
per Common Share, respectively.
Unless otherwise
disclosed in any applicable Prospectus Supplement, the Debt Securities, the
Warrants, the Subscription Receipts and the Units will not be listed on any
securities exchange. Unless the Securities are disclosed to be listed, there
will be no market through which these Securities may be sold and purchasers may
not be able to resell these Securities purchased under this Prospectus. This may
affect the pricing of such Securities in the secondary market, the transparency
and availability of trading prices, the liquidity of such Securities, and the
extent of issuer regulation.
The head office of the Company is
located at 15
th
Floor, 1040 West Georgia Street, Vancouver, British
Columbia, V6E 4H1. The registered office of the Company is located at Suite
1500, 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.
iii
TABLE OF CONTENTS
You should rely only on the information contained in or
incorporated by reference into this Prospectus and in any applicable Prospectus
Supplement. The Company has not authorized anyone to provide you with different
information. The Company is not making any offer of these Securities in any
jurisdiction where the offer is not permitted. You should not assume that the
information contained in this Prospectus and any Prospectus Supplement is
accurate as of any date other than the date on the front of those documents or
that any information contained in any document incorporated by reference is
accurate as of any date other than the date of that document.
Unless the context otherwise requires, references in this
Prospectus and any Prospectus Supplement to we, our, us, Taseko or the
Company refer to Taseko Mines Limited and each of its subsidiaries.
iv
C-1
DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference
into this Prospectus documents that we have filed with securities commissions or
similar authorities in Canada, which have also been filed with, or furnished to,
the SEC.
You may obtain copies of the documents incorporated herein by
reference without charge from Taseko Mines Limited, 15
th
Floor, 1040
West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone
778-373-4533) Attn: the Corporate Secretary. These documents are also available
electronically from the website of Canadian Securities Administrators at
www.sedar.com
(
SEDAR
) and from the EDGAR filing website of the
United States Securities Exchange Commission at www.sec.gov (
EDGAR
).
The Companys filings through SEDAR and EDGAR are not incorporated by reference
in the Prospectus except as specifically set out herein.
The following documents filed
with the securities regulatory authorities in the jurisdictions in Canada in
which the Company is a reporting issuer are specifically incorporated by
reference into and, except where herein otherwise provided, form an integral
part of, this Prospectus:
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our annual information form for the year ended December
31, 2016, dated as at March 15, 2017 and filed on March 16, 2017 (our
2016 AIF
);
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our consolidated financial statements for the years ended
December 31, 2016 and 2015 comprised of the consolidated balance sheets as
at December 31, 2016 and 2015 and the consolidated statements of
comprehensive loss, cash flows and changes in equity for the years then
ended, and the notes thereto and the report of the independent auditor
thereon, as filed February 22, 2017;
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our management's discussion and analysis for the year
ended December 31, 2016, filed February 22, 2017 (our
2016 Annual
MD&A
);
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our condensed consolidated interim financial statements
for the three and nine months ended September 30, 2017 and 2016 and the
notes thereto, filed October 26, 2017;
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our managements discussion and analysis of financial
condition and results of operations for the three and nine months ended
September 30, 2017 and 2016, filed October 26, 2017 (our
Q3
2017 MD&A
);
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the management information circular dated April 24, 2017
with respect to the annual meeting of our shareholders held on June 8,
2017; and
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our material change report dated June 14, 2017 filed in
respect of the closing of our offering of secured notes (our
June 2017
MCR
).
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In addition, we also incorporate
by reference into this Prospectus any document of the types referred to in the
preceding paragraph (excluding press releases and confidential material change
reports) or of any other type required to be incorporated by reference into a
short form prospectus pursuant to National Instrument 44- 101
Short Form
Prospectus Distributions
that are filed by us with a securities commission
or similar authority in Canada after the date of this Prospectus and prior to
the termination of the offering under any Prospectus Supplement. As discussed
below, this Prospectus may expressly update or revise any document incorporated
by reference and such document should be deemed so amended or updated hereby.
To the extent that any document
or information incorporated by reference into the Prospectus is included in any
report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or
any respective successor form) that is filed with or furnished to the SEC after
the date of the Prospectus, such document or information shall be deemed to be
incorporated by reference as an exhibit to the registration statement of which
the Prospectus forms a part. In addition, we may incorporate by reference into
the Prospectus, or the registration statement of which it forms a part, other
information from documents that we file with or furnish to the SEC pursuant to
Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as
amended (the
Exchange Act
), if and to the extent expressly provided
therein.
Any statement contained in
this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded to the extent that
a statement contained herein, in any Prospectus Supplement or in any other
subsequently filed document that is also incorporated or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
modifying or superseding statement need not state that it has modified or
superseded a prior statement or include any other information set forth in the
document that it modifies or supersedes. The making of a modifying or
superseding statement will not be deemed an admission for any purpose that the
modified or superseded statement, when made, constituted a misrepresentation, an
untrue statement of a material fact or an omission to state a material fact that
is required to be stated or that is necessary to make a statement not misleading
in light of the circumstances in which it was made. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Upon a new annual information
form and related annual financial statements being filed by us with, and where
required, accepted by, the applicable securities regulatory authority during the
currency of this Prospectus, the previous annual information form, the previous
annual financial statements and all interim financial statements, material
change reports and information circulars and all Prospectus Supplements filed
prior to the commencement of our financial year in which a new annual
information form is filed shall be deemed no longer to be incorporated into this
Prospectus for purposes of future offers and sales of Securities hereunder.
All information permitted under
applicable securities legislation to be omitted from the Prospectus will be
contained in one or more Prospectus Supplements that will be delivered to
purchasers together with the Prospectus, except in cases where an exemption from
such delivery requirements has been obtained. A Prospectus Supplement containing
the specific terms of an offering of Securities will be delivered to purchasers
of such Securities together with this Prospectus and will be deemed to be
incorporated by reference into this Prospectus as of the date of such Prospectus
Supplement, but only for the purposes of the offering of Securities covered by
that Prospectus Supplement. Investors should read the Prospectus and any
applicable Prospectus Supplement carefully before investing in the Companys
Securities.
Any template version of any
marketing materials (as such term is defined in NI 44-101) filed after the
date of a Prospectus Supplement and before the termination of the distribution
of the Securities offered pursuant to such Prospectus Supplement (together with
this Prospectus) is deemed to be incorporated by reference in such Prospectus
Supplement.
2
FORWARD LOOKING STATEMENTS
The Prospectus, including the
documents incorporated by reference, contain forward-looking statements and
forward-looking information (collectively referred to as
forward-looking
statements
) which may not be based on historical fact, including without
limitation statements regarding our expectations in respect of future financial position, business
strategy, future production, reserve potential, exploration drilling,
exploitation activities, events or developments that we expect to take place in
the future, projected costs and plans and objectives. Often, but not always,
forward-looking statements can be identified by the use of the words believes,
may, plan, will, estimate, scheduled, continue, anticipates,
intends, expects, and similar expressions.
Such statements reflect our
managements current views with respect to future events and are subject to
risks and uncertainties and are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company, are inherently
subject to significant business, economic, competitive, political and social
uncertainties and known or unknown risks and contingencies. Many factors could
cause our actual results, performance or achievements to be materially different
from any future results, performance, or achievements that may be expressed or
implied by such forward-looking statements, including, among others:
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uncertainties about the future market price of copper and
the other metals that we produce or may seek to produce;
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changes in general economic conditions, the financial
markets and in the demand and market price for our input costs, such as
diesel fuel, steel, concrete, electricity and other forms of energy,
mining equipment, and fluctuations in exchange rates, particularly with
respect to the value of the U.S. dollar and Canadian dollar, and the
continued availability of capital and financing;
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inherent risks associated with mining operations;
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the risk of inadequate insurance or inability to obtain
insurance to cover mining risks;
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uncertainties related to the accuracy of our estimates of
mineral reserves (as defined below), mineral resources (as defined below),
production rates and timing of production, future production and future
cash and total costs of production and milling;
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uncertainties related to feasibility studies that provide
estimates of expected or anticipated costs, expenditures and economic
returns from a mining project;
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the availability of, and uncertainties relating to the
development of, additional financing and infrastructure necessary for the
development of our projects;
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our ability to comply with the extensive governmental
regulation to which our business is subject;
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uncertainties related to the ability to obtain necessary
title, licenses and permits for Future Development Projects (as defined
below) and project delays due to third party opposition;
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uncertainties related to unexpected judicial or
regulatory proceedings;
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changes in, and the effects of, the laws, regulations and
government policies affecting our exploration and development activities
and mining operations, particularly laws, regulations and policies;
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our dependence solely on our 75% interest in Gibraltar
(as defined below) for revenues;
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our ability to extend existing concentrate off-take
agreements or enter into new agreements;
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3
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environmental issues and liabilities associated with
mining including processing and stock piling ore;
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labor strikes, work stoppages, or other interruptions to,
or difficulties in, the employment of labor in markets in which we operate
mines, or environmental hazards, industrial accidents, equipment failure
or other events or occurrences, including third party interference that
interrupt the production of minerals in our mines;
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litigation risks and the inherent uncertainty of
litigation;
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the capital intensive nature of our business both to
sustain current mining operations and to develop any new projects;
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our reliance upon key personnel;
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the competitive environment in which we operate;
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the effects of forward selling instruments to protect
against fluctuations in copper prices;
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the risk of changes in accounting policies and methods we
use to report our financial condition, including uncertainties associated
with critical accounting assumptions and estimates; and
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risks related to our indebtedness; and
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other risks detailed from time-to-time in our annual
information forms, annual reports, MD&A, quarterly reports and
material change reports filed with and furnished to securities regulators,
and those risks which are discussed under the heading
Risk
Factors
.
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Such information is included,
among other places, in this Prospectus under the headings The Company, Use of
Proceeds, Risk Factors, in our 2016 AIF under the headings Description of
Business and Risk Factors and in our 2016 Annual MD&A, each of which
documents are incorporated by reference into this Prospectus.
Should one or more of these risks
and uncertainties materialize, or should underlying factors or assumptions prove
incorrect, actual results may vary materially from those described in the
forward-looking statements. Material factors or assumptions involved in
developing forward-looking statements include, without limitation, that:
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the price of copper and other metals will not
decline significantly or for a protracted period of time;
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Gibraltar will not experience any significant
production disruptions that would materially affect revenues; and
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we will have sufficient working capital and be
able to secure additional funding necessary for the development and
continued advancement of our projects.
|
These factors should be
considered carefully and readers are cautioned not to place undue reliance on
the forward-looking statements. Readers are cautioned that the foregoing list of
risk factors is not exhaustive and it is recommended that prospective investors
consult the more complete discussion of risks and uncertainties facing the Company included in the
Prospectus. See
Risk Factors
for a more detailed discussion of these
risks.
4
Although we believe that the
expectations conveyed by the forward-looking statements are reasonable based on
the information available to us on the date such statements were made, no
assurances can be given as to future results, approvals or achievements. The
forward-looking statements contained in the Prospectus and the documents
incorporated by reference herein are expressly qualified by this cautionary
statement. We disclaim any duty to update any of the forward-looking statements
after the date of the Prospectus to conform such statements to actual results or
to changes in our expectations except as otherwise required by applicable law.
GLOSSARY OF CERTAIN TECHNICAL TERMS
This Prospectus uses the certain
technical terms presented below as they are defined in accordance with the CIM
Definition Standards on Mineral Resources and Reserves (the
2014 CIM
Definition Standards
) adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum (the
CIM Council
). Unless otherwise indicated,
all reserve and resource estimates contained in or incorporated by reference in
this Prospectus have been prepared in accordance with the CIM Standards, as
required by Canadian National Instrument 43-101. The following definitions are
reproduced from the latest version of the CIM Standards, which were adopted by
the CIM Council on May 10, 2014:
feasibility study
|
A comprehensive technical and economic study of the
selected development option for a mineral project that includes
appropriately detailed assessments of applicable modifying factors
together with any other relevant operational factors and detailed
financial analysis that are necessary to demonstrate, at the time of
reporting, that extraction is reasonably justified (economically
mineable). The results of the study may reasonably serve as the basis for
a final decision by a proponent or financial institution to proceed with,
or finance, the development of the project. The confidence level of the
study will be higher than that of a pre-feasibility study
|
|
|
indicated mineral
resource
|
That part of a mineral resource for which quantity,
grade or quality, densities, shape and physical characteristics are
estimated with sufficient confidence to allow the application of modifying
factors in sufficient detail to support mine planning and evaluation of
the economic viability of the deposit. Geological evidence is derived from
adequately detailed and reliable exploration, sampling and testing and is
sufficient to assume geological and grade or quality continuity between
points of observation. An indicated mineral resource has a lower level of
confidence than that applying to a measured mineral resource and may only
be converted to a probable mineral reserve
|
|
|
inferred mineral
resource
|
That part of a mineral resource for which quantity
and grade or quality are estimated on the basis of limited geological
evidence and sampling. Geological evidence is sufficient to imply but not
verify geological and grade or quality continuity. An inferred mineral
resource has a lower level of confidence than that applying to an
indicated mineral resource and must not be converted to a mineral reserve.
It is reasonably expected that the majority of inferred mineral resources
could be upgraded to indicated mineral resources with continued
exploration
|
|
|
5
measured mineral
resource
|
That part of a mineral resource for which quantity, grade
or quality, densities, shape, and physical characteristics are estimated
with confidence sufficient to allow the application of modifying factors
to support detailed mine planning and final evaluation of the economic
viability of the deposit. Geological evidence is derived from detailed and
reliable exploration, sampling and testing and is sufficient to confirm
geological and grade or quality continuity between points of observation.
A measured mineral resource has a higher level of confidence than that
applying to either an indicated mineral resource or an inferred mineral
resource. It may be converted to a Proven Mineral reserve or to a probable
mineral reserve
|
|
|
mineral reserve
|
The economically mineable part of a measured and/or
indicated mineral resource. It includes diluting materials and allowances
for losses, which may occur when the material is mined or extracted and is
defined by studies at pre- feasibility or Feasibility level as appropriate
that include application of modifying factors. Such studies demonstrate
that, at the time of reporting, extraction could reasonably be justified.
The reference point at which mineral reserves are defined, usually the
point where the ore is delivered to the processing plant, must be stated.
It is important that, in all situations where the reference point is
different, such as for a saleable product, a clarifying statement is
included to ensure that the reader is fully informed as to what is being
reported. The public disclosure of a mineral reserve must be demonstrated
by a pre-feasibility study or feasibility study
|
|
|
mineral resource
|
A concentration or occurrence of solid material of
economic interest in or on the Earths crust in such form, grade or
quality and quantity that there are reasonable prospects for eventual
economic extraction. The location, quantity, grade or quality, continuity
and other geological characteristics of a mineral resource are known,
estimated or interpreted from specific geological evidence and knowledge,
including sampling
|
|
|
modifying factors
|
Considerations used to convert mineral resources to
mineral reserves. These include, but are not restricted to, mining,
processing, metallurgical, infrastructure, economic, marketing, legal,
environmental, social and governmental factors
|
|
|
NI 43-101
|
Canadian National Instrument 43-101 -
Standards of
Disclosure for Mineral
Projects
, as adopted by the Canadian
Securities Administrators
|
|
|
pre-feasibility study
|
A comprehensive study of a range of options for the
technical and economic viability of a mineral project that has advanced to
a stage where a preferred mining method, in the case of underground
mining, or the pit configuration, in the case of an open pit, is
established and an effective method of mineral processing is determined.
It includes a financial analysis based on reasonable assumptions on the
modifying factors and the evaluation of any other relevant factors which
are sufficient for a Qualified Person, acting reasonably, to determine if
all or part of the mineral resource may be converted to a mineral reserve
at the time of reporting. A pre-feasibility is at a lower confidence level
than a feasibility study
|
|
|
6
probable mineral
reserve
|
The economically mineable part of an Indicated, and
in some circumstances, a measured mineral resource. The confidence in the
modifying factors applying to a probable mineral reserve is lower than
that applying to a proven mineral reserve
|
|
|
proven mineral
reserve
|
The economically mineable part of a measured
mineral resource. A proven mineral reserve implies a high degree of
confidence in the modifying factors
|
|
|
In addition, we use the following defined terms in this
Prospectus:
BCBCA
|
Business Corporations Act (
British Columbia
)
|
Exchange
Act
|
The
United States Securities Exchange Act of 1934, as amended
|
NI 43-101
|
Canadian National Instrument 43-101 -
Standards of Disclosure for Mineral
Projects
, as adopted by
the Canadian Securities Administrators
|
SEC
|
The
United States Securities and Exchange Commission
|
U.S. Securities
Act
|
The
United States Securities Act of 1933, as amended
|
CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING
ESTIMATES OF
RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
This Prospectus and the documents
incorporated by reference herein have been prepared in accordance with the
requirements of Canadian provincial securities laws, which differ from the
requirements of U.S. securities laws. Unless otherwise indicated, all reserve
and resource estimates included or incorporated by reference in this Prospectus
have been prepared in accordance with NI 43-101 and CIM Standards. NI 43-101 is
a rule developed by the Canadian Securities Administrators that establishes
standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects.
7
The Prospectus includes mineral
reserve estimates that have been calculated in accordance with NI 43-101 and CIM
Standards, as required by Canadian securities regulatory authorities. The terms
mineral reserve, proven mineral reserve and probable mineral reserve are
Canadian mining terms as defined in accordance with NI 43-101 and CIM standards
(as defined above). These definitions differ from the definitions adopted by the
SEC in the SECs Industry Guide 7. For United States reporting purposes, SEC
Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the
SEC, applies different standards in order to classify mineralization as a
reserve. Under SEC standards, mineralization may not be classified as a
reserve unless the determination has been made that the mineralization could
be economically and legally produced or extracted at the time the reserve
determination is made. Under SEC Industry Guide 7 standards, a final or
bankable feasibility study is required to report reserves, the three-year
historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority. Accordingly, the NI 43-101
mineral reserve estimates contained in this Prospectus may not qualify as
reserves under SEC standards.
In addition, the Prospectus uses
the terms measured mineral resources, indicated mineral resources and
inferred mineral resources (as defined above) to comply with the reporting
standards in Canada. We advise investors that while those terms are recognized
and required by Canadian regulations, these terms are not defined terms under
SEC Industry Guide 7, are not recognized by the SEC and are normally not
permitted to be used in reports and registration statements filed with the SEC.
Investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into either NI 43-101 or SEC
defined mineral reserves. These terms have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal
feasibility.
Further, inferred resources have
a great amount of uncertainty as to their existence and as to whether they can
be mined legally or economically. Therefore, investors are also cautioned not to
assume that all or any part of the inferred resources exist. In accordance with
Canadian rules, estimates of inferred mineral resources cannot form the basis
of feasibility or other economic studies, except in rare cases.
It cannot be assumed that all or
any part of measured mineral resources, indicated mineral resources, or inferred
mineral resources will ever be upgraded to a higher category. Investors are
cautioned not to assume that any part of the reported measured mineral
resources, indicated mineral resources, or inferred mineral resources in the
Prospectus is economically or legally mineable.
Disclosure of contained ounces
in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not
constitute reserves by SEC Industry Guide 7 standards as in place tonnage and
grade without reference to unit measures.
For the above reasons,
information contained in the Prospectus and the documents incorporated by
reference herein containing descriptions of the Companys mineral deposits may
not be comparable to similar information made public by U.S. companies subject
to the reporting and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder.
8
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES BETWEEN
UNITED
STATES AND CANADIAN FINANCIAL REPORTING PRACTICES
We prepare our financial
statements in accordance with International Financial Reporting Standards
(
IFRS
), as issued by the International Accounting Standards Board (the
IASB
), which differs from U.S. generally accepted accounting principles
(
U.S. GAAP
). Accordingly, our financial statements incorporated by
reference in the Prospectus, and in the documents incorporated by reference in
this Prospectus, may not be comparable to financial statements of United States
companies prepared in accordance with U.S. GAAP.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
Unless stated otherwise or as the
context otherwise requires, all references to dollar amounts in this Prospectus
and any Prospectus Supplement are references to Canadian dollars. References to
$ or C$ are to Canadian dollars and references to U.S. dollars or US$
are to United States dollars.
Except as otherwise noted in our
2016 AIF and the Companys financial statements and related managements
discussion and analysis of financial condition and results of operations of the
Company that are incorporated by reference into this Prospectus, the
financial information contained in such documents is expressed in Canadian
dollars.
The high, low, average and
closing noon rates for the United States dollar in terms of Canadian dollars for
each of the financial periods of the Company ended September 30, 2017, December
31, 2016, and December 31, 2015, as quoted by the Bank of Canada, were as
follows:
|
|
Nine months ended
|
|
|
Year ended December
|
|
|
Year ended
|
|
|
|
September 30, 2017
|
|
|
31, 2016
|
|
|
December 31, 2015
|
|
|
|
|
|
|
(expressed in Canadian
dollars)
|
|
High
|
|
1.3743
|
|
|
1.4589
|
|
|
1.3990
|
|
Low
|
|
1.2128
|
|
|
1.2544
|
|
|
1.1728
|
|
Average
|
|
1.3074
|
|
|
1.3248
|
|
|
1.2787
|
|
Closing
|
|
1.2480
|
|
|
1.3427
|
|
|
1.3840
|
|
On November 30, 2017, the
exchange rate for the United States dollar in terms of Canadian dollars, as
quoted by the Bank of Canada, was US$1.00 = $1.2888.
9
ADDITIONAL INFORMATION
We have filed with the SEC a
registration statement on Form F-10 under the U.S. Securities Act relating to
the offering of the Securities. The Prospectus, which constitutes a part of the
registration statement, does not contain all of the information contained in the
registration statement, certain items of which are contained in the exhibits to
the registration statement as permitted by the rules and regulations of the SEC.
Statements included or incorporated by reference in the Prospectus about the
contents of any contract, agreement or other documents referred to are not
necessarily complete, and in each instance, you should refer to the exhibits for
a more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
We are subject to the
informational reporting requirements of the Exchange Act as the Common Shares
are registered under Section 12(b) of the Exchange Act. Accordingly, we are
required to publicly file reports and other information with the SEC. Under the
MJDS, the Company is permitted to prepare such reports and other information in
accordance with Canadian disclosure requirements, which are different from
United States disclosure requirements.
As a foreign private issuer, we
are exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements in connection with meetings of its shareholders. In
addition, the officers, directors and principal shareholders of the Company are
exempt from the reporting and short-swing profit recovery rules contained in
Section 16 of the Exchange Act.
We file annual reports on Form
40-F with the SEC under the MJDS, which annual reports include:
|
|
the annual information form;
|
|
|
|
|
|
managements annual discussion and analysis of
financial condition and results of operations;
|
|
|
|
|
|
consolidated audited financial statements,
which are prepared in accordance with IFRS, as issued by the IASB; and
|
|
|
|
|
|
other information specified by the Form 40-F.
|
As a foreign private issuer, we
are required to furnish the following types of information to the SEC under
cover of Form 6-K:
|
|
material information that the Company otherwise makes
publicly available in reports that the Company files with securities
regulatory authorities in Canada;
|
|
|
|
|
|
material information that the Company files with, and
which is made public by, the TSX and the NYSE American; and
|
|
|
|
|
|
material information that the Company distributes to its
shareholders in Canada.
|
Investors may read and copy, for
a fee, any document that the Company has filed with or furnished to the SEC at
the SECs public reference room in Washington, D.C. at 100 F Street, N.E.,
Washington, D.C. 20549. Investors should call the SEC at 1-800-SEC-0330 or
access its website at www.sec.gov for further information about the public
reference room. Investors may read and download the documents the Company has
filed with the SECs Electronic Data Gathering and Retrieval system (EDGAR) at www.sec.gov. Investors may read and download any
public document that the Company has filed with the securities commissions or
similar regulatory authorities in Canada at www.sedar.com.
10
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been
or will be filed with the SEC as part of the registration statement of which
this Prospectus forms a part:
|
(i)
|
the documents set out under the heading
Documents Incorporate by Reference
;
|
|
|
|
|
(ii)
|
the consents of the Companys auditor, legal
counsel and technical report authors;
|
|
|
|
|
(iii)
|
the powers of attorney from the directors and
certain officers of the Company; and
|
|
|
|
|
(iv)
|
the form of Indenture.
|
A copy of the form of any warrant
indenture, subscription receipt agreement or statement of eligibility of trustee
on Form T-1, as applicable, will be filed by post-effective amendment or by
incorporation by reference to documents filed or furnished with or furnished to
the SEC under the U.S. Exchange Act.
THE COMPANY
The Company was incorporated on
April 15, 1966 under the laws of the Province of British Columbia and is
governed by the BCBCA. Our registered office is located at Suite 1500, 1055 West
Georgia Street, Vancouver, British Columbia, V6E 4N7, and our operational head
office is located at 15th Floor, 1040 West Georgia Street, Vancouver, British
Columbia, V6E 4H1.
We operate our business through our subsidiaries, as described
in our 2016 AIF.
Our sole producing asset is our
interest in the Gibraltar Mine, a large copper mine located in central British
Columbia. The Gibraltar Mine is the second largest open pit copper mine in
Canada, having produced 133 million pounds of copper in 2016 (on a 100% basis).
The Gibraltar Mine also produces molybdenum and silver and has an expected mine
life of at least 22 years based on proven mineral reserves and probable mineral
reserves of 688 million tons at a grade of 0.28% copper equivalent as of
December 31, 2016.
We own a 75% beneficial interest
in the Gibraltar Mine through an unincorporated joint venture between our
wholly-owned subsidiary, Gibraltar Mines Ltd. (
Gibraltar
) and Cariboo
Copper Corp. (
Cariboo
) which owns the remaining 25% interest. Cariboo
is a Japanese consortium comprised of Sojitz Corporation, Dowa Metals &
Mining Co., Ltd. and Furukawa Co., Ltd. The joint venture is governed by a joint
venture operating agreement dated March 18, 2010 (as amended) among us,
Gibraltar and Cariboo (the
JVOA
).
In addition, we are focused on
advancing our development projects (together, the
Future Development
Projects
):
|
|
the Florence Copper project;
|
|
|
|
|
|
Aley niobium project; and
|
11
|
|
the New Prosperity gold and copper project.
|
The Future Development Projects
are described in detail in our 2016 AIF, with additional information as to
updates on the status of these projects included our Q3 2017 MD&A and below
under
Property Updates
.
We also own the Harmony gold project, a currently dormant
exploration stage gold property.
The map below highlights the
location of our four properties in British Columbia, Canada, and the Florence
Copper property in Arizona, USA.
We are currently focused on
optimizing the production of copper and molybdenum from Gibraltar. In recent
years at Gibraltar, we have expanded Gibraltars ore concentrator, added a
second ore concentrator, increased the mining fleet and made other production
improvements. In addition, we are working to secure environmental permits for
the proposed Future Development Projects as part of our plans to advance these
Future Development Projects to the production stage.
On June 14, 2017, we completed a
private placement offering of US$250 million aggregate principal amount of 8.75%
senior secured notes due 2022 (the
2017 Secured Notes
). We used the net
proceeds of the offering and a portion of our then existing cash balance to (i)
redeem our previously outstanding US$200 million senior notes due 2019, and (ii)
repay our senior secured credit facility (due March 2019) and the related copper
call option. The 2017 Secured Notes have been issued under and are governed by a
trust indenture dated as of June 14, 2017 among us, certain of our subsidiaries
as guarantors, The Bank of New York Mellon, as U.S. trustee, and the BNY Trust
Company of Canada, as Canadian co-trustee and collateral agent (the
2017
Secured Note Indenture
). Information on the terms of the 2017 Secured Notes is included in our June 2017 MCR
which is incorporated by reference into this Prospectus, and a copy of the 2017
Secured Note Indenture has been filed under the Companys profile on SEDAR and
furnished to the SEC on EDGAR under Form 6-K.
12
Property Updates
We are providing additional
disclosure on each of our Florence Copper Project, our Aley Project and our
Prosperity Project. The disclosure in our 2016 AIF should be read in the context
of this updated disclosure:
Florence Copper Project
We have filed an amended and
restated technical report on the Florence Copper Project entitled
NI 43-101
Technical Report Florence Copper Project
originally dated February 28,
2017 with an effective date of January 16, 2017, and amended and restated
December 4, 2017 (the
Amended Florence Technical Report
). The Amended
Florence Technical Report amends and restates the original Florence Technical
Report entitled
NI 43-101 Technical Report Florence Copper Project
that we filed on SEDAR on March 1, 2017 (the
Original 2017 Florence
Technical Report
).
The Amended Florence Technical
Report did not include any changes to either the mineral resource estimates or
the mineral reserve estimates that were included in the Original 2017 Florence
Technical Report. Investors may view the Amended Florence Technical Report on
SEDAR.
The Amended Florence Technical
Report provides expanded disclosure to the data verification, mineral resource
estimate and mineral reserve estimate sections of the Original 2017 Florence
Technical Report. The expanded mineral resource estimate disclosure included
additional information on the resource constraints that were applied in
completing the resource estimate contained in the Original 2017 Florence
Technical Report. The additional information on resource constraints included
assumptions relating to the copper price, injection and recovery well fixed and
variable costs, rates of copper recovery and operating costs used in the mineral
resource estimate included in the Original 2017 Florence Technical Report.
Additional disclosure was added to clarify that the resource estimate in the
Original 2017 Florence Technical Report was completed in accordance with the
2014 CIM Definition Standards. The amended reserve estimate disclosure was
focused on providing expanded disclosure on the 2014 CIM Definition Standards
applied to the estimates of reserves in the Original 2017 Florence Technical
Report and to remove references to inferred resources that had originally been
included in the reserve discussion in the context of opportunities to expand the
reserves.
Aley Project
We have filed an amended and
restated technical report on the Aley Project entitled
Technical Report on
Mineral Reserves at the Aley Project, British Columbia Canada
originally
dated October 30, 2014 with an effective date of September 15, 2014, and amended
and restated December 4, 2017 (the
Amended Aley Technical Report
). The
Amended Aley Technical Report amends and restates the original Aley Technical
Report entitled
Technical Report on Mineral Reserves at the Aley Project,
British Columbia Canada
that we filed on SEDAR on October 30, 2014 (the
Original 2014 Aley Technical Report
).
13
The Amended Aley Technical Report
did not include any changes to either the mineral resource or mineral reserve
estimates that were included in the Original 2014 Aley Technical Report.
Investors may view the Amended Aley Technical Report on SEDAR.
The Amended Aley Technical Report
provides expanded disclosure to the summary, introduction, reliance on other
experts, mineral resource estimate and mineral reserve estimate sections of the
Original Aley Technical Report. The expanded mineral resource estimate
disclosure included additional information on the resource constraints that were
applied in completing the resource estimate contained in the Original 2014 Aley
Technical Report. The additional information on resource constraints included
assumptions relating to the niobium price, foreign exchange rates, rates of
recovery and operating costs used in the mineral resource estimate included in
the Original 2014 Aley Technical Report. Additional disclosure was added to
clarify that the mineral resource and mineral reserve estimates in the Original
2014 Aley Technical Report were completed in accordance with the 2014 CIM
Definition Standards.
Prosperity Project
We are also providing the
following updates with respect to the discussion of the Prosperity Project
included in our 2016 AIF:
|
|
As disclosed in the June 2017 MCR, we have determined
that, in light of the current negative position of the federal Canadian
government regarding the Environmental Assessment for the Prosperity
Project performed in 2013, and notwithstanding our position that the
negative outcome was the product of a flawed review process which we are
legally challenging, we do not consider the Prosperity Project to be
material at this time. While we have reached this determination with
respect to reference to our current operations, our assessment of
materiality could change and the Prosperity Project may again become
material in the event that our legal challenge is successful; and
|
|
|
|
|
|
Additionally, we are cautioning investors that the
Prosperity Technical Report referenced in our 2016 AIF is now seven years
old and readers are advised to exercise caution when assessing its
conclusions in light of current operating and capital costs, appropriate
technologies, metals price outlooks and like matters. We will update this
information if the Prosperity Project once again becomes material to the
Company.
|
USE OF PROCEEDS
Unless otherwise specified in a
Prospectus Supplement, the net proceeds from the sale of the Securities will be
used for general corporate purposes, including funding working capital,
potential future acquisitions, debt repayments and capital expenditures. Each
Prospectus Supplement will contain specific information concerning the use of
proceeds from that sale of Securities.
All expenses relating to an
offering of Securities and any compensation paid to underwriters, dealers or
agents, as the case may be, will be paid out of our general funds, unless
otherwise stated in the applicable Prospectus Supplement.
14
CONSOLIDATED CAPITALIZATION
There have been no material
changes in our share and debt capital, on a consolidated basis, since September
30, 2017, being the date of the Companys most recently filed unaudited
consolidated financial statements incorporated by reference in this Prospectus,
other the grants of stock options, issuance of share purchase warrants and
issuances of additional common shares upon the exercise of outstanding stock
options and share purchase warrants, each as described further below under
Prior Sales.
PRIOR SALES
The following table sets out
details of all Common Shares issued by the Company during the 12 months prior to
the date of this Prospectus.
|
|
Price per
|
|
|
|
|
Date
|
|
Security/Exercise
|
|
|
Number of
|
|
Common Shares
|
|
Price per Security
|
|
|
Securities
|
|
Issued pursuant to exercise of options
|
|
|
|
|
|
|
November 2016
|
$
|
0.38
|
|
|
9,000
|
|
December 2016
|
$
|
0.38
|
|
|
22,500
|
|
January 2017
|
$
|
0.38
|
|
|
8,000
|
|
March 2017
|
$
|
0.38-$0.98
|
|
|
272,000
|
|
May 2017
|
$
|
0.38-$1.25
|
|
|
56,000
|
|
June 2017
|
$
|
0.38-$0.98
|
|
|
25,000
|
|
August 2017
|
$
|
0.38-$1.25
|
|
|
266,000
|
|
September 2017
|
$
|
0.98
|
|
|
72,000
|
|
October 2017
|
$
|
0.38-$1.25
|
|
|
168,000
|
|
November, 2017
|
$
|
0.38-$2.27
|
|
|
172,800
|
|
Issued pursuant to exercise of
warrants
|
|
|
|
|
|
|
February 8, 2017
|
$
|
0.51
|
|
|
2,000,000
|
|
March 20, 2017
|
$
|
0.51
|
|
|
2,000,000
|
|
15
The following table sets out
details of all securities convertible or exercisable into Common Shares that
were issued or granted by the Company during the 12 months prior to the date of
this Prospectus.
|
|
|
|
|
|
Exercise or
|
|
|
Number of Common
|
|
|
|
|
|
|
|
Conversion Price Per
|
|
|
Shares Issuable Upon
|
|
|
|
|
Type of Security
|
|
|
Common Share
|
|
|
Exercise or
|
|
Date
|
|
|
Issued
|
|
|
($)
|
|
|
Conversion
|
|
January 6, 2017
|
|
|
Stock Options
|
|
$
|
1.25
|
|
|
1,910,500
|
|
|
|
|
|
|
|
|
|
|
|
|
March 3, 2017
|
|
|
Warrants
|
|
$
|
2.74
|
|
|
3,000,000
|
|
TRADING PRICE AND VOLUME
Our common shares are listed on
the TSX and NYSE American under the trading symbol TKO and TGB,
respectively. The following tables set forth information relating to the trading
of the common shares on the TSX and NYSE American for the months indicated.
|
|
|
TSX Price Range
|
|
|
|
|
|
|
|
Month
|
|
|
High
|
|
|
Low
|
|
|
Total Volume
|
|
November 2016
|
|
|
0.93
|
|
|
0.60
|
|
|
9,815,496
|
|
December 2016
|
|
|
1.32
|
|
|
0.84
|
|
|
12,698,671
|
|
January 2017
|
|
|
1.94
|
|
|
1.17
|
|
|
11,180,346
|
|
February 2017
|
|
|
2.12
|
|
|
1.64
|
|
|
9,575,443
|
|
March 2017
|
|
|
1.98
|
|
|
1.53
|
|
|
8,292,947
|
|
April 2017
|
|
|
1.82
|
|
|
1.36
|
|
|
5,207,182
|
|
May 2017
|
|
|
1.82
|
|
|
1.41
|
|
|
6,063,649
|
|
June 2017
|
|
|
1.76
|
|
|
1.46
|
|
|
2,946,979
|
|
July 2017
|
|
|
1.89
|
|
|
1.54
|
|
|
3,089,139
|
|
August 2017
|
|
|
2.43
|
|
|
1.83
|
|
|
11,072,545
|
|
September 2017
|
|
|
2.50
|
|
|
2.06
|
|
|
9,102,598
|
|
October 2017
|
|
|
2.96
|
|
|
2.08
|
|
|
9,236,480
|
|
November 2017
|
|
|
2.91
|
|
|
2.50
|
|
|
8,637,311
|
|
December 1, 2017
|
|
|
2.76
|
|
|
2.66
|
|
|
334,807
|
|
|
|
|
NYSE American Price Range (in US$)
|
|
|
|
|
Month
|
|
|
High
|
|
|
Low
|
|
|
Total Volume
|
|
November 2016
|
|
|
0.69
|
|
|
0.45
|
|
|
17,461,203
|
|
December 2016
|
|
|
1.00
|
|
|
0.64
|
|
|
17,516,911
|
|
January 2017
|
|
|
1.50
|
|
|
0.86
|
|
|
20,818,209
|
|
February 2017
|
|
|
1.63
|
|
|
1.25
|
|
|
24,607,743
|
|
16
|
|
|
NYSE American Price Range (in US$)
|
|
|
|
|
Month
|
|
|
High
|
|
|
Low
|
|
|
Total Volume
|
|
March 2017
|
|
|
1.49
|
|
|
1.15
|
|
|
19,810,853
|
|
April 2017
|
|
|
1.36
|
|
|
1.00
|
|
|
10,573,926
|
|
May 2017
|
|
|
1.34
|
|
|
1.02
|
|
|
13,438,297
|
|
June 2017
|
|
|
1.31
|
|
|
1.11
|
|
|
10,948,602
|
|
July 2017
|
|
|
1.53
|
|
|
1.18
|
|
|
10,789,972
|
|
August 2017
|
|
|
1.95
|
|
|
1.42
|
|
|
25,148,018
|
|
September 2017
|
|
|
2.05
|
|
|
1.68
|
|
|
29,793,297
|
|
October 2017
|
|
|
2.46
|
|
|
1.54
|
|
|
32,930,918
|
|
November 2017
|
|
|
2.27
|
|
|
1.95
|
|
|
17,868,821
|
|
December 1, 2017
|
|
|
2.18
|
|
|
2.07
|
|
|
810,041
|
|
PLAN OF DISTRIBUTION
We may sell the Securities to or
through underwriters or dealers, and also may sell Securities to one or more
other purchasers directly or through agents, including sales pursuant to
ordinary brokerage transactions and transactions in which a broker-dealer
solicits purchasers. Underwriters may sell Securities to or through dealers.
Each Prospectus Supplement will set forth the terms of the offering, including
the name or names of any underwriters, dealers or agents and any fees or
compensation payable to them in connection with the offering and sale of a
particular series or issue of Securities, the public offering price or prices of
the Securities and the proceeds to the Company from the sale of the Securities.
The Securities may be sold, from
time to time in one or more transactions at a fixed price or prices which may be
changed or at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices, including sales in
transactions that are deemed to be at-the-market distributions as defined in
National Instrument 44-102Shelf Distributions, including sales made directly on
the TSX, NYSE American or other existing trading markets for the Securities. The
prices at which the Securities may be offered may vary as between purchasers and
during the period of distribution. If, in connection with the offering of
Securities at a fixed price or prices, the underwriters have made a bona fide
effort to sell all of the Securities at the initial offering price fixed in the
applicable Prospectus Supplement, the public offering price may be decreased and
thereafter further changed, from time to time, to an amount not greater than the
initial public offering price fixed in such Prospectus Supplement, in which case
the compensation realized by the underwriters will be decreased by the amount
that the aggregate price paid by purchasers for the Securities is less than the
gross proceeds paid by the underwriters to the Company.
17
Underwriters, dealers and agents
who participate in the distribution of the Securities may be entitled under
agreements to be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the U.S. Securities Act
and Canadian securities legislation, or to contribution with respect to payments
which such underwriters, dealers or agents may be required to make in respect
thereof. Such underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
In connection with any offering
of Securities, other than an at-the-market distribution, the underwriters may
over-allot or effect transactions which stabilize or maintain the market price
of the Securities offered at a level above that which might otherwise prevail in
the open market. Such transactions, if commenced, may be discontinued at any
time.
Unless otherwise specified in the
applicable Prospectus Supplement, we do not intend to list any of the Securities
other than the Common Shares on any securities exchange. Any underwriters,
dealers or agents to or through which Securities other than the Common Shares
are sold by us for public offering and sale may make a market in such
Securities, but such underwriters, dealers or agents will not be obligated to do
so and may discontinue any such market making at any time and without notice. No
assurance can be given that a market for trading in Securities of any series or
issue will develop or as to the liquidity of any such market, whether or not the
Securities are listed on a securities exchange.
DESCRIPTION OF SECURITIES
Common Shares
The holders of Common Shares are
entitled to receive notice of any meeting of the shareholders of the Company and
to attend and vote thereat, except those meetings at which only the holders
shares of another class or of a particular series are entitled to vote. Each
Common Share entitles its holder to one vote. The holders of Common Shares are
entitled to receive on a pro-rata basis such dividends as the board of directors
may declare out of funds legally available therefor. In the event of the
dissolution, liquidation, winding-up or other distribution of our assets, such
holders are entitled to receive on a pro-rata basis all of assets of the Company
remaining after payment of all of liabilities. The Common Shares carry no
pre-emptive or conversion rights.
18
Warrants
This section describes the
general terms that will apply to any Warrants for the purchase of Common Shares.
We will not offer Warrants for sale unless the applicable Prospectus Supplement
containing the specific terms of the Warrants to be offered separately is first
approved, in accordance with applicable laws, for filing by the securities
commissions or similar regulatory authorities in each of the jurisdictions where
the Warrants will be offered for.
Subject to the foregoing, we may
issue Warrants independently or together with other securities, and Warrants
sold with other securities may be attached to or separate from the other
securities. Warrants may be issued directly by us to the purchasers thereof or
under one or more warrant indentures or warrant agency agreements to be entered
into by us and one or more banks or trust companies acting as warrant agent.
Warrants, like other Securities that may be sold, may be listed on a securities
exchange subject to exchange listing requirements and applicable legal
requirements.
This summary of some of the
provisions of the Warrants is not complete. The statements made in the
Prospectus relating to any warrant agreement and Warrants to be issued under the
Prospectus are summaries of certain anticipated provisions thereof and do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the applicable warrant agreement. Investors
should refer to the warrant indenture or warrant agency agreement relating to
the specific warrants being offered for the complete terms of the Warrants. A
copy of any warrant indenture or warrant agency agreement relating to an
offering of
Warrants will be filed by us with the applicable securities
regulatory authorities in Canada following its execution.
The particular terms of each
issue of Warrants will be described in the applicable Prospectus Supplement.
This description will include, where applicable:
|
|
the designation and aggregate number of
Warrants;
|
|
|
|
|
|
the price at which the Warrants will be
offered;
|
|
|
|
|
|
the currency or currencies in which the
Warrants will be offered;
|
|
|
|
|
|
the date on which the right to exercise the
Warrants will commence and the date on which the right will expire;
|
|
|
|
|
|
the number of common shares that may be
purchased upon exercise of each Warrant and the price at which and
currency or currencies in which the Common Shares may be purchased upon
exercise of each Warrant;
|
|
|
|
|
|
the designation and terms of any securities
with which the Warrants will be offered, if any, and the number of the
Warrants that will be offered with each security;
|
|
|
|
|
|
the date or dates, if any, on or after which
the Warrants and the related securities will be transferable separately;
|
|
|
|
|
|
whether the Warrants will be subject to
redemption and, if so, the terms of such redemption provisions;
|
|
|
|
|
|
material Canadian and United States federal
income tax consequences of owning the Warrants; and
|
|
|
|
|
|
any other material terms or conditions of the
Warrants.
|
19
Subscription Receipts
This section describes the
general terms that will apply to any Subscription Receipts that may be offered
by us pursuant to the Prospectus. Subscription Receipts may be offered
separately or together with Common Shares or Warrants, as the case may be. The
Subscription Receipts will be issued under a Subscription Receipt agreement.
In the event we issue
Subscription Receipts, we will provide the original purchasers of Subscription
Receipts a contractual right of rescission exercisable following the issuance of
common shares to such purchasers.
The applicable Prospectus
Supplement will include details of the Subscription Receipt agreement covering
the Subscription Receipts being offered. A copy of the Subscription Receipt
agreement relating to an offering of Subscription Receipts will be filed by us
with the applicable securities regulatory authorities after it has been entered
into by us. The specific terms of the Subscription Receipts, and the extent to
which the general terms described in this section apply to those Subscription
Receipts, will be set forth in the applicable Prospectus Supplement. This
description will include, where applicable:
|
|
the number of Subscription Receipts;
|
|
|
|
|
|
the price at which the Subscription Receipts
will be offered;
|
|
|
the procedures for the exchange of the
Subscription Receipts into Common Shares or Warrants;
|
|
|
|
|
|
the number of Common Shares or Warrants that
may be exchanged upon exercise of each Subscription Receipt;
|
|
|
|
|
|
the designation and terms of any other
securities with which the Subscription Receipts will be offered, if any,
and the number of Subscription Receipts that will be offered with each
security;
|
|
|
|
|
|
terms applicable to the gross or net proceeds
from the sale of the Subscription Receipts plus any interest earned
thereon;
|
|
|
|
|
|
material Canadian and United States income tax
consequences of owning the Subscription Receipts; and
|
|
|
|
|
|
any other material terms and conditions of the
Subscription Receipts.
|
20
Description of Debt Securities
We may issue Debt Securities in
one or more series under an indenture (the
Indenture
), to be entered
into among the Company, a Canadian trustee and a U.S. trustee. The Indenture
will be subject to and governed by the United States Trust Indenture Act of
1939, as amended (the
Trust Indenture Act
). A copy of the form of the
Indenture will be filed with the SEC as an exhibit to the registration statement
of which this Prospectus forms a part. The following description sets forth
certain general material terms and provisions of the Debt Securities and is not
intended to be complete. For a more complete description, prospective investors
should refer to the Indenture and the terms of the Debt Securities. If Debt
Securities are issued, we will describe in the applicable Prospectus Supplement
the particular terms and provisions of any series of the Debt Securities and a
description of how the general terms and provisions described below may apply to
that series of the Debt Securities. Prospective investors should rely on
information in the applicable Prospectus Supplement and not on the following
information to the extent that the information in such Prospectus Supplement is
different from the following information. We will file as exhibits to the
registration statement of which this Prospectus is a part, or will incorporate
by reference from a report on Form 6-K that the Company furnishes to the SEC,
any supplemental indenture describing the terms and conditions of Debt
Securities that we are offering before the issuance of such Debt Securities.
We may issue Debt Securities and
incur additional indebtedness other than through the offering of Debt Securities
pursuant to this Prospectus.
General
The Indenture will not limit the
aggregate principal amount of Debt Securities that we may issue under the
Indenture and will not limit the amount of other indebtedness that we may incur.
The Indenture will provide that we may issue Debt Securities from time to time
in one or more series and may be denominated and payable in U.S. dollars,
Canadian dollars or any foreign currency. Unless otherwise indicated in the
applicable Prospectus Supplement, the Debt Securities will be unsecured
obligations of the Company. The Indenture will also permit us to increase the
principal amount of any series of the Debt Securities previously issued and to
issue that increased principal amount.
The applicable Prospectus
Supplement for any series of Debt Securities that we offer will describe the
specific terms of the Debt Securities and may include, but is not limited to,
any of the following:
|
|
the title of the Debt Securities;
|
|
|
|
|
|
any limit on the aggregate principal amount of the Debt
Securities and, if no limit is specified, the Company will have the right
to re-open such series for the issuance of additional Debt Securities from
time to time;
|
|
|
|
|
|
whether the payment of principal, interest and premium, if
any, on the Debt Securities will be senior, senior subordinated or subordinated obligations;
|
|
|
|
|
|
whether payment of principal, interest and premium, if
any, on the Debt Securities will be secured by certain assets of the
Company and any appliable guarantors;
|
|
|
|
|
|
whether payment of the Debt Securities will be guaranteed
by any other person;
|
21
|
|
the date or dates, or the method by which such date or
dates will be determined or extended, on which the principal (and premium,
if any) of the Debt Securities of the series is payable;
|
|
|
|
|
|
the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates
shall be determined, whether such interest shall be payable in cash or
additional Securities of the same series or shall accrue and increase the
aggregate principal amount outstanding of such series, the date or dates
from which such interest shall accrue, or the method by which such date or
dates shall be determined;
|
|
|
|
|
|
the place or places we will pay principal, premium and
interest, if any, and the place or places where Debt Securities can be
presented for registration of transfer, exchange or conversion;
|
|
|
|
|
|
whether and under what circumstances we will be required to pay any additional
amounts for withholding or deduction for Canadian taxes with respect to the Debt
Securities, and whether an on what terms we will have the option to redeem the Debt
Securities rather than pay the additional amounts;
|
|
|
|
|
|
whether we will be obligated to redeem, repay or
repurchase the Debt Securities pursuant to any sinking or other provision,
or at the option of a holder and the terms and conditions of such
redemption, repayment or repurchase;
|
|
|
|
|
|
whether we may redeem the Debt Securities, in whole or in
part, prior to maturity and the terms and conditions of any such
redemption;
|
|
|
the denominations in which we will issue any registered
Debt Securities, if other than denominations of $2,000 and any multiple of
$1,000 and, if other than denominations of $5,000, the denominations in
which any unregistered Debt Security shall be issuable;
|
|
|
|
|
|
whether we will make payments on the Debt Securities in a
currency other than U.S. dollars;
|
|
|
|
|
|
whether payments on the Debt Securities will be payable
with reference to any index, formula or other method;
|
|
|
whether we will issue the Debt Securities as global
securities and, if so, the identity of the depositary for the global
securities;
|
|
|
|
|
|
whether we will issue the Debt Securities as unregistered
securities, registered securities or both;
|
|
|
|
|
|
any changes or additions to, or deletions of, events of
default or covenants whether or not such events of default or covenants
are consistent with the events of default or covenants in the Indenture;
|
|
|
|
|
|
the applicability of, and any changes or additions to,
the provisions for defeasance described under Defeasance below;
|
|
|
|
|
|
whether the holders of any series of Debt Securities have
special rights if specified events occur;
|
22
|
|
the terms, if any, for any conversion or exchange of the
Debt Securities for any other securities;
|
|
|
|
|
|
provisions as to modification, amendment or variation of
any rights or terms attaching to the Debt Securities; and
|
|
|
|
|
|
any other terms, conditions, rights and preferences (or
limitations on such rights and preferences).
|
Unless stated otherwise in the
applicable Prospectus Supplement, no holder of Debt Securities will have the
right to require us to repurchase the Debt Securities and there will be no
increase in the interest rate if we become involved in a highly leveraged
transaction or if we have a change of control.
We may issue Debt Securities
bearing no interest or interest at a rate below the prevailing market rate at
the time of issuance, and offer and sell the Debt Securities at a discount below
their stated principal amount. We may also sell any of the Debt Securities for a
foreign currency or currency unit, and payments on the Debt Securities may be
payable in a foreign currency or currency unit. In any of these cases, we will
describe certain Canadian federal and U.S. federal income tax consequences and
other special considerations in the applicable Prospectus Supplement.
We may issue Debt Securities with
terms different from those of Debt Securities previously issued and, without the
consent of the holders thereof, we may reopen a previous issue of a series of
Debt Securities and issue additional Debt Securities of such series (unless the
reopening was restricted when such series was created).
Guarantees
Our payment obligations under any
series of Debt Securities may be guaranteed by certain of our direct or indirect
subsidiaries. In order to comply with certain registration statement form
requirements under U.S. law, these guarantees may in turn be guaranteed by the
Company. The terms of such guarantees will be set forth in the applicable
Prospectus Supplement.
Ranking and Other Indebtedness
Unless otherwise indicated in an
applicable Prospectus Supplement, and except to the extent prescribed by law,
each series of Debt Securities shall be senior, unsubordinated and unsecured
obligations of the Company and shall rank pari passu and ratably without
preference among themselves and pari passu with all other senior,
unsubordinated and unsecured obligations of the Company.
Our Board of Directors may
establish the extent and manner, if any, to which payment on or in respect of a
series of Debt Securities will be senior, senior subordinated or will be
subordinated to the prior payment of the Companys other liabilities and
obligations, and whether the payment of principal, premium, if any, and
interest, if any, will be guaranteed by any other person and the nature and
priority of any security.
23
Debt Securities in Global Form
The Depositary and Book-Entry
Unless otherwise specified in the
applicable Prospectus Supplement, a series of the Debt Securities may be issued
in whole or in part in global form as a global security and will be registered
in the name of or issued in bearer form and be deposited with a depositary, or
its nominee, each of which will be identified in the applicable Prospectus
Supplement relating to that series. Unless and until exchanged, in whole or in
part, for the Debt Securities in definitive registered form, a global security
may not be transferred except as a whole by the depositary for such global
security to a nominee of the depositary, by a nominee of the depositary to the
depositary or another nominee of the depositary or by the depositary or any such
nominee to a successor of the depositary or a nominee of the successor.
The specific terms of the
depositary arrangement with respect to any portion of a particular series of the
Debt Securities to be represented by a global security will be described in the
applicable Prospectus Supplement relating to such series. The Company
anticipates that the provisions described in this section will apply to all
depositary arrangements.
Upon the issuance of a global
security, the depositary therefor or its nominee will credit, on its book entry
and registration system, the respective principal amounts of the Debt Securities
represented by the global security to the accounts of such persons, designated
as participants, having accounts with such depositary or its nominee. Such
accounts shall be designated by the underwriters, dealers or agents
participating in the distribution of the Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a global security will be limited to participants or
persons that may hold beneficial interests through participants. Ownership of
beneficial interests in a global security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
depositary therefor or its nominee (with respect to interests of participants)
or by participants or persons that hold through participants (with respect to
interests of persons other than participants). The laws of some states in the
United States may require that certain purchasers of securities take physical
delivery of such securities in definitive form.
So long as the depositary for a
global security or its nominee is the registered owner of the global security or
holder of a global security in bearer form, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by the global security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a global
security will not be entitled to have a series of the Debt Securities
represented by the global security registered in their names, will not receive
or be entitled to receive physical delivery of such series of the Debt Securities in definitive form and will not be considered
the owners or holders thereof under the Indenture.
Any payments of principal,
premium, if any, and interest, if any, on global securities registered in the
name of a depositary or securities registrar will be made to the depositary or
its nominee, as the case may be, as the registered owner of the global security
representing such Debt Securities. None of the Company, any trustee or any
paying agent for the Debt Securities represented by the global securities will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
24
The Company expects that the
depositary for a global security or its nominee, upon receipt of any payment of
principal, premium, if any, or interest, if any, will credit participants
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the global security as shown on the records
of such depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in a global security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
registered in street name, and will be the responsibility of such
participants.
Discontinuance of Depositarys Services
If a depositary for a global
security representing a particular series of the Debt Securities is at any time
unwilling or unable to continue as depositary or, if at any time the depositary
for such series shall no longer be registered or in good standing under the
Exchange Act, and a successor depositary is not appointed by us within 90 days,
the Company will issue such series of the Debt Securities in definitive form in
exchange for a global security representing such series of the Debt Securities.
If an event of default under the Indenture has occurred and is continuing, Debt
Securities in definitive form will be printed and delivered upon written request
by the holder to the appropriate trustee. In addition, the Company may at any
time and in the Companys sole discretion determine not to have a series of the
Debt Securities represented by a global security and, in such event, will issue
a series of the Debt Securities in definitive form in exchange for all of the
global securities representing that series of Debt Securities.
Debt Securities in Definitive Form
A series of the Debt Securities
may be issued in definitive form, solely as registered securities, solely as
unregistered securities or as both registered securities and unregistered
securities. Registered securities will be issuable in denominations of $2,000
and integral multiples of $1,000 and unregistered securities will be issuable in
denominations of $5,000 and integral multiples of $5,000 or, in each case, in
such other denominations as may be set out in the terms of the Debt Securities
of any particular series. Unless otherwise indicated in the applicable
Prospectus Supplement, unregistered securities will have interest coupons
attached.
Unless otherwise indicated in the
applicable Prospectus Supplement, payment of principal, premium, if any, and
interest, if any, on the Debt Securities in definitive form will be made at the
office or agency designated by the Company, or at the Companys option the
Company can pay principal, interest, if any, and premium, if any, by check
mailed to the address of the person entitled at the address appearing in the
security register of the trustee or electronic funds wire transfer to an account
of persons who meet certain thresholds set out in the Indenture who are entitled
to receive payments by wire transfer. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest, if any, will be made to
the persons in whose name the Debt Securities are registered at
the close of business on the day or days specified by the Company.
25
At the option of the holder of
Debt Securities, registered securities of any series will be exchangeable for
other registered securities of the same series, of any authorized denomination
and of a like aggregate principal amount. If, but only if, provided in an
applicable Prospectus Supplement, unregistered securities (with all unmatured
coupons, except as provided below, and all matured coupons in default) of any
series may be exchanged for registered securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor. In
such event, unregistered securities surrendered in a permitted exchange for
registered securities between a regular record date or a special record date and
the relevant date for payment of interest shall be surrendered without the
coupon relating to such date for payment of interest, and interest will not be
payable on such date for payment of interest in respect of the registered
security issued in exchange for such unregistered security, but will be payable
only to the holder of such coupon when due in accordance with the terms of the
Indenture. Unless otherwise specified in an applicable Prospectus Supplement,
unregistered securities will not be issued in exchange for registered
securities.
The applicable Prospectus
Supplement may indicate the places to register a transfer of the Debt Securities
in definitive form. Service charges may be payable by the holder for any
registration of transfer or exchange of the Debt Securities in definitive form,
and the Company may, in certain instances, require a sum sufficient to cover any
tax or other governmental charges payable in connection with these transactions.
We shall not be required to:
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issue, register the transfer of or exchange any
series of the Debt Securities in definitive form during a period beginning
at the opening of 15 days before any selection of securities of that
series of the Debt Securities to be redeemed and ending on the relevant
date of notice of such redemption, as provided in the Indenture;
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register the transfer of or exchange any
registered security in definitive form, or portion thereof, called for
redemption, except the unredeemed portion of any registered security being
redeemed in part;
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exchange any unregistered security called for
redemption except to the extent that such unregistered security may be
exchanged for a registered security of that series and like tenor;
provided that such registered security will be simultaneously surrendered
for redemption; or
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issue, register the transfer of or exchange any
of the Debt Securities in definitive form which have been surrendered for
repayment at the option of the holder, except the portion, if any, of such
Debt Securities not to be so repaid.
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Provision of Financial Information
The Company will file with the
Trustee within 15 days after the Company files the same with the
SEC, (i) copies of the annual reports containing audited financial
statements and copies of quarterly reports containing unaudited financial
statements and (ii) copies of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Company
may be required to file with or furnish to the SEC pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
26
In the event that the Company is
not required to remain subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis
on forms provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the SEC, continue to file with the SEC and provide
the Trustee:
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within 140 days after the end of each fiscal year, annual
reports on Form 20-F, 40-F or Form 10-K, as applicable (or any successor
form), containing audited financial statements and the other financial
information required to be contained therein (or required in such
successor form); and
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within 60 days after the end of each of the first three
fiscal quarters of each fiscal year, reports on Form 6-K or Form 10-Q (or
any successor form), containing unaudited financial statements and the
other financial information which, regardless of applicable requirements
shall, at a minimum, contain such information required to be provided in
quarterly reports under the laws of Canada or any province thereof to
security holders of a corporation with securities listed on the Toronto
Stock Exchange, whether or not the Company has any of its securities so
listed.
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Events of Default
Unless otherwise specified in the
applicable Prospectus Supplement relating to a particular series of Debt
Securities, the following is a summary of events which will, with respect to any
series of the Debt Securities, constitute an event of default under the
Indenture with respect to the Debt Securities of that series:
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the Company fails to pay principal of, or any premium on
any Debt Security of that series
when it is due and payable;
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the Company fails to pay interest payable on any Debt Security of that series when it becomes due
and payable, and such default continues for 30 days;
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the Company fails to make any required sinking fund or
analogous payment when due for that series of Debt Securities;
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the Company fails to observe or perform any of its
covenants or agreements in the Indenture that affect or are applicable to
the Debt Securities of that series for 90 days after written notice to the
Company by the trustees or to the Company and the trustees by holders of
at least 25% in aggregate principal amount of the outstanding Debt
Securities of that series;
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certain events involving the Companys bankruptcy,
insolvency or reorganization; and
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any other event of default provided for in that series of
Debt Securities.
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A default under one series of
Debt Securities will not necessarily be a default under another series. A
trustee may withhold notice to the holders of the Debt Securities of any
default, except in the payment of principal or premium, if any, or interest, if
any, if in good faith it considers it in the interests of the holders to do so
and so advises the Company in writing.
If an event of default for any
series of Debt Securities occurs and continues, a trustee or the holders of at
least 25% in aggregate principal amount of the Debt Securities of that series
may require the Company to repay immediately:
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the entire principal and interest of the Debt
Securities of the series; or
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if the Debt Securities are discounted
securities, that portion of the principal as is described in the
applicable Prospectus Supplement.
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If an event of default relates to
events involving the Companys bankruptcy, insolvency or reorganization, the
principal of all Debt Securities will become immediately due and payable without
any action by the trustee or any holder.
Subject to certain conditions,
the holders of a majority of the aggregate principal amount of the Debt
Securities of the affected series can rescind and annul an accelerated payment
requirement. If Debt Securities are discounted securities, the applicable
Prospectus Supplement will contain provisions relating to the acceleration of
maturity of a portion of the principal amount of the discounted securities upon
the occurrence or continuance of an event of default.
Other than its duties in case of
a default, a trustee is not obligated to exercise any of the rights or powers
that it will have under the Indenture at the request or direction of any
holders, unless the holders offer the trustee reasonable security or indemnity.
If they provide this reasonable security or indemnity, the holders of a majority
in aggregate principal amount of any series of Debt Securities may, subject to
certain limitations, direct the time, method and place of conducting any
proceeding for any remedy available to a trustee, or exercising any trust or
power conferred upon a trustee, for any series of Debt Securities.
The Company will be required to
furnish to the trustees a statement annually as to its compliance with all
conditions and covenants under the Indenture and, if the Company is not in
compliance, the Company must specify any defaults. The Company will also be
required to notify the trustees as soon as practicable upon becoming aware of
any event of default.
No holder of a Debt Security of
any series will have any right to institute any proceeding with respect to the
Indenture, or for the appointment of a receiver or a trustee, or for any other
remedy, unless:
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the holder has previously given to the trustees written
notice of a continuing event of default with respect to the Debt
Securities of the affected series;
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the holders of at least 25% in principal amount of the
outstanding Debt Securities of the series affected by an event of default
have made a written request, and the holders have offered reasonable
indemnity, to the trustees to institute a proceeding as trustees; and
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the trustees have failed to institute a proceeding, and
have not received from the holders of a majority in aggregate principal
amount of the outstanding Debt Securities of the series affected (or in
the case of bankruptcy, insolvency or reorganization, all series
outstanding) by an event of default a direction inconsistent with the request, within 60
days after receipt of the holders notice, request and offer of indemnity.
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However, such above-mentioned
limitations do not apply to a suit instituted by the holder of a Debt Security
for the enforcement of payment of the principal of or any premium, if any, or
interest on such Debt Security on or after the applicable due date specified in
such Debt Security.
Defeasance
When the Company uses the term
defeasance, it means discharge from its obligations with respect to any Debt
Securities of or within a series under the Indenture. Unless otherwise specified
in the applicable Prospectus Supplement, if the Company deposits with a trustee
cash, government securities or a combination thereof sufficient to pay the
principal, interest, if any, premium, if any, and any other sums due to the
stated maturity date or a redemption date of the Debt Securities of a series,
then at the Companys option:
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the Company will be discharged from the
obligations with respect to the Debt Securities of that series; or
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the Company will no longer be under any
obligation to comply with certain restrictive covenants under the
Indenture and certain events of default will no longer apply to the
Company.
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If this happens, the holders of
the Debt Securities of the affected series will not be entitled to the benefits
of the Indenture except for registration of transfer and exchange of Debt
Securities and the replacement of lost, stolen, destroyed or mutilated Debt
Securities. These holders may look only to the deposited fund for payment on
their Debt Securities.
To exercise the defeasance
option, the Company must deliver to the trustees:
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an opinion of counsel in the United States to
the effect that the holders of the outstanding Debt Securities of the
affected series will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of a defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if the defeasance had not occurred;
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an opinion of counsel in Canada or a ruling
from the Canada Revenue Agency to the effect that the holders of the
outstanding Debt Securities of the affected series will not recognize
income, gain or loss for Canadian federal, provincial or territorial
income or other tax purposes as a result of a defeasance and will be
subject to Canadian federal, provincial or territorial income tax and
other tax on the same amounts, in the same manner and at the same times as
would have been the case had the defeasance not occurred; and
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a certificate of one of the Companys officers
and an opinion of counsel, each stating that all conditions precedent
provided for relating to defeasance have been complied with.
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If the Company is to be
discharged from its obligations with respect to the Debt Securities, and not
just from the Companys covenants, the U.S. opinion must be based upon a ruling
from or published by the United States Internal Revenue Service or a change in
law to that effect.
In addition to the delivery of
the opinions described above, the following conditions must be met before the
Company may exercise its defeasance option:
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no event of default or event that, with the
passing of time or the giving of notice, or both, shall constitute an
event of default shall have occurred and be continuing for the Debt
Securities of the affected series;
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the Company is not an insolvent person within
the meaning of applicable bankruptcy and insolvency legislation; and
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other customary conditions precedent are
satisfied.
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Modification and Waiver
Modifications and amendments of
the Indenture may be made by the Company and the trustees pursuant to one or
more Supplemental Indentures (a Supplemental Indenture) with the consent of
the holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of each series affected by the modification.
However, without the consent of each holder affected, no such modification may:
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change the stated maturity of the principal of,
premium, if any, or any instalment of interest, if any, on any Debt
Security;
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reduce the principal, premium, if any, or rate
of interest, if any, or change any obligation of the Company to pay any
Additional Amounts;
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reduce the amount of principal of a debt
security payable upon acceleration of its maturity or the amount provable
in bankruptcy;
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change the place or currency of any payment;
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affect the holders right to require the
Company to repurchase the Debt Securities at the holders option;
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impair the right of the holders to institute a
suit to enforce their rights to payment;
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adversely affect any conversion or exchange
right related to a series of Debt Securities;
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reduce the percentage of Debt Securities
required to modify the Indenture or to waive compliance with certain
provisions of the Indenture; or
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reduce the percentage in principal amount of
outstanding Debt Securities necessary to take certain actions.
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The holders of at least a
majority in principal amount of outstanding Debt Securities of any series may on
behalf of the holders of all Debt Securities of that series waive, insofar as
only that series is concerned, past defaults under the Indenture and compliance
by the Company with certain restrictive provisions of the Indenture. However,
these holders may not waive a default in any payment of principal, premium, if
any, or interest on any Debt Security or compliance with a provision that cannot
be modified without the consent of each holder affected.
The Company may modify the
Indenture pursuant to a Supplemental Indenture without the consent of any
holders to:
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evidence its successor under the Indenture;
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add covenants of the Company or surrender any
right or power of the Company for the benefit of holders;
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add events of default;
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provide for unregistered securities to become
registered securities under the Indenture and make other such changes to
unregistered securities that in each case do not materially and adversely
affect the interests of holders of outstanding Debt Securities;
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establish the forms of the Debt Securities;
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appoint a successor trustee under the
Indenture;
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add provisions to permit or facilitate the
defeasance and discharge of the Debt Securities as long as there is no
material adverse effect on the holders;
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cure any ambiguity, correct or supplement any
defective or inconsistent provision or make any other provisions in each
case that would not materially and adversely affect the interests of
holders of outstanding Debt Securities, if any; or
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change or eliminate any provisions of the
Indenture where such change takes effect when there are no Debt Securities
outstanding which are entitled to the benefit of those provisions under
the Indenture.
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Governing Law
The Indenture and the Debt
Securities will be governed by and construed in accordance with the laws of the
State of New York.
The Trustee
The Trustee under the Indenture
or its affiliates may provide banking and other services to the Corporation in
the ordinary course of their business.
The Indenture will contain
certain limitations on the rights of the Trustee, as long as it or any of its
affiliates remains the Corporation's creditor, to obtain payment of claims in
certain cases or to realize on certain property received on any claim as
security or otherwise. The Trustee and its affiliates will be permitted to
engage in other transactions with the Corporation. If the Trustee or any
affiliate acquires any conflicting interest and a default occurs with respect to
the Debt Securities, the Trustee must eliminate the conflict or resign.
31
Resignation and Removal of Trustee
A trustee may resign or be
removed with respect to one or more series of the Debt Securities and a
successor trustee may be appointed to act with respect to such series.
Consent to Jurisdiction and Service
Under the Indenture, the
Corporation will irrevocably appoint an authorized agent upon which process may
be served in any suit, action or proceeding arising out of or relating to the
Offered Debt Securities or the Indenture that may be instituted in any United
States federal or New York state court located in The City of New York, and will
submit to such non-exclusive jurisdiction.
Units
We may issue Units comprised of
one or more of the other Securities described in the Prospectus in any
combination. Each Unit will be issued so that the holder of the Unit is also the
holder of each of the Securities included in the Unit. Thus, the holder of a
Unit will have the rights and obligations of a holder of each included Security.
The unit agreement, if any, under which a Unit is issued may provide that the
Securities included in the Unit may not be held or transferred separately, at
any time or at any time before a specified date.
The particular terms and
provisions of Units offered by any Prospectus Supplement, and the extent to
which the general terms and provisions described below may apply thereto, will
be described in the Prospectus Supplement filed in respect of such Units.
RISK FACTORS
Before making an investment
decision to purchase any Securities, investors should carefully consider the
information described in this Prospectus and the documents incorporated or
deemed incorporated by reference herein, including the applicable Prospectus
Supplement. There are certain risks inherent in an investment in the Securities,
including the factors described in the 2016 AIF, in the 2016 MD&A and any
other risk factors described herein or in a document incorporated or deemed
incorporated by reference herein, which investors should carefully consider
before investing. Additional risk factors relating to a specific offering of
Securities will be described in the applicable Prospectus Supplement. Some of
the factors described herein, in the documents incorporated or deemed
incorporated by reference herein, and/or the applicable Prospectus Supplement
are interrelated and, consequently, investors should treat such risk factors as
a whole. If any of the adverse effects set out in the risk factors described
herein, in the 2016 AIF, in the 2016 MD&A, in another document incorporated
or deemed incorporated by reference herein or in the applicable Prospectus
Supplement occur, it could have a material adverse effect on the business,
financial condition and results of operations of the Company. Additional risks
and uncertainties of which the Company currently is unaware or that are unknown
or that it currently deems to be immaterial could have a material adverse effect
on the Company's business, financial condition and results of operations. The
Company cannot assure you that it will successfully address any or all of these
risks. There is no assurance that any risk management steps taken will avoid
future loss due to the occurrence of the adverse effects set out in the risk
factors herein, in the 2016 AIF, in the 2016 Annual MD&A, in the other
documents incorporated or deemed incorporated by reference herein or in the
applicable Prospectus Supplement or other unforeseen risks.
32
Risks relating to our business and our industry
Changes in the market price of
copper, molybdenum and other metals, which are volatile and have fluctuated
widely, affect the profitability of our operations and financial condition.
Our profitability and long-term
viability depend, in large part, upon the market price of metals, primarily
copper, and potentially molybdenum, gold and other metals and minerals. The
market price of copper is volatile and is affected by numerous factors beyond
our control, including:
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copper demand, especially from China;
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expectations with respect to the rate of
inflation;
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the relative strength of the U.S. dollar and
certain other currencies;
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interest rates;
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global or regional political or economic
conditions, including interest rates and currency values;
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global mine supply of metal;
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global demand for industrial products and
jewelry containing metals; and
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sales by central banks and other holders,
speculators and producers of copper, gold and other metals in response to
any of the above factors.
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The copper market is volatile and cyclical and consumption of
copper is influenced by global economic growth, trends in industrial production,
conditions in the housing and automotive industries and economic growth in
China, which is the largest consumer of refined copper in the world. Should
demand weaken and consumption patterns change, in particular, if consumers seek
out lower cost substitute materials, the price of copper could be materially
adversely affected, which could negatively affect our business and results of
operations.
A decrease in the market price of copper and molybdenum would
affect the profitability of Gibraltar and our ability to finance the exploration
and development of our other mineral properties, which would have a material
adverse effect on our business and results of operations. There can be no
assurance that the market price of copper and other metals will remain at
current levels or that such prices will improve. If commercial quantities of
copper, gold and other metals are discovered, there is no assurance that a
profitable market will exist or continue to exist for a production decision to
be made or for the ultimate sale of the metals.
Fluctuations in foreign currency exchange rates could
have a material adverse effect on our business, results of operations and
financial condition.
Fluctuations in the Canadian
dollar relative to the U.S. dollar could significantly affect our business,
results of operations and financial condition. As our Gibraltar operation is
located in Canada, our costs are incurred primarily in Canadian dollars.
However, our revenue is based on the market price of copper and other metals and
is denominated in United States dollars. A strengthening of the Canadian dollar
relative to the United States dollar will reduce our profitability, materially
adversely affect our financial condition, and may also affect our ability to
finance our Future Development Projects. We do not currently enter into foreign
currency contracts to hedge against currency risk.
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Mining is inherently risky and operations are subject to
conditions or events beyond our control, which could have a material adverse
effect on our business and results of operations.
Mining involves various types of
risks and hazards, including:
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uncertainties inherent in estimating mineral
reserves and mineral resources;
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environmental hazards;
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discharge of pollutants or hazardous chemicals;
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industrial or environmental accidents;
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machinery breakdown;
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metallurgical and other processing problems;
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unusual or unexpected rock formations and other
geological problems;
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structural cave-ins or slides;
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flooding;
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fire;
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metals losses; and
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periodic interruptions due to inclement or
hazardous weather conditions.
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These risks could result in
injury or death, environmental damage, damage to, or destruction of, mineral
properties, production facilities or other properties, delays in mining,
increased production costs, monetary losses and possible legal liability.
Interruptions to our mining or processing operations may adversely impact our
ability to continue production of concentrate at expected rates, with the result
that our business and results of operations may be materially adversely
affected.
We may not be able to obtain
adequate insurance to cover these risks at economically feasible premiums.
Insurance against certain environmental risks, including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from production, is not generally available to us or to other
companies within the mining industry. We may suffer a material adverse impact on
our business and results of operations if we incur losses related to any
significant events that are not covered by insurance policies.
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The need for infrastructure could delay or prevent us
from developing our Future Development Projects.
Completion of the development of
our Future Development Projects is subject to various requirements, including
government permitting and the need to establish power, water and transportation
facilities. The lack of availability on acceptable terms or the delay in the
availability of any one or more of these services could prevent or delay
development of our Future Development Projects. If adequate infrastructure is
not available in a timely manner, there can be no assurance that:
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the development of our projects will be
commenced or completed on a timely basis, if at all;
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the resulting operations will achieve the
anticipated production volume; or
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the construction costs and ongoing operating
costs associated with the development of our Future Development Projects
will not be higher than anticipated.
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Our Future Development Projects, which are still under
development, and will require substantial additional financing for completion,
may not achieve anticipated production capacity, may experience unanticipated
costs or may be delayed or not completed at all.
The Future Development Projects
are at various stages of development. The development of a mining project is a
complex and challenging process that may take longer and cost more than
initially projected, or may not be completed at all. In addition, anticipated
production capacity may never be achieved. We may encounter unforeseen
geological conditions or delays in obtaining required construction,
environmental or operating permits or mine design adjustments. Operating delays
may cause reduced production and cash flow while certain fixed costs, such as
minimum royalties or loan payments, may still have to be paid on a predetermined
schedule.
Moreover, completion of the
Future Development Projects is subject to, among other things, the commercial
availability of adequate financing. Even if financing is available, the 2017
Secured Note Indenture contains, and agreements for future financings will
likely contain, a number of restrictive covenants that impose significant
financial restrictions on us, including on our ability to incur additional debt.
These restrictions could significantly limit our ability to obtain adequate
financing for the development of the Future Development Projects. Without funds
available to finance construction and development activities, the Future
Development Projects may not be completed and the potential benefits of the
Future Development Projects may never be realized. There can be no assurance
that the Future Development Projects will ever materially contribute to our
revenues, and capital expenditures for our Future Development Projects may
materially adversely affect our business and results of operations.
In addition, there can be no
assurance that our exploration efforts will result in the discovery of
significant mineralization or that any mineralization discovered will result in
an increase of our proven mineral reserves or probable mineral reserves. If
proven mineral reserves or probable mineral reserves are developed, it may take
a number of years and substantial expenditures from the initial phases of
drilling until production is possible, during which time the economic
feasibility of production may change. The combination of these factors may cause
us to expend significant resources (financial and otherwise) on a property
without receiving a return on investment.
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We are subject to extensive governmental regulation of
all aspects of our business.
Our operations and exploration
and development activities are subject to extensive federal, provincial, state
and local laws and regulations governing various matters, including:
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environmental protection;
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management and use of toxic substances and
explosives;
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management of tailings and other wastes
generated by our operations;
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management of natural resources;
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exploration and development of mines,
production and post-closure reclamation;
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exports;
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price controls;
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taxation;
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labor standards and occupational health and
safety, including mine safety; and
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historic and cultural preservation.
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Failure to secure approvals or
comply with applicable laws and regulations may result in civil or criminal
fines or penalties or enforcement actions, including orders issued by regulatory
or judicial authorities enjoining or curtailing operations or requiring
corrective measures, installation of additional equipment or remedial actions,
any of which could result in our incurring significant expenditures. We may also
be required to compensate private parties suffering loss or damage by reason of
a breach of such laws, regulations or permitting requirements. It is also
possible that future laws and regulations, or a more stringent enforcement of
current laws and regulations by governmental authorities, could cause additional
expense, capital expenditures, restrictions on or suspensions of our operations
and delays in the development of our properties.
We are subject to risks related to the title of the
properties that we own and lease.
Our mining operations are
conducted on properties owned, subject to claims or leased by us from provincial
and state governments. Although we have exercised reasonable due diligence with
respect to determining title to properties we own or lease, there is no
guarantee that title to such properties and other tenure will not be challenged
or impugned. No assurances can be given that there are no title defects
affecting the properties. There may be valid challenges to the title of our
properties which, if successful, could make us unable to operate our properties
as planned or permitted, or unable to enforce our rights with respect to our
properties. In British Columbia, the rights of aboriginal peoples and their
claims to much of British Columbias land area are not settled.
In addition, we may not be able
to negotiate new leases or obtain contracts for properties containing surface,
underground or subsidence rights necessary to develop any of our proven mineral
reserves and probable mineral reserves at our Future Development Projects or to
advance our exploration-stage Harmony gold project. Furthermore, our leasehold
interests could potentially be at risk if mining operations are not commenced
during the term of the lease.
36
We are subject to risks related to government regulation,
permits, licenses and approvals.
Government regulations relating
to mineral rights tenure, permission to disturb areas, land use and the right to
operate can adversely affect Taseko. Our exploration, development and operations
will require permits, licenses and approvals from various governmental
authorities.
There can be no assurance that
all necessary permits, licenses and approvals will be obtained or updated on a
timely basis in order for us to carry out planned exploration, development or
operational activities on our properties, including the planned development of
the Future Development Projects, and, if obtained or updated, that the costs
involved will not exceed those that we have estimated. It is possible that the
costs and delays associated with the compliance with the standards and
regulations under such permits, licenses and approvals could result in Taseko
not proceeding with the development or operation of its projects.
Although the Florence Copper
project was previously permitted for a period and has obtained a number of the
required permits, licenses and approvals, the Florence Copper project is
currently updating and amending certain permits through a well-defined amendment
process, but there can be no assurance as to the outcome of this process. There
are, and may in the future be, legal challenges to the validity of permits,
licenses and approvals obtained by Florence Copper project, and there can be no
assurance that such challenges will successfully be defeated. Obtaining,
updating and defending the necessary governmental permits, licenses and approvals is a complex,
time-consuming and costly process, the success of which is contingent upon many
variables outside of our control. Obtaining, updating, or defending permits,
licenses and approvals may increase costs and cause delays depending on the
nature of the activity to be permitted and the interpretation of applicable
requirements implemented by the permitting authority.
There is considerable uncertainty
as to our ability to obtain the required permits for development of the
Prosperity Project. The Federal Minister of the Environment has concluded under
its environmental assessment completed under the Canadian Environmental
Assessment Act, 2012 that the project is likely to cause significant adverse
environmental effects that cannot be mitigated. We disagree with this
determination and have filed application in the Canadian Federal Court for a
judicial review of the decision of the Minister of the Environment with the
objective of obtaining a court order that would quash the Ministers decision.
We have also filed a civil claim in the British Columbia Supreme Court in which
we are seeking damages from the government of Canada in connection with our
allegation that it failed to meet the legal duties that were owed to us in
carrying out the environmental review process. Given the uncertainty inherent in
these legal proceedings and the current decision of the Minister, there is
considerable uncertainty as to whether we will be able to obtain the required
permitting for the development of the New Prosperity project. As a result, we no
longer consider this project material to our operations.
Aboriginal peoples title claims and rights to
consultation and accommodation may impact our ability to expand our existing
operations and proceed with our Future Development Projects.
Provincial and federal
governments in Canada are required by law to consult with aboriginal peoples
with respect to the issuance or amendment of project authorizations in Canada
and to try to accommodate aboriginal peoples needs to the extent considered
appropriate. There is considerable uncertainty as to the meaning, implications
and use of the word accommodate. In practice, it is extraction industry
participants who are often left to engage with affected local aboriginal
communities with the goal often being the achievement of an impacts and benefits
agreement. Such agreements may provide promises of priority for employment
opportunities, the provision of commercial services such as transportation and
catering, social, educational and environmental initiatives and cash payments.
This consultation and accommodation may affect the timetable and costs of our
Future Development Projects and may impact the manner in which we proceed with
the development of these projects.
37
Changes in government rules, regulations or agreements,
or their application, may negatively affect our ownership rights, our access to
or our ability to advance the exploration and development of our mineral
properties.
The Canadian and U.S. governments
currently have in place, or may in the future implement, laws, regulations,
policies or agreements that may negatively affect our ownership rights with
respect to our mineral properties or our access to the properties. These may
restrain or block our ability to advance the exploration and development of our
mineral properties or significantly increase the costs and timeframe to advance
the properties.
We are solely dependent on Gibraltar for revenues and
suspension of production at that mine would materially adversely affect our
business, results of operations and financial condition.
Our Future Development Projects
are in various stages of development (and the Harmony gold project remains an
exploration-stage property). However, until these projects are developed and
operational and are beginning to produce revenue, we are dependent solely upon
Gibraltar for revenues.
If Gibraltar were to cease production for any reason, it would
have a material adverse effect on our business, results of operations and
financial condition.
Our ability to expand or replace depleted reserves and
the possible recalculation of our reserves and resources could materially affect
our business and results of operations.
Our reported mineral reserves and
mineral resources are only estimates. No assurance can be given that the
estimated mineral reserves and mineral resources will be recovered or that they
will be recovered at the rates estimated. Mineral reserve and mineral resource
estimates are based on limited sampling and, consequently, are uncertain because
the samples may not be representative. Mineral reserve and mineral resource
estimates may require revision (either up or down) based on actual production
experience. Market fluctuations in the price of metals, as well as increased
production costs or reduced recovery rates, changes in the mine plan or pit
design, or increasing capital costs may render certain mineral reserves and
mineral resources uneconomic and may ultimately result in a restatement of
mineral reserves and/or mineral resources. Moreover, short-term operating
factors relating to the mineral reserves and mineral resources, such as the need
for sequential development of ore bodies and the processing of new or different
ore grades, may adversely affect our profitability in any particular accounting
period.
There are uncertainties inherent
in estimating proven mineral reserves and probable mineral reserves and measured
mineral resources, indicated mineral resources and inferred mineral resources,
including many factors beyond our control. Estimating mineral reserves and
mineral resources is a subjective process. Accuracy depends on the quantity and
quality of available data and assumptions and judgments used in engineering and
geological interpretation, which may be unreliable. It is impossible to have
full knowledge of particular geological structures, faults, voids, intrusions,
natural variations in and within rock types and other occurrences. Failure to
identify and account for such occurrences in our assessment of mineral reserves
and mineral resources may make mining more expensive and cost ineffective, which
could have a material and adverse effect on our business and results of
operations.
38
There is no assurance that
mineral reserve and mineral resource figures are accurate, or that the mineral
reserves or mineral resources can be mined or processed profitably. Mineral
resources that are not classified as mineral reserves do not have demonstrated
economic viability. You should not assume that all or any part of the measured
mineral resources, indicated mineral resources, or inferred mineral resources
will ever be upgraded to a higher category or that any or all of an inferred
mineral resource exists or is economically or legally feasible to mine.
In addition, since mines have
limited lives based on proven and probable mineral reserves, we continually seek
to replace and expand our reserves. Mineral exploration, at both newly acquired
properties and existing mining operations, is highly speculative in nature,
involves many risks and frequently does not result in the discovery of mineable
reserves. If proven mineral reserves or probable mineral reserves are developed,
it may take a number of years and substantial expenditures from the initial
phases of drilling until production is possible, during which time the economic
feasibility of production may change.
Any material reductions in
estimates of mineral reserves and/or mineral resources, or our ability to
extract those resources, could have a material adverse effect on our business
and results of operations.
As our existing copper and molybdenum offtake agreements
expire, our revenues and operating profits could be negatively impacted if we
are unable to extend existing agreements or enter into new agreements due to
competition, changing copper and molybdenum purchasing patterns, or other
variables.
As our copper and molybdenum
offtake agreements at Gibraltar expire, we will compete with other copper and
molybdenum suppliers to renew these agreements or to obtain new sales. If we
cannot renew these copper and molybdenum supply agreements with our customers or
find alternate customers willing to purchase our copper and molybdenum, our
revenue and operating profits would suffer.
Our customers may decide not to
extend existing agreements or enter into new long-term contracts or, in the
absence of long-term contracts, may decide to purchase less copper and
molybdenum than in the past or on different terms, including under different
concentrate pricing terms. To the degree that we operate outside of long-term
contracts, our revenues are subject to pricing in the concentrate spot market
that can be significantly more volatile than the pricing structure negotiated
through a long-term copper and molybdenum concentrate supply agreement. This
volatility could materially adversely affect our business and results of
operations if conditions in the spot market pricing for copper and molybdenum
concentrate are unfavorable.
We are subject to risks related to environmental matters.
All of our exploration,
development, and mining operations are subject to environmental laws and
regulations, which can make operations expensive or prohibit them altogether.
Many environmental laws and regulations require us to obtain and update permits
for our activities from time to time, which may include environmental impact
analyses, cultural resources analyses and public review processes. We must
comply with stringent environmental legislation in carrying out work on our
projects. Environmental legislation is evolving in a manner that will require
stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. It is possible that future changes in environmental
laws, regulations and permits, or changes in their enforcement or regulatory
interpretation, could increase the cost of, or altogether prohibit, carrying out
exploration, development, or operation of our projects or any other properties
we may acquire. Further, compliance with new or additional environmental
legislation may result in delays to the exploration and development activities.
It is possible that future changes in applicable laws, regulations and permits
or changes in their enforcement or regulatory interpretation could have a
significant impact on some portion of our business, causing those activities to
be economically re-evaluated at that time.
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We may be subject to potential
risks and liabilities associated with the protection of the environment, as a
result of our mineral exploration, development and production. To the extent
that we are subject to environmental liabilities, the payment of such
liabilities or the costs that we may incur to remedy such liabilities would
reduce funds otherwise available to us and could have a material adverse effect
on us. If we are unable to fully remedy an environmental liability, we might be
required to suspend operations or enter into interim compliance measures pending
completion of the required remedy. The potential exposure may be significant and
could have a material adverse effect on us.
We are subject to risks related to litigation.
We are or may be subject to legal
proceedings related to the development of our projects, our operations, titles
to our properties, environmental issues and shareholder or other investor
lawsuits. Given the uncertain nature of these actions, we cannot reasonably
predict the outcome thereof. If we are unable to win or favorably settle any
lawsuits, it may have a material adverse effect on us.
Our business requires substantial capital expenditures.
Our business is capital intensive
and requires construction of new mines and infrastructure and maintenance of
existing operations. Specifically, the exploration, permitting and development
of reserves, mining costs, the maintenance of machinery and equipment and
compliance with applicable laws and regulations require substantial capital
expenditures. While the capital expenditures required to build-out Gibraltar
have been spent, we must continue to invest capital to maintain or to increase
the amount of reserves that we develop and the amount of metal that we produce.
We make no assurances that we will be able to maintain our production levels or
generate sufficient cash flow, or that we will have access to sufficient
financing to continue our production, exploration, permitting and development
activities at or above our present levels and we may be required to defer all or
a portion of our future capital expenditures. Moreover, increases in costs of
key inputs may substantially increase our capital expenditures. Our business,
results of operations and financial condition may be adversely affected if we
cannot make such capital expenditures.
40
The Florence, Aley and New
Prosperity projects will each require substantial financing to be arranged prior
to construction and development of these properties. Such financing could
include a possible combination of debt and equity financing. On May 12, 2010, we
entered into a gold streaming transaction agreement for the New Prosperity
project with Franco-Nevada Corporation (
Franco-Nevada
), whereby we may
receive funding in staged deposits totaling US$350 million. The investment by
Franco-Nevada is subject to (among other conditions) the condition precedent
that the Prosperity project plan that we had agreed with them must receive
appropriate governmental approval. Because our revised New Prosperity project
plan is not the one we agreed with Franco-Nevada in 2010, this condition will
not be satisfied, and so Franco-Nevada may currently terminate this agreement on
ten business days written notice to Taseko. However, we believe Franco-Nevada
currently has no economic incentive to do so. If our revised mine proposal is
ultimately accepted by the authorities, we intend to seek Franco-Nevadas
agreement to reconfirm the terms of our gold streaming transaction with them,
but there is no assurance that Franco-Nevada will agree to provide such
reconfirmation. The investment by Franco-Nevada is also subject to certain other
conditions precedent which we may not be able to satisfy. There can be no
assurance that gold stream, debt or equity financing will be available on
acceptable terms. Other risks include those typical of large mine development
projects, including the general uncertainties inherent in engineering and
construction costs, the need to comply with generally increasing environmental
regulation, opposition by aboriginal peoples and environmental groups, and
accommodation of local and community concerns. The economics of the feasibility
study are sensitive to the U.S. dollar and Canadian dollar exchange rate, and
this rate has been subject to large fluctuations in the last several years.
Our ability to operate our company efficiently could be
impaired if we lose key personnel or fail to continue to attract qualified
personnel.
We manage our business with a
number of key personnel at each location, including key contractors, the loss of
a number of whom could have a material adverse effect on us. In addition, as our
business develops and expands, we believe that our future success will depend
greatly on our continued ability to attract and retain highly-skilled and
qualified personnel and contractors. We cannot be certain that key personnel
will continue to be employed by us or that we will be able to attract and retain
qualified personnel and contractors in the future. Failure to retain or attract
key personnel could have a material adverse effect on us.
There is no assurance that we will be able to renegotiate
our existing union agreement for Gibraltar when it expires in 2021.
We have a union agreement in
place for our unionized employees at Gibraltar which expires in 2021. If we are
unable to renew this union agreement on acceptable terms when it becomes subject
to renegotiation, we could experience a disruption of operations, higher labor
costs or both. A lengthy strike or other labor disruption could have a material
adverse effect on our business and results of operations.
Our actual costs of reclamation and mine closure costs
may exceed current estimates.
We are required to prepare and
file reclamation and mine closure plans for the Gibraltar Mine with the British
Columbia Ministry of Energy and Mines and to post security for the estimated
costs to complete this reclamation and mine closure work. The Gibraltar
reclamation and mine closure plans are updated every five years and the amount
of the bond is agreed based on this plan. The most recent five year reclamation
and closure plan was submitted in March 2017 and bond and cash security of $47.4 million
(100% basis) has been posted as of September 30, 2017 to meet reclamation
bonding requirements for the Gibraltar Mine. Additional security in the amount
of $6.5 million has been provided to meet reclamation bonding requirements for
the Florence Project and this amount may need to be increased in the future. The
Company has also recorded total provisions for environmental rehabilitation for
all its properties of $94.6 million in our consolidated financial statements as
of September 30, 2017, which has been calculated in accordance with
International Financial Reporting Standards. There is no assurance that our
bonding requirements, the recorded provision for environmental rehabilitation,
and the actual costs of reclamation and mine closure for each of our properties
will not exceed current estimates or that the estimated costs will not increase
in the future when our reclamation and mine closure plans are updated.
Accordingly, the amount we are required to spend on reclamation and mine closure
activities could be materially different from current estimates. Any additional
amounts required to be spent on bonding requirements, reclamation costs, and
mine closure activities could materially adversely affect our business and
results of operations.
41
There is no assurance that any of our expansion or
development plans will not be opposed.
There is an increasing level of
awareness relating to the perceived environmental and social impacts of mining
activities. Opposition to mining activities by communities or indigenous groups,
including aboriginal peoples, may have an impact on our ability to proceed with
the expansion or development of our projects and the timetable and costs for
these projects. While we are committed to operating in a socially responsible
manner, there can be no assurance that our community relations efforts will
mitigate this potential risk. Opponents of the Florence Copper project have in
the past, and may in the future, file legal challenges to the validity of
permits, licenses and approvals obtained by Florence Copper project, and there
can be no assurance that such challenges will successfully be defeated.
Obtaining, updating and defending the necessary governmental permits, licenses
and approvals is a complex, time-consuming and costly process, the success of
which is contingent upon many variables outside of our control. Obtaining,
updating, or defending permits, licenses and approvals may increase costs and
cause delays depending on the nature of the activity to be permitted and the
interpretation of applicable requirements implemented by the permitting
authority.
Increased competition could adversely affect our ability
to attract necessary capital funding and could adversely affect our ability to
acquire suitable mineral properties for development in the future.
The mining industry is intensely
competitive. Significant competition exists for the acquisition of properties
producing or capable of producing copper, gold or other metals. We are at a
competitive disadvantage in acquiring additional mining properties because we
must compete with other individuals and companies, many of which have greater financial resources,
operational experience and technical capabilities than we do. We may also
encounter increasing competition from other mining companies in our efforts to
hire experienced mining professionals. Increased competition could adversely
affect our ability to attract necessary capital funding, or to acquire it on
acceptable terms, or acquire suitable producing properties or prospects for
mineral exploration in the future.
We may be adversely affected by our inability to control
operating costs.
Our profitability depends in part
on our ability to control operating costs. Increased demand for and cost of
labor, services, equipment and other key inputs, such as diesel fuel, steel,
concrete and electricity, could cause operating costs at Gibraltar to increase
materially, resulting in delays if services or equipment cannot be obtained in a
timely manner due to inadequate availability, and increased potential for
scheduling difficulties and cost increases due to the need to coordinate the
availability of services or equipment, any of which could materially increase
project exploration, development or construction costs, result in project
delays, or both. Increases in operating costs at Gibraltar may materially
adversely affect our business and results of operations.
42
Shareholder activism
We have in the past been subject
to, and may in the future become the target of, shareholder activist activities.
The effects of shareholder activist activities could have a negative effect on
Taseko and its business. We cannot predict with certainty the outcome of any
future shareholder activist activities.
Risks Relating to our Indebtedness
Our high level of indebtedness could adversely affect our
financial condition and prevent us from fulfilling our obligations under the
notes.
Our total long-term debt was
$318.3 million as of September 30, 2017. Our high level of indebtedness could
have important consequences to us:
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making it more difficult for us to satisfy our
obligations with respect to the 2017 Secured Notes and any other existing
or future debt;
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limiting our ability to obtain additional financing to
fund Future Development Projects, working capital, capital expenditures,
acquisitions or other general corporate purposes;
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requiring a substantial portion of our cash flows to be
dedicated to debt service payments instead of other purposes, thereby
reducing the amount of cash flows available for investments, working
capital, capital expenditures, acquisitions and other general corporate
purposes;
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increasing our vulnerability to general adverse economic
and industry conditions;
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limiting our flexibility in planning for and reacting to
changes in the industry in which we operate;
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placing us at a disadvantage compared to other, less
leveraged competitors; and
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increasing our cost of borrowing.
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In addition, the 2017 Secured
Note Indenture contains, and any future debt may contain, restrictive covenants
that limit our ability to engage in activities that may be in our long-term best
interest. Our failure to comply with those covenants could result in an event of
default, which, if not cured or waived, could result in the acceleration of some
or all of our debt.
We and our subsidiaries may still be able to incur
substantially more debt, which could further exacerbate the risks associated
with our high level of indebtedness.
The terms of the 2017 Secured
Note Indenture permit us to incur substantial additional indebtedness in the
future, including to finance working capital, capital expenditures, investments
or acquisitions and including under any future credit facility, as defined in
the 2017 Secured Note Indenture (a
Future Credit Facility
) or other
First Lien Debt, as defined in the 2017 Secured Note Indenture (
First Lien
Debt
). Although the 2017 Secured Note Indenture will limit our ability and
the ability of our restricted subsidiaries to incur additional indebtedness, and
to incur liens to secure such indebtedness, these restrictions are subject to a
number of qualifications and exceptions and, under certain circumstances, debt
incurred in compliance with these restrictions could be substantial. To the
extent that we incur additional indebtedness, the risks associated with our
substantial leverage described above, including our possible inability to
service our debt, would increase.
43
To service our indebtedness, we will require a
significant amount of cash. Our ability to generate cash depends on many factors
beyond our control.
Our ability to make payments on
and to refinance our indebtedness, including the 2017 Secured Notes, and to fund
planned capital expenditures and other general corporate purposes, among other
things, will depend on our ability to generate cash in the future. This, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. We cannot
assure you that our business will generate sufficient cash flow from operations
or that future capital will be available to us in an amount sufficient to enable
us to make payments on or to refinance our indebtedness, including the 2017
Secured Notes, or to fund our other liquidity needs. If our cash flows and
capital resources are insufficient to allow us to make payments on our
indebtedness, we may need to reduce or delay capital expenditures, sell assets,
seek additional capital or restructure or refinance all or a portion of our
indebtedness, including the 2017 Secured Notes, on or before maturity. We cannot
assure you that we will be able to refinance any of our indebtedness, including
the 2017 Secured Notes, on commercially reasonable terms or at all, or that the
terms of that indebtedness will allow any of the above alternative measures or
that these measures would satisfy our debt service obligations. If we are unable
to generate sufficient cash flow or refinance our debt on favorable terms, it
would significantly adversely affect our financial condition, the value of our
outstanding debt and our ability to make any required cash payments under our
indebtedness.
The terms of existing indebtedness will, and future
indebtedness may, restrict our current and future operations, particularly our
ability to respond to changes in our business and to take certain actions.
The instruments governing our
current indebtedness contain, and agreements governing future indebtedness may
contain, a number of restrictive covenants that impose significant operating and
financial restrictions on us and may limit our ability to engage in acts that
may be in our long-term best interest, including restrictions on our ability to:
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transfer and sell assets;
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pay dividends or distributions on our capital
stock, repurchase our capital stock, make payments on subordinated
indebtedness and make certain investments;
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incur additional debt;
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create or incur liens on our assets;
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create restrictions on the ability of our
restricted subsidiaries to pay dividends, make loans or sell
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assets to us or any of our restricted
subsidiaries;
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merge, amalgamate or consolidate with another
company; and
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enter into transactions with affiliates.
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The covenants in the 2017 Secured
Note Indenture are subject to certain exceptions and qualifications. In
addition, if we enter into a Future Credit Facility in the future, it will
likely contain financial covenants, including maintenance covenants that would
require us to satisfy such covenants on an ongoing basis. Our ability to comply
with these financial covenants can be affected by events beyond our control.
A breach of the covenants under
the 2017 Secured Note Indenture, or under any agreements for future
indebtedness, could result in an event of default under the applicable
indebtedness. Such a default may allow the creditors of the defaulted
indebtedness to accelerate the related debt and may also result in the
acceleration of any other debt which has a cross-acceleration or cross-default
provision to the related debt. Furthermore, if we were unable to repay the
amounts due and payable under any secured arrangement, those respective lenders
could proceed against the collateral securing such indebtedness, which could
include our interest in Gibraltar and Gibraltars interest in the JVOA. In the
event our lenders or noteholders accelerate the repayment of our borrowings, we
and our subsidiaries may not have sufficient assets to repay that indebtedness.
As a result of restrictions
contained in the 2017 Secured Note Indenture, and that may be contained in any
agreements for future indebtedness, we may be limited in how we conduct our
business, unable to raise additional debt or equity financing to operate during
general economic or business downturns or unable to compete effectively or to
take advantage of new business opportunities.
These restrictions may affect our
ability to grow in accordance with our strategy.
A lowering or withdrawal of the credit ratings assigned
to our debt securities by rating agencies may adversely increase our future
borrowing costs and reduce our access to capital.
Any credit rating assigned to us
could be lowered or withdrawn entirely by a rating agency if, in that rating
agencys judgment, future circumstances relating to the basis of the rating,
such as adverse changes, so warrant. Any downgrade by a rating agency may result
in higher borrowing costs and could decrease earnings. Any future lowering of
our ratings likely would make it more difficult or more expensive for us to
obtain additional debt financing.
Our 2017 Secured Notes are denominated in U.S. dollars,
and we may incur additional debt in the future denominated in U.S. dollars.
The 2017 Secured Notes are, and
our future indebtedness may be, denominated in U.S. dollars. Fluctuations in
exchange rates may significantly increase or decrease the amount of debt and
interest expense recorded in our financial statements. We do not currently
employ derivative instruments to hedge foreign exchange risk related to our U.S.
dollar denominated debt.
We may not have the ability to raise funds necessary to
finance any change of control offer required under the 2017 Secured Note
Indenture.
45
If a change of control (as
defined in the 2017 Secured Note Indenture) occurs, we will be required to offer
to purchase the 2017 Secured Notes at 101% of their principal amount plus
accrued and unpaid interest. Our ability to repurchase 2017 Secured Notes upon
such a change of control would be limited by our access to funds at the time of
the repurchase and the terms of our other debt agreements. The source of funds
for any purchase of 2017 Secured Notes would be our available cash, cash
generated from our subsidiaries operations or other sources, including sales of
assets and issuances of debt or equity. In addition, any Future Credit Facility
or other debt agreement that we may enter into in the future may contain
provisions relating to a change of control. Upon a change of control, we may be
required immediately to repay the outstanding principal, any accrued interest on
and any other amounts owed by us under any Future Credit Facility or other debt
agreement that we may enter into in the future. The source of funds for these
repayments would be the same sources noted above to repurchase the notes upon a
change of control. However, we cannot assure you that we will have sufficient
funds available or that we will be permitted by our other debt instruments to
fulfill these obligations upon a change of control in the future, in which case
the lenders under any secured debt instruments would have the right to foreclose
on our assets, which would have a material adverse effect on us. Furthermore,
certain events that constitute a change of control could also constitute an
event of default under any future indebtedness, and we might not be able to
obtain a waiver of such defaults. In order to avoid the obligations to
repurchase the notes upon a change of control, we may have to avoid transactions
that would otherwise be beneficial to us.
Risks Related to Future Offerings
There is no existing trading market for the Warrants,
Subscription Receipts, Debt Securities or Units.
There is no existing trading
market for the Warrants, Subscription Receipts, Debt Securities or Units. As a
result, there can be no assurance that a liquid market will develop or be
maintained for those Securities, or that a purchaser will be able to sell any of
those Securities at a particular time (if at all). We may not list the Warrants,
Subscription Receipts, Debt Securities or Units on any Canadian or U.S.
securities exchange.
Changes in the market price of our common shares may be
unrelated to our results of operations and could have an adverse impact on the
Company
Our Common Shares are listed on the TSX and the NYSE American.
The price of our Common Shares is likely to be significantly affected by (i)
short-term changes in the prices of copper and molybdenum, and (ii) changes to
our financial condition or results of operations as reflected in our quarterly
earnings reports. Other factors unrelated to our performance may also have an
effect on the price of our Common Share, such as: a reduction in analytical
coverage by investment banks with research capabilities; a drop in trading
volume and general market interest in the Companys securities; and a
substantial decline in the price of the Company Shares that persists for a
significant period of time. As a result of any of these factors, the market
price of our Common Shares at any given point in time will be subject to
volatility and may not accurately reflect their long-term value. Securities
class action litigation often has been brought against companies following
periods of volatility in the market price of their securities. We may in the
future be the target of similar litigation. Securities litigation could result
in substantial costs and damages and divert managements attention and
resources.
Future Sales May Affect the Market Price of the Company
Shares.
In order to finance future
operations, we may determine to raise funds through the issuance of additional
Common Shares or the issuance of debt instruments or other securities
convertible into Common Shares. We cannot predict the size of future issuances
of Common Shares or the issuance of debt instruments or other securities
convertible into Common Shares or the dilutive effect, if any, that future
issuances and sales of our securities will have on the market price of our
Common Shares. These sales may have an adverse impact on the market price of our
Common Shares.
46
Our management will have substantial discretion
concerning the use of proceeds.
Our management will have
substantial discretion concerning the use of proceeds of an offering under any
Prospectus Supplement as well as the timing of the expenditure of the proceeds
thereof. As a result, investors will be relying on the judgment of management as
to the specific application of the proceeds of any offering of Securities under
any Prospectus Supplement. Management may use the net proceeds of any offering
of Securities under any Prospectus Supplement in ways that an investor may not
consider desirable. The results and effectiveness of the application of the net
proceeds are uncertain.
There is no assurance that we will pay dividends in the
future
We have not paid any dividends on
our Common Shares to date. Payment of any future dividends, if any, will be at
the discretion of our board of directors after taking into account many factors,
including our operating results, financial condition, and current and
anticipated cash needs. Accordingly, there is no assurance that we will pay any
future dividends on our Common Shares
There is currently no market through which the
Securities, other than the Common Shares, may be sold.
There is currently no market
through which the Securities, other than our Common Shares, may be sold and,
unless otherwise specified in the applicable Prospectus Supplement, any
Warrants, Subscription Receipts and Units will not be listed on any securities
or stock exchange or any automated dealer quotation system. As a consequence,
purchasers may not be able to resell the Securities, other than the Common
Shares, purchased under this Prospectus. This may affect the pricing of our
Securities, other than our Common Shares, in the secondary market, the
transparency and availability of trading prices, the liquidity of these
Securities and the extent of issuer regulation. There can be no assurance that
an active trading market for our Securities will develop or, if developed, that
any such market, including for our Common Shares, will be sustained.
Risks Related to the Company being a Canadian Company
The Company is a Canadian company and shareholder
protections differ from shareholder protections in the United States and
elsewhere.
We are organized and exist under
the laws of British Columbia, Canada and, accordingly, are governed by the
BCBCA. The BCBCA differs in certain material respects from laws generally
applicable to United States corporations and shareholders, including the
provisions relating to interested directors, mergers and similar arrangements,
takeovers, shareholders suits, indemnification of directors and inspection of
corporation records.
47
The Company is a foreign private issuer within the
meaning of the rules under the Exchange Act, and as such is exempt from certain
provisions applicable to United States domestic public companies.
Because we are a foreign private
issuer under the U.S. Exchange Act, we are exempt from certain provisions of
the securities rules and regulations in the United States that are applicable to
U.S. domestic issuers, including:
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the rules under the U.S. Exchange Act requiring
the filing of quarterly reports on Form 10-Q or current reports on Form
8-K with the SEC;
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the sections of the U.S. Exchange Act
regulating the solicitation of proxies, consents or authorizations in
respect of a security registered under the U.S. Exchange Act;
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the sections of the U.S. Exchange Act requiring
insiders to file public reports of their stock ownership and trading
activities and liability for insiders who profit from trades made in a
short period of time; and
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the selective disclosure rules by issuers of
material non-public information under Regulation FD.
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We are required to file an annual
report on Form 40-F with the United States Securities and Exchange Commission
within three months of the end of each fiscal year. We do not intend to
voluntarily file annual reports on Form 10-K and quarterly reports on Form 10-Q
in lieu of Form 40-F requirements. For so long as we choose to only comply with
foreign private issuer requirements, the information we are required to file
with or furnish to the SEC will be less extensive and less timely compared to
that required to be filed with the SEC by U.S. domestic issuers. As a result,
you may not be afforded the same protections or information which would be made
available to you if you were investing in a U.S. domestic issuer.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus
Supplement will describe certain Canadian federal income tax consequences to
investors described therein of acquiring Securities.
The applicable Prospectus
Supplement will also describe certain United States federal income tax
consequences of the acquisition, ownership and disposition of Securities by an
initial investor who is a U.S. person (within the meaning of the United States
Internal Revenue Code), if applicable, including, to the extent applicable, any
such consequences relating to Securities payable in a currency other than the
United States dollar, issued at an original issue discount for United States
federal income tax purposes or other special terms.
LEGAL MATTERS
Certain legal matters relating to
the Securities offered by this Prospectus will be passed upon for us by (i)
McMillan LLP, Vancouver, B.C., with respect to matters of Canadian law, and (ii)
Jones Day LLP with respect to matters of United States law.
48
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar
for the Common Shares of the Company is Computershare Investor Services Inc. at
its principal office in Vancouver, British Columbia and Toronto, Ontario.
INTEREST OF EXPERTS
The following are the names of
each person or company who has prepared or certified a report, valuation,
statement or opinion in this Prospectus, either directly or in a document
incorporated by reference, and whose profession or business gives authority to
the report, valuation, statement or opinion made by the person or company:
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McMillan LLP, as the Companys counsel with
respect to Canadian legal matters;
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KPMG LLP, Chartered Accountants, as the
external auditor of the Company who reported on the Companys audited
financial statements for the years ended December 31, 2016 and 2015, as
filed on SEDAR and incorporated into this Prospectus by reference;
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Scott Jones, P.Eng., Qualified Person for the
Company, as defined by NI 43-101, with respect to the respect to the
following technical reports referred to in our 2016 AIF and in this
prospectus:
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Technical Report on the 357 Million Ton
Increase in Mineral Reserves at the Gibraltar Mine dated June 24, 2011;
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Technical Report on the 344 million tonne
increase in mineral reserves at the Prosperity Gold Copper Project
dated December 17, 2009;
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Technical Report on Mineral Reserves at the
Aley Project, British Columbia Canada
originally dated October 30,
2014 with an effective date of September 15, 2014, and amended and
restated December 4, 2017;
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Technical Report on the Mineral Reserve Update
at the Gibraltar Mine dated June 15, 2015;
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Ronald G. Simpson, P.Geo., Qualified Person for
the Company, as defined by NI 43-101, respect to the with respect to the
following technical reports referred to in our 2016 AIF and in this
prospectus:
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Technical Report on Mineral Reserves at the
Aley Project, British Columbia Canada
originally dated October 30,
2014 with an effective date of September 15, 2014, and amended and
restated December 4, 2017;
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Technical Report Aley Carbonatite Niobium
Project dated March 29, 2012;
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Robert Rotzinger, P.Eng., Qualified Person for
the Company, as defined by NI 43-101, with respect to the respect to the
following technical report referred to in our 2016 AIF and in this
prospectus:
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Technical Report on Mineral Reserves at
the Aley Project, British Columbia Canada
originally dated October
30, 2014 with an effective date of September 15, 2014, and amended and
restated December 4, 2017;
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Keith Merriam, P.Eng., Qualified Person for the
Company, as defined by NI 43-101, with respect to the respect to the
following technical report referred to in our 2016 AIF and in this
prospectus:
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Technical Report on Mineral Reserves at the
Aley Project, British Columbia Canada
originally dated October 30,
2014 with an effective date of September 15, 2014, and amended and
restated December 4, 2017;
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Greg Yelland, P.Eng., Qualified Person for the
Company, as defined by NI 43-101, with respect to the respect to the
following technical report referred to in our 2016 AIF and in this
prospectus:
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Technical Report on Mineral Reserves at the
Aley Project, British Columbia Canada
originally dated October 30,
2014 with an effective date of September 15, 2014, and amended and
restated December 4, 2017; and
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Dan Johnson, P.E., Qualified Person for the
Company, as defined by NI 43-101, with respect to the respect to the
following technical report referred to in our 2016 AIF and in this
prospectus:
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NI 43-101 Technical Report Florence
Copper Project
originally dated February 28, 2017 with and effective
date of January 16, 2017, and amended and restated December 4, 2017;
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With respect to each of the
aforementioned firms or persons other than KPMG LLP, to our knowledge, each of
such firms or persons holds less than 1% of the outstanding securities of the
Company or of any associate or affiliate of the Company when they prepared the
reports referred to above or following the preparation of such reports. None of
the such firms or persons received any direct or indirect interest in any
securities of the Company or of any associate or affiliate of the Company in
connection with the preparation of such reports. Based on information provided
by the relevant persons and with the exception of Scott Jones, P.Eng, Robert
Rotzinger, P.Eng., Keith Merriam, P. Eng. and Dan Johnson, P.E., each of whom is
an employee of the Company, none of the such firms or persons, nor any
directors, officers or employees of such firms, are currently expected to be
elected, appointed or employed as a director, officer or employee of the Company
or of any associate or affiliate of the Company.
KPMG LLP are the auditors of the
Company and have confirmed with respect to the Company, that they are
independent within the meaning of the relevant rules and related interpretations
prescribed by the relevant professional bodies in Canada and any applicable
legislation or regulations and also that they are independent accountants with
respect to the Company under all relevant US professional and regulatory
standards.
ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. INVESTORS
The Company is a corporation
existing under the
Business Corporations Act
(British Columbia). All but
one of our directors, all of our officers, and all of the experts named in the
Prospectus, are residents of Canada or otherwise reside outside the United
States, and all or a substantial portion of their assets, and a majority of our
assets, are located outside the United States. We have appointed an agent for
service of process in the United States, but it may be difficult for holders of
the Securities who reside in the United States to effect service within the
United States upon those directors, officers and experts who are not residents
of the United States. It may also be difficult for holders of the Securities who
reside in the United States to realize upon judgments of courts of the United
States predicated upon the Companys civil liability and the civil liability of
its directors, officers and experts under the United States federal securities
laws.
50
We have been advised by our
Canadian legal counsel, McMillan LLP, that a judgment of a United States court
predicated solely upon civil liability under United States federal securities
laws would probably be enforceable in Canada if the United States court in
which the judgment was obtained has a basis for jurisdiction in the matter that
would be recognized by a Canadian court for the same purposes. We have also been
advised by McMillan LLP, however, that there is substantial doubt whether an
action could be brought in Canada in the first instance on the basis of
liability predicated solely upon United States federal securities laws.
We have filed with the SEC,
concurrently with our registration statement on Form F-10, an appointment of
agent for service of process on Form F-X. Under the Form F-X, we appointed
our subsidiary Florence Copper Inc. as our agent for service of process in the United
States in connection with any investigation or administrative proceeding
conducted by the SEC, and any civil suit or action brought against or involving
the Company in a United States court arising out of, related to, or concerning
the offering of the Securities under the Prospectus.
51
II- 1
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR
PURCHASERS
Indemnification of Directors and Officers.
Taseko Mines Limited, Gibraltar Mines Ltd., Curis Resources
Ltd. and Curis Holdings (Canada) Ltd.
Taseko Mines Limited, Gibraltar Mines Ltd., Curis Resources Ltd. and Curis
Holdings (Canada) Ltd. (each a
BC Registrant
) are subject to the
provisions of the
Business Corporations Act
(British Columbia) (the
BCBCA
).
Under Section 160 of the BCBCA, an individual who:
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is or was a director or officer of the BC
Registrant,
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is or was a director or officer of another
corporation (i) at a time when the corporation is or was an affiliate of
the BC Registrant, or (ii) at the request of the BC Registrant, or
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at the request of the BC Registrant, is or was,
or holds or held a position equivalent to that of, a director or officer
of a partnership, trust, joint venture or other unincorporated entity,
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and includes, the heirs and personal or other legal
representatives of that individual (collectively, an
eligible party
),
may be indemnified by the BC Registrant against a judgment, penalty or fine
awarded or imposed in, or an amount paid in settlement of, a proceeding (an
eligible penalty
) in which, by reason of the eligible party being or
having been a director or officer of, or holding or having held a position
equivalent to that of a director or officer of, the BC Registrant or an
associated corporation, (a) the eligible party is or may be joined as a party,
or (b) the eligible party is or may be liable for or in respect of a judgment,
penalty or fine in, or expenses related to, the proceeding (
eligible
proceeding
) to which the eligible party is or may be liable. Section 160 of
the BCBCA also permits the BC Registrant to pay the expenses actually and
reasonably incurred by an eligible party after the final disposition of the
eligible proceeding.
Under Section 161 of the BCBCA,
the BC Registrant must, after the final disposition of an eligible proceeding,
pay the expenses actually and reasonably incurred by the eligible party in
respect of that proceeding if the eligible party (a) has not been reimbursed for
those expenses, and (b) is wholly successful, on the merits or otherwise, in the
outcome of the proceeding or is substantially successful on the merits in the
outcome of the proceeding.
Under Section 162 of the BCBCA,
the BC Registrant may pay, as they are incurred in advance of the final
disposition of an eligible proceeding, the expenses actually and reasonably
incurred by an eligible party in respect of that proceeding; provided the BC
Registrant must not make such payments unless it first receives from the
eligible party a written undertaking that, if it is ultimately determined that
the payment of expenses is prohibited by Section 163, the eligible party will
repay the amounts advanced.
Under Section 163 of the BCBCA,
the BC Registrant must not indemnify an eligible party against eligible
penalties to which the eligible party is or may be liable or pay the expenses of
an eligible party in respect of that proceeding under Sections 160, 161 or 162
of the BCBCA, as the case may be, if any of the following circumstances
apply:
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if the indemnity or payment is made under an
earlier agreement to indemnify or pay expenses and, at the time that the
agreement to indemnify or pay expenses was made, the BC Registrant was
prohibited from giving the indemnity or paying the expenses by its
memorandum or articles;
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II- 2
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if the indemnity or payment is made otherwise than under
an earlier agreement to indemnify or pay expenses and, at the time that
the indemnity or payment is made, the BC Registrant is prohibited from
giving the indemnity or paying the expenses by its memorandum or articles;
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if, in relation to the subject matter of the eligible
proceeding, the eligible party did not act honestly and in good faith with
a view to the best interests of the BC Registrant or the associated
corporation, as the case may be; or
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in the case of an eligible proceeding other than a civil
proceeding, if the eligible party did not have reasonable grounds for
believing that the eligible partys conduct in respect of which the
proceeding was brought was lawful.
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If an eligible proceeding is
brought against an eligible party by or on behalf of the BC Registrant or by or
on behalf of an associated corporation, the BC Registrant must not either
indemnify the eligible party against eligible penalties to which the eligible
party is or may be liable in respect of the proceeding, or, after the final
disposition of an eligible proceeding, pay the expenses of the eligible party
under Sections 160, 161 or 162 of the BCBCA in respect of the proceeding.
Under Section 164 of the BCBCA,
the Supreme Court of British Columbia may, on application of the BC Registrant
or an eligible party, order the BC Registrant to indemnify the eligible party or
to pay the eligible partys expenses, despite Sections 160 to 163 of the
BCBCA.
The articles of a company may
affect its power or obligation to give an indemnity or pay expenses. As
indicated above, this is subject to the overriding power of the Supreme Court of
British Columbia under Section 164 of the BCBCA.
Under the articles of each BC
Registrant, subject to the provisions of the BCBCA, each BC Registrant must
indemnify a director or former director of the BC Registrant and the heirs and
legal personal representatives of all such persons against all eligible
penalties to which such person is or may be liable, and the BC Registrant must,
after the final disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by such person in respect of that proceeding. Each
director and officer is deemed to have contracted with the BC Registrant on the
terms of the indemnity contained in the BC Registrants articles. The failure of
a director or officer of the BC Registrant to comply with the BCBCA or the
articles of the BC Registrant does not invalidate any indemnity to which such
person is entitled under the BC Registrants articles.
Under the articles of each BC
Registrant, each BC Registrant may purchase and maintain insurance for the
benefit of any eligible party against any liability incurred by such party as a
director, officer or person who holds or held an equivalent position.
Underwriters, dealers or agents
who participate in a distribution of securities registered hereunder may be
entitled under agreements to be entered into with each BC Registrant to
indemnification by each BC Registrant against certain liabilities, including
liabilities under the U.S. Securities Act, and applicable Canadian securities
legislation, or to contribution with respect to payments which such
underwriters, dealers or agents may be required to make in respect thereof.
Aley Corporation
Aley Corporation is organized
pursuant to the provisions of the
Canada Business Corporations Act
, as
amended (the
CBCA
). Section 124 of the CBCA provides as follows:
1.
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Indemnification
. A corporation may indemnify a
director or officer of the corporation, a former director or officer of
the corporation or another individual who acts or acted at the
corporation's request as a director or officer, or an individual acting in
a similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of any civil,
criminal, administrative, investigative or other proceeding in which the
individual is involved because of that association with the corporation or
other entity.
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II- 3
2.
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Advance of costs
. A corporation may advance moneys
to a director, officer or other individual for the costs, charges and
expenses of a proceeding referred to in subsection (1). The individual
shall repay the moneys if the individual does not fulfill the conditions
of subsection (3).
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3.
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Limitation
. A corporation may not indemnify an
individual under subsection (1) unless the
individual:
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(a)
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acted honestly and in good faith with a view to the best
interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as director
or officer or in a similar capacity at the corporation's request;
and
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(b)
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in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the individual had
reasonable grounds for believing that the individual's conduct was
lawful.
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4.
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Indemnification in derivative actions
. A
corporation may with the approval of a court, indemnify an individual
referred to in subsection (1), or advance moneys under subsection (2), in
respect of an action by or on behalf of the corporation or other entity to
procure a judgment in its favor, to which the individual is made a party
because of the individual's association with the corporation or other
entity as described in subsection (1) against all costs, charges and
expenses reasonably incurred by the individual in connection with such
action, if the individual fulfils the conditions set out in subsection
(3).
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5.
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Right to Indemnity
. Despite subsection (1), an
individual referred to in that subsection is entitled to indemnity from
the corporation in respect of all costs, charges and expenses reasonably
incurred by the individual in connection with the defense of any civil,
criminal, administrative, investigative or other proceeding to which the
individual is subject because of the individual's association with the
corporation or other entity as described in subsection (1), if the
individual seeking indemnity:
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(a)
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was not judged by the court or other competent authority
to have committed any fault or omitted to do anything that the individual
ought to have done; and
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(b)
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fulfils the conditions set out in subsection
(3).
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6.
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Insurance
. A corporation may purchase and maintain
insurance for the benefit of an individual referred to in subsection (1)
against any liability incurred by the
individual:
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(a)
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in the individual's capacity as a director or officer of
the corporation; or
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(b)
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in the individual's capacity as a director or officer, or
similar capacity, of another entity, if the individual acts or acted in
that capacity at the corporation's request.
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7.
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Application to court
. A corporation, an individual
or an entity referred to in subsection (1) may apply to a court for an
order approving an indemnity under this section and the court may so order
and make any further order that it sees fit.
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8.
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Notice to Director
. An applicant under subsection
(7) shall give the Director appointed under the CBCA notice of the
application and the Director appointed under the CBCA is entitled to
appear and be heard in person or by counsel.
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9.
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Other notice
. On an application under subsection
(7) the court may order notice to be given to any interested person and
the person is entitled to appear and be heard in person or by
counsel.
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Aley Corporation maintains
insurance for the benefit of its directors and officers against liability in
their respective capacities as directors and officers except where the liability
relates to the person's failure to act honestly and in good faith and with a
view to the best interests of the BC Registrant. The directors and officers are
not required to pay any premium in respect of the insurance. The policy contains
standard industry exclusions.
Florence Copper
II- 4
The officers and directors of Florence Copper Inc.
(
Florence Copper
) are indemnified as provided by the Nevada Revised
Statutes (
NRS
), its articles of incorporation and its bylaws. The
following provides a summary of the indemnification provisions relating to the
officers and directors of Florence Copper as set forth in the NRS, its articles
of incorporation and its bylaws:
Nevada Revised Statutes
Section 78.5702 of the NRS provides as follows:
1.
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A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of
the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
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2.
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A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in settlement
and attorneys fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation.
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3.
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To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or
in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with the
defense.
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Section 78.751 of the NRS provides as follows:
1.
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Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be
made:
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(a)
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By the stockholders;
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(b)
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By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;
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(c)
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If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
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(d)
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If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
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2.
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The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
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II- 5
3.
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The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section:
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(a)
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Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to NRS 78.7502 or for the advancement of expenses made pursuant
to subsection 2, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.
|
|
|
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(b)
|
Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
|
Articles of Incorporation
The articles of incorporation of Florence Copper do not limit
the automatic director immunity from liability under the NRS.
The articles of incorporation of Florence Copper further
provide that, to the fullest extent permitted by NRS 78, a director or officer
of the company will not be personally liable to the company or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided that
this article will not eliminate or limit the liability of a director or officer
for:
|
|
acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or
|
|
|
|
|
|
the payment of distributions in violation of
NRS 78.300, as amended.
|
The articles of incorporation of Florence Copper further
provide that:
|
|
it will indemnify to the fullest extent permitted by law
any person (the
Indemnitee
) made or threatened to be made a party
to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (whether or not by or in
the right of the company) by reason of the fact that he or she is or was a
director of the company or is or was serving as a director, officer,
employee or agent of another entity at the request of the company or any
predecessor of the company against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys fees and disbursements) that he or she incurs in
connection with such action or proceeding; and
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|
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|
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it will, from time to time, reimburse or advance to any
Indemnitee the funds necessary for payment of expenses, including
attorneys fees and disbursements, incurred in connection with defending
any proceeding for which he or she is indemnified by the company, in
advance of the final disposition of such proceeding; provided that the
company has received the undertaking of such director or officer to repay
any such amount so advanced if it is ultimately determined by a final and
unappealable judicial decision that the director or officer is not
entitled to be indemnified for such expenses.
|
Indemnification for Liabilities under the U.S. Securities
Act
Insofar as indemnification for
liabilities arising under the U.S. Securities Act, may be permitted to
directors, officers or persons controlling each Registrant pursuant to the
foregoing provisions, each Registrant has been informed that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the U.S. Securities Act and is therefore
unenforceable.
II- 6
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
|
4.1
|
Annual Information Form dated March 15, 2017 for the
fiscal year ended December 31, 2016 (incorporated by reference to the
Companys Annual Report on Form 40-F for the fiscal year ended December
31, 2016 filed on March 16, 2017)
|
|
|
4.2
|
Consolidated financial statements of the Company for the
fiscal years ended December 31, 2016 and 2015 comprised of the
consolidated balance sheets as at December 31, 2016 and 2015 and the
consolidated statements of comprehensive loss, cash flows and changes in
equity for the years then ended, and the notes thereto and the report of
the independent auditor thereon (incorporated by reference to the
Companys Annual Report on Form 40-F for the fiscal year ended December
31, 2016 filed on March 16, 2017)
|
|
|
4.3
|
Managements discussion and analysis for the year ended
December 31, 2016 (incorporated by reference to the Companys Annual
Report on Form 40-F for the fiscal year ended December 31, 2016 filed on
March 16, 2017)
|
|
|
4.4
|
Condensed consolidated interim financial statements for
the three and nine months ended September 30, 2017 and 2016 and the notes
thereto (incorporated by reference to the Companys Form 6-K furnished to
the Commission on October 27, 2017)
|
|
|
4.5
|
Managements discussion and analysis of financial
condition and results of operations for the three and nine months ended
September 30, 2017 (incorporated by reference to the Companys Form 6- K
furnished to the Commission on October 27, 2017)
|
|
|
4.6
|
Management information circular dated April 24, 2017 with
respect to the annual meeting of shareholders held on June 8, 2017
(incorporated by reference to the Companys Form 6-K furnished to the
Commission on May 8, 2017)
|
|
|
4.7
|
Summary Description of the Notes and Supplemented Risk
Factors included in the material change report dated June 14, 2017 filed
in respect of the closing of offering of secured notes (incorporated by
reference to the Companys Form 6-K furnished to the Commission on June
14, 2017)
|
|
|
5.1
|
Consent of KPMG LLP
(1)
|
|
|
5.2
|
Consent of McMillan LLP
(1)
|
|
|
5.3
|
Consent of Scott Jones, P. Eng.
(1)
|
|
|
5.4
|
Consent of Ronald G. Simpson, P. Geo
(1)
|
|
|
5.5
|
Consent of Robert Rotzinger, P. Eng.
(1)
|
|
|
5.6
|
Consent of Keith Merriam, P. Eng.
(1)
|
|
|
5.7
|
Consent of Greg Yelland, P. Eng.
(1)
|
|
|
5.8
|
Consent of Dan Johnson, P. Eng.
(1)
|
|
|
6.1
|
Powers of Attorney
(2)
|
|
|
7.1
|
Form of Trust Indenture
(1)
|
(1)
|
Filed as an exhibit to this registration statement on
Form F-10.
|
|
|
(2)
|
Included on the signature pages
hereto.
|
III- 1
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Each Registrant undertakes to
make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested
to do so by the Commission staff, information relating to the securities
registered pursuant to this Form F-10 or to transactions in said securities.
Item 2.
|
Consent to Service of Process.
|
Concurrently with the filing of
this Registration Statement, the Registrants have filed with the Commission a
written Appointment of Agent for Service of Process and Undertaking on Form F-X.
Any change to the name or address
of the Registrants agent for service of process shall be communicated promptly
to the Commission by amendment to Form F-X referencing the file number of this
Registration Statement.
III- 2
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the Registrants certify that they have reasonable
grounds to believe that they meet all of the requirements for filing on Form
F-10 and have duly caused this Registration Statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
Canada, on this 4th
day of December, 2017.
|
TASEKO MINES LIMITED
|
|
|
|
By:
|
/s/ Russell E. Hallbauer
|
|
|
Name: Russell E. Hallbauer
|
|
|
Title: President
and Chief Executive Officer
|
|
|
|
|
GIBRALTAR MINES LTD.
|
|
|
|
By:
|
/s/ Russell E.
Hallbauer
|
|
|
Name: Russell E.
Hallbauer
|
|
|
Title:
President and Chief Executive Officer
|
|
|
|
|
ALEY CORPORATION
|
|
|
|
By:
|
/s/ Russell E.
Hallbauer
|
|
|
Name: Russell E.
Hallbauer
|
|
|
Title:
Chief Executive Officer
|
|
|
|
|
CURIS RESOURCES LTD.
|
|
|
|
By:
|
/s/ Russell E.
Hallbauer
|
|
|
Name: Russell E.
Hallbauer
|
|
|
Title:
President and Chief Executive Officer
|
|
|
|
|
CURIS HOLDINGS (CANADA) LTD.
|
|
|
|
By:
|
/s/ Russell E.
Hallbauer
|
|
|
Name: Russell E.
Hallbauer
|
|
|
Title: President and
Chief Executive Officer
|
|
|
|
|
FLORENCE COPPER INC.
|
|
|
|
By:
|
/s/ Russell E. Hallbauer
|
|
|
Name: Russell E. Hallbauer
|
|
|
Title: President and Chief
Executive Officer
|
III- 3
SIGNATURES AND POWERS OF ATTORNEY WITH RESPECT TO
TASEKO
MINES LIMITED
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart
McDonald, and each of them, any of whom may act without the joinder of the
other, the true and lawful attorney-in-fact and agent of the undersigned, with
full power of substitution and resubstitution, for and in the name, place, stead
of the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
/s/ Russell E. Hallbauer
|
|
|
Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
Director
(Principal Executive Officer)
|
/s/ Stuart McDonald
|
|
|
Stuart McDonald
|
|
Chief Financial Officer
(Principal
Financial
Officer and Principal Accounting Officer)
|
/s/ Ronald W. Thiessen
|
|
|
Ronald W. Thiessen
|
|
Director and Chairman
|
|
|
|
/s/ William Armstrong
|
|
|
William Armstrong
|
|
Director
|
|
|
|
/s/ Alexander G. Morrison
|
|
|
Alexander G. Morrison
|
|
Director
|
|
|
|
/s/ Robert A. Dickinson
|
|
|
Robert A. Dickinson
|
|
Director
|
|
|
|
/s/ Geoffrey Alan Burns
|
|
|
Geoffrey Alan Burns
|
|
Director
|
|
|
|
/s/ Richard Alan Mundie
|
|
|
Richard Alan Mundie
|
|
Director
|
|
|
|
/s/ Linda Thorstad
|
|
|
Linda Thorstad
|
|
Director
|
|
|
|
/s/ Anu Dhir
|
|
|
Anu Dhir
|
|
Director
|
III- 4
SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
GIBRALTAR MINES LTD.
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart
McDonald, and each of them, any of whom may act without the joinder of the
other, the true and lawful attorney-in-fact and agent of the undersigned, with
full power of substitution and resubstitution, for and in the name, place, stead
of the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
|
Russell E. Hallbauer
|
|
Director
(Principal Executive Officer)
|
|
|
|
/s/ Stuart McDonald
|
|
Chief Financial Officer
(Principal
Financial
|
Stuart McDonald
|
|
Officer and Principal Accounting Officer)
|
|
|
|
/s/ Ronald W. Thiessen
|
|
|
Ronald W. Thiessen
|
|
Director
|
|
|
|
/s/ Robert A. Dickinson
|
|
|
Robert A. Dickinson
|
|
Director
|
III- 5
SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
ALEY
CORPORATION
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Trevor
Thomas, and each of them, any of whom may act without the joinder of the other,
the true and lawful attorney-in-fact and agent of the undersigned, with full
power of substitution and resubstitution, for and in the name, place, stead of
the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
|
Russell E. Hallbauer
|
|
Director
(Principal Executive Officer)
|
|
|
|
/s/ Trevor Thomas
|
|
|
Trevor Thomas
|
|
Director
|
III- 6
SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO
CURIS
RESOURCES LTD.
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart
McDonald and each of them, any of whom may act without the joinder of the other,
the true and lawful attorney-in-fact and agent of the undersigned, with full
power of substitution and resubstitution, for and in the name, place, stead of
the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
|
Russell E. Hallbauer
|
|
Director
(Principal Executive Officer)
|
|
|
|
/s/ Stuart McDonald
|
|
Chief Financial Officer
(Principal
Financial
|
Stuart McDonald
|
|
Officer and Principal Accounting Officer)
|
|
|
|
/s/ John McManus
|
|
|
John McManus
|
|
Director
|
III- 7
SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO CURIS
HOLDINGS (CANADA) LTD.
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart
McDonald, and each of them, any of whom may act without the joinder of the
other, the true and lawful attorney-in-fact and agent of the undersigned, with
full power of substitution and resubstitution, for and in the name, place, stead
of the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
|
Russell E. Hallbauer
|
|
Director
(Principal Executive Officer)
|
|
|
|
/s/ Stuart McDonald
|
|
Chief Financial Officer
(Principal
Financial
|
Stuart McDonald
|
|
Officer and Principal Accounting Officer)
|
|
|
|
/s/ John McManus
|
|
|
John McManus
|
|
Director
|
III- 8
SIGNATURES AND POWER OF ATTORNEY WITH RESPECT TO FLORENCE
COPPER INC.
Each person whose signature
appears below hereby constitutes and appoints Russell E. Hallbauer and Stuart
McDonald, and each of them, any of whom may act without the joinder of the
other, the true and lawful attorney-in-fact and agent of the undersigned, with
full power of substitution and resubstitution, for and in the name, place, stead
of the undersigned, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on this 4
th
day of
December, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Russell E. Hallbauer
|
|
President and Chief Executive Officer
and
|
Russell E. Hallbauer
|
|
Director
(Principal Executive Officer)
|
|
|
|
/s/ Stuart McDonald
|
|
Treasurer
(Principal
Financial
|
Stuart McDonald
|
|
Officer and Principal Accounting Officer)
|
|
|
|
/s/ John McManus
|
|
|
John McManus
|
|
Director
|
III- 9
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of
Section 6(a) of the Securities Act of 1933, as amended, the undersigned has
signed this Registration Statement, solely in its capacity as the duly
authorized representative of the Registrants in the United States, on this
4
th
day of December, 2017.
|
Florence Copper Inc.
|
|
|
|
|
By:
|
|
|
|
/s/ Stuart McDonald
|
|
Name:
|
Stuart McDonald
|
|
Title:
|
Treasurer
|
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
|
4.1
|
Annual Information Form dated March 15, 2017 for the
fiscal year ended December 31, 2016 (incorporated by reference to the
Companys Annual Report on Form 40-F for the fiscal year ended December
31, 2016 filed on March 16, 2017)
|
|
|
4.2
|
Consolidated financial statements of the Company for the
fiscal years ended December 31, 2016 and 2015 comprised of the
consolidated balance sheets as at December 31, 2016 and 2015 and the
consolidated statements of comprehensive loss, cash flows and changes in
equity for the years then ended, and the notes thereto and the report of
the independent auditor thereon (incorporated by reference to the
Companys Annual Report on Form 40-F for the fiscal year ended December
31, 2016 filed on March 16, 2017)
|
|
|
4.3
|
Managements discussion and analysis for the year ended
December 31, 2016 (incorporated by reference to the Companys Annual
Report on Form 40-F for the fiscal year ended December 31, 2016 filed on
March 16, 2017)
|
|
|
4.4
|
Condensed consolidated interim financial statements for
the three and nine months ended September 30, 2017 and 2016 and the notes
thereto (incorporated by reference to the Companys Form 6-K furnished to
the Commission on October 27, 2017)
|
|
|
4.5
|
Managements discussion and analysis of financial
condition and results of operations for the three and nine months ended
September 30, 2017 (incorporated by reference to the Companys Form 6- K
furnished to the Commission on October 27, 2017)
|
|
|
4.6
|
Management information circular dated April 24, 2017 with
respect to the annual meeting of shareholders held on June 8, 2017
(incorporated by reference to the Companys Form 6-K furnished to the
Commission on May 8, 2017)
|
|
|
4.7
|
Summary Description of the Notes and Supplemented Risk
Factors included in the material change report dated June 14, 2017 filed
in respect of the closing of offering of secured notes (incorporated by
reference to the Companys Form 6-K furnished to the Commission on June
14, 2017)
|
|
|
5.1
|
Consent of KPMG LLP
(1)
|
|
|
5.2
|
Consent of McMillan LLP
(1)
|
|
|
5.3
|
Consent of Scott Jones, P. Eng.
(1)
|
|
|
5.4
|
Consent of Ronald G. Simpson, P. Geo
(1)
|
|
|
5.5
|
Consent of Robert Rotzinger, P. Eng.
(1)
|
|
|
5.6
|
Consent of Keith Merriam, P. Eng.
(1)
|
|
|
5.7
|
Consent of Greg Yelland, P. Eng.
(1)
|
|
|
5.8
|
Consent of Dan Johnson, P. Eng.
(1)
|
|
|
6.1
|
Powers of Attorney
(2)
|
|
|
7.1
|
Form of Trust Indenture
(1)
|
(1)
|
Filed as an exhibit to this registration statement on
Form F-10.
|
|
|
(2)
|
Included on the signature pages
hereto.
|
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