UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
40-F
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☐
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended
December 31, 2018
Commission File Number:
001-31965
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TASEKO MINES LIMITED
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(Exact name of Registrant as specified in its charter)
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British Columbia
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1040
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Not Applicable
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(Province or Other Jurisdiction of Incorporation or Organization)
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(Primary Standard Industrial Classification Code)
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(I.R.S. Employer
Identification No.)
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15
th
Floor 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
(778)
373-4533
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(Address and telephone number of Registrants principal executive offices)
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Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(800)
927-9800
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(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
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Securities registered or to be registered pursuant to section 12(b) of the Act:
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Shares, no par value
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NYSE American
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
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☒ Annual Information Form
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☒
Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the Registrants classes of capital or common stock
as of the close of the period covered by the annual report:
228,430,834
Common Shares as of December
31, 2018
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such
files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2
of the
Exchange Act. Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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INTRODUCTORY INFORMATION
Taseko Mines Limited (the
Company
or
Taseko
) is a Canadian public company whose common shares are listed
on the Toronto Stock Exchange and the NYSE American Exchange (the
NYSE American
). Taseko is a foreign private issuer as defined in Rule
3b-4
under Securities Exchange Act of
1934, as amended (the
Exchange Act
), and is eligible to file this annual report on Form
40-F
(the
Annual Report
) pursuant to the multi-jurisdictional disclosure system
(the
MJDS
).
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits to this annual report are incorporated by reference herein:
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Document
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Exhibit No.
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Annual Information Form of the
Company for the year ended December 31, 2018 (the
AIF
)
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99.5
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Audited consolidated financial
statements of the Company for the years ended December 31, 2018 and 2017, including the report of independent registered public accounting firm with respect thereto (the
Audited Financial Statements
)
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99.6
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Managements Discussion and
Analysis of the Company for the year ended December 31, 2018 (the
MD&A
)
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99.7
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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
As a British Columbia corporation and a reporting issuer under Canadian securities laws, the Company is required to provide
disclosure regarding its mineral properties in accordance with Canadian National Instrument
43-101
Standards of Disclosure for Mineral Projects
(
NI
43-101
). 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. In accordance with NI
43-101,
the Company uses the terms mineral reserves and resources as they are defined in accordance with the CIM
Definition Standards on mineral reserves and resources (the
CIM Definition Standards
) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities
are registered with the United States Securities and Exchange Commission (the
SEC
) under the U.S. Exchange Act. These amendments became effective February 25, 2019 (the
SEC Modernization Rules
). The SEC
Modernization Rules have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7 (
Guide 7
), which have been rescinded. The Company is not required to provide
disclosure on its mineral properties under the SEC Modernization Rules as the Company is presently a foreign issuer under the U.S. Exchange Act and entitled to file continuous disclosure reports with the SEC under the MJDS Disclosure
System between Canada and the United States.
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The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral
resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of measured mineral resources,
indicated mineral resources and inferred mineral resources. In addition, the SEC has amended its definitions of proven mineral reserves and probably mineral reserves to be substantially similar to the
corresponding CIM Definitions.
United States investors are cautioned that while the above terms are substantially similar to CIM
Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as proven
reserves, probable reserves, measured mineral resources, indicated mineral resources and inferred mineral resources under NI
43-101
would be the same had
the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
United States
investors are also cautioned that while the SEC will now recognize measured mineral resources, indicated mineral resources and inferred mineral resources, investors should not to assume that any part or all of the
mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than
mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the
Company reports are or will be economically or legally mineable.
Further, inferred resources have a greater amount of
uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States 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 limited circumstances where permitted under NI
43-101.
For the above reasons, information contained in this Annual Report and the documents incorporated by reference herein containing descriptions
of our 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.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
International Financial Reporting Standards
The Company is permitted under the MJDS to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different
from those of the United States.
The Companys Audited Consolidated Financial Statements that are incorporated by reference into
this Registration Statement have been prepared in accordance with International Financial Reporting Standards (
IFRS
) as issued by the International Accounting Standards Board (the
IASB
).
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DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule
13a-15(e)
under the Exchange Act to mean
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuers management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Managements Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures, as defined in Rule
13a-15(e),
were effective as at December 31, 2018.
See Internal and Disclosure Controls Over Financial Reporting on page 25 of the MD&A incorporated herein by reference.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Internal Control over Financial Reporting
Internal control over financial reporting is defined in Rule
13a-15(f)
and
15d-15(f)
of the Exchange Act as a process designed by, or under the supervision of, the issuers principal executive and principal financial officers and effected by the issuers board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the companys assets that may have a material effect on the financial statements.
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Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Managements Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule
13a-15(f)
of the Exchange Act) for the Company.
With the participation of the CEO and CFO,
management carried out an evaluation of the Companys internal control over financial reporting as at December 31, 2018. In making this evaluation, the Companys management used the framework established in Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this evaluation, management concluded that the Companys internal control over financial reporting was effective as at
December 31, 2018.
A copy of managements report on the effectiveness of our internal controls is included under
Managements Report on Internal Control Over Financial Reporting on page 3 of our Audited Consolidated Financial Statements incorporated herein by reference.
Attestation Report of the Registered Public Accounting Firm
The Company is required to provide an attestation report of the Companys independent registered public accounting firm on internal
control over financial reporting as of December 31, 2018. In this report, the Companys auditor, KPMG LLP, must state its opinion as to the effectiveness of the Companys internal control over financial reporting as of
December 31, 2018. KPMG LLP has audited the Companys internal controls over financial reporting and has issued an attestation report on the Companys internal control over financial reporting as of December 31, 2018 which is
included in our Audited Consolidated Financial Statements incorporated herein by reference.
No Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred during the period covered by this
Annual Report that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2018 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT AND RISK COMMITTEE
The disclosure provided under Composition of Audit and Risk Committee on page 75 of our AIF incorporated herein by reference.
The Companys Board of Directors has established a separately-designated Audit and Risk Committee of the Board in accordance with Section 3(a)(58)(A) of the Exchange Act.
AUDIT AND RISK COMMITTEE FINANCIAL EXPERT
The Companys Board of Directors has determined that Richard Mundie, Geoffrey Burns, and Alex Morrison, members of the Audit and Risk
Committee of the Board, are audit committee financial experts (as that term is defined in Item 407 of Regulation
S-K
under the Exchange Act) and are independent directors under applicable laws and regulations
and the requirements of the NYSE American Exchange.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under Principal Accountant Fees and Services on page 76 of our AIF incorporated herein by reference.
AUDIT AND RISK COMMITTEE
PRE-APPROVAL
POLICIES AND PROCEDURES
The disclosure provided under Audit and Risk
CommitteePre-Approval
Policies and
Procedures on page 76 of our AIF incorporated herein by reference.
OFF-BALANCE
SHEET
ARRANGEMENTS
The Company has not entered into any
off-balance
sheet arrangements that have or
are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to
investors.
CONTRACTUAL OBLIGATIONS
The disclosures provided under Commitments and contingencies on page 16 of our MD&A incorporated herein by reference.
CODE OF ETHICS
The
disclosure provided under Code of Ethics on page 76 of our AIF incorporated herein by reference.
During the
Companys fiscal year ended December 31, 2018, the Company did not (i) substantively amend its Code of Ethics or (ii) grant a waiver, including any implicit waiver, from any provision of its Code of Ethics with respect to any of
the directors, executive officers or employees subject to it.
NYSE AMERICAN CORPORATE GOVERNANCE
The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The
Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE American, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations
mandated by the Sarbanes-Oxley Act of 2002).
Section 110 of the NYSE American company guide permits NYSE American to consider the laws,
customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to
provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Companys governance practices differ from those followed by
domestic companies pursuant to NYSE American standards is contained on the Companys website at
www.tasekomines.com
The Companys governance practices also differ from those followed by U.S. domestic companies pursuant to NYSE American listing standards
in the following manner:
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Board Meetings
Section 802 (c) of the NYSE American Company Guide requires that the Board of Directors hold meetings on at least a quarterly basis. The
Board of Directors of the Company is not required to meet on a quarterly basis under the laws of the Province of British Columbia.
Solicitation of
Proxies
NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and
requires that these proxies shall be solicited pursuant to a proxy statement that conforms to applicable SEC proxy rules. Since the Company is a foreign private issuer, the equity securities of the Company are exempt from the proxy rules set forth
in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholders Approval for Dilutive Private Placement Financings
Section 713 of the NYSE American Company Guide requires that the Company obtain the approval of its shareholders for share issuances
equal to 20 percent or more of presently outstanding shares for a price which is less than the greater of book or market value of the shares. This requirement does not apply to public offerings. There is no such requirement under British
Columbia law or under the Companys home stock exchange rules (Toronto Stock Exchange (TSX)) unless the dilutive financing:
(i)
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materially affects control of the issuer;
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(ii)
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provides consideration to insiders in the aggregate of 10% or greater of the issuers market
capitalization or outstanding shares, or a
non-diluted
basis, where certain conditions are met; and
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(iii)
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is in respect of private placement or an acquisition where the issuer will issue shares in excess of 25% of
its presently outstanding shares, on a
non-diluted
basis.
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The Company will seek
a waiver from NYSE Americans section 713 requirements should a dilutive private placement financing trigger the NYSE American shareholders approval requirement in circumstances where the same financing does not trigger such a requirement
under British Columbia law or under the TSX rules.
The Company believes that there are otherwise no significant differences between its
corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE American. In particular, in addition to having a separate Audit and Risk Committee, the Companys Board of Directors has
established a separately-designated Compensation Committee that materially meets the requirements for a compensation committee under section 805 of the NYSE American Company Guide, as currently in force.
Copies of the Companys corporate governance materials are available on the Companys website at
www.tasekomines.com
(under the About Us / Corporate Governance tabs). In addition, the Company is required by National Instrument
58-101
of the Canadian Securities Administrators,
Disclosure of Corporate Governance Practices
, to describe its practices and policies with regard to corporate governance in management information circulars
that are furnished to the Companys shareholders in connection with annual meetings of shareholders.
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MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (
Dodd-Frank Act
),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety
violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
The Company did not have any mines in the United States during the fiscal year ended December 31, 2018.
UNDERTAKING
The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the
securities registered pursuant to Form
40-F;
the securities in relation to which the obligation to file an annual report on Form
40-F
arises; or transactions in said
securities.
CONSENT TO SERVICE OF PROCESS
The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form
F-X
signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.
EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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99.1
(1)
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Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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99.2
(1)
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Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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99.3
(1)
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Certification of Chief Executive Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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99.4
(1)
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Certification of Chief Financial Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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99.5
(1)
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Annual Information Form of the Company for the year ended December 31, 2018
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99.6
(1)
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Audited consolidated balance sheets as at December
31, 2018 and 2017 and the consolidated statements of comprehensive income (loss), changes in equity, and cash flows for the years ended December
31, 2018 and 2017, including the notes thereto and reports of the Companys independent registered public accounting firm thereon and on the effectiveness of the Companys internal control over financial reporting as of December
31, 2018
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99.7
(1)
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Managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2018
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99.8
(1)
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Consent of KPMG LLP
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99.9
(1)
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Consent of Scott Jones, P. Eng.
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99.10
(1)
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Consent of Dan Johnson, P.E.
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(1)
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Filed as an exhibit to this Annual Report on Form
40-F
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 25, 2019
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TASEKO MINES LIMITED
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By:
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/s/ Stuart McDonald
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Stuart McDonald
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Chief Financial Officer
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