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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File No. 001-31965
Taseko Mines Limited
(Translation of registrant's name into English)
12th Floor - 1040 W. Georgia St., Vancouver, BC V6E 4H1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10 of Taseko Mines Limited (File No. 333-271142), as amended and supplemented.
SUBMITTED HEREWITH
| Exhibits | |
| 99.1 | Material Change Report dated April 4, 2024 |
| 99.2 | Material Change Report dated April 30, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TASEKO MINES LIMITED |
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Date: May 15, 2024 |
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/s/ Trevor Thomas |
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________________________________________ |
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Trevor Thomas |
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Corporate Secretary |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Taseko Mines Limited (the "Company" or "Taseko")
12th Floor, 1040 West Georgia St.
Vancouver, BC V6E 4H1
Item 2 Date of Material Change
March 25, 2024
Item 3 News Release
The news release was issued and disseminated on March 25, 2024 on the System for Electronic Document Analysis and Retrieval (www.sedarplus.ca). A copy of the press release is attached hereto as Schedule A.
Item 4 Summary of Material Change
On March 25, 2024, Taseko announced that it has entered into a definitive agreement (the "Agreement") to acquire the remaining 12.5% interest in the Gibraltar Mine from Dowa Metals & Mining Co., Ltd. ("Dowa") and Furukawa Co., Ltd. ("Furukawa"). Pursuant to the terms of the Agreement, on March 25, 2024 Taseko acquired Dowa and Furukawa's shares in Cariboo Copper Corp. ("Cariboo"), and now owns 100% of the Cariboo shares and has an effective 100% interest in the Gibraltar Mine.
Item 5.1 Full Description of Material Change
On March 25, 2024, Taseko announced that it has entered into the Agreement to acquire an additional 12.5% interest in the Gibraltar Mine from Dowa and Furukawa. The Gibraltar Mine is operated through a joint venture which is owned 75% by Taseko's subsidiary Gibraltar Mines Ltd. and 25% by Cariboo. Pursuant to the terms of the Agreement, on March 25, 2024 Taseko acquired Dowa and Furukawa's shares in Cariboo, and now owns 100% of the Cariboo shares and has an effective 100% interest in the Gibraltar Mine.
The acquisition price consists of a minimum amount of $117 million payable over a period of ten years and potential contingent payments depending on copper prices and Gibraltar's cashflow. An initial $5 million payment was made to Dowa and Furukawa shortly following closing on March 25, 2024. The remaining cash consideration will be repayable in annual payments commencing in March 2026. The annual payments will be based on the average LME copper price of the previous calendar year, subject to an annual cap based on a percentage of cashflow from the Gibraltar Mine. At copper prices below US$4.00 per pound, the annual payment will be $5 million, increasing pro-rata to a maximum annual payment of $15.25 million at copper prices of US$5.00 per pound or higher. The annual payments also cannot exceed 6.25% of Gibraltar's annual cashflow for the 2025 to 2028 calendar years, and 10% of Gibraltar's cashflow for the 2029 to 2033 calendar years. Any outstanding balance on the minimum acquisition amount of $117 million will be repayable in a final balloon payment in March 2034.
Total consideration is capped at $142 million, limiting the contingent consideration to a maximum of $25 million. In addition, Taseko has the option to settle the full acquisition price at any time prior to 2029 by making total payments of $117 million.
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The Company's minimum payment obligations are in the form of loans from Dowa and Furukawa to Cariboo. The loans are guaranteed by Taseko, and a portion of the loans are secured by Cariboo's 25% joint venture interest in the Gibraltar Mine. The loans contain minimum protective covenants including the requirement not to amend the joint venture agreement for the Gibraltar mine, or sell Cariboo's 25% interest in the joint venture.
Pursuant to the terms of the Agreement, upon closing of the acquisition Dowa and Furukawa's offtake rights were terminated such that Taseko now has full marketing rights for 100% of Gibraltar's concentrate offtake going forward.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The following executive officer of the Company is knowledgeable about this report and the material change disclosed herein:
Bryce Hamming
Chief Financial Officer
778-373-4533
Item 9 Date of Report
April 4, 2024
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SCHEDULE A TO THE MATERIAL CHANGE REPORT OF TASEKO MINES LIMITED
NEWS RELEASE DATED MARCH 25, 2024
TASEKO ACQUIRES 100% OF GIBRALTAR MINE
VANCOUVER, BC, March 25, 2024 /CNW/ - Taseko Mines Limited (TSX: TKO) (NYSE American: TGB) (LSE: TKO) ("Taseko" or the "Company") is pleased to announce that it has entered into a definitive agreement ("Agreement") to acquire the remaining 12.5% interest in the Gibraltar Mine from Dowa Metals & Mining Co., Ltd. ("Dowa") and Furukawa Co., Ltd. ("Furukawa"). Under the terms of the Agreement, Taseko will acquire Dowa and Furukawa's shares in Cariboo Copper Corp ("Cariboo") and will then own 100% of Cariboo shares and have an effective 100% interest in the Gibraltar Mine.
All amounts in this press release are stated in Canadian dollars (C$) unless otherwise specified.
The acquisition price consists of a minimum amount of $117 million payable over a period of ten years and potential contingent payments depending on copper prices and Gibraltar's cashflow. An initial $5 million will be paid to Dowa and Furukawa ($2.5 million each) shortly following closing and the remaining amounts will be settled with annual payments commencing in March 2026.
Stuart McDonald, President & CEO of Taseko, commented, "We are happy to once again own 100% of the Gibraltar mine, our foundational asset, which will continue to generate strong returns for the Company for many years to come. This acquisition provides 14% growth in our attributable copper production, and is immediately cashflow accretive as we advance construction at our Florence Copper Project.
We also receive additional offtake rights as the Cariboo offtake contract comes back to Taseko, providing potential cost savings and longer-term strategic benefits as we continue to develop our North American copper production profile."
"We have established a positive relationship with Dowa and Furukawa over the last 14 years. Given that both groups are reducing their copper smelting businesses and are exiting their copper mining investments, we've been able to structure this exit from our long-term partnership in a mutually beneficial manner," concluded Mr. McDonald.
Terms of the acquisition
An initial $5 million payment will be made to Dowa and Furukawa shortly following closing. The remaining cash consideration will be repayable in annual payments commencing in March 2026. The annual payments will be based on the average LME copper price of the previous calendar year, subject to an annual cap based on a percentage of cashflow from the Gibraltar Mine. At copper prices below US$4.00 per pound, the annual payment will be $5 million, increasing pro-rata to a maximum annual payment of $15.25 million at copper prices of US$5.00 per pound or higher. The annual payments also can not exceed 6.25% of Gibraltar's annual cashflow for the 2025 to 2028 calendar years, and 10% of Gibraltar's cashflow for the 2029 to 2033 calendar years. Any outstanding balance on the minimum acquisition amount of $117 million will be repayable in a final balloon payment in March 2034.
Total consideration is capped at $142 million, limiting the contingent consideration to a maximum of $25 million. In addition, Taseko has the option to settle the full acquisition price at any time prior to 2029 by making total payments of $117 million.
The Company's minimum payment obligations are in the form of loans from Dowa and Furukawa to Cariboo. The loans are guaranteed by Taseko, and a portion of the loans are secured by Cariboo's 25% joint venture interest in the Gibraltar Mine. The loans contain minimum protective covenants including the requirement not to amend the joint venture agreement for the Gibraltar mine, or sell Cariboo's 25% interest in the joint venture.
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Under the Cariboo offtake arrangements entered into in 2010, Dowa and Furukawa were entitled to receive 30% of Gibraltar's copper concentrate offtake for the life of mine, at benchmark terms. Upon closing of this acquisition, the Cariboo offtake agreement will be terminated and Taseko will retain full marketing rights for 100% of Gibraltar's concentrate offtake going forward.
Stuart McDonald
President and CEO
No regulatory authority has approved or disapproved of the information contained in this news release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This document contains "forward-looking statements" that were based on Taseko's expectations, estimates and projections as of the dates as of which those statements were made. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "outlook", "anticipate", "project", "target", "believe", "estimate", "expect", "intend", "should" and similar expressions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These included but are not limited to:
• uncertainties about the future market price of copper and the other metals that we produce or may seek to produce;
• changes in general economic conditions, the financial markets, inflation and interest rates and in the demand and market price for our input costs, such as diesel fuel, reagents, 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;
• inherent risks associated with mining operations, including our current mining operations at Gibraltar, and their potential impact on our ability to achieve our production estimates;
• uncertainties as to our ability to control our operating costs, including inflationary cost pressures at Gibraltar without impacting our planned copper production;
• 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;
• the risk that we may not be able to expand or replace reserves as our existing mineral reserves are mined;
• our ability to comply with the extensive governmental regulation to which our business is subject;
• uncertainties related to First Nations claims and consultation issues;
• our reliance on rail transportation and port terminals for shipping our copper concentrate production from Gibraltar;
• uncertainties related to unexpected judicial or regulatory proceedings;
• changes in, and the effects of, the laws, regulations and government policies affecting our mining operations and mine closure and bonding requirements;
• our dependence solely on our interest in Gibraltar (as defined below) for revenues and operating cashflows;
• our ability to collect payments from customers, extend existing concentrate off-take agreements or enter into new agreements;
• environmental issues and liabilities associated with mining including processing and stock piling ore;
• labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate our mine, industrial accidents, equipment failure or other events or occurrences, including third party interference that interrupt the production of minerals in our mine;
• environmental hazards and risks associated with climate change, including the potential for damage to infrastructure and stoppages of operations due to forest fires, flooding, drought, or other natural events in the vicinity of our operations;
• litigation risks and the inherent uncertainty of litigation;
• our actual costs of reclamation and mine closure may exceed our current estimates of these liabilities;
• our ability to meet the financial reclamation security requirements for the Gibraltar mine;
• the capital intensive nature of our business both to sustain current mining operations;
• our reliance upon key management and operating personnel;
• the competitive environment in which we operate;
• the effects of forward selling instruments to protect against fluctuations in copper prices, foreign exchange, interest rates or input costs such as fuel;
For further information on Taseko, investors should review the Company's annual Form 40-F filing with the United States Securities and Exchange Commission www.sec.gov and home jurisdiction filings that are available at www.sedarplus.ca, including the "Risk Factors" included in our Annual Information Form.
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Taseko Mines Limited (the "Company" or "Taseko")
12th Floor, 1040 West Georgia St.
Vancouver, BC V6E 4H1
Item 2 Date of Material Change
April 23, 2024
Item 3 News Release
Taseko issued a press release at Vancouver, British Columbia on April 23, 2024 via Cision. A copy of the press release is attached hereto as Schedule A.
Item 4 Summary of Material Change
On April 23, 2024, Taseko completed its previously announced offering of US$500 million aggregate principal amount of 8.25% Senior Secured Notes due 2030 (the "Notes"). The Company will use a portion of the proceeds from this offering to redeem the aggregate principal amount outstanding of its US$400 million 7.00% Senior Secured Notes due 2026. The remaining proceeds, net of transaction costs and accrued interest, are available for capital expenditures, working capital and general corporate purposes.
Item 5.1 Full Description of Material Change
A summary of the principal terms of the Notes is attached hereto as Schedule B.
The summary of the Notes does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the indenture (the "Indenture") providing for the issuance of the Notes. The Indenture is dated as of April 23, 2024 among the Company, its material subsidiaries, as guarantors of the Notes, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian co-trustee. A copy of the Indenture is being concurrently filed under the Company's profile at www.sedarplus.ca and at www.sec.gov under Form 6-K.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The following executive officer of the Company is knowledgeable about this report and the material change disclosed herein:
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Bryce Hamming
Chief Financial Officer
778-373-4533
Item 9 Date of Report
April 30, 2024
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SCHEDULE A TO THE MATERIAL CHANGE REPORT OF TASEKO MINES LIMITED NEWS RELEASE DATED APRIL 23, 2024
TASEKO MINES COMPLETES NOTES OFFERING
April 23, 2024, Vancouver, BC - Taseko Mines Limited (TSX: TKO) (NYSE American: TGB) (LSE: TKO) ("Taseko") is pleased to announce that it has completed its offering of US$500 million aggregate principal amount of 8.250% Senior Secured Notes due 2030 ("Notes"). A portion of the proceeds will be used to redeem the outstanding US$400 million Senior Secured Notes due 2026 ("Existing Notes"). The remaining proceeds, net of transaction costs and accrued interest, are available for capital expenditures, working capital and general corporate purposes.
Stuart McDonald, President & CEO of Taseko, commented, "We're pleased to complete this notes offering which provides additional financial flexibility as we advance construction at Florence Copper."
The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes will not be qualified by a prospectus in Canada. Unless they are registered or qualified by a prospectus, the Notes may be offered and sold, only in transactions that are exempt from registration requirements and from prospectus qualification under Canadian securities laws. In the United States, the Notes will be offered and sold, only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.
This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes, the Existing Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes, the Existing Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release does not constitute a notice of redemption with respect to the Existing Notes.
Stuart McDonald
President and CEO
No regulatory authority has approved or disapproved of the information contained in this news release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements and forward-looking information (collectively referred to as "forward-looking statements"), within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and 21E of the U.S. Securities Exchange Act of 1934, as amended, which may not be based on historical fact, including without limitation statements regarding the future financial position, business strategy, future production, reserve potential, exploration drilling, exploitation activities, events or developments that Taseko expects 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," "aim" and similar expressions.
Such statements reflect Taseko's current views with respect to future events and are subject to risks and uncertainties. These statements are necessarily based upon a number of estimates and assumptions that are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Taseko's 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 those contained in Taseko's filings. For general information on Taseko, review the documents that Taseko has filed with or furnished to the United States Securities and Exchange Commission www.sec.gov and home jurisdiction filings that are available at www.sedarplus.ca The following summary contains basic information about the Notes and the guarantees thereof and is not intended to be complete.
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SCHEDULE B TO THE MATERIAL CHANGE REPORT OF TASEKO MINES LIMITED SUMMARY DESCRIPTION OF THE NOTES
The following summary is qualified in its entirety by the terms (including definitions of capitalized terms below) of the indenture ("Indenture") governing the Notes dated as of April 23, 2024, among the Company, the Guarantors, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian co-trustee and collateral agent. The Indenture is filed at www.sedarplus.ca and at www.sec.gov under Form 6-K concurrently herewith.
| Issuer | Taseko Mines Limited. |
| Notes offered | US$500,000,000 principal amount of 8.250% Senior Secured Notes due 2030. |
| Maturity | The notes will mature on May 1, 2030. |
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Interest Payment Dates |
Interest on the notes will accrue at a rate of 8.250% per annum. Interest on the notes will be payable on May 1 and November 1 of each year, beginning on November 1, 2024 and will accrue from the issue date of the notes. |
| Ranking | The notes will: |
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• be secured by liens that rank senior, pursuant to the Osisko Intercreditor Agreement (as defined herein), to the liens on any Collateral that secure the Gibraltar Subsidiary's obligations pursuant to the Osisko Silver Sale Agreement (as defined herein) and Taseko's obligations pursuant to the guarantee it has provided in respect of the Osisko Silver Sale Agreement, it being understood that the pledged shares of Curis, Florence Holdings and Cariboo are not subject to the Osisko Intercreditor Agreement; • be secured by liens (subject to Permitted Liens) on the Collateral, subject, where applicable, to Taseko's and the Gibraltar Subsidiary's obligations under the JV Agreement and subject to the first priority liens on the Collateral securing the Revolving Credit Facility pursuant to the RCF Intercreditor Agreement. Additionally, if Taseko enters into any First Lien Debt under a Future Credit Facility, the liens on the Collateral securing the notes and the guarantees will be junior in priority, pursuant to any Future Intercreditor Agreement, to the liens on any Collateral that secure the First Lien Debt, to the extent that the liens securing the First Lien Debt are Permitted Liens; • rank senior in right of payment to all future subordinated indebtedness of Taseko; • be effectively senior to all of Taseko's existing and future unsecured indebtedness to the extent of the value of the Collateral; • be pari passu in right of payment with all of Taseko's existing and future senior indebtedness; |
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• be effectively subordinated to all existing and future indebtedness of Taseko, including indebtedness outstanding under the Revolving Credit Facility and any other First Lien Debt, in each case subject to the terms of the RCF Intercreditor Agreement and any Future Intercreditor Agreement, respectively, that is secured by (i) liens on assets that are not part of the Collateral or (ii) liens on Collateral that are senior in priority to the liens securing the notes and the guarantees, in each case to the extent of the value of such assets or Collateral; • be structurally subordinated to all existing and future indebtedness and other liabilities and preferred stock of any of Taseko's non-guarantor subsidiaries (other than indebtedness and other liabilities owed to Taseko or any guarantor); and • be unconditionally guaranteed on a senior basis by the guarantors. |
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| Any liens permitted in accordance with the conditions set forth under the caption "Description of the Notes- Security-Collateral Limitations," including the liens securing the notes and the guarantees, shall rank junior to any security that the parties to the JV Agreement grant in favor of each other to secure the performance of the JV Agreement. | |
| Security |
The notes and the guarantees will be secured by junior priority liens (subject to Permitted Liens) on (i) all of the shares of the Gibraltar Subsidiary, Curis, Florence Holdings and Cariboo, each of which is, directly or indirectly, a wholly-owned subsidiary of Taseko and (ii) the Gibraltar Subsidiary's rights under the Joint Venture Operating Agreement, dated March 18, 2010 (as amended, restated, supplemented, modified or replaced, the "JV Agreement"), among the Gibraltar Subsidiary, Cariboo and Taseko, subject to Taseko's and the Gibraltar Subsidiary's obligations under the JV Agreement (together, the "Initial Notes Collateral"). Notwithstanding the foregoing the liens securing the notes and guarantees will be junior in priority, pursuant to the RCF Intercreditor Agreement and any Future Intercreditor Agreement, to the liens on any Collateral that secure Revolving Credit Facility or First Lien Debt. If the Revolving Credit Facility or any First Lien Debt is secured by a lien on any Initial Notes Collateral and by liens on any Additional Notes Collateral, the notes and the guarantees shall be secured by a lien on such Additional Notes Collateral, provided that such liens on the Additional Notes Collateral will be junior in priority pursuant to the Future Intercreditor Agreement to the liens that secure such First Lien Debt. The notes will be secured by liens on the part of the Collateral that secure the Gibraltar Subsidiary's obligations pursuant to the Second Amended and Restated Metal Purchase and Sale Agreement dated June 28, 2023 (as amended, restated, supplemented, modified or replaced, the "Osisko Silver Sale Agreement") between the Gibraltar Subsidiary and Osisko Gold Royalties Ltd. ("Osisko") and Taseko's obligations pursuant to the guarantee it has provided in respect of the Osisko Silver Sale Agreement. |
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On the issue date of the notes, the Canadian Co- Trustee and the Collateral Agent under the Indenture (as defined below) will obtain the rights and assume the obligations of "Note Agent" under the intercreditor agreement, which was entered into as of February 10, 2021 among BNY Trust Company of Canada, as Canadian Co-Trustee under the Indenture (as defined therein) and Collateral Agent for and on behalf of the Note Secured Parties (as defined therein), National Bank of Canada as agent for and on behalf of the RCF Secured Parties (as defined therein) (by way of joinder dated October 6, 2021), Osisko, Taseko and the Gibraltar Subsidiary, as amended, supplemented, extended, restated or replaced from time to time (the "Osisko Intercreditor Agreement") pursuant to a new note agent joinder. The Osisko Intercreditor Agreement will govern the relative rights of the Canadian Co- Trustees, Collateral Agent and National Bank of Canada (as agent for the lenders under our Revolving Credit Facility) as senior creditors and Osisko, vis-à-vis the Initial Notes Collateral (other than the pledged shares of Curis, Florence Holdings and Cariboo), pursuant to which Osisko will have a junior priority lien on such Initial Notes Collateral, it being understood that the pledged shares of Curis, Florence Holdings and Cariboo are not subject to the Osisko Intercreditor Agreement and Osisko does not have a security interest in such pledged shares. The Osisko Intercreditor Agreement will provide that, if we enter into First Lien Debt under a Future Credit Facility, the lenders' agent under such First Lien Debt shall join and accede to the Osisko Intercreditor Agreement as senior agent thereunder. The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay in full, or at all, our obligation under the notes and guarantees. |
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| Guarantors | The notes will be unconditionally guaranteed by each of our existing restricted subsidiaries (other than immaterial subsidiaries), including the Gibraltar Subsidiary, Curis, Florence Holdings, Florence Copper Holdings, FC-ISR, Florence and Cariboo, and certain future subsidiaries. These guarantees are subject to release under specified circumstances. |
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The guarantee of each guarantor that holds any Collateral will: • be secured by liens on the Collateral that rank senior, pursuant to the Osisko Intercreditor Agreement, to the liens on any Collateral that secure the Gibraltar Subsidiary's obligations pursuant to the Osisko Silver Sale Agreement or Taseko's obligations pursuant to the guarantee it has provided in respect of the Osisko Silver Sale Agreement, it being understood that the pledged shares of Curis, Florence Holdings and Cariboo are not subject to the Osisko Intercreditor Agreement; • be secured by liens (subject to Permitted Liens) on the Collateral, subject, where applicable, to Taseko's and the Gibraltar Subsidiary's obligations under the JV Agreement and subject to the first priority liens on the Collateral securing the Revolving Credit Facility pursuant to the RCF Intercreditor Agreement. Additionally, if such guarantor is a borrower or a guarantor under First Lien Debt, the liens on the Collateral securing the notes and the guarantees will be junior in priority, pursuant to any Future Intercreditor Agreement, to the liens on any Collateral that secure the First Lien Debt, to the extent that the liens securing the First Lien Debt are Permitted Liens; • rank senior in right of payment to all future subordinated indebtedness of such guarantor; • be effectively senior to all of such guarantor's existing and future unsecured indebtedness to the extent of the value of the Collateral; • be pari passu in right of payment with all of such guarantor's existing and future senior indebtedness; • be contractually subordinated to all existing and future indebtedness of such guarantor, including indebtedness outstanding under the Revolving Credit Facility and any other First Lien Debt, in each case subject to the terms of the RCF Intercreditor Agreement and any Future Intercreditor Agreement, respectively, that is secured by (i) liens on assets that are not part of the Collateral or (ii) liens on Collateral that are senior in priority to the liens securing the notes and the guarantees, in each case to the extent of the value of such assets or Collateral; and • be structurally subordinated to all existing and future indebtedness and other liabilities and preferred stock of such guarantor's non-guarantor subsidiaries (other than indebtedness and other liabilities owed to Taseko or any guarantor). |
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| As of December 31, 2023, the total assets of Taseko and our guarantor subsidiaries comprised 97% of our consolidated total assets. For the year ended December 31, 2023, Taseko and our guarantor subsidiaries contributed 100% of our consolidated Adjusted EBITDA for such period. As of December 31, 2023, the aggregate total indebtedness of Taseko and our guarantor subsidiaries was C$682.4 million. | |
| Optional Redemption |
At any time prior to November 1, 2026, we may on any one or more occasions redeem all or a part of the notes, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus the plus a "make-whole" premium, as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. At any time prior to November 1, 2026, but not more than once in any twelve-month period, we may redeem up to 10% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) issued under the Indenture, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 103% of the principal amount of notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date). On or after November 1, 2026, we may on any one or more occasions redeem all or a part of the notes, upon not less than 10 nor more than 60 days' notice, at the redemption prices described under "Description of Notes-Optional Redemption.", plus accrued and unpaid interest, if any, on the notes redeemed. |
| Optional Redemption After Certain Equity Offerings | At any time prior to November 1, 2026, we may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of notes issued under the Indenture, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 108.250% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with an amount not greater than the net cash proceeds of certain equity offerings; provided that: (1) at least 60% of the aggregate principal amount of notes originally issued under the Indenture (excluding notes held by us and our subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such equity offering. |
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| Tax Redemption | If we become obligated to pay additional amounts to holders of the notes as a result of a change in the tax laws of any relevant jurisdiction, we may redeem the notes, in whole but not in part, at any time, upon giving proper notice, at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and additional amounts on the notes to the date of redemption. |
| Additional Amounts | Subject to certain exceptions, we generally will pay such additional amounts as may be necessary so that the amount received by holders of the notes after tax-related withholdings or deductions in respect of such notes will not be less than the amount that such holders would have received in the absence of such withholdings or deductions. |
| Change of Control Offer | If we experience a change of control, we must give holders of the notes the opportunity to sell their notes to us at 101% of their principal amount, plus accrued and unpaid interest. |
| Asset Sale Proceeds | Upon certain asset sales, we may be required to use the net proceeds of such asset sales to purchase a portion of the notes at 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of repurchase. |
| Certain Covenants |
The indenture governing the notes (the "Indenture") will contain covenants limiting, among other things, our ability and the ability of our restricted subsidiaries to: • transfer and sell assets; • pay dividends or distributions on our capital stock, repurchase our capital stock, make payments on subordinated indebtedness and make certain investments; • incur additional debt; • create or incur liens on our assets (other than permitted liens); • create any restriction on the ability of any restricted subsidiary to pay dividends to Taseko, make loans to Taseko or any of its restricted subsidiaries or sell assets to Taseko or any of its restricted subsidiaries; • merge, amalgamate or consolidate with another company; and • enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. If at any time the notes are rated investment grade by two of the following three rating agencies Standard & Poor's Ratings Group, Moody's Investors Service, Inc. or Fitch, Inc., and no default or event of default has occurred and is continuing under the Indenture, substantially all of the restrictive covenants will terminate and will no longer apply to us or our restricted subsidiaries. |
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| Transfer Restrictions | The notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, have not been qualified for distribution by prospectus in Canada, and are subject to restrictions on transfer. You may not sell the notes absent an available exemption from registration. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. |
| No Public Market | The notes will be new securities for which there is currently no market. Although the initial purchasers have informed us that they intend to make a market in the notes, they are not obligated to do so and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained. This may affect the price of the notes in the secondary market, the transparency and availability of trading prices and the liquidity of the notes. |
| No Registration Rights | We will not have any obligation to register the notes in the future under the Securities Act or to exchange the notes for registered notes |
| Use of Proceeds | We intend to use the net proceeds from the offering, together with cash on hand, to redeem all of our outstanding US$400 million aggregate principal amount of 7.00% senior secured notes due 2026, to make capital expenditures, including at Florence Copper and the Gibraltar mine, to fund working capital, and to pay fees and expenses in connection with this offering, with any remaining amounts to be used for general corporate purposes. Certain of the initial purchasers and/or certain of their affiliates hold a portion of our 7.00% Senior Secured Notes due 2026, and may therefore receive a portion of the proceeds of this offering. |
| Original Issue Discount | If the stated principal amount of the notes exceeds their issue price by the statutory de minimis amount or more, the notes will be treated as issued with original issue discount ("OID") for U.S. federal income tax purposes. In such event, holders subject to U.S. federal income taxation generally will be required to include the OID in gross income (as ordinary income) as such amounts accrue (on a constant yield to maturity basis), in advance of the receipt of cash payment thereof and regardless of such holder's method of accounting for U.S. federal income tax purposes. |
| Risk Factors | Investing in the notes involves substantial risks. |
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| Governing Law | The notes and guarantees of the notes will be governed by the laws of the State of New York. The collateral documents, the RCF Intercreditor Agreement and the Osisko Intercreditor Agreement will be governed by the laws of the Province of British Columbia, Canada. |
| Trustee | The Bank of New York Mellon. |
| Canadian Co-Trustee | BNY Trust Company of Canada. |
| Collateral Agent | BNY Trust Company of Canada. |