AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JUNE 9, 2016 AS AMENDED AND EXTENDED JUNE 9, 2022 BETWEEN TASEKO MINES LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC.Shareholder Rights Plan Agreement • April 5th, 2023 • Taseko Mines LTD • Gold and silver ores • British Columbia
MEMORANDUM OF AGREEMENT, dated June 9, 2016 as amended and extended as of June 9, 2022 between Taseko Mines Limited (the "Company"), a company incorporated under the laws of British Columbia and Computershare Investor Services Inc., a corporation existing under the laws of Canada (the "Rights Agent");
Taseko Mines Limited Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]Taseko Mines LTD • April 5th, 2023 • Gold and silver ores • New York
TASEKO MINES LIMITED AND EACH OF THE GUARANTORS PARTY HERETO 7.00% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of February 10, 2021 The Bank of New York Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian Co- Trustee and...Indenture • February 10th, 2021 • Taseko Mines LTD • Gold and silver ores • New York
INDENTURE, dated as of February 10, 2021, among Taseko Mines Limited, a corporation existing under the laws of British Columbia, Canada (the “Company”), the Guarantors (as defined herein), The Bank of New York Mellon, a New York banking corporation, as U.S. trustee (the “U.S. Trustee”) and BNY Trust Company of Canada, a trust company duly organized under the laws of Canada, as Canadian Co-trustee (in such capacity, the “Canadian Co-Trustee” and together with the U.S. Trustee, the “Trustees” and each a “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”) and any and all successors thereto.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2020 • Taseko Mines LTD • Gold and silver ores • British Columbia
Cantor Fitzgerald Canada Corporation ("CFCC"), Velocity Trade Capital Ltd., BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. (collectively, the "Underwriters" and each individually an "Underwriter"), hereby severally, and not jointly nor jointly and severally, offer to purchase from Taseko Mines Limited (the "Company") in the respective percentages set forth in Section 18 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 27,750,000 common shares of the Company (the "Firm Shares") on an underwritten basis at a price of $0.83 per Firm Share (the "Offering Price") for an aggregate purchase price of $23,032,500.
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED EFFECTIVE AS OF FEBRUARY 13, 2007 between TASEKO MINES LIMITED and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • April 18th, 2007 • Taseko Mines LTD • Gold and silver ores • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of February 13, 2007 between TASEKO MINES LIMITED a corporation incorporated under the Business Corporations Act (British Columbia) (the “Corporation”) and COMPUTERSHARE INVESTOR SERVICES INC., a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder).
TASEKO MINES LIMITED as IssuerForm of Indenture • November 15th, 2012 • Taseko Mines LTD • Gold and silver ores • New York
INDENTURE, dated as of ____________________, between Taseko Mines Limited, a corporation duly existing under the laws of British Columbia, Canada (herein called the “Company”), having its principal office at 15th Floor, 1040 West Georgia Street, Vancouver, British Columbia, Canada V6E 4H1, and The Bank of New York Mellon, a New York Banking Corporation, as U.S. trustee (herein called the “U.S. Trustee”), and BNY Trust Company of Canada, a trust company duly organized and existing under the laws of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
Red Mile Resources Fund Limited Partnership c/o Red Mile Resources Inc. Suite 620 — 1001 13 Avenue S.W. Calgary, Alberta T2R 0L5Taseko Mines LTD • June 27th, 2005 • Gold and silver ores • British Columbia
In consideration of the mutual covenants herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Taseko Mines Limited (“Taseko”) and Red Mile Resources Fund Limited Partnership (“RMRF”) agree as follows with respect to certain services that have been, and continue to be, provided by Taseko to RMRF (the “Services”).
ARRANGEMENT AGREEMENT Among TASEKO MINES LIMITED And CURIS RESOURCES LTD. DATED AS OF SEPTEMBER 8, 2014Arrangement Agreement • September 30th, 2014 • Taseko Mines LTD • Gold and silver ores • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereto do hereby covenant and agree as follows:
Lock-Up AgreementsAgreement • September 30th, 2014 • Taseko Mines LTD • Gold and silver ores • British Columbia
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
TASEKO AND WILLIAMS LAKE INDIAN BAND SIGN PARTICIPATION AND COOPERATION AGREEMENTTaseko and Williams • April 4th, 2013 • Taseko Mines LTD • Gold and silver ores
April 3, 2013, Vancouver, BC – Taseko (TSX: TKO; NYSE MKT: TGB) (the "Company") is pleased to announce that a Participation and Cooperation Agreement has been finalized between the Gibraltar Mine and the Williams Lake Indian Band (“WLIB”).
GUARANTEE AGREEMENTGuarantee Agreement • May 3rd, 2004 • Taseko Mines LTD • Gold and silver ores • British Columbia
TASEKO MINES LIMITED and its subsidiary, Gibraltar Mines Limited (“Gibraltar”), corporations existing under the laws of British Columbia and having their business offices at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6
JOINT VENTURE AGREEMENT AMONG GIBRALTAR MINES LTD. AND GIBRALTAR RECLAMATION TRUST LIMITED PARTNERSHIP AND TASEKO MINES LIMITED December 30, 2003Joint Venture Agreement • May 3rd, 2004 • Taseko Mines LTD • Gold and silver ores • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements herein contained the Parties hereto have agreed and do hereby agree as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • March 29th, 2018 • Taseko Mines LTD • Gold and silver ores
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 2018, among Taseko Holdings Ltd, a taxable Canadian corporation (the “Guaranteeing Subsidiary”) incorporated under the laws of British Columbia, Canada, as a subsidiary of Taseko Mines Limited (or its permitted successor), a company incorporated under the laws of British Columbia, Canada (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein), The Bank of New York Mellon, a New York banking corporation, as U.S. trustee (the “U.S. Trustee”) and BNY Trust Company of Canada, a trust company organized under the laws of Canada, as Canadian co-trustee (the “Canadian Co-Trustee” and together with the U.S. Trustee, the “Trustees”).
FUNDING PLEDGE AGREEMENTFunding Pledge Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • Alberta
FUNDING AGREEMENTFunding Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • Alberta
NOW THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:
PUT/CALL OPTION AGREEMENT AMONG TASEKO MINES LIMITED AND THE LIMITED PARTNERS FROM TIME TO TIME OF THE GIBRALTAR RECLAMATION TRUST LIMITED PARTNERSHIP, AS REPRESENTED BY THEIR AGENT AND ATTORNEY, GIBRALTAR RECLAMATION TRUST LIMITED December 30, 2003Call Option Agreement • May 3rd, 2004 • Taseko Mines LTD • Gold and silver ores • British Columbia
TASEKO MINES LIMITED, a company incorporated under the laws of British Columbia and having its principal place of business in Vancouver, British Columbia
GUARANTEE AGREEMENT BETWEEN GIBRALTAR MINES LTD. AND TASEKO MINES LIMITED IN FAVOUR OF HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, REPRESENTED BY THE MINISTER OF ENERGY AND MINES December 30, 2003Guarantee Agreement • May 3rd, 2004 • Taseko Mines LTD • Gold and silver ores • British Columbia
TASEKO MINES LIMITED Common Shares AT THE MARKET ISSUANCE AGREEMENTMarket Issuance Agreement • October 19th, 2010 • Taseko Mines LTD • Gold and silver ores • New York
TASEKO MINES LIMITED (the “Company”), a corporation continued under the Business Corporations Act (British Columbia) (the “BCA”), confirms its agreement (this “Agreement”) with MCNICOLL LEWIS & VLAK LLC (“MLV”), as follows:
TASEKO MINES LIMITED as Issuer and Parent Guarantor GIBRALTAR MINES LTD. and ALEY CORPORATION each as a Subsidiary Guarantor __________________ THE BANK OF NEW YORK MELLON as U.S. Trustee and BNY TRUST COMPANY OF CANADA as Canadian Co- Trustee...Supplemental Indenture • April 18th, 2011 • Taseko Mines LTD • Gold and silver ores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 15, 2011 (this “First Supplemental Indenture”), among Taseko Mines Limited, a corporation organized under the Business Corporations Act (British Columbia), as issuer and parent guarantor, Gibraltar Mines Ltd., a corporation organized under the Business Corporations Act (British Columbia), and Aley Corporation, a corporation organized under the Business Corporations Act (British Columbia), as subsidiary guarantors, and The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian co-trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • British Columbia
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED EFFECTIVE AS OF FEBRUARY 13, 2007 between TASEKO MINES LIMITED and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • February 28th, 2007 • Taseko Mines LTD • Gold and silver ores • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of February 13, 2007 between TASEKO MINES LIMITED a corporation incorporated under the Business Corporations Act (British Columbia) (the “Corporation”) and COMPUTERSHARE INVESTOR SERVICES INC., a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder).
PLEDGE, PRIORITIES AND DIRECTION AGREEMENT THIS AGREEMENT dated September 29, 2004.Pledge, Priorities and Direction Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • Alberta
RED MILE RESOURCES INC., in its capacity as general partner on behalf of all of the partners of RED MILE RESOURCES FUND LIMITED PARTNERSHIP, an Alberta limited partnership
SHORTFALL AGREEMENT THIS AGREEMENT dated September 29, 2004.Shortfall Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • Alberta
RED MILE RESOURCES INC., in its capacity as general partner on behalf of all of the partners of RED MILE RESOURCES FUND LIMITED PARTNERSHIP, an Alberta limited partnership
GENERAL PARTNER SHARE PURCHASE AGREEMENT THIS AGREEMENT dated September 29, 2004General Partner Share Purchase Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • Alberta
RED MILE RESOURCES INC., in its capacity as general partner on behalf of all of the partners of RED MILE RESOURCES FUND LIMITED PARTNERSHIP, an Alberta limited partnership
VOTING SUPPORT AND NOMINATION AGREEMENTVoting Support and Nomination Agreement • February 26th, 2016 • Taseko Mines LTD • Gold and silver ores • New York
This Voting Support and Nomination Agreement (this “Agreement”), dated as of February 22, 2016, is entered into by and among SailingStone Capital Partners LLC, a Delaware limited liability company (“SailingStone Capital”), SailingStone Holdings LLC, a Delaware limited liability company, MacKenzie B. Davis and Kenneth L. Settles Jr. (collectively, the “SailingStone Parties”, and each individually a “SailingStone Party”) and Taseko Mines Limited, a British Columbia corporation (the “Company”).
GIBRALTAR MINES LTD. ROYALTY AGREEMENT SEPTEMBER 29, 2004Royalty Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • British Columbia
WILSHIRE (GP) NO. 2 CORPORATION, in its own capacity and in its capacity as general partner on behalf of all the limited partners of RED MILE RESOURCES NO. 2 LIMITED PARTNERSHIP, being a limited partnership established under the Limited Partnership Act (British Columbia) (“RLP”);
CORPORATE SERVICES AGREEMENTCorporate Services Agreement • April 1st, 2009 • Taseko Mines LTD • Gold and silver ores • British Columbia
HUNTER DICKINSON INC. (to be renamed Hunter Dickinson Services Inc.), a company incorporated under the federal laws of Canada
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • September 30th, 2014 • Taseko Mines LTD • Gold and silver ores • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the parties hereto do hereby covenant and agree as follows:
FARMOUT AND JOINT VENTURE AGREEMENT BETWEEN TASEKO MINES LIMITED, NORTHERN DYNASTY MINERALS LTD., AND ROCKWELL VENTURES INC.Farmout and Joint Venture Agreement • May 3rd, 2004 • Taseko Mines LTD • Gold and silver ores • British Columbia
NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of $1.00 now paid by each of NDM and RCW to Taseko and the mutual covenants and agreements herein contained, the parties hereto mutually agree as follows:
AGREEMENT TO FILE JOINTLYTaseko Mines LTD • January 10th, 2003 • Gold and silver ores
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Shares of Taseko Mines Limited. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
THIS CALL OPTION AGREEMENT dated September 29, 2004. AMONG:Call Option Agreement • June 27th, 2005 • Taseko Mines LTD • Gold and silver ores • British Columbia
RED MILE RESOURCES INC., in its capacity as general partner on behalf of all of the partners of RED MILE RESOURCES FUND LIMITED PARTNERSHIP, an Alberta limited partnership
US$200,000,000 Taseko Mines Limited UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2011 • Taseko Mines LTD • Gold and silver ores • New York
Taseko Mines Limited (the “Company”), a corporation continued under the Business Corporations Act (British Columbia) (the “BCA”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) US$200,000,000 in aggregate principal amount of the Company’s 7.75% Senior Notes due 2019 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Prospectuses (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Base Indenture”), to be entered into among the Company, the Subsidiary Guarantors (as defined below), The Bank of New York Mellon, as U.S. trustee (in such capacity, the “U.S. Trustee”), and The Bank of New York Mellon Trust Company of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)
ARRANGEMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 28th day of February, 2003, B E T W E E N: TASEKO MINES LIMITED, a company incorporated under the laws of British Columbia ("Taseko")Arrangement Agreement • April 21st, 2003 • Taseko Mines LTD • Gold and silver ores • British Columbia
