Employees

The Company had the following employees and contractors as at December 31, 2024:

Table 6: Capital Cost Summary

Capital and Operating Costs

A summary of the initial capital cost estimate included in the Florence Technical Report is shown in Table 11. Costs are based primarily on Q3 2022 vendor and contractor quotations for the work in United States dollars and do not include the sunk costs incurred on the project up to March 15, 2023.

Table 11: Summary of Capital Costs

Table 12: Sustaining Capital

Table 14: Drilling by Company

(1) Totals may not add due to rounding.

Capital and Operating Costs

A summary of the pre-production capital costs estimated for the project is provided in Table 17. All costs shown are in fourth quarter 2019 Canadian dollars.

Table 17: Pre-Production Capital Cost Estimate

(1) Totals may not add due to rounding.

The sustaining capital estimate includes a water treatment plant (“WTP”), staged TSF embankment construction, additional water collection systems, additional mining equipment, mining equipment lease payments, and general sustaining capital through the life of the mine. Sustaining capital costs are shown in Table 18.

Table 18: Sustaining Capital Cost Estimate

Details of the basis for capital cost estimates can be found in the Yellowhead Copper Technical Report.

Onsite operating costs comprise mining, processing and general and administration. Average onsite costs for the project are summarized in Table 19.

Offsite costs include copper concentrate transportation costs, smelter fees and deductions, and royalty payments. Average offsite costs are US$0.39/lb.

Table 19: Summary of Operating Cost Estimate

The following pre-tax economic indicators are derived from the base case life of mine cash flow:

• Project after-tax NPV of $0.7 billion at an 8% discount rate;
• After-tax internal rate of return of 14%; and
• Payback period of 4.2 years.

Results of the valuation are presented on a 100% basis and assume no debt financing costs except for mining equipment leases. Metal prices used are US$3.10/lb, for copper, US$1,350/oz for gold and US$18.00/oz for silver and a foreign exchange rate of C$1.00=US$0.80. All values are in Canadian dollars unless otherwise noted.

Exploration, Development and Production

The Company is focusing its current efforts on advancing into the EA process and is undertaking additional site investigation and engineering work in conjunction with ongoing engagement with local communities including First Nations. The Company will be conducting additional baseline data collection and modeling which will be used to support the EA and permitting of the project.

New Prosperity Project

The Company has determined that, in light of the Company's current focus on Florence Copper and the Yellowhead Copper Project, the Company does not consider the New Prosperity Project to be material at this time. The Company's assessment of materiality could change and the New Prosperity Project may again become material in the future. The Company will update this information if the New Prosperity Project once again becomes material to the Company.

Project Description, Location, and Access

The New Prosperity Project is located at latitude 51° 28' N and longitude 123° 37' W in the Clinton Mining Division, approximately 125 kms southwest of the City of Williams Lake, British Columbia.

Access from Williams Lake is via Highway 20 to Lee's Corner, then via an all-weather main logging haulage road to the site, a total road distance of 192 kms.

The New Prosperity Project consists of one mining lease which is valid until at least June 2039 and 85 mineral claims covering the mineral rights for approximately 190 square kms. All claims are in good standing until at least July 2025. Taseko intends to renew all leases prior to their expiry and maintain all of the claims. The claims are 100% owned by Taseko and are not subject to any royalties or carried interests. 

History

The New Prosperity deposit was explored and extensively drilled by seven different companies between 1963 and 2007. A total 158,204 m of core and percussion drilling was completed in 481 drill holes during the twenty-one years in which active drill exploration took place.

Pre-feasibility and feasibility studies were completed in 1994, 2007, and 2009.

Geological Setting, Mineralization, and Deposit Types

The project is located within the western-most portion of the Intermontane Belt at the boundary between the Intermontane and Coast morphologic belts. The project hosts a large porphyry gold-copper deposit.

Pyrite and chalcopyrite are the principal sulphide minerals in the deposit. They are uniformly distributed in disseminations, fracture fillings, veins and veinlets. Native gold occurs as inclusions in and along microfractures with copper-bearing minerals and pyrite.

Environmental Assessment

Between 2009 and 2010, the BCEAO led a review of the Project in a coordinated manner with the Canadian Environmental Assessment Agency ("CEAA").

In January 2010, Taseko received the EA certificate for the New Prosperity Project from the Province of B.C. but in November 2010, the Federal Minister of Environment announced that the Project, as proposed, would not be granted federal authorizations to proceed.

In February 2011, the Company submitted a revised project description for the New Prosperity Project to the Federal Government that addressed the concerns identified during the federal review process.

In June 2011, Taseko submitted an application to the BCEAO to amend the EA Certificate in accordance with the New Prosperity Project description.

On September 20, 2012, the Environmental Impact Statement ("EIS") was submitted to the three-member Review Panel (the "Panel") established for the federal environmental assessment of the project. Following a series of public hearings the Panel submitted their report to the Federal Minister of the Environment on October 31, 2013.

The Panel report found that the proposed project is not likely to cause significant adverse environmental effects in respect of 33 different areas provided effective mitigation was undertaken but found significant adverse environmental effects were likely in relation to three matters: (i) water quality in Fish Lake and Wasp Lake; (ii) fish and fish habitat in Fish Lake, wetlands and riparian ecosystems; and (iii) Tŝilhqot'in current use of lands for traditional purposes, cultural heritage and archaeological/historical resources.

On February 26, 2014, the Minister of the Environment announced her conclusion, based on the Panel report, that the New Prosperity Project is likely to cause significant adverse environmental effects that cannot be mitigated. She referred the matter to the Governor in Council who decided that those effects are not justified in the circumstances. The Company unsuccessfully appealed both the Panel and the Minster of the Environment in Federal Court.

In late 2019, the Tŝilhqot'in Nation, as represented by Tŝilhqot'in National Government, and Taseko entered into a confidential dialogue, with the involvement of the Province of British Columbia, seeking a long-term resolution to the conflict regarding Taseko's proposed copper-gold mine previously known as New Prosperity, acknowledging Taseko's commercial interests and the Tŝilhqot'in Nation's opposition to the project.

The dialogue process has made meaningful progress in recent months and is close to completion. The Tŝilhqot'in Nation and Taseko acknowledge the constructive nature of discussions, and the opportunity to conclude a long-term and mutually acceptable resolution of the conflict that also makes an important contribution to the goals of reconciliation in Canada.

Aley Project

The Company has determined that, in light of the Company's current focus on Florence Copper and the Yellowhead Copper Project, and the Company's assessment of the relative value currently attributed to each of the Company's projects, the Company does not consider the Aley Project to be material at this time. The Company's assessment of materiality could change and the Aley Project may again become material in the future.

Project Description, Location, and Access

Niobium is a metal used in high strength low alloy steels which are required to manufacture automobiles, bridges, pipes, jet turbines and other high technology applications. Niobium also has applications for lithium-ion battery ("LIB") anode and cathode material to facilitate safe rapid charging of batteries.

The property is located in the Omineca Mining Division in British Columbia, Canada, centred at latitude 5627'N and longitude 12313'W, approximately 140 kms north northwest of the Municipality of Mackenzie. Logging roads from Mackenzie provide access to the Ospika Logging Camp on the east side of Williston Lake. The property is located about 30 kms from the Ospika Camp and is currently accessed via helicopter.

The Aley property consists of one mining lease valid until at least December 2045 and one hundred and twelve mineral claims covering the mineral rights for approximately 476 square kms. All claims are in good standing until at least October 2025. The Aley Property is not subject to any royalty terms, back-in rights, payments or any other agreements or encumbrances.

History

Aley Corporation acquired the property from Cominco in 2004. Since Taseko acquired Aley Corporation in 2007, Taseko has completed over 26,000 metres of drilling in 129 holes, metallurgical test work, project engineering, and environmental baseline data collection.

Geological Setting, Mineralization, and Deposit Type

The Aley region lies within the Western Foreland belt of the Rocky Mountains. The Aley Carbonatite complex intrudes Cambrian to Ordovician sedimentary rocks of the Kechika (limestone), Skoki (dolomite to volcaniclastics) and Road River Group formations (clastic sedimentary rocks). The intrusion is ovoid in plan with a diameter of approximately 2 kms and surrounded by a fenite aureole up to 500 metres.

Niobium (Nb) bearing minerals at Aley are pyrochlore, fersmite and columbite.

Development Activities

Environmental monitoring and product marketing initiatives on the Aley niobium project continue. The converter pilot test is being progressively scaled up, providing additional process data to support the design of the commercial process facilities and final product samples for marketing purposes.

The Company has also advanced a scoping study to assess the potential production of high-purity niobium oxide at Aley to supply the growing market for niobium based batteries.

Risk Factors

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of Taseko and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. 

Risks Relating to Our Business and Our Industry

Changes in the market price of copper 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, silver and other metals and minerals. The market price of copper is volatile and is affected by numerous factors beyond our control, including:

• copper demand, especially from China and its growing role in energy transition and electrification;
• global or regional political or economic conditions, including interest rates and currency values;
• tariffs, including retaliatory tariffs, that may be imposed on the metals that we sell;
• interest rates;
• expectations with respect to the rate of inflation;

• the relative strength of the U.S. dollar and certain other currencies;
• global mine supply of metal;
• global demand for industrial products and jewellery containing metals; and
• sales by central banks and other holders, speculators and producers of copper, gold and other metals in response to any of the above factors.

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, economic growth in China, which is the largest consumer of refined copper in the world, and the energy transition away from traditional sources to alternative, sustainable and less carbon intensive sources which inherently utilize more copper. Notably, China is increasingly seeking strategic self-sufficiency in key commodities, including investments in existing businesses or new developments in other countries. These investments may adversely impact future copper demand and supply balances and prices. 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. While we have identified various factors and demand drivers in this AIF that could result in higher copper prices in 2025 and over the longer term, there is no assurance that these high copper prices will materialize.

A decrease in the market price of copper and molybdenum would affect the profitability of Gibraltar and our ability to finance the development of our other mineral properties including Florence Copper, which would have a material adverse effect on our business and results of operations.

We also enter into provisionally priced sales contracts for our copper concentrate from Gibraltar, which could have a negative impact on our revenues if copper prices subsequently decline after shipment where prices were not fixed at the time of shipment. 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 and other metals are discovered, there is no assurance that a profitable market will exist or continue to exist.

The war in Ukraine, the Israel-Hamas conflict and other geopolitical tensions combined with the international response thereto could have a material adverse effect on the economics of the Company's operations and development projects.

The outbreak of war in Ukraine and the Israel-Hamas conflict, and the accompanying international response thereto including economic sanctions levied against Russia and the potential escalation of the Israel-Hamas conflict (although it is still relatively early days and the effects if any are not known at this time), have extremely disrupted and could further disrupt the global economy, creating increased volatility in commodity markets (including oil and gas prices), international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment and execution timelines for any project development. There is substantial uncertainty about the extent to which these conflicts will continue and the potential for other conflicts to impact economic and financial affairs, and there is the potential for escalation of these conflicts both within Europe, the Middle East and globally. There is a risk of substantial market and financial turmoil arising from these conflicts, which could have a material adverse effect on the economics of the Company's operations and developments projects.

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 Florence Copper and our Other Development Projects. We do not currently enter into foreign currency contracts to hedge against currency risk.

Failure to achieve production targets or cost estimates could adversely affect our sales, profitability, cash flows and financial performance.

The Company prepares future operating and capital cost estimates with respect to existing operations including Florence Copper and its Other Development Projects. Actual production and costs may vary from the estimates for a variety of reasons such as estimates of grade, tonnage, dilution and metallurgical and other characteristics of the ore varying from the actual ore mined, revisions to mine plans, risks and hazards associated with mining, adverse weather conditions, unexpected labour shortages or strikes, equipment failures and other interruptions in production capabilities. Operating and capital costs may also be affected by increased mining costs, variations in predicted grades of the deposits, labour costs, raw material costs, inflation, availability due to supply chain disruptions and fluctuations in currency exchange rates. Failure to achieve production targets or cost estimates could have a material adverse impact on the Company's sales, profitability, cash flow and overall financial performance. We may also in the future be required to undertake capital projects to (i) address or mitigate the impacts of climate change and extreme weather events at our facilities, (ii) comply with new government regulation directed at reducing the impacts of climate change, (iii) reduce the carbon intensity or footprint of our existing operations by reducing or eliminating fossil fuel usage, or (iv) comply with new government regulation directed at improving environmental protection. Capital and operating costs for Florence Copper that are based on the Florence Technical Report are presented in third quarter 2022 U.S. dollars and do not account for inflation since that time.

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:

• uncertainties inherent in estimating mineral reserves and mineral resources;
• environmental hazards;

• discharge of pollutants or hazardous chemicals;
• industrial or environmental accidents;
• healthy and safety hazards and risks arising from related regulatory changes;
• machinery breakdown, including impacts caused from extreme cold or heat;
• metallurgical and other processing problems;
• unusual or unexpected rock formations, landslides, pit wall failures and other geological problems;
• structural cave-ins or slides;
• flooding;
• fire, including wildfires;
• supply chain disruptions and availability of key materials and equipment;
• metals losses;
• labour disruptions, strikes and work stoppages; and
• periodic interruptions due to inclement or hazardous weather conditions, including on transportation infrastructure that operations are dependent upon.

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.

The Company maintains insurance against certain risks that are typical in the mining industry and in amounts that the Company believes to be reasonable, but which may not provide adequate coverage in certain circumstances. However, we may not be able to obtain adequate insurance to cover these risks at economically feasible premiums. Business interruption claims also have specified waiting periods which may limit the Company's ability to recover some or all of its losses. 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.

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.

Until our development 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 position.

The increasing focus on sustainability initiatives could increase our costs, harm our reputation, and adversely impact our financial results.

There has been increasing public focus by investors, environmental activists, the media, and governmental and non-governmental organizations on a variety of environmental, social, and other sustainability matters. We have been and remain committed to strong governance practices, being an industry leader regarding sustainability and having won multiple awards for health and safety and environmental performance. Nevertheless, we may experience pressure to make commitments relating to sustainability matters, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability. While we may in the future engage in various initiatives (including but not limited to voluntary disclosures, policies, or goals) to improve our sustainability profile or respond to stakeholder expectations, we cannot guarantee that these initiatives will have the desired effect. If we are not effective in addressing environmental, social, and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation and financial results may suffer.

In addition, even if we are effective at addressing such concerns, we may experience increased costs as a result of executing upon our sustainability goals that may not be offset by any benefit to our reputation, which could have an adverse impact on our business and financial condition. In addition, this emphasis on ESG matters has resulted and may result in the adoption of new laws and regulations, including new reporting requirements, including with respect to climate change. While we are still assessing the scope and impact of new rules we anticipate that these rules, as well as other sustainability-related regulation and legislation, may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls, processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors as well as impose additional disclosure obligations on us. Additionally, our suppliers, customers or other business partners may require us to provide additional climate-related information if they are also subject to additional climate-related disclosure laws or regulations in other jurisdictions. If we fail to comply with new laws, regulations or reporting requirements, or we fail to provide complete and accurate information to our suppliers, customers or other business partners, our reputation and business could be adversely impacted..

Risks associated with the operation of the Gibraltar Mine.

The Company's future success will be affected by the Company's ability to operate Gibraltar profitably. Mining involves various types of risks and hazards and operation of Gibraltar could experience interruptions, incur increased costs or cease due to a number of factors, including but not limited to:

• changes in the regulatory environment relating to the operation of Gibraltar;
• the Company's inability to achieve projected copper and molybdenum grades at Gibraltar as production of ore transitions to the Connector pit;
• unanticipated increases in strip ratios as production is transitioned to the Connector pit;
• delays in completion of the planned SX/EW plant and the upgrades to the water treatment plant;
• industrial or environmental accidents, discharge of pollutants or hazardous chemicals;
• inability to attract, train and retain a sufficient number of workers;

• increases in inflation resulting in increases in mining and milling costs including energy, diesel fuel, material and labour costs;
• supply chain disruptions impacting critical material or equipment availability and related inflationary pressures on costs;
• metallurgical and other processing problems;
• unusual or unexpected rock formations, landslides, pit wall failures and other geological problems;
• lack of availability, breakdown or failure of mining, milling or ancillary equipment;
• catastrophic events such as wildfires, extreme cold, flooding and environmental issues which could impact access to the mine site or transportation of concentrate products to the market;
• labour disruptions, strikes and work stoppages; or
• performance of the processing plant and ancillary operations falling below expected levels of output or efficiency.

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.

Disruption to the Company's mining and processing operations at the Gibraltar Mine and/or supporting infrastructure for a sustained period would have a material adverse effect on production which may result in lower revenue or cash flows from operating activities until such time, if at all, that the disruption is cured and consequently the Company's business, financial position and results of operations. Further limiting the impact of such risks if they arise may require additional capital or operational expenditure, which may have a material adverse impact on the business and its profitability.

Risks associated with the development of Florence Copper.

The construction and commencement of commercial production at Florence Copper is key to the Company's future growth strategy.

Florence Copper, given its unique geological conditions, will deploy an in-situ wellfield recovery method that, while in use in other resource extraction sectors (most notably in uranium), will be one of the first of its kind to extract copper at commercial levels relying solely on this mining method. This in-situ mining method of Florence Copper could present additional development ramp-up risks and complexity compared to a traditional underground or open pit operation which could result in delays, interruptions, lower recoveries than forecasted and/or increased costs to the development of Florence Copper. There is no assurance that the in-situ extraction of copper at Florence Copper can be completed as currently contemplated in the Florence Copper Technical Report.

The PTF test work has been successful in demonstrating the feasibility of in-situ copper recovery at Florence Copper. However, there is no assurance that commercial in- situ extraction of copper at Florence Copper can be completed as currently contemplated in the technical report for Florence Copper or that the commercial operation will perform at the levels that the PTF achieved. Changes to mining operations at Florence Copper may be required, which may result in delays and/or higher than anticipated construction and operating costs for commercial development of Florence Copper or lower than projected recovery rates of copper, which may affect the overall economics of Florence Copper.

Development and operation of Florence Copper could also be delayed, experience interruptions, incur increased operating and capital costs or be unable to complete due to a number of factors, including but not limited to:

• litigation which could take significant time and costs to defend and resolve;
• non-performance by third party consultants and contractors;
• inability to attract, train and retain a sufficient number of qualified workers;
• escalation in anticipated capital costs of development or construction delays in the project execution plan including availability of critical processing equipment due to supply chain challenges and delivery of required reagents (most notably, sulfuric acid) needed for operations;
• disruptions, shortages and inflationary pressures impacting critical operating inputs and their costs, including reagents and electricity;
• material decreases in the expected recovery of copper through the in-situ process;
• increases in expected wellfield costs including the number and scale up of wells, as well as drilling, material and labour costs;
• maintaining compliance with permits and changes in environmental regulations;
• catastrophic natural events such as drought, flooding or storms; or
• the breakdown or failure of equipment or processes.

It is not uncommon for mining developments to experience these factors during their construction, commissioning and production start-up, or indeed for such projects to fail or experience significant delays as a result of one or more of these factors occurring to a material extent.

There can be no assurance that the Company will complete the various stages of development necessary in order to achieve its strategy in the timeframe expected by the Company or at all. Any of these factors may have a material adverse effect on the development of Florence Copper and, consequently the Company's business, results of operations and activities, financial condition and prospects.

Our ability to complete construction and commencement of commercial production at Florence Copper is subject to our securing and being able to draw down on the required financings for this project.

While Florence Copper has obtained certain financings, including from Mitsui under its Copper Purchase Agreement, the Company is also dependent upon the Gibraltar Mine for cash flow to support its financing of Florence. While the Company anticipates that it will be able to complete construction of Florence Copper based in its available liquidity, its cashflow from Gibraltar operations and its undrawn US$110 million credit facility, there is no assurance that any material adverse change to the Company's business would not impact the Company's ability to fund these expenditures as planned. 

Without funds available to finance construction and development activities, Florence Copper may not be completed and the potential benefits of Florence Copper may never be realized.

Our future ability to secure debt financing for our operations may be impacted by initiatives of global banks to increase their commitments to "sustainable financing".

Our future ability to secure debt financing for our operations may be impacted by initiatives of global banks to increase their commitments to "sustainable financing" and to ultimately achieve net-zero emissions in their lending portfolio. These commitments may reduce the availability or increase the cost of debt financing based on the perceived carbon intensity of a borrower's operations. We presently are unable to evaluate how global banks would assess the carbon intensity of our operations and any consequent impact that this assessment would have on our ability to secure future debt financing or the costs of securing this debt financing.

The need for infrastructure could delay or prevent us from developing our Other Development Projects.

The development of our Other 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 Other Development Projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that:

• the development of our projects will be commenced or completed on a timely basis, if at all;
• the resulting operations will achieve the anticipated production volume; or
• the construction costs and ongoing operating costs associated with the development of our Other Development Projects will not be higher than anticipated.

Our Other Development Projects are all located in British Columbia and the ability of the Company to develop these projects or the ability of the Company and third parties to develop the necessary infrastructure for these projects may be impacted by laws enacted by the Government of British Columbia or agreements entered into by the Government of British Columbia with indigenous groups. See below under "Aboriginal peoples' title claims and rights to consultation and accommodation and related governmental policies may impact our ability to expand our existing operations and proceed with our development projects."

Our Other Development Projects will all require substantial financing for completion, may not achieve anticipated production capacity, may experience unanticipated costs or may be delayed or not completed at all.

Our Other Development projects are at various stages of development and will each require substantial additional financing in order to develop them into commercial mining operations if we determine in the future to advance these projects to commercial production. We do not have any financing commitments for any of our Other Development projects, including Yellowhead, and there is no assurance that any of our Other Development Projects will ever be advanced to production and materially contribute to our revenues. 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 our Other Development Projects is subject to, among other things, the cashflows from Gibraltar and upon Florence Copper becoming a commercial operation, and the availability of additional financing if needed. There is no assurance that we may secure additional debt, equity or alternative financing to proceed with these projects if a decision is made to proceed to commercial development. In order to finance future developments of its projects, the Company may raise funds through the issuance of common shares, the issuance of debt instruments or other securities convertible into common shares or metal stream, offtake prepay or royalty arrangements. The Company cannot predict the size of future issuances of securities, or the effect, if any that future issuances and sales or securities or other additional financings will have on the market price of our common shares or bonds. In addition, there is no assurance that project debt financing or metals or royalty financings will be available for these projects.

In addition, 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.

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:

• environmental protection;
• management and use of toxic substances and explosives;
• management of tailings and other wastes generated by our operations;
• management of natural resources;
• exploration and development of mines, production and post-closure reclamation;
• reclamation bonding requirements before the start of construction and during operation;
• exports;
• price controls;
• taxation;
• labour standards and occupational health and safety, including mine safety; and
• historic and cultural preservation.

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 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, renewed or updated on a timely basis in order for us to carry out planned exploration, development or operational activities on our properties, including amendments to our existing permits at Gibraltar, and the planned development of our Other Development Projects, and, if obtained, renewed or updated, that the costs involved will not exceed those that we have estimated. For example, Gibraltar is required to maintain compliance with all conditions outlined in its operating permits and new environmental regulations may be introduced in the future that will require amendments to key Gibraltar operating permit conditions. There can be no assurance that these operating permits will be maintained or obtained. It is possible that the costs and delays associated with compliance with the regulations requiring that Taseko obtain and maintain such permits, licenses and approvals could result in Taseko not proceeding with the development or operation of its projects, or result in the curtailment of existing operations or plans.

Although Florence Copper has all the necessary permits for construction and operation of a commercial facility, there are conditions within the APP and UIC permits that are required to be met at various times and on an ongoing basis, including the completion of rinsing of the PTF wellfield before injection of solutions into the commercial wellfield can commence. Rinsing of the PTF wellfield is well advanced and the Company accelerated rinsing in 2024 by increasing water storage capacity and permitting alternative and beneficial uses for site water. The Company expects to complete rinsing of the PTF wellfield well before construction of the commercial facility is finished, however there remains a risk that rinsing will not be completed in the anticipated timeframe and, if the permit conditions are not met, this could cause a delay in the start of production from the commercial facility.

There may also be future legal challenges to the validity of the UIC permit and other permits, licenses and approvals obtained by Florence Copper, and there can be no assurance that such challenges will successfully be defeated or that any amendments to its permits required as a result of such challenges will be approved. Obtaining, updating, amending 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 can also be no assurance that all necessary permits, licenses and approvals for Taseko's Yellowhead Copper Project will be obtained.

There is considerable uncertainty as to our ability to obtain the required permits for development of the New Prosperity Project. Since 2019, the Company has been engaged in a confidential facilitated dialogue with the Tŝilhqot'in Nation, as represented by Tŝilhqot'in National Government, and the Province of British Columbia in order to obtain a long-term resolution of the conflict regarding Taseko's New Prosperity Projecty, acknowledging Taseko's commercial interests and the Tŝilhqot'in Nation's opposition to the project. However, there can be no assurance that the dialogue will result in an outcome that allows for the development of the New Prosperity Project. In addition, the Company has determined that, in light of the Company's current focus on Gibraltar and Florence Copper, and the Company's assessment of the relative value currently attributed to each of the Company's projects and its current operations, the Company does not consider the New Prosperity Project to be material at this time. The Company's assessment of materiality could change and the New Prosperity Project may again become material in the future.

The Company is reliant on rail transportation and port terminal services for delivery of its products from Gibraltar to overseas markets.

Copper concentrate production from Gibraltar is transported by rail to the Pembina port terminal in the Port of Vancouver utilizing the CN rail line. In the past, rail service to Vancouver has been disrupted by derailments, avalanches, wildfires, flooding, CN labour stoppages and other CN service related issues. Similar disruptions and service delays may occur again in the future. In the event of any sustained interruption to rail service, the Company would likely be limited to trucking in order to transport its production to this port terminal. Transporting concentrate production by truck is more expensive, not always available and subject to greater scheduling constraints to facilitate the timely loading of ships at the Port of Vancouver. The Port of Vancouver has also experienced labour strikes which impacted its availability and resulted in congestion and backlog that took several quarters to return to normal service levels. There are limited readily available alternatives for terminal services if the Port of Vancouver was unavailable for an extended period of time.

To the extent that climate change results in more frequent severe weather occurrences, we may experience increased frequency of transportation disruptions in future years which may again result in a disruption of our ability to ship concentrate and other products that we produce. In addition, the potential of increased frequency of severe weather events may ultimately result in increased transportation costs as transportation providers, including railways, undertake capital expenditures to improve the ability of the transportation infrastructure to withstand severe weather events or to repair damage from severe weather events in order to maintain services.

In the event that the Company is unable to transport its concentrate production by rail on a reliable basis over routine timing intervals, this could lead to increased transport costs and variability in the timing of the receipt of revenues which would have a material effect on the Company's business and financial condition.

Disruption to the services provided by the CN rail line or the Port of Vancouver in connection with the shipping of our copper concentrate could have a material adverse effect on our business.

Water supply, critical spare parts, maintenance service and new equipment and machinery may materially and adversely affect our operations and development projects.

Our mining operations require significant quantities of water for mining, ore processing and related support facilities.

Changes in the quantity of water, whether in excess or deficient amounts, may (a) impact development activities, mining and processing operations, water management and treatment facilities, tailings storage facilities, evaporation, closure and reclamation efforts, and (b) increase levels of dust in dry conditions and land erosion and slope stability in case of prolonged wet conditions. Both Gibraltar and Florence Copper generally have excess water from operations and from the environments in which they operate. Excess amounts of water pose other challenges that may be difficult to manage and could increase our costs. In the case of Gibraltar, the mine is permitted to discharge excess water gathered and stored from the tailings facility offsite subject to permit conditions and there are plans to construct a water treatment plant in the coming years to increase the discharge rates to reduce stored water on site. In the case of Florence Copper, as more water is pumped than injected through the ISCR process, commercial operations are dependent upon evaporation of excess water or beneficial and alternative use of the excess water for discharge on the site. Changes to our ability to handle excess water, including government regulation, could materially and adversely affect our business and results of operations and could result in increased costs impacting our financial condition. In extreme cases, it could require us to curtail or temporarily shut down operations and could prevent us from pursuing expansion opportunities.

In addition to water and energy, our mining operations require intensive use of equipment and machinery. Shortage in the supply of key spare parts or adequate maintenance service or new equipment and machinery to replace old ones and cover expansion requirements could materially and adversely affect our operations.

We may be adversely affected by our inability to control operating costs.

Our profitability depends in part on our ability to control operating costs. Inflationary pressures, which have significantly risen in recent years, on services, equipment, labour and other key inputs, such as diesel fuel, steel, electricity and other operating supplies, could cause operating costs at Gibraltar and Florence Copper 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 operating, 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. Changes in environmental regulation directed at climate change may result in our having to incur increased capital expenditures in order to ensure that our operations comply with these requirements, specifically any requirements that require reduction in the carbon intensity in our operations or incentivize the reduction in carbon intensity through carbon taxes or other financial measures.

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.

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 unfavourable.

Our ability to operate our Company efficiently could be impaired if we lose key personnel or fail to continue to attract qualified personnel. Our directors may have other interests which conflict with our interests.

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.

Certain of our directors also serve as directors or advisors to other companies involved in natural resource exploration, development and production. Such associations may give rise to actual or perceived conflicts of interest from time to time. All directors, employees/officers and key advisors of the Company are required by law or professional standards to act honestly and in good faith and to disclose any actual and potential conflicts of interest they might have to the Company.

Recent changes to U.S. trade policies and tariff risks may adversely impact copper markets, supply chains, and the development of Florence Copper.

The recent imposition of tariffs by the U.S. government on various imports, including certain metals and industrial goods, may have a material adverse effect on Taseko's business, financial condition, and development projects. In addition, the government of Canada, has imposed retaliatory tariffs on products imported into Canada from the United States which may increase our operating and capital costs at Gibraltar. Tariffs on copper products, raw materials, mining equipment or critical supplies by the U.S. government or other countries required for mining and processing operations could increase our costs, reduce competitiveness, and create uncertainty in global copper markets.

Changes in trade policy and the imposition of tariffs may disrupt supply chains by increasing the cost and availability of equipment, spare parts, and key inputs such as reagents and chemicals required for operations at Gibraltar and for the construction and development of Florence Copper. If procurement costs rise or supply chain constraints limit access to critical materials, this could result in higher capital and operating costs, project delays, or interruptions in production.

The broader uncertainty surrounding U.S. trade policy and potential retaliatory measures from other governments may also contribute to volatility in copper prices, exchange rates and overall economic output. A decline in copper prices due to weakened global demand or changing trade flows could adversely affect Taseko's revenues, cash flows, and ability to finance future development projects. There can be no assurance that future trade policies will not impose further restrictions or additional tariffs that could materially impact Taseko's profitability, operations and growth plans.

There is no assurance that we will be able to renegotiate our existing union agreement for Gibraltar when it expires in May 2027.

We have a union agreement in place for our unionized employees at Gibraltar which expires in May 2027. 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 labour costs or both. A lengthy strike or other labour disruption could have a material adverse effect on our business and results of operations.

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 increase our operating costs or delay or prohibit our operations altogether. Such laws and regulations include, federal, provincial, state, municipal and local environmental laws and regulations relating to emissions and discharges to air, soil and water, solid and hazardous waste, landfill operations, permitting obligations, remediation of contaminated soil and groundwater and the protection of threatened or endangered species and critical habitat. 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 laws and regulations are 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. Concerns over climate change, carbon emissions, water and land-use practices and the protection of threatened or endangered species and critical habitat could lead governments to enact additional or more stringent environmental laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes or otherwise could adversely affect our operations or financial conditions.

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 revised environmental laws or regulations 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.

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.

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 Gibraltar with the B.C. Ministry of Energy, Mines and Low Carbon Innovation and to post security for the estimated costs to complete this reclamation and mine closure work. Security for reclamation obligations is returned once the site is reclaimed to a satisfactory level and there are no ongoing monitoring and maintenance requirements.

The Gibraltar reclamation and mine closure plans are updated every five years and the amount of security for reclamation bonding is agreed based on this plan. The most recent five-year reclamation and closure plan was submitted in March 2022 and security of $108.5 million (100% basis) has been posted as of December 31, 2024 to meet reclamation bonding requirements. In late December 2024, Gibraltar received an amendment to its M-40 permit in which the required closure bonding confirmed from the Province of British Columbia was increased from $108.5 million to $139.9 million. Gibraltar is required to post this additional bonding over the next 15 months, with $15.7 million due on March 31, 2025 and a second tranche for the same amount due by March 31, 2026. Gibraltar intends to place additional surety bonds to meet these increased bonding requirements from the Province of British Columbia from insurance underwriters.

Additional security in the amount of US$51.9 million has been provided to meet reclamation bonding requirements for the Florence Project and this amount will need to be increased in the future after the first few years of commercial operation. The Company has also recorded total provisions for environmental rehabilitation for all its properties of $169.6 million in its consolidated financial statements as of December 31, 2024, which has been calculated in accordance with IFRS. 

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.

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 Columbia’s land area are not settled and the B.C. government has announced an intention to introduce legislation that will recognize Aboriginal title over one part of B.C. (Haida Gwaii). In its September 26, 2023 decision in Gitxaala v. British Columbia (Chief Gold Commissioner), the British Columbia Supreme Court held that the Mineral Tenure Act (British Columbia) (the “MTA”), which is the basis for most mineral tenures in the Province of British Columbia, violated the Province’s duty to consult with Indigenous People by permitting the staking of mineral claims in their traditional territory before consulting with them. The Court provided the Province of British Columbia (the “Province”) with eighteen months to address the obligation to consult. On March 26, 2025 the Ministry of Mining and Critical Minerals implemented the Mineral Claims Consultation Framework, which replaced the automatic registration system with an application-based system that includes consultation with First Nations. First Nations will now be entitled to consultation with the Province at the time an application is made.  There is as of yet no certainty as to how the system will affect the ultimate award of mineral tenures in the Province, other than such award will not be immediate.

The Province has separately committed to modernizing the MTA. The modernization is intended to bring the MTA into alignment with the United Nations Declaration on the Rights of Indigenous Peoples, pursuant to the BC Declaration on the Rights of Indigenous Peoples Act. There is no certainty how these developments will ultimately affect our mineral tenure rights, particularly of our Other Development Projects, or our ability to obtain new tenures in British Columbia.  

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 Florence Copper and our Other Development Projects. Furthermore, our leasehold interests could potentially be at risk if mining operations are not commenced during the term of the lease.

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 the Company's ownership rights with respect to its mineral properties or its access to the properties. These may restrain or block the Company's ability to advance the exploration and development of its mineral properties or significantly increase the costs and timeframe to advance the properties.

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.

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 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 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. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, volatility in the price of our securities, failure to comply with disclosure obligations, claims relating to aboriginal title or rights, or labour disruptions at our mine sites.

Given the uncertain nature of these actions, the Company cannot predict the outcome of any such proceedings which proceedings, arbitrations or investigations could involve the United States and other foreign jurisdictions and, based on a judgment or a settlement agreement, could require the Company to significant litigation costs and pay substantial damages. Defense and settlement costs may be substantial, even with respect to claims that have no merit. If the Company cannot resolve these disputes favorably, its business, reputation, financial condition, results of operations and future prospects may be materially adversely affected.

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 environmental and social impacts of mining activities. Opposition to mining activities by communities or indigenous groups, including Indigenous 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. 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.

The planned development of Florence Copper has been subject to a number of legal challenges.

Opponents of Florence Copper have in the past, and may in the future, file legal challenges to the validity of permits, licenses and approvals sought and/or obtained by the Company in relation to Florence Copper, the defence of which can be a complex, time-consuming and costly process and there can be no assurance that such challenges will successfully be defeated, with success being contingent upon many variables outside of the Company's control. Similar legal challenges could occur again in the future and delay development of the commercial facility at Florence. Currently there are no legal claims in state or federal court relating to the Company's proposed development of Florence Copper.

If we are found to be in violation of anti-corruption or anti-bribery laws and regulations, it may result in significant penalties, fines and/or sanctions imposed on us which could result in a material adverse effect on our reputation, financial performance and results of operations.

Our operations are governed by, and involve interactions with, various levels of government in Canada and the United States. In addition to complying with the internal laws of each of those countries, we are required to comply with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act, and the UK Bribery Act.

There has been a general increase in the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment of companies convicted of violating anti-corruption and anti-bribery laws. While we maintain safeguards for the prevention of corruption and bribery, should we be subject to an enforcement action or are found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us which could result in a material adverse effect on our reputation, financial performance and results of operations. We may choose to operate in additional foreign jurisdictions in the future that have greater vulnerability to corruption and bribery practices, and we may become subject to additional anti-corruption and anti-bribery laws in such jurisdictions.

We face public health threats.

An outbreak of infectious disease, a pandemic or a similar public health threat (such as COVID-19 and any variants thereto), or a fear of any of the foregoing, could cause operating, supply chain and project development stoppages and delays and disruptions, labour shortages, reduced product demand, travel and shipping disruption and shutdowns (including as a result of government regulation and prevention measures). The possibility of a global recession arising from a public health threat and attempts to control it may impact metals demand and prices and could reduce available liquidity options. As a result, we may experience production below estimated levels, increased costs or significantly reduced revenue. This can lead to a material adverse effect on the financial performance, liquidity and results of operations.

Any failure or breach of our information technology ("IT") systems could disrupt our operations.

Our operations depend on our IT systems. Like any company, the security of our IT systems, including user access, security of our sites and our corporate IT system, are an important part of our business and operations. And like any company, we are susceptible to internal and external threats to these systems. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect our reputation, operations or financial performance. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures and to address the threat of attacks. A cyber security incident resulting in a security breach or a failure to identify a security threat could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, which could materially impact our business or reputation. Any of these and other events could result in information system failures, delays and/or increase in operating and /or capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations. There is a risk that the Company may be subject to cyber-attacks or other information security breaches which could result in material loss to the Company.

The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature and sophistication of these cyber-attacks and potential security breaches. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority but may not ultimately defeat all potential attacks. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavourable publicity.

We receive, store and process personal and other information from and about our employees, customers, and users of our web site. As a result, we face the following risks:

• it may prove difficult to comply with all applicable laws and regulations in Canada, the United States, and other jurisdictions regarding privacy and the storing, use, processing, and disclosure and protection of personal information;
• the scope of these laws, regulations and how they are enforced is changing and may also be inconsistent with each other;
• we face the risk of failing, and being perceived as failing, to comply with these applicable laws and regulations and to protect the privacy of this information; and
• as a result of the above, we face some legal and compliance uncertainty and these things could increase our compliance costs.

Disclosure and internal control deficiencies may adversely affect us.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required decisions. Taseko has invested resources to document and analyze its system of disclosure controls and its internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Our failure to satisfy the requirements of applicable Canadian and U.S. securities laws on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm its business and negatively impact the trading price of our securities, including the Common Shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause Taseko to fail to meet its reporting obligations.

The increase in regulations surrounding climate change and related increase in compliance costs may have a material adverse effect on us.

Laws and regulations related to climate change and the emission of greenhouse gases are rapidly changing and developing, and new or existing laws and regulations relating to climate change, including potential cap-and-trade systems, carbon taxes and other requirements relating to reduction of carbon footprints and/or greenhouse gas emissions all could adversely affect our operations. Mining is an energy-intensive business, resulting in a significant carbon footprint.

A number of governments and/or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Policy and regulatory risk related to actual and proposed changes in climate and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations, venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Regulatory uncertainty may incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations. Increased regulation, such as the limiting of greenhouse gas emissions and introducing new carbon or water taxes, may adversely affect our operations and impact our compliance costs. Canada's federal and provincial legislations impose mandatory greenhouse gas emissions reporting requirements, to which our Gibraltar is subject.

The effects of climate change and extreme weather events could cause prolonged disruption of our operations or production efficiency.

The physical risks of climate change may have an adverse effect on our operations. Global climate change could exacerbate certain of the threats facing our business, including the frequency and severity of weather-related events (such as hurricanes, flooding, hailstorms, wildfires, snow, ice storms or extreme cold), resource shortages, changes in rainfall and storm patterns and intensities, water shortages and changing temperatures, which can (i) disrupt our operations by impacting the availability and cost of materials needed for mining operations or increasing insurance and other operating costs, (ii) damage our infrastructure or properties, and (iii) create financial risk to our business or otherwise have a material adverse effect on our results of operations, financial position or liquidity.

Such events could adversely affect the operations at our physical facilities or temporarily slow or halt operations due to physical damage to assets. They may also lead to reduced worker productivity as a result of on site safety protocols related to extreme temperatures or lightening events, worker aviation and bus transport to or from the site, and local or global supply route disruptions that may limit transport of essential materials, chemicals and supplies, which could have an adverse impact on our results of operations and financial position. An increase in frequency and duration of extreme weather conditions can be followed by extended power outages. Energy disruptions can have an adverse impact on our results of operations and financial position due to production delays or additional costs to ensure business continuity through reliable sources of on-site power generation.

These types of events or conditions could also have adverse effects on the workforce and on the local communities surrounding the areas where we operate, such as an increased risk of food insecurity, water scarcity, civil unrest and the prevalence of disease.

We make efforts to mitigate climate risks by ensuring that extreme weather conditions are included in our emergency response plans. However, there is no assurance that the response will be effective or that the physical risks of climate change will not have an adverse effect on our operations and profitability. These climate change related events may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence.

We may suffer reputational losses that lead to increased challenges in developing and maintaining government and community relations, decreased investor confidence and act as an impediment to our overall ability to advance our projects, or to access equity or debt financing.

Our reputation can be impacted by the actual or perceived occurrence of any number of events, including, allegations of fraud or improper conduct, environmental non-compliance or damage, or the failure to meet our objectives or guidance. Publicity adverse to us could result from the actual or perceived occurrence of any number of events (for example, with respect to the handling of environmental matters, community relations or litigation), whether true or not. Any of these events could result in negative publicity to us, regardless of whether the underlying event is true or not. In addition, as a result of the increased usage and reach of social media and other internet platforms used to create and publish user-generated content, companies today are at much greater risk of losing control over how they are perceived in the marketplace.

In particular, our relationships and reputation, particularly with the communities in which we operate in are critical to the success of our existing operations and the construction and development of future projects. There is an increasing level of public attention and advocacy relating to the real and perceived effect of mining activities on the environment and communities impacted by those activities. Publicity adverse to us, our operations, or extractive industries generally, including as a result of anti-mining protests or publications, could have an adverse effect on us and may impact our reputation and relationship with the communities in which we operate, including the communities surrounding our key projects and other stakeholders.

Although we actively manage efforts on protecting our image and reputation, we do not ultimately have direct control over how it is perceived by others. Reputational loss may lead to increased challenges in developing and maintaining government and community relations, decreased investor confidence and act as an impediment to our overall ability to advance our projects, or to access equity or debt financing. While we are committed to operating in accordance with applicable laws and in a socially responsible manner, there can be no assurance that our efforts in this respect will fully mitigate this potential risk.

In addition, the Company's relationship with the host communities and host governments where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations ("NGOs"), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or Taseko's operations or development activities specifically, could have an adverse effect on our reputation.

If securities or industry analysts do not publish research or publish inaccurate or unfavourable research about our business, the price and trading volume of the Common Shares could decline.

The trading market for the Common Shares will depend on the research and reports that securities or industry analysts publish about Taseko and its business. We do not have any control over these analysts, and we cannot assure that analysts will cover Taseko or provide accurate or favourable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of the Common Shares, the price of Common Shares would likely decline. If one or more of these analysts cease coverage of Taseko or fail to regularly publish reports, we could lose visibility in the financial markets, which could cause the price and trading volume of the Common Shares to decline.

Aboriginal peoples' claims to rights and title, related consultation and accommodation obligations of government, and changes to related government policies may impact our ability to expand our existing operations and proceed with our 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 development projects and may impact the manner in which we proceed with the development of these projects.

In addition, the federal government has passed the United Nations Declaration on the Rights of Indigenous Peoples Act and the BC government has enacted the Declaration on the Rights of Indigenous Peoples Act ("DRIPA"). Each of these acts commits governments to make legislative changes and other actions in furtherance of the United Nations Declaration on the Rights of Indigenous Peoples which may affect the development and operation of mining projects. Although we work to engage with and provide opportunities to Indigenous communities near our operations, the asserted rights of Indigenous peoples may adversely affect our ability to operate. In addition, from time to time, our operations may be adversely affected by protests and social activism broadly related to indigenous rights and the reconciliation process in Canada.

Issues relating to Indigenous groups, including Indigenous Nations, Métis and others, have the potential for an impact on resource companies operating in Canada including Taseko. Risks include potential delays or effects of governmental decisions relating to granting of mineral claims and permits for mining projects in light of the government's duty to consult and accommodate Indigenous groups in respect of Aboriginal rights or treaty rights, agreements governments may choose to enter into with Indigenous groups or steps governments may take in favour of Indigenous groups even if not required by law, related terms and conditions of authorizations and potential findings of Aboriginal title over land. This includes potential Indigenous joint decision-making and consent agreements under the B.C. Declaration on the Rights of Indigenous Peoples Act related to mine. To date such agreement have been negotiated or are being negotiated in respect of certain decision making under the Environmental Assessment Act and Land Act, but they are expected to be developed in other areas in accordance with the B.C. Declaration Act Action Plan.

Risks Related to Our Securities

Fluctuations in the market price of the Common Shares are often outside the control of the Company and could materially impact securityholders' investments in the Company and the Company's access to capital.

The market price of the Company's common shares may experience wide fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of the Company. These factors include macroeconomic developments in North America and globally, market perceptions of the demand for copper and other metals and volatile trading due to unpredictable general market or trading sentiments. The market price of the Company's common shares are likely to increase or decrease in response to a number of events and factors, including:

• Taseko's operating performance and the performance of competitors and other similar companies;
• the breadth of the public market for the Shares and the attractiveness of alternative investments;
• volatility in copper and other metal prices;
• the number of Shares to be publicly traded after an offering pursuant to any prospectus or prospectus supplement;

• the public's reaction to the Company's press releases, material change reports, other public announcements and its filings with the various securities regulatory authorities;
• the arrival or departure of key personnel;
• changes in recommendations by research analysts who track the Common Shares or the shares of other companies in the sector;
• developments that affect the market for all resource sector securities;
• changes in general economic and/or political conditions (including inflation);
• acquisitions; and
• the other risk factors listed herein.

Many of these factors that could impact the market price of the Company's common shares are not directly related to Taseko's results or operations and are, therefore, not within Taseko's control. Accordingly, the market price of the common shares at any given point in time may not accurately reflect the long-term value of Taseko. Accordingly, the market price of the Company's common shares may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted, and the trading price of the Shares may be materially adversely affected. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. Taseko may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Multiple listings on the TSX, NYSE American and LSE may lead to an inefficient market in the Company's shares.

Multiple listing of the Common Shares will result in differences in liquidity, settlement and clearing systems, trading currencies, prices and transaction costs between the exchanges where the Common Shares will be quoted. These and other factors may hinder the transferability of the Common Shares between the three exchanges.

The Common Shares are quoted on TSX, NYSE American, and the LSE. Consequently, the trading in and liquidity of the Common Shares will be split between these three exchanges. The price of the Common Shares may fluctuate and may at any time be different on the TSX, the NYSE American and the LSE. This could adversely affect the trading of the Common Shares on these exchanges and increase their price volatility and/or adversely affect the price and liquidity of the Common Shares on these exchanges.

The Common Shares are quoted and traded in Canadian dollars on the TSX, in U.S. dollars on the NYSE American, and in pounds sterling on the LSE. The market price of the Common Shares on those exchanges may also differ due to exchange rate fluctuations.

Global economic conditions can reduce the price of the Common Shares.

Global economic conditions may adversely affect our growth, profitability and ability to obtain financing. Events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the copper mining industry, have been and continue to be impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and metal markets and a lack of market confidence and liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our growth, profitability and ability to obtain financing. A number of issues related to economic conditions could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects, including: (i) contraction in credit markets could impact the cost and availability of financing and the Company’s overall liquidity; (ii) the volatility of copper and other metal prices would impact the Company’s revenues, profits, losses and cash flow; (iii) recessionary pressures could adversely impact demand for our production; (iv) volatile energy, commodity and consumables prices and currency exchange rates could impact our production costs; and (v) the devaluation and volatility of global stock markets could impact the valuation of our equity and other securities.

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.

Legislative actions, potential new accounting pronouncements, and higher insurance costs may impact our future financial position or results of operations.

Future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our financial position or results of operations. New pronouncements and varying interpretations of pronouncements are expected to occur in the future. Compliance with changing regulations of corporate governance and public disclosure may result in additional expenses. All of these uncertainties are leading generally toward increasing insurance costs, which may adversely affect our business, operations and our ability to purchase any such insurance, at acceptable rates or at all, in the future.

Risks Relating to the Senior Secured Notes and Credit Facility

Our high level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior secured notes.

Our high level of indebtedness could have important consequences to us.

• making it more difficult for us to satisfy our obligations with respect to the senior secured notes, Credit Facility and any other existing or future debt and other financing arrangements and obligations;
• limiting our ability to obtain additional financing to fund Florence Copper and our Other Development Projects, working capital, capital expenditures, acquisitions or other general corporate purposes;
• 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; increasing our vulnerability to general adverse economic and industry conditions;
• limiting our flexibility in planning for and reacting to changes in the industry in which we operate;
• placing us at a disadvantage compared to other, less leveraged competitors; and
• increasing our cost of financing.

In addition, the senior secured note indenture and Credit Facility will, and any future debt and other financing obligations likely will, 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. This could further exacerbate the risks associated with our high level of indebtedness.

The terms of the 2030 Secured Notes Indenture and Credit Facility and other debt will permit us to incur substantial additional indebtedness in the future, including to finance working capital, capital expenditures, investments or acquisitions. In addition, at December 31, 2024, Taseko had the ability to draw an additional US$110 million under the Revolving Credit Facility, subject to its terms and conditions.

Although the 2030 Secured Notes Indenture and our Credit Facility 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.

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 2030 Secured Notes, to make payments under our other financing arrangements and obligations 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 notes, or to fund our other liquidity needs.

If our cash flows and capital resources are insufficient to allow us to make these payments, 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 2030 Secured Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the 2030 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 contains, and agreements governing future indebtedness will likely 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:

• 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;
• make certain acquisitions;
• incur additional debt;
• create or incur liens on our assets;
• create restrictions on the ability of our restricted subsidiaries to pay dividends, make loans or sell assets to us or any of our restricted subsidiaries;
• merge, amalgamate or consolidate with another company; and
• enter into transactions with affiliates.

The covenants in the 2030 Secured Notes include certain restrictions on asset sales, issuance of preferred stock, dividends, and other restricted payments but do not include any maintenance covenants with respect to the Company's financial performance. Our $110 million Credit Facility is subject to certain financial covenants, as described below under "Description of Capital Structure - Indebtedness and Other Financing Arrangements". Further, if we enter into any additional 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 2030 Secured Notes indenture or our Credit Facility, 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 Gibraltar's interest in the JVOA as well as our interest in Curis, Florence Holdings and Cariboo. In the event our lenders or note holders 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 2030 Secured Notes indenture and our Credit Facility, and other indebtedness (including any future indebtedness) and financing arrangements, 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.

If the Company defaults under its financing arrangements, that could cause early repayment which could put liquidity pressure on the Company.

The Company has entered into financing arrangements and will likely enter into other future financing arrangements as part of the way it finances its business, and which are common in the mining industry. These arrangements currently include the Osisko Silver Sale Agreement, Mitsui Copper Stream Agreement and the Taurus Royalty Purchase and Sale Agreement in addition to our 2030 Secured Notes and our US$110 million Credit Facility. These agreements contain customary default, remedies and foreclosure provisions. In certain circumstances, which include, but are not limited to certain defaults by us under the terms of these agreements, the counterparties to these agreements could terminate or otherwise unwind these arrangements, seek damages or other liquidated amounts from us and foreclose on any collateral securing our obligations to them. In addition, some of these agreements contain cross-default and cross-acceleration provisions which permits the counterparties to accelerate our payment obligations under such agreements if we default on our obligations under other financing arrangements. We may enter into additional financing arrangements in the future that have similar or other payment, default, termination, remedy and foreclosure provisions. We face the risk that some of the factors that may contribute to a possible future default under these arrangements and our other debt that are beyond our ability to control. If any of these events were to occur, we may not have the cash or financing capacity to make these payments, which could have a material adverse effect on our business and our ability to service and repay or refinance the 2030 Secured Notes.

A lowering or withdrawal of the credit ratings assigned to our debt securities by rating agencies may adversely affect the market value of the senior secured notes, 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 agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.

Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the notes. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. Any downgrade by a rating agency could decrease earnings and may result in higher borrowing costs. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.

The 2030 Secured Notes and our Credit Facility are denominated in U.S. dollars, and we may incur additional debt in the future denominated in U.S. dollars.

The 2030 Secured Notes and our Credit Facility 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 may employ derivative instruments to hedge foreign exchange risk related to our U.S. dollar denominated debt; however, no derivative instruments will protect against all fluctuations and the derivative instruments we employ may cause us to incur losses. 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 2030 Secured Notes Indenture.

If a change of control (as defined in the 2030 Secured Notes Indenture) occurs, we will be required to offer to purchase the 2030 Secured Notes at 101% of their principal amount plus accrued and unpaid interest. Our ability to repurchase 2030 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 2030 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.

The 2030 Secured Notes mature in 2030 and may require refinancing and our Credit Facility matures in 2027 and may not be extended.

With the issuance of the 2030 Secured Notes in April 2024, a substantial portion of the Company's debt now matures in 2030. The Company remains subject to risks relating to the refinancing of such debt. While the Company currently intends to refinance some or all of the 2030 Secured Notes with new bonds, there is no certainty that the Company will be able to repay or refinance the 2030 Secured. Further the Company's ability to obtain debt financing will depend, inter alia, on prevailing financial market conditions at the time and the Company's business performance, including its successful construction and operation of the proposed mine at Florence Copper.

The Credit Facility matures in November 2027 but contains a springing maturity provision which advances its maturity date forward if the 2030 Secured Notes have not been refinanced by six months before their maturity date, or November 2029. There is no certainty that the Credit Facility springing mechanism won't be triggered and if drawn, the Credit Facility may need to be refinanced before the 2030 Secured Notes.

Successful refinancing of 2030 Secured Notes and Credit Facility is dependent upon a number of factors many of which are outside of the Company's control including the copper price which directly impacts the Company's profitability and debt capacity and capital market factors including prevailing interest rates at the time of refinance.

Furthermore, any additional debt financing may involve restrictive covenants, which may limit or affect the Company's operating and financial flexibility. In the event the Company cannot refinance its debt on acceptable terms or at all, this could adversely affect its ability to carry out its operations.

Dividends

The Company has not paid dividends to date and the Company has no plans to pay a dividend before construction of Florence Copper is completed. The Company will reassess its dividend policy when Florence Copper is in commercial production or if copper prices increase in the future at a sustainable level above current prices.

Pursuant to the 2030 Secured Notes indenture and Credit Facility, the Company is restricted from paying dividends if an event of default exists or would exist upon paying the dividend, and further restricts the total dividends that can be paid in any given year.

Description of Capital Structure

Equity

Share Capital

Taseko’s share capital consists of an unlimited number of no par value common shares. As of March 28, 2025, there were 315,875,348 common shares issued and outstanding and 11,161,200 stock options outstanding. All shares are required by law to be issued only as fully paid and non-assessable.

The holders of Taseko's common shares are entitled to one vote for each share on all matters submitted to a vote of shareholders.

There have been no changes in the classification of common shares (reclassifications, consolidations, reverse splits or the like) within the previous five years. All common shares of Taseko rank pari passu (i.e. equally) for the payment of any dividends and distributions in the event of a wind-up.

There are no constraints imposed on the foreign ownership of securities of Taseko, however an acquisition of control of Taseko by a non-Canadian would be subject to a review by the Canadian government under its foreign investment laws if the aggregate acquisition price were to exceed certain thresholds all of which are much higher than the Company's current implied value.

Indebtedness and Other Financing Arrangements

Taseko

Senior Secured Notes

On April 23, 2024, the Company completed an offering of US$500 million aggregate principal amount of senior secured notes maturing on May 1, 2030, and bearing interest at an annual rate of 8.25%, payable semi-annually on May 1 and November 1. The majority of the proceeds from the 2030 Secured Notes were used to redeem the outstanding 2026 Notes. The remaining proceeds, net of transaction costs, call premium, and accrued interest, of approximately $110 million (US$81 million), were available for capital expenditures, including for Florence Copper and Gibraltar, working capital, and general corporate purposes.

The 2030 Secured Notes are secured by liens on the shares of Taseko's wholly owned subsidiary, Gibraltar Mines, and the subsidiary's rights under the joint venture agreement related to Gibraltar, as well as the shares of Curis, Florence Holdings and Cariboo. The 2030 Secured Notes are guaranteed by each of Taseko's existing and future restricted subsidiaries. The liens on the collateral securing the notes and the guarantees rank junior in priority to the corresponding liens of the revolving credit facility. The Company is also subject to certain restrictions on asset sales, issuance of preferred stock, dividends, and other restricted payments. However, there are no maintenance covenants with respect to the Company's financial performance.

The Company may redeem some or all of the 2030 Secured Notes at any time on or after November 1, 2026, at redemption prices ranging from 104.125% to 100%, plus accrued and unpaid interest to the date of redemption. Prior to November 1, 2026, all or part of the notes may be redeemed at 100%, plus a make-whole premium, plus accrued and unpaid interest to the date of redemption. Until November 1, 2026, the Company may redeem up to 10% of the aggregate principal amount of the notes, at a redemption price of 103%, plus accrued and unpaid interest to the date of redemption. In addition, until November 1, 2026, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Secured Notes, in an amount not greater than the net proceeds of certain equity offerings, at a redemption price of 108.25%, plus accrued and unpaid interest to the date of redemption. On a change of control, the 2030 Notes are redeemable at the option of the holder at a price of 101%.

Revolving Credit Facility

The Company has in place a US$110 million Credit Facility, which matures in November 2027. The Credit Facility is secured by first liens against Taseko's rights under the Gibraltar joint venture, as well as, the shares of Gibraltar Mines, Curis, Cariboo and Florence Holdings. The Credit Facility will be available for capital expenditures, working capital and general corporate purposes.

Amounts outstanding under the Credit Facility bear interest at the Adjusted Term SOFR rate plus an applicable margin and have a standby fee of 1.00%. As at December 31, 2024, no amount was advanced under the Credit Facility.

The Credit Facility has customary covenants for a revolving credit facility. Financial covenants include a requirement for the Company to maintain a senior debt leverage ratio, an interest coverage ratio, a minimum tangible net worth and a minimum liquidity amount as defined under the Credit Facility. The Company was in compliance with these covenants as at December 31, 2024.

Consideration Payable to Sojitz Corporation

On March 15, 2023, Taseko completed the acquisition of an additional 12.5% interest in the Gibraltar Mine from Sojitz. Gibraltar is operated through a joint venture which is owned 75% by Taseko and 25% by Cariboo. Under the terms of the Agreement, Taseko acquired Sojitz's 50% interest in Cariboo, and an effective 87.5% interest in the Gibraltar Mine.

The acquisition price payable to Sojitz consisted of a minimum amount of $60 million payable over a five-year period and contingent performance payments that are payable annually over five years, depending on Gibraltar mine total copper revenues (including price adjustments) and annual average copper prices. An initial $10 million was paid to Sojitz upon closing and the remaining minimum amounts are payable in $10 million annual instalments between 2024 and 2028. There is no interest payable on the minimum amounts and the second and third instalments of $10 million were paid in February 2024 and February 2025, respectively.

The annual contingent performance payments are only payable if the average LME copper price exceeds US$3.50 per pound in a year. The payments are calculated by multiplying Gibraltar Mine total copper revenues by a price factor, which is based on a sliding scale ranging from 3% at US$3.50 per pound copper to a maximum of 17% at US$5.00 per pound copper or above, and Sojitz's attributable share of 12.5%. Total contingent performance payments cannot exceed $57 million over the five-year period, limiting the acquisition cost to a maximum of $117 million. A contingent performance payment of approximately $4.5 million for the 2023 calendar year was paid on April 1, 2024.

Cariboo

Consideration Payable to Dowa and Furukawa

On March 25, 2024, the Company completed the acquisition the remaining 12.5% interest in Gibraltar from Dowa and Furukawa. The acquisition price payable to Dowa and Furukawa ranges from a minimum of $117 million to a maximum of $142 million, with payments spread over a 10-year period and the amount and timing of these payments dependent upon LME copper prices and Gibraltar's cashflow.

An initial $5 million payment was 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 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.

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.

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 was terminated and Taseko now retains full marketing rights for 100% of Gibraltar's concentrate offtake going forward.

Gibraltar Mines Ltd.

Purchase and Sale Agreement with Osisko

On March 3, 2017, the Company entered into a silver stream purchase and sale agreement with Osisko, whereby the Company received an upfront cash deposit payment of US$33 million for Taseko's 75% share of payable silver production from the Gibraltar Mine until 5.9 million ounces of silver have been delivered to Osisko. After that threshold has been met, 35% of Taseko's 75% share of all future payable silver production from Gibraltar will be delivered to Osisko. Under the original agreement, Osisko paid US$2.75 per ounce for all the silver deliveries made under the contract however in 2020 this was subsequently reduced to zero.

On June 28, 2023, the Company entered into an amendment to its silver stream with Osisko and received US$10.3 million for the sale of an equivalent amount of its 87.5% share of Gibraltar payable silver production until 6,254,500 ounces of silver have been delivered to Osisko. After that threshold has been met, 30.625% of an equivalent amount of Taseko's share of all future payable silver production from Gibraltar will be delivered to Osisko.

On December 20, 2024, the Company further amended the silver stream with Osisko and received US$12.7 million for the sale of an equivalent amount of its 100% share of Gibraltar payable silver production until 6,811,603 ounces of silver have been delivered to Osisko. The manedment provided that after that threshold were met, 35% of all future payable silver production from Gibraltar would be delivered to Osisko. Taseko commenced silver deliveries to Osisko under the third amended agreement in January 2025 and expects to have delivered 6.8 million ounces by approximately 2044.

The silver sale agreement has a minimum term of 50 years and automatically renews for successive 10-year periods as long as Gibraltar mining operations are active. If the initial deposits are not fully reduced through silver deliveries at current market prices at time of the deliveries, a cash payment for the remaining amount will be due to Osisko at the expiry date of the agreement. The Company's obligations under the agreement are secured by a pledge of Taseko's interest in the Gibraltar Joint Venture and shares of Gibraltar Mines.

Gibraltar Mine (i.e. Gibraltar Joint Venture)

Secured Gibraltar Equipment Loans

The equipment loans are secured by most of the existing mobile mining equipment at the Gibraltar mine and commenced between December 2022 and December 2024 with monthly repayment terms of 48 months and with interest rates ranging between 6.3% to 9.4%.

Lease Liabilities

Lease liabilities include the Company's outstanding lease liabilities under IFRS 16 for various equipment at the Gibraltar Mine. The lease liabilities have monthly repayment terms ranging between 12 and 72 months.

Letter of Credit Facilities

The Gibraltar Mine has in place a $7 million credit facility for the purpose of providing letters of credit (or "LCs") to key suppliers of the Gibraltar Mine to assist with ongoing trade finance and working capital needs. Any LCs issued under the facility will be guaranteed by Export Development Canada under its Account Performance Security Guarantee program. The facility is renewable annually, is unsecured and contains no financial covenants.

Florence Copper

Mitsui Copper Stream Agreement

In December 2022, the Company signed agreements with Mitsui to form a strategic partnership to develop Florence Copper. Mitsui committed to an initial investment of US$50 million in the form of a copper stream agreement at Florence Copper.

Under the terms of the copper stream agreement, Mitsui's first deposit payment of US$10 million was available for drawdown after Florence Copper's UIC permit, became effective, with additional US$10 million instalments paid each quarter thereafter to fund project construction. Florence Copper is also required to deliver to Mitsui certain deliverables within its control to satisfy conditions precedent to Mitsui's initial and quarterly funding. Mitsui will receive 2.67% of the copper metal produced at Florence Copper (subject to specified penalty increases in participation in the event that construction is not completed within 24 months of the initial deposit date). Mitsui will pay a delivery price equal to 25% of the market price of copper delivered under the contract. The deposit will be applied to the differential between the market price and the 25% cash payment until the deposit is reduced to nil. The copper stream agreement will terminate once 40 million pounds of copper have been delivered to Mitsui.

The copper stream includes customary agreements relating to first lien security in favor of Mitsui against Florence Copper's property and assets, with an agreed subordination to certain permitted indebtedness for the project. Such security will be released when the deposit is reduced to nil. Each of Taseko, Curis, Florence Holdings, Florence Copper Holdings and FC-ISR has provided an unsecured financial guarantee of Florence Copper's obligations under the copper stream.

As part of the arrangement, Florence and Mitsui have entered into an offtake contract for 81% of the copper cathode produced at Florence Copper during the initial years of production. The offtake contract will terminate when the stream deposit has been reduced to nil or upon the earlier termination of the copper stream agreement.

Mitsui also received an option to invest an additional US$50 million for a 10% equity interest in Florence, which is exercisable by Mitsui within a three-year period following completion of construction of the commercial production facility. If Mitsui elects to exercise its equity option, these additional funds and the copper stream will be converted into a 10% equity interest in Florence. At that time, in addition to the copper stream terminating, the initial offtake agreement will cease and be replaced with a marketing agency agreement. Mitsui will retain customary minority protection rights upon becoming a 10% partner including restrictions on liens and indebtedness.

If the copper stream is not converted into an equity interest in Florence within the above-noted timeframe, Florence will have the right to buy-back 100% of the copper stream at a price based on an agreed commercial rate of return on Mitsui's investment. Furthermore, Mitsui's offtake entitlement would reduce from 81% to 30% for the remaining term of the offtake contract. If project completion of Florence Copper has not occurred by the third anniversary of the first US$10 million deposit payment (which will occur in January 2027), Mitsui may terminate the copper stream and demand repayment of the uncredited stream deposit.

Under the copper stream agreement with Mitsui, in certain circumstances following an event of default thereunder, Mitsui may terminate the agreement and demand payment of certain losses.

Mitsui's first US$10 million deposit payment was paid to Florence on January 26, 2024, with three subsequent US$10 million deposit payments received during 2024. The final US$10 million deposit was received on January 27, 2025.

Taurus Royalty Agreement

On January 15, 2024, the Company signed definitive agreements with Taurus pursuant to which it received US$50 million from Taurus in exchange for a perpetual gross revenue royalty interest in Florence Copper. The royalty rate is initially 1.95% of the gross revenue from the sale of all copper from Florence Copper for the life of the mine. If the project completion of Florence Copper, as defined under the agreements, is reached after July 31, 2025, the royalty rate increases to 2.05%. The royalty rate is subject to automatic ratchet adjustments depending on when the completion of Florence Copper occurs. Proceeds from the transaction are available to Florence Copper to fund the construction and development of the commercial production facility. The royalty is registered on title and is unsecured.  Under the purchase agreement with Florence Holdings, Taurus has a put right to transfer the royalty back to Florence Holdings upon the occurrence of certain circumstances, including specific breaches of the transaction document or if project completion of Florence Copper has not occurred by the long stop completion date of January 31, 2027. If Taurus exercises this put right, Florence Holdings shall pay to Taurus an amount based on the net present value of the royalty or, if the put right is exercised due to project completion being delayed beyond the long stop completion date, the original purchase price paid by Taurus. As part of the transaction, Taseko, Curis and Florence Holdings provided an unsecured guarantee to Taurus for the obligations of Florence Copper.

Florence Copper Equipment Loan Facility

On October 10, 2023, Florence entered into a Master Loan and Security Agreement (the "Master Agreement"), with Banc of America Leasing & Capital, LLC ("Banc of America") as lender. Under the terms of the Master Agreement, Banc of America can provide financing to Florence Copper from time to time for the acquisition of certain equipment pursuant to the promissory note to be issued in connection therewith. To secure the payment and performance of all obligations owing to Banc of America, Florence Copper granted to Banc of America a continuing security interest in and to the equipment financed pursuant to the Master Agreement. Additionally, Taseko provided an unsecured guarantee of Florence Copper's obligations to Banc of America.

Pursuant to the Master Agreement, Florence Copper LLC received US$20 million from Banc of America on October 10, 2023, which is scheduled to mature on October 25, 2028 and bears an interest rate of 9.39%. Principal and interest are payable in 60 consecutive monthly installments commencing on November 25, 2023. Florence Copper LLC also received US$5 million from Banc of America on December 11, 2023 at an interest rate of 9.06%. The principal and interest under this note are payable in 58 monthly installments commencing on January 25, 2024 until October 25, 2028 when the note matures.

The Master Agreement contains provisions requiring Florence Copper to maintain compliance with certain covenants. Among these are the requirements that (i) no lien, security interest or encumbrance be created on any equipment financed pursuant to the Master Agreement other than the security interest established under the Master Agreement, (ii) Florence Copper LLC insures each item of equipment against all risks, and (iii) Florence Copper LLC maintain comprehensive books and records regarding the use, operation, maintenance and repair of the equipment. The Master Agreement also contains certain customary events of default.

Letter of Credit Facilities

Florence Copper has in place a US$4 million credit facility for the sole purpose of issuing LCs to certain key contractors in conjunction with the development of Florence Copper. Any LCs issued under this facility will be guaranteed by EDC. The facility is renewable annually, is unsecured and contains no financial covenants. As at December 31, 2024, no LCs were issued and outstanding under this LC facility. 

Ratings

The following table sets out the ratings of Taseko's senior secured notes due 2030 by the rating agencies indicated as at March 28, 2025:

S&P Global Ratings ("S&P") credit ratings are on a long-term rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. On July 19, 2024, S&P reaffirmed Taseko a corporate credit rating of B-/Stable.

The stable outlook reflects its view that Taseko will maintain sufficient liquidity to fund the development of Florence Copper, supported by favorable copper prices, along with higher production and lower cash costs, will support Florence development spending in 2025, with increased free operating cash flow generation and stronger credit measures once commercial production commences. In the meantime, the Company faces several risks common to development project construction, including cost overruns and commodity price volatility.

The ratings from AAA to D may be modified by the addition of a plus (+) or a minus (-) sign to show relative standing within the major categories. In addition, S&P may add a rating outlook of "positive", "negative" or "stable" which assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years).

Moody’s Investors Service (“Moody’s”) credit ratings are on a long-term debt rating scale that ranges from AAA to C, which represents the range from highest to lowest quality of such securities rated. On November 4, 2024, Moody’s assigned Taseko a corporate family credit rating of B3/stable and a credit rating of B3 on the senior secured notes due 2030 with a stable outlook. Moody’s cited that Taseko is constrained by: 1) the concentration of cash flows from primarily one metal (copper) at a single mine; 2) by the inherent price volatility of copper which periodically results in high leverage during trough market prices; 3) execution risk for Florence Copper that includes permitting, and the technical risks of in-situ mining, which has not been used for a large scale copper project to date; and 4) Florence project capital spending that has partially been funded with debt that will be supported by Gibraltar cash flow until Florence is producing. Taseko benefits from its mine locations in favorable mining jurisdictions and long reserve life at Gibraltar and Florence. Taseko's metrics have historically demonstrated volatility, as changes in ore grade, strip ratio, copper prices, and the Canadian/US exchange rate can substantively change leverage. Moody’s view that Taseko's liquidity is adequate over the next 12 months. 

Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from AA through C. The modifier 1 indicates that the security ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of the generic category.

Fitch Ratings Inc. ("Fitch") credit ratings are on a long-term rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. On November 20, 2024, Fitch reaffirmed Taseko a corporate credit rating of B-/Stable. According to Fitch, this rating reflects Taseko's limited scale, concentration on one operation and cost position in the fourth quartile of the global copper cost curve. The Gibraltar Mine benefits from a stable production profile, a favorable mining jurisdiction and a long mine life. The stable outlook reflects Fitch's view that the Florence Project will go forward and limited Florence project financing.

The ratings from AAA to D may be modified by the addition of a plus (+) or a minus (-) sign to show relative standing within the major categories. In addition, Fitch may add a rating outlook of "positive", "negative" or "stable" which assesses the potential direction of a long-term credit rating over the intermediate term.

The credit ratings accorded to the senior secured notes by S&P, Moody's, and Fitch are not recommendations to purchase, hold or sell the senior notes as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.

Market for Securities

Taseko's common shares are listed on the TSX, NYSE American, and the LSE under the symbols TKO, TGB, and TKO, respectively. The following table shows the price ranges and average daily trading volume ("ADTV") traded by month in 2024, based on trading information published by each exchange.

Directors and Officers

As at March 28, 2025, the directors and executive officers of Taseko, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 8,013,300 common shares, representing less than five percent of the total number of common shares outstanding before giving effect to the exercise of options to purchase common shares held by such directors and executive officers. The statement as to the number of common shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers of Taseko as a group is based upon information furnished by the directors and officers as reflected on SEDI (www.sedi.ca).

With the exception of Crystal Smith, who was appointed as a director in November 2024, all other directors listed above, were re-elected at the annual general meeting held in June 2024. All directors have a term of office expiring at the next annual general meeting of Taseko.

All officers have a term of office lasting until their removal or replacement by the Board of Directors. However, there are certain employment agreements in place with respect to these persons which will affect any termination of services.

Committees of the Board of Directors

Audit and Risk Committee

The Audit and Risk Committee is comprised of Peter Mitchell (Chair), Ronald W. Thiessen and Anu Dhir.

Compensation Committee

The Compensation Committee is comprised of Kenneth Pickering (Chair), Anu Dhir and Peter Mitchell.

Nominating and Governance Committee

The Nominating and Governance Committee is comprised of Anu Dhir (Chair), Robert A. Dickinson and Peter Mitchell.

Environmental, Health and Safety Committee

The Environmental, Health and Safety Committee is comprised of Kenneth Pickering (Chair), Robert A. Dickinson, Rita Maguire and Russell Hallbauer.

Florence Project Committee

The Project Committee is comprised of Russell Hallbauer (Chair), Peter Mitchell and Kenneth Pickering.

Principal Occupations and Other Information

Anu Dhir, B.A. JD. - Director

Ms. Dhir has over 20 years' experience in the resources sector, most recently, as a co-founder and executive of ZinQ Mining, a private base and precious metals company which focuses on the Latin American Region. Prior to ZinQ Mining, she was Vice President, Corporate Development and Corporate Secretary at Katanga Mining Limited. Ms. Dhir is the chair of privately held Heritage Environmental Services, LLC.

Ms. Dhir currently serves as a non-executive director of Capital Limited, a LSE listed mining services company and serves on the board of TSX-listed Montage Gold Corp. 

Ms. Dhir is a graduate of the General Management Program (GMP) at Harvard Business School and has a law degree (Juris Doctor) from Quinnipiac University and a Bachelor of Arts (BA) from the University of Toronto. Ms. Dhir is, or within the past five years, was a director of the following public companies:

Robert A. Dickinson, B.Sc., M.Sc. - Director

Mr. Dickinson is an economic geologist who serves as a member of management of several mineral exploration companies, primarily those for which Hunter Dickinson Services Inc. provides services.

He holds B.Sc. (Economic Geology) and M.Sc. (Finance) degrees from the University of British Columbia (BC). A strong advocate for the minerals industry, he was a long time Director of the Britannia Mine Museum and trustee of MineralsEd, a very successful mineral resources education program developed for all BC teachers.

Mr. Dickinson was Canada's Mine Developer of the Year in 1990 and British Columbia's Mining Person of the Year in 2000. He and the HDI directors received the Pacific Ernst & Young Entrepreneur of the Year in 2004 and he and the Northern Dynasty team won the Thayer Lindsley International Discovery Award for the Pebble East deposit in 2007. He has also been recognized with the 2008 A.O. Dufresne Award for his contributions to exploration and mining in British Columbia and the 2010 Charles F. Rand Memorial Gold Medal for distinguished achievement in mining administration. In 2012, Mr. Dickinson and co-founder of HDI, Robert Hunter were inducted into the Canadian Mining Hall of Fame in recognition of their demonstrated outstanding lifetime achievements benefiting the Canadian minerals industry.

Mr. Dickinson is, or within the past five years was, an officer and/or director of the following public companies:

Russell E. Hallbauer - Director

Mr. Hallbauer has been an integral part in the mining industry for the past 35 years. Since joining Taseko in 2005 as President, CEO and Director, Mr. Hallbauer has led the Taseko team in the advancement of the Company through production expansion and asset acquisitions. In 2021, Mr. Hallbauer retired from his position of President and CEO, but remains a Director of Taseko.

Prior to joining Taseko, Mr. Hallbauer was Senior Mining Executive at Teck Cominco Ltd. where he oversaw the Highland Valley Copper mine in central BC and was Chairman of the Joint Venture Compañía Minera Antamina in Peru. Mr. Hallbauer has also served as Teck Cominco’s General Manager of Coal Operations responsible for the Bullmoose, Quintette and Elkview Mines.

A British Columbia Institute of Technology and Colorado School of Mines alumnus, he has been recognized as a leader in the mining industry receiving the Ernst & Young Entrepreneur of the Year award in 2010. In addition, Mr. Hallbauer was awarded the Selywn Blaylock Award from Canadian Institute of Mining and Metallurgy in recognition of his work in the advancement and development of the mineral industry in Western Canada. 

Mr. Hallbauer is, or within the past five years was, an officer and/or director of the following public companies:

Rita Maguire - Director

Ms. Maguire is a practicing attorney in Phoenix, Arizona focusing her legal practice in the areas of water, environmental, mining and administrative law. Ms. Maguire represents clients in legal matters involving regulatory compliance and permitting, water management and conservation, environmental litigation, and land use planning. Ms. Maguire has served as the founding President and CEO of the Arizona Center for Public Policy, as Director of the Arizona Department of Water Resources and as Deputy Chief of Staff for Governor Fife Symington. She began her career with ConocoPhillips, in the International Crude Oil Trading Department at its headquarters in Houston, Texas.

Ms. Maguire holds three degrees from Arizona State University: a Juris Doctorate received in 1988, a Masters in Business Administration received in 1979, and a Bachelor of Science received in 1977. She was awarded an AV-Preeminent Rating by Martindale-Hubbell, and was awarded the Michael J. Brophy Distinguished Service Award by the Environmental Law and Natural Resources Section of the Arizona State Bar. In 2001, Ms. Maguire was awarded the Outstanding Alumnus of the Sandra Day O'Connor College of Law.

Ms. Maguire is, or within the past five years was, an officer and/or director of the following public companies:

Stuart McDonald, CPA, CA - President, CEO and Director

Mr. McDonald is a senior corporate executive with over 25 years of experience in mining, corporate development, finance and management roles. He joined Taseko as Chief Financial Officer in 2013 and was appointed President & CEO in July 2021. Mr. McDonald has been a key member of the team that acquired and developed Florence Copper, which is now poised to become a major new supplier of low-carbon copper in Arizona. He has also led Taseko through several significant transactions, including the Company’s most recent US$500 million bond refinancing, and strategic partnership with Mitsui.

Prior to Taseko, Mr. McDonald was CFO of Quadra FNX Mining Ltd. and its predecessor Quadra Mining Ltd., a mid-tier copper producer with five operating mines in Canada, Arizona, Nevada, and Chile. He also held senior executive roles with Yukon Zinc Corp. and Cumberland Resources Ltd. prior to its acquisition by Agnico-Eagle Mines in 2007.

A graduate of the University of British Columbia, Mr. McDonald holds a Bachelor of Commerce (Finance) degree and is a Chartered Professional Accountant (CPA).

Mr. McDonald is, or within the past five years was, an officer of the following public companies:

Peter Mitchell, CPA, CA - Director

Mr. Mitchell is a Chartered Professional Accountant (CPA, CA) with over 35 years of senior financial management experience in both public and private equity sponsored companies. Most recently, he was Senior Vice President and Chief Financial Officer of Coeur Mining, Inc., a precious metals producer operating mines throughout North America. Peter joined Coeur in 2013 and was responsible for investor relations, financial planning and analysis, financial reporting, information technology, tax and compliance, in addition to serving as a key team member on the company's acquisition and divestiture team as well as leading all capital markets activity in multiple equity and debt financings.

Previously, he held executive leadership positions in finance and operations with a variety of U.S. and Canadian companies, among them Taseko Mines Limited, Vatterott Education Centers, Von Hoffmann Corporation and Crown Packaging Ltd. He is currently a member of the Board of Directors of Stabilis Energy, Inc and Northcliff Resources Ltd. where in both cases, he is also the Audit Committee Chair. He earned a BA in Economics from Western University and an MBA in Finance from the University of British Columbia.

Mr. Mitchell is, or within the past five years was, an officer of the following public companies:

Kenneth Pickering - Director

Mr. Pickering is a Professional Engineer and mining executive with 45 years of experience in the natural resources industry, building and operating major mining operations in Canada, Chile, Australia, Peru and the US. Mr. Pickering is currently an international mining operations and project development private consultant. Prior to this role he held a number of senior positions worldwide over a 39 year career with BHP Billiton Base Metals including President of Minera Escondida Ltda. He is a graduate of the University of British Columbia (BASc) and AMP Harvard Business School.

Mr. Pickering was intimately involved in the planning, development and initial operation of the Escondida copper project and through several subsequent expansion phases that placed Escondida as the single largest copper mine in the world.

Mr. Pickering is, or within the past five years was, a director of the following public companies:

Crystal Smith, ICD.D. - Director

In her role as elected Chief Councillor of the Haisla Nation since 2017, Crystal Smith has been immersed in business and project development in BC.  During her tenure as Chief Councillor, she has led the Haisla Nation’s involvement with LNG Canada, the first LNG export facility on Canada’s West Coast. She is also instrumental in Cedar LNG, the world’s first Indigenous majority-owned LNG project, which completed federal and provincial environmental assessment processes in 2023 and achieved a final investment decision in June 2024. Under her leadership, the Haisla Nation has established numerous joint ventures and limited partnerships for the benefit of the Nation.

Ms. Smith is Chair of the First Nations LNG Alliance, an advocacy group of Indigenous governments and organizations pursuing an expanded liquified natural gas industry in Western Canada. She also serves as a Director for the First Nations Climate Initiative, a group that promotes responsible economic development.

Ms. Smith obtained her ICD.D Designation through the ICD-Rotman Directors Education Program in January of 2023 and joined the Taseko board in November 2024.

Ms. Smith is, or within the past five years, was a director of the following public companies:

Ronald W. Thiessen, CPA, FCA - Chairman of the Board and Director

Mr. Thiessen holds a Bachelors of Commerce degree from the University of Saskatchewan and a Chartered Professional Accountant designation. Since the 1980's, he has concentrated on the management and financing of public and private companies. As Director of Corporate Development for HDI, beginning in 1996, and as President and Chief Executive Officer since 2000, he and his associates have completed in excess of 20 property or project acquisitions, raised over $1.4 billion in equity financing, and built an impressive portfolio of advanced mineral exploration, development and mining projects.

Mr. Thiessen and the HDI directors won the Pacific Ernst & Young Entrepreneur of the Year in 2004, and he and the Northern Dynasty team received the Thayer Lindsley International Discovery Award for the Pebble East deposit in 2007. He was awarded the E.A. Scholz Award for excellence in mine development in 2008 and was named the Business Person of the Year by the Canada-Southern Africa Chamber of Business in 2011. Most recently, he was presented with the 2013 William Lawrence Saunders Gold Medal from the Society for Mining, Metallurgy & Exploration and a fellowship (FCPA, FCA) from the Chartered Professional Accountants of British Columbia.

Mr. Thiessen is, or within the past five years was, an officer and/or director of the following public companies:

Brian Bergot - Vice President, Investor Relations

Mr. Bergot has been a member of the Taseko team since 2006. Beginning in marketing and logistics, he has held roles of ever-increasing responsibility, culminating in his appointment as Taseko's Vice President, Investor Relations in 2014.

With more than 30 years in the natural resource and investor relations, he has been responsible for expanding the Taseko's shareholder base in the North American and European markets.

Prior to his career in mining, Brian spent 14 years at Methanex Corporation, a $4 billion BC-based chemical company. At Methanex, he held a number of corporate and operational roles including investor relations and marketing and logistics.

Mr. Bergot is, or within the past five years was, an officer of the following public companies:

Bryce Hamming, CFA, CPA, CA - Chief Financial Officer

Mr. Hamming joined Taseko in 2018 and was appointed Chief Financial Officer in June 2019.

With more than a 20-plus year finance career, Mr. Hamming is responsible for Taseko's corporate finance, corporate development, treasury, tax and accounting oversight. Mr. Hamming has played a key role in Taseko's financing activities since joining the company, which includes negotiating and executing elements of Taseko's US$500 million 8.25% Senior Secured Notes, US$110 million Credit Facility, the acquisition of Cariboo and Florence financing initiatives including Mitsui's and Taurus' investments.

Prior to joining the Taseko team, Mr. Hamming was a financial advisor to Seaspan Corporation on a variety of business development and corporate finance initiatives, CFO of Northcliff Resources, and a corporate finance director with Hunter Dickinson group, working on their various mining development projects across North America. Internationally, Bryce was a member of the Royal Bank of Scotland's debt capital markets origination team, and Ernst & Young LLP's mining transaction advisory groups, both based out of London, UK. He articled in Canadian tax with KPMG LLP (Vancouver).

A Chartered Financial Analyst (CFA) and Chartered Professional Accountant (CPA), Mr. Hamming earned his Bachelor of Business Administration from Simon Fraser University.

Mr. Hamming is, or within the past five year was, an officer of the following public companies.

Sean Magee - Vice President, Corporate Affairs

Mr. Magee joined Taseko in September 2021 as Vice President Corporate Affairs and is responsible for leading Taseko's public affairs and community relations programs, as well as for government relations, corporate communications, media, and policy initiatives.

Mr. Magee has more than 25 years' experience as a public affairs professional supporting mining and other natural resource industries in Canada and throughout North America - most recently as Principal of regulatory and public affairs consulting firm One-eighty Consulting Group Inc., and previously in senior executive roles with a number of publicly traded companies. In these roles, he provided senior public affairs and management counsel to a suite of mineral exploration and development, mining and energy companies, with direct responsibility for strategic communication planning, issues and crisis management, ESG and sustainability programs and partnerships, public and stakeholder consultation, Indigenous engagement, government relations and reputation management.

He is a former journalist, speechwriter and media trainer, with extensive experience working on high profile development projects in Canada and the United States.

Mr. Magee is, or within the past five years was, an officer of the following public companies:

Robert Rotzinger, P.Eng. - Vice-President, Capital Projects

Mr. Rotzinger has been employed with Taseko and its predecessors for more than 25 years, beginning as a mechanical engineer and steadily progressing to more senior roles. Rob has been a key contributor to the Company's $800 million capital investment program at Gibraltar, overseeing the $325 million Gibraltar Development Plan 3, as well as the Florence Copper development in Arizona, and other future capital projects.

In 2008 Rob was recognized with a PowerSmart Award from BC Hydro for Outstanding Energy Efficient Project, and again in 2010 for the Application of New Energy Efficient Technology. Also in 2010, he was the co-recipient of the Association of Mineral Exploration of British Columbia's (AMEBC) E.A. Scholz Award for Excellence in Mine Development for the modernization projects at Gibraltar Mine. His most recent peer recognition was in 2015 when named Mineral Processor of the Year by the Canadian Mineral Processors (CMP) Group.

The current Chair of the Mining Association of B.C., Robert earned a Bachelor of Applied Science (Mechanical Engineering) from the University of British Columbia. He is a Professional Engineer (P.Eng.) registered with Engineers and Geoscientists B.C.

Mr. Rotzinger is, or within the past five years was, an officer of the following public companies:

Terry Morris - Vice President, Operations

Mr. Morris is a professional mining engineer with nearly 20 years of experience in mining operations management, mine planning, and regulatory compliance. He joined Taseko in 2023 and is responsible for overseeing and providing guidance on operational aspects across the entire organization, including Gibraltar, Florence Copper, and the Company's developmental projects.

Prior to joining Taseko, Mr. Morris was with Barrick Gold in mine management roles at Pueblo Viejo in the Dominican Republic, and the Turquoise Ridge and Phoenix mines in Nevada, USA. He previously held senior operating and management roles with Peabody Australia, Westmoreland Coal and Teck Resources.

Mr. Morris holds a Bachelor of Science in Mining Engineering from the University of Alberta and a Graduate Diploma in Business Administration from Simon Fraser University.

Mr. Morris is, or within the past five years was, an officer of the following public companies:

Trevor Thomas, LLB - Secretary

Mr. Thomas has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as in-house positions and is currently general counsel for Hunter Dickinson Inc. Prior to joining Hunter Dickinson Inc. he served as in-house legal counsel with Placer Dome Inc.

Mr. Thomas is, or within the past five years was, an officer and/or director of the following public companies:

Richard Tremblay, P.Eng., MBA - Chief Operating Officer

Mr. Tremblay possesses over 30 years of experience in mining, specializing in Open Pit Mining and Mineral Processing. Mr. Tremblay joined Taseko as General Manager at the Gibraltar Mine in 2014, was appointed Vice President & General Manager in 2016, Vice President Operations in 2019 and Senior Vice President, Operations in 2021 before being appointed COO in December 2023.

At Taseko, Mr. Tremblay's responsibilities include the overseeing of the permitting process and operations of Florence Copper in Arizona, as well as operations at Taseko's flagship Gibraltar Mine and all the development projects.

Prior to joining Taseko, Mr. Tremblay's experience includes roles ranging from Superintendent to Vice President, Operations, with Teck Coal and Elk Valley Coal Corporation. Highly regarded and active in the industry, he was named 2018 Mining Person of the Year by the Mining Association of BC for his work on the BC Health, Safety and Reclamation Code Committee and the Mining Jobs Task Force. From 2007 to 2009, he served as the Chair of the B.C. Mine Managers Committee.

Mr. Tremblay earned a Master of Business Administration (MBA) from Simon Fraser University, and a Bachelor of Science (Chemical Engineering) from Queen's University. He is a Professional Engineer (P.Eng.) registered with Engineers and Geoscientists BC.

Mr. Tremblay is, or within the past five years was, an officer of the following public companies:

Richard Weymark, P.Eng., MBA - Vice President, Engineering

Mr. Weymark joined Taseko as Chief Engineer in July 2018 and was appointed Vice President, Engineering in July 2021. Prior to joining Taseko, he held progressively senior roles at Teck Resources' Highland Valley Copper operations in mine engineering, mine operations, business improvement and tailings dam construction.

Mr. Weymark's primary focus is the advancement of the engineering and environmental aspects of Taseko's pipeline of development projects. Under Richard's leadership, Taseko has added 6 additional years of mine life at Gibraltar and enhanced both the economic and environmental performance of the Yellowhead Project design.

Mr. Weymark is a Qualified Person as defined by NI 43-101. He holds a Bachelor of Applied Science in Mining Engineering from the University of British Columbia (UBC), a Master of Business Administration from Queen's University and is a Professional Engineer (P.Eng.) registered with Engineers and Geoscientists BC. He is a member of the UBC Mining Engineering Department Industry Advisory Committee and an executive of the CIM Surface Mining Society. Mr. Weymark is, or within the past five years was, an officer of the following public companies:

TCFD Statement

As a company listed on the International Commercial Companies Segment of the London Stock Exchange, we are required under UK Listing Rule ("UKLR") 14.3.24 to report on a ‘comply or explain’ basis against the Task Force on Climate-related Financial Disclosures ("TCFD") Recommendations and Recommended Disclosures in respect of the financial year ended December 31, 2024. 

The Company believes that the Sustainability Accounting Standards Board ("SASB") is the most appropriate system to guide its sustainability and climate related disclosures given its focus on key sectoral risks, on generating value and benefits for stakeholders, and concentrating reporting on the metrics that matter most.

The TCFD Recommendations and Recommended Disclosures in relation to Governance, Strategy, Risk Management and Metrics and Targets have therefore not been included in this report or elsewhere although the SASB standards have demonstrated considerable alignment with the TCFD recommendations as documented in the 2017 Annex "Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures".

The Company continues to closely monitor the TCFD Recommendations and Recommended Disclosures such that if and when the timing is right and those standards become more appropriate, they may be adopted.

The Company's sustainability and climate related disclosures are contained in its Sustainability Report for the year ended December 31, 2023 available on the Company's website at www.tasekomines.com/sustainability/overview.

Diversity Statement

As at December 31, 2024, 33.3% of the board comprises women, with two directors from ethnic minority backgrounds. None of the senior positions of the board identified in UKLR 14.3.30(1)(a)(ii) are held by women.

Data for the below tables is collected on an annual basis through a standardized process under which each member of the board is asked to self-declare, or elect not to declare, their ethnic background and gender identity or sex. The information is correct as at December 31, 2024.

Gender Identity or Sex

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or executive officer of Taseko is as of the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company that was the subject of a cease trade order or similar penalty or sanction while that person was acting in that capacity, or was the subject of a cease trade order or similar penalty or sanction after the director or executive officer ceased to act in that capacity and which resulted from any event that occurred while that person was acting in the capacity of a director or executive officer.

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Potential Conflicts of Interest

Several directors of Taseko also serve as directors of one or more other resource companies involved in mineral exploration and/or development. It may occur from time to time that as a consequence of their activity in the mineral industry and serving on such other boards that a director may become aware of potential resource property opportunities which are of interest to more than one of the companies on whose boards that person serves.

Furthermore, it is possible that the directors of Taseko and the directors of one or more such other companies may also agree to allow joint participation on Taseko's properties or the properties of that other company. Accordingly, situations may arise in the ordinary course which involves a director in an actual or potential conflict of interest as well as issues in connection with the general obligation of a director to make corporate opportunities available to the company on which the director serves. In all such events, any director who might have a disclosable financial interest in a contract or transaction by virtue of office, employment or security holdings or other such interest in another company or in a property interest under consideration by the Taseko Board, would be obliged to abstain from voting as a Taseko director in respect of any transaction involving that other company(s) or in respect of any property in which an interest is held by him. The directors will use their best business judgment to help avoid situations where conflicts or corporate opportunity issues might arise and they must at all times fulfill their duties to act honestly and in the best interests of Taseko.

Legal Proceedings and Regulatory Actions

The Company has not been subject to any securities regulatory authority action or other regulatory authority action or court penalty or sanction.

Interest of Management and Others in Material Transactions

None of the directors or senior officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction of the Company other than as set out herein.

Transfer Agent and Registrar

The Company's registrar and transfer agent for its common shares is Computershare Investor Services Inc. at its offices in Vancouver, British Columbia.

Material Contracts

The following contracts are considered material and have been filed at www.sedarplus.ca:

(a) Joint Venture Operating Agreement with Cariboo, dated March 18, 2010, whereby the Gibraltar Mine is operated in a 75:25 joint venture with Cariboo;

(b) 2030 Secured Note Indenture, dated as of April 23, 2024, between the Company and each of the Guarantors Party, and The Bank of New York Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian Co-Trustee and Collateral Agent. Information on the terms of the 2030 Secured Notes and the 2030 Secured Note Indenture is incorporated by reference from the Company's material change report dated April 23, 2024 filed on SEDAR+ on April 30, 2024;

(c) Credit Agreement dated October 4, 2021, between Taseko Mines Limited as borrower and certain of its restricted subsidiaries as guarantors, restricted subsidiaries and/or obligors and the lenders from time to time party to this agreement as lenders and National Bank of Canada in its capacity as Agent;

(d) Purchase Agreement between Sojitz Corporation and Taseko Mines Limited dated as of February 21, 2023 and filed on SEDAR+ on March 3, 2023; and

(e) Purchase Agreement between Dowa Metals & Mining Co., Ltd., Furukawa Co., Ltd. and Taseko Mines Limited dated as of March 25, 2024 and filed on SEDAR+ on March 27, 2024.

Interests of Experts

The following is a list of the persons or companies named as having prepared or certified a statement, report or valuation, in this AIF either directly or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the person or company:

(a) KPMG LLP, Chartered Professional Accountants, who have issued reports of independent registered public accounting firm dated February 19, 2025 in respect of the Company's consolidated financial statements as of December 31, 2024 and for the fiscal year ended December 31, 2024 and the Company's internal control over financial reporting as of December 31, 2024;

(b) Richard Weymark, P.Eng., MBA, Vice President Engineering, authored the "Technical Report on the Mineral Reserve Update at the Gibraltar Mine" dated March 30, 2022, the "Technical Report on the Mineral Reserve Update at the Yellowhead Copper Project" dated January 16, 2020, and the "NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona" dated March 30, 2023 which has an effective date of March 15, 2023, and reviewed and approved the information herein relating to the Gibraltar, Florence Copper, Yellowhead Copper, New Prosperity and Aley projects;

(c) Robert Rotzinger, P.Eng., Vice President Capital Projects, authored the "NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona" dated March 30, 2023 which has an effective date of March 15, 2023; and

(d) Richard Tremblay, P.Eng., MBA, Chief Operating Officer, authored the "NI 43-101 Technical Report Florence Copper Project, Pinal County, Arizona" dated March 30, 2023 which has an effective date of March 15, 2023.

To our knowledge, none of Richard Weymark, Robert Rotzinger or Richard Tremblay hold, directly or indirectly, more than 1% of our issued and outstanding common shares.

For the period of their reports and up to the date of the cessation of their auditor appointment on March 14, 2025, KPMG have confirmed that they were independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and also that they were independent accountants with respect to the Company under all relevant US professional and regulatory standards.

Based on information provided by the relevant persons, and except as otherwise disclosed in this AIF, none of the persons or companies referred to above has received or will receive any direct or indirect interests in our property or the property of an associated party or an affiliate of ours.

Additional Information

Additional information, including additional financial information, material change reports, directors' and officers' remuneration, indebtedness of officers, executive stock options and interests of management and others in material transactions, where applicable, is contained in annual financial statements, MD&A, proxy circulars and interim financial statements available under the Company's profile at the SEDAR+ website (www.sedarplus.ca).

The following documents can be obtained upon request from Taseko’s Shareholder Communication Department by calling (778) 373-4533:

I. this AIF, together with any document incorporated herein by reference;

II. the annual report and MD&A of the Company and any interim financial statements and MD&A filed with Securities Commissions subsequent to the audited financial statements for the Company's most recently completed financial year; and

III. the Proxy Circular for the June 13, 2024 annual general meeting of the Company dated May 10, 2024.

The Company may require the payment of a reasonable charge from persons, other than security holders of the Company, requesting copies of these documents.

Audit and Risk Committee

The Audit and Risk Committee has adopted a charter that sets out its mandate and responsibilities, and is attached to this AIF as Appendix A.

Composition of Audit and Risk Committee

The Audit and Risk Committee, consisting of Peter Mitchell (Chair), Ronald Thiessen and Anu Dhir, reviews all financial statements of the Company prior to their publication, meets with the auditors as part of their review of audit findings, considers the adequacy of audit procedures, recommends the appointment of independent auditors, reviews and approves the professional services to be rendered by them and reviews fees for audit services. The charter has set criteria for membership which all members of the Audit and Risk Committee are required to meet consistent with National Instrument 52-110 Audit Committees and other applicable regulatory requirements. The Audit and Risk Committee, as needed, meets separately (without management present) with the Company's auditors to discuss the various aspects of the Company's financial statements and the independent audit.

Each Audit and Risk Committee member is an independent director and is financially literate. Mr. Mitchell is the Audit and Risk Committee's Chairman. Messrs. Mitchell and Thiessen are financial experts.

Relevant Education and Experience

Disclosure respecting the education and experience of the Audit and Risk Committee is provided in their biographies above. As a result of their education and experience, each member of the Audit Committee has familiarity with, an understanding of, or experience in:

• the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
• reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements; and
• internal controls and procedures for financial reporting.

Code of Ethics

Taseko has adopted a code of ethics that applies to all directors, officers and employees of the Company, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other senior finance staff. 

(1) “Audit Fees” for the years ended December 31, 2024 and 2023 includes administrative costs and disbursements related to professional services rendered.

(2) “Audit Related Fees” includes services that are traditionally performed by the auditor.

(3) “Tax Fees” includes US and Canadian tax advisory and transfer pricing assistance for Florence Copper LLC. 

Pre-Approval Policies and Procedures

Management of the Company requests approval from the Audit and Risk Committee for all audit and non-audit services to be provided by the Company's auditors. The Audit and Risk Committee pre-approves all such services with set maximum dollar amounts for each itemized service. During such deliberations, the Audit and Risk Committee assesses, among other factors, whether the services requested would be considered "prohibited services" as contemplated under Canadian independence standards and by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors. No audit-related fees, tax fees or other non-audit fees for such "prohibited services" were approved by the Audit and Risk Committee.

APPENDIX A

Audit and Risk Committee Charter

1. Purpose: Responsibilities and Authority

The Audit and Risk Committee (the "Audit Committee" or "Committee") shall carry out its responsibilities under applicable laws, regulations and stock exchange requirements with respect to the employment, compensation and oversight of the Company's independent auditor, and other matters under the authority of the Committee. The Committee also shall assist the Board of Directors in carrying out its oversight responsibilities relating to the Company's financial, accounting and reporting processes, the Company's system of internal accounting and financial controls, the Company's compliance with related legal and regulatory requirements, and the fairness of transactions between the Company and related parties. In furtherance of this purpose, the Committee shall have the following responsibilities and authority:

(a) Relationship with Independent Auditor.

(i) Subject to the law of British Columbia as to the role of the Shareholders in the appointment of independent auditors, the Committee shall have the sole authority to appoint or replace the independent auditor.

(ii) The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

(iii) The independent auditor shall report directly to the Committee.

(iv) The Committee shall approve in advance all audit and permitted non-audit services with the independent auditor, including the terms of the engagements and the fees payable; provided that the Committee Chairman may approve services to be performed by the independent auditors and the fee therefor between Committee meetings if the amount of the fee does not exceed $50,000, provided that any such approval shall be reported to the Committee at the next meeting thereof. The Committee may delegate to a subcommittee the authority to grant pre-approvals of audit and permitted non-audit services, provided that the decision of any such subcommittee shall be presented to the full Committee at its next scheduled meeting.

(v) At least annually, the Committee shall review and evaluate the experience and qualifications of the lead partner and senior members of the independent auditor team.

(vi) At least annually, the Committee shall obtain and review a report from the independent auditor regarding:

(A) the independent auditor's internal quality-control procedures;

(B) any material issues raised by the most recent internal quality-control review, or peer review, of the auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

(C)  any steps taken to deal with any such issues; and

(D)  all relationships between the independent auditor and the Company.

(vii) At least annually, the Committee shall evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.

(viii) The Committee shall ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit, the concurring partner responsible for reviewing the audit, and other audit partners as required by law.

(ix) The Committee shall consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.

(x) The Committee shall recommend to the Board policies for the Company's hiring of employees or former employees of the independent auditor who were engaged on the Company's account or participated in any capacity in the audit of the Company.

(xi) The Committee shall oversee the implementation by management of appropriate information technology systems for the Company, including as required for proper financial reporting and compliance.

(b) Financial Statement and Disclosure Review.

(i) The Committee shall review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be filed with applicable securities regulatory authorities and included in the Company's annual reports.

(ii) The Committee shall review and discuss with management (and, to the extent the Committee deems it necessary or appropriate, the independent auditor) the Company's quarterly financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether such financial statements should be filed with applicable securities regulatory authorities.

(iii) The Committee shall review and discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including the independent auditor's assessment of the quality of the Company's accounting principles, any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls over financial reporting, and any special steps adopted in light of material control deficiencies.

(iv) At least annually and prior to the publication of annual audited financial statements, the Committee shall review and discuss with management and the independent auditor a report from the independent auditor on:

(A) all critical accounting policies and practices used by the Company;

(B) all alternative accounting treatments of financial information that have been discussed with management since the prior report, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the independent auditor, and an explanation of why the independent auditor's preferred method was not adopted; and.

(C) other material written communications between the independent auditor and management since the prior report, such as any management letter or schedule of unadjusted differences, the development, selection and disclosure of critical accounting estimates, and analyses of the effect of alternative assumptions, estimates or GAAP methods on the Company's financial statements.

(v) Prior to their filing or issuance, the Committee shall review the Company's Annual Information Form/Annual Report to the SEC, quarterly and annual earnings press releases, and other financial press releases, including the use of "pro forma" or "adjusted" non-GAAP information.

(vi) The Committee shall review and discuss with management the financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be specific or it may be in general regarding the types of information to be disclosed and the types of presentations to be made.

(c) Conduct of the Annual Audit. The Committee shall oversee the annual audit, and in the course of such oversight the Committee shall have the following responsibilities and authority:

(i) The Committee shall meet with the independent auditor prior to the audit to discuss the planning and conduct of the annual audit, and shall meet with the independent auditor as may be necessary or appropriate in connection with the audit.

(ii) The Committee shall ascertain that the independent auditor is registered and in good standing with the Canadian Public Accounting Board and the Public Company Accounting Oversight Board ("PCAOB") and that the independent auditor satisfies all applicable Canadian independence standards (Canadian Auditing Standard 200), PCAOB Rule 3526 and SEC Regulation S-X, Section 2-01. The Committee shall obtain from the auditor a written statement description of all relationships between the auditor and the Company and persons in a financial reporting oversight role at the Company as per PCAOB Rule 3526, that may reasonably be thought to bear on independence.

(iii) The Committee shall discuss with the independent auditor the matters required to be discussed by PCAOB Auditing Standard No. 16 and Canadian Auditing Standard 260 relating to the conduct of the audit.

(iv) The Committee shall obtain from the independent auditor assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934 and that, in the course of conducting the audit, the independent auditor has not become aware of information indicating that an illegal act has or may have occurred or, if such an act may have occurred, that the independent auditor has taken all action required by Section 10A(b) of the Securities Exchange Act of 1934.

(v) The Committee shall make such inquiries to the management and the independent auditor as the Committee members deem necessary or appropriate to satisfy themselves regarding the efficacy of the Company's financial and internal controls and procedures and the auditing process.

(d) Compliance and Oversight.

(i) The Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers and financial analysts who follow the Company.

(ii) The Committee shall discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.

(iii) The Committee shall discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies, and regularly review the top risks identified by management and the policies and practices adopted by the Company to mitigate those risks.

(iv) At least annually and prior to the filing of the AIF/Annual Report to the SEC, the Committee shall review with management and the independent auditor the disclosure controls and procedures and confirm that the Company (with CEO and CFO participation) has evaluated the effectiveness of the design and operation of the controls within 90 days prior to the date of filing of the AIF/Annual Report to the SEC. The Committee also shall review with management and the independent auditor any deficiencies in the design and operation of internal controls and significant deficiencies or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls. As a part of that review, the Committee shall review the process followed in preparing and verifying the accuracy of the required CEO and CFO annual certifications.             

(v) At least annually and prior to the filing of the AIF/Annual Report to the SEC, the Committee shall review with management and the independent auditor management's internal control report and assessment of the internal controls and procedures, and the independent auditor's report on and assessment of the internal controls and procedures. In connection with its review of interim and annual financial statements and related management's discussion and analysis, the Committee shall confirm with management that the Company (with CEO and CFO participation) has taken all actions required in connection with the certifications required by National Instrument NI 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings.

(vi) The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

(vii) The Committee shall discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or reports which raise material issues regarding the Company's financial statements or accounting policies.

(viii) At least annually, the Committee shall meet with the Company's legal counsel and discuss any legal matters that may have a material impact on the financial statements or the Company's compliance policies.

(ix) The Committee shall oversee the preparation of  reports relating to the Audit Committee required under applicable laws, regulations and stock exchange requirements.

(x) The Committee shall exercise oversight with respect to anti-fraud programs and controls.

(e) Related Party Transactions.

(i) The Committee shall review for fairness to the Company proposed transactions, contracts and other arrangements between the Company and its subsidiaries and any related party or affiliate, and make recommendations to the Board whether any such transactions, contracts and other arrangements should be approved or continued. The foregoing shall not include any compensation payable pursuant to any plan, program, contract or arrangement subject to the authority of the Company's Compensation Committee.

(ii) As used herein the term "related party" means any officer or director of the Company or any subsidiary, or any shareholder holding a greater than 10% direct or indirect financial or voting interest in the Company, and the term "affiliate" means any person, whether acting alone or in concert with others, that controls, is controlled by or is under common control with another person. "Related party" includes Hunter Dickinson Services Inc., its principals, and their affiliates.

(f) Additional duties. The Committee shall perform the following additional duties:

(i) The Committee shall review and recommend dividend policies.

(ii) The Committee shall oversee the Company's insurance program and approve insurance policy limits.

(iii) The Committee shall review the appointment of senior financial personnel and make recommendations to the Board of Directors regarding the appointment of the Chief Financial Officer.

(iv) The Committee shall recommend to the Nominating and Governance Committee the qualifications and criteria for membership on the Committee.

(v) The Committee shall review and discuss with management the requirement for annual public disclosure pursuant to the Extractive Sector Transparency Measures Act and shall be responsible for approving such disclosures.

2. Structure and Membership

(a) Number and qualification. The Committee shall consist of three persons unless the Board should from time to time otherwise determine. All members of the Committee shall meet the experience and financial literacy requirements of National Instrument NI 52-110 and the rules of the TSX and the NYSE American. At least one member of the Committee shall be a "financial expert" as defined in Item 407 of SEC Regulation S-K.

(b) Selection and Removal. Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Committee at any time with or without cause.

(c) Independence. All of the members of the Committee shall be "independent" as required for audit committees by National Instrument NI 52-110, the rules of the TSX and the NYSE American, and SEC Rule 10A-3.

(d) Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.

(e) Compensation. The compensation of the Committee shall be as determined by the Board.

(f) Term. Members of the Committee shall be appointed for one-year terms. Each member shall serve until his or her replacement is appointed, or until he or she resigns or is removed from the Board or the Committee.

3. Procedures and Administration

(a) Meetings. The Committee shall meet as often as it deems necessary in order to perform its responsibilities, but not less than quarterly. The Committee shall keep minutes of its meetings and any other records as it deems appropriate.

(b) Subcommittees. The Committee may form and delegate authority to one or more subcommittees, consisting of at least one member, as it deems appropriate from time to time under the circumstances.

(c) Reports to the Board. The Committee shall regularly report to the Board with respect to such matters as are relevant to the Committee's discharge of its responsibilities, and shall report in writing on request of the Chairman of the Board.

(d) Charter. The Committee shall, at least annually, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

(e) Independent Advisors. The Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay appropriate compensation to advisors engaged by the Committee.

(f) Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any Officer or other person to meet with the Committee and to access all Company records.

(g) Annual Self-Evaluation. The Committee shall evaluate its own performance at least annually.

4. Additional Powers

The Committee shall have such other duties as may be delegated from time to time by the Board of Directors.

5. Limitation of Committee's Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

6. Committee Member Independence, Financial Literacy and Financial Expert Requirements

A. Independence

See the Company's Corporate Governance Overview and Guidelines.

B. Financial Literacy and Financial Expert Requirements

NI 52-110

Section 3.1(4) states that each audit committee member must be financially literate.

Section 1.6 defines the meaning of financial literacy as follows:

"For the purposes of this Instrument, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements."

NYSE American Section 803(B)(2)(a)(iii)

Each issuer must have an Audit Committee of at least three members, each of whom:

"is able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. Additionally, each issuer must certify that it has, and will continue to have, at least one member of the audit committee who is financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities. A director who qualifies as an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S-K …. is presumed to qualify as financially sophisticated."

ITEM 407(d)(5)(ii) OF REGULATION S-K, DEFINITION OF FINANCIAL EXPERT

For purposes of this Item, an audit committee financial expert means a person who has the following attributes:

(A) An understanding of generally accepted accounting principles and financial statements;

(B) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

(C) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;

(D) An understanding of internal control over financial reporting; and

(E) An understanding of audit committee functions.

A person shall have acquired such attributes through:

(A) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

(B) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(C) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(D) Other relevant experience.