Nominees for Election as Director

The following table sets out the names of the nine management nominees for election to the Board, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercises control or direction. Please see Biographical Information below for all major offices and positions with the Company and any of its significant affiliates each director nominee now holds.

Director Information Table

Vote at Last Year's AGM

Last year, all director nominees were successfully elected to the Board and all directors received at least 80% of all votes cast in favour. 

As a follow up to the 2023 AGM vote:

1) Diversity

Taseko's Board is currently composed of nine individuals with diverse backgrounds and a balance of industry, business knowledge and experience. Currently, there are three female directors on the Board who are nominees to the Board this year, representing 33.3% of the entire Board. The Board continues to review an evergreen list of qualified Board candidates.

2) Nominating and Governance Committee Meetings

There were three formal meetings of the Nominating and Governance Committee in 2024. The Committee also met informally and with the Board throughout the year to discuss relevant issues such as diversity, director tenure, and board renewal. The Committee oversaw the Board's nominating and governance function and acted through written consent resolutions.

APPOINTMENT OF AUDITOR

At the Meeting the Shareholders will be asked to appoint PricewaterhouseCoopers, Chartered Professional Accountants ("PWC"), to the position of auditor of the Company for the ensuing year.

PWC of 250 Howe Street Suite 1400, Vancouver British Columbia V6C 3S7, will be nominated at the Meeting for appointment as auditor of the Company for the Company's ensuing fiscal year, at remuneration to be fixed by the Board. PWC became the auditors of the Company on March 14, 2025 as successor auditor pursuant to the Notice of Change of Auditor delivered to both PWC, as successor auditor, and to KPMG LLP, as former auditor, and as filed on the Company's SEDAR+ profile on March 25, 2025. A copy of the "Change of Auditor Reporting Package" including the Notice of Change of Auditor, the letter from the former auditor and the letter from the successor auditor are attached as Schedule A hereto.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote for the appointment of PWC, Chartered Professional Accountants, as the auditor of the Company, to hold office until the next annual meeting of the shareholders.

To be approved, the resolution must be passed by a simple majority of the votes cast by the holders of Common Shares at the Meeting. Management recommends a vote "for" in respect of the resolution approving appointment of the auditor.

CORPORATE GOVERNANCE

Mandate of the Board of Directors

The Board has adopted a formal mandate as outlined in the Corporate Governance Policies and Procedures Manual (the "Governance Manual"), most recently amended by the Board on March 29, 2019, a copy of which is available on the Company's website.  The Governance Manual mandates the Board to: (i) assume responsibility for the overall stewardship and development of the Company and monitor its business decisions, (ii) identify the principal risks and opportunities of the Company's business and ensure the implementation of appropriate systems to manage these risks, (iii) oversee ethical management and succession planning, including appointing, training and monitoring senior management and directors, and (iv) oversee the integrity of the Company's internal financial controls and management information systems.  In addition, the Governance Manual has written charters for each of its four standing committees. Further, the Governance Manual encourages but does not require continuing education for its directors and it contains a code of ethics and policies dealing with issuance of news releases and disclosure documents, as well as share trading black-outs.  The Governance Manual also provides director share ownership guidelines whereby an appropriate level of share ownership for each director represents a value which is equal to three times the base annual fees to be acquired over a period of not more than five years.  A copy of the Governance Manual is available for review at the Company's website (www.tasekomines.com).

Composition of the Board of Directors

The applicable corporate governance policies require that the Board determine the status of each director as independent or not, based on each director's interest in, or other relationship with, the Company.  The policies recommend that an exchange listed company's board of directors have a majority of directors who qualify as independent directors (as defined below).  The Board should also examine its size with a view to determining the impact of the number of directors upon the effectiveness of the Board, and the Board should implement a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances.  The Company's policies allow for retention of independent advisors for Board members when they consider it advisable.

Under securities regulations, an "independent" director is one who "has no direct or indirect material relationship" with the Company, which, in the view of the Board, could reasonably be expected to interfere with the exercise of a member's independent judgment.  Generally speaking, a director is considered independent if he or she is free from any employment, business or other relationship.  Other possible material relationships include, for example, having been (or having a family member who has been) within the last three years an employee or executive of the Company or having been employed by the Company's external auditor.  An individual who, or whose family member, is or has been within the last three years, an executive officer of an entity, where any of the Company's current executive officers served at the same time on that entity's compensation committee, is deemed to have a material relationship, as is any individual who (or whose family members or partners) received directly or indirectly, any consulting, advisory, accounting or legal fee or investment banking compensation from the Company (other than compensation for acting as a director or as a part time chairman or vice-chairman).

The Board is currently comprised of nine directors of whom seven are determined by the Board to be "independent" directors:  Ms. Dhir and Ms. Smith, and Messrs. Dickinson, Hallbauer, Mitchell, Pickering, Thiessen. The two non-independent directors are Stuart McDonald, who is also the current President and Chief Executive Officer and Rita Maguire who is a member of the board of managers of a material subsidiary of the Company, and has an ongoing contractual relationship as counsel to a material subsidiary of the Company.

The Board has established a Nominating and Governance Committee (the "NGC") to formalize the process of ensuring the retention and recruitment of high caliber directors and proper director succession planning.  The NGC currently consists of three independent directors: Anu Dhir (Chair), Robert Dickinson and Peter C. Mitchell.  The NGC recommends to the Board the nominees for election as director at the Meeting.

The Board meetings regularly include reviews of the effectiveness of senior management.  The Board is of the view that its communication policy among senior management, Board members and shareholders who make enquiries is good.  The Board has also established a practice of holding private meetings of the independent directors without non-independent directors and management present before or following regularly scheduled Board meetings. The number of these meetings has not been recorded but it would be less than five in the financial year ended December 31, 2024. The Board expects and encourages independent directors to bring up issues and concerns that they may have.

The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board with a sufficient level of independence from the Company's management.  The Board is satisfied with the integrity of the Company's internal control and financial management information systems.

Committees of the Board of Directors

Corporate governance policies require that (i) the audit committee of every board of directors must be composed only of independent directors, and the role of the audit committee must be specifically defined and include the responsibility for overseeing management's system of internal controls, (ii) the audit committee have direct access to the company's external auditor, and suggest that (iii) the compensation committee and the nominating and governance committee of the board of directors of a listed company be composed of all independent directors, and that other committees, generally be composed of at least a majority of independent directors, and (iv) every board of directors expressly assume responsibility, or assign to a committee of directors responsibility, for development of the company's approach to governance issues.

As well as an Audit and Risk Committee, the Board also has a Compensation Committee, a Nominating and Governance Committee and an Environmental, Health and Safety Committee.  The members of the Audit and Risk Committee are Peter C. Mitchell (Chair), Anu Dhir and Ronald Thiessen, all of whom are independent directors.  For further information concerning the Audit and Risk Committee, please see page 121 and Appendix A of the Company's Annual Information Form filed under the Company's SEDAR+ profile on March 28, 2025.

Compensation Committee

The Board has established a Compensation Committee to assist the Board in carrying out its responsibilities relating to executive and director compensation, as well as the fiduciary oversight of the Company's non-executive employee compensation plans.  The Compensation Committee performs all duties relating to this mandate, including the annual review and recommendation to the Board on various forms of compensation and related program considerations, including director's pay for service on the Board and on other committees.  The Compensation Committee is also responsible for the grant of stock options and other equity based compensation, evaluation of the performance of Officers and the review of succession plans with the Chairman and Chief Executive Officer.  The Compensation Committee also recommends to the NGC the qualifications and criteria for membership on the Compensation Committee.

The Compensation Committee is composed of Kenneth Pickering (Chair), Peter C. Mitchell and Anu Dhir, all of whom are independent directors.  During the year ended December 31, 2024, the committee met two times.  As a result of their education and experience, each member of the Compensation Committee has familiarity with, an understanding of, or experience in compensation-related matters for Officer and non-Officer personnel as well as the administration of equity-based compensation. Specifically: 

• Mr. Pickering (Chair of the Compensation Committee) is a professional engineer and mining executive with 45 years' 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.

• Ms. Dhir has a unique combination of business, operations and legal experience in the mining, oil and gas and technology sectors, and has held directorships with a number of different public companies.

• Mr. Mitchell is a Chartered Professional Accountant with over 35 years of senior financial management experience in both public and private equity sponsored companies.  Most recently he was the Senior Vice President and Chief Financial Officer of Coeur Mining, Inc. in Chicago, Illinois until December 31, 2018.  Previously he held executive positions in finance and operations with a variety of US and Canadian companies, among them Taseko Mines Limited, Crown Packaging Ltd. and Von Hoffmann Corporation.

See disclosure under "Election of Directors - Biographical Information" for relevant education and experience of members of the Compensation Committee.

The Compensation Committee charter is included in the Governance Manual, and is available for viewing at the Company's website at www.tasekomines.com.

Nominating and Governance Committee

The NGC charter is included in the Governance Manual and is available for viewing at the Company's website at www.tasekomines.com.

The NGC is given the responsibility of developing and making recommendations to the Board concerning the Company's approach to corporate governance.  The NGC also assists members of the Board in carrying out their duties, and reviews with the Board the rules and policies applicable to governance of the Company to ensure the Company remains in full compliance with proper governance practices and that the Governance Manual is routinely updated.

The nominating function of the NGC is to evaluate and recommend to the Board the size of the Board and certain persons as nominees for the position of director of the Company.  However, the NGC does not set specific minimum qualifications for director positions.  Instead, the NGC believes that nominations for election or re-election to the Board should be based on the Company's needs after taking into account the current composition of the Board.  When evaluating candidates annually for nomination for election, the NGC considers each individual's skills, the overall diversity needs of the Board (skills mix, age profiles, gender, and work and life experience) and independence and time availability.  The NGC seeks to achieve for the Board a balance of industry and business knowledge and experience, including expertise in the mining industry, in regulatory and public policy issues, in management and operations and in transactional situations as well as independence, financial expertise, public company experience, sound judgment and reputation.

Board Diversity

The NGC takes the view that a diverse Board offers depth of perspective and enhances Board operations.  The NGC strives to identify the candidates with the ability to strengthen the Board.  The NGC does not specifically define diversity, but considers diversity of experience, education, gender, and ethnicity as part of its overall annual evaluation of director nominees.

The Board appreciates that women and visible minority groups have been under-represented on Canadian boards, and the Company believes that enhancing diversity will strengthen the Board.  When assessing Board composition or identifying suitable candidates for appointment or election to the Board, the Company will consider candidates against objective criteria having due regard to the benefits of diversity and the needs of the Board.  Currently, there are three female directors on the Board, two of whom are from a visible minority.

The Company has adopted an express policy specifically addressing diversity.  The Company's Board Diversity Policy is contained in the Governance Manual posted on the Company's website and is available for viewing at www.tasekomines.com.

Director Term Limits

The Company has not set mandatory age or term limits for its directors or senior officers as it focuses on measurable performance rather than employing arbitrary age thresholds.

The Company's code of ethics as set out in the Governance Manual, provides a framework for undertaking ethical conduct in employment.  Under its Code of Ethics, the Company will not tolerate any form of discrimination or harassment in the workplace.  The Company also has whistleblower policies to monitor these issues.

The Company also has formal procedures and whistleblower policies for assessing the effectiveness of Board committees as well as the Board as a whole.  This function is carried out annually by/or under supervision of the NGC and those evaluations and assessments are then provided to the Board.

Environmental, Health and Safety Committee

The Board has established an Environmental, Health and Safety Committee consisting of Kenneth Pickering (Chair), Robert A. Dickinson Russell, Hallbauer and Rita Maguire.  The Environmental, Health and Safety Committee Charter is included in the Governance Manual and is available for viewing at the Company's website at www.tasekomines.com.  The Environmental, Health and Safety Committee reviews and monitors environmental, health and safety issues relevant to the Company.

Board Determines Responsibilities of Senior Officer and Board Positions

Good governance policies require the board of directors of a listed company, together with its chief executive officer, to develop position descriptions for the chair of each Board committee, for the Chairman of the Board, and for the chief executive officer, including the definition of limits to management's responsibilities.  Any responsibility, which is not delegated to senior management or to a Committee of the Board remains with the full Board.  The Board has approved written position descriptions for the Chairman of the Board and the Chairperson of each Board Committee.

The Board generally requires that all material transactions (including those in excess of $5 million) receive prior Board approval.  In this regard, virtually all financing transactions are considered material to the Company.  Any property acquisitions and significant exploration programs in excess of $5 million must also receive approval of the plenary Board or a duly authorized Board Committee.  The Governance Manual includes provisions that deal with these and other related items.

Governance Policies for Board of Directors and Directors' Attendance at Meetings

Good governance policies require that (i) the board of directors of every listed company implement a process for assessing the effectiveness of the board of directors and the committees of the board and the contribution of individual directors, (ii) every company provide an orientation and education program for new directors, and (iii) the board of every listed company review the adequacy and form of compensation of directors and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director.

As noted above, the NGC has developed a formal procedure for assessing and evaluating effectiveness of committees as well as the Board as a whole and is of the view that the Board operates in an effective and legally compliant manner.  This function is to be carried out annually.

The following table sets forth the record of attendance of Board and committee meetings by the Directors for the fiscal year ended December 31, 2024: 

Note: 1. Ms. Smith was appointed to the Board on November 6, 2024.  No Board meetings were held thereafter.

Other Directorships

See "Biographical Information" under "Election of Directors" above in this Information Circular for details of other reporting issuers of which each director is currently a director or officer.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business, technology and industry and on the responsibilities of directors. Board meetings also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Board has adopted what it considers a "best practices" ethical conduct policy, which is included in the Governance Manual and is available on the Company's website.  The Board has implemented an annual procedure whereby directors, senior officers and department heads within the Company sign off on, and certify that they have read and understand the Company's Code of Ethics and that they are unaware of any violations thereof.  Each department head would ensure that the Code of Ethics is complied with within his or her department.

Shareholder Engagement

The Board believes that regular and constructive engagement between the Board and the Company's shareholders on governance matters is of primary importance.  Accordingly, the Board has adopted a Policy on Engagement with Shareholders on Governance Matters reflecting the foregoing, a copy of which is attached as Appendix 12 to the Manual and is available for viewing at the Company's website at www.tasekomines.com.

Say-on-Pay Policy

As part of its shareholder engagement efforts, the Company has included provisions in its Governance Manual, a copy of which is available on the Company's website, that provide for:

• a "Say-on-Pay" advisory vote at each annual meeting.  See "Particulars of Matters to be Acted Upon - Advisory Resolution on the Company's Approach to Executive Compensation (Say-on-Pay)"; and

• a Say-on-Pay Policy.

The Board believes that Shareholders should have the opportunity to not only fully understand the objectives, philosophies and principles the Board has used in its approach to executive compensation decisions but to also have an annual advisory vote on such approach to executive compensation.  The purpose of the Say-on-Pay advisory vote is to provide appropriate director accountability to the Shareholders for the Board's compensation decisions.  The vote will be an advisory vote and the directors will remain fully responsible for their compensation decisions and will not be relieved of those responsibilities by a positive advisory vote.

A full copy of the Company's Say-on-Pay Policy is included in Appendix 11 to the Governance Manual, on the Company's website at www.tasekomines.com.

See "Particulars of Matters to be Acted Upon" for more information on the Say-on-Pay Policy.

Environmental, Social and Governance

ESG Oversight

The Company's commitment to environmental, social, and governance ("ESG") principles starts at the Board level. Our Board of Directors is responsible for overseeing overall management and integration of ESG matters throughout the Company. This includes overseeing sustainability strategies and monitoring the practices and performance of the Company relating to health and safety, the environment, community and Indigenous relations, and corporate governance.  The Board's goal is to ensure we operate as a sustainable business, optimizing financial returns while effectively managing risk. ESG governance, risk oversight and disclosure are regular topics of discussion at Board and Committee meetings.

ESG is a cross-functional discipline encompassing a wide range of issues, and thus different aspects of our ESG performance fall under each of our Board Committees' and management's responsibilities. The Board and its Committees work together with management to identify ESG issues and risks most pertinent to the Company's business and its key stakeholders, and to help develop the policies and processes to integrate ESG into the Company's long-term strategy and risk management responsibilities.

Oversight of governance-related principles, policies and programs and compliance with the Code of Conduct is the responsibility of the Nominating and Governance Committee, which is also responsible for ensuring that the Board consists of persons with sufficiently diverse and independent backgrounds. In addition to oversight responsibility for the Company's annual financial statements and audits, the Audit and Risk Committee ensures that financial risks, compliance matters and any transactions between the Company and related parties are properly managed and addressed. The Compensation Committee oversees the goals and objectives associated with the Company's compensation programs and oversight of the annual corporate goals and objectives under incentive compensation plans. The Environmental, Health and Safety Committee is responsible for, among other things, overseeing the Company's key environmental policies and monitoring employee health and safety policies.

Furthermore, management regularly reports to the Board on issues related to stakeholder engagement, particularly with respect to relationships with local communities and Indigenous peoples.

The Company's approach to ESG reporting continues to grow and evolve in line with the needs, demands and expectations of its shareholders, regulators and stakeholders. In 2021, Taseko management conducted a comprehensive review of the Company's ESG approach and reporting methodology, evaluating both industry-wide best practices and the evolving landscape of related institutions and reporting frameworks.  The findings of this comprehensive review were presented to the Board of Directors, along with a series of recommendations to guide the Company's ESG approach going forward.  The Board of Directors adopted the following recommendations as a result of the review:

• to report Taseko's ESG/sustainability performance against the Sustainability Accounting Standards Board's (SASB) 'Disclosure Topics for Metals & Mining';

• to set and disclose long-term measurable corporate goals and targets across key ESG components; and,

• to incrementally integrate sustainability and ESG considerations into the Company's operational and business planning, by incorporating sustainability goals, targets and performance measures into our business strategy and systems.

As the Company advances construction and progresses towards commercial operation of its Florence Copper project in Arizona, Taseko's annual Sustainability Report will expand to consider enterprise-wide sustainability performance. Given the unique attributes of the 'in-situ copper recovery' (ISCR) process to be employed at Florence, the Company expects substantial enhancements to its enterprise-wide performance against key environmental and social criteria.

Florence is expected to be among the world's most environmentally efficient copper producers, with water, energy and carbon intensity per unit of production forecast to be 78%, 65% and 75% lower (respectively) than conventional open-pit copper mines in Arizona. It is also expected to support ~800 well-paid jobs in the State of Arizona, while generating hundreds of millions of dollars in state and local taxes, among other economic and social benefits, over a 22-year mine life.

Sustainability Report

In June 2024, the Company published its annual Sustainability Report for 2023 entitled "H20 + ESG" and expects to publish its 2024 Sustainability Report during the second quarter of 2025.

The reports can be viewed and downloaded at Taseko Mines | Sustainability Reports.

Cybersecurity Risk Management

The Company's information and operating technology systems and are designed and developed by management with oversight provided by the Audit and Risk Committee of the Board.

The Company periodically reviews the operational status and approach to technology systems and cybersecurity with management, the Audit Committee (which is comprised entirely of independent directors) and the Board. Findings from internal and external audits with respect to the Company's systems are shared with the Board.

The Company has a multi-layered approach to technology systems and cybersecurity, with intentional redundancies to increase protection of valuable data and information. Overall enterprise data security and information technology infrastructure is modeled in accordance with applicable security frameworks and industry best practices.

The Company's IT security function is overseen by the IT Manager, who reports directly to the Company's Chief Financial Officer. To minimize any gaps in cybersecurity expertise and capability, the Company also engages external service providers to assist with technology systems management, maintenance and cybersecurity support. Systems undergo regular data penetration testing and vulnerability assessment to test data security and information technology infrastructure. These security and audit activities are performed by qualified, independent professional service firms which validate the effectiveness of the technology systems and controls that have been implemented.

The Company actively seeks to mitigate information systems and cybersecurity risks by identifying, reviewing and developing risk mitigation and response strategies. A formal cybersecurity incident response plan, as well as a business continuity plan, has been developed for each of the Company's operations.

The Company has established an enterprise cybersecurity awareness training program to optimize compliance and effectiveness throughout the organization.

The Company provides a roadmap to deploy process improvements and governance at all operations, aligned with best practices and global frameworks, to enhance cybersecurity programs and protect its operational technology networks. The Board and the Audit Committee receive updates from management regarding relevant cybersecurity developments.

COMPENSATION DISCUSSION & ANALYSIS

Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following objectives:

NEO Target Pay Mix

COMPENSATION GOVERNANCE AND RISK MANAGEMENT

The Compensation Committee incorporates risk management principles into its decision-making processes surrounding executive compensation and periodically conducts reviews to consider whether the Company's compensation policies encourage risk taking by the Company. In considering the risks associated with the Company's compensation policies and practices, the nature of the Company's business, and the roles of the Board in overseeing the Company's strategic direction and the Compensation Committee in overseeing the Company's executive compensation program in relation to that strategic direction, the Compensation Committee has concluded that the risks inherent in the Company's compensation policies and practices are unlikely to have a materially adverse effect on the Company. The following table summarizes our compensation governance and risk management practices with detailed descriptions following.

Hedging Policy

The Company has a restriction on executive officers and directors regarding the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of both stock options granted as compensation or equity securities held, directly or indirectly, by the officer or director.  To the Company's knowledge, no officer or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of stock options granted as compensation or equity securities held during the year ended December 31, 2024.

Compensation Clawback Policy

The Board approved a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the "Compensation Clawback Policy") effective on October 31, 2023 and in advance of the December 1, 2023 deadline as required by the NYSE American stock exchange.

The Board believes that having a compensation clawback policy is in line with good governance practices.  The Compensation Clawback Policy is designed to facilitate reasonably prompt recovery by the Company of the amount of any incentive-based compensation that is deemed to have been erroneously awarded in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under relevant securities laws.

In the event that the Company is required to prepare an accounting restatement, the Company will reasonably promptly take action to recover the amount of any erroneously awarded incentive-based compensation that has been received by each applicable executive officer:

(a) after beginning services as an executive officer;

(b) who served as executive officer at any time during the performance period for that incentive-based compensation;

(c) while the Company has a class of securities listed on NYSE American (or another national securities exchange in the United States or Nasdaq); and

(d) during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the relevant accounting statement that was the subject of the accounting restatement.

The full text of the Compensation Clawback Policy is contained in Appendix 14 to the Company's Governance Manual which is available for download from the Company's website at www.tasekomines.com.

Common Shares, and any other fully vested share awards (excluding options, share appreciation rights and similar leveraged awards) and 50% of PSUs are counted towards share ownership requirements.  For purposes of this policy, Common Shares, vested share awards and PSUs held by executives are valued at the higher of value at the time of award or acquisition and current market value.

Executive officers are expected to fulfill their ownership requirements within five years of becoming subject to the share ownership policy and must retain their Common Shares and invest 50% of the after-tax value of PSU redemptions and option exercises in Common Shares until the target ownership level is met.

Notes:

⁽¹⁾ PSUs are counted towards share ownership requirements at 50% of grant amount.

⁽²⁾ The values in the column were calculated by adding the number of Common Shares and the number of PSUs and multiplying by the higher of the award or acquisition price and the closing share price on December 31, 2024.

External Advice

In each of fiscal 2024 and 2023, the Compensation Committee engaged Lane Caputo Compensation Inc. ("Lane Caputo") to provide independent, third party compensation advice regarding appropriate compensation levels and practices for the company's senior executive team (including the Named Executive Officers (NEOs) and directors, the review of key performance indicators and performance multipliers under the Company's API and PSU Plan, assist with the preparation of the Company's Compensation Discussion & Analysis and to assist the Compensation Committee with other compensation-related matters. The following table discloses fees paid to Lane Caputo for such services.

Benchmarking

In order to benchmark the compensation arrangements of Taseko's executive team during its 2024 review of executive compensation, Lane Caputo developed the peer group of publicly-traded mining companies with similar operations and in similar stages of development (i.e. all with at least one producing mine and other projects in various stages of development).  Special attention was paid to those companies mining base metals and who had their common shares listed on both the TSX and the NYSE American stock exchange.  This peer group, (the "Compensation Peer Group"), is revisited from time to time by both Lane Caputo and the Compensation Committee to ensure continued comparability to Taseko.

The Compensation Peer Group used for the review of the Company's compensation arrangements in 2024, was comprised of the following 13 companies:

The Compensation Committee believes that these companies are appropriate for benchmarking executive compensation because Taseko competes with these companies for executive talent.  However, many of these peers may not be appropriate for other purposes, such as comparing share price performance given that Taseko's Common Share price is closely tied to the price of copper while the share prices of many of the above peers are more closely correlated with precious metals.  In order to benchmark share price performance for the purposes of the component of the API that relates to Relative Total Shareholder Return ("RTSR") and the vesting of the Company's PSUs, the vesting of which is also linked to RTSR, Taseko utilizes a peer group of base metals producers against which the Company competes for investment dollars (the "Performance Peer Group") - please see "2024 Performance Share Unit Awards" below for more information regarding the Performance Peer Group.

Elements of Compensation

The philosophy and objectives of the compensation program are delivered via the following elements of compensation.

The following table provides an overview of the 2024 corporate goals, and performance against those goals, for the purposes of the API.

Note:

⁽¹⁾ Relative to Performance Peer Group.

After reviewing the actual performance for 2024 versus the corporate performance goals set at the beginning of the fiscal year, the Compensation Committee determined that a final score of 105.9% of target was attributable to the corporate component of the API calculations.

The resultant 2024 API payments earned by the Company's NEOs are as follows.

2024 Performance Share Unit Awards

The PSUs awarded to executives in 2024 vest on the third anniversary of the date of grant contingent upon Taseko's RTSR against the Performance Peer Group, as follows: 

Summary Compensation Table

The table below is a summary of the compensation received by the NEOs for the last three fiscal years ended December 31, 2024, 2023 and 2022.

Incentive Plan Awards - Option-Based and Share-Based Awards

The following table sets out all option-based and share-based awards outstanding as at December 31, 2024, for each NEO: 

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets out all incentive plan values vested (or earned) during the twelve months ended December 31, 2024, for each NEO:

Termination and Change in Control Benefits

Written employment agreements are in place between the Company and each of the NEOs.  Under the terms of these agreements, the NEOs are provided with specific payments in the event of termination as follows:

In addition to the foregoing, the terms of the RCA Trusts for the CEO, CFO, Vice President, Capital Projects and Vice President, Corporate Affairs, and the reward for tenure governing the IRP for the COO, state that, in the event that a NEO is terminated by the Company without cause or resigns, including after a change of control, and the NEO in question is not fully vested in the RCA Trust or IRP, a NEO is entitled to receive a proportionate amount of the accumulated value of his RCA Trust or IRP depending upon both the nature of the termination or change in control and the number of years of service of the executive, as defined in the RCA Trusts or reward for tenure, respectively.  Under the terms of the relevant RCA Trust agreements, in the event of a change of control the Company is required to make all remaining employee contributions under the RCA Trusts.  Under the terms of the reward for tenure governing the IRP, in the event of a change of control and the executive's termination without cause or resignation, the Company is required to make a lump-sum payment equal to 12 months premiums.

The estimated incremental payments from the Company to each of the NEOs on (i) termination without cause or (ii) termination without cause or resignation within 12 months following a change of control, assuming the triggering event occurred on December 31, 2024, are as follows:

Note:

⁽¹⁾ Other than amounts which are fully earned and payable as at the date of termination. 

Except as outlined above, there are no other contracts, agreements, plans or arrangements that provide for payments to any of the NEOs at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO's responsibilities.

DIRECTOR COMPENSATION

The following section pertains to the compensation arrangements the Company has with the non-employee directors (i.e. all directors other than Mr. McDonald). Mr. McDonald does not receive additional compensation for serving as a director.

Philosophy and Objectives

The main objective of director compensation is to attract and retain directors with the relevant skills, knowledge and the abilities to carry out the Board's mandate and enhance the sustainable profitability and growth of the Company.  Like the philosophy adopted for executive compensation, the total direct compensation provided to independent directors (which includes both fixed elements of pay (cash) plus the value of long-term compensation) is targeted to be above-market (between 50^th and 75^th percentile) for above average share price performance.

Alignment with Shareholders

In order to appropriately align the interests of members of the Board with those of the Company's shareholders, the Board has adopted share ownership guidelines as set out in the Company's Governance Manual, a copy of which is available on the Company's website (www.tasekomines.com). In April 2024, the Board of Directors increased the share ownership guidelines such that, as at December 31, 2024 the Governance Manual provides that an appropriate level of stock ownership for each non-employee director represents a value which is equal to four times annual fees and should be acquired over a period of not more than five years.

Note:

⁽¹⁾ Values were calculated by adding the number of Common Shares and the number of DSUs and multiplying by closing share price on December 31, 2024.

⁽²⁾ Ms. Smith was appointed to the Board on November 6, 2024.
 

Benchmarking

From time to time, the Compensation Committee reviews the compensation arrangements for the Company's independent directors and enacts changes to pay elements and/or strategy, as required, to better align with current market practices and good corporate governance guidelines.

Current Compensation Arrangements:

For 2024, the cash elements of compensation for the Company's independent directors was as follows: an annual director's fee of $80,000, $20,000 for the Audit and Risk Committee Chairperson, $15,000 for the Compensation Committee Chairperson, $12,500 for other Committee Chairpersons, $7,500 for members of the Audit and Risk Committee and $5,500 for members of other Committees; fees are not paid for attendance at board or committee meetings.  The Chairman of the Board receives an additional retainer of $135,000 for that role.

In 2013, the Company adopted the Non-Employee Director Deferred Share Unit ("DSU") Plan (the "DSU Plan") for non-employee directors.  Each non-employee director of the Company (i.e. all directors other than Mr. McDonald) is eligible to receive a combination of stock options and DSUs for director long-term incentive compensation.

Notes:

⁽¹⁾ Includes all fees awarded, earned, paid or payable in cash for services as a director, including annual retainer fees and chairman fees.

⁽²⁾ The dollar amount based on the grant date fair value of the award for a covered financial year, received in deferred share units or an equivalent cash payment in lieu thereof.

⁽³⁾ For compensation reporting and financial accounting purposes, the Black-Scholes option valuation model has been used to determine the fair value on the date of grant for all options granted. The Black-Scholes option valuation is determined using the expected term of the stock option (5 years), expected forfeiture rate (0%), expected volatility of the Company's common share price (64%), expected dividend yield (0%), and risk-free interest rate (3.5%). 

⁽⁴⁾ Environmental, Health and Safety Committee Chair.

⁽⁵⁾ Compensation Committee Chair.

⁽⁶⁾ Audit and Risk Committee Chair.

⁽⁷⁾ Nominating and Governance Committee Chair.

⁽⁸⁾ Ms. Smith was appointed to the Board on November 6, 2024

The following table sets out all option-based awards outstanding as at December 31, 2024, for each non-employee director.

Notes:

Calculated based on the difference between the closing price of the Common Shares at December 31, 2024 on the TSX and the exercise price of the Options.

⁽¹⁾ All DSUs vest immediately upon the grant of such DSUs but cannot be redeemed until the director holding such DSUs ceases to be a director of the Company. Calculated based on the number of DSUs held at December 31, 2024 multiplied by the price per Common Share on the TSX on December 31, 2024.Ms. Smith was appointed to the Board on November 6, 2024.  She held no options at December 31, 2024.

The following table sets out all incentive plan value vested (or earned) during the year ended December 31, 2024, for each non-employee director.

Note:

⁽¹⁾ These amounts reflect the aggregate dollar value that would have been realized if all options that vested in 2024 were exercised on the applicable vesting date.

⁽²⁾ Ms. Smith was appointed to the Board on November 6, 2024. She held no incentive plan awards at December 31, 2024.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As described above, in order to provide a non-cash incentive for directors, officers, employees and other service providers whose on-going efforts are critical to the success of the Company, the Board adopted the Option Plan, as well as the PSU Plan. Both the Option Plan and the PSU Plan were last approved by the shareholders at the Company's annual general meeting held on June 13, 2024.  The Company is required by TSX Policies to seek shareholder approval to ratify any material amendments to the Option Plan and approve its continuation every three years by ordinary resolution.

The Option Plan is designed to promote the long-term success of the Company by strengthening the ability of the Company to attract and retain highly competent employees and promote greater alignment of interests between executives and shareholders in the creation of long-term shareholder value.  This alignment of interests is facilitated by the strike price of each option granted; if there is no appreciation in Taseko's Common Share price from the price at the date of grant of options, no value will accrue to the Options held by executives.

The PSU Plan is designed to further strengthen the link between NEO compensation to shareholder value creation.  Each PSU awarded conditionally entitles the Participant (as defined in the PSU Plan) to receive one (1) Common Share (or the cash equivalent) upon attainment of the PSU vesting criteria.

The Company adopted the DSU Plan for non-employee directors, effective February 15, 2013.  The DSU Plan provides for an annual grant of DSUs to each non-employee director of the Company, or an equivalent cash payment in lieu thereof, which Participants (as defined in the DSU Plan) have agreed would, in first instance, be used to assist in complying with the Company's Common Share ownership guidelines.  DSUs vest immediately upon grant and are paid out in cash when a Participant ceases to be a director of the Company. The DSU Plan contemplates that all DSUs are to be paid out in cash.

Pursuant to the Option Plan, a maximum of 9.5% of the issued and outstanding Common Shares may be reserved for issuance upon exercise of Options.  Options may be granted up to this limit at the discretion of the Board, or the Compensation Committee, to eligible optionees (the "Optionees").  This type of plan is called a "rolling" or an "evergreen" plan because as options are exercised, the base of outstanding issued Common Shares on which the 9.5% increment applies increases.

At the date of this Information Circular, there were Options to purchase an aggregate of 11,161,200 Common Shares outstanding, and together with 3,670,600 outstanding PSUs representing outstanding share-based compensation grants totaling, upon exercise, 14,831,800 Common Shares, being approximately 4.7% of the issued and outstanding Common Shares.  The total number of Common Shares available for exercise of securities issued under all share based compensation arrangements at any one time may not exceed 9.5% of the total number of issued and outstanding Common Shares.

The Board is of the view that together the share-based compensation plans provide the Company with the flexibility necessary to attract and maintain services of senior executives and other employees and directors by offering competitive compensation relative to other companies in the industry.

The Compensation Committee approves base salaries, annual cash incentives and all share-based compensation including PSUs, and option grants to executive officers.  The Compensation Committee also approves DSU grants to non-executive officers.  Options are granted at other times of the year to individuals commencing employment with the Company.  The Option exercise price is the market price at the grant date in accordance with TSX policies.

Securities authorized for issuance

At the Company's December 31, 2024 financial year-end, there were 304,675,195 issued Common Shares.  Pursuant to the 2024 Share Option Plan and Performance Share Unit Plan, the Company may issue up to a maximum of 9.5% of the Common Shares, being a maximum of 28,944,144 Common Shares under all share compensation arrangements.  The following table sets out equity compensation plan information as at the Company's December 31, 2024 financial year end.

Notes:

(1) The maximum number of PSUs outstanding from time to time under the PSU Plan shall not exceed 3% of the number of outstanding Common Shares.  The maximum number of Common Shares issuable pursuant to all Security Based Compensation Arrangements, including the Share Option Plan and the PSU Plan, at any time may not exceed 9.5% of the number of outstanding Common Shares.

(2) 9,033,033 Options was 3% of the issued and outstanding Common Shares at December 31, 2024, leaving 10,770,855 options available for grant under the Option Plan, being 3.5% of the issued and outstanding Common Shares at December 31, 2024.

(3) 3,095,000 PSUs was 18% of the issued and outstanding Common Shares at December 31, 2024, leaving 6,045,256 PSUs available for grant under the PSU Plan, being 2% of the issued and outstanding Common Shares at December 31, 2024.

(4) The Company's DSU Plan contemplates that all DSUs are settled in cash.

The following table sets out the annual burn rate⁽¹⁾ for each equity compensation plan:

Notes:

⁽¹⁾ The annual burn rate is calculated as the number of securities granted under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year.

⁽²⁾ PSUs granted to the date of this Circular are subject to vesting and multiplier conditions that can result in the issuance of that number of Common Shares thereunder equal to between zero and 2.5x the number of PSUs issued in the event of sub-par or exemplary relative total shareholder return, respectively. See "Elements of Compensation - Performance Share Unit Plan" above.

⁽³⁾ The Company's DSU Plan contemplates that all DSUs are settled in cash.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended December 31, 2024, or has any interest in any material transaction in the current year other than as set out herein or in a document disclosed to the public.

MANAGEMENT CONTRACTS

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

In addition to the annual matters requiring Shareholder action, which are described in detail above, namely the election of directors and appointment of the auditors for the ensuing year, the Company is seeking Shareholder ratification and approval for continuation of the Company's existing shareholder rights plan, as amended.

Shareholder Rights Plan Continuation and Renewal

The Company initially adopted a shareholder rights plan pursuant to the shareholder rights plan agreement between the Company and Computershare, as rights agent, dated May 2, 2013, which was amended and restated to give effect to the new take-over bid rules adopted by the Canadian Securities Administrators ("CSA") in May 2016.  The Amended and Restated Shareholder Rights Plan dated as of June 9, 2016, as amended and extended June 13, 2019 (the "Existing Rights Plan") was last approved by the shareholders at the Company's Annual General Meeting held June 9, 2022.  At the Meeting, the Company will seek Shareholder approval to ratify the continuation of the Existing Rights Plan, as amended and extended for a further three-year period.

The Shareholder Rights Plan Agreement, as amended and Extended June 12, 2025 (the "Shareholder Rights Plan") is identical to the Existing Rights Plan June 12, 2025. Unless otherwise defined below, all capitalized terms shall have the meanings specified in the Existing Rights Plan.

Proposed Continuation of Shareholder Rights Plan

Pursuant to its terms, the Shareholder Rights Plan will expire on the business day following the termination of the Meeting, unless Shareholders ratify and approve the Shareholder Rights Plan for three more years in accordance with its provisions.  Management of the Company has reviewed the terms of the Existing Rights Plan for conformity with current Canadian securities laws, as well as practices of public corporations in Canada.  On April 28, 2025, the Board confirmed and approved the Shareholder Rights Plan for continuation for another three-year term. A summary of the principal terms of the Shareholder Rights Plan is set forth below.  The summary is qualified in its entirety by reference to the complete text of the Shareholder Rights Plan, a copy of which is available upon request from the Company at 1040 West Georgia Street, Suite 1200, Vancouver, British Columbia, V6E 4H1 (778-373-4533), or can be viewed together with the Meeting proxy materials under the Company's profile at www.sedarplus.ca.  A blacklined copy of the Shareholder Rights Plan, is also available on the Company's website (www.tasekomines.com).

Purpose of the Shareholder Rights Plan

The purpose of the Shareholder Rights Plan is to ensure that, in the event of a takeover bid for the Company, all Shareholders are treated fairly.  Shareholder approval of the Shareholder Rights Plan for the next three years is not being proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid that is known to management of the Company.  The proposed approval and continuation of the Shareholder Rights Plan is not intended as a means to prevent a take-over of the Company, to secure the continuance of management or the Board in their respective offices, or to deter fair offers for the Common Shares.

Term

Provided the Shareholder Rights Plan is approved at the Meeting, the Shareholder Rights Plan (unless terminated earlier) will remain in effect until termination of the annual meeting of the Shareholders in 2028 unless the term of the Shareholder Rights Plan is extended beyond such date by resolution of the Shareholders at such meeting.

Issuance of Rights

One right (a "Right") was issued by the Company pursuant to the Shareholder Rights Plan in respect of each Voting Share outstanding as of the close of business (Vancouver time) (the "Record Time") on the Effective Date, being June 9, 2016.  "Voting Shares" include the Common Shares and any other shares of the Company entitled to vote generally in the election of all directors.  One Right was also issued for each additional Voting Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time, subject to the earlier termination or expiration of the Rights as set out in the Rights Agreement.

As of the Effective Date, the only Voting Shares outstanding were the Common Shares.  The issuance of the Rights is not dilutive and will not affect reported earnings or operating cash flow per share until the Rights separate from the underlying Common Shares and become exercisable or until the exercise of the Rights.  The issuance of the Rights does not change the manner in which Shareholders trade their Common Shares.

Certificates and Transferability

Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for Common Shares issued after the Record Time. Rights are also attached to Common Shares outstanding on the Effective Date, although share certificates issued prior to the Effective Date will not bear such a legend.  Shareholders are not required to return their certificates in order to have the benefit of the Rights.  Prior to the Separation Time, Rights will trade together with the Common Shares and will not be exercisable or transferable separately from the Common Shares.  From and after the Separation Time, the Rights will become exercisable, will be evidenced by Rights Certificates and will be transferable separately from the Common Shares.

Separation of Rights

The Rights will become exercisable and begin to trade separately from the associated Common Shares at the "Separation Time" which is generally (subject to the ability of the Board to defer the Separation Time) the close of business on the tenth trading day after the earliest to occur of:

(d) a public announcement that a person or group of affiliated or associated persons or persons acting jointly or in concert has become an "Acquiring Person", meaning that such person or group has acquired Beneficial Ownership (as defined in the Rights Plan) of 20% or more of the outstanding Voting Shares other than as a result of: (i) a reduction in the number of Voting Shares outstanding; (ii) a "Permitted Bid" or "Competing Permitted Bid" (as defined below); (iii) acquisitions of Voting Shares in respect of which the Board has waived the application of the Rights Agreement; (iv) other specified exempt acquisitions and pro rata acquisitions in which shareholders participate on a pro rata basis; or (v) an acquisition by a person of Voting Shares upon the exercise, conversion or exchange of a security convertible, exercisable or exchangeable into a Voting Share received by a person in the circumstances described in (ii), (iii) or (iv) above;

(e) the date of commencement of, or the first public announcement of an intention of any person (other than the Company or any of its subsidiaries) to commence a takeover bid (other than a Permitted Bid or a Competing Permitted Bid) where the Voting Shares subject to the bid owned by that person (including affiliates, associates and others acting jointly or in concert therewith) would constitute 20% of more of the outstanding Voting Shares; and

(f) the date upon which a Permitted Bid or Competing Permitted Bid ceases to qualify as such.

Promptly following the Separation Time, separate certificates evidencing rights ("Rights Certificates") will be mailed to the holders of record of the Voting Shares as of the Separation Time and the Rights Certificates alone will evidence the Rights.

Rights Exercise Privilege

After the Separation Time, each Right entitles the holder thereof to purchase one Common Share at an initial "Exercise Price" equal to three times the "Market Price" at the Separation Time.  The Market Price is defined as the average of the daily closing prices per share of such securities on each of the 20 consecutive trading days through and including the trading day immediately preceding the Separation Time.  Following a transaction which results in a person becoming an Acquiring Person (a "Flip-In Event"), the Rights entitle the holder thereof to receive, upon exercise, such number of Common Shares which have an aggregate Market Price (as of the date of the Flip-In Event) equal to twice the then Exercise Price of the Rights for an amount in cash equal to the Exercise Price.  In such event, however, any Rights beneficially owned by an Acquiring Person (including affiliates, associates and others acting jointly or in concert therewith), or a transferee of any such person, will be null and void. A Flip-In Event does not include acquisitions approved by the Board or acquisitions pursuant to a Permitted Bid or Competing Permitted Bid.

Permitted Bid Requirements

A bidder can make a takeover bid and acquire Voting Shares without triggering a Flip-In Event under the Rights Plan if the takeover bid qualifies as a Permitted Bid.

The requirements of a "Permitted Bid" include the following:

(g) the takeover bid must be made by means of a takeover bid circular;

(h) the takeover bid is made to all holders of Voting Shares on the books of the Company, other than the offeror;

(i) no Voting Shares are taken up or paid for pursuant to the takeover bid unless more than 50% of the Voting Shares held by Independent Shareholders: (i) shall have been deposited or tendered pursuant to the take-over bid and not withdrawn; and (ii) have previously been or are taken up at the same time;

(j) the takeover bid contains an irrevocable and unqualified provision that no Voting Shares will be taken up or paid for pursuant to the takeover bid prior to the close of business on the date which is not less than 105 days following the date of the takeover bid;

(k) the takeover bid contains an irrevocable and unqualified provision that Voting Shares may be deposited pursuant to such takeover bid at any time during the period of time between the date of the takeover bid and the date on which Voting Shares may be taken up and paid for and any Voting Shares deposited pursuant to the takeover bid may be withdrawn until taken up and paid for; and

(l) the takeover bid contains an irrevocable and unqualified provision that, if on the date on which Voting Shares may be taken up and paid for under the takeover bid, more than 50% of the Voting Shares held by Independent Shareholders have been deposited pursuant to the takeover bid and not withdrawn, the offeror will make public announcement of that fact and the takeover bid will remain open for deposits and tenders of Voting Shares for not less than 10 business days from the date of such public announcement.

The Shareholder Rights Plan also allows for a competing Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is in existence.  A Competing Permitted Bid must satisfy all of the requirements of a Permitted Bid and contain an irrevocable and unqualified provision that no Voting Shares will be taken up or paid for pursuant to such takeover bid prior to the close of business on the date that is no earlier than the date on which Voting Shares may be taken up under any Permitted Bid (determined as of the date of making the takeover bid, assuming no amendment or variation to the terms and satisfaction of all conditions to the completion of the Permitted Bid) that preceded the Competing Permitted Bid.

Permitted Lock-Up Agreements

A person will not become an Acquiring Person by virtue of having entered into an agreement (a "Permitted Lock-Up Agreement") with a Shareholder whereby the Shareholder agrees to deposit or tender Voting Shares to a takeover bid (the "Lock-Up Bid") made by such person, provided that the agreement meets certain requirements including:

(m) the terms of the agreement are publicly disclosed and a copy of the agreement is publicly available not later than the date of the Lock-Up Bid or, if the Lock-Up Bid has not been made prior to the date on which such agreement is entered into, not later than the first business day following the date of such agreement;

(n) the holder who has agreed to tender Voting Shares to the Lock-Up Bid made by the other party to the agreement is permitted to terminate its obligation under the agreement, and to terminate any obligation with respect to the voting of such Voting Shares, in order to tender Voting Shares to another takeover bid or to support another transaction where: (i) the offer price or value of the consideration payable under the other takeover bid or transaction is greater than the price or value of the consideration per share at which the holder has agreed to deposit or tender Voting Shares to the Lock-Up Bid, or is greater than a specified minimum which is not more than 7% higher than the price or value of the consideration per share at which the holder has agreed to deposit or tender Voting Shares under the Lock-Up Bid; and (ii) if the number of Voting Shares offered to be purchased under the Lock-Up Bid is less than all of the Voting Shares held by Shareholders (excluding Voting Shares held by the offeror), the number of Voting Shares offered to be purchased under the other takeover bid or transaction (at an offer price not lower than in the Lock-Up Bid) is greater than the number of Voting Shares offered to be purchased under the Lock-Up Bid or is greater than a specified number which is not more than 7% higher than the number of Voting Shares offered to be purchased under the Lock-Up Bid; and

(o) no break-up fees, top-up fees, or other penalties that exceed in the aggregate the greater of 2.5% of the price or value of the consideration payable under the Lock-Up Bid and 50% of the increase in consideration resulting from another takeover bid or transaction shall be payable by the holder if the holder fails to deposit or tender Voting Shares to the Lock-Up Bid.

Waiver and Redemption

If a potential offeror does not desire to make a Permitted Bid, it can negotiate with, and obtain the prior approval of the Board to make a takeover bid by way of a takeover bid circular sent to all holders of Voting Shares on terms which the Board considers fair to all Shareholders.  In such circumstances, the Board may waive the application of the Shareholder Rights Plan thereby allowing such bid to proceed without dilution to the offeror.  Any waiver of the application of the Shareholder Rights Plan in respect of a particular takeover bid shall also constitute a waiver of any other takeover bid which is made by means of a takeover bid circular to all holders of Voting Shares while the initial takeover bid is outstanding.  The Board may also waive the application of the Shareholder Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event reduces its beneficial holdings to less than 20% of the outstanding Voting Shares within 14 days or such earlier or later date as may be specified by the Board.  With the prior consent of the holders of Voting Shares, the Board may, prior to the occurrence of a Flip-in Event that would occur by reason of an acquisition of Voting Shares otherwise than pursuant to the foregoing, waive the application of the Shareholder Rights Plan to such Flip-in Event.

The Board may, with the prior consent of the holders of Voting Shares, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right.  Rights are deemed to be redeemed following completion of a Permitted Bid, a Competing Permitted Bid or a takeover bid in respect of which the Board has waived the application of the Rights Plan.

Protection against Dilution

The Exercise Price, the number and nature of securities which may be purchased upon the exercise of Rights and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution in the event of dividends, subdivisions, consolidations, reclassifications or other changes in the outstanding Common Shares, pro rata distributions to holders of Common Shares and other circumstances where adjustments are required to appropriately protect the interests of the holders of Rights.

Exemptions for Investment Advisors

Investment advisors (for client accounts), trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plans, pension plans, or insurance plans of various public bodies) and administrators or trustees of registered pension plans or funds acquiring greater than 20% of the Voting Shares are exempted from triggering a Flip-in Event, provided they are not making, either alone or jointly or in concert with any other person, a takeover bid.

Duties of the Board

Continuation the term of the Shareholder Rights Plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of the Company.  The Board, when a takeover bid or similar offer is made, will continue to have the duty and power to take such actions and make such recommendations to Shareholders as are considered appropriate.

Amendment

The Company may make amendments to the Shareholder Rights Plan at any time to correct any clerical or typographical error and may make amendments which may be required to maintain the validity of the Shareholder Rights Plan due to changes in any applicable legislation, regulations or rules. The Company may, with the prior approval of Shareholders (or the holders of Rights if the Separation Time has occurred), supplement, amend, vary, rescind or delete any of the provisions of the Shareholder Rights Plan.

Vote Required and Recommendation of the Board

Shareholder approval of the Shareholder Rights Plan is required by its terms.  At the Meeting, Shareholders will be asked to consider and, if thought advisable, to ratify, confirm and approve the Shareholder Rights Plan by means of an ordinary resolution (the "Shareholder Rights Plan Resolution") in substantially the following form:

"BE IT RESOLVED THAT:

1. The Amended and Restated Shareholder Rights Plan Agreement, dated as of June 9, 2016, amended and extended June 12, 2025 between the Company and Computershare Trust Company of Canada (the "Rights Plan"), as described in the Information Circular prepared for the Company's Annual General Meeting held June 12, 2025 as approved by the Board on April 28, 2025, be and is hereby ratified, confirmed and approved, for a further three years and the Company is authorized to issue Rights pursuant thereto; and

2. The making on, or prior to, the date hereof of any other amendments to the Rights Plan as the Company may consider necessary or advisable to satisfy the requirements of any stock exchange or professional commentators on shareholder rights plans in order to conform the Rights Plan to versions of shareholder rights plans currently prevalent for reporting issuers in Canada, is hereby approved."

To pass, the Shareholder Rights Plan Resolution must be approved by a simple majority vote of the Common Shares voted, in person or by proxy, on the resolution.

The Board recommends that Shareholders vote in favour of the Shareholder Rights Plan Resolution. In the absence of a contrary instruction, the person(s) designated in the form of proxy by the Company intend to vote in favour the Shareholder Rights Plan.

A. Advisory Resolution on Company's Approach to Executive Compensation (Say-on-Pay)

The Board believes that Shareholders should have the opportunity to not only fully understand the objectives, philosophies and principles the Board has used in its approach to executive compensation decisions but to also have an annual advisory vote on such approach to executive compensation.  The purpose of the Say-on-Pay advisory vote is to provide appropriate director accountability to the Shareholders for the Board's compensation decisions.  For additional information regarding the Company's approach to executive compensation, Shareholders should review the section "Statement of Executive Compensation" in this Information Circular.  A full copy of the Company's Say-on-Pay Policy is included in Appendix 11 to the Governance Manual, and is available on the Company's website at www.tasekomines.com.

Although an annual vote by shareholders on our compensation practices is not mandatory in Canada, we believe it is an essential part of good governance and enhances shareholder engagement by giving the shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans and on the incentive plans themselves.  While Shareholders will provide their collective advisory vote, the Board remains fully responsible for its compensation decisions and is not relieved of its responsibilities.  Because the Say-on-Pay resolution is an advisory vote, the results are non-binding; however, the Board and the Compensation Committee will take the results of the vote into account when considering future compensation policies, procedures and decisions.

The Board recognizes that Say-on-Pay is an evolving area in Canada and globally and will review this policy annually to ensure that it is effective in achieving its objectives.

The Company's executive compensation policies and programs are based on the principle of 'pay for performance' to align the interests of the Company's executive officers with those of the Company's shareholders.  Shareholders are being asked at the Meeting to consider and approve the following ordinary resolution (the "Say-on-Pay Advisory Resolution") in substantially the following form:

"BE IT RESOLVED that, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the Shareholders accept the Board's approach to executive compensation delivered in advance of the 2025 annual meeting of shareholders."

To pass, the Say-on-Pay Advisory Resolution must be approved by a majority vote of the Common Shares voted, in person or by proxy, on the advisory resolution.

The management proxyholders intend to vote FOR the Say-on-Pay Advisory Resolution, except in relation to Common Shares held by a Shareholder who instructs otherwise.

In the event that a significant number of Shareholders oppose the Say-on-Pay Advisory Resolution, the Board will consult with its Shareholders, particularly those who are known to have voted against it, in order to understand their concerns and will review the Company's approach to compensation in the context of those concerns.

Shareholders who have voted against the Say-on-Pay Advisory Resolution are also encouraged to contact the Board to discuss their specific concerns.

The Board will disclose to Shareholders as soon as is practicable, ideally within six months of the vote, and no later than in the management proxy circular for its next annual meeting, a summary of the significant comments relating to management compensation received from Shareholders in the engagement process and an explanation of the changes to the compensation plans made or to be made by the Board or why no changes will be made.

ADDITIONAL INFORMATION

Additional information relating to the Company is included in the Company's annual information form and in the audited financial statements for the year ended December 31, 2024, the auditor's report thereon and related management discussion and analysis, all of which are filed under the Company's profile at www.sedarplus.ca.  Copies of the Company's most current interim financial statements and related management discussion and analysis, the Share Option Plan, the Performance Share Unit Plan, the Shareholders Rights Plan and any additional information may be obtained from www.sedarplus.ca and upon request from the Company at telephone number (778) 373-4533 or fax number (778) 373-4534.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, as at April 28, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Stuart McDonald"

Stuart McDonald
President and Chief Executive Officer

Schedule "A"

Change of Auditor Reporting Package

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