TKO ANNOUNCES TKO ANNOUNCES |
TASEKO ANNOUNCES $11.5 MILLION INVESTMENT IN
CONTINENTAL MINERALS CORPORATION
August
25, 2006, Vancouver, BC -
Taseko Mines Limited ("Taseko") (TSX:TKO; AMEX: TGB) announces that
it has reached an agreement with Continental Minerals Corporation ("Continental")
whereby Taseko will purchase an $11.5 million principal amount convertible
secured promissory note of Continental (the "Note"). The Note, if
not earlier converted, redeemed or repaid on the terms outlined below, is
due one year from its date of issuance (the "Closing").
Taseko has the right to convert any or all of the principal then outstanding
under the Note plus a 5% premium into Continental common shares at $2.05 per
share if the Note is exercised within the first six months or, at $2.25 per
share if exercised in the second six months. Taseko also receives the right
to participate in Continental's future financings (the "Participation
Right") and in such event can redeem the Note at 105% of the $11.5 million
principal amount of the Note and use the proceeds to subscribe for securities
offered under such future financing. In addition, upon conversion of the Note
or its redemption in the event that the Participation Right is exercised,
Taseko will acquire a right of first refusal (the "Pre-Emptive Right")
for up to five years, during which time Taseko may purchase up to 50% of any
equity or convertible securities, excepting certain normal course securities
issuances, offered by Continental in a subsequent financing until a maximum
of 19.9% of Continental's then outstanding shares on a fully diluted basis
are held by Taseko. If Taseko fails to exercise the Pre-Emptive Right in regards
to any offered securities under a future financing, the Pre-Emptive Right
thereupon expires.
The Note provides for interest at the rate of 16% per annum payable monthly.
Interest is payable in cash, or at Taseko's election, in Continental common
shares based upon the higher of the five day volume weighted average of the
closing price of Continental's common shares at the time the interest
payment is due or at Closing. Repayment of the Note is secured by an indirect
pledge of Continental's 60% interest in the Xietongmen property, which
security interest will be subordinated, if necessary, to any security interest
granted by Continental in respect of senior debt. Continental retains the
right to pre-pay the Note on 10 days notice, after 180 days from the Closing.
Taseko and Continental are both Hunter Dickinson Inc. operated companies and
have certain common directors and, accordingly, the independent directors
of each company have approved this financing. Completion of this financing
is subject to regulatory approval. Any Continental shares issued pursuant
to conversion of the Note will be subject to a four month hold period from
Closing.
Russell Hallbauer
President and CEO
All
currencies expressed in Canadian dollars
The Toronto Stock Exchange and the American Stock Exchange have neither approved
nor disapproved of the contents of this press release.
This news release contains forward-looking statements that
are based on current expectations and which involve risks and uncertainties,
including those referred to in Taseko's Annual Information Form ("AIF")
filed with Canadian securities regulatory authorities, or Taseko's annual
Form on 20F ("20F") filed with United States securities regulatory
authorities, that could cause actual events or results to differ materially
from estimated or anticipated events or results reflected in the forward-looking
statements. Such forward-looking statements include statements regarding financial
results and expectations for 2006 and include, among other things, statements
regarding targets, estimates and/or assumptions in respect of copper production
and/or copper prices, cash operating costs, expenditures on property, plant
and equipment, increases and decreases in production, reserves and/or resources
and anticipated grades and recovery rates and are or may be based on assumptions
and/or estimates related to future economic, market and other conditions.
Factors that could cause actual results, developments or events to differ
materially from those anticipated include, among others, the factors described
or referred to elsewhere herein and/or in the AIF and 20F, and include unanticipated
and/or unusual events. Many of such factors are beyond Taseko's ability
to control or predict. Actual results may differ materially from those anticipated.
Readers are cautioned not to put undue reliance on forward-looking statements
due to the inherent uncertainty therein. Taseko disclaims any intent or obligation
to update publicly any forward-looking statements, whether as a result of
new information, future events or results or otherwise.