UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at July 30, 2014

Commission File Number: 001-31965

TASEKO MINES LIMITED.
(Translation of registrant's name into English)

Suite 1500 – 1040 West Georgia St.
Vancouver, British Columbia
Canada V6E 4H1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[           ] Form 20-F   [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]


SUBMITTED HEREWITH

Exhibits

  99.1 Condensed Consolidated Interim Financial Statements June 30, 2014
     
  99.2 Management’s Discussion and Analysis
     
  99.3 Certification of Interim Filings - CEO
     
  99.4 Certification of Interim Filings - CFO

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Taseko Mines Ltd.
  (Registrant)
     
Date: July 30, 2014 By: /s/ Stuart McDonald
    Stuart McDonald
     
  Title: Chief Financial Officer

 



Taseko Mines Limited: Exhibit 99.1 - Filed by newsfilecorp.com


Condensed Consolidated Interim Financial Statements
June 30, 2014
(Unaudited)



TASEKO MINES LIMITED
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
(Cdn$ in thousands, except share and per share amounts)
(Unaudited)

          Three months ended     Six months ended  
          June 30,     June 30,  
          2014     2013     2014     2013  
    Note                          
                               
Revenues   3     107,307     68,191     212,303     128,341  
Cost of sales:   4                          
 Production costs         (80,642 )   (55,268 )   (166,199 )   (95,825 )
 Depletion and amortization         (13,331 )   (8,331 )   (23,983 )   (14,710 )
Earnings from mining operations         13,334     4,592     22,121     17,806  
                               
General and administrative         (2,920 )   (4,374 )   (7,994 )   (9,351 )
Exploration and evaluation         (2,484 )   (2,374 )   (4,232 )   (5,011 )
Other income (expenses)   5     (3,817 )   2,038     (1,650 )   1,661  
Write-down of marketable securities   6     (419 )   (4,363 )   (419 )   (13,750 )
Income (loss) before financing costs and income taxes         3,694     (4,481 )   7,826     (8,645 )
                               
Finance expenses   7     (6,535 )   (5,761 )   (13,182 )   (8,054 )
Finance income   8     942     2,052     2,064     3,794  
Foreign exchange gain (loss)         5,784     (6,451 )   (2,308 )   (10,751 )
Income (loss) before income taxes         3,885     (14,641 )   (5,600 )   (23,656 )
                               
Income tax recovery (expense)   9     (1,257 )   (80 )   (920 )   (1,547 )
Net income (loss) for the period         2,628     (14,721 )   (6,520 )   (25,203 )
                               
                               
Other comprehensive income (loss), net of tax:                              
   Unrealized income (loss) on available-for-sale
       financial assets
      (1,473 )   (581 )   2,036     (3,141 )
   Reclassification for permanent impairment on available
      for sale financial assets, included in the net loss
        -     -     -     8,213  
Total other comprehensive income (loss) for the period     (1,473 )   (581 )   2,036     5,072  
                               
Total comprehensive income (loss) for the period         1,155     (15,302 )   (4,484 )   (20,131 )
                               
Earnings (loss) per share                              
   Basic         0.01     (0.08 )   (0.03 )   (0.13 )
   Diluted         0.01     (0.08 )   (0.03 )   (0.13 )
                               
Weighted average shares outstanding (thousands)                              
   Basic         194,855     192,197     194,285     191,632  
   Diluted         195,178     192,197     194,285     191,632  

The accompanying notes are an integral part of these consolidated financial statements.



TASEKO MINES LIMITED
Condensed Consolidated Interim Statements of Cash Flows
(Cdn$ in thousands)
(Unaudited)

          Three months ended     Six months ended  
          June 30,     June 30,  
          2014     2013     2014     2013  
      Note                            
                               
Operating activities                              
Net income (loss) for the period         2,628     (14,721 )   (6,520 )   (25,203 )
   Adjustments for:                              
       Depletion and amortization         13,380     8,461     24,115     14,979  
       Income tax expense (recovery)   9     1,257     80     920     1,547  
       Share-based compensation expense         478     213     2,561     1,568  
       Change in fair value of copper put options   5     4,161     (1,756 )   3,079     (668 )
       Finance expenses (income)   7,8     5,592     5,201     11,117     5,190  
       Unrealized foreign exchange loss (gain)         (7,198 )   6,437     1,282     10,577  
       Write-down of marketable securities   6     419     4,363     419     13,750  
       Other operating activities         (330 )   1,004     (348 )   901  
   Net change in non-cash working capital   17     (6,836 )   16,449     227     (654 )
Cash provided by (used for) operating activities         13,551     25,731     36,852     21,987  
                               
Investing activities                              
   Purchase of property, plant and equipment         (6,448 )   (18,375 )   (12,092 )   (72,117 )
   Investment in financial assets         -     (1,662 )   (8,109 )   (1,677 )
   Interest received         79     780     171     942  
   Proceeds from sale of financial assets         -     20,050     -     20,050  
   Investment in long-term prepaids         -     (1,350 )   -     (5,100 )
   Other investing activities         -     (196 )   -     (412 )
Cash provided by (used for) investing activities         (6,369 )   (753 )   (20,030 )   (58,314 )
                               
Financing activities                              
   Repayment of debt         (7,953 )   (5,520 )   (14,095 )   (10,593 )
   Interest paid         (9,399 )   (8,766 )   (10,405 )   (9,582 )
   Common shares issued for cash         2,094     1,620     2,574     1,949  
   Proceeds from debt issuance         -     10,733     -     11,330  
Cash provided by (used for) financing activities         (15,258 )   (1,933 )   (21,926 )   (6,896 )
                               
Effect of exchange rate changes on cash and equivalents         (1,263 )   1,306     (400 )   1,724  
Increase (decrease) in cash and equivalents         (9,339 )   24,351     (5,504 )   (41,499 )
Cash and equivalents, beginning of period         86,700     69,145     82,865     134,995  
Cash and equivalents, end of period         77,361     93,496     77,361     93,496  

The accompanying notes are an integral part of these consolidated financial statements.



TASEKO MINES LIMITED
Condensed Consolidated Interim Balance Sheets
(Cdn$ in thousands)
(Unaudited)

          June 30,     December 31,  
          2014     2013  
    Note              
                   
ASSETS                  
Current assets                  
  Cash and equivalents         77,361     82,865  
  Accounts receivable         28,296     4,532  
  Other financial assets   10     60,235     69,729  
  Inventories   11     35,467     47,174  
  Current tax receivable         19,003     18,284  
  Prepaids         7,320     6,354  
          227,682     228,938  
                   
Other financial assets   10     39,014     38,272  
Property, plant and equipment   12     691,502     678,580  
Prepaids         7,920     10,543  
Other receivables         15,985     13,895  
          982,103     970,228  
                   
LIABILITIES                  
Current liabilities                  
  Accounts payable and accrued liabilities         38,528     26,864  
  Current portion of long-term debt   14     24,628     22,625  
  Interest payable         3,446     3,435  
  Other financial liabilities   13     48,576     63,985  
          115,178     116,909  
                   
Long-term debt   14     255,744     259,515  
Other financial liabilities   13     244     565  
Provision for environmental rehabilitation ("PER")         85,356     69,673  
Deferred tax liabilities         98,666     97,350  
          555,188     544,012  
                   
EQUITY                  
Share capital   15     376,382     372,274  
Contributed surplus         39,582     38,507  
Accumulated other comprehensive income (loss) ("AOCI")         6,979     4,943  
Retained earnings         3,972     10,492  
          426,915     426,216  
          982,103     970,228  

The accompanying notes are an integral part of these consolidated financial statements.



TASEKO MINES LIMITED
Condensed Consolidated Interim Statements of Changes in Equity
(Cdn$ in thousands)
(Unaudited)

    Share     Contributed           Retained        
    capital     surplus     AOCI     earnings     Total  
                               
Balance at January 1, 2013   368,128     37,487     (5,365 )   45,331     445,581  
Exercise of options   2,922     (972 )   -     -     1,950  
Share-based compensation   -     1,309     -     -     1,309  
Total comprehensive income (loss) for the period   -     -     5,072     (25,203 )   (20,131 )
Balance at June 30, 2013   371,050     37,824     (293 )   20,128     428,709  
                               
Balance at January 1, 2014   372,274     38,507     4,943     10,492     426,216  
Exercise of options   4,108     (1,534 )   -     -     2,574  
Share-based compensation   -     2,609     -     -     2,609  
Total comprehensive income (loss) for the period   -     -     2,036     (6,520 )   (4,484 )
Balance at June 30, 2014   376,382     39,582     6,979     3,972     426,915  

The accompanying notes are an integral part of these consolidated financial statements.



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

1.

REPORTING ENTITY

Taseko Mines Limited (the Company) is a corporation governed by the British Columbia Business Corporations Act. The unaudited consolidated interim financial statements of the Company as at and for the period ended June 30, 2014 comprise the Company, its subsidiaries and its 75% interest in the Gibraltar joint arrangement since its formation on March 31, 2010. The Company is principally engaged in the production and sale of metals, as well as related activities including exploration and mine development, within the province of British Columbia. Seasonality does not have a significant impact on the Company’s operations.

2.

SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and follow the same accounting policies and methods of application as the Company’s most recent annual financial statements. These condensed consolidated interim financial statements do not include all of the information required for full consolidated annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2013 prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These condensed consolidated interim financial statements were authorized for issue by the Board on July 28, 2014.

(b) Changes in accounting policies and disclosures

IAS 32 Financial instruments: presentation (IAS 32)

The Company adopted IAS 32 on January 1, 2014. IAS 32 establishes principles for presenting financial instruments as liabilities or equity and for offsetting financial assets and financial liabilities.

Based on the Company’s analysis, IAS 32 did not have an impact on the consolidated financial statements for the current period or prior periods presented.

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the Interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. Based on the Company’s analysis, IFRIC 21 did not have an impact on the consolidated financial statements for the current period or prior periods presented.



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

3.

REVENUE


    Three months ended     Six months ended  
    June 30,     June 30,  
    2014     2013     2014     2013  
Copper concentrate   94,755     64,911     193,649     121,337  
Copper cathode   1,421     -     1,421     33  
 Total copper sales   96,176     64,911     195,070     121,370  
Molybdenum concentrate   10,084     2,517     15,174     5,252  
Silver contained in copper concentrate   1,047     763     2,059     1,719  
    107,307     68,191     212,303     128,341  

4. COST OF SALES

    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
                         
Direct mining costs   66,230     45,145     128,951     85,159  
Treatment and refining costs   7,287     4,085     14,989     7,497  
Transportation costs   4,012     4,397     10,524     7,730  
Changes in inventories of finished goods and work in process   3,113     1,641     11,735     (4,561 )
Production costs   80,642     55,268     166,199     95,825  
Depletion and amortization   13,331     8,331     23,983     14,710  
Cost of sales   93,973     63,599     190,182     110,535  

Cost of sales consists of direct mining costs, which include personnel costs, mine site supervisory costs, non-capitalized stripping costs, repair & maintenance costs, depletion and amortization, operating supplies and external services.

5.

OTHER EXPENSES (INCOME)


    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
Realized loss on copper derivative instruments   1,501     3,074     3,163     6,147  
Unrealized loss (gain) on copper derivative instruments   2,660     (4,830 )   (84 )   (6,815 )
Management fee income   (282 )   (282 )   (563 )   (563 )
Other income   (62 )   -     (866 )   (430 )
    3,817     (2,038 )   1,650     (1,661 )

6.

MARKETABLE SECURITIES

During the period ended June 30, 2014, the Company reviewed the value of its marketable securities and subscription receipts for objective evidence of impairment based on both quantitative and qualitative criteria and determined that a write down was required. Accordingly, the Company recorded a pre-tax charge of $419 in profit or loss for the three and six month periods ended June 30, 2014 to reflect this write down (2013: $4,363 and $13,750 respectively for the three and six month periods ended June 30, 2013).



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

7.

FINANCE EXPENSES


    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
Interest expense   6,018     5,261     12,194     7,003  
Accretion on PER   517     500     988     1,051  
    6,535     5,761     13,182     8,054  

8.

FINANCE INCOME


    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
Interest income   942     1,952     2,064     3,393  
Realized income on dual currency deposits   -     87     -     354  
Gain on sale of marketable securities   -     13     -     47  
    942     2,052     2,064     3,794  

9.

INCOME TAX EXPENSE (RECOVERY)


    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
Current expense (recovery)   143     (7,695 )   (91 )   (7,395 )
Deferred expense (recovery)   1,114     7,775     1,011     8,942  
    1,257     80     920     1,547  

10.

OTHER FINANCIAL ASSETS


    June 30,     December 31,  
    2014     2013  
Current:            
  Copper put option contracts (note 18)   599     1,295  
  Marketable securities – available for sale   11,447     4,951  
  Red Mile Promissory Note   48,189     63,483  
    60,235     69,729  
Long-term:            
  Subscription receipts – available for sale   12,400     12,400  
  Reclamation deposits   26,614     25,872  
    39,014     38,272  



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

11.

INVENTORIES


    June 30,     December 31,  
    2014     2013  
Work in process   1,010     1,250  
Finished goods:            
 Copper contained in concentrate   8,413     20,049  
 Copper cathode   447     -  
 Molybdenum concentrate   553     859  
Materials and supplies   25,044     25,016  
    35,467     47,174  

12.

PROPERTY, PLANT & EQUIPMENT

During the three and six month periods ended June 30, 2014, the company capitalized stripping costs of $4,505 and $7,847, acquired mining property, plant and equipment of $2,892 and $16,743 and incurred depletion and amortization in mining operations of $13,380 and $24,115. The rehabilitation cost asset increased by $10,982 and $15,299 respectively, as a result of changes in estimates during the period including market driven discount rate changes.

13.

OTHER FINANCIAL LIABILITIES


    June 30,     December 31,  
    2014     2013  
Current:            
 Red Mile royalty obligation   48,532     63,854  
 Deferred revenue – Red Mile royalty obligation   44     131  
    48,576     63,985  
Long-term:            
   Income tax obligations   -     272  
   Deferred share units   244     293  
    244     565  

14.

DEBT


    June 30, 2014     December 31, 2013  
                         
    Carrying Value     Fair Value     Carrying Value     Fair Value  
Current:                        
 Capital leases   18,108     18,129     13,674     13,036  
 Secured equipment loans   6,520     6,728     8,951     8,899  
    24,628     24,857     22,625     21,935  



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

Long-term:                        
 Senior notes   209,369     213,637     208,349     211,540  
 Capital leases   31,223     31,259     33,138     31,592  
 Secured equipment loans   15,152     15,636     18,028     17,926  
    255,744     260,532     259,515     261,058  

All debt instruments are classified as a level 2 financial instrument (note 20).

15.

EQUITY

(a) Share capital

           (thousands of shares)   Common shares  
Common shares outstanding at January 1, 2014   193,382  
               Exercise of share options   1,618  
Common shares outstanding at June 30, 2014   195,000  

The Company’s authorized share capital consists of an unlimited number of common shares with no par value.

(b) Share-Based Compensation

During the three and six month periods ended June 30, 2014, the Company granted 145,000 and 3,963,000 share options to employees. These options have a weighted-average exercise price of $2.38 and $2.27 per share option with a term of 3 to 5 years and vest in equal amounts over two years. The weighted-average fair value of the share options issued was estimated at $0.96 and $1.07 per share option using the Black Scholes Option Pricing Model with the following assumptions:

    Three Months     Six Months  
    Ended,     Ended,  
    June 30, 2014     June 30, 2014  
Weighted Average Forfeiture Rate (%)   -     -  
Weighted Average Market Price   2.37     2.26  
Weighted Average Volatility (%)   48.85     55.39  
Weighted Average Risk Free Interest Rate (%)   1.43     1.63  
Weighted Average Dividend Yield (%)   -     -  
Weighted Average Expected Life (years)   4.38     4.72  

The Company has adopted a Deferred Share Unit (“DSU”) Plan (the “DSU Plan”) for non-employee directors, effective February 15, 2013. The DSU Plan provides for an annual grant to each non-employee director of the Company, or an equivalent cash payment in lieu thereof, which participants have agreed would in first instance be used to assist in complying with the Company’s 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.

During the first quarter of 2014, the Company issued 66,079 DSUs to directors (2013: 133,333). The DSUs were valued at $2.27 (2013: $3.18) per unit based upon the underlying share price at grant date and are fair valued based upon the market price every period end. The total number of deferred and restricted share units outstanding at June 30, 2014 was 99,371 units (2013: 133,333). A loss of $50 and $190 has been recognized for the three and six month periods ended June 30, 2014 respectively (2013: $118 gain, $259 loss).



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

16.

COMMITMENTS AND CONTINGENCIES

(a) Commitments

At June 30, 2014, the Company’s share of capital and operating commitments totaled $3,413 and $7,866 respectively.

(b) Contingencies

The Company has guaranteed 100% of certain debt entered into by the Gibraltar Joint Venture in which it holds a 75% interest. As at June 30, 2014, this debt totaled $65,775 on a 100% basis. The Company has also guaranteed its share of additional debt totaling $21,672 on a 75% basis.

17.

SUPPLEMENTARY CASH FLOW INFORMATION


    Three months ended     Six months ended  
          June 30,           June 30,  
    2014     2013     2014     2013  
                         
Change in non-cash working capital items                        
Accounts receivable   (10,704 )   14,430     (23,764 )   5,186  
Inventories   3,012     (2,958 )   11,707     (11,759 )
Prepaids   (67 )   1,369     1,657     (1,779 )
Accounts payable and accrued liabilities   1,517     7,256     11,529     7,491  
Interest payable   (144 )   (3,838 )   (2 )   167  
Income tax (paid)/received   (450 )   190     (900 )   40  
    (6,836 )   16.449     227     (654 )
Non-cash investing and financing activities                        
Assets acquired under capital lease   -     10,043     11,106     19,915  
Interest earned on promissory note   (699 )   (895 )   (1,489 )   (1,832 )
Interest expense on royalty obligation   731     191     1,462     382  
Royalty obligation settled by promissory note   -     -     (16,784 )   (10,820 )



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

18.

FINANCIAL RISK MANAGEMENT

Summary of derivatives

  Notional amount Strike price Term to maturity Fair value
At June 30, 2014        
Commodity contracts        
 Copper put option contracts 14.56 million lbs US$3.00 Q3 2014 271
 Copper put option contracts 14.60 million lbs US$2.75 Q4 2014 328
        599

19.

RELATED PARTIES

Related party transactions

    Transaction value for the     Transaction value for the  
    three months ended June 30,     six months ended June 30  
    2014     2013     2014     2013  
Hunter Dickinson Services Inc.:                        
 General and administrative expenses   740     566     1,340     967  
 Exploration and evaluation expenses   241     313     467     428  
    981     879     1,807     1,395  
Gibraltar joint venture:                        
 Other operating income (management fee)   281     282     563     563  
 Reimburseable compensation expenses   191     66     241     111  
    472     348     804     674  

    Balance due from (to) as at  
    June 30,  
    2014     2013  
Hunter Dickinson Services Inc.   (164 )   (76 )
Gibraltar Joint Venture   913     112  

Hunter Dickinson Services Inc. (HDSI) is a private company, which employs some members of the executive management of the Company and invoices the Company for their executive services as well as other services.

Under the terms of the joint venture operating agreement, the Gibraltar Joint Venture pays the Company a management fee for services rendered by the Company as operator of the Gibraltar mine. In addition, the Company pays certain expenses on behalf of the Gibraltar Joint Venture and invoices the Joint Venture for these expenses.

During the three month period ended March 31, 2014, the Company invested an additional $5,000 in Curis Resources Ltd., a public company that holds mineral property interests, with one director in common with the Company.



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

20.

FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has certain financial assets and liabilities that are measured at fair value on a recurring basis and uses the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, with Level 1 inputs having the highest priority.

    Level 1     Level 2     Level 3     Total  
June 30, 2014                        
Financial assets designated at FVTPL                        
 Copper put option contracts   -     599     -     599  
Available-for-sale financial assets                        
 Marketable securities   11,447     -     -     11,447  
 Subscription receipts   -     -     12,400     12,400  
 Reclamation deposits   26,614     -     -     26,614  
    38,061     599     12,400     51,060  
December 31, 2013                        
Financial assets designated at FVTPL                        
 Copper put option contracts   -     1,295     -     1,295  
Available-for-sale financial assets                        
 Marketable securities   4,951     -     -     4,951  
 Subscription receipts   -     -     12,400     12,400  
 Reclamation deposits   25,872     -     -     25,872  
    30,823     1,295     12,400     44,518  

There have been no transfers between fair value levels during the reporting period. The carrying value of cash and equivalents, accounts receivable and payable approximate their fair value as at June 30, 2014.

The senior notes, a level 1 instrument, are valued based upon publicly available information. The capital leases and secured equipment loans, level 2 instruments, are fair valued through discounting future cash flows at a rate of 5.28% to 5.37% based on the relevant loans effective interest rate.

The fair values of the level 2 instruments, copper put option contracts and capped floating rate notes, are based on broker quotes. Similar contracts are traded in an active market and the broker quotes reflect the actual transactions in similar instruments.

The subscription receipts, a level 3 instrument, are initially valued based on a purchase transaction. Subsequent valuations are based on a market approach using prices generated by market transactions involving comparable assets. In addition, the Company considers exploration results specific to the investment, which are communicated through discussions with the investee’s management.



Taseko Mines Limited: Exhibit 99.2 - Filed by newsfilecorp.com

TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

This management’s discussion and analysis ("MD&A") is intended to help the reader understand Taseko Mines Limited (“Taseko”, “we”, “our” or the “Company”), our operations, financial performance, and current and future business environment. This MD&A is intended to supplement and complement the condensed consolidated interim financial statements and notes thereto, prepared in accordance with IFRS for the six and three month periods ended June 30, 2014 (collectively, the “Financial Statements”). You are encouraged to review the Financial Statements in conjunction with your review of this MD&A and the most recent Form 40-F/Annual Information Form, which is available on the Canadian Securities Administrators’ website at www.sedar.com and on the EDGAR section of the United States Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

This MD&A is prepared as of July 28, 2014. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

Cautionary Statement on Forward-Looking Information

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities, and events or developments that the Company expects are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Further information concerning risks and uncertainties associated with these forward-looking statements and our business may be found in our most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities.

1



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

CONTENTS

OVERVIEW 3
   
HIGHLIGHTS 3
   
REVIEW OF OPERATIONS 5
   
REVIEW OF PROJECTS 7
   
MARKET REVIEW 8
   
FINANCIAL PERFORMANCE 9
   
FINANCIAL CONDITION REVIEW 13
   
SUMMARY OF QUARTERLY RESULTS 16
   
CRITICAL ACCOUNTING POLICIES AND ESTIMATES 16
   
CHANGE IN ACCOUNTING POLICIES 17
   
INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES 17
   
CHANGE IN BOARD COMPOSITION 18
   
RELATED PARTY TRANSACTIONS 18
   
NON-GAAP PERFORMANCE MEASURES 19

2



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

OVERVIEW

Taseko Mines Limited (“Taseko” or “Company”) is a mining company that seeks to create shareholder value by acquiring, developing, and operating large tonnage mineral deposits which, under conservative forward metal price assumptions, are potentially capable of supporting a mine for 10 years or longer. The Company’s sole operating asset is the 75% owned Gibraltar Mine, a large copper/molybdenum mine located in central British Columbia. The Gibraltar Mine has undergone a major expansion in recent years and is now one of the largest copper mines in North America. Taseko also owns the New Prosperity gold-copper, Aley niobium and Harmony gold projects.

HIGHLIGHTS

    Three months ended     Six months ended  
Financial Data   June 30,     June 30,  
(Cdn$ in thousands, except for per share                                    
amounts)   2014     2013     Change     2014     2013     Change  
Revenues   107,307     68,191     39,116     212,303     128,341     83,962  
Earnings from mining operations before
depletion and amortization*
26,665 12,923 13,742 46,104 32,516 13,588
Earnings from mining operations   13,334     4,592     8,742     22,121     17,806     4,315  
Net earnings (loss)   2,628     (14,721 )   17,349     (6,520 )   (25,203 )   18,683  
   Per share - basic (“EPS”)   0.01     (0.08 )   0.09     (0.03 )   (0.13 )   0.10  
Adjusted net earnings (loss)*   (2,172 )   (10,177 )   8,005     (4,881 )   (13,010 )   8,128  
   Per share - basic (“adjusted EPS”) *   (0.01 )   (0.05 )   0.04     (0.03 )   (0.07 )   0.04  
EBITDA *   23,336     (2,171 )   25,507     32,194     (2,495 )   34,689  
Adjusted EBITDA *   19,217     3,888     15,329     33,811     13,763     20,048  
Cash flows provided by (used for) operations   13,551     25,731     (12,180 )   36,852     21,987     14,865  

Operating Data (Gibraltar - 100% basis)   Q2 2014     Q1 2014     Q4 2013     Q3 2013     Q2 2013  
Copper contained in concentrate and copper cathode                    
   Production (million pounds Cu)   38.5     34.5     33.5     36.7     28.1  
   Sales (million pounds Cu)   38.7     40.0     37.0     26.6     27.8  
   Inventory (million pounds Cu)   4.1     4.4     10.1     13.6     3.5  
Per unit data (US$ per pound) *                              
   Operating costs of production* $ 2.11   $ 2.19   $ 1.88   $ 1.95   $ 2.09  
   By-product credits   (0.35 )   (0.21 )   (0.18 )   (0.04 )   (0.15 )
Net operating costs of production * $ 1.76   $ 1.98   $ 1.70   $ 1.91   $ 1.94  
Off-property costs   0.36     0.50     0.44     0.30     0.40  
Total operating costs * $ 2.12   $ 2.48   $ 2.14   $ 2.21   $ 2.34  

*Non-GAAP performance measure. See page19 of this MD&A.

3



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

HIGHLIGHTS - CONTINUED

4



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

REVIEW OF OPERATIONS

Gibraltar mine (75% Owned)

Operating results in the following table are presented on a 100% basis.

Operating Data (100% basis)   Q2 2014     Q1 2014     Q4 2013     Q3 2013     Q2 2013  
Tons mined (millions)   30.2     25.9     21.5     22.6     22.7  
Tons milled (millions)   7.7     7.0     7.6     6.8     5.8  
Strip ratio   3.1     2.8     3.9     2.6     3.3  
Copper concentrate                              
   Grade (%)   0.285     0.290     0.270     0.315     0.281  
   Recovery (%)   85.3     84.6     81.7     85.9     85.8  
   Production (million pounds Cu)   37.6     34.5     33.5     36.7     28.1  
   Sales (million pounds Cu)   38.1     40.0     37.0     26.6     27.8  
   Inventory (million pounds Cu)   3.9     4.4     10.1     13.6     3.5  
Copper cathode                              
   Production (million pounds)   0.9     -     -     -     -  
   Sales (million pounds)   0.6     -     -     -     -  
Molybdenum concentrate                              
   Grade (%)   0.011     0.009     0.010     0.012     0.011  
   Recovery (%)   41.4     42.5     34.8     17.5     26.4  
   Production (thousand pounds Mo)   667     566     480     284     333  
   Sales (thousand pounds Mo)   731     589     499     110     317  
Per unit data (US$ per pound) *                              
   Operating costs of production* $ 2.11   $ 2.19   $ 1.88   $ 1.95   $ 2.09  
   By-product credits *   (0.35 )   (0.21 )   (0.18 )   (0.04 )   (0.15 )
Net operating costs of production * $ 1.76   $ 1.98   $ 1.70   $ 1.91   $ 1.94  
Off-property costs   0.36     0.50     0.44     0.30     0.40  
Total operating costs * $ 2.12   $ 2.48   $ 2.14   $ 2.21   $ 2.34  

*Non-GAAP performance measure. See page 19 of this MD&A

5



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Gibraltar mine operated at its design capacity of 85,000 tons per day in the second quarter of 2014. Total mill throughput for the second quarter was 7.7 million tons, an increase of 32% over tons milled in the second quarter 2013. Total copper production for the quarter was 38.5 million pounds, a 37% increase over pounds produced in the second quarter of 2013.

A total of 30.2 million tons were mined in the second quarter, a 33% increase over the second quarter of 2013. The shovel mechanical availability issues present in the first quarter of 2014 have been resolved and for much of the second quarter the mining fleet was operating at target rates.

Molybdenum production for the second quarter of 2014 was 667,000 pounds, a 200% increase over the second quarter of 2013 and an 18% increase over the previous quarter, due to higher head grades and increased mill throughput.

Molybdenum recoveries were 41.4% for the second quarter, a 56% increase over the second quarter of 2013 and consistent with the previous quarter. Management’s focus is on improving molybdenum recoveries to achieve the design recovery of 50%.

After 18 months of reconditioning the oxide dumps to improve the recovery of oxide copper, the Gibraltar SX/EW plant successfully recommenced operations with production of 0.9 million pounds of copper cathode in the second quarter of 2014.

Net operating costs of production* per pound
(Q1 2014 compared to Q2 2014)

*Non-GAAP performance measure. See page 19 of this MD&A

In the second quarter of 2014, net operating costs per pound of copper produced were US$1.76, a 12% decrease over the US$1.98 per pound in the previous quarter. This decrease was primarily due to increased by-product credits are a result of the improved performance in the new molybdenum plant and increasing molybdenum prices during the quarter. Also contributing to the decreased unit cost were reduced maintenance costs as the mine fleet, specifically the shovels, returned to normal operating utilization. Mill operating costs were slightly higher than the first quarter due to scheduled mill liner replacements.

6



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Off property costs, including transportation, treatment and refining charges, for the second quarter of 2014 were $0.36 per pound produced, compared to $0.40 per pound produced in the second quarter of 2013. The off property costs in the second quarter of 2014 were reduced by credits for port handling fees. Off property costs are driven by sales volumes, and therefore off property costs per pound produced fluctuates based on differences between production and sales volumes.

The total operating costs, including off-property costs, for the second quarter of 2014 were $2.12 per pound produced, lower when compared to the $2.34 per pound produced in the second quarter of 2013.

REVIEW OF PROJECTS

New Prosperity project

On June 26, 2014 the Supreme Court of Canada declared aboriginal title existed in a defined area of British Columbia historically occupied by the Tsilhqot'in people. While the court decision itself has no direct bearing on the current regulatory status of the project, it clarifies the issue of aboriginal rights and title in the general area of New Prosperity, a complicating factor in advancing the project. The decision is clear - the project is located outside the legally declared title area. With the matter now settled, the opportunity exists for a constructive and mutually beneficial way forward for all parties - Taseko, aboriginal communities, federal and provincial governments.

The Company has initiated two judicial reviews, challenging the federal environmental assessment process and the Federal Government’s decision to not issue the authorizations necessary for the project to advance. The Company expects that it will take several more months before these matters are heard in court.

Aley project

During the second quarter of 2014, the project team continued to refine the successful modification made to the recovery process and the expectation is that the flow sheet will be finalized shortly.

7



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

MARKET REVIEW


Prices (USD per pound for Commodities) (Source: Bloomberg)

Copper traded up to a four-month high price at the end of the second quarter 2014, up six percent during the quarter to US$3.18 per pound. Supporting the upward pricing trend was a continued decline of global copper stocks, which dropped a further 46% during the quarter to approximately 250,000 tonnes, which represents less than five days of global copper consumption.

Economic news in the quarter has also contributed to the strengthening copper price. Following a weak first quarter of 2014, the US economy appears to be strengthening. The Chinese economy has also strengthened with expectations of better than seven percent growth for the second quarter. New laws regarding mineral exports in Indonesia have also contributed to the strengthening copper price.

Molybdenum provides an important by-product credit (reduces operating costs per pound of copper) at Gibraltar. In the second quarter of 2014 the molybdenum price climbed to a high of US$14.75 per pound, its highest level since early 2012.

The Canadian dollar strengthened towards the end of the second quarter of 2014, ending 3% higher than the first quarter at 0.9371 to the US dollar. The overall weaker Canadian dollar, when compared to previous fiscal years, has yielded positive results for our operations, which are affected by the Canadian dollar/US dollar exchange rate. Our product sales are denominated in US dollars, while the majority of our operating expenses are denominated in Canadian dollars.

Fluctuations in the Canadian dollar/US dollar exchange rate can have a significant effect on our operating results and the net operating costs of production, which is reported in US dollar per pound.

8



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

FINANCIAL PERFORMANCE

Earnings

Earnings from mining operations increased to $13.3 million in the second quarter of 2014 from $4.6 million in the second quarter of 2013, primarily due to increased revenues and lower unit operating costs partially offset by increased depletion and amortization. The increased revenues are a result of Taseko’s share of Gibraltars copper sales volumes increasing to 29 million pounds in the second quarter of 2014 from 20.8 million pounds in the second quarter of 2013, partially offset by lower realized copper prices. The increased copper sales volumes are a result of the increased production from the Gibraltar Mine expansion, which ramped up during 2013.

In the second quarter of 2014, the Company realized net earnings of $2.6 million ($0.01 per share), compared to a net loss of $14.7 million ($0.08 per share) in the second quarter of 2013.

In the six month period ended June 30, 2014 the Company realized a net loss of $6.5 million ($0.03 per share), compared to a net loss of $25.2 million ($0.13 per share) in the prior year’s period. The decline in net loss is driven by increased copper production combined with decreased unit operating costs.

Included in net earnings are a number of items that management believes require adjustment in order to better measure the underlying performance of the business. These items are in the table below:

    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands)   2014     2013     Change     2014     2013     Change  
Net (loss) earnings   2,628     (14,721 )   17,349     (6,520 )   (25,203 )   18,683  
 Unrealized loss (gain) on derivatives   2,660     (4,830 )   7,490     (84 )   (6,815 )   6,731  
 Unrealized foreign exchange (gains)/losses   (7,198 )   6,526     (13,724 )   1,282     9,753     (8,471 )
 Write down of marketable securities   419     4,363     (3,944 )   419     13,750     (13,331 )
 Non-recurring other expenses (income)   -     -     -     -     (430 )   430  
 Estimated tax effect of adjustments   (681 )   (1,515 )   834     22     (4,065 )   4,086  
Adjusted net earnings (loss) *   (2,172 )   (10,177 )   8,005     (4,881 )   (13,010 )   8,128  

*Non-GAAP performance measure. See page 19 of this MD&A

Unrealized gains/losses on derivatives can vary materially each period and have a significant impact on earnings. These amounts represent the change in fair value of our copper put options during the period.

Any impairment in the value of the Company’s marketable securities is written down through profit and loss. For the three month period ended June 30, 2014, the Company determined an impairment loss of $0.4 million was required due to decline in fair value of one of its investments.

The foreign currency translation impact and the unrealized gains and losses on the derivative instruments are removed from the adjusted net earnings measure as they are not indicative of a realized economic gain/loss or the underlying performance of the business in the period. In the second quarter of 2014 the Canadian dollar strengthened in comparison to the immediate prior quarter, this partially reversed a prior recognized foreign exchange loss on Taseko’s senior debt denominated in US dollars. The impact was a foreign exchange gain of $7.2 million for the quarter.

9



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Revenues                                    
    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands)   2014     2013     Change     2014     2013     Change  
Copper in concentrate   94,755     64,911     29,844     193,649     121,337     72,312  
Copper cathode   1,421     -     1,421     1,421     33     1,388  
   Total copper sales   96,176     64,911     31,265     195,070     121,370     73,700  
Molybdenum concentrate   10,084     2,517     7,567     15,174     5,252     9,922  
Silver contained in copper concentrate   1,047     763     284     2,059     1,719     340  
    107,307     68,191     39,116     212,303     128,341     83,962  
(thousands of pounds, unless otherwise noted)                                    
Copper in concentrate *   27,998     20,057     7,941     56,912     36,201     20,711  
Copper cathode   424     -     424     424     -     424  
   Total copper sales   28,422     20,057     8,365     57,336     36,201     21,135  
Average realized copper price (US$ per pound)   3.16     3.16     (0.00 )   3.12     3.30     (0.18 )
Average LME copper price (US$ per pound)   3.08     3.20     (0.12 )   3.14     3.42     (0.28 )

* This amount includes a net smelter payable deduction of approximately 3.5% to derive net pounds of copper sold.

Copper revenues for the second quarter of 2014 increased by $31.3 million, or 48%, over the second quarter of 2013, due to a 37% increase in copper sales volumes offset by a 10% decrease in average realized copper prices.

The Company’s average realized copper price for the second quarter 2014 was US$3.16 per pound, compared to US$3.16 for the second quarter of 2013. London Metals Exchange (LME) copper prices averaged US$3.08 in second quarter 2014, also down 4% over the average realized in the second quarter 2013 of US$3.20. The Company’s average realized copper price is above the LME’s average due to a portion of the Company’s receivables being revalued in an increasing copper price environment.

Molybdenum revenues for the second quarter of 2014 totaled $10.1 million, an increase of 300% over the $2.5 million for the same quarter of 2013. The increase in revenues was due to a 131% increase in sales volumes combined with a 24% increase in the average realized molybdenum price over the second quarter of 2013.

Copper revenues for the first six month period of 2014 increased by $73.7 million, or 61%, over the prior year period, due to a 58% increase in copper sales volumes combined with a 10% decrease in average realized copper prices.

Molybdenum revenues for the first six month period of 2014 increased by $9.9 million, or 190%, over the second quarter of 2013, due to a 102% increase in molybdenum sales volumes combined with a 32% increase in average realized molybdenum prices.

The overall weakening of the Canadian dollar relative to the US dollar had a significant impact on the quarter when compared to the second quarter of 2013. Copper sales are denominated in US dollars, therefore when the US dollar strengthens against the Canadian dollar revenues increase.

10



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Cost of sales                                    
    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands)   2014     2013     Change     2014     2013     Change  
Direct mining costs   66,230     45,145     21,085     128,951     85,159     43,792  
Treatment and refining costs   7,287     4,085     3,202     14,989     7,497     7,492  
Transportation costs   4,012     4,397     (385 )   10,524     7,730     2,794  
Changes in inventories of finished goods and                                    
WIP   3,113     1,641     1,472     11,735     (4,561 )   16,296  
Production costs   80,642     55,268     25,374     166,199     95,825     70,374  
Depletion and amortization   13,331     8,331     5,000     23,983     14,710     9,273  
Cost of sales   93,973     63,599     30,374     190,182     110,535     79,647  

Contributing to the period-over-period increase in cost of sales for the second quarter 2014 was a 33% increase in tons mined and a 33% increase in tons milled. For the second quarter 2014, direct mining costs increased by 47% over the second quarter 2013, resulting from higher labour, consumables, fuel and power consumption associated with the increased production levels, as the commissioning of the new concentrator and ramp up of throughput in the mill did not commence until the second quarter of 2013 and was ramping up during that quarter.

Total treatment and refining costs and transportation have increased over the same quarter last year, mostly due to the 33% increase in copper sales over the second quarter of 2013 and the strengthening US dollar.

Contributing to the period-over-period increase in cost of sales for the first six months of 2014 was a 24% increase in tons mined and a 46% increase in tons milled. For the six month period ended 2014, direct mining costs increased by 51% over the prior year period, resulting from higher labour, consumables, fuel and power consumption associated with the increased production levels, as the commissioning of the new concentrator and ramp up of throughput in the mill did not commence until the second quarter of 2013.

Depletion and amortization for the second quarter of 2014 was $13.3 million, a 60% increase from the prior period quarter. The increase is due to a 33% increase in tons mined and milled and more onsite mobile mining equipment to enable a higher mining rate.

11



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Other expenses (income)                                    
    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands)   2014     2013     Change     2014     2013     Change  
General and administrative   2,920     4,374     (1,454 )   7,994     9,351     (1,357 )
Exploration and evaluation   2,484     2,374     110     4,232     5,011     (779 )
Other operating expenses (income):                        
   Realized loss on copper derivative instruments   1,501     3,074     (1,573 )   3,163     6,147     (2,984 )
   Unrealized (gain) loss on copper derivative instruments   2,660     (4,830 )   7,490     (84 )   (6,815 )   6,731  
   Other expense (income)   (344 )   (282 )   (62 )   (1,429 )   (993 )   (436 )

During the second quarter 2014, approximately $1.6 million was spent on Aley and approximately $0.7 million was spent on the New Prosperity project, compared to $1.2 million and $0.8 million, respectively, for the second quarter of 2013.

The $2.7 million in unrealized loss on the copper derivative instruments is due to decreases in the fair value of the put options on the outstanding contracts for the remaining six months of 2014.

Finance income & expenses

Finance expenses for the second quarter of 2014 increased by $0.8 million compared to the second quarter of 2013 due to additional equipment financing in the first half of 2014 and the effect of the strengthening US dollar on the US dollar denominated long term debt.

Finance income is primarily comprised of income earned on the promissory note and reclamation deposits. For the second quarter of 2014, finance income is lower than the prior year quarter due to lower interest earned on the reclamation deposits.

12



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Income tax

    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands)   2014     2013     Change     2014     2013     Change  
Current (recovery) expense   143     (7,695 )   7,838     (91 )   (7,395 )   7,304  
Deferred (recovery) expense   1,114     7,775     (6,661 )   1,011     8,942     (7,931 )
    1,257     80     1,177     920     1,547     (627 )
Effective tax rate   32.4%     (0.01% )   32.4%     (16.4% )   (6.5% )   (9.9% )
Canadian statutory rate   26%     26.0%     -     26%     25.5%     0.5%  
BC Mineral tax rate   9.6%     9.8%     (0.2% )   9.6%     9.8%     (0.2% )

Current tax expense consists of estimated of BC Mineral taxes, based on production at the Gibraltar mine and taking into account minor adjustments to prior year taxes.

The effective tax rate for the second quarter 2014 was 32.4%, which is lower than the statutory rate of 35.6% . The difference is a result of permanent differences related to non-deductible share-based compensation and expenditures incurred that are not deductible for BC Mineral tax, in addition to unrecognized tax benefits related to foreign exchange and the royalty obligation.

FINANCIAL CONDITION REVIEW

Balance sheet review

          As at        
    As at June 30,     December 31        
(Cdn$ in thousands)   2014     2013     Change  
Cash and equivalents   77,361     82,865     (5,504 )
Other current assets   150,321     146,073     4,248  
Non-current assets   754,421     741,290     13,131  
Total assets   982,103     970,228     11,875  
Current liabilities   115,178     116,909     (1,731 )
Long-term debt   255,744     259,515     (3,771 )
Other liabilities   184,266     167,588     16,678  
Total liabilities   555,188     544,012     11,176  
Equity   426,915     426,216     699  
Working capital   112,504     112,029     475  
Net debt   203,011     199,275     3,736  
Total common shares outstanding (millions)   195.0     193.4     2  

The Company’s asset base is comprised principally of non-current assets, including property, plant and equipment, reflecting the capital intensive nature of the mining business. The current assets include cash, accounts receivable, other financial assets and inventories (supplies and production inventories), along with prepaid expenses and deposits. Production inventories, accounts receivable and cash balances fluctuate in relation to shipping and cash settlement schedules.

13



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Total liabilities increased from $544 million at December 31, 2013 to $555 million as at June 30, 2014. Current liabilities decreased by $1.7 million, due to the reduction of $15.4 million in the royalty obligation, offset by a $11.7 million increase in current payables and a $2 million increase in current portion of long term debt. Long-term liabilities increased by $12.3 million mainly represented by a $3.8 million decrease in long term debt (including the impact of foreign exchange translation) and a $15.7 -million increase in the provision for the environmental rehabilitation (PER).

The PER valuation was adjusted during the second quarter of 2014 for changes in estimated cash flows required to discharge the liability, along with a change in the discount rates. The Bank of Canada long-term benchmark bond rate used as a proxy for long-term discount rates decreased to 2.78% at June 30, 2014 from the 3.2% level at December 31, 2013. Given the long timeframe over which environmental rehabilitation expenditures are expected to be incurred (over 100 years), the amounts of the provision and asset are very sensitive to changes in discount rates.

As at July 28, 2014, there were 195,000,455 common shares outstanding. In addition, there were 11,832,000 director and employee stock options outstanding at July 28, 2014. More information on these instruments and the terms of their exercise is set out in note 21 of our 2013 annual financial statements.

Liquidity, cash flow and capital resources

At June 30, 2014, the Company had cash and equivalents of $77.4 million, a $5.5 million decrease over the $82.9 million reported at December 31, 2013. We maintained our strategy of retaining significant liquidity to fund operations and to reflect the capital intensive nature of the business.

Operating cash flow for the second quarter 2014 was an inflow of $13.5 million compared to an inflow of $25.7 million for the prior-year quarter. Although revenues and earnings were higher in the second quarter of 2014 than the prior year quarter, operating cash flow was impacted in both periods by working capital adjustments related to accounts receivable and the timing of cash receipts.

Cash used in investing activities for the second quarter 2014 was $6.4 million compared to $0.8 million in the prior year quarter. The second quarter of 2014 outflow was primarily related to the purchase of property plant and equipment and capitalized stripping. The prior year quarter’s major components were an outflow of $18.4 on purchase of property, plant and equipment offset by an inflow of $20 million from proceeds of highly liquid money market instruments. The decrease quarter over quarter of property plant and equipment purchase was due to the mine expansion completed in 2013.

Cash used for financing activities for the second quarter 2014 was $15.3 million, primarily due to combined debt repayment and interest charges of $17.4 million, offset by $2.1 million in proceeds from the exercise of stock options. Cash used for financing activities for the prior-year quarter was $1.9 million, primarily due to a combined debt repayment and interest charges of $14.2 million, offset by $1.6 million in proceeds on the issuance of common shares and $10.7 million in proceeds on debt issuance.

Future changes in copper and molybdenum market prices could impact the timing and amount of cash available for future investment in capital projects and/or other uses of capital. To partially mitigate these risks, copper put options are entered into for a portion of our share of Gibraltar copper production. In addition to operating cash flows generated by the Gibraltar mine, alternate sources of funding for future capital or other liquidity needs may include, strategic partnerships, such as the Gibraltar joint venture and the Franco-Nevada gold stream transaction for the New Prosperity project, and debt or equity financings. These alternatives are regularly evaluated to determine the optimal mix of capital resources to address capital needs and to minimize the weighted average cost of capital.

14



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Hedging strategy

The Company’s hedging strategy is to secure a minimum price for a portion of copper production using put options that are either purchased outright or funded by the sale of call options that are significantly out of the money. The amount and duration of the hedge position is based on an assessment of business-specific risk elements combined with the copper pricing outlook. Copper price and quantity exposure are reviewed at least quarterly to ensure that adequate revenue protection is in place. Hedge positions are typically extended adding incremental quarters at established put strike prices to provide the necessary price protection.

Considerations on the cost of the hedging program include an assessment of Gibraltar’s estimated production costs, anticipated copper prices and the Company’s capital requirements during the relevant period. The following table shows the commodity contracts that were outstanding as at the date of this document.

  Notional amount Strike price Term to maturity Original cost
At July 28, 2014        
Commodity contracts        
   Copper put option 14.6 million lbs US$3.00 Q3 2014 $1.2 million
   Copper put option 14.6 million lbs US$2.75 Q4 2014 $1.8 million

The Company spent $3.1 million in the six month period ended June 30, 2014 to acquire additional put options for the third and fourth quarters of 2014, at $3.00/lb. and $2.75/lb. respectively.

Commitments and contingencies

At June 30, 2014, the Company’s share of capital and operating commitments totaled $3.4 million and $7.9 million respectively.

15



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

SUMMARY OF QUARTERLY RESULTS

    2014           2013                       2012        
($ in thousands,                                                
except per share amounts)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Revenues   107,307     104,996     94,916     66,799     68,191     60,150     62,878     60,999  
Net earnings (loss)   2,628     (9,148 )   (9,756 )   120     (14,721 )   (10,482 )   (5,514 )   (3,133 )
   Basic EPS   0.01     (0.05 )   (0.05 )   (0.00 )   (0.08 )   (0.05 )   (0.03 )   (0.02 )
Adjusted net earnings (loss) *   (2,172 )   (2,710 )   834     (1,851 )   (10,177 )   (2,833 )   (2,680 )   2,453  
   Adjusted basic EPS *   (0.01 )   (0.01 )   (0.00 )   (0.01 )   (0.05 )   (0.01 )   (0.01 )   0.01  
EBITDA *   23,336     8,858     11,869     15,173     (2,171 )   (591 )   4,391     1,471  
Adjusted EBITDA *   19,217     14,594     17,716     12,545     3,888     9,608     8,170     8,919  

(US$ per pound, except where indicated)                                            
Realized copper price *   3.16     3.10     3.18     3.33     3.52     3.47     3.48     3.64  
Total operating costs *   2.12     2.48     2.14     2.21     2.34     2.45     2.72     2.50  
Copper sales (million pounds)   28.4     28.9     27.0     18.9     20.1     16.1     17.4     16.1  

*Non-GAAP performance measure. See page 19 of this MD&A

Financial results for the last eight quarters reflect: volatile copper prices that impact realized sale prices; variability in the quarterly sales volumes due to timing of shipments which impacts revenue recognition; and a trend of increasing absolute production costs caused by increasing production volumes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's significant accounting policies are presented in note 3.5 of the 2013 annual financial statements. The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

In the process of applying the Company’s accounting policies, significant areas where judgment is required include the determination of a joint arrangement and recovery of other receivables.

Significant areas of estimation include reserve and resource estimation; asset valuations and the measurement of impairment charges or reversals; finished and in-process inventory quantities; plant and equipment lives; tax provisions; provisions for environmental rehabilitation; valuation of financial instruments and derivatives; deferred stripping costs and share-based compensation. Key estimates and assumptions made by management with respect to these areas have been disclosed in the notes to the financial statements and the 2013 annual consolidated financial statements as appropriate.

The accuracy of reserve and resource estimates is a function of the quantity and quality of available data and the assumptions made and judgment used in the engineering and geological interpretation, and may be subject to revision based on various factors. Changes in reserve and resource estimates may impact the carrying value of property, plant and equipment; the calculation of depreciation expense; the capitalization of stripping costs incurred during production; and the timing of cash flows related to the provision for environmental rehabilitation.

16



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Changes in forecast prices of commodities, exchange rates, production costs and recovery rates may change the economic status of reserves and resources. Forecast prices of commodities, exchange rates, production costs and recovery rates, and discount rates assumptions, either individually or collectively, may impact the carrying value of derivative financial instruments, inventories, property, plant and equipment, and intangibles, as well as the measurement of impairment charges or reversals.

CHANGE IN ACCOUNTING POLICIES

Financial instruments: presentation (“IAS 32”)

The Company adopted IAS 32, Financial instruments: presentation (“IAS 32”), on January 1, 2014. IAS 32 establishes principles for presenting financial instruments as liabilities or equity and for offsetting financial assets and financial liabilities.

Based on the Company’s analysis, IAS 32 did not have an impact on the consolidated financial statements for the current period or prior periods presented.

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the Interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached.

Based on the Company’s analysis, IFRIC 21 did not have an impact on the consolidated financial statements for the current period or prior periods presented.

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting and disclosure controls and procedures.

The Company’s internal control system over financial reporting is designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

   
(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

   
(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s internal control system over disclosure controls and procedures is designed to provide reasonable assurance that material information relating to the Company is made known to management and disclosed to others and information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by us under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.

17



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial reporting and disclosure.

There have been no changes in our internal controls over financial reporting and disclosure controls and procedures during the period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting and disclosure.

CHANGE IN BOARD COMPOSITION

Mr. Wayne Kirk, did not stand for re-election as a director at the Company’s AGM held on June 11, 2014. Following this decision the Company decided to change the composition of the Board of Directors by replacing a non-independent director with an independent director, and accordingly George Ireland was appointed as a director on July 7, 2014 and Scott Cousens resigned as a director of the Company. George Ireland is the Chief Investment Officer and Managing Member of Geologic Resource Partners LLC, a significant shareholder of the Company and brings over 30 years of experience in all aspects of the resource sector to Taseko.

RELATED PARTY TRANSACTIONS

Key management personnel

Key management personnel include the members of the Board of Directors and executive officers of the Company.

During the three and six month period ended June 30 2014, the Company incurred total compensation expenses of $1.6 million and $4.8 million respectively for its key management personnel compared to $2.3 million and $4.9 million in the corresponding prior period.

18



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Other related parties

Hunter Dickinson Services Inc. ("HDSI") is a private company which has certain directors in common with the Company. HDSI carries out geological, engineering, corporate development, administrative, financial management, investor relations, and other management activities for the Company. The terms and conditions of the transactions are similar to transactions conducted on an arm’s length basis. During the second quarter 2014, the Company incurred general and administrative expenses and exploration and evaluation expenses of $1 million with HDSI compared to $0.9 million for the second quarter of 2013.

The Gibraltar joint venture pays a management fee to Taseko for services rendered as operator of the Gibraltar mine. During the second quarter of 2014, the Company has earned $0.28 million of other operating income for these services rendered, which is the same as the amounts earned in the second quarter of 2013.

During the first quarter 2014, the Company invested $5.0 million in Curis Resources Ltd, a public company with one director in common, which holds mineral property interests.

NON-GAAP PERFORMANCE MEASURES

This document includes certain non-GAAP performance measures that do not have a standardized meaning prescribed by IFRS. These measures may differ from those used by, and may not be comparable to such measures as reported by, other issuers. The Company believes that these measures are commonly used by certain investors, in conjunction with conventional IFRS measures, to enhance their understanding of the Company’s performance. These measures have been derived from the Company’s financial statements and applied on a consistent basis. The following tables below provide a reconciliation of these non-GAAP measures to the most directly comparable IFRS measure.

19



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Net operating costs of production

Total costs of sales include all costs absorbed into inventory, as well as treatment and refining costs and transportation costs. Operating costs of production is calculated by removing net changes in inventory and depletion and amortization from cost of sales. Net operating costs of production is calculated by removing byproduct credits and offsite costs from the operating costs of production. Net operating costs of production per pound are calculated by dividing the aggregate of the applicable costs by copper pounds produced. Total operating costs per pound is the sum of net operating costs of production and offsite costs divided by the copper pounds produced. By-product credits are calculated based on actual sales of molybdenum and silver during the period divided by the total pounds of copper produced during the period. These measures are calculated on a consistent basis for the periods presented.

    Three Months ended     Six Months ended  
    June 30,     June 30,  
(Cdn$ in thousands, unless otherwise indicated) –                        
75% basis   2014     2013     2014     2013  
Cost of sales   93,973     63,599     190,182     110,535  
Less Depletion and amortization   (13,331 )   (8,331 )   (23,983 )   (14,710 )
Net change in inventory   (3,113 )   (1,641 )   (11,735 )   4,561  
Operating costs of production   77,529     53,627     154,464     100,386  
Less by-product credits:                        
  Molybdenum   (10,084 )   (2,517 )   (15,174 )   (5,252 )
  Silver   (1,047 )   (763 )   (2,059 )   (1,719 )
Less offsite costs:                        
  Treatment and refining costs   (7,287 )   (4,085 )   (14,989 )   (7,497 )
  Transportation costs   (4,012 )   (4,397 )   (10,524 )   (7,730 )
Net operating costs of production   55,099     41,865     111,718     78,188  
Total copper produced (thousand pounds)   28,858     21,059     54,764     38,479  
Net operating costs of production (CAD per pound)   1.90     1.99     2.03     2.03  
Average exchange rate for the period (CAD/USD)   1.0902     1.0235     1.0968     1.0161  
Net operating costs of production (US$ per pound)   1.76     1.94     1.86     2.0  
Net operating costs of production   55,099     41,865     111,718     78,188  
Add offsite costs:                        
  Treatment and refining costs   7,287     4,085     14,989     7,497  
  Transportation costs   4,012     4,397     10,524     7,730  
Total operating costs   66,398     50,347     137,231     93,415  
Total operating costs (US$ per pound)   2.12     2.34     2.28     2.39  

Adjusted net earnings

Adjusted net earnings removes the effect of the following transactions from net earnings as reported under IFRS:

20



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

Management believes these transactions do not reflect the underlying operating performance of our core mining business and are not necessarily indicative of future operating results. Furthermore, unrealized gains/losses on derivative instruments, changes in the fair value of financial instruments, and unrealized foreign currency gains/losses are not necessarily reflective of the underlying operating results for the reporting periods presented.

    Three months ended     Six months ended  
    June 30,     June 30,  
($ in thousands, except per share amounts)   2014     2013     2014     2013  
Net (loss) earnings   2,628     (14,721 )   (6,520 )   (25,203 )
   Unrealized loss (gain) on derivatives   2,660     (4,830 )   (84 )   (6,815 )
   Unrealized foreign exchange (gains)/losses   (7,198 )   6,526     1,282     9,753  
   Write down of marketable securities   419     4,363     419     13,750  
   Non-recurring other expenses (income)   -     -     -     (430 )
   Estimated tax effect of adjustments   (681 )   (1,515 )   22     (4,065 )
Adjusted net earnings (loss)   (2,172 )   (10,177 )   (4,881 )   (13,010 )
Adjusted EPS   (0.01 )   (0.05 )   (0.03 )   (0.07 )

EBITDA and adjusted EBITDA

EBITDA represents net earnings before interest, income taxes, and depreciation. EBITDA is presented because it is an important supplemental measure of our performance and is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry, many of which present EBITDA when reporting their results. Issuers of “high yield” securities also present EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. The Company believes EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation is a non-cash charge.

Adjusted EBITDA is presented as a further supplemental measure of the Company’s performance and ability to service debt. Adjusted EBITDA is prepared by adjusting EBITDA to eliminate the impact of a number of items that are not considered indicative of ongoing operating performance.

Adjusted EBITDA is calculated by adding to EBITDA certain items of expense and deducting from EBITDA certain items of income that are not likely to recur or are not indicative of the Company’s future operating performance consisting of:

While some of the adjustments are recurring gains/losses on the sale of marketable securities do not reflect the underlying performance of the Company’s core mining business and are not necessarily indicative of future results. Furthermore, unrealized gains/losses on derivative instruments, foreign currency translation gains/losses and changes in the fair value of financial instruments are not necessarily reflective of the underlying operating results for the reporting periods presented.

21



TASEKO MINES LIMITED
Management’s Discussion and Analysis
 

    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands, except per share amounts)   2014     2013     2014     2013  
Net earnings (loss)   2,628     (14,721 )   (6,520 )   (25,203 )
Add:                        
   Depreciation   13,380     8,461     24,115     14,979  
   Amortization of stock based compensation   478     213     2,561     1,568  
   Finance expense   6,535     5,761     13,182     8,054  
   Interest income   (942 )   (1,965 )   (2,064 )   (3,440 )
   Income tax expense (recovery)   1,257     80     920     1,547  
EBITDA   23,336     (2,171 )   32,194     (2,495 )
  Adjustments:                        
   Unrealized (gain)/loss on derivative instruments   2,660     (4,830 )   (84 )   (6,815 )
   Write-down of marketable securities   419     4,363     419     13,750  
   Non-recurring other expenses (income)   -     -     -     430  
   Foreign currency translation (gains) losses   (7,198 )   6,526     1,282     9,753  
Adjusted EBITDA   19,217     3,888     33,811     13,763  

Earnings from mining operations before depletion and amortization

Earnings from mining operations before depletion and amortization is earnings from mining operations with depletion and amortization added back. The Company discloses this measure, which has been derived from our financial statements and applied on a consistent basis, to provide assistance in understanding the results of the Company’s operations and financial position and it is meant to provide further information about the financial results to investors.

    Three months ended     Six months ended  
    June 30,     June 30,  
(Cdn$ in thousands, except per share                        
amounts)   2014     2013     2014     2013  
Earnings from mining operations   13,334     4,592     22,121     17,806  
Add:                        
   Depletion and amortization   13,331     8,331     23,983     14,710  
Earnings from mining operations before
depletion and amortization
  26,665     12,923     46,104     32,516  

22



Taseko Mines Limited: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109F2
Certification of interim filings - full certificate

I, Russell E. Hallbauer, President and Chief Executive Officer of Taseko Mines Limited, certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Taseko Mines Limited (the “issuer”) for the interim period ended June 30, 2014.

       
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

       
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial reports together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

       
4.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

       
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

       
(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

       
(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

       
(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

       
(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1



5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (1992) published by The Committee of Sponsoring Organizations of the Treadway Commission.

   
5.2

N/A

   
5.3

N/A

   
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 30, 2014

/s/ Russell E. Hallbauer  
Russell E. Hallbauer  
President and Chief Executive Officer  

2



Taseko Mines Limited: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109F2
Certification of interim filings - full certificate

I, Stuart McDonald, Chief Financial Officer of Taseko Mines Limited, certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Taseko Mines Limited (the “issuer”) for the interim period ended June 30, 2014.

  
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

  
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

  
4.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

  
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings


  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

     
(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

     
(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

     
  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (1992) published by The Committee of Sponsoring Organizations of the Treadway Commission.

  
5.2

N/A

  
5.3

N/A

  
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 30, 2014

/s/ Stuart McDonald    
Stuart McDonald
 
Chief Financial Officer  

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