10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2009
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission File Number: 001-33783

THOMPSON CREEK METALS COMPANY INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation or organization)	98-0583591 (I.R.S. Employer Identification No.)
26 West Dry Creek Circle, Suite 810, Littleton, CO (Address of principal executive offices)	80120 (Zip code)

(303) 761-8801
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered:
Common Stock	New York Stock Exchange Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act. Yes o    No ý

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o    No ý

          As of February 23, 2010, there were of record 139,566,091 shares of Common Stock, no par value, outstanding.

          The aggregate market value of the shares of Common Stock (based upon the closing price on such date as reported on the New York Stock Exchange—Composite Transactions) of the registrant held by non affiliates was approximately $1,860.8 million.

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

Part III: Proxy statement for 2010 Annual and Special Meeting of Stockholders

Thompson Creek Metals Company Inc.

INDEX TO FORM 10-K

PART I		3
	Item 1. and 2. Business and Properties	3
	Item 1A. Risk factors	27
	Item 1B. Unresolved Staff Comments	39
	Item 3. Legal proceedings	39
	Item 4. Submission of Matters to a Vote of Security Holders	39
	Item 4A. Executive Officers of Registrant	40
PART II		42
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
	Item 6. Selected Financial Data	44
	Item 7. and 7A. Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk	46
	Item 8. Financial Statements and Supplementary Data	83
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	126
	Item 9A. Controls and Procedures	126
	Item 9B. Other Information	129
PART III		129
	Item 10, 11, 12, 13 and 14	129
PART IV		129
	Item 15. Exhibits, Financial Statement Schedules	129

PART I

ITEMS 1. AND 2.    BUSINESS AND PROPERTIES

        In January 2010, Thompson Creek Metals Company Inc. ("Thompson Creek" or the "Corporation") commenced filing annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission ("SEC"). You may read and copy any document the Corporation files at the SEC's Public Reference Room at 100 F Street, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including Thompson Creek) file electronically with the SEC. The SEC's web-site is www.sec.gov. Prior to December 31, 2009, commencing with its initial Registration Statement on Form 40-F filed on October 30, 2007, Thompson Creek filed its continuous disclosure documents with the SEC as a foreign private issuer, including its Annual Report on Form 40-F and other disclosure documents under Form 6-K.

        Thompson Creek's internet address is www.thompsoncreekmetals.com. Commencing with the Form 8-K dated January 28, 2010, the Corporation has made available free of charge on this internet address our annual, quarterly and current reports, as soon as reasonably practical after the Corporation electronically files such material with, or furnish it to, the SEC. The web page includes the Corporate Governance guidelines and the charters of the Corporation's most significant Committees of the Board of Directors. However, the information found on the Corporation's website is not part of this or any other report. This Annual Report on Form 10-K contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States ("US") dollars and Canadian dollars are referred to as ("Canadian dollars" or "C$").

CAUTIONARY STATEMENT

        This Annual Report on Form 10-K contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Corporation, its subsidiaries and its projects, the future price of molybdenum, currency fluctuations, energy price fluctuations, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims and limitations of insurance coverage. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to general business, economic, competitive, political and social uncertainties including the current global recessionary economic conditions, the associated low molybdenum prices and the levels of disruption and continuing illiquidity in the credit markets; risks related to foreign currency fluctuations; risks related to the volatility of the Corporation's share price; changes in environmental regulation; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations of ore grade or recovery rates; impurities and toxic substances in the mined material, failure of plant, equipment or processes to operate as anticipated; the age of the Langeloth Facility; structural integrity and old equipment at the Endako Mine; accidents,

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labor disputes and other risks of the mining industry; access to skilled labor; relations with employees; dependence upon key management personnel and executives; political instability, insurrection or war; disruption of transportation services; increased transportation costs and delays in obtaining governmental permits and approvals, or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in this Annual Report on Form 10-K. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this Annual Report on Form 10-K and the Corporation disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

GENERAL

        Thompson Creek is one of the world's largest primary molybdenum mining producers, with operations in North America, accounting for approximately 5% of the world's annual molybdenum output and 10% of the world's molybdenum roasting capacity. Thompson Creek has vertically integrated mining, milling, processing and marketing operations in Canada and the US. The Corporation's operations include the Thompson Creek producing open-pit molybdenum mine and concentrator (the "Thompson Creek Mine") in Idaho, the Langeloth metallurgical facility (the "Langeloth Facility") in Pennsylvania and a 75% joint venture interest in the Endako producing open-pit molybdenum mine, concentrator and roaster (the "Endako Mine") in British Columbia. In addition, the Corporation has two underground molybdenum exploration projects comprised of an option to acquire up to 75% of the Mount Emmons molybdenum property ("Mount Emmons Project"), located in Colorado, and the Davidson molybdenum property ("Davidson Project"), located in British Columbia. Thompson Creek continues to evaluate potential acquisitions of other mining properties or interests in such properties from time to time. There is no assurance that any such activities will result in the completion of an acquisition.

        Among Thompson Creek's principal assets are its molybdenum ore reserves. At December 31, 2009, consolidated recoverable proven and probable ore reserves totaled 556.0 million pounds of contained molybdenum, with 48% of these reserves from the Thompson Creek Mine in the US in the State of Idaho, and 52% from its 75% joint venture interest in the Endako Mine in British Columbia, Canada (refer to "Summary of Ore Reserves and Mineralized Material" below).

        Thompson Creek's total revenues for 2009 were $373 million, which represented the sale of 32 million pounds of molybdenum (27 million pounds were from production from the mines and 5 million pounds were from third party product that was purchased, processed and resold). Consolidated 2009 production from Thompson Creek's mines was 26 million pounds of molybdenum at an average cash cost of $5.84. For additional information, refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Thompson Creek operates the Langeloth Facility located near Pittsburgh, Pennsylvania. Almost all of the molybdenum concentrate produced at the Thompson Creek Mine is shipped to the Langeloth Facility. The Langeloth Facility provides Thompson Creek the advantage of controlling the processing of all of its own molybdenum, from the mine to the customer. In addition, molybdenum product is also tolled for third parties or purchased from third parties for processing at the Langeloth Facility. The tolling and purchases are made primarily to improve operating efficiency at the Langeloth facility.

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        In addition to Thompson Creek's operating mines, there are two underground molybdenum exploration projects consisting of the Mount Emmons Project and the Davidson Project. The Mount Emmons Project is believed to be one of the largest, highest-grade undeveloped molybdenum deposits in the world, with significant historic molybdenum mineralization. The deposit is located beneath the surface of Mount Emmons, which is in Gunnison County three miles northwest of Crested Butte, Colorado. Thompson Creek obtained an option in August 2008 to earn an interest of up to 75% of the Mount Emmons property. The option permits Thompson Creek to earn ownership in the property by spending money to develop the property over a period of up to 10 years.

        The Davidson Project, acquired in 2005, is an underground molybdenum deposit that we believe has significant molybdenum mineralization, situated six miles from Smithers, British Columbia. Thompson Creek has been developing this project since its acquisition in 2005. In March 2008, a positive feasibility study was completed. Synergies identified at that time were to truck Davidson Project ore to the Endako Mine for milling and roasting, eliminating the need for these facilities at the Davidson Project. Given the sudden downturn in the economy and sharp decline in molybdenum prices during the fourth quarter of 2008, management decided to postpone the development of the Davidson Project. Thompson Creek is currently conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis.

        For information about the Corporation's operating segments and financial data by geographic area refer to the Consolidated Financial Statement in Item 8—Note 21—"Segment Information".

THOMPSON CREEK HISTORY

        On October 26, 2006, the Corporation completed its acquisition (the "Thompson Creek Acquisition") of Thompson Creek Metals Company USA ("Thompson Creek USA"). The purchase price for the acquisition consisted of $575 million paid on closing, $61.5 million paid subsequent to the collection of certain receivables and a $100 million contingent payment that was paid in January 2008, with an additional contingent payment of up to $25 million that was based on future average molybdenum target price which was not met and no payment was required to be paid.

        The Corporation funded the Thompson Creek Acquisition and related transaction costs through a $203 million public equity offering, a $35 million equity sale to one of the vendors of Thompson Creek USA, a $402 million term debt facility (the "Term Loan") and a $25 million revolving line of credit. The Term Loan was repaid in full in June 2008. The revolving line of credit was voluntarily terminated by the Corporation effective February 2, 2010. The assets acquired by the Corporation include the Thompson Creek Mine, a 75% interest in the Endako Mine, and the Langeloth Facility.

        On June 5, 2008, the Corporation completed an equity financing for aggregate gross proceeds of C$215 million issuing 10 million common shares at a price of C$21.50 per share. The Corporation used the net proceeds of the financing, together with cash on hand, to repay the Term Loan in full. On June 27, 2008, the Corporation completed the sale of an additional 914,700 common shares at C$21.50 per share following the exercise of the underwriters' over-allotment option granted in connection with the equity financing for additional gross proceeds of approximately C$19 million.

        On September 16, 2009, the Corporation completed an equity financing for aggregate gross proceeds of C$217 million issuing 15.5 million common shares of the Corporation at a price of C$14.00 per share. The Corporation intends to use the net proceeds from the offering for development and expansion of existing mining assets, exploration activities, acquisitions, working capital and general corporate purposes.

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        The following map sets forth the locations of our mines, development projects and metallurgical facility.

        Thompson Creek is a corporation governed by the Business Corporations Act (British Columbia) ("BCBCA"). The Corporation was continued under the BCBCA effective July 29, 2008. The Corporation's executive office is located at 26 West Dry Creek Circle, Suite 810, Littleton, Colorado, U.S.A. 80120. The Corporation's registered and records office is 355 Burrard Street Suite 1900, Vancouver, British Columbia, Canada V6C 2G8. The Corporation also has an office located at 401 Bay Street, Suite 2010, P.O. Box 118, Toronto, Ontario, Canada M5H 2Y4.

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        The chart below shows Thompson Creek's principal subsidiaries (collectively, the "Subsidiaries") as of December 31, 2009 together with the governing law of each company and the percentage of voting securities beneficially owned or over which control or direction is exercised by Thompson Creek, as well as Thompson Creek's principal mineral properties.

7

MOLYBDENUM

        Thompson Creek produces primary molybdenum products. The products produced cover most of the range of molybdenum products including pure oxide, molybdic oxide, powder and briquettes, ferromolybdenum, and high performance molybdenum disulfide. Molybdenum's most common mineral form is MoS₂ which is mined as a primary ore or a secondary mineral in copper mining. Approximately 75% of molybdenum is used as an alloy in steels especially where high-strength, temperature resistant or corrosive resistant properties are sought. The addition of molybdenum enhances the strength, toughness, and wear or corrosion resistance of alloys. Molybdenum is used in major industries including transportation, process equipment manufacturing, oil well drilling and the manufacturing of petroleum and gas pipelines. Molybdenum metal and superalloys are used in applications which require materials with high melting points, high-temperature structural strength and corrosion resistance. Such applications include industrial furnaces, lighting components, aircraft and stationary turbine engines. The molybdenum chemicals produced are used as catalysts, lubricants, flame-retardants, corrosion inhibitors and pigments. One catalyst which is growing in importance is used in the de-sulphurization and de-metallization of crude oils as they are being refined.

        Molybdenum is a key alloying element in steel and the raw material for several chemical-grade products used in catalysts, lubrication, smoke suppression, corrosion inhibition and pigmentation. Molybdenum as a high-purity metal is also used in electronics such as flat-panel displays, heat sinks, and wiring. First end-user segments for molybdenum include:

Construction steel 35%
Stainless steel 25%
Chemicals 14%
Tool and high-speed steel 9%
Cast iron 6%
Molybdenum metal 6%
Super alloys 5%

SALES AND PRODUCTS

        The world market for molybdenum production and consumption was approximately 450 to 470 million pounds in 2008 declining in 2009 to approximately 420 million pounds as a result of the economic recession. Over the same period, the average price of molybdenum fell from $28.42 per pound in 2008 to $11.03 per pound in 2009.

        Thompson Creek has entered into a distributorship and sales agreement appointing an arm's length third party as the distributor of up to 20% of all molybdenum produced from the Thompson Creek Mine in any country in Asia and Oceania for a period of ten years, commencing on January 1, 2007. Thompson Creek has many different customers and the remainder of its sales are through bill of sales, contracts or sales by agents.

        In September 2005, Thompson Creek entered into a sales agreement with respect to the Thompson Creek Mine which took effect on January 1, 2008, pursuant which Thompson Creek agreed to a maximum of four million pounds of technical grade molybdic oxide from Phase 6 of Thompson Creek Mine (the "Product"), with a cap of one million pounds a year, at a price of not less than $4.50 and no more than $7.50 per pound of molybdenum derived from the Product. Also in September 2005, Thompson Creek agreed with the same party to sell the balance between 10% of Phase 6 production and the four million pounds, estimated to be another four million pounds of molybdenum, at prices to be determined at approximately a 10% discount to the market price of molybdenum at the time of shipment with a minimum price of $4.50 per pound of molybdenum. This agreement took effect in early 2007.

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        Production from the Endako Mine is sold primarily under annual supply contracts with consumers who are steel, chemical and petroleum catalyst manufacturers. These annual contracts typically have quantities with fixed purchase volumes, with the sales price established by negotiated terms and conditions, referencing published molybdenum prices in various metal trade publications at or near the date of the molybdenum sale. Some of the molybdenum is sold on a spot sales basis, based upon negotiated prices. A small amount of sales is also completed on the basis of long-term, multi-year sales contracts.

        The Endako Mine is a fully integrated producer with the majority of its finished molybdenum produced from material mined, milled and roasted to saleable molybdenum trioxide on site. In addition, a certain quantity of third party concentrates is purchased under negotiated arm's length contracts and purchase agreements.

        Reference prices for molybdenum are available in several publications, including Platts Metals Week, Ryan's Notes and Metal Bulletin. Molybdenum futures commenced trading on the London Metal Exchange on February 22, 2010.

        The table below shows the high, low and average prices quoted in Platts Metals Week for molybdenum for the last 15 years.

		Molybdenum (Dealer Oxide Platt's Metals Week)
Year		High		Low		Average
1995		$	16.50	$	4.25	$	8.08
1996			5.25		3.13		3.79
1997			4.75		3.59		4.31
1998			4.48		2.10		3.42
1999			2.80		2.52		2.66
2000			2.92		2.19		2.56
2001			2.58		2.19		2.35
2002			8.30		2.40		3.76
2003			7.60		3.28		5.29
2004			33.25		7.20		16.20
2005			40.00		24.00		31.98
2006			28.40		20.50		24.75
2007			34.25		24.30		30.00
2008			34.00		8.25		28.94
	2009-1st Q		9.75		8.00		8.91
	2009-2nd Q		10.80		7.70		9.20
	2009-3rd Q		18.30		10.60		14.68
	2009-4th Q		13.50		10.60		11.53
2009			18.30		7.70		11.08

        The prices quoted in Platts Metals Week for the week of February 22, 2010 were $17.00 (high), $16.50 (low) and $16.75 (average) per pound of molybdenum for drummed oxide.

9

Molybdenum Products and Uses

10

SUMMARY OF ORE RESERVES AND MINERALIZED MATERIAL

        The following table sets forth the estimated Ore Reserves for the Thompson Creek Mine and the Endako Mine as of December 31, 2009:

Proven and Probable Ore Reserves at December 31, 2009(3)(4)

Mine	Category	Tons		Molybdenum Grade		Contained Molybdenum
		(millions)		(%)		(millions of pounds)
Thompson Creek Mine(1)(3)	Proven - Mine		86.4		0.092		158.9
	Proven - Stockpiles		2.2		0.116		5.2
	Probable		71.8		0.065		102.3
	Proven + Probable		160.4		0.083		266.4
Endako Mine(2)(3)	Proven - Mine		98.1		0.049		95.5
	Proven - Stockpile		29.1		0.047		27.4
	Probable		181.6		0.046		166.7
	Proven + Probable		308.8		0.047		289.5
Total	Proven						287.0
	Probable						269.0
	Proven + Probable						556.0

(1)

The Ore Reserve estimates for the Thompson Creek Mine set out in the table above have been prepared by Thompson Creek mine staff under the supervision of Scott Montelius, Mine Manager of the Thompson Creek Mine using a cut-off grade of 0.03% Mo. The tonnage factor is 12.98 cubic feet per ton and the stripping ratio is approximately 2.2:1.

(2)

The Ore Reserve estimates for the Endako Mine set out in the table above have been prepared by Endako mine staff under the supervision of Bob Jedrzejczak, Mine Superintendent, Endako Mine using a cut-off grade of 0.02%. Thompson Creek owns 75% of the Endako Mine.

(3)

The Ore Reserves at both the Thompson Creek Mine and the Endako Mine were estimated using an average long-term molybdenum price of $10.00 per pound.

(4)

Numbers may not add up due to rounding.

        The following table sets forth the estimated Mineralized Material for the Thompson Creek Mine and the Endako Mine as of December 31, 2009:

Mineralized Material(3)(4)

Mine	Tons		Molybdenum Grade
	(millions)		(%)
Thompson Creek Mine(1)		161.8		0.052
Endako Mine(2)		209.6		0.031

(1)

The estimates of Mineralized Material for the Thompson Creek Mine at December 31, 2009, set out in the table above, have been prepared by Thompson Creek mine staff under the supervision of Scott Montelius, Mine Manager of the Thompson Creek Mine using a cut-off grade of 0.03% Mo.

(2)

The estimates of mineralized material for the Endako Mine set out in the table above have been prepared by Endako mine staff under the supervision of Bob Jedrzejczak, Endako Mine Superintendent. The Mineralized Material was estimated using a cut-off grade of 0.02% Mo. The Corporation owns a 75% joint venture interest in the Endako Mine.

(3)

Mineralized Material excludes Ore Reserves.

(4)

Numbers may not add up due to rounding.

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        For production planning purposes the Corporation's management uses price assumptions which are intended to approximate average prices over the long term. Pursuant to SEC guidance, the mineral reserve estimates in this report are calculated using an assumed molybdenum price of $10.00, considerably below the average metals prices over the most recent three years. The three-year average metals price at December 31, 2009, calculated according to Platts Metals Week was $23.32.

        The persons responsible for ore reserve calculations are as follows:

Thompson Creek Mine:
Scott Montelius, Mine Manager
Michael Harvie, Chief Engineer
Robert Clifford, Mine Engineer

Endako Mine:
Bob Jedrzejczak, Mine Superintendent
Shane Flynn, Chief Mine Engineer

        Under SEC Industry Guide 7, ore reserves are those estimated quantities of proven and probable material that may be economically mined and processed for extraction of their mineral content, at the time of the reserve determination.

        The term "Proven Ore Reserve" (measured) reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed samplings; and (c) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

        The term "Probable Ore Reserve" (indicated) reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

        The term "Mineralized Material" is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support the reported tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve until legal and economic feasibility are concluded based upon a comprehensive evaluation of unit costs, grade, recoveries and other material factors.

        The Corporation's proven and probable ore reserves are based on engineering evaluations of assay values derived from the sampling of drill holes and other openings. The Corporation believes that the samplings taken are spaced at intervals sufficiently close enough and the geological characteristics of the deposits are sufficiently well defined to render the estimates reliable. The ore reserves include assessments of the resource, mining and metallurgy, as well as economic, marketing, legal, environmental, governmental, social and other necessary considerations.

Investors are cautioned not to assume that all or any part of Mineralized Material will ever be converted into Ore Reserves.

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OPERATIONS

SUMMARY OPERATING DATA

        The following table sets out certain operating data underlying the Corporation's operating information for each of the periods indicated.

		Years Ended December 31,
		2009		2008		2007		2006(1)		2005
Mined (000's ore tons)
	Thompson Creek Mine		7,174		11,860		7,340		1,455		—
	Endako Mine 75%		8,226		11,039		8,266		991		—
Total Mined			15,400		22,899		15,606		2,446		—
Milled (000's tons)
	Thompson Creek Mined Material		7,591		10,063		8,870		1,244		—
	Endako Mine 75%		8,068		8,902		8,109		973		—
Total Milled			15,659		18,965		16,979		2,217		—

(1)

Represents production from October 26, 2006, the date that the Corporation was formed.

        The following table sets out production from each of the Corporation's two mines as well as other information relating to the operations at the Langeloth Facility.

			Years Ended December 31,
			2009		2008		2007		2006(1)		2005
Mined (000's lb)
	Thompson Creek Mine			17,813		16,765		9,269		2,473		—
	Endako Mine 75%			7,447		9,280		7,097		1,373		—
Total Mined Production(2)				25,260		26,045		16,366		3,846		—
Processed (000's lb)
	Langeloth Facility:
		Purchased Material		4,683		10,681		11,492		1,463		—
		Toll Roasted Molybdenum		3,841		5,262		13,070		1,999		—
		Roasted Metal Products Processed		10,030		23,170		27,698		5,682		—

(1)

Represents production from October 26, 2006, the date that the Corporation was formed.

(2)

Mined production pounds reflected are molybdenum oxide and high performance molybdenum disulfide from the Corporation's share of the production from the mines; excludes molybdenum processed from tolled and purchased products.

PROPERTIES NET BOOK VALUE

        At December 31, 2009, net book values of the Corporation's properties are as follows (US$ millions):

Thompson Creek Mine		$	167.1
Endako			345.3
Langeloth Metallurgical Plant			88.8
Mount Emmons Project			—
Davidson Project			0.3
Corporate and other			4.2
	TOTAL	$	605.7

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THOMPSON CREEK MINE

        The Thompson Creek Mine operates an open pit molybdenum mine and concentrator near Challis in the State of Idaho (in the US). The operation consists of an open pit mine, ore crusher and conveyer system, mill and concentrator, tailings and containment dam and support facilities. Open pit mining began in 1983. Material mined from the Thompson Creek Mine is treated at a processing plant on site and concentrate material is transferred to the Langeloth Facility.

Property Description and Location

        The Thompson Creek Mine is located approximately 30 miles southwest of the town of Challis, Idaho. The site contains a mill, an open pit, support buildings, maintenance facilities, offices, and an assay laboratory.

        Thompson Creek controls a block of contiguous mineral claims that include 1,401 patented and unpatented mineral claims and mill site claims comprising approximately 16,000 acres. The area of occupation is approximately 35 square miles of land, or 22,500 acres, and includes the open pit and concentrator, as well as the tailings and waste dumps. All current ore reserves are located on patented mining claims and are not expected to be subject to any U.S. Federal government royalties that may be enacted in the future. Maintenance buildings are located on private land. Approximately 40% of the mineral claims are located within the Challis National Forest, with the remaining 60% located within the perimeter of Bureau of Land Management ("BLM") land. Ongoing obligations to maintain title to the Thompson Creek Mine property are approximately $155,000 per year. Title to all property is current and up-to-date. Local taxes levied on the mine and mill site, as well as the Thompson Creek Mine property in the City of Challis, Squaw Creek land, Thompson Creek land, Challis agricultural land and right of way and easements amount to approximately $262,000 per year. There are no royalties or other encumbrances on the Thompson Creek Mine property.

        The molybdenum concentrate produced at the Thompson Creek Mine is transported to the Langeloth Facility in Langeloth, Pennsylvania which is owned and operated by Thompson Creek. The Langeloth Facility is a metallurgical facility which produces molybdenum trioxide, ferro molybdenum ("FeMo") products and other specialty products. The Langeloth Facility also processes non-molybdenum catalysts for various customers, primarily in the food industry.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

        The Thompson Creek Mine is accessible by scheduled air carrier into Idaho Falls, Sun Valley and Boise. Car access to the mine is available by highway and gravel roads from these cities.

        The mean annual temperature for the area is 7.4 degrees Celsius or 45.3 degrees Fahrenheit. Average temperature in July, the warmest month, is 20.3 degrees Celsius or 68.5 degrees Fahrenheit and average temperature in January, the coldest month, is minus 5.6 degrees Celsius or 21.9 degrees Fahrenheit. The average annual precipitation is 7.7 inches.

        The Thompson Creek Mine is located in rugged mountainous terrain at elevations ranging from 6,000 to 8,500 feet above sea level. Various species of soft wood trees are found in the area.

        Currently on site, there is a concentrator with a design capacity of 25,000 tons per day, crushing facilities, dry facilities, various offices, two rock dumps with sediment dams, a tailings management facility and the Thompson Creek open pit. The site is serviced by a well-maintained gravel road. Electric power is provided to the site by the Bonneville Power Administration through a 24.7 mile 230 kV power line to the South Butte Substation, then by a 2.6 mile 69 kV line to the mill site. Both of these lines are owned by Thompson Creek. The infrastructure at the Thompson Creek Mine includes a five mile access road, an administrative building, a warehouse, a dry, an infirmary, a laboratory, a main garage and repair shops. Fresh water for the Thompson Creek Mine is pumped from the Salmon River.

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Mining and Processing Operations

        Conventional open pit mining methods are used at the Thompson Creek Mine. Cable shovels load the blasted material into trucks and, depending on grade, the material is hauled either to the waste dumps, the crusher, or to the stockpile. A crusher is located adjacent to the pit; crushed rock is conveyed 7,000 feet to the concentrator.

        The Thompson Creek Mine concentrator produces molybdenite (MoS₂) concentrate, most of which is shipped to the Langeloth Facility by truck for further processing. Ore is crushed and then ground in a closed-circuit semi-autogenous grinding ("SAG") mill-ball plant. A rougher concentrate is removed and sent for regrinding. The material is then sent through column cleaner flotation cells and screened. Screen undersize is leached to remove lead, copper, and uranium. The screen oversize and leached products are then packaged and shipped.

        The life of mine plan for the Thompson Creek Mine currently includes Phase 6, 7, and 8 (8E and 8W) open pit pushbacks. The plan, from January 1, 2010 until mid-2025, contemplates mining and processing a total of 160.4 million tons of proven and probable mineral reserves at 0.083% Mo. The average strip ratio is 2.2:1.

Mineral Processing

        The Thompson Creek Mine concentrator produces MoS₂ concentrate, most of which is shipped to the Langeloth Facility to be roasted into molybdenum oxide. The gyratory crusher discharge is stored in a coarse ore stockpile. The concentrator began operations in 1983 and has been well maintained. It had an original design capacity of 25,000 tons per day. The planned daily plant throughput for 2010 is 28,500 tons per day.

        The material is withdrawn from the stockpile by two parallel lines of apron feeders to two grinding circuits consisting of a SAG mill and a ball mill.

        The SAG mill operates in open circuit while the ball mill operates in closed circuit with cyclones. The SAG and ball mill discharges are pumped together to the cyclones. The cyclone underflow is recycled to the ball mill and the overflow feeds two parallel banks of rougher-scavenger flotation cells. The rougher-scavenger concentrate is pumped to the first regrind ball mill and the tailings are pumped to the tailings pond. Seasonal conditions permitting, for six months of the year, the tailings are floated to remove the pyrite as a concentrate. The pyrite concentrate is pumped to sub-aqueous deposition in the tailings pond to avoid oxidation and acid generation.

        The rougher concentrate is reground in a ball mill operating in closed circuit with cyclones. The cyclone underflow is recycled to the mill and the overflow feeds the first cleaner and cleaner-scavenger flotation stage. The first cleaner concentrate is upgraded in the second and third cleaner flotation columns. The first cleaner-scavenger concentrate is recycled to the regrind ball mill and the tailings are discharged with the rougher scavenger tailings. The third column cleaner concentrate is screened as a first step to producing different grades of molybdenum. The screen oversize is processed into a high grade product while the undersize is processed through a leaching circuit to produce material that meets specifications for roasting. The screen oversize is reground in a ball mill operating in closed circuit with cyclones. The cyclone underflow is recycled to the regrind mill. The cyclone overflow is upgraded through one stage of column flotation. The concentrate is filtered, dried then dry ground in a jet mill to produce a fine product or further ground in a pancake mill to produce the superfine product. The products are packaged in drums. The screen undersize is dewatered in a thickener then batch leached in a hot ferric chloride circuit at 85 degrees Celsius for three hours to remove lead, copper and uranium. The leach slurry is filtered in filter presses. The filter cake is dried then bagged, while the filtrate is neutralized then discarded as tailings. Off-gases from the dryers are scrubbed in wet scrubbers prior to discharging to atmosphere.

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        The availability of the mill has been high. The mill operation was reduced to 10 day on / 4 day off operation at the end of February 2009, to adjust to market demands. Effective September 2009, the mill schedule changed to a schedule of eleven days on, three days off, and, effective January 1, 2010, the mill operating schedule returned to a full seven day, twenty-four hour schedule. For 2008, the mill operated on a full seven day schedule. In late April 2007, the mill operating schedule increased to a full seven day schedule, up from a previous schedule of five days per week.

Recoverability

        Over the last two years, the average recovery in the Thompson Creek Mine concentrator varied from 53.6% in August 2007 to 93.3% in December 2008. The 2007 average recovery was 82.1%, while in 2008 it was 87.4% and in 2009 was 90.4%. Much of this variation in recovery can be attributed to feed grade variations, which ranged from 0.033% Mo to 0.171% Mo over the period, and the amount of oxidized low grade material reclaimed from stockpiles during that period, which compromised recovery. Lower grade material is no longer being blended with higher grade ore.

History

        The Thompson Creek Mine deposit was discovered in 1968. Construction started in 1981, with full production beginning in 1983 and continuing until 1992. In 1993, Thompson Creek purchased the mine and resumed operations in 1994, which have continued to the present.

Geology

        The Thompson Creek porphyry molybdenum deposit is located near the suture of two geologic provinces: continental, arc-related intrusive rocks of the late Cretaceous Idaho Batholith are exposed to the west of the mine, while complexly deformed Palaeozoic metasedimentary rocks are dominant to the east.

        The Idaho Batholith is a multi-phase, long-lived intrusion with a granitic to granodioritic composition. It is derived from extensive melting of the continental crust during subduction of the Farallon oceanic plate beneath the palaeo-North American plate. In western Idaho, the Batholith is separated by outcrops of significantly older metasedimentary rocks (such as the Middle Proterozoic Belt Supergroup).

        Palaeozoic metasedimentary rocks form the wall-rock to portions of the Thompson Creek Mine deposit. Geologically, these sediments are believed to represent geosynclinal, clastic-dominated units that are similar in age and style to those exposed in central Nevada. Syngenetic stratiform base-metal mineralization is locally developed in some of these Palaeozoic units.

        Much of the pre-Tertiary geology in both provinces is obscured by a thick, unconformable deposit of Eocene Challis volcanic rocks. Hot-spring waters flowing into the Salmon River are relicts of this volcanic episode.

        Molybdenum mineralization in the deposit is hosted in the Thompson Creek Mine intrusive complex, a composite granodiorite-quartz monzonite stock of Cretaceous age. The stock intruded carbonaceous and locally limy argillite of the Mississippian Copper Basin Formation. Where it is in contact with the intrusive complex, the argillite has been contact-metamorphosed to hornfels and locally to tactite. The intrusive and sedimentary rocks are unconformably overlain by the Eocene Challis Volcanics, a post-mineral sequence of andesite to rhyodacite tuffs, flows, and agglomerates. Locally, the volcanic cover is up to 1,000 feet thick. These volcanic rocks filled valleys and depressions in the paleotopography around the Thompson Creek Mine site.

        The majority of the Thompson Creek Mine deposit is hosted within the igneous rocks of the Thompson Creek Mine intrusive, with minor amounts found in the metasediments. Two important structures crosscut the Thompson Creek Mine deposit: the Raise Fault, which roughly parallels the

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northwest trend of mineralization, and the post-mineral Unnamed Fault, which divides the orebody into northwest and southeast portions. The Unnamed Fault strikes N34°E and dips steeply southeast. Geologists who have worked with the deposit believe that the southeast portion of the orebody is down-dropped relative to the northwest portion.

        Recent glacial deposits mantle the lower parts of many river valleys in the area.

Deposit Types

        The Thompson Creek Mine deposit is a member of a class of mineral deposits known as the porphyry molybdenum type. Porphyry molybdenum deposits have been divided into two subtypes called the Climax-type and the Endako-type. The Thompson Creek Mine belongs in the latter category. In contrast to the rift-related Climax-type deposits, the Endako-type deposits formed by subduction-related processes (described above). Other deposits in this class include Quartz Hill, Alaska, and White Cloud, Idaho.

        Porphyry molybdenum deposits are hosted by granodiorite to quartz monzonite intrusions and have secondary potassic alteration assemblages (biotite-feldspar). Typically, the mineralization is in the form of multiple cross-cutting molybdenite-quartz vein stockworks. These deposits are characterized by low copper values

Mineralization

        The long axis of the Thompson Creek Mine deposit is elliptical in shape, with its long axis oriented in a northwesterly direction. The approximate dimensions of the deposit are 5,000 feet long by 2,100 feet wide by 2,500 feet deep. Molybdenum mineralization occurs in stockworks of quartz veins and stringer zones. These stockworks are associated with a potassic zone of alteration consisting of coarse biotite, K-feldspar and minor pyrite. A shell of phyllic alteration defined by a quartz-sericite-pyrite assemblage surrounds the main zone of molybdenum mineralization. A barren potassic core of quartz/K-feldspar alteration underlies the molybdenum mineralization. The quartz-monzonite stockworks are preferentially oriented north 40-60 degrees west and dip moderately to steeply to the northeast.

Exploration

        The Thompson Creek Mine has an active developmental and exploration drilling program underway for 2010. Developmental drilling and subsequent data analysis for 2010 is planned to focus on deep drilling in and around the pit area. Exploration drilling is planned for 2010 in two independent areas outside of the current mine infrastructure but within the State of Idaho.

Environmental Considerations

        The Thompson Creek Mine manages its day-to-day environmental issues in a reasonable manner and in compliance with existing laws and regulations. In conjunction with these compliance activities, the Thompson Creek Mine has posted reclamation and closure bonds totaling $25.5 million as of December 31, 2009 and these bonding requirements are expected to increase by $10 million to $15 million over the next few years with the finalization of the Environmental Impact Statement ("EIS") and incorporation of water management in the final Reclamation and Closure Plan.

        The Thompson Creek Mine is required to undertake and complete an EIS for the proposed mine expansion under the Department of the Interior, BLM. The main reason for requiring an EIS was expansion in part onto federal lands administered by the US Forest Service and the BLM. The EIS process is expected to take three years to complete and will cover a number of outstanding matters, such as long-term closure plans and bonding.

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        The required EIS under the BLM will be the final authorization for the mine expansion. Revisions to the outstanding Natural Pollution Discharge Elimination System (NPDES) permit, administered by the US Environmental Protection Agency ("EPA") are likely to be required.

        The Corporation believes that the long-term closure liabilities remain primarily around water quality and the plan to treat water in perpetuity. The bonding requirements will likely increase as indicated above to correspond with the final closure cost.

        In October 2005, as a result of "hazardous substances" being found in arsenic, copper and zinc at the abandoned Tungsten Jim mine site (which is located on part of the Thompson Creek Mine property), previously operated by others, Thompson Creek was issued a Unilateral Administrative Order (the "Clean-Up Order") to clean up the Tungsten Jim mine site under the Comprehensive Environmental Response, Compensation and Liability Act by the United States Department of Agriculture (the "USDA"). The Tungsten Jim mine site extends from the main Thompson Creek Mine to include two associated mill areas: the Scheelite Jim Mill area and the Scheelite Nellie Mill area. The Tungsten Jim mine was operated intermittently until 1977 by a third party. Thompson Creek inherited the abandoned sites when it acquired the Thompson Creek Mine in 1993. The Clean-Up Order requires Thompson Creek to clean up the sites. Based on the field inspection of the three sites, it is estimated that the clean-up cost will be in the order of approximately $1.7 million. Thompson Creek has completed the field evaluation and believes it is in compliance with the Clean-Up Order. The clean-up work will be undertaken once the clean-up plan is approved.

Tailings Storage

        The tailings dam is a center line construction where the tailings slurry is cycloned and the coarse fraction is used to build the dam. In order to minimize acid rock drainage on the downstream slope of the dam, a pyrite removal circuit has been added to the process. The dry downstream slope of the dam is subject to wind erosion. The tailings dam, as designed, has limited capacity to expand. The current approved capacity of the dam, which is limited by the height of land at the dam center line, will be reached in 2014. Additional storage capacity has been designed and is pending regulatory approval. The pending expansion will provide capacity that exceeds current reserves.

        The ongoing phreatic zone measurements in the dam are at the bedrock tailings interface, except for one small area. The dam is functioning as designed. The Corporation believes that the introduction of the pyrite circuit to reduce the sulphides in the tailings has been effective in reducing acid rock drainage on the downstream face of the dam and has recently demonstrated better water quality in the seepage. The seepage downstream of the dam is approximately 1,100 gallons per minute in the summer, reducing to 800 gallons per minute in the winter.

        The dam is inspected and monitored on a regular basis by the mill department, with external inspections of the dam being performed on a regular basis. The government authority primarily responsible for regulating the dam is the Idaho Department of Water Resources—Dam Safety and Storage.

LANGELOTH FACILITY

        The Langeloth Facility is located in Langeloth, Pennsylvania, approximately 25 miles west of Pittsburgh. The facility receives MoS₂ concentrate from the Thompson Creek Mine, and purchased or tolled concentrate from various third party operations.

        Four multiple-hearth furnaces are used for the conversion (roasting) of molybdenum disulfide concentrate into technical grade molybdenum oxide. The oxide can be sold or upgraded at the plant to briquettes, pure molybdenum oxide or ferromolybdenum. Two other furnaces can be used to process non hazardous spent catalyst material containing other metals.

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        Off gas from the roasting process contains sulfur dioxide which is converted to sulfuric acid and sold as a by product. Over 99% of the sulfur dioxide off gas is recovered in the acid plant.

        Although parts of the facility are old, having been in operation for over sixty years, the plant has been and continues to be upgraded by an ongoing capital improvement program. Further, an annual acid plant shutdown occurs to refurbish acid plant process equipment. The acid plant shutdown in 2010 is scheduled for five weeks starting at the end of April 2010.

        Certain employees at the Langeloth Facility are members of the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America union (the "Union") through its Local 1311. Langeloth Metallurgical Company has entered into a collective bargaining agreement (the "Collective Agreement") with the Union. This Collective Agreement, negotiated during 2007, expires on March 11, 2010 and is currently being renegotiated between the Corporation and the Union.

ENDAKO MINE

Property Description and Location

        The Endako Mine is an open pit molybdenum mine, concentrator and roaster located 190 kilometers or 118 miles west of Prince George, British Columbia. The mine is operated as a joint venture (the "Endako Mine Joint Venture") between Thompson Creek Mining Ltd. ("TCML"), a subsidiary of Thompson Creek, which holds a 75% interest and Sojitz Moly Resources, Inc. ("Sojitz"), which holds the remaining 25% interest. See "Endako Mine Joint Venture" below for further details regarding the Endako Mine Joint Venture. The property is currently comprised of a contiguous group of 67 mineral tenures containing 42 claims and 25 leases, covering approximately 9,500 hectares or 23,500 acres. In addition, the joint venture holds surface rights to a portion of the mine site area. The mineral leases are subject to annual fees and the mineral claims are subject to exploration expenditure obligations. The Corporation may choose to pay annual fees in lieu of exploration expenditures. The Endako Mine is comprised of three contiguous pits: Endako, Denak East and Denak West. The property contains processing facilities, waste dumps and tailings disposal areas. There are no royalties, back-in rights, encumbrances on title or other agreements, other than the Endako Mine Joint Venture Agreement.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

        The Endako Mine is accessible by commercial air carrier to Prince George, British Columbia, then by automobile west on a paved highway for approximately 180 kilometers or 112 miles to Endako village, then south on the Endako Mine road for an additional 10 kilometers or 6.2 miles.

        The average summer temperature is 15 degrees Celsius or 59 degrees Fahrenheit and the average winter temperature is minus 12 degrees Celsius or 10.4 degrees Fahrenheit. The Endako Mine operates year round. The average annual precipitation is approximately 60 centimeters or 23.6 inches.

        The infrastructure at the Endako Mine includes a 31,000 ton per day concentrator, a 30,000 to 35,000 pound per day roaster, a non-operating roaster, tailings and reclaim water ponds, a crushing plant, an administrative building, a warehouse, a change house, a first aid station, a laboratory, a garage and other shops. The power supply of the site is provided by an 8.5 kilometer or 5.3 mile, 69 kilovolt power line owned by B.C. Hydro from the town of Endako. Fresh water for the operations is pumped from François Lake located nearby.

        The Endako Mine is located in an area characterized by gently rolling terrain. Elevations range from 670 meters at Endako village to 1,070 meters or approximately 3,500 feet at the crest of the Endako pit. The uplands are well drained, with few marshes and lakes, while the valleys are bottomed by narrow lakes such as Fraser Lake and Francois Lake. A distinct east-west grain from glaciation overprints the general northwest-southeast trend of bedrock. Vegetation consists of relatively open pine forests and grasslands.

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Endako Mine Joint Venture

        The Corporation and Sojitz (formerly named Nissho Iwai Moly Resources, Inc. (Canada)) entered into an exploration, development and mine operating agreement (the "Endako Mine Joint Venture Agreement"). The Corporation has been appointed manager with overall management responsibility for operations and there is a management committee (the "Management Committee") which consists of three members appointed by the Corporation and two members appointed by Sojitz, with each of the Corporation and Sojitz having votes on the Management Committee in proportion to its participating interest. A decision of the majority of the participating interest is binding on the Management Committee, except for the following which require unanimous agreement of the Management Committee: (i) disposition of all or a substantial portion of the Endako Mine assets; (ii) contracts with affiliates over $500,000 or sales of product to affiliates of the Corporation or Sojitz; (iii) compensation for management of the business; (iv) modification of the Endako Mine Joint Venture Agreement; (v) any change in business purpose; (vi) any modifications or replacements to the production plan as set out in the Endako Mine Joint Venture Agreement; (vii) investment in other companies; (viii) any borrowing by the joint venture or loan to any third party or any guarantee; (ix) changes in the manager, other than by reasons of default; and (x) except in the case of emergency or unexpected expenditures, a discretionary capital expenditure in excess of $1.0 million.

        Pursuant to the Endako Mine Joint Venture Agreement, neither the Corporation nor Sojitz can transfer any part of its interest in any Endako Mine assets or the Endako Mine Joint Venture Agreement, subject to having the right to transfer to a third party an interest in its participating interest and subject to certain limitations. Any such transfer is subject to a pre-emptive right of the other party. Sojitz waived any and all pre-emptive rights which it had relating to the Thompson Creek Acquisition pursuant to the Endako Mine Joint Venture Agreement.

Mining Operations

        The Endako Mine consists of three adjacent open pit mines: Endako, Denak West, and Denak East. An ore crusher and conveyor system from the Denak pit carries the ore to a concentrator and roaster situated near the east end of the Endako pit. Tailings containment dams, water and electrical transmission lines, support infrastructure (offices, maintenance shops, and warehouse), and access roads link the complete area.

        Material mined from the open pits is processed on site to produce a molybdenum concentrate that is roasted on site to produce molybdenum trioxide, which is then sold to various customers.

        The current mine production fleet includes 3 rotary blast-hole drills, 4 electric rope shovels, 10 large heavy haulers (190-ton to 240-ton) and miscellaneous support equipment.

Processing

        The mill at the Endako Mine consists of a concentrator that produces a molybdenite ("MoS₂") concentrate and a roasting plant that converts the concentrate into molybdenum oxide ("MoO₃"). The facility currently processes an average of 31,000 tons per day of ore, or about 11.2 million tons of ore annually. The milling process consists of the following:

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primary crushing, either by the in-pit crusher located in the bottom of the Denak East pit or by the surface crusher located near the mill

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secondary and tertiary crushing

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grinding using rod and ball mills

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flotation and leaching

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roasting

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tailings disposal

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        Ore is either hauled by trucks to an in-pit crusher and then conveyed to the mill, or hauled directly to a second crusher on surface close to the mill. Crushed ore is sent to the grinding and flotation circuit. Molybdenum concentrate is roasted before being shipped to the market as the final product.

        Material from the crushing circuits is stored in six fine ore bins, with a combined live storage capacity of 20,000 tons. The material is withdrawn from the bins by conveyors to feed grinding circuits to liberate MoS₂ from the host rock for recovery by flotation.

        The grinding circuit consists of five parallel rod mill-ball mill circuits. The rod mills operate in open circuit, feeding the ball mills operating in closed circuit with cyclones. The rod mill product discharges into the ball mill discharge pump box, and is pumped to the cyclones together with the ball mill discharge. The cyclone underflow is recycled back to the ball mill. The overflow is fed to the rougher flotation circuit also consisting of five lines—one per grinding circuit. The particle size in the cyclone overflow is approximately 80% passing 300 microns.

        The flotation reagents are added to the grinding circuit and carried through in the cyclone overflow to the rougher flotation circuits. The rougher flotation tailings are pumped to the tailings pond for separation of solids and water. Water is reclaimed for re-use in the milling process.

        The concentrate from rougher flotation stage is fed to a cleaning circuit consisting of five or six stages of cleaning. Concentrates are reground to improve concentrate grade and recovery following the first and second cleaning stages. Sodium cyanide is used as a depressant in the cleaning circuit to depress impurities—mainly copper.

        The final concentrate is leached with dilute hydrochloric acid to remove lead and bismuth impurities prior to filtering and drying for feed to the roaster.

Recoverability

        Daily molybdenum production is calculated using the overall milled tonnage, the mill feed grade assay, the final mill concentrate assay, and the final tails assay. Daily production is accumulated to provide an estimate of monthly production.

        The overall milled tonnage is determined by combining the total from each of the five grinding lines, corrected for moisture content. The total mill feed assay is the weighted average of the feed tonnage and feed assay for each of the five lines. Mill feed, concentrate, and tails samples for assay consist of 24-hour composites of grabs taken at 4-hour intervals.

        At each month end, the molybdenum inventory contained in MoS₂ concentrate and in an unpackaged MoO₃ product is measured. Changes in these inventories from the previous month, combined with molybdenum packaging during the month, are used to calculate actual molybdenum production for that month. The month-to-date cumulative mill feed grade assay, from the daily assays, is adjusted so that the molybdenum production, determined by mill tonnage, feed, concentrate and tails assays, is equivalent to the actual production.

        Based on mill records from the past 10 years, the average yearly recovery for the mill is near 77%. This recovery is determined using the adjusted mill head grade as calculated above.

Roasters

        There are two roasters installed at the Endako Mine. One is decommissioned and would require capital expense to re-commission.

        The operating roaster is a conventional gas-fired, rotary, multiple hearth type, converting MoS₂ concentrate to MoO₃. Roaster off-gases are passed through an electrostatic precipitator to capture

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entrained concentrate dust. Dust escaping the precipitator is measured to determine roaster losses and yield. The yield for conversion is near 99.7% and is typical for this type of operation. The gas is further treated in a conventional packed tower scrubbing system to reduce sulphur dioxide and residual particulates to permitted levels for discharge to the atmosphere.

        The unit in operation typically produces in the range of 30,000 to 35,000 pounds of molybdenum per day with an average availability in the range of 90%. At current head grades and mill yield, management believes that the operating roaster capacity is sufficient to process the mill concentrate production. The roaster molybdenum oxide product is packaged in truckload lots for delivery to various customers.

        The certified molybdenum content of each product lot is determined by assay using a lead molybdate precipitation method.

History

        The Endako Mine deposit was discovered in 1927 by local hunters. Minor underground exploration work took place in subsequent years. In 1962, R&P Metals Corporation Ltd. began a diamond drilling program to evaluate the discovery and, based on the exploration results, incorporated a company named Endako Mines Ltd. Canadian Exploration Limited, a wholly-owned subsidiary of Placer Development Ltd. (which became Placer Dome Inc.) ("Placer") entered into an option agreement with Endako Mines Ltd. in August 1962 and continued exploration on the property. In March 1964, Placer decided to place the property into production. Production commenced in June 1965 at a plant capacity of approximately 10,000 tons per day (combined concentrator and roaster). Expansions in 1967 and improvements in 1980 increased concentrator capacity. In 1982, the mine and concentrator were closed due to low molybdenum prices but the roaster continued to operate, processing molybdenum concentrates from other operations on a toll basis. The mine and mill were re-opened in 1986 and by 1989 production reached approximately 31,000 tons per day. In June 1997, the parties to the Endako Mine Joint Venture purchased the Endako Mine from Placer.

Geology

        The Endako Mine molybdenite deposit is hosted in the Endako quartz monzonite intrusive, a phase of the middle to late Jurassic Francois Lake Intrusions that form a large composite batholith. The deposit is genetically associated with the terminal stages of magmatic activity, represented by intrusion of the Casey monzogranite.

Mineralization

        Molybdenite is the primary metallic mineral on the Endako Mine property. Minor pyrite, magnetite, and chalcopyrite and traces of sphalerite, bornite, specularite and scheelite are also present. Single occurrences of beryl and bismuthinite have been reported. Molybdenite occurs in two types of veins. Large veins (up to 1.2 meters wide) contain laminae and fine disseminations of molybdenite. The second vein type occurs as stockworks adjacent to the major veins in the form of fine fracture-fillings and veinlets of quartz-molybdenite. Pyrite is most abundant along the southern margin of the zone of molybdenum mineralization.

Exploration

        The Endako Mine Joint Venture has been carrying out exploration drilling on the Endako Mine site since 1997 with the main objective of locating and defining additional molybdenite resources. Recent programs were in 2006, 2007, and 2008. No exploration drill program was conducted in 2009. The January and February 2006 program consisted of drilling 19,488 feet in 35 NQ holes (hole outside

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diameter of 75.8 millimeters). The drill program identified and delimited mineralization northwest of the Denak West Pit, east of the Denak East Pit, and at the Casey Lake area.

        The exploration program in 2007 began with an airborne geophysical survey (magnetic gradiometer and gamma ray spectrometer) covering the area immediately within and surrounding the Endako Mine Joint Venture's claims. This was followed by a soil sampling program which built on historic soil data in the areas immediately east and northwest of the mine. The diamond drilling program consisted of 35,853 feet of drilling in 66 holes. The Casey Lake Zone, a promising target tested extensively in 2006, was the main focus of the 2007 program; 33 holes totaling 20,441 feet were drilled to further test the extents and continuity of mineralization. Wide-spaced exploratory drilling northwest of the Denak West Pit (7,824 feet in17 holes) was also done to test continuity of mineralization in this area.

        Drilling continued in 2008 with a total of 27,418 feet in 52 holes. An exploration drilling phase continued at Denak West and at Casey Lake with 6996 feet in 11 holes and 2846 feet in 5 holes respectively. An in-fill phase of drilling adjacent to the Endako, Denak East, and Denak West pits comprised the bulk of the 2008 program, drilling 17,139 feet in 34 holes.

        In 2010, exploration is planned to again consist of diamond drilling in the 'Denak Extension Area' northwest of the Denak West Pit. In-fill drilling is planned with the objective of creating a reportable resource and reserve table at the end of the program for this area. Additional step-out holes are also planned to further extend the known mineralization where it is still open.

Environmental Considerations

        All necessary operating and reclamation permits are believed to be in place and current as of the date of this report. The Endako Mine currently has air emissions, tailings discharge and water intact permits. Under current operating conditions, management believes that there are no required changes to the existing environmental permits. The stack discharge handles off-gases generated by the gas-fired concentrate dryer and the roaster operation. In the 1999 air emissions permit, in order to reduce the annual permit fee, the volume limit was reduced at the request of the Endako Mine to its present level. At the time of this amendment, it was understood that higher permit volumes could be re-instated in the future. In addition to the stack discharge permit there are a number of secondary air emissions permits. In connection with the mine reclamation and closure plans for the Endako Mine, the Endako Mine has placed required security with the British Columbia Ministry of Energy, Mines and Petroleum Resources as of December 31, 2009 in the amount of $6.5 million (of which the Corporation's 75% share is $4.9 million).

Endako Mill Expansion Project

        As notes previously, in the third quarter of 2009, the Corporation's Board of Directors approved the resumption of the mill expansion project at the Endako Mine (subject to the joint venture partner approval), which was postponed in late 2008. The mill expansion project at the Endako Mine includes the construction of a new, modern Endako mill, which will replace the existing 45-year-old mill and raise ore-processing capacity from the existing 31,000 tons per day to 55,000 tons per day.

        The mill expansion project at the Endako Mine was originally announced in March 2008, after the completion of a feasibility study dated in December 2007, which estimated that project capital expenditures of C$373.6 million (including a contingency of C$45 million), with the Corporation's 75% share of the total at C$280 million. The project was halted in December 2008 due to economic uncertainty, although the Corporation proceeded with the purchase and storage of long lead time processing equipment. During the project postponement period, the project design was reassessed and a number of improvements were made which the corporation believes will ensure the efficiency and reliability of the milling process.

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        As previously announced, the new design has increased the total capital cost of the Endako mill and expansion project to C$498 million (including a contingency of C$60 million), with the Corporation's 75% share of the total at C$374 million. The new design includes an enhanced and more flexible pebble crusher circuit to ensure a finer grind and an enhanced automation system. In addition, all processing equipment except for the roaster will now be located in a larger new mill building. The original plan was to utilize the existing mill building and some existing equipment for the final stages of the flotation process in the production of molybdenum concentrate. The new mill building and equipment are expected to be more reliable and more efficient, with this new design facilitating the exclusive dedication of the existing mill building to producing concentrate without disruption until the new mill is operational. As a result, the Corporation's Board of Directors approved the revised capital cost estimate in the fourth quarter of 2009 and the Corporation is seeking the approval of the joint venture partner. The joint venture partner is currently reviewing all aspects of the new design and revised capital estimate, which is expected to conclude by the end of the first half of 2010. While the Corporation expects to receive the approval of the joint venture partner, there can be no assurance that such approval will be obtained, which may have a material adverse affect on the Endako Mine mill expansion project and the Corporation's financial condition.

        From inception of this project through December 31, 2009, the Corporation's 75% share of capital expenditures for the mill expansion project totalled approximately $64 million. Assuming an exchange rate of US$1 = C$1.05, approximately $279 million (of which $209 million is the Corporation's share) is expected to be spent in 2010 and the remaining $110 million (of which $82 million is Corporation's share) is expected to be spent in 2011. Commercial production of molybdenum concentrate from the new mill is expected late in 2011.

        Operating permits required by the mill expansion are proceeding, including the development of a closure plan for expanded waste dumps and tailing facilities and minor amendments to the Mining Act permit. Consultations with First Nations (local Aboriginal peoples) by the Corporation and the government of British Columbia ("BC Government") pertaining to these permits are proceeding. If the Corporation and/or the BC Government are unable to successfully conclude consultations with First Nations, these operating permits and /or minor amendments to the Mining Act permit may be delayed, which may have a material adverse affect on the future operating plans for the Endako Mine once the mill expansion is completed. There can be no assurance that these First Nations consultations will be completed successfully.

        In connection with the Endako mill expansion, the Corporation has provided a guarantee to British Columbia Hydro and Power Authority in December 2009 for C$3.7 million for any shortfall in the estimated usage of electrical power related to the mill expansion. The amount of this guarantee is expected to increase to a maximum of C$18 million. The Corporation could also be required to provide other similar guarantees in respect to the expansion project.

        The current mining plan provides for widening the area being mined as well as for the creation of a large single pit through the mining of ore contained in the walls separating the three existing pits. Annual molybdenum production as a result of the Endako mill expansion is expected to be approximately 15 to 16 million pounds, of which the Corporation's 75% share would be about 11 to 12 million pounds. The Company's 75% share of 2009 production is expected to be in a range of 7 to 8 million pounds but in the absence of the expansion project, annual production in future years can be expected to gradually diminish.

MOUNT EMMONS PROJECT

        On August 19, 2008, the Corporation's wholly-owned subsidiary, Thompson Creek USA, entered into an option agreement with U.S. Energy Corporation ("USE") (the "Option Agreement") that gives Thompson Creek USA an option to acquire up to 75% in USE's Mount Emmons molybdenum

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property near Crested Butte, Colorado (the "Mount Emmons Project"). The Option Agreement has been assigned to Thompson Creek USA's wholly-owned subsidiary Mt. Emmons Moly Company ("Mt. Emmons Moly"). Under the Option Agreement, Mt. Emmons Moly made a $500,000 payment to USE upon signing. Unless the Option Agreement is sooner terminated, Mt. Emmons Moly agreed to pay $1 million annually to USE for six years beginning January 1, 2009 and ending January 1, 2014. The initial payment was made in January 2009 and the second payment was made in December 2009. Mt. Emmons Moly, as the project manager, agreed to direct additional funds towards the assessment, environmental permitting, exploration and development of the property. Mt. Emmons Moly can earn the right to acquire a 15% interest in the project by spending a total of $15 million on the project, including the direct payments to USE, by June 30, 2011. Mt. Emmons Moly can exercise this right for up to 36 months after spending such amount. To earn a 50% interest, Mt. Emmons Moly must spend a cumulative total of $50 million by July 31, 2018. After obtaining a 50% interest, Mt. Emmons Moly may elect to form a 50-50 joint venture with USE for further development, or may choose to raise its interest up to 75% by incurring an additional $350 million in project expenditures, for a cumulative total of $400 million in expenditures and payments. The agreement contains a force majeure provision which allows a suspension of the required payments under the Option Agreement (excluding the minimum payments to USE) without terminating such agreement if the price of molybdenum drops below $12.50 for 12 consecutive weeks. If Mt. Emmons Moly terminates the agreement during the option period, there would be no further obligations under the agreement except that advance or shortfall payments made to that date are forfeited and Mt. Emmons Moly remains obligated to maintain the property in good standing for a period of three months thereafter. Mt. Emmons Moly has the right to withdraw from the project and associated payment commitments at any time for any reason. Mt. Emmons Moly will not assume any existing liabilities on or related to the property until it exercises its right to acquire an ownership interest in the property.

        The property is currently held and controlled (100%) by USE. The transaction entered into with USE allows Mt. Emmons Moly to earn its interest in the property by spending money to develop the project over a period of up to 10 years. Mt. Emmons Moly will review the details of the project and take a fresh look at all aspects of the previously planned development, and will seek the input of the residents of the Gunnison County.

        Exploration activity conducted in the 1970s led to the discovery of the deposit. By 1983, an estimated $150 million had been reportedly spent on the property acquisition, water rights, exploration, ore body delineation, mine planning, metallurgical testing and other activities involving the mineral deposit. A 1998 estimate of Mineralized Material based on the concept of underground mining with a 6,000 ton per day mill was summarized in an April 10, 2007 Behre Dolbear & Company Inc. technical report filed on SEDAR by Kobex Resources Ltd. It showed historical Mineralized Material of 166,654,000 tons grading 0.38% MoS₂ (0.228% Mo) at a cut-off grade of 0.2% MoS₂ (0.12% Mo). The historical resource estimate was delineated by a total of approximately 157,000 feet of core drilling on the property. The historical estimates are the most recent estimates available, and the Corporation believes them to be relevant. However, the estimates should not be relied upon. Thompson Creek has not verified the historical estimates.

DAVIDSON PROJECT

        The Davidson Project is located on the east flank of Hudson Bay Mountain, nine kilometres or six miles northwest of Smithers in west-central British Columbia. Molybdenum was first discovered at Davidson in 1944. There have been several estimates of Mineralized Material completed over the years, all with similar results. As of April 10, 2007, the estimated Mineralized Material was 85.1 million tons of Mineralized Material at a grade of 0.169% Mo at a cut-off grade of 0.12% molybdenum.

        The environmental application for the Davidson Project was filed with the Province of British Columbia in September 2008. In November 2008, the Corporation decided that, while permitting for

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the Davidson Project would continue to be pursued, development of the Davidson Project would be deferred. The Corporation is currently conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis.

CURRENCY AND EXCHANGE RATE INFORMATION

        The high, low, average and closing exchange rates for a US dollar in terms of Canadian dollars for each of the five years ended December 31, as quoted by the Bank of Canada, were as follows:

	Year ended December 31
	2009		2008		2007		2006		2005
High	C$	1.3000	C$	1.3008	C$	1.1855	C$	1.1726	C$	1.2841
Low		1.0292		0.9711		0.9215		1.0990		1.1507
Average(1)		1.1420		1.0670		1.0750		1.1341		1.2118
Closing		1.0466		1.2180		0.9801		1.1653		1.1659

(1)

Calculated as an average of the daily noon rates for each period.

        On February 23, 2010, the closing exchange rate for a US dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.0566.

COMPETITION

        The molybdenum exploration and mining business is a competitive business. The Corporation competes with numerous other companies and individuals in the search for and the acquisition of attractive molybdenum mineral properties. The ability of the Corporation to acquire molybdenum or other mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for molybdenum or other mineral exploration.

EMPLOYEES

        As of December 31, 2009, the Corporation had 762 employees. Approximately 94 employees at the Langeloth Facility, or 69% of Langeloth's employees, are covered by a labor agreement. The Corporation believes that its relations with its employees are good.

Location	Number of Employees
Denver Office		27
Thompson Creek Mine		328
Endako Mine		265
Langeloth Plant		136
Toronto Office		3
Mount Emmons Project		3
		762

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ENVIRONMENTAL MATTERS

        The Corporation's mining, exploration and development activities are subject to various levels of federal, provincial and state laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

        For a discussion of environmental matters, reference is made to the information contained under the caption "Environmental Considerations" in each property description under Items 1 and 2 of this report and in Item 8, Consolidated Financial Statements, Note 10-Asset Retirement Obligations.

ITEM 1A.    RISK FACTORS

The following discussion of risk factors contains "forward-looking statements," as discussed in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," or MD&A. These risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. The following information should be read in conjunction with Item 1. "Business," Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements and related notes in Part II, Item 8. of this Annual Report on Form 10-K.

The Corporation's business routinely encounters and addresses risks, some of which will cause the Corporation's future results to be different -sometimes materially different—than presently anticipated. Discussion about important operational risks that the Corporation's businesses encounter can be found in the MD&A section and in the business descriptions in Item 1. "Business" of this Annual Report on Form 10-K. Below, the Corporation describes certain factors affecting operations and future financial performance. The Corporation's reactions to material future developments, as well as competitors' reactions to those developments, will affect the Corporation's future results.

Risks Relating to the Corporation's Business

        The operations of the Corporation are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration, development and operation of mining properties. These risk factors could materially affect the Corporation's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Corporation.

Molybdenum market price declines could adversely affect the Corporation's earnings and cash flows and could adversely affect the trading prices of the Corporation's equity securities.

        Molybdenum prices fluctuate widely. Molybdenum demand depends primarily on the global steel industry, which uses the metal as a hardening and corrosion inhibiting agent. Approximately 80 percent of molybdenum production is used in this application. The remainder is used in specialty chemical applications such as catalysts, water treatment agents and lubricants. These industries, as well as certain other industries that use molybdenum, are cyclical in nature. Approximately 40-50 percent of global molybdenum production is a by-product of copper mining, which is relatively insensitive to molybdenum prices. Decreased demand for molybdenum during the fourth quarter of 2008 resulted in a sudden and sharp decline in molybdenum prices.

        During the three years ended December 31, 2009, the published Platt's Metals Week molybdenum price ranged from a low of $7.70 to a high of $33.75 per pound. Molybdenum prices are affected by numerous factors that are outside of the Corporation's control, including the rates of global economic growth (especially construction and infrastructure activity that requires significant amounts of steel), the worldwide balance of molybdenum demand and supply, the volume of molybdenum produced from primary mines and as a by-product primarily from copper mines, molybdenum inventory levels, the

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relative strength or weakness of the US dollar and related currency exchange fluctuations and production costs of competitors.

        Future price declines would materially reduce the Corporation's profitability and could cause the Corporation to reduce output at its operations (including possibly closing one or more of the Corporation's mines or plants), all of which could reduce the Corporation's cash flow from operations and depress the trading prices of the Corporation's equity securities. Furthermore, a significant decrease in molybdenum prices may require the Corporation to revise its mineral reserve calculations and life-of-mine plans, which could result in material write-downs of its investment in mining properties and increased amortization, reclamation and closure charges. In addition to adversely affecting the Corporation's reserve estimates and financial condition, declining molybdenum prices can impact operations by requiring a reassessment of the feasibility of a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

The Corporation's revenues are dependent on its molybdenum production; sustaining current production levels or increasing its mineral production. Future growth depends on the Corporation's ability to bring new mines into production and to expand mineral reserves at existing mines.

        The Corporation generates revenues primarily through the production and sale of molybdenum. Subject to any future expansion or other development, production from existing operations is expected to decline over the life of mine. In addition, these production estimates and the life-of-mine estimates included in this Annual Report on Form 10-K and in the Corporation's other continuous disclosure documents may vary materially from the actual production from, or productive life of, the subject mines because the feasibility of mineral reserves is largely dependent on market conditions, the regulatory environment and available technology. As a result, the Corporation's ability to maintain its current production or increase its annual production of molybdenum and generate revenues therefrom will depend significantly upon its ability to discover or acquire and to successfully bring new mines into production and to expand mineral reserves at existing mines.

The Corporation may not be able to acquire desirable mining assets in the future.

        One of the Corporation's strategies is to grow its business by acquiring attractive, quality mining assets. The Corporation expects to selectively seek strategic acquisitions in the future. However, there can be no assurance that suitable acquisition opportunities will be identified. The Corporation's ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to the Corporation may be limited by the number of attractive acquisition targets, internal demands on its resources, competition from other mining companies and, to the extent necessary, its ability to obtain financing on satisfactory terms, if at all.

Estimates of mineral reserves and projected cash flows may prove to be inaccurate which could negatively impact the Corporation's results of operations and financial condition.

        There are numerous uncertainties inherent in estimating mineral reserves and the future cash flows that might be derived from their production. Accordingly, the figures for mineral reserves and future cash flows contained in this report are estimates only. In respect of mineral reserve estimates, no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves can be mined or processed profitably. In addition, in respect of future cash flows, actual cash flows may differ materially from estimates. Estimates of mineral reserves, and future cash flows to be derived from the production of such mineral reserves, necessarily depend upon a number of variable factors and assumptions, including, among others, geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations, historical production from the area compared

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with production from other producing areas, the assumed effects of regulation by governmental agencies and assumptions concerning metal prices, exchange rates, interest rates, inflation, operating costs, development and maintenance costs, reclamation costs, and the availability and cost of labor, equipment, raw materials and other services required to mine and refine the ore. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. For these reasons, estimates of the Corporation's mineral reserves in this Annual Report on Form 10-K, including classifications thereof based on probability of recovery, and any estimates of future cash flows expected from the production of those mineral reserves, prepared by different engineers or by the same engineers at different times may vary substantially. The actual volume and grade of mineral reserves mined and processed, and the actual cash flows derived from that production, may not be as currently anticipated in such estimates. If the Corporation's actual mineral reserves or cash flows are less than its estimates, the Corporation's results of operations and financial condition may be materially impaired.

The Corporation must continually replace ore reserves depleted by production. The Corporation's exploration activities may not result in additional discoveries.

        The Corporation's ability to replenish the Corporation's ore reserves is important to the Corporation's long-term viability. Produced ore reserves must be replaced by further delineation of existing ore bodies or by locating new deposits in order to maintain production levels over the long term. Exploration is highly speculative in nature. Exploration projects involve many risks, require substantial expenditures and may not result in the discovery of sufficient additional mineral deposits that can be mined profitably. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish recoverable proven and probable reserves and to construct mining and processing facilities. As a result, there is no assurance that current or future exploration programs, such as the Mount Emmons Project or Davidson Project, will be successful. There is a risk that depletion of reserves will not be offset by discoveries or acquisitions. As a result, the Corporation cannot provide assurance that its exploration, development or acquisition efforts will result in any new commercial mining operations or yield new mineral reserves to replace or expand current mineral reserves.

The Endako Mill Expansion Project may not be completed which could adversely affect the Corporation's profitability or operating results.

        The construction, commissioning and start-up of the Endako Mine mill expansion is a significant project and changes in costs, construction schedules, or both, can affect project economics. In addition, the Corporation has not yet received approval from its joint venture partner for the latest expansion plan. There are a number of factors that can affect costs and construction schedules, including, but not limited to, the difficulty of estimating construction costs over a period of more than one year; delays in obtaining equipment, material, services and permits or permit amendments essential to completing the mill expansion in a timely manner; changes in environmental or other government regulation; the availability of labor, power, transportation, commodities and infrastructure; design and instrumentation modifications; changes in input commodity prices and labor costs; weather and severe climate impacts; potential delays related to social and community issues; and fluctuation in foreign currency exchange rates. There can be no assurance that the Corporation will complete the expansion in accordance with current expectations or at all.

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The Corporation's financial condition, results of operations, cash flows and competitive position may be adversely impacted by recessionary economic conditions.

        The recent recessionary economic conditions in the US and around the globe in late 2008 and 2009 have impacted the demand for molybdenum. The Corporation's two largest molybdenum customer industries, the steel and chemical industries, have reduced their purchase volumes due to the impact of the recession on their businesses. The reduced demand for molybdenum has also resulted in significantly decreased molybdenum prices in late 2008 and 2009. In order for the Corporation to maintain or increase its profitability, it must maintain or increase its revenues and improve cash flows and continue to control its operational and selling, general and administrative expenses. While the market price and demand for molybdenum have improved in 2009 and early 2010, any weakening or worsening of the current economic conditions, any stagnation in economic recovery or a prolonged global, national or regional economic recession or other events that could produce major changes in demand patterns could have a material adverse effect on the Corporation's sales, margins and profitability. If the Corporation is unable to maintain its revenues and control its costs, the Corporation's financial condition, results of operations, cash flows and competitive position could be materially adversely affected.

Fluctuations in the price of molybdenum may adversely impact the Corporation's cash flow as a result of the Corporation entering into provisionally-priced sales contracts.

        The Corporation's consolidated molybdenum sales represent the sale of molybdenum in various forms from the Corporation's mines and from third party material that is purchased, processed and sold. Molybdenum sales for 2009 were $361.9 million, with cash generated from operations of $105.9 million. For each $1 per pound change in molybdenum prices (using the molybdenum pounds sold in 2009), the impact on the Corporation's annual cash flow would approximate $28 million.

        From time to time the Corporation enters into provisionally-priced sales contracts, whereby the contracts settle at prices to be determined at a future date based upon provisional assays and quoted prices. The future pricing mechanism of these agreements constitutes an embedded derivative which is bifurcated and separately marked to estimated fair value at the end of each period. Changes to the fair value of embedded derivatives related to molybdenum sales agreements are included in molybdenum sales revenue in the determination of net income. To the extent final prices are higher or lower than what was recorded on a provisional basis, an increase or decrease to molybdenum sales is recorded each reporting period until the date of final pricing. Accordingly, in times of rising molybdenum prices, molybdenum sales benefit from higher prices received for contracts priced at current market rates and also from an increase related to the final pricing of provisionally priced sales pursuant to contracts entered into in prior years; in times of falling molybdenum prices, the opposite occurs.

Disruptions in the financial and capital markets have had an adverse effect on the Corporation's operating results and financial condition for 2009.

        The widely reported domestic and global recession, the associated low molybdenum prices, and the levels of disruption and continuing illiquidity in the credit markets have had an adverse effect on the Corporation's operating results and financial condition for 2009, and such adverse effects could continue or worsen. Disruptions in the credit and financial markets have adversely affected financial institutions, inhibited lending and limited access to capital and credit for many companies. If future financing is not available to the Corporation when required, as a result of limited access to the credit markets or otherwise, or is not available on acceptable terms, the Corporation may be unable to invest needed capital for the Corporation's development and exploration programs, take advantage of business growth opportunities or respond to competitive pressures, any of which could have an adverse effect on the Corporation's operating results and financial condition.

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        Changes to the market price of molybdenum and assumptions concerning future operating expenses may make capital more costly or unavailable to the Corporation.

The Corporation is required, from time to time, to post financial assurances, and there can be no assurance that the Corporation will continue to be able to obtain financial assurances on acceptable terms.

        In addition to the Corporation's reclamation bonding obligations, Thompson Creek will from time to time be required to post other financial assurance in the normal course of conducting its daily activities. This financial assurance can take several forms, including but not limited to letters of credit, performance bonds, deposits into escrow accounts for the benefit of the counterparty or the posting of cash collateral directly with the counterparty. In each case, the form of financial assurance to be provided is dictated by several factors including expected length of time the financial assurance obligation is expected to remain outstanding, the amount of the obligation, the cost to the Corporation of providing the various forms of financial assurance and the creditworthiness of the counterparty. The ability of the Corporation to obtain certain forms of financial assurance going forward will be impacted by the Corporation's future financial performance, changes to its credit rating and other factors that may be beyond the Corporation's control. There can be no assurance the Corporation will be able to obtain certain forms of financial assurance going forward or that it will be able to post cash collateral in lieu of being able to secure one of these other forms of financial assurance.

Mining operations and roasting facilities are subject to conditions or events beyond the Corporation's control, which could have a material adverse effect on the Corporation's business; Insurance may not cover these risks and hazards adequately or at all.

        Mining operations and roasting facilities, by their nature, are subject to many operational risks and factors that are generally outside of the Corporation's control and could adversely affect the business, operating results and cash flows. These operational risks and factors include unanticipated ground and water conditions; adverse claims to water rights and shortages of water to which the Corporation has rights; adjacent land ownership that results in constraints on current or future mine operations; geological problems, including earthquakes and other natural disasters; metallurgical and other processing problems; unusual or unexpected rock formations; ground or slope failures; structural cave-ins or slides; flooding or fires; seismic activity; rock bursts; equipment failures; and periodic interruptions due to inclement or hazardous weather conditions or operating conditions and other force majeure events; lower than expected ore grades or recovery rates; accidents; delays in the receipt of or failure to receive necessary government permits; the results of litigation, including appeals of agency decisions; uncertainty of exploration and development; delays in transportation; interruption of energy supply; labor disputes; inability to obtain satisfactory insurance coverage; and the failure of equipment or processes to operate in accordance with specifications or expectations.

        These risks could result in damage to, or destruction of, mines and other producing facilities resulting in partial or complete shutdowns, personal injury or death, environmental or other damage to the Corporation's properties or the properties of others, delays in mining, monetary losses and potential legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas that may result in environmental pollution and consequential liabilities.

        The Corporation's insurance will not cover all the potential risks associated with its operations. In addition, although certain risks are insurable, the Corporation may be unable to maintain insurance to cover these risks at economically feasible premiums. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Corporation or to other companies in the mining industry on acceptable terms. The Corporation might also become subject to liability for pollution or other hazards that may not be insured against or that the Corporation may elect not to insure against because of premium costs or

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other reasons. Losses from these events may cause the Corporation to incur significant costs that could have a material adverse effect upon the Corporation's business.

The Corporation's operations are subject to currency fluctuations which could adversely affect its results of operations and financial condition.

        Exchange rate fluctuations may affect the costs that the Corporation incurs in its operations. The Corporation's costs for the Endako Mine are incurred principally in Canadian dollars. However, the Corporation's revenue is tied to market prices for molybdenum, which are denominated in US dollars. The appreciation of the Canadian dollar against the US dollar can increase the cost of molybdenum production in US dollar terms and results of operations and financial condition could be materially adversely affected. Although the Corporation may use hedging strategies to limit its exposure to currency fluctuations, there can be no assurance that such hedging strategies will be successful or that they will mitigate the risk of such fluctuations.

Increased energy prices could adversely affect the Corporation's results of operations and financial condition.

        Mining operations and facilities are intensive users of electricity and carbon based fuels. Energy prices can be affected by numerous factors beyond the Corporation's control, including global and regional supply and demand, political and economic conditions, and applicable regulatory regimes. The prices of various sources of energy may increase significantly from current levels. An increase in energy prices could materially adversely affect the Corporation's results of operations and financial condition. The Corporation does not currently have any material energy hedges in place.

The Corporation's inability to provide reclamation bonding or maintain insurance could adversely affect its operating results and financial condition.

        The Corporation is required by US federal and state laws and Canadian provincial laws to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans if the Corporation is unable to do so. These laws are complex and vary from jurisdiction to jurisdiction. The laws govern the determination of the scope and cost of the closure and reclamation obligations and the amount and forms of financial assurance.

        The Corporation has currently provided the appropriate regulatory authorities in the US and Canada with $30.3 million in reclamation financial assurance for mine closure obligations in the various jurisdictions in which it operates. The amount and nature of the financial assurances are dependent upon a number of factors, including the Corporation's financial condition and reclamation cost estimates. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase the Corporation's costs, making the maintenance and development of existing and new mines less economically feasible. However, the regulatory authorities may require further financial assurances. To the extent that the value of the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance the Corporation is required to post, the Corporation would be required to replace or supplement the existing security with more expensive forms of security, which might include cash deposits, which would reduce the Corporation's cash available for operations and financing activities. There can be no guarantee that the Corporation will be able to maintain or add to its current level of financial assurance. The Corporation may not have sufficient capital resources to further supplement its existing security.

        The Corporation purchased a Mine Reclamation Costs Policy, effective July 31, 2002 through July 31, 2022 (the "Policy"), from an AIG Commercial Insurance Group, Inc. subsidiary ("AIG"). The Policy secures the Corporation's future reclamation obligations at the Thompson Creek Mine, and was uniquely tailored to cover the requirements of the regulatory authorities and the Corporation's anticipated reclamation cost exposures. The Policy provides the Corporation with an aggregate limit of

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$35 million for such reclamation costs at the mine. The insurance component provides coverage for increases in reclamation costs due to changes in regulatory requirements and cost increases. As of July 30, 2007, the insurance component was "paid up" in full. No further payments are required under the Policy for the insurance component.

        AIG also provides reclamation bonds to the regulatory authorities for the Thompson Creek Mine totaling $23.2 million. In order for AIG to provide reclamation bonds, the Corporation funded a commutation account ("Commutation Account"). As of December 31, 2009, the accumulated Commutation Account balance was $22.2 million, which represents a deposit. The Corporation may elect at any time to withdraw the accumulated Commutation Account balance from the Commutation Account, subject to certain conditions, including the possible loss of the insurance component. This may result in increased costs to the Corporation under a replacement program.

        The Corporation is currently in negotiation with AIG regarding the Policy, including the reclamation bonds, Commutation Account, and insurance components of the Policy. As a result of such negotiations, the Corporation may elect to commute the Policy. Other factors will include market conditions and the availability of comparable alternative surety or insurance vehicles satisfactory to regulatory authorities. Failure to provide regulatory authorities with the required financial assurances could potentially result in the closure of one or more of the Corporation's operations. There can be no assurance that the choice of one or more of the foregoing options will not result in a material adverse effect on the Corporation's operating results and financial condition.

The Corporation owns certain assets through joint ventures and any disagreement or failure of partners to meet obligations could have a material adverse effect on the Corporation's results of operations and financial condition.

        The Corporation holds a 75% interest in the Endako Mine, the other 25% interest being held by Sojitz Moly Resources Inc. The Corporation's interest in the Endako Mine is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Corporation's profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on the Corporation's future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters. The Endako Mine mill expansion project is subject to the final approval of Sojitz Moly Resources Inc. There can be no assurance that such approval will be obtained, which may have a material adverse affect on the Endako Mine mill expansion project and the Corporation's financial condition.

The Corporation must comply with comprehensive environmental regulations and faces significant environmental risks, and the failure to comply could materially adversely affect its results of operations and financial condition.

        All phases of the Corporation's operations are subject to environmental regulation in Canada and the US Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not have a material adverse effect on the Corporation's business, financial condition and results of operations. The Corporation owns or owned or has had care, management or control of properties that may result in a requirement to remediate such properties that could involve material costs. In addition, environmental hazards may exist on the properties on which the Corporation holds interests that are unknown to the Corporation at present and that have been caused by previous or

33

existing owners or operators of the properties. The Corporation may also acquire properties with environmental risks.

        Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations, including the Corporation, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

        Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in exploration expenses, remedial and reclamation obligations, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

Regulation of greenhouse gas emissions effects and climate change issues may adversely affect the Corporation's operations and markets.

        Energy is a significant input to the Corporation's mining and processing operations. The Corporation's principal energy sources are electricity, purchased petroleum products, and natural gas. Many scientists believe that emissions from the combustion of carbon-based fuels contribute to greenhouse effects and therefore potentially to climate change.

        The US federal government may enact a carbon cap and trade or similar program for greenhouse gas ("GHG") emissions which may have a material impact on the Corporation's energy and other costs. On June 26, 2009, the US House of Representatives passed the American Clean Energy and Security Act of 2009 ("ACES") by a vote of 219 to 212. The US Senate debated, but did not bring to a final vote, a similar proposal. If enacted, ACES would establish a federal economy wide cap-and-trade program for carbon dioxide, methane and several other GHG's ACES would impose new performance standard on certain emissions industries. The cap-and-trade program, performance standards and other regulatory requirements in ACES could increase the costs and compliance obligations associated with energy intensive businesses, including mining. The EPA is also in the process of developing, through a combination of proposed new rules, a GHG reporting requirement and other emissions limitations pursuant to the Clean Air Act. These regulations could have a similar impact on coal-based and energy-intensive businesses as cap-and-trade legislation.

        In addition, several states have initiated legislative action on climate change, either independently or as part of a multi-state regional collaborative. The Regional Greenhouse Gas Initiative ("RGGI") is a cooperative effort by ten Northeast and Mid-Atlantic States to limit greenhouse gas emissions with several Canadian provinces participating as observers. RGGI is the first mandatory, market-based C02 emissions reduction program in the United States. The RGGI states have capped C02 emissions from the power sector and will require a 10 percent reduction in these emissions by 2018. The Western Climate Initiative ("WCI") is a cooperative effort of certain US states and Canadian provinces (including British Columbia and Ontario) that are collaborating to identify policies to reduce GHG emissions, including the design and implementation of a regional cap and trade program. The design for the WCI cap and trade program is comprehensive. When it is fully implemented in 2015, the WCI program will cover up to 90% of the GHG missions in WCI partner states and provinces. The Midwestern Greenhouse Gas Reduction Accord is a preliminary agreement between six Midwestern states and one Canadian province to address GHG emissions through a regional process. The Corporation will continue to monitor these developments along with other such initiatives and their

34

potential impacts on operations. The Corporation will continue to assess energy efficiency opportunities across all of its operations with the goal of reducing both costs and GHG emissions.

        Internationally, a number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. The December 1997 Kyoto Protocol established a set of greenhouse gas emission targets for developed countries that have ratified the Protocol. Representatives from many major world economies reconvened in Copenhagen in December 2009 to negotiate a new regulatory framework to replace the Kyoto Protocol, which expires in 2012. The Copenhagen meeting concluded without firm commitments for new GHG emission reductions from most nations, however many governments (including China) have pledged to begin to implement some form of climate change mitigation policy in the near future.

        Although neither the Kyoto Protocol nor any agreement from Copenhagen has been ratified by the United States, many believe that some form of federal climate change legislation or EPA regulation is likely to become effective in the next few years. If either occurs, it will result in increased future energy and compliance costs. For example, the Corporation may be required to install new equipment to reduce emissions from its processing facilities in order to comply with new regulatory standards or to mitigate the financial impact of a new climate change program. From a medium and long-term perspective, management believes the Corporation is likely to see an increase in costs relating to its assets that emit significant amounts of greenhouse gases as a result of regulatory initiatives in the U.S. and Canada. These regulatory initiatives will be either voluntary or mandatory and may impact the Corporation's operations directly or through suppliers or customers. Assessments of the potential impact of future climate change regulation are uncertain, given the wide scope of potential regulatory change in countries in which the Corporation operates.

        The potential physical impacts of climate change on the Corporation's operations are highly uncertain, and would be particular to the geographic circumstances. These may include changes in weather and rainfall patterns, water shortages, changing storm patterns and intensities, and changing temperatures. These effects may adversely impact the cost, production and financial performance of the Corporation's operations.

The Corporation must remove and reduce impurities and toxic substances naturally occurring in molybdenum and comply with applicable law relating thereto, which could result in remedial action and other costs.

        Mineral ores and mineral products, including molybdenum ore and molybdenum products, contain naturally occurring impurities and toxic substances. Although Thompson Creek has implemented procedures that are designed to identify, isolate and safely remove or reduce such impurities and substances, such procedures require strict adherence and no assurance can be given that employees, contractors or others will not be exposed to or be affected by such impurities and toxic substances, which may attract liability to the Corporation. A risk to the operation of the Thompson Creek Mine, the Endako Mine and the Langeloth Facility is that standard operating procedures may not identify, isolate and safely remove or reduce such substances. The Corporation is aware that both careful monitoring and effective control are vital, but there is still a risk that the presence of impurities or toxic substances in the Corporation's product may result in such product being rejected by the Corporation's customers, penalties being imposed due to such impurities or the products being barred from certain markets. Such incidents could require remedial action and could result in curtailment of operations.

        Legislation requiring manufacturers, importers and downstream users of chemical substances, including metals and minerals, to establish that the substances can be handled and used without negatively affecting health or the environment may impact the Corporation's operations and markets. These potential compliance costs, litigation expenses, regulatory delays, remediation expenses and operational costs could negatively affect the Corporation's financial results.

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The age of Langeloth Facility requires the Corporation to expand significant capital to maintain and upgrade it.

        The Langeloth Facility began operations in 1924. It has been modernized through the years and modernization programs continue. Digital control systems are replacing old analog systems. The main electrical feed system and transformers are being replaced under current arc flash guidelines. Old structures are being upgraded for better access, lighting and heating conservation. All these projects require significant capital which could have a material adverse effect on the Corporation's business, financial condition or results of operations.

Geologic instability and old plant equipment at the Endako Mine could have a material adverse effect on the Corporation's results of operations and financial condition.

        Pit wall failures have occurred in the north and south walls about half way along the Endako pit where two major faults intersected. Both these areas have been identified as areas of weakness and are being monitored extensively. As a result of the failure of the south wall of the Endako pit in November 2007, although approval to continue mining in the area of the failure was received from the Ministry of Energy and Mines, Endako Mine made the decision to relocate all mining equipment and the in-pit crusher to the Denak West pit. These mining activities in 2008 and 2009 were in the Denak West pit.

        Most of the equipment in the mine is quite old and has been operated for many years. Endako Mine is currently in the process of replacing the older mine equipment. During 2008, four new 240-ton rear dump haul trucks were purchased and placed into service. Another shovel, additional trucks and a rotary drill are expected to be delivered in 2010.

        Any structural failures or unavailability of mine equipment could have a material adverse effect on the Corporation's business, financial condition or results of operations.

The Corporation is subject to substantial government regulation and changes to regulation or more stringent implementation could have a material adverse effect on the Corporation's results of operations and financial condition.

        The Corporation's mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances and other matters. Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. Although the Corporation believes that its exploration activities and mining operations are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail production or development of the Corporation's properties. Amendments to current laws and regulations governing the Corporation's operations and activities or more stringent implementation thereof could have a material adverse effect on the Corporation's business, financial condition and results of operations.

Title to some of the Corporation's mineral properties may be challenged or defective. Any impairment or effect in title could have a negative impact on the Corporation's results of operations and financial condition.

        The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mineral concessions may be disputed. The Corporation did not undertake detailed title searches to ensure proper title to the properties acquired in connection with the Thompson Creek Acquisition and there is no guarantee that title to any of such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of the Corporation's interests, including prior unregistered liens, agreements, transfers or claims, including aboriginal land claims, and title may be affected by, among other things, undetected defects. As a result, the Corporation may be constrained in

36

its ability to operate its properties or unable to enforce its rights with respect to its properties. An impairment to, or defect in, the Corporation's title to its properties could have a material adverse effect on its business, financial condition or results of operations.

Intense competition could reduce the Corporation's market share or harm its financial performance.

        The mining industry is intensely competitive and the Corporation competes with many companies possessing greater financial and technical resources than the Corporation. Since mines have a limited life, the Corporation must compete with others who seek mineral reserves through the acquisition of new properties. In addition, the Corporation also competes for the technical expertise to find, develop, and operate such properties, the labor to operate the properties, and the capital for the purpose of funding such properties. Many competitors not only explore for and mine metals, but conduct refining and marketing operations on a global basis. Such competition may result in the Corporation being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. The Corporation also competes with manufacturers of substitute materials or products for which molybdenum is typically used. Existing or future competition in the mining industry could materially adversely affect the Corporation's prospects for mineral exploration and success in the future.

The temporary shutdown of any of the Corporation's operations could expose it to significant costs and adversely affect its access to skilled labor.

        From time to time, the Corporation may have to temporarily shut down one or more of its mines if they are no longer considered commercially viable. There are a number of factors that may cause the Corporation's operations to be no longer commercially viable, many of which are beyond the Corporation's control. These factors include adverse changes in interest rates or currency exchange rates, decreases in the price of molybdenum or the market rates for treatment and refining charges, increases in concentrate transportation costs, and increases in labor costs. During such temporary shutdowns, the Corporation will have to continue to expend capital to maintain the plant and equipment. The Corporation may also incur significant labor costs as a result of a temporary shutdown if it is required to give employees notice prior to any layoff or to pay severance for any extended layoff. Furthermore, temporary shutdowns may adversely affect the Corporation's future access to skilled labor, as employees who are laid off may seek employment elsewhere. As well, if the Corporation's operations are shut down for an extended period of time, it may be required to engage in environmental remediation of the plant sites, which would require it to incur additional costs. Given the costs involved in a temporary shutdown of the Corporation's operations, it may instead choose to continue to operate those operations at a loss. This could have a material adverse effect on the Corporation's results of operations and financial conditions.

The Corporation is required to obtain government permits in order to conduct operations.

        Government approvals and permits are currently required in connection with all of the Corporation's operations, and further approvals and permits may be required in the future. The Corporation must obtain and maintain a variety of licenses and permits, including air quality control, water, electrical and municipal licenses. The duration and success of the Corporation's efforts to obtain permits are contingent upon many variables outside of its control. Obtaining governmental permits may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed the Corporation's estimates or that the Corporation will be able to maintain such permits. To the extent such approvals are required and not obtained or maintained, the Corporation's operations

37

may be curtailed or it may be prohibited from proceeding with planned exploration, development, or operation of mineral properties.

        The Langeloth Plant is currently operating with a National Pollutants Discharge Elimination System ("NPDES") permit and Title V air quality permit, the terms of which have expired. However, timely applications to renew both the NPDES and air quality permits have been filed and the Langeloth Plant is therefore authorized to continue to operate under its existing permits until renewed permits are issued. The plant is taking all steps necessary to meet its existing NPDES and air quality permit requirements. The Pennsylvania Department of Environmental Protection ("PaDEP") has yet to take action on the pending renewal of the plant's air quality permit. As proposed, the renewed NPDES permit would impose more stringent effluent limitations for several constituents which are present in the treated waste water associated with the operation of the Langeloth Plant, but affords the operator, a compliance (extension) schedule to come into compliance with certain of these new effluent limits. Violations of the existing, or new, air quality or NPDES permit conditions, at the Langeloth Plant could result in a range of criminal and civil penalties under federal Clean Water Act and Clean Air Act or the Pennsylvania Clean Streams Law or Air Pollution Control Act. There is no assurance that new air quality or NPDES permits will be issued and, once issued and final, will not contain more onerous requirements to which the Corporation must comply.

        Obtaining and maintaining the various permits for mine development operations at the Mount Emmons Project will be complex, time-consuming, and expensive. Changes in a mine's design, production rates, quality of material mined, and many other matters, often require submission of the proposed changes for agency approval prior to implementation. There can be no assurance that the required permits will be obtained. In addition, changes in operating conditions beyond the Corporation's control, or changes in agency policy and federal and state laws, could further affect the successful permitting of operations.

Disruption of transportation services or increased transportation costs could have a material adverse effect on the Corporation's business, financial condition and results of operations.

        Disruption of transportation services due to weather-related problems, strikes, lock-outs or other events could have a material adverse effect on the Corporation's business, financial condition and results of operations. If transportation for the Corporation's products becomes unavailable, the Corporation's ability to market its products could suffer. Additionally, increases in the Corporation's transportation costs relative to those of its competitors could make the Corporation's operations less competitive and could affect its profitability.

The Corporation is dependent upon key management personnel and executives.

        The Corporation is dependent upon a number of key management personnel, including the services of certain key Thompson Creek employees. The Corporation's ability to manage its exploration, development and operating activities, and hence its success, will depend in large part on the efforts of these individuals. The Corporation faces intense competition for qualified personnel, and there can be no assurance that the Corporation will be able to attract and retain such personnel. The Corporation does not maintain "key person" life insurance. Accordingly, the loss of the services of one or more of such key management personnel could have a material adverse effect on the Corporation.

From time to time, some of the Corporation's directors and officers may be involved with other natural resource companies.

        Certain of the directors and officers of the Corporation also serve or may serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. As a result of

38

any such conflict, the Corporation may miss the opportunity to participate in certain transactions, which may have a material adverse effect on the Corporation.

The Corporation's securities have experienced high price volatility and prices may be adversely affected by factors beyond its control.

        Securities of mining companies have experienced substantial volatility, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, the recent recessionary economic conditions and market perceptions of the attractiveness of particular industries. The prices of the Corporation's securities are also likely to be significantly affected by short-term changes in molybdenum prices or in the Corporation's financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Corporation's performance that may have an effect on the price of the common shares of the Corporation (the "Common Shares") and its common share purchase warrants (the "Warrants") include the following: the extent of analytical coverage available to investors concerning the Corporation's business; the lessening of trading volume and general market interest in the Corporation's securities; and the ability of some institutions to invest in the Corporation's securities.

        As a result of any of these factors, the market price of the Common Shares and the Warrants at any given point in time may not accurately reflect the Corporation's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

The Corporation's business will depend on good relations with its employees.

        Production at the Corporation's mining operations depends on the efforts of its employees. Although most of the Corporation's employees are non-unionized, its subsidiary, Langeloth Metallurgical Company LLC, owner of the Langeloth Facility, has certain unionized employees. Although these unionized employees have agreed to "no-strike" clauses in their Collective Agreement, there can be no assurance that the Langeloth Plant, and consequently the Corporation's business, will not suffer from work stoppages. This Collective Agreement expires on March 11, 2010 and is currently being re-negotiated between the Corporation and the Union. After expiry of the collective agreement, either party may terminate upon seven days notice to the other party. Further, relations with the Corporation's non-unionized employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Corporation carries on business. Changes in such legislation or otherwise in the Corporation's relationship with its employees or Langeloth Metallurgical Company's relationship with its unionized employees may result in strikes, lockouts or other work stoppages, any of which could have a material adverse effect on the Corporation's business, results of operations and financial condition.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 3.    LEGAL PROCEEDINGS

        None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None.

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ITEM 4A.    EXECUTIVE OFFICERS OF REGISTRANT

        Executive Officers of the Registrant

        Set forth below are the executive officers of the Corporation, their ages as of February 23, 2010 and their positions.

Name	Age	Position
Kevin Loughrey	59	Chairman, Chief Executive Officer and a Director
Pamela L. Saxton	57	Chief Financial Officer and Vice President, Finance
S. Scott Shellhaas	62	Chief Operating Officer
Mark A. Wilson	55	Vice President, Sales and Marketing
Dale E. Huffman	60	Vice President, General Counsel and Secretary

        Kevin Loughrey—Chairman, Chief Executive Officer and Director.    Mr. Loughrey is currently Chairman of the Board and Chief Executive Officer of the Corporation. In this capacity, Mr. Loughrey has overseen the activities of the Corporation since the Thompson Creek Acquisition in 2006. During that time, the Corporation was successfully listed on the New York Stock Exchange in November of 2007 and achieved record revenues of $1 billion in 2008. From 2005 until 2006 Mr. Loughrey was the President of Thompson Creek Metals Company (now Thompson Creek Metals Company USA) and as such was responsible for all of the Thompson Creek operations. From 1998 until 2005 he was the Senior Vice President, General Counsel and Secretary of such Company. He was the principal negotiator, on behalf of the Thompson Creek shareholders, of the Thompson Creek Acquisition. Mr. Loughrey has also been the Senior Vice President and General Counsel for First Dynasty Mines Ltd. and Cyprus Minerals Company. Mr. Loughrey was responsible for complex legal matters including several major acquisitions, listing Cyprus on the New York Stock Exchange, and was prominent in the 1993 merger of Cyprus with Amax Metals Company. Mr. Loughrey has 30 years of experience in the mining business. Mr. Loughrey holds a Bachelor of Arts from Colorado State University and a law degree from the University of Houston.

        Pamela L. Saxton—Chief Financial Officer and Vice President, Finance.    Ms. Saxton joined the Corporation on August 4, 2008 and became Chief Financial Officer and Vice President, Finance on October 16, 2008. Ms. Saxton has over 30 years of domestic and international finance and accounting experience within and outside the mining industry. She was previously Vice President, Finance—U.S. Operations for Franco-Nevada U.S. Corporation, located in Highlands Ranch, Colorado. Prior to joining Franco-Nevada in 2007, Ms. Saxton was the Vice President and Chief Financial Officer of Colorado-based NewWest Gold Corporation. From 2004 to 2006, she was with First Data Corporation as Vice President and Controller—Payments Division in Englewood, Colorado. Ms. Saxton also served as Vice President Finance, Corporate Controller and Chief Accounting Officer of J.D. Edwards & Company in Denver from 1994 to 2003. Prior to that, she was Vice President and Controller of Amax Gold, Inc. and Assistant Controller of Cyprus Amax Minerals Company from 1987 to 1994. Ms. Saxton holds a Bachelor of Science in Accounting from the University of Colorado in Boulder. She is a member and past Chair of the Board for the Colorado Association of Commerce and Industry and a member of the Board of Advisors to the Business School at the University of Colorado at Denver.

        S. Scott Shellhaas—Vice President and Chief Operating Officer.    Mr. Shellhaas joined the Corporation as Vice President and Chief Operating Officer on August 10, 2009. From 2000 to 2007, Mr. Shellhaas was the CEO designate for venture capital development projects involving coal, iron and steel producers within the United States. He then was Vice President of Richmond, Virginia-based Imagin Natural Resources, a start-up natural resource company focusing on the acquisition and operation of coal assets. After leaving Imagin in 2008, he provided executive management consulting services to natural resource and energy companies before joining the Corporation. He has over 25 years of international executive management and operating experience within the mining industry.

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Mr. Shellhaas' mining career started with Cyprus Amax Minerals Company where he was a managing attorney from 1982 to 1989. He subsequently served in operating positions, including: President of Cyprus Australia Gold Company (1989-1991), a gold and copper producer in Australia; President of Cyprus Northshore Mining Company (1991-1994), an iron ore producer in Minnesota; President of Cyprus Foote Mineral Company (1993-1996), an international lithium producer operating in Chile and the United States; and President and Chief Operating Officer of Amax Gold Inc. (1996-1998), a publicly traded global gold producer. From 1998 to 2000, he was President of Cyprus Australia Coal Company, a coal producer in Australia, and Chairman and Chief Executive Officer of Oakbridge Proprietary Ltd., an associated coal producing and marketing joint venture and consortium. From 2000 to 2007, Mr. Shellhaas was the CEO designate for venture capital development projects involving coal, iron and steel producers within the United States. He then was Vice President of Richmond, Virginia-based Imagin Natural Resources, a start-up natural resource company focusing on the acquisition and operation of coal assets. After leaving Imagin in 2008, he provided executive management consulting services to natural resource and energy companies. Mr. Shellhaas has a Bachelor of Arts in Economics from the University of North Carolina-Chapel Hill and a Juris Doctor with Honors from the University of Wyoming School of Law.

        Mark A. Wilson—Vice President, Sales and Marketing.    Mr. Wilson joined Thompson Creek Metals Company in 2005 and currently is Vice President, Sales and Marketing for the Corporation. For several years immediately prior to joining the Corporation, he was owner and manager of a sales and distribution business. Having worked for more than 20 years in the mining industry, Mr. Wilson has extensive experience in marketing, business development and finance. He consulted for Climax Molybdenum Company on new product development (2001-2002) and served as President, Chief Executive Officer and Chief Financial Officer for Goldbelt Resources Ltd., a Canadian public company focused on mineral exploration in Kazakhstan (1996-1999). From 1981 to 1996, he was employed by Cyprus Amax Minerals Company in increasingly responsible roles including Vice President of Business Development and Manager of Molybdenum Marketing. Mr. Wilson holds a B.S. in Geology and Geophysics from Yale University and a M.A. in Law and Diplomacy from the Fletcher School of Law and Diplomacy.

        Dale E. Huffman—Vice President, General Counsel and Secretary.    Mr. Huffman is currently Vice President, General Counsel and Secretary of the Corporation. Mr. Huffman joined the Corporation in November 2006. Immediately prior to then, he was engaged in the private practice of law for several years. He has over 25 years of in-house and outside counsel experience in the mining industry representing a wide variety of corporate clients both domestic and international and including almost nineteen years as Counsel for Cyprus Amax Minerals Company. His areas of expertise include contract structuring and negotiation, financing, anti-trust compliance, environmental compliance, litigation defense, mergers and acquisitions, securities, and human resources law. He earned his law degree at UCLA.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Shares

        The Common Shares are listed and posted for trading on the New York Stock Exchange ("NYSE") under the symbol "TC" and the Toronto Stock Exchange ("TSX") under the symbol "TCM". The following table sets forth information relating to the price of the Common Shares on the NYSE and TSX for the months indicated.

		Price Range of Common Shares
		NYSE (US$)				TSX (C$)
		High		Low		High		Low
2008	1st quarter		20.90		12.78		20.50		12.65
	2nd quarter		24.60		17.20		24.00		17.44
	3rd quarter		19.69		8.96		20.05		9.31
	4th quarter		9.42		2.44		10.04		3.15
2009	1st quarter		5.69		2.69		6.72		3.48
	2nd quarter		12.42		3.87		13.62		4.91
	3rd quarter		15.64		9.06		16.50		10.56
	4th quarter		13.38		10.00		13.75		10.82

        The price of the Common Shares as quoted by the NYSE at the close of business on December 31, 2009 was $11.72 and on February 23, 2010 was $13.39. The price of the Common Shares as quoted by the TSX at the close of business on December 31, 2009 was C$12.33 and on February 23, 2010 was C$14.12. As of February 23, 2010, there were estimated to be approximately 30,000 holders of the Common Shares.

        In addition, the Corporation has common share purchase warrants (exercise price of C$9.00, expiring on October 23, 2011) that are listed and posted for trading on the TSX under the symbol "TCM.WT".

Dividends

        The Corporation has not declared or paid any dividends on its Common Shares since the date of its formation. The Corporation intends to retain its earnings, if any, to finance the growth and development of its business and has no present intention of paying dividends or making any other distributions in the foreseeable future.

Stock Repurchase

        In September 2008, the Corporation filed a normal course issuer bid (the "Bid") with the Toronto Stock Exchange. Under the Bid, the Corporation could have purchased a maximum of 12,300,000 Common Shares for cancellation including up to 6,252,303 Common Shares though the facilities of the New York Stock Exchange. In 2008, the Corporation has purchased and cancelled an aggregate of 2,802,815 Common Shares. The Corporation did not re-purchase any shares under the Bid in 2009. This program expired on September 28, 2009 and was not renewed.

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        The following graph compares the cumulative total shareholder return for C$100 invested in Common Shares on December 31, 2004 against the cumulative total shareholder return of the S&P/TSX Composite Index and the S&P/TSX Composite Index—Materials for the five most recently completed financial years of the Corporation, assuming the reinvestment of all dividends.

2009 Performance Graph

	2004		2005		2006		2007		2008		2009
Thompson Creek Metals Company Inc.	$	100.00	$	388.89	$	5,483.33	$	9,433.33	$	2,722.22	$	6,850.00
S&P/TSX Composite Index	$	100.00	$	124.13	$	145.55	$	159.86	$	107.10		144.65
S&P/TSX Composite Index—Materials	$	100.00	$	115.32	$	161.24	$	210.03	$	154.41	$	207.17

*

Total return assumes reinvestment of dividends.

**

The comparison assumes $100 invested on December 31, 2004.

        The foregoing Performance Graph and related information shall not be deemed "soliciting material" or "filed" with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Corporation specifically incorporates it by reference into such filing.

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Item 6.    SELECTED FINANCIAL DATA

        The following selected consolidated financial data is derived from the Corporation's audited consolidated financial statements. The consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The consolidated financial statements for fiscal years ended December 31, 2008, 2007 and 2006 presented herein were recast from generally accepted accounting principles in Canada ("Canadian GAAP") to US GAAP. These historical results are not necessarily indicative of results for any future period. The following table includes the adjusted non-GAAP financial measures "adjusted net income", "adjusted net income per share—basic", and "adjusted net income per share—diluted". For a definition of these adjusted non-GAAP measures and reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, please read "Non-GAAP Financial Measures" in Item 7 of this Annual Report on Form 10-K.

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		Years Ended December 31,
		2009			2008		2007		2006(a)
		(US dollars in millions, except per share amounts)
Statement of Operations Data:
Revenue
	Molybdenum sales	$	361.9		$	992.2	$	891.1	$	147.7
	Tolling, calcining and other		11.5			19.2		23.3		3.1
			373.4			1,011.4		914.4		150.8
Cost of sales
	Operating expenses		241.3			557.4		588.8		147.3
	Selling and marketing		6.2			10.1		9.0		1.2
	Depreciation, depletion and amortization		43.4			40.0		48.2		4.7
	Accretion expense		1.4			1.7		1.7		0.1
			292.3			609.2		647.7		153.3
Income from mining and processing			81.1			402.2		266.7		(2.5	)
Other (income) expenses			135.1	(b)		104.8		65.4		26.2
Income and mining taxes (benefit)			2.0			124.3		61.7		(7.6	)
Net (loss) income		$	(56.0	)(b)	$	173.1	$	139.6	$	(21.1	)
Net (loss) income per share
	—basic	$	(0.44	)(b)	$	1.45	$	1.27	$	(0.37	)
	—diluted	$	(0.44	)(b)	$	1.31	$	1.10	$	(0.37	)
Basic weighted-average shares outstanding			127.5			119.5		110.2		57.7
Diluted weighted-average shares outstanding			127.5			131.7		126.6		57.7
Adjusted non-GAAP Measures:(c)
Adjusted net income(c)		$	37.4	(c)	$	241.3	$	n/a	$	n/a
Adjusted net income per share—basic(c)		$	0.29	(c)	$	2.02	$	n/a	$	n/a
Adjusted net income per share—diluted(c)		$	0.29	(c)	$	1.83	$	n/a	$	n/a
Other Financial Data:
Cash generated by operating activities		$	105.9		$	389.0	$	148.4	$	75.4
Capital expenditures		$	66.1		$	101.3	$	14.7	$	4.5
Balance Sheet Data as of December 31:
Cash and cash equivalents		$	158.5		$	258.0	$	113.7	$	98.1
Short-term investments		$	353.0		$	—	$	—	$	—
Total assets		$	1,344.6		$	1,046.4	$	1,083.0	$	899.9
Total debt		$	12.9		$	17.3	$	237.4	$	397.8
Total liabilities		$	359.2	(b)	$	255.8	$	612.0	$	675.7
Shareholders' equity		$	985.4	(b)	$	790.6	$	471.0	$	224.2

(a)

The 2006 period is from inception (October 26, 2006) through December 31, 2006.

(b)

On January 1, 2009 the Corporation adopted the guidance issued by the Emerging Issues Task Force ("EITF"), which requires our outstanding common stock purchase warrants to be accounted for as a derivative with changes in the fair market value recorded in net income (loss). Net loss for 2009 includes a non-cash unrealized loss of $93.4 million, or $(0.73) per basic and diluted share.

(c)

See "Non-GAAP Financial Measures" in Item 7 of this Annual Report on Form 10-K for the definition and calculation of these non-GAAP measures.

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ITEM 7. and 7A.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        This Management's Discussion and Analysis ("MD&A") of consolidated financial condition and results of operations of Thompson Creek was prepared as of February 25, 2010, and should be read in conjunction with the Consolidated Financial Statements in Item 8 and Risk Factors in Item 1A of this Annual Report on Form 10-K.

        The Corporation determined that as of June 30, 2009 more than 50% of its outstanding shares were held by US residents. Therefore, as of January 1, 2010, the Corporation is a domestic registrant and is required to comply with US Securities and Exchange Commission public reporting filing requirements. As a result, the consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US ("US GAAP"). Prior to becoming a domestic registrant in the US, the Corporation prepared its consolidated financial statements in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"). The consolidated financial statements for prior periods presented herein were recast from Canadian GAAP to US GAAP. Material measurement differences between US GAAP and Canadian GAAP are described in Note 22 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

        All dollar amounts are expressed in US dollars unless otherwise indicated. Additional information on the Corporation is available on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com

Business Overview

        Thompson Creek is a North American molybdenum mining company, governed by the laws of British Columbia, with vertically integrated mining, milling, processing and marketing operations in Canada and the US. The Corporation's operations include the Thompson Creek Mine (mine and mill) in Idaho, the Langeloth Facility in Pennsylvania and a 75% joint venture interest in the Endako Mine (mine, mill and roaster) in British Columbia. In addition, the Corporation has two underground molybdenum development projects comprised of the Davidson Project, located in British Columbia, and an option to acquire up to 75% of the Mount Emmons Project, located in Colorado.

Highlights 2009

•

Net loss for 2009 was $56.0 million, or $0.44 per basic and diluted common share, which included a non-cash unrealized loss on common share purchase warrants of $93.4 million, or $0.73 per basic and diluted common share. Non-GAAP adjusted net income for the year (excluding the non-cash unrealized loss on the warrants) was $37.4 million, or $0.29 per basic and diluted common share. See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income.

•

Non-cash unrealized loss on common stock purchase warrants of $93.4 million for 2009 was the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss).

•

Consolidated revenues for 2009 were $373.4 million, down approximately 63% from 2008 as a result of significantly lower molybdenum sales prices. The average realized sales price for molybdenum for the year was $11.28 per pound, down 62% from $30.04 per pound for 2008.

•

Mined molybdenum production in 2009 was 25.3 million pounds, down 3% from 26.0 million pounds in 2008.

46

•

Average cash cost per pound produced for 2009 was $5.84 per pound, compared to $7.54 per pound in 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound.

•

Operating cash flows were $105.9 million for 2009, compared to $389.0 million in 2008.

•

Capital expenditures incurred for 2009 were $60.2 million, comprised of $39.7 million of capital expenditures for the mines and Langeloth Facility together with $20.5 million of capital costs for the mill expansion project at the Endako Mine (75% share).

•

Total cash, cash equivalents and short-term investments at December 31, 2009 were $511.5 million, compared to $258.0 million as of December 31, 2008. On September 16, 2009, the Corporation completed an equity issuance of 15.5 million shares and received $194.6 million in net proceeds. Total debt as of December 31, 2009 was $12.9 million compared to $17.3 million as of December 31, 2008.

Outlook

Molybdenum Market

        In September 2008, the price for molybdenum oxide was over $30 per pound. The price declined dramatically during the fourth quarter of 2008 and the first four months of 2009, reaching a low of $7.70 per pound in April 2009. This decline was primarily due to the collapse in demand from the steel industry for molybdenum bearing grades of steel. During June through August of 2009, the price of molybdenum rose sharply, reaching a year-to-date high of $18.30 per pound in August 2009. The price of molybdenum was volatile during the remainder of 2009, with the average Platts Metals Week published price for molybdenum oxide of $11.53 per pound for the fourth quarter of 2009 (with a weekly low of $10.60 per pound in November 2009) and $11.29 per pound for the month of December 2009.

        At the start of 2010, the molybdenum price began to increase. By January 18, the average Platts Metals Week published price for molybdenum oxide for the week had increased to $15.00 per pound, and for the week of February 22, 2010, the average Platts Metals Week published price for molybdenum oxide was $16.75 per pound.

        The Corporation expects that demand from Western and Japanese steel mills will continue to improve and imports of molybdenum into China will diminish. However, the Corporation believes that the price of molybdenum will depend on the pace of re-supply from Chinese mines in addition to the pace of improving demand from Western and Japanese steel mills. Nonetheless, the Corporation expects that the demand and sales price for molybdenum will increase within the next 18 months and, for this reason among others, the Corporation's Board of Directors approved the resumption of the mill expansion at its 75%-owned Endako Mine (subject to the joint venture partner approval) during the third quarter of 2009.

        There can be no assurance, however, that molybdenum demand will strengthen or that molybdenum prices will further improve. Any significant weakness in demand or reduction in molybdenum prices may have a material adverse effect on the Corporation's operating results and financial condition.

Operations

        For 2010, the Corporation expects molybdenum production volumes to be 29 to 32 million pounds, with the Thompson Creek Mine at approximately 22 to 24 million pounds and the 75% share of the Endako Mine at 7 to 8 million pounds (unchanged from previous guidance). For 2010, anticipated average cash costs per pound produced are estimated at $6 to $7 per pound, with $5.50 to $6.50 per

47

pound at the Thompson Creek Mine and $7 to $8 per pound at the Endako Mine (assuming a US$1=C$1.05), which is unchanged from previous guidance. For the Endako Mine, a $0.01 change in the Canadian foreign exchange rate would result in a $0.10 change in the cash cost per pound produced.

        The Corporation expects to sell 27 to 30 million pounds of its mined production (unchanged from previous guidance). The Corporation has some flexibility in building or depleting inventory levels depending upon the economic conditions and the related demand and sales price for molybdenum. The Langeloth Facility is planning a five-week shut-down in late April 2010 for maintenance and repairs. The Corporation expects to build inventory through the first four months of 2010 in anticipation of this shut-down. For 2010, the Corporation currently has forward sales contracts for approximately 1.5 million pounds at an average fixed-price of $14.54 per pound for molybdenum oxide.

        Capital expenditures for 2010 are expected to be $298 million, comprised of $89 million in capital expenditures for the mines and Langeloth Facility and $209 million for its 75% share of capital expenditures required for the mill expansion project at the Endako Mine (unchanged from previous guidance). The mill expansion project at the Endako Mine includes the construction of a new, modern Endako mill, which will replace the existing 45-year-old mill and raise ore-processing capacity from the existing 31,000 tons per day to 55,000 tons per day. Operating permits required by the mill expansion are proceeding, including the development of a closure plan for expanded waste dumps and tailing facilities and minor amendments to the Mining Act permit. Consultations with First Nations (local Aboriginal peoples) by the Corporation and the government of British Columbia ("BC Government") pertaining to these permits are proceeding.

        In 2010, the Corporation expects to conduct exploration drilling at both of its operating mines totaling $2 to $4 million (unchanged from previous guidance). For 2010, the Corporation expects to spend approximately $7 to $9 million under the option agreement with U.S. Energy Corporation on the Mount Emmons Project for an ongoing pre-feasibility study, further engineering evaluations, and ongoing project maintenance (unchanged from previous guidance). The Corporation is conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis. As a result, the Corporation expects to have minimal expenditures on the Davidson Project in 2010 (unchanged from previous guidance).

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Selected Consolidated Financial and Operational Information

			Three months ended December 31,						Years ended December 31,
(US$ in millions except per share and per pound amounts)			2009			2008(1)			2009			2008(1)		2007(1)
			(unaudited)
Financial
Revenue
	Molybdenum sales		$	103.3		$	176.5		$	361.9		$	992.2	$	891.1
	Tolling, calcining and other			2.9			5.1			11.5			19.2		23.3
				106.2			181.6			373.4			1,011.4		914.4
Cost of sales
	Operating expenses			68.1			86.8			241.3			557.4		588.8
	Selling and marketing			1.6			2.0			6.2			10.1		9.0
	Depreciation, depletion and amortization			11.4			12.1			43.4			40.0		48.2
	Accretion expense			0.4			0.3			1.4			1.7		1.7
				81.5			101.2			292.3			609.2		647.7
Income from mining and processing				24.7			80.4			81.1			402.2	$	266.7
Other (income) expenses				4.1			68.7			135.1			104.8		65.4
Income and mining taxes (benefit)				(5.4	)		35.5			2.0			124.3		61.7
Net income (loss)			$	26.0		$	(23.8	)	$	(56.0	)	$	173.1	$	139.6
Net income (loss) per share:
		Basic	$	0.19		$	(0.19	)	$	(0.44	)	$	1.45	$	1.27
		Diluted	$	0.18		$	(0.19	)	$	(0.44	)	$	1.31	$	1.10
Cash generated by operating activities			$	26.7		$	173.1		$	105.9		$	389.0	$	148.4
Adjusted non-GAAP Measures:(2)
Adjusted net income(2)			$	20.4		$	44.4		$	37.4		$	241.3	$	n/a
Adjusted net income per share—basic(2)			$	0.15		$	0.36		$	0.29		$	2.02	$	n/a
Adjusted net income per share—diluted(2)			$	0.14		$	0.36		$	0.29		$	1.83	$	n/a
Operational Statistics (unaudited)
Mined molybdenum production (000's lb)(3)				6,268			7,773			25,260			26,045		16,366
Cash cost ($/lb produced)(4)			$	6.61		$	6.01		$	5.84		$	7.54	$	10.03
Molybdenum sold (000's lb):
	Thompson Creek and Endako Mine product			6,889			6,558			27,389			22,349		19,477
	Purchased and processed product			1,464			1,565			4,683			10,681		11,492
				8,353			8,123			32,072			33,030		30,969
Average realized price ($/lb)(2)			$	12.37		$	21.72		$	11.28		$	30.04	$	28.77

(1)

Recast in US GAAP.

(2)

See "Non-GAAP Financial Measures" for the definition and calculation of these non-GAAP measures.

(3)

Mined production pounds reflected are molybdenum oxide and high performance molybdenum disulfide ("HPM") from the Corporation's share of production from the mines; excludes molybdenum processed from purchased product.

(4)

Weighted-average of Thompson Creek Mine and Endako Mine cash costs (mining, milling, roasting and packaging) for molybdenum oxide and HPM produced in the period, including all stripping costs. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide on site, includes an estimated molybdenum loss, an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs. See "Non-GAAP Financial Measures" for additional information.

49

	December 31, 2009		December 31, 2008(1)
Cash and cash equivalents	$	158.5	$	258.0
Short-term investments	$	353.0	$	—
Total assets	$	1,344.6	$	1,046.4
Total debt	$	12.9	$	17.3
Total liabilities	$	359.2	$	255.8
Shareholders' equity	$	985.4	$	790.6
Shares outstanding (000's)		139,511		122,253

(1)

Recast in US GAAP.

50

Summary of Quarterly Results
(US$ in millions except per share and per pound amounts—unaudited and recast in US GAAP)

		Dec 31 2009		Sep 30 2009			Jun 30 2009			Mar 31 2009		Dec 31 2008			Sep 30 2008		Jun 30 2008		Mar 31 2008
Financial
Revenue		$	106.2	$	114.4		$	74.0		$	78.8	$	181.6		$	331.1	$	243.9	$	254.8
Income from mining and processing		$	24.7	$	38.1		$	9.8		$	8.5	$	80.4		$	148.3	$	103.3	$	70.2
Net income (loss)		$	26.0	$	(1.4	)	$	(89.3	)	$	8.7	$	(23.8	)	$	94.8	$	59.5	$	42.6
Income (loss) per share:
	—basic	$	0.19	$	(0.01	)	$	(0.73	)	$	0.07	$	(0.19	)	$	0.76	$	0.51	$	0.38
	—diluted	$	0.18	$	(0.01	)	$	(0.73	)	$	0.07	$	(0.19	)	$	0.69	$	0.44	$	0.33
Adjusted non-GAAP Measures:(1)
Adjusted net income (loss)(1)		$	20.4	$	14.3		$	(6.3	)	$	9.0	$	44.4		$	n/a	$	n/a	$	n/a
Adjusted net income (loss) per share:(1)
	—basic(1)	$	0.15	$	0.11		$	(0.05	)	$	0.07	$	0.36		$	n/a	$	n/a	$	n/a
	—diluted(1)	$	0.14	$	0.11		$	(0.05	)	$	0.07	$	0.36		$	n/a	$	n/a	$	n/a
Cash generated by operating activities		$	26.7	$	28.5		$	13.9		$	36.8	$	173.1		$	102.5	$	52.8	$	60.6
Operational Statistics
Mined molybdenum production (000's lb)			6,268		6,221			6,714			6,057		7,773			6,499		6,184		5,589
Cash cost ($/lb produced)(1)		$	6.61	$	5.67		$	5.21		$	5.93	$	6.01		$	7.33	$	8.85	$	8.29
Molybdenum sold (000's lb):
	Thompson Creek and Endako Mine		6,889		7,445			6,505			6,549		6,558			6,879		4,830		4,082
	Purchased and processed product		1,464		1,324			997			898		1,565			3,044		2,500		3,572
			8,353		8,769			7,502			7,447		8,123			9,923		7,330		7,654
Average realized price ($/lb)(1)		$	12.37	$	12.75		$	9.41		$	10.14	$	21.72		$	32.85	$	32.68	$	32.69

(1)

See "Non-GAAP Financial Measures" for the definition and calculation of these non-GAAP measures.

Financial Review

Three Months Ended December 31, 2009 (Unaudited)

Net Income

        Net income for the three months ended December 31, 2009 was $26.0 million or $0.19 per basic share and $0.18 per diluted share, compared to net loss of $(23.8) million, or $(0.19) per basic share and diluted share, for the same period in 2008. Net income for the fourth quarter of 2009 includes a non-cash unrealized gain on common share purchase warrants of $5.6 million, or $0.04 per basic share and diluted share. This non-cash unrealized gain on common stock purchase warrants of $5.6 million for the fourth quarter of 2009 is the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss). The 2008 fourth quarter included a non-cash write-down of goodwill of $68.2 million. Non-GAAP adjusted net income for the 2009 quarter (excluding the non-cash unrealized gain on the warrants) was $20.4 million ($0.15 per basic share and $0.14 per diluted share). Non-GAAP adjusted net income for 2008 (excluding the non-cash goodwill impairment) was $44.4 million ($0.36 per basic share and diluted share). See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income.

        During the 2009 fourth quarter the Corporation granted stock options and, as a result, the 2009 fourth quarter also included total stock-based compensation expense (after-tax) of $2.9 million. There

51

was no comparable stock option grant in the 2008 quarter. The 2008 fourth quarter also included an after-tax valuation allowance against the carrying value of finished goods inventories of $2.9 million.

        Revenues for the three months ended December 31, 2009 were $106.2 million, down $75.4 million or 42% from $181.6 million for the same period in 2008. The average realized sales price for molybdenum for the fourth quarter of 2009 was $12.37 per pound, down 43% from $21.72 per pound for the fourth quarter of 2008. Molybdenum sold from the Corporation's mines in the fourth quarter of 2009 was 6.9 million pounds, up 5% from 6.6 million pounds sold in the same period in 2008. Sales volumes from third party product purchased, processed and resold were 1.5 million pounds for the fourth quarter of 2009 compared to 1.6 million pounds for the same period in 2008. Revenues from toll roasted material for third parties were down 43% in the fourth quarter of 2009 relative to the same period in 2008 due to lower demand for these services in 2009 compared to 2008.

        Operating expenses for the three months ended December 31, 2009 were $68.1 million, down $18.7 million or 22% from $86.8 million for the same period in 2008. Prices for third party molybdenum purchases (that were purchased, processed and resold) were down significantly during the fourth quarter of 2009 from the same quarter of 2008 which was the primary reason for the decline in operating expenses in the 2009 quarter.

        The non-GAAP financial measure of cash cost per pound produced from the Corporation's mines increased in the fourth quarter of 2009 to $6.61 per pound produced from $6.01 per pound produced for the comparable quarter in 2008. The increase in the cash cost per pound produced was primarily due to decreased production as a result of lower tons milled from the Thompson Creek Mine in the fourth quarter of 2009 compared to the fourth quarter of 2008 and higher repairs and maintenance costs at the Thompson Creek Mine in the fourth quarter of 2009. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 was $11.4 million compared to $12.1 million for the fourth quarter of 2008. This decrease was primarily due to the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third quarter of 2009, which was partially offset by the higher volume of molybdenum sold in the fourth quarter of 2009 compared to the fourth quarter of 2008. Product inventory costs include depreciation, depletion and amortization.

        Total other (income) expense for the fourth quarter of 2009 was $4.1 million compared to $68.7 million for the fourth quarter of 2008. The fourth quarter of 2009 included an unrealized gain on common stock warrants of $5.6 million. The fourth quarter of 2008 included a write-down of goodwill of $68.2 million and a foreign exchange gain of $16 million. Additionally, during the fourth quarter of 2008, the US dollar ("US$") strengthened against the Canadian dollar ("C$"), which resulted in a foreign exchange gain on US$ cash balances that have the C$ as their measurement currency.

        The Corporation had a net tax benefit for the fourth quarter of 2009 of $5.4 million compared to net tax expense of $35.5 million for the fourth quarter of 2008. The fourth quarter of 2009 was impacted by a re-evaluation of US state income taxes, which resulted in a net tax benefit for the quarter. Additionally, the non-cash unrealized gain on common stock purchase warrants during the fourth quarter of 2009 did not generate any income tax expense. For the fourth quarter of 2008, the non-cash goodwill impairment did not generate any tax benefit. Income and mining taxes for the fourth quarter of 2009 also benefitted by proportionately higher percentage depletion deduction and foreign tax differences compared to the fourth quarter of 2008 primarily due to lower average realized molybdenum prices which reduced taxable income.

52

Cash Flows

        Cash generated by operating activities for the three months ended December 31, 2009 was $26.7 million compared to $173.1 million for the same period in 2008. This decline in cash flow from operations was primarily a result of lower average realized sales prices on molybdenum sales in the 2009 fourth quarter compared to the 2008 fourth quarter.

Three Years Ended December 31, 2009

Net Income (Loss)

        Net loss for the year ended December 31, 2009 was $56.0 million (or $0.44 per basic share and diluted share), compared to net income of $173.1 million in 2008 (or $1.45 per basic share and $1.31 per diluted share). Net loss for 2009 includes a non-cash unrealized loss on common share purchase warrants of $93.4 million, or $0.73 per basic share and diluted share. This non-cash unrealized loss on common stock purchase warrants of $93.4 million for 2009 is the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss) in each reporting period beginning January 1, 2009. Non-GAAP adjusted net income for 2009 (excluding the non-cash unrealized loss on the warrants) was $37.4 million ($0.29 per basic share and diluted share). Non-GAAP adjusted net income for 2008 (excluding the non-cash goodwill impairment) was $241.3 million ($2.02 per basic share and $1.83 per diluted share). See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income. Net loss for 2009 also included an after-tax compensation charge of $2.8 million (or $0.02 per basic share and diluted share) related to a voluntary stock option surrender program completed in June 2009, and an after-tax foreign exchange loss of $10.7 million (or $0.08 per basic share and diluted share).

        Net income for 2008 was $173.1 million (or $1.45 per basic share and $1.31 per diluted share) compared to $139.6 million for the year ended December 31, 2007 (or $1.27 per basic share and $1.10 per diluted share). During 2008, the Corporation recorded a charge of $68.2 million related to the write-down of goodwill, and an after-tax impairment of $3.0 million on finished goods inventories.

Revenues

        Revenues for 2009 were $373.4 million, down $638 million or 63% from $1,011.4 million for 2008. The average realized sales price for molybdenum for 2009 was $11.28 per pound, down 62% from $30.04 per pound for 2008. Molybdenum sold from the Corporation's mines during 2009 was 27.4 million pounds, up 5.1 million pounds from 22.3 million pounds sold in the prior year. Sales volumes in 2008 were impacted by less product being available for sale during 2008 due to lower production at the Corporation's mines during the fourth quarter of 2007. Sales volume from third party product purchased, processed and resold was 4.7 million pounds for 2009 compared to 10.7 million pounds for 2008. This volume variance was primarily due to increased purchases during the fourth quarter of 2007 and the first quarter of 2008 in order to meet 2008 sales demand. Revenues from toll roasted material for third parties were down approximately 40% in 2009 compared to 2008 due to lower demand for these services in the current year.

        Revenues for 2008 were up $97.0 million or 11% from $914.4 million for 2007. This increase reflected higher molybdenum sales volume and higher average realized sales prices in 2008. Molybdenum sold from the Corporation's mines in 2008 was up 15% from 19.5 million pounds sold in 2007. Sales volumes in 2008 were higher than 2007 primarily due to increased production levels. The average realized sales price for molybdenum sales in 2008 was $30.04 per pound compared to $28.77 per pound in 2007. The volume of material toll roasted and processed for third parties was down 7% in 2008 relative to 2007 due to lower demand for these services in 2008.

53

Operating expenses

        Operating expenses for 2009 were $241.3 million, down $316.1 million or 57% from $557.4 million for 2008. Sales volumes and related costs for the third party material that was purchased, processed and resold were down significantly during 2009 compared to 2008 which was the primary reason for the significant decline in operating expenses in 2009. Additionally, operating expenses declined due to a lower cash cost per pound produced from the Corporation's mines in 2009 compared to 2008.

        The non-GAAP financial measure of cash cost per pound produced from the Corporation's mines declined in 2009 to $5.84 per pound produced from $7.54 per pound produced for 2008. See "Non-GAAP Financial Measures" below for the definition and calculation of cash cost per pound produced. The decline in the cash cost per pound produced was primarily due to a higher ore grade at the Thompson Creek Mine together with lower mining and milling costs from both of the Corporation's mines as a result of planned cost reduction measures in 2009. In addition, the 2009 cash cost per pound produced reflected lower costs for grinding media and consumables compared to 2008 combined with favorable foreign exchange rates (converting C$ costs to US$ costs). Offsetting the above, the 2009 cash costs were impacted by a two-week planned shutdown at both mines in the third quarter of 2009, which reduced production in the third quarter of 2009.

        Operating expenses for 2008 were $557.4 million, down $31.4 million or 5% from $588.8 million in 2007. The comparative operating expense amount for 2007 included $29.6 million in non-cash costs related to fair value adjustments arising from the purchase price allocated to inventory on hand at the acquisition of Thompson Creek USA which were sold in the 2007 period, with no comparable item in the 2008 period. For 2008, operating expenses included a finished goods inventory write-down of $4.9 million ($2.9 million after-tax) as a result of the sharp decline in molybdenum prices during the fourth quarter of 2008. After adjusting for the various inventory variances for 2007 and 2008, the remaining decrease was due to a lower volume and related cost of third party molybdenum product purchased, processed and resold in 2008 compared to 2007.

        The non-GAAP financial measure of cash cost per pound produced in 2008 decreased to $7.54 per pound produced from $10.03 per pound produced in 2007. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. The decline in cash cost per pound produced was primarily due to increased production in 2008 as a result of higher ore grades, recoveries and throughput at the Corporation's mines, which were partially offset by higher labor costs, higher milling costs (due primarily to higher grinding ball costs and freight costs) and higher mining costs (primarily due to increased fuel and consumption costs).

Depreciation, depletion and amortization expense

        Depreciation, depletion and amortization expense for 2009 was $43.4 million or 9% more than $40.0 million for 2008. This increase was primarily due to a draw-down of product inventory from the Corporation's mines during 2009 and a build-up of product inventory from the Corporation's mines during 2008, which resulted in higher depreciation and depletion costs in 2009 compared to 2008. Product inventory costs include depreciation, depletion and amortization. The 2009 increase was partially offset by the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third quarter of 2009.

        Depreciation, depletion and amortization expense for the year ended December 31, 2008 was $40.0 million or 17% less than $48.2 million for the year ended December 31, 2007. This decrease was primarily due to the effects of increased mineral reserve estimates established at both of the Corporation's mines in late 2007, which was partially offset by the higher volume of molybdenum sold in 2008 compared to 2007.

54

Goodwill impairment

        In 2009, the Corporation changed its impairment testing measurement date to the first of October to more closely align the impairment testing date with the Corporation's long-range planning and forecasting process. The Corporation believes that the resulting change will not delay, accelerate or avoid an impairment charge. The Corporation believes this change is preferable as this date provides additional time prior to year end to complete the impairment testing and report the results of those tests as part of the annual financial reporting to shareholders and other investors.

        The Corporation completed its annual impairment test of goodwill as of October 1, 2009. The goodwill assessment utilized the fair-value approach. The results of this impairment test did not result in an impairment charge for 2009. In 2008, the annual impairment test of goodwill resulted in a goodwill impairment charge of $68.2 million given the sharp decline in molybdenum prices at the end of 2008. The 2008 goodwill impairment charge did not have any impact on the Corporation's operating cash flows for that year. There was no goodwill impairment charge in 2007.

General and administrative expense

        General and administrative expense for 2009 was $25.1 million, which was $12.8 million lower than the 2008 expense of $37.9 million. General and administrative expense for 2009, 2008 and 2007 included $8.7 million, $13.5 million and $9.2 million, respectively, of stock-based compensation expense as required under US GAAP. Under US GAAP, stock-based compensation is included in the specific operating statement categories that include the compensation costs of the employees, officers and directors for which the stock option grant applies. The stock-based compensation for 2009 was lower than 2008 and 2007 due to a lower amount of stock options granted together with a lower Black-Scholes valuation resulting primarily from a significantly lower stock price. The 2009 stock-based compensation also included a non-cash compensation charge of $2.8 million related to a voluntary stock option surrender program, completed in June 2009, that was offered to all holders of stock options with an exercise price of C$16.19 per share and above. Under the terms of the program, options to acquire an aggregate of approximately 2.4 million common shares were voluntarily surrendered for cancellation by 55 holders, effective June 22, 2009. The non-cash compensation charge represented the remaining unamortized stock-based compensation cost for the cancelled options.

        Excluding the stock-based compensation, general and administrative expense was $16.4 million for 2009, $24.4 million for 2008 and $15.9 million for 2007. The 2009 and 2007 fiscal years were lower than 2008 primarily as a result of lower bonus accruals in 2009 and 2007 compared to 2008, costs incurred in 2008 for the transition of the corporate finance function from Vancouver to Denver, increased public company costs in 2008 related to the first year of Sarbanes-Oxley Act compliance and higher 2008 legal and consulting costs.

Exploration expense

        Exploration expense for 2009 was $6.3 million compared to $8.0 million for 2008. These expenses vary from period to period according to the type of activity being undertaken. The 2009 expenses primarily related to expenditures on the Mount Emmons Project. The 2008 exploration expenditures primarily related to the Mount Emmons Project and feasibility study and permitting work on the Davidson Project.

        Exploration expense for 2008 was $8.0 million compared to $4.6 million for 2007. This increase was primarily the result of the 2008 expenditures on the Mount Emmons Project. The 2008 and 2007 exploration expenses also included the Corporation's share of drilling activities at the Endako Mine as well as Davidson Project permitting costs.

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Interest expense

        Interest and finance fees of $1.2 million for 2009 primarily represented interest expense on equipment loans, together with finance fees on an unused $35 million revolving credit facility. Effective February 2, 2010, the Corporation terminated its $35 million revolving credit facility.

        In 2008, interest and finance fees of $15.1 million primarily represented interest and finance fees on the first lien loan, together with interest expense on equipment loans. The first lien loan was fully repaid in the second quarter of 2008, which resulted in the elimination of the interest expense on this loan in the second half of 2008. The 2008 expense also included $4.4 million for finance fees related to the early repayment of the first lien loan.

        In 2007, interest and finance fees of $42.1 million represented interest and finance fees on the first lien loan and second lien credit facility. The 2007 expense also includes a one-time prepayment premium of $2.5 million and a $3.5 million expense for finance fees related to the early repayment of the second lien credit facility.

Interest income

        Interest income for 2009 was $1.5 million, down from $2.4 million for 2008. This was primarily the result of significantly lower average interest rates in 2009, which was partially offset by higher average outstanding cash balances in 2009.

        Interest income for 2008 was $2.4 million, down from $7.8 million for 2007. This decrease was due to significantly lower interest rates during 2008 together with lower average outstanding cash balances during 2008.

Foreign exchange gains and losses

        Foreign exchange loss for 2009 was $10.9 million compared to a gain of $21.5 million for 2008 and a loss of $2.1 million in 2007. The US$ weakened against the C$ during 2009 and 2007, which resulted in foreign exchange losses. Conversely, during 2008 the US$ strengthened against the C$, which resulted in foreign exchange gains. The exchange rates as of December 31, 2009 was US$1=C$1.05, compared to US$1=C$1.22 as of December 31, 2008 and US$1=C$0.99 as of December 31, 2007. In addition, $1.9 million, $3.2 million and $2.6 million of gains on foreign exchange derivative instruments and cash conversions from US$ to C$ were recognized in 2009, 2008 and 2007, respectively.

        Given the Corporation's offsetting US$ denominated cash positions in entities with a C$ functional currency, and C$ denominated cash positions in entities with a US$ functional currency, with other variables unchanged, each $0.10 strengthening (weakening) of the US$ against the C$ results in an insignificant impact to net income (loss).

Income and mining taxes

        Net income and mining taxes for 2009 were lower than 2008 primarily due to the significantly reduced level of taxable income as a result of significantly lower average realized molybdenum prices. Net income and mining taxes for 2009 totaled $2.0 million compared to $124.3 million for 2008. A non-cash unrealized loss on the common stock purchase warrants in 2009 and the goodwill impairment in 2008 did not generate any income tax benefit in either year. Additionally, net income and mining taxes for 2009 benefitted from a re-evaluation of US state income taxes, declining Canadian provincial income tax rates and proportionately higher percentage depletion deduction and foreign tax differences primarily due to lower average realized molybdenum prices.

        Net income and mining taxes for 2007 totaled $61.7 million, or $62.6 million lower than 2008 primarily due to a significantly lower level of taxable income.

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Cash Flows

Operating activities

        Cash generated by operating activities for 2009 was $105.9 million compared to $389.0 million for 2008. This decline in cash flow from operations was primarily the result of lower average realized sales prices on molybdenum sales in 2009 compared to 2008, together with working capital changes related to accounts receivable and inventory.

        Cash generated by operating activities for 2008 was $389.0 million, compared to $148.4 million for 2007. This increase in cash flow from operations was mainly due to higher revenues, higher operating income and related net income for 2008, after adjusting for various non-cash special items discussed previously, together with working capital changes related to accounts receivable and inventory.

Investing activities

        Cash used in investing activities for 2009 was $412.6 million compared to $206.5 million for 2008. During 2009, the Corporation made short-term investments of $341.3 million that consisted of US and Canadian government-backed securities with maturities of greater than 90 days but less than 180 days. During 2008, there were no comparable short-term investments. Additionally, in January 2008, a $100.0 million payment was made to the former shareholder of Thompson Creek USA. This payment was in settlement of an acquisition price adjustment, which became payable based on the average market price of molybdenum in 2007.

        Cash used in investing activities for 2008 was $206.5 million compared to $19.1 million for 2007. This increase is due to the $100.0 million payment made to the former shareholder of Thompson Creek USA. Additionally, property, plant and equipment expenditures for 2008 increased by $86.6 million to $101.3 million due largely to the Corporation's share of mill expansion project costs at the Endako Mine.

Financing activities

        Cash generated by financing activities in 2009 was $200.7 million compared to cash used by financing activities of $20.9 million in 2008 and $117.4 million in 2007. During 2009, the Corporation received net proceeds of $194.6 million related to the Corporation's issuance of 15.5 million common shares and proceeds of $11.4 million related to stock option exercises. In addition, the Corporation made scheduled principal payments of $5.3 million on equipment loans.

        During 2008, the Corporation completed an equity financing for net proceeds of $218.1 million on the issuance of 10.9 million common shares and $5.8 million of proceeds were received related to stock option exercises. In 2008, the Corporation received proceeds under its credit facility of $36.5 million, which was more than offset by $262.1 million in principal payments on its long-term debt obligations, including $236.2 million to fully retire borrowings on the first lien facility, $22.5 million to retire amounts outstanding on its credit facility and $3.4 million in principal payments on equipment loans. In 2008, the Corporation also repurchased 2.8 million common shares for cancellation under a normal course issuer bid at an average price of C$7.41 per share, for a total of $19.2 million.

        Cash used by financing activities for 2007 was $117.4 million. During 2007, $50.8 million was raised through the issuance of common shares, including $31.9 million from the private placement of 3.0 million common shares and $18.9 million from the exercise of stock options and common share purchase warrants. In 2007, the Corporation also made debt repayments of $168.2 million, including $16.8 million of principal under its first lien loan, $61.9 million to prepay the second lien credit facility, $87.2 million in principal payments on the credit facility and $2.3 million in principal payments on equipment loans.

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Operations Review

Thompson Creek Mine

        The Corporation's Thompson Creek Mine and mill are located near Challis, in central Idaho. Mining is conducted by conventional open pit methods utilizing electric-powered shovels and 200-ton haul trucks. The Thompson Creek Mine currently controls a block of contiguous mineral claims that includes patented and unpatented mineral claims and mill site claims. The current 2009 mill capacity is approximately 28,000 tons per day and operates with a crusher, SAG mill, ball mill and flotation circuit.

        The table that follows presents a summary of the Thompson Creek Mine's operating and financial results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

	Three months ended December 31,				Years ended December 31,
(US$ in millions except per pound amounts—Unaudited)	2009		2008(1)		2009		2008(1)		2007(1)
Financial(2)
Molybdenum sales	$	57.8	$	96.9	$	217.3	$	414.0	$	334.0
Cost of sales
Operating expenses		29.3		33.8		118.3		135.6		127.5
Selling and marketing		2.5		1.2		5.2		5.1		4.0
Depreciation, depletion and amortization		5.2		6.5		23.4		17.1		19.2
Accretion		0.4		0.3		1.3		1.4		1.3
		33.2		41.8		148.2		159.2		152.0
Income from mining and processing	$	24.6	$	55.1	$	69.1	$	254.8	$	182.0
Operational Statistics
Mined (000's ore tons)		1,917		2,493		7,174		11,860		7,340
Milled (000's tons)		2,041		2,399		7,591		10,063		8,870
Grade (% molybdenum)		0.116		0.107		0.131		0.096		0.060
Recovery (%)		90.7		91.6		90.4		87.4		82.1
Molybdenum production (000's lb)(4)		4,300		4,824		17,813		16,765		9,269
Cash cost ($/lb produced)(3)	$	6.43	$	6.30	$	5.72	$	7.75	$	10.91
Molybdenum sold (000's lb)		4,715		3,849		19,366		13,724		12,064
Average realized price ($/lb)	$	12.26	$	25.17	$	11.22	$	30.16	$	27.69

(1)

Recast in US GAAP.

(2)

Since the Thompson Creek Mine only produces molybdenum sulfide and HPM on site, the financial information presented includes actual sales of molybdenum oxide, HPM and upgraded products, together with allocations of cost of sales from the Langeloth Facility and Thompson Creek USA, including operating expenses, finished goods inventory adjustments, selling and marketing expenses and depreciation, depletion and amortization from the Langeloth Facility.

(3)

The Thompson Creek Mine cash cost represents the mining (including all stripping costs), milling, roasting and packaging for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation and other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine includes an estimated molybdenum loss (sulfide to oxide) and an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs. See "Non-GAAP Financial Measures" for additional information.

(4)

Mined production pounds reflected are molybdenum oxide and HPM.

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Molybdenum Production and Cash Costs

        The Thompson Creek Mine produced fewer pounds of molybdenum in the fourth quarter of 2009 compared to the same quarter in 2008 primarily as a result of lower ore tons mined and milled and a lower milling recovery rate. In the fourth quarter of 2009 compared to the fourth quarter of 2008, the Thompson Creek Mine removed more waste material related to future planned production phases ("stripping costs") and re-handled more lower grade stockpiled material to blend with the higher grade material mined from the Phase 6 area.

        In 2009, the Thompson Creek Mine produced 17.8 million pounds of molybdenum compared to 16.8 million pounds in 2008. Higher ore grade and a higher milling recovery rate during 2009 were the primary factors contributing to the higher production volumes in 2009 compared to 2008. The higher grade and recovery rate more than offset lower tons mined and milled. The lower tons milled was primarily the result of a planned change in the mill operating schedule (ten days on, four days off) that commenced in March 2009. Effective September 2009, the mill schedule changed to a schedule of eleven days on, three days off and, effective January 1, 2010, the mill operating schedule returned to a full seven day, twenty-four hour schedule.

        Production for 2008 was higher than 2007 due to higher ore grade and a higher milling recovery rate in 2008. In 2007, a substantial portion of the production was from lower grade stockpiled material. Additionally, in late April 2007, the mill operating schedule increased to a full seven day schedule, up from a previous schedule of five days per week. For 2008, the mill operated on a full seven day schedule.

        The non-GAAP financial measure of cash cost per pound produced increased to $6.43 per pound for the fourth quarter of 2009 from $6.30 per pound for the fourth quarter of 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. The increase in the fourth quarter of 2009 cash cost over the fourth quarter of 2008 was primarily the result of lower production together with higher repairs and maintenance costs. The cash cost for the fourth quarter of 2009 included stripping costs of $7.3 million, or $1.71 per pound produced, compared to stripping costs of $7.9 million, or $1.64 per pound produced in the fourth quarter of 2008. Stripping costs are expensed as incurred under US GAAP.

        The cash cost per pound produced for 2009 decreased 26% to $5.72 per pound compared to $7.75 per pound for 2008. The decline in the 2009 cash cost per pound produced was primarily the result of higher production, together with lower mining costs (due primarily to lower stripping costs, the elimination of contract labor, reductions in workforce, lower fuel costs and lower equipment maintenance costs), lower milling costs (due primarily to lower consumables and reductions in workforce given the planned reduction in the mill operating schedule for most of the year) and lower freight costs. The cash cost for 2009 included stripping costs of $26.1 million, or $1.47 per pound produced, compared to stripping costs of $28.6 million, or $1.71 per pound produced in 2008. These declines in 2009 were somewhat offset by a planned two week shutdown in July, which reduced production and increased cash cost per pound produced during the third quarter of 2009.

        Cash cost per pound produced in 2008 was significantly lower than 2007 primarily due to significantly higher production, which was partially offset by higher labor costs, higher mining costs (primarily due to increased fuel and consumption costs and major equipment rebuilds) and higher milling costs (due primarily to higher grinding ball costs and freight costs). The cash cost for 2007 included stripping costs of $34.2 million, or $3.69 per pound produced, compared to stripping costs of $28.6 million, or $1.71 per pound produced in 2008.

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Molybdenum sold

        Molybdenum sold from Thompson Creek Mine material for the fourth quarter of 2009 was 4.7 million pounds at an average realized price of $12.26 per pound compared to 3.8 million pounds sold at an average realized price of $25.17 per pound in the fourth quarter of 2008. The higher sales volume in the fourth quarter of 2009 compared to the fourth quarter of 2008 was primarily due to a drawdown of inventory as a result of higher sales demand. The decrease in the average realized price for the fourth quarter of 2009 compared to the fourth quarter of 2008 was the result of a decrease in the market price of molybdenum in 2009. During the fourth quarter of 2009, sales included delivery against certain forward sales contracts related to Phase 6 production of approximately 0.6 million pounds at an average realized sales price of $9.15 per pound compared to approximately 0.4 million pounds at an average realized sales price of $14.69 per pound for the fourth quarter of 2008.

        For 2009, Thompson Creek Mine sold 19.4 million pounds of molybdenum at an average realized price of $11.22 per pound, compared to 13.7 million pounds at an average realized price of $30.16 per pound for 2008. The increase in sales volumes in 2009 was primarily due to higher production and a drawdown of inventory. During 2009, approximately 1.9 million pounds at an average realized sales price of $8.42 per pound were sold against certain forward sales contracts related to Phase 6 production, compared to approximately 1.8 million pounds at an average realized price of $17.63 per pound in 2008. The remaining decrease in the average realized price for 2009 compared to 2008 was the result of overall economic conditions and a decrease in the demand and sales price for molybdenum.

        In 2008, the 13.7 million pounds of molybdenum sold was higher than the 12.1 million pounds sold in 2007. The increase in pounds sold in 2008 compared to 2007 was primarily due to a significant increase in production levels in 2008. During 2007, approximately 0.4 million pounds at an average realized sales price of $27.56 per pound were sold against certain forward sales contracts related to Phase 6 production.

Cost of sales

        Operating expenses in the fourth quarter of 2009 were $29.3 million, compared to $33.8 million in the fourth quarter of 2008. The decrease in operating expenses for the fourth quarter of 2009 compared to the fourth quarter of 2008 primarily related to a drawdown of lower cost inventory from the third quarter of 2009 together with lower mining, milling and freight costs in the fourth quarter of 2009 compared to the fourth quarter of 2008. These declines were partially offset by higher repairs and maintenance costs in the fourth quarter of 2009 compared to the fourth quarter of 2008.

        For 2009, operating expenses were $118.3 million compared to $135.6 million for 2008. The decrease in operating expenses for 2009 compared to 2008 primarily related to higher ore grade and higher recovery rates together with lower mining, milling, freight and stripping costs.

        Operating expenses for 2008 were higher than 2007 primarily due to the drawdown of higher cost inventory at the beginning of 2008, together with higher labor costs, higher mining costs and higher milling costs associated with the increased production in 2008, as previously noted. Near the end of 2007, the ore processed was primarily from stockpiled material and, increasingly from Phase 6 ore as waste stripping activity exposed more of the Phase 6 ore throughout 2007. In 2007, operating expenses included $29.6 million in non-cash costs related to fair value adjustments arising from the purchase price allocated to inventory on hand at the acquisition of Thompson Creek USA, with no comparable expense in 2008.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 was $5.2 million compared to $6.5 million for the fourth quarter of 2008. This decrease was primarily due to the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third

60

quarter of 2009. Depreciation, depletion and amortization expense for 2009 was $23.4 million compared to $17.1 million for 2008. The increase in 2009 was primarily due to a draw-down of product inventory from the Thompson Creek Mine during 2009, and a build-up of product inventory during 2008, which resulted in higher depreciation and depletion costs in 2009 and lower depreciation and depletion costs in 2008. Product inventory costs include depreciation, depletion and amortization. Depreciation, depletion and amortization expense for 2008 was 11% lower than 2007 primarily as a result of a build-up of inventory in 2008 compared to 2007, together with an increase in the mineral reserve estimate established in late 2007.

        Selling and marketing costs increase and decrease in relation to molybdenum sales revenue and pounds sold. As a result, selling and marketing costs were higher in the 2009 periods compared to the 2008 periods as a result of higher molybdenum pounds sold, which were somewhat offset by decreased molybdenum sales revenue. The selling and marketing costs for 2008 were higher than 2007 due to increased molybdenum sales revenue and pounds sold.

Endako Mine

        The Corporation has a 75% interest in the Endako open-pit mine, mill and roaster which is located near Fraser Lake, British Columbia. The property is currently comprised of a contiguous group of 67 mineral tenures containing 42 claims and 25 leases, covering approximately 23,500 acres. In addition, surface rights are held on a portion of the mine site area. The mill has a capacity of approximately 31,000 tons per day, and the multiple-hearth roaster has a capacity of approximately 35,000 pounds per day.

        The table that follows presents a summary of the Corporation's 75% share of the Endako Mine's operating and financial results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

	Three months ended December 31,				Years ended December 31,
(US$ in millions except per pound amounts—Unaudited)	2009		2008(1)		2009		2008(1)		2007(1)
Financial
Molybdenum sales	$	27.0	$	38.9	$	91.2	$	234.2	$	209.5
Cost of sales
Operating expenses		12.9		16.3		47.3		65.0		62.6
Selling and marketing		0.6		0.7		1.9		3.2		2.5
Depreciation, depletion and amortization		5.3		4.7		16.7		16.6		18.5
Accretion		0.1		0.1		0.3		0.4		0.4
		18.9		21.8		66.2		85.2		84.0
Income from mining and processing	$	8.1	$	17.1	$	25.0	$	149.0	$	125.5
Operational Statistics
Mined (000's ore tons)		2,154		3,260		8,226		11,039		8,266
Milled (000's tons)		2,160		2,127		8,068		8,902		8,109
Grade (% molybdenum)		0.058		0.073		0.059		0.070		0.060
Recovery (%)		78.4		75.4		78.4		77.7		72.7
Molybdenum production (000's lb)(2)		1,968		2,949		7,447		9,280		7,097
Cash cost ($/lb produced)(3)	$	7.00	$	5.54	$	6.13	$	7.15	$	8.89
Molybdenum sold (000's lb)		2,174		2,709		8,023		8,625		7,413
Average realized price ($/lb)	$	12.46	$	14.36	$	11.37	$	27.15	$	28.26

(1)

Recast in US GAAP.

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(2)

Mined production pounds are molybdenum oxide.

(3)

The Endako Mine cash cost represents the mining, milling, roasting and packaging for molybdenum oxide produced in the period. Cash cost excludes: the effect of purchase price adjustments, effects of changes in inventory, stock-based compensation and depreciation, depletion, amortization and accretion. See "Non-GAAP Financial Measures" for additional information.

Molybdenum Production and Cash Costs

        The Corporation's 75% share of molybdenum production at the Endako Mine decreased in the fourth quarter of 2009 to 2.0 million pounds from 2.9 million pounds in the fourth quarter of 2008. This decrease is primarily due to a lower ore grade in the fourth quarter of 2009 compared to the same quarter in 2008.

        For 2009, the Corporation's 75% share of molybdenum production at the Endako Mine decreased to 7.4 million pounds compared to 9.3 million pounds for 2008. The production decrease was primarily the result of lower tons milled and a lower ore grade. For the first half of 2009, the mine and mill were operating at 80% of capacity as planned due to depressed economic conditions. Additionally, 2009 production was reduced due to a planned two week shutdown in July, 2009.

        The Corporation's 75% share of molybdenum production at the Endako Mine in 2008 increased to 9.3 million pounds compared to 7.1 million pounds for 2007. The 2008 increase compared to 2007 resulted from higher recoveries and a higher grade of ore mined from the Denak pit. The 2008 mill throughput increased from 2007, with the processing of ore that had higher grades and higher recoveries from ore mined in the Denak pit in 2008 compared to ore mined from the Endako pit in 2007.

        The non-GAAP financial measure of cash cost per pound produced increased to $7.00 per pound for the fourth quarter of 2009 from $5.54 per pound for the fourth quarter of 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. This increase was the result of a 33% lower level of production for the fourth quarter of 2009 compared to the fourth quarter of 2008. For 2009, the cash cost per pound produced decreased to $6.13 per pound compared to $7.15 per pound for 2008. The decrease in the cash cost per pound produced for 2009 was primarily the result of planned cost reduction measures, including the reduction of contract labor and reductions in workforce, lower milling costs (due primarily to lower consumable costs and lower repairs and maintenance costs) and lower mining costs (primarily due to decreased fuel and consumption costs). Additionally, the cash cost per pound produced for 2009 was further reduced as a result of favorable foreign exchange rates converting C$ costs to US$ costs. These 2009 cost declines were somewhat offset by increased costs related to the start-up of the in-pit crusher and conveyor system and a planned two week shutdown in July 2009, which reduced production and increased cash cost per pound produced in the third quarter of 2009.

        Cash cost per pound produced in 2008 was 20% lower than 2007 primarily due to a 31% higher production level, which was partially offset by higher labor costs, higher mining costs (primarily due to increased fuel and consumption costs) and higher milling costs (primarily due to higher grinding ball costs and freight costs). These increased costs were somewhat offset by favorable foreign exchange rates converting C$ costs to US$ costs.

Molybdenum sold

        The Corporation's share of molybdenum sold from the Endako Mine for the fourth quarter of 2009 was 2.2 million pounds at an average realized price of $12.46 per pound compared to 2.7 million pounds at an average realized price of $14.36 per pound in the same quarter of 2008. For 2009, the Corporation's share of molybdenum sold from the Endako Mine was 8.0 million pounds at an average realized price of $11.37 per pound compared to 8.6 million pounds at an average realized price of

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$27.15 per pound for 2008. The decline in the molybdenum pounds sold in the 2009 periods was primarily the result of reduced production. The decrease in the average realized price for the 2009 periods compared to the 2008 periods was the result of a decrease in the demand and sales price of molybdenum for most of 2009.

        For 2008, the Corporation's share of molybdenum sold from the Endako Mine was 8.6 million pounds at an average realized price of $27.15 per pound compared to 7.4 million pounds at an average realized price of $28.26 per pound in 2007. The increase in the molybdenum pounds sold in 2008 was primarily the result of higher production. The decline in the average realized price in 2008 was primarily the result of a decline in the market price for molybdenum, together with a relatively large volume of sales in the month of December 2008, where the price of molybdenum was at the lowest point for the year.

Cost of sales

        The Corporation's share of operating expenses for the fourth quarter of 2009 was $12.9 million compared to $16.3 million during the fourth quarter of 2008. For 2009, the Corporation's share of operating expenses was $47.3 million compared to $65.0 million for 2008. The decreases for the 2009 periods were primarily the result of planned cost reduction measures, which reduced mining and milling costs during the 2009 periods compared to the 2008 periods. Partly offsetting the lower operating expenses in the fourth quarter of 2009 were unfavorable foreign exchange rates converting C$ costs to US$ costs.

        The Corporation's share of operating expenses for 2008 were 4% higher than 2007. For 2008, fuel, consumables, labor and freight costs increased, which were somewhat offset by favorable foreign exchange rates converting C$ costs to US$ costs.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 and the year ended December 31, 2009 was $5.3 million and $16.7 million, compared to $4.7 million and $16.6 million for the same periods in 2008, respectively. For 2007, depreciation, depletion and amortization expense was $18.5 million. The variances for the 2009 periods as compared to the 2008 periods were primarily due to product inventory and foreign exchange movements. Product inventory costs include depreciation, depletion and amortization.

        Selling and marketing costs increase and decrease in relation to molybdenum sales revenue and pounds sold. As a result, selling and marketing costs were lower in the 2009 periods compared to the 2008 periods as a result of lower pounds of molybdenum sold and molybdenum sales revenue. The selling and marketing costs for 2008 were higher than 2007 due to increased molybdenum sales.

Mill expansion project

        As noted previously, in the third quarter of 2009, the Corporation's Board of Directors approved the resumption of the mill expansion project at the Endako Mine (subject to the joint venture partner approval), which was postponed in late 2008. The mill expansion project at the Endako Mine includes the construction of a new, modern Endako mill, which will replace the existing 45-year-old mill and raise ore-processing capacity from the existing 31,000 tons per day to 55,000 tons per day.

        The mill expansion project at the Endako Mine was originally announced in March 2008, after the completion of a feasibility study in December 2007, which estimated project capital expenditures of C$373.6 million (including a contingency of C$45 million), with Thompson Creek's 75% share of the total at C$280 million. The project was halted in December 2008 due to economic uncertainty, although the Corporation proceeded with the purchase and storage of long lead time processing equipment.

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        During the project postponement period, the project design was reassessed and a number of improvements were made, which the Corporation believes will ensure the efficiency and reliability of the milling process. As previously announced, the new design has increased the total capital cost of the Endako mill expansion project to C$498 million (including a contingency of C$60 million), with the Corporation's 75% share of the total at C$374 million. The new design includes an enhanced and more flexible pebble crusher circuit to ensure a finer grind and an enhanced automation system. In addition, all processing equipment except for the roaster will now be located in a larger new mill building. The original plan was to utilize the existing mill building and some existing equipment for the final stages of the flotation process in the production of molybdenum concentrate. The new mill building and equipment are expected to be more reliable and more efficient, with this new design facilitating the exclusive dedication of the existing mill building to producing concentrate without disruption until the new mill is operational. As a result, the Corporation's Board of Directors approved the revised capital cost estimate in the fourth quarter of 2009 and the Corporation is seeking the approval of the joint venture partner. The joint venture partner is currently reviewing all aspects of the new design and revised capital estimate, which is expected to conclude by the end of the first half of 2010. While the Corporation expects to receive the approval of the joint venture partner, there can be no assurance that such approval will be obtained, which may have a material adverse affect on the mill expansion project at the Endako Mine and the Corporation's financial condition.

        From inception of this project through December 31, 2009, the Corporation's 75% share of capital expenditures for the mill expansion project totalled approximately $64 million. Assuming an exchange rate of US$1 = C$1.05, approximately $279 million (of which $209 million is the Corporation's share) is expected to be spent in 2010 and the remaining $110 million (of which $82 million is the Corporation's share) is scheduled to be spent in 2011. Commercial production of molybdenum concentrate from the new mill is expected late in 2011.

        Operating permits required by the mill expansion are proceeding, including the development of a closure plan for expanded waste dumps and tailing facilities and minor amendments to the Mining Act permit. Consultations with First Nations (local Aboriginal peoples) by the Corporation and the government of British Columbia ("BC Government") pertaining to these permits are proceeding. If the Corporation and/or the BC Government are unable to successfully conclude consultations with First Nations, these permits and/or minor amendments to the Mining Act permit may be delayed, which may have a material adverse affect on the future operating plans for the Endako Mine once the mill expansion is completed. There can be no assurance that these First Nations consultations will be completed successfully.

Langeloth Facility

        The Corporation operates the Langeloth Facility located near Pittsburgh, Pennsylvania. Operations at the Langeloth Facility include roasting of molybdenum sulfide concentrate into molybdenum oxide, upgrading molybdenum oxide to pure sublimed oxide, oxide briquettes, ferromolybdenum, as well as the roasting of other metal products. Langeloth also processes molybdenum and certain other metals for third parties on a tolling, or cost-per-unit-processed basis.

        Concentrate produced by the Thompson Creek Mine provides a substantial portion of the feed source for the operations at the Langeloth Facility. From time to time, concentrate produced by the Endako Mine also provides a feed source for the operations at the Langeloth Facility. In addition, molybdenum product is also tolled for third parties or purchased from third parties for processing at the Langeloth Facility. The tolling and purchases are made to improve operating efficiency at the Langeloth Facility.

        Operating results for the Langeloth Facility represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product

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volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results.

        The following is a summary of the Langeloth Facility's operating results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

	Three months ended December 31,				Years ended December 31,
(Unaudited)	2009		2008		2009		2008		2007
Operational Statistics
Molybdenum sold from purchased product (000's lb)		1,464		1,565		4,683		10,681		11,492
Realized price on molybdenum sold from purchased product ($/lb)	$	12.59	$	26.03	$	11.40	$	32.21	$	30.25
Toll roasted and molybdenum processed (000's lb)		944		1,281		3,841		5,262		13,070
Roasted metal products processed (000's lb)		6,224		4,892		10,030		23,170		27,698

        In the fourth quarter of 2009, 1.5 million pounds of molybdenum processed from purchased concentrate were sold, down slightly from 1.6 million pounds sold in the same quarter in 2008. For 2009, 4.7 million pounds of molybdenum processed from purchased concentrate were sold, down 56% compared to 10.7 million pounds in 2008 and 11.5 million pounds in 2007. Third-party concentrate purchases and sales volumes declined in 2009 compared to prior year periods, primarily due to increased production at the Thompson Creek Mine and lower sales demand in 2009. Lower production at the Thompson Creek Mine during the fourth quarter of 2007 resulted in less product being available for sale during the first quarter of 2008. In order to meet 2008 sales demand, additional third-party concentrate purchases and sales were made in the first quarter of 2008. Realized sales prices averaged $12.59 per pound in the fourth quarter of 2009, declining $13.44 per pound from $26.03 per pound in the fourth quarter of 2008. For the year of 2009, the average realized sales price was $11.40 per pound which was down from $32.21 per pound in 2008 and $30.25 per pound in 2007.

        The volume of toll roasted and molybdenum processed for the fourth quarter of 2009 and the year ended December 31, 2009 was down 0.3 million pounds and 1.4 million pounds from the fourth quarter of 2008 and the year ended December 31, 2008, respectively. The volume of roasted metal products processed decreased significantly during 2009 compared to 2008 as a result of the economic downturn that started in the second half of 2008. The 2008 volume of toll roasted and molybdenum processed was down 7.8 million pounds compared to 2007 as a result of the economic downturn that started in the second half of 2008.

Mount Emmons and Davidson Projects

        During the fourth quarter of 2009 and the year ended December 31, 2009, the Corporation made $0.8 million and $4.7 million of expenditures, respectively, under an option agreement with U.S. Energy Corporation, which was entered into in August 2008. The Mount Emmons Project expenditures were primarily related to ongoing project maintenance and engineering evaluations.

        During the fourth quarter of 2009 and the year ended December 31, 2009, the Corporation made $0.6 million and $1.6 million of expenditures on the Davidson Project, respectively, compared to $2.5 million and $4.9 million for the fourth quarter of 2008 and the year ended December 31, 2008, respectively. During the 2009 periods, expenditures on the Davidson Project represented technical review work related to the environmental permitting process, which is not yet completed. Given the sudden downturn in the economy and sharp decline in molybdenum prices during the fourth quarter of 2008, management decided to postpone the development of the Davidson Project. During the 2008 periods, expenditures on the Davidson Project primarily represented a detailed feasibility study and

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property payments. During 2007, expenditures on the Davidson Project were $5.3 million. Currently, the Corporation is conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis. As a result, the Corporation expects to have minimal expenditures on the Davidson Project in 2010.

Liquidity and Capital Resources

        At December 31, 2009, the Corporation had cash, cash equivalents and short-term investments of $511.5 million compared to cash and cash equivalents of $258.0 million at December 31, 2008. The Corporation monitors its positions with, and the credit quality of, the financial institutions in which it invests its cash, cash equivalents and short-term investments. The Corporation's investment policy limits investments to government-backed financial instruments, other than balances maintained in various bank operating accounts. As of the date of this Annual Report on Form 10-K, approximately 85% of its cash, cash equivalents and short-term investments were invested in US and Canadian government-backed securities.

        The Corporation manages its credit risk from its accounts receivable through established credit monitoring activities. As of the date of this Annual Report on Form 10-K, the Corporation has not experienced any material delinquencies regarding the collection of its accounts receivable. However, this is an area the Corporation continues to monitor closely given the current economic environment.

        Cash generated by operating activities was $105.9 million for 2009. Cash used for investing activities was $412.6 million for 2009, which included short-term investments of $341.3 million made during 2009 (which consisted of US and Canadian government-backed securities with maturities of greater than 90 days but less than 180 days). Additionally, investing activities in 2009 included $66.1 million of payments made for capital expenditures and reclamation deposits of $2.6 million made with the State of Idaho for the Thompson Creek Mine.

        For 2009, capital expenditures incurred were $60.2 million, including $20.5 million for the Corporation's 75% share of the mill expansion project at the Endako Mine. The 2009 capital expenditures incurred of $60.2 million plus amounts paid that relate to amounts accrued at December 31, 2008 and excluding those amounts not paid at December 31, 2009 totalled $66.1 million, which is reflected in the consolidated statements of cash flows for the year ended December 31, 2009.

        During 2009, the Corporation completed an equity financing for net proceeds of $194.6 million on the issuance of 15.5 million common shares. Proceeds received from stock option exercises totalled $11.4 million during 2009. During 2008, the Corporation completed an equity financing for net proceeds of $218.1 million on the issuance of 10.9 million common shares, and $5.8 million of proceeds were received related to stock option exercises. During 2008, the Corporation made $262.1 million in principal payments on its long-term debt obligations, including $236.2 million to fully retire borrowings on the first lien facility, $22.5 million to retire amounts outstanding on its credit facility and $3.4 million in principal payments on equipment loans.

        The Corporation believes that it continues to be well positioned with December 31, 2009 working capital of $599.1 million, including $511.5 million of cash, cash equivalents and short-term investments, $42.7 million of receivables, and $12.9 million of debt related to equipment financings. As a result, effective February 2, 2010 the Corporation voluntarily terminated an existing $35 million revolving credit facility which was established when the Corporation was in a substantially different financial position and, as a result, was no longer meeting its business needs. The termination of the revolving credit facility will provide the Corporation with more financial flexibility by releasing the liens on the Corporation's assets securing this facility and terminating all restrictive covenants. In addition, the associated administrative and unused credit facility fees will be eliminated. As of the termination date, there were no outstanding borrowings under this facility and Thompson Creek was in compliance with

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all of the applicable covenants. The Corporation is currently assessing its long-term business requirements for other forms of credit.

        The revolving credit facility was originally negotiated as part of the 2006 financing for the acquisition of Thompson Creek USA, and then in August 2008, following the full repayment of the amounts outstanding under the original financing, was amended and increased from $22.5 million to $35 million. Since the facility was amended, there have not been any borrowings under the facility and it was scheduled to mature on October 26, 2011.

        Cash flows generated from the sale of planned production, together with existing cash reserves and equipment financings, are expected to meet the Corporation's cash requirements for its operations, capital spending programs and working capital requirements.

Contractual Obligations

        Below is a tabular disclosure of contractual obligations as of December 31, 2009.

	Payments Due by Period
(amounts in millions)	Total		Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years
Debt(1)	$	12.9	$	3.7	$	9.2	$	—	$	—
Operating leases		1.8		0.5		1.3		—		—
Asset retirement obligations(2)		52.3		0.3		1.3		0.6		50.1
Purchase obligations(3)		48.1		48.1		—		—		—
Other(4)		17.3		0.3		17.0		—		—
	$	132.4	$	52.9	$	28.8	$	0.6	$	50.1

(1)

Amounts represent principal payments on fixed and variable rate equipment loans. Interest expense has not been included. See Note 9 to the Consolidated Financial Statements for more information.

(2)

Mining operations are subject to extensive environmental regulations in the jurisdictions in which they operate. Pursuant to environmental regulations, we are required to close our operations and reclaim and remediate the lands that operations have disturbed. The estimated undiscounted cash outflows of these remediation and reclamation obligations are reflected here. For more information regarding asset retirement obligations, see Note 10 to the Consolidated Financial Statements.

(3)

Purchase obligations are not recorded in the Consolidated Financial Statements. Purchase obligations represent purchase commitments for the mill expansion project at the Endako Mine. See Note 14 to the Consolidated Financial Statements for more information.

(4)

Other contractual obligations include labor and service contracts. See Note 11 to the Consolidated Financial Statements for more information. Payments related to derivative contracts cannot be reasonably estimated given variable market conditions. See Note 7 to the Consolidated Financial Statements for more information.

Off-Balance Sheet Arrangements

        The Corporation has the following off-balance sheet arrangements: operating leases and purchase obligations (as disclosed in the above table).

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        As of the date of this Annual Report on Form 10-K, the Corporation has committed to purchase approximately 8.1 million pounds of molybdenum sulfide concentrate in 2010 to be priced at a discount to the market price of molybdenum oxide at the time of purchase, and the Corporation has committed to sell approximately 1.9 million pounds at an average market price of $15.94 per pound.

Related Party Transactions

        Consolidated sales to members of a group of companies affiliated with the other participant in the Endako Mine joint venture were $83.7 million, $235.7 million and $176.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. This represented approximately 23%, 23%, and 19% of the Corporation's total revenues for the years ended December 31, 2009, 2008 and 2007. For the years ended December 31, 2009, 2008 and 2007, the Corporation recorded management fee income of $0.3 million, $0.8 million and $0.7 million, and selling and marketing costs of $0.6 million, $1.6 million and $1.4 million from this group of companies, respectively.

        As of December 31, 2009 and 2008, the Corporation's accounts receivable included $10.3 million and $8.9 million, respectively, owing from this group of companies.

Non-GAAP Financial Measures

        In addition to the audited consolidated financial statements presented in accordance with US GAAP, the Corporation uses certain non-GAAP financial measures of our financial performance for the reasons described further below. The presentation of these measures is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with US GAAP, and the presentation of these measures may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the results of operations as determined in accordance with US GAAP.

Adjusted Net Income (Loss), Adjusted Net Income (Loss) Per Share—Basic and Diluted

        Adjusted net income (loss), and adjusted net income (loss) per share—basic and diluted, are referred to in Item 6 of this annual report as well as in this MD&A. These are considered key measures by management in evaluating the Corporation's performance. These measures do not have standard meanings prescribed by US GAAP, and may not be comparable to similar measures presented by other companies. Management believes these measures provide useful supplemental information to investors in order that they may evaluate the Corporation's financial performance using the same measures as management.

        Adjusted net income (loss) represents the net income (loss) prepared in accordance with US GAAP, adjusted for significant non-cash items. For 2009, the significant non-cash items were the non-cash gains (losses) on the fair value adjustment related to the Corporation's outstanding common stock purchase warrants. For 2008, the significant non-cash item was the non-cash goodwill impairment.

        On January 1, 2009, the Corporation was required to adopt the guidance issued by the Emerging Issues Task Force ("EITF") that common stock purchase warrants with a strike price denominated in a currency other than the entity's reporting currency are not considered linked to equity and therefore are to be accounted for as derivatives. As a result of adopting this guidance, the Corporation's outstanding common stock purchase warrants ("Warrants") are accounted for as derivatives beginning January 1, 2009. The Corporation recorded a cumulative adjustment to retained earnings upon adoption and subsequent changes to the fair value of the outstanding Warrants were recorded to the statements of operations at each quarter end. The warrant holders' right to exercise these Warrants expires in October 2011. The Corporation notes that up until the expiration date of these Warrants in October 2011, only one of two scenarios will occur. One is that the Warrants are exercised and the

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Corporation receives cash (in C$). The second is that the Warrants expire unexercised and no cash proceeds are received. The Corporation does not have an obligation related to the recorded fair value that would require a cash payment, other than minor administrative expenses related to the exercise of Warrants.

        Since a cash payment will never be required by the Corporation at the settlement of the Warrants, management does not consider gains or losses on the Warrants in its evaluation of the Corporation's financial performance.

        In the fourth quarter of 2008, the annual impairment test of goodwill resulted in a non-cash goodwill impairment charge of $68.2 million given the sharp decline in molybdenum prices at the end of 2008. Since the 2008 goodwill impairment charge did not have any impact on the Corporation's operating cash flows for the fourth quarter of 2008 or the year ended December 31, 2008, management does not consider the non-cash goodwill write-down in its evaluation of the Corporation's financial performance. In addition, management believes the presentation of this non-GAAP financial measure is useful for period-to-period comparisons since (1) the goodwill impairment is not reflective of historical or future operating performance, and (2) the prior period and future period statements of operations do not reflect any goodwill impairments.

        Adjusted net income (loss) per share (basic and diluted) is calculated using adjusted earnings as defined above divided by the weighted average basic and weighted average diluted shares outstanding during the period as determined in accordance with US GAAP.

        The following tables are a reconciliation of the net income (loss) presented in accordance with US GAAP to the non-GAAP financial measures of adjusted net income (loss), and adjusted net income (loss) per share—basic and diluted for the year ended December 31, 2009 and 2008 and for all of the four quarters in 2009 and the fourth quarter of 2008. The first three quarters of 2008 and all of the 2007 periods did not have any significant non-cash items and are not included in this reconciliation.

For the year ended December 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

					Weighted Average Basic Shares					Weighted Average Diluted Shares
		Net Income (Loss)			Shares (000's)		$/share			Shares (000's)		$/share
US GAAP measures		$	(56.0	)		127,521	$	(0.44	)		127,521	$	(0.44	)
Add (Deduct):
	Unrealized (gain) loss on common stock warrants		93.4			127,521		0.73			130,702		0.72
Non-GAAP measures		$	37.4			127,521	$	0.29			130,702	$	0.29

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For the three months ended December 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

					Weighted Average Basic Shares					Weighted Average Diluted Shares
		Net Income (Loss)			Shares (000's)		$/share			Shares (000's)		$/share
US GAAP measures		$	26.0			139,359	$	0.19			146,916	$	0.18
Add (Deduct):
	Unrealized (gain) loss on common stock warrants		(5.6	)		139,359		(0.04	)		146,916		(0.04	)
Non-GAAP measures		$	20.4			139,359	$	0.15			146,916	$	0.14

For the three months ended September 30, 2009 (unaudited—US$ in millions except shares and per share amounts)

					Weighted Average Basic Shares					Weighted Average Diluted Shares
		Net Income (Loss)			Shares (000's)		$/share			Shares (000's)		$/share
US GAAP measures		$	(1.4	)		125,850	$	(0.01	)		125,850	$	(0.01	)
Add (Deduct):
	Unrealized (gain) loss on common stock warrants		15.7			125,850		0.12			136,159		0.12
Non-GAAP measures		$	14.3			125,850	$	0.11			136,159	$	0.11

For the three months ended June 30, 2009 (unaudited—US$ in millions except shares and per share amounts)

					Weighted Average Basic Shares					Weighted Average Diluted Shares
		Net Income (Loss)			Shares (000's)		$/share			Shares (000's)		$/share
US GAAP measures		$	(89.3	)		122,451	$	(0.73	)		122,451	$	(0.73	)
Add (Deduct):
	Unrealized (gain) loss on common stock warrants		83.0			122,451		0.68			122,451		0.68
Non-GAAP measures		$	(6.3	)		122,451	$	(0.05	)		122,451	$	(0.05	)

For the three months ended March 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

				Weighted Average Basic Shares				Weighted Average Diluted Shares
		Net Income (Loss)		Shares (000's)		$/share		Shares (000's)		$/share
US GAAP measures		$	8.7		122,253	$	0.07		122,330	$	0.07
Add (Deduct):
	Unrealized (gain) loss on common stock warrants		0.3		122,253		—		122,330		—
Non-GAAP measures		$	9.0		122,253	$	0.07		122,330	$	0.07

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For the year ended December 31, 2008 (unaudited—US$ in millions except shares and per share amounts)

				Weighted Average Basic Shares				Weighted Average Diluted Shares
		Net Income (Loss)		Shares (000's)		$/share		Shares (000's)		$/share
US GAAP measures		$	173.1		119,524	$	1.45		131,754	$	1.31
Add :
	Non-cash goodwill impairment		68.2		119,524		0.57		131,754		0.52
Non-GAAP measures		$	241.3		119,524	$	2.02		131,754	$	1.83

For the three months ended December 31, 2008 (unaudited—US$ in millions except shares and per share amounts)

					Weighted Average Basic Shares					Weighted Average Diluted Shares
		Net Income (Loss)			Shares (000's)		$/share			Shares (000's)		$/share
US GAAP measures		$	(23.8	)		122,596	$	(0.19	)		122,596	$	(0.19	)
Add (Deduct):
	Non-cash goodwill impairment		68.2			122,596		0.55			122,679		0.55
Non-GAAP measures		$	44.4			122,596	$	0.36			122,679	$	0.36

Cash Cost per Pound Produced and Average Realized Price per Pound Sold

        Throughout this MD&A, reference is made to cash cost per pound produced. While this is a measure that has been used internally, the Corporation clarified the internal definition of cash cost per pound produced in its MD&A for the year ended December 31, 2008. All other measures previously disclosed in the Corporation's external reports have been discontinued, including direct production costs per pound produced and cash operating expenses per pound sold.

        Cash cost per pound produced, weighted average cash cost per pound produced and average realized price per pound sold are considered key measures in evaluating the Corporation's operating performance. Cash cost per pound produced, weighted average cash cost per pound produced and average realized price per pound sold are not measures of financial performance, nor do they have a standardized meaning prescribed by US GAAP, and may not be comparable to similar measures presented by other companies. The Corporation's management believes these non-GAAP measures provide useful supplemental information to investors in order that they may evaluate the Corporation's performance using the same measures as management and, as a result, the investor is afforded greater transparency in assessing the financial performance of the Corporation. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with US GAAP.

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        Cash cost per pound produced represents the mining, milling, roasting and packaging costs for molybdenum oxide and HPM produced at each mine in the period. Such costs include stripping costs. Stripping costs represent the costs associated with the activity of removing overburden and other mine waste materials in the production phase of a mining operation. Stripping costs that provide access to mineral reserves that will be produced in future periods are expensed under US GAAP as incurred. Cash cost per pound produced excludes the effects of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. Cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide) and an allocation of roasting and packaging costs from the Langeloth Facility. The weighted average cash cost per pound produced represents the cumulative total of the cash costs for the Thompson Creek Mine and the Endako Mine divided by the cumulative total production from the Thompson Creek Mine and the Endako Mine.

        The average realized price per pound sold represents molybdenum sales revenue divided by the pounds sold.

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        The following tables provide a reconciliation of cash costs and cash cost per pound produced, by mine, and operating expenses included in the Corporation's consolidated statements of operations in the determination of net income (loss):

Three Month Period ended December 31 (US$ in millions except per pound amounts—Unaudited)

		Three months ended December 31, 2009							Three months ended December 31, 2008
		Operating Expenses (in millions)			Pounds Produced(1) (000's lbs)		$/lb		Operating Expenses (in millions)		Pounds Produced(1) (000's lbs)		$/lb
Thompson Creek Mine
Cash costs—Non-GAAP(2)		$	27.6			4,300	$	6.43	$	30.4		4,824	$	6.30
Add/(Deduct):
	Stock-based compensation		1.1							0.1
	Inventory and other adjustments		0.6							3.3
GAAP operating expenses		$	29.3						$	33.8
Endako Mine
Cash costs—Non-GAAP(2)		$	13.8			1,968	$	7.00	$	16.3		2,949	$	5.54
Add/(Deduct):
	Stock-based compensation		0.4							—
	Inventory and other adjustments		(1.3	)						—
GAAP operating expenses		$	12.9						$	16.3
Other operations GAAP operating expenses(3)		$	25.9						$	36.7
GAAP consolidated operating expenses		$	68.1						$	86.8
Weighted-average cash cost—Non-GAAP		$	41.4			6,268	$	6.61	$	46.7		7,773	$	6.01

(1)

Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)

Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)

Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

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Year ended December 31, 2009 (US$ in millions except per pound amounts—Unaudited)

		Operating Expenses (in millions)		Pounds Produced(1) (000's lbs)		$/lb
Thompson Creek Mine
Cash costs—Non-GAAP(2)		$	101.9		17,813	$	5.72
Add/(Deduct):
	Stock-based compensation		1.2
	Inventory and other adjustments		15.2
GAAP operating expenses		$	118.3
Endako Mine
Cash costs—Non-GAAP(2)		$	45.7		7,447	$	6.13
Add/(Deduct):
	Stock-based compensation		0.4
	Inventory and other adjustments		1.2
GAAP operating expenses		$	47.3
Other operations GAAP operating expenses(3)		$	75.7
GAAP consolidated operating expenses		$	241.3
Weighted-average cash cost—Non-GAAP		$	147.6		25,260	$	5.84

(1)

Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)

Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)

Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

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Year ended December 31, 2008 (US$ in millions except per pound amounts—Unaudited)

		Operating Expenses (in millions)			Pounds Produced(1) (000's lbs)		$/lb
Thompson Creek Mine
Cash costs—Non-GAAP(2)		$	129.9			16,765	$	7.75
Add/(Deduct):
	Stock-based compensation		1.8
	Inventory and other adjustments		3.9
GAAP operating expenses		$	135.6
Endako Mine
Cash costs—Non-GAAP(2)		$	66.3			9,280	$	7.15
Add/(Deduct):
	Stock-based compensation		0.2
	Inventory and other adjustments		(1.5	)
GAAP operating expenses		$	65.0
Other operations GAAP operating expenses(3)		$	356.8
GAAP consolidated operating expenses		$	557.4
Weighted-average cash cost—Non-GAAP		$	196.2			26,045	$	7.54

(1)

Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)

Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)

Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

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Year ended December 31, 2007 (US$ in millions except per pound amounts—Unaudited)

		Operating Expenses (in millions)			Pounds Produced(1) (000's lbs)		$/lb
Thompson Creek Mine
Cash costs—Non-GAAP(2)		$	101.1			9,269	$	10.91
Add/(Deduct):
	Stock-based compensation		5.4
	Inventory and other adjustments		21.0
GAAP operating expenses		$	127.5
Endako Mine
Cash costs—Non-GAAP(2)		$	63.1			7,097	$	8.89
Add/(Deduct):
	Stock-based compensation		1.6
	Inventory and other adjustments		(2.1	)
GAAP operating expenses		$	62.6
Other operations GAAP operating expenses(3)		$	398.7
GAAP consolidated operating expenses		$	588.8
Weighted-average cash cost—Non-GAAP		$	164.2			16,366	$	10.03

(1)

Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)

Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)

Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

Critical Accounting Estimates

        In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting assumptions affect the consolidated financial statements materially and require a significant level of judgment by management. There is a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates.

76

Asset Impairments

        The Corporation performs an impairment analysis on an annual basis or more often when events or changes in circumstances indicate that the related carrying amount of such assets may not be recoverable. In 2009, the Corporation changed its impairment testing measurement date from December 31 to October 1 to more closely align the impairment testing date with the Corporation's long-range planning and forecasting process. The Corporation believes this accounting change is preferable as this date provides additional time prior to year end to complete the impairment testing and report the results of those tests as part of the annual financial reporting to shareholders and other investors.

        As of October 1, 2009 and December 31, 2008, the Corporation evaluated its long-lived assets and goodwill for impairment using a net recoverable amount (undiscounted net cash flow) approach and a fair-value based approach, respectively. At each of these dates, the economic environment, molybdenum prices and the Corporation's stock price were considered as impairment indicators for the purposes of these impairment assessments.

        Goodwill was assessed for impairment using a two-step approach. The first step compared the fair value of the reporting unit to its carrying value. The Corporation performed this test as of October 1, 2009, and determined that the fair value of both reporting units were more than their respective carrying values (including the goodwill), which did not require the Corporation to perform the second step test. As of December 31, 2008, the Corporation performed this test and determined that the fair value of both reporting units were less than their respective carrying values (including the goodwill), which required the Corporation to perform the second step test. This step compared the fair value of each reporting unit's goodwill to its carrying amount. For the fourth quarter of 2008, the Corporation determined that the fair value of goodwill of both of its reporting units was less than the respective carrying amount, which required the Corporation to recognize an impairment of goodwill for both US operations ($33.0 million) and Canadian operations ($35.2 million), or a $68.2 million total impairment charge for the fourth quarter of 2008. The goodwill impairment charge did not have an impact on the Corporation's 2008 operating cash flows. The Corporation's impairment evaluation of long-lived assets at both October 1, 2009 and December 31, 2008, other than goodwill, did not result in the identification of an impairment of the long-lived assets.

        However, there may be future impairment charges if there are further declines in the market price of the Corporation's common shares, molybdenum prices, the future value of proven and probable mineral reserves, and significant changes in operating costs, level of capital expenditures, currency exchange, discount and interest rates. Such future impairment charges could have a material impact on the Corporation's financial statements.

Mineral Reserves and Depreciation, Depletion and Amortization

        Property, plant and equipment are recorded at cost. Expenditures for property, plant and equipment relating to new assets or improvements are capitalized if they extend useful lives or extend functionality. Fixed plant and machinery are amortized using the units-of-production method over the estimated life of the ore body based on recoverable pounds to be produced from estimated proven and probable mineral reserves. Facilities, mobile and other equipment are depreciated on either a declining-balance basis or a straight-line basis over the shorter of their estimated useful life or the life of the mine. Repairs and maintenance costs are charged to expense as incurred, except when these repairs extend the life or functionality of the asset. In these instances, that portion of the expenditure is capitalized and amortized over the period benefited.

77

        The estimate that most significantly affects the unit-of-production rate is the quantity of proven and probable molybdenum mineral reserves. The estimation of the extent of mineral reserves is a complex task in which a number of estimates and assumptions are made. These involve the use of geological modeling and sampling as well as estimates of long term molybdenum prices and future mining costs. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. Significant judgment is involved in the reserve estimates and actual results may differ significantly from current assumptions.

Asset Retirement Obligations

        Accounting for reclamation and remediation obligations requires management to make estimates of the future costs the Corporation will incur to complete the work required to comply with existing laws and regulations at each mining operation. Actual costs may differ from the amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required.

Income and Mining Taxes

        In preparing the consolidated financial statements, the Corporation estimates the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates and laws is recognized in income (loss) in the period in which such changes are enacted.

        A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, the Corporation considers estimated future taxable income, carrybacks, as well as feasible tax planning strategies in each jurisdiction. If the Corporation determines that all or a portion of the deferred tax assets will not be realized, a valuation allowance will be increased with a charge to income tax expense. Conversely, if the Corporation makes a determination that it ultimately will be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense.

        At December 31, 2009, tax valuation allowances totalled approximately $92.3 million and covered the Corporation's US, foreign and alternative minimum tax credit carry forwards and some of the Canadian capital and non-capital tax loss carry forwards.

        The determination of the Corporation's tax expense for the year and its future tax assets and liabilities involves significant management estimation and judgment involving a number of assumptions. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of future tax assets and liabilities. Management also makes estimates of future earnings which affect cross-border tax rate assumptions, tax planning strategies and the extent to which potential future tax benefits may be used. The Corporation is subject to assessments by various taxation authorities which may interpret tax legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Corporation provides for such differences where known based on management's best estimate of the probable outcome of these matters.

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Recently Issued Accounting Pronouncements

Common Stock Purchase Warrants

        In June 2008, the Emerging Issues Task Force ("EITF") reached a conclusion that an equity-linked financial instrument would not be considered indexed to the Corporation's own stock if the strike price is denominated in a currency other than the issuer's functional currency, beginning for fiscal years beginning on or after December 15, 2008. Given that the functional currency of Thompson Creek is the US$ and the Warrants are denominated in C$, the Warrants are no longer deemed to be indexed to the Corporation's own stock and are required to be treated as a derivative liability with changes in fair value recorded to net income (loss). This guidance was adopted by the Corporation on January 1, 2009. See Note 7 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further discussion.

Derivatives

        In March 2008, the Financial Accounting Standards Board ("FASB") issued new accounting standards related to enhanced disclosure about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. The new accounting standards were adopted effective January 1, 2009 and were effective for the Corporation's fiscal year, beginning January 1, 2009. See Note 7 to the Consolidated Financial Statement in Item 8 of this Annual Report on Form 10-K for the Corporation's required disclosure.

Subsequent Events

        In May 2009, the FASB issued new accounting standards that established accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new standard sets forth (i) a period after the balance sheet date during which a reporting entity's management should evaluate events or transactions for possible recognition or disclosure in financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosure that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Corporation adopted the provisions of the new accounting standards for the interim period ended June 30, 2009. The adoption had no impact on the Corporation's consolidated financial position, results of operations or cash flows.

The Accounting Standards Codification

        In June 2009, the FASB issued new accounting standards related to its accounting standards codification of the hierarchy of generally accepted accounting principles (the "Codification"). The new standard is the source of authoritative US GAAP to be applied by non-governmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The Codification superseded non-SEC accounting and reporting standards. All accounting literature that is not in the Codification, not issued by the SEC and not otherwise grandfathered is non-authoritative. The new standard is effective for the Corporation's interim quarterly period beginning July 1, 2009. The adoption had no impact on the Corporation's consolidated financial position, results of operations or cash flows.

79

Quantitative and Qualitative Disclosure About Market Risks

Commodity Price Risk

        The Corporation's consolidated molybdenum sales represent the sale of molybdenum in various forms from the Corporation's mines and from third party material that is purchased, processed and sold. Molybdenum sales for 2009 were $361.9 million, with cash generated from operations of $105.9 million. For each $1 per pound change in molybdenum prices (using the molybdenum pounds sold in 2009), the impact on the Corporation's annual cash flow would approximate $28 million. The Corporation recognizes revenue from molybdenum sales when persuasive evidence of an arrangement exists, the price is determinable, the product has been delivered, title transfers, no obligation remains and collection is reasonably assured. The Corporation's sale contracts specify the point in the delivery process at which title transfers to the customer (shipping point or destination).

        From time to time the Corporation enters into provisionally-priced sales contracts, whereby the contracts settle at prices to be determined at a future date based upon provisional assays and quoted prices. The future pricing mechanism of these agreements constitutes an embedded derivative which is bifurcated and separately marked to estimated fair value at the end of each period. Changes to the fair value of embedded derivatives related to molybdenum sales agreements are included in molybdenum sales revenue in the determination of net income. To the extent final prices are higher or lower than what was recorded on a provisional basis, an increase or decrease to molybdenum sales is recorded each reporting period until the date of final pricing. Accordingly, in times of rising molybdenum prices, molybdenum sales benefit from higher prices received for contracts priced at current market rates and also from an increase related to the final pricing of provisionally priced sales pursuant to contracts entered into in prior years; in times of falling molybdenum prices, the opposite occurs.

        The following table sets forth the Corporation's outstanding provisionally-priced sales contracts as of December 31, 2009, which all mature in 2010:

	Pounds Sold/Purchased (000's lb)
Provisionally priced sales		72
Provisionally priced purchases		489

        The Corporation also enters into certain molybdenum sales contracts where it sells future molybdenum production at fixed prices. These fixed prices may be different than the quoted market price at the date of sale. Forward sales contracts in place at December 31, 2009 cover the period 2010 to 2011. As of December 31, 2009, the Corporation had committed to sell approximately 1.9 million pounds at an average market price of approximately $15.94 per pound.

        Historically, these contracts were recorded as derivatives with changes in the fair value recorded to net income (loss). Beginning October 1, 2009, the Corporation elected to treat these contracts as normal purchase and normal sales contracts. As such, these contracts will no longer be recorded at market value (mark-to-market) at each reporting period. The mark-to-market asset of $3.5 million as of September 30, 2009 will be realized in molybdenum sales as the Corporation makes the physical deliveries related to those contracts. For the fourth quarter of 2009, a $1.6 million loss was realized in molybdenum sales related to the September 30, 2009 value. For the year ended December 31, 2009, the Corporation recorded an unrealized loss of $2.6 million in its consolidated statement of operations. In 2008 and 2007, a gain of $11.5 million and a loss of $7.0 million were included in molybdenum sales in its consolidated statements of operations, respectively.

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        The following table sets forth the Corporation's outstanding fixed price molybdenum sales contracts as of December 31, 2009:

	2010		2011
Molybdenum committed (000's lb)		1,509		417
Average price ($/lb)	$	14.54	$	21.00

        In the normal course of operations, the Corporation enters into agreements for the purchase of molybdenum. As of December 31, 2009, the Corporation had commitments to purchase approximately 8.1 million pounds of molybdenum sulfide concentrates in 2010 to be priced at a discount to the market price for molybdenum oxide at the time of purchase.

        On acquisition of Thompson Creek USA, the Corporation acquired an unfavorable contractual agreement to sell 10% of certain production at the Thompson Creek Mine at an amount that was less than the then prevailing market price. Deliveries under this contract commenced in 2007 and continue through 2011. As of December 31, 2009 and 2008, the Corporation has a liability of $4.5 million and $7.3 million related to future deliveries under this agreement, respectively. As this contractual agreement is satisfied by delivery of product, the liability is being drawn down with an offsetting adjustment to molybdenum sales in the determination of net income (loss). For the years ended December 31, 2009, 2008 and 2007, the Corporation recorded $2.8 million, $2.4 million, and $0.3 million related to this obligation, respectively, which has been realized and included in molybdenum sales.

Foreign Currency Exchange Risk

        The US$ is the functional currency of the majority of the Corporation's activities. However, the C$ is the functional currency of the Endako Mine operations. The Corporation has potential currency exposures related to items denominated in currencies other than the operations' functional currency. The Corporation's foreign exchange exposures include:

•

Transactional exposure related to the Endako Mine operations as molybdenum sales are denominated in US$ and a portion of capital expenditures are in US$;

•

Transactional exposure related to the Endako Mine operations; whereby, those operations hold financial instruments (which includes cash and cash equivalents, short-term investments, and accounts receivable) in US$; and

•

Transactional exposure to C$ transactions and balances in US$ functional currency operations.

        Generally, the Corporation's results are positively affected when the US$ strengthens in relation to the C$ and adversely affected when the US$ weakens in relation to the C$. For the Endako Mine, a $0.01 change in the Canadian foreign exchange rate results in a $0.10 change in cash cost per pound produced. See "Non-GAAP Financial Measures" above for additional information.

        Given the Corporation's current offsetting US$ denominated cash positions in entities with a C$ functional currency, and C$ denominated cash positions in entities with a US$ functional currency, with other variables unchanged, each $0.10 strengthening (weakening) of the US$ against the C$ results in an insignificant impact to net income (loss).

        From time to time, the Corporation uses foreign currency forward contracts to fix the rate of exchange of US$ for C$ at future dates in order to ensure sufficient C$ funds are available to meet the Corporation's foreseeable C$ needs (including the mill expansion project at the Endako Mine where most of the capital costs are expected to be in C$) and to reduce the Corporation's exposure to foreign currency fluctuations on cash flows related to its share of the Endako Mine's operations. The terms of these contracts are less than one year. At December 31, 2009, the Corporation had no open forward

81

currency contracts. The Corporation does not consider these contracts to be hedges for accounting purposes and has determined these contracts to be derivative instruments. For the year ended December 31, 2009, a gain of $1.9 million has been included in loss (gain) on foreign exchange related to these contracts. For the years ended December 31, 2008 and 2007, a loss of $2.7 million and a gain of $2.3 million, respectively, has been included in loss (gain) on foreign exchange related to these contracts.

Outstanding Share Data

        Common shares and convertible securities outstanding as of February 25, 2010 are as follows:

Security	Expiry Dates	Exercise Price (C$)	Common Shares on Exercise (000's)
Common shares				139,566
Warrants	October 23, 2011	$9.00		24,504
Share options	August 11, 2010 to November 6, 2013	$2.94 to $23.93		6,234
				170,304

Forward-looking Statements

        The foregoing MD&A, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21^E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created thereby. See the discussion of "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Thompson Creek Metals Company Inc.:

        We have audited the accompanying consolidated balance sheet of Thompson Creek Metals Company Inc. and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Thompson Creek Metals Company Inc. and subsidiaries as of December 31, 2009, and the results of their operations and their cash flows for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

        Generally accepted accounting principles in the United States vary in certain significant respects from Canadian generally accepted accounting principles. Information relating to the nature and effect of such differences in presented in Note 22 to the consolidated financial statements.

        As discussed in Note 2 to the consolidated financial statements, the Company has changed its goodwill impairment testing measurement date in 2009.

        As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for common stock warrants in 2009.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Thompson Creek Metals Company Inc.'s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2010 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

Denver, Colorado
February 25, 2010

83

Independent Auditors' Report

To the Shareholders of Thompson Creek Metals Company Inc.

        We have audited the accompanying consolidated balance sheet of Thompson Creek Metals Company Inc. as at December 31, 2008, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the two year period ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits of the Company's financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2008, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2008 in accordance with United States generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Vancouver, British Columbia
March 19, 2009

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THOMPSON CREEK METALS COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(US dollars in millions)

		December 31,
		2009		2008
				(recast US GAAP)
ASSETS
Current assets
	Cash and cash equivalents	$	158.5	$	258.0
	Short-term investments		353.0		—
	Accounts receivable—trade		32.4		46.1
	Accounts receivable—related parties		10.3		8.9
	Product inventory		43.5		59.9
	Material and supplies inventory		34.5		36.2
	Prepaid expense and other current assets		6.0		6.3
	Income tax receivable		4.8		1.4
			643.0		416.8
Property, plant and equipment, net			605.7		538.5
Restricted cash			16.8		14.2
Reclamation deposits			30.3		26.9
Goodwill			47.0		47.0
Other assets			1.8		3.0
		$	1,344.6	$	1,046.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities	$	29.9	$	36.5
	Income and mining taxes payable		3.6		7.5
	Current portion of long-term debt		3.7		5.6
	Deferred income tax liabilities		6.7		8.1
			43.9		57.7
Long-term debt			9.2		11.7
Other liabilities			24.6		21.8
Asset retirement obligations			24.8		23.3
Common stock warrant derivatives (Note 7d)			115.4		—
Deferred income tax liabilities			141.3		141.3
			359.2		255.8
Commitments and contingencies (Note 14)
Shareholders' equity
	Common stock, no-par, 139,511,257 and 122,253,257 shares issued and outstanding, as of December 31, 2009 and 2008, respectively		697.1		485.7
	Common stock warrants (Note 3)		—		35.0
	Additional paid-in-capital		45.7		40.4
	Retained earnings (Note 3)		232.8		275.8
	Accumulated other comprehensive income (loss)		9.8		(46.3	)
			985.4		790.6
		$	1,344.6	$	1,046.4

See accompanying notes to consolidated financial statements.

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THOMPSON CREEK METALS COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(US dollars in millions, except per share amounts)

		Years Ended December 31,
		2009			2008			2007
					(Recast US GAAP)
REVENUES
	Molybdenum sales	$	361.9		$	992.2		$	891.1
	Tolling, calcining and other		11.5			19.2			23.3
			373.4			1,011.4			914.4
COST OF SALES
	Operating expenses		241.3			557.4			588.8
	Selling and marketing		6.2			10.1			9.0
	Depreciation, depletion and amortization		43.4			40.0			48.2
	Accretion expense		1.4			1.7			1.7
			292.3			609.2			647.7
OTHER (INCOME) EXPENSES
	Goodwill impairment		—			68.2			—
	General and administrative		25.1			37.9			25.1
	Exploration		6.3			8.0			4.6
	Loss (gain) on foreign exchange		10.9			(21.5	)		2.1
	Interest and finance fees		1.2			15.1			42.1
	Interest income		(1.5	)		(2.4	)		(7.8	)
	Change in fair value of common stock warrants (Note 7d)		93.4			—			—
	Other		(0.3	)		(0.5	)		(0.7	)
			135.1			104.8			65.4
Income (loss) before income and mining taxes			(54.0	)		297.4			201.3
Income and mining taxes (benefit)
	Current		17.2			112.7			103.1
	Deferred		(15.2	)		11.6			(41.4	)
			2.0			124.3			61.7
NET INCOME (LOSS)		$	(56.0	)	$	173.1		$	139.6
NET INCOME (LOSS) PER SHARE
	Basic	$	(0.44	)	$	1.45		$	1.27
	Diluted	$	(0.44	)	$	1.31		$	1.10
Weighted average number of common shares
	Basic		127.5			119.5			110.2
	Diluted		127.5			131.7			126.6

See accompanying notes to consolidated financial statements.

86

THOMPSON CREEK METALS COMPANY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(US dollars in millions)

			Year Ended December 31,
			2009			2008			2007
						(Recast US GAAP)
OPERATING ACTIVITIES
Net income (loss)			$	(56.0	)	$	173.1		$	139.6
Items not affecting cash:
	Goodwill impairment			—			68.2			—
	Change in fair value of warrants			93.4			—			—
	Depreciation, depletion and amortization			43.4			40.0			48.2
	Accretion expense			1.4			1.7			1.7
	Amortization of finance fees			—			5.4			7.5
	Stock-based compensation			9.2			15.6			16.3
	Deferred income taxes (benefit)			(15.2	)		11.6			(41.3	)
	Unrealized loss (gain) on derivative instruments			3.5			(15.4	)		4.8
Change in working capital accounts (Note 19)				26.2			88.8			(28.4	)
		Cash generated by operating activities		105.9			389.0			148.4
INVESTING ACTIVITIES
Short-term investments				(341.3	)		—			—
Capital expenditures				(66.1	)		(101.3	)		(14.7	)
Restricted cash				(2.6	)		(4.2	)		(1.6	)
Reclamation deposit				(2.6	)		(1.0	)		(2.8	)
Acquisition cost (Note 6)				—			(100.0	)		—
		Cash used in investing activities		(412.6	)		(206.5	)		(19.1	)
FINANCING ACTIVITIES
Proceeds from issuance of common shares, net				206.0			223.9			50.8
Repurchase of common shares				—			(19.2	)		—
Repayment of long-term debt				(5.3	)		(262.1	)		(168.2	)
Proceeds from issuance of long-term debt				—			36.5			—
		Cash generated (used) by financing activities		200.7			(20.9	)		(117.4	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH				6.5			(17.3	)		3.7
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(99.5	)		144.3			15.6
Cash and cash equivalents, beginning of period				258.0			113.7			98.1
Cash and cash equivalents, end of period			$	158.5		$	258.0		$	113.7
Supplementary cash flow information (Note 19)

See accompanying notes to consolidated financial statements.

87

THOMPSON CREEK METALS COMPANY INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY and COMPREHENSIVE INCOME

Years Ended December 31, 2009, 2008, and 2007

(US dollars in millions, except share data in thousands)

		Common Stock												Common Stock Purchase Warrants			Accumulated Other Comprehensive Income (Loss)
								Paid-in Capital			Retained Earnings (Deficit)
		Shares			Amount															Total
Balances at January 1, 2007			100,528		$	211.5		$	15.0		$	(28.0	)	$	35.5		$	(9.6	)	$	224.4
Issuance of common stock, net			3,000			31.9			—			—			—			—			31.9
Amortization of the fair value of stock options			—			—			16.3			—			—			—			16.3
Proceeds from stock option exercises			4,720			15.3			—			—			—			—			15.3
Transferred from paid-in capital on exercise of options			—			6.9			(6.9	)		—			—			—			—
Proceeds from the exercise of warrants			5,116			3.6			—			—			—			—			3.6
Transferred from paid-in capital on exercise of warrants			—			0.5			—			—			(0.5	)		—			—
Stock-based compensation tax adjustment			—			—			2.1			—			—			—			2.1
Comprehensive income:
	Net income		—			—			—			139.6			—			—			139.6
	Foreign currency translation		—			—			—			—			—			37.8			37.8
	Total comprehensive income		—			—			—			—			—			—			177.4
Balances at December 31, 2007			113,364		$	269.7		$	26.5		$	111.6		$	35.0		$	28.2		$	471.0
Issuance of common stock, net			10,915			218.1			—			—			—			—			218.1
Amortization of the fair value of stock options			—			—			15.6			—			—			—			15.6
Proceeds from stock option exercises			776			5.8			—			—			—			—			5.8
Transferred from paid-in capital on exercise of options			—			2.7			(2.7	)		—			—			—			—
Proceeds from the exercise of warrants			1			—			—			—			—			—			—
Stock-based compensation tax adjustment			—			—			0.9			—			—			—			0.9
Share Repurchase			(2,803	)		(10.6	)		0.1			(8.9	)		—			—			(19.4	)
Comprehensive income:
	Net income		—			—			—			173.1			—			—			173.1
	Foreign currency translation		—			—			—			—			—			(74.5	)		(74.5	)
	Total comprehensive income		—			—			—			—			—			—			98.6
Balances at December 31, 2008			122,253		$	485.7		$	40.4		$	275.8		$	35.0		$	(46.3	)	$	790.6
Cumulative adjustment—warrant accounting (Note 3)			—			—			—			13.0			(35.0	)		—			(22.0	)
Balances at January 1, 2009			122,253			485.7			40.4			288.8			—			(46.3	)		768.6
Issuance of common stock, net			15,500			194.6			—			—			—			—			194.6
Amortization of the fair value of stock options			—			—			10.5			—			—			—			10.5
Proceeds from stock option exercises			1,757			11.4			—			—			—			—			11.4
Transferred from paid-in capital on exercise of options			—			5.4			(5.4	)		—			—			—			—
Proceeds from the exercise of warrants			1			—			—			—			—			—			—
Stock-based compensation tax adjustment			—			—			0.2			—			—			—			0.2
Comprehensive income:
	Net income (loss)		—			—			—			(56.0	)		—			—			(56.0	)
	Foreign currency translation		—			—			—			—			—			56.1			56.1
	Total comprehensive income		—			—			—			—			—			—			0.1
Balances at December 31, 2009			139,511		$	697.1		$	45.7		$	232.8		$	—		$	9.8		$	985.4

See accompanying notes to consolidated financial statements.

88

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

1. Description of Business

        Thompson Creek Metals Company Inc. (the "Corporation") is a North American molybdenum mining corporation, governed by the laws of British Columbia, with vertically integrated mining, milling, processing and marketing operations in Canada and the United States ("US"). The US operations include the Thompson Creek Mine (mine and mill) in Idaho and the Langeloth Metallurgical Roasting Facility in Pennsylvania. The Canadian operation consists of a 75% joint venture interest in the Endako Molybdenum Mine Joint Venture ("Endako Mine") (mine, mill and roaster) in British Columbia. In addition, the Corporation has two underground molybdenum exploration projects comprised of an option to acquire up to 75% of the Mount Emmons molybdenum property ("Mt. Emmons Project"), located in Colorado, and the 100% owned Davidson molybdenum property ("Davidson Project"), located in British Columbia.

2. Significant Accounting Policies

Basis of Preparation

        The Corporation determined that as of June 30, 2009 more than 50% of its outstanding shares were held by US residents. Therefore, the Corporation no longer meets the definition of a foreign private issuer under the Rules and Regulations of the US Securities and Exchange Commission ("SEC"). The Corporation is required to file as a domestic US registrant with the SEC beginning January 1, 2010 related to its filings with the SEC. As a result, the accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). Prior to becoming a domestic registrant in the United States, the Corporation prepared its consolidated financial statements in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"). The previously issued consolidated financials for 2008 and 2007 have been recast to US GAAP from Canadian GAAP. Significant measurement differences between US GAAP and Canadian GAAP are described in Note 22.

        All financial figures are presented in US dollars unless otherwise stated.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Corporation and its subsidiaries.

        The Corporation also consolidates its 75% proportionate interest in the accounts of the unincorporated Endako Mine. Intercompany accounts and transactions have been eliminated on consolidation.

        Certain comparative information has been reclassified to conform to the current year's presentation.

Currency Translation

        The functional currency of the Corporation and its US operations is the US dollar. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at exchange rates in effect at the balance sheet date with resulting gains or losses being reported in other income or expense in the computation of net income. Other non-monetary assets and liabilities are translated at

89

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

2. Significant Accounting Policies (Continued)

historic rates. Revenues, expenses and cash flows completed in foreign currencies are translated into US dollars at average exchange rates, except for depreciation, depletion and amortization which is recorded at historical rates.

        The Endako Mine's functional currency is the Canadian dollar. The Endako Mine's assets and liabilities are translated at exchange rates in effect at the balance sheet date and revenues and expenditures are translated at average exchange rates. Differences arising from these foreign currency translations are recorded in the consolidated statements as other comprehensive income (loss).

Use of Estimates

        The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. As the estimation process is inherently uncertain, actual future outcomes could differ from current estimates and assumptions, potentially having material effects on future financial statements.

Cash and Cash Equivalents

        Cash is comprised of cash deposits held at banks. Cash equivalents are financial instruments issued or guaranteed by major financial institutions and governments that have an original maturity date of less than 90 days. Cash equivalents are stated at cost, which approximates market value.

Short-term Investments

        These investments consist of US and Canadian government-backed securities with original maturities greater than 90 days and less than 180 days. These short-term investments are categorized as held-to-maturity financial instruments and are recorded at amortized cost. When there is objective evidence that held-to-maturity financial assets are impaired and there is a decline in the fair value below amortized cost that is considered other than temporary, an impairment loss is recorded for the excess of amortized cost over fair value. There has not been an impairment loss recorded to date related to the Corporation's short-term investments.

Product Inventories

        Product inventories are carried at the lower of cost or market. Cost is comprised of production costs for ore produced and processed from the Corporation's mines and amounts paid for molybdenum concentrate purchased from third parties. Production costs include the costs of materials, costs of processing and roasting, direct labor, stock-based compensation, mine site and processing facility overhead costs and depreciation, depletion and amortization. Stripping costs (i.e., the costs of removing overburden and waste material to access mineral deposits) incurred during the production phase of a mine are considered variable production costs and are included as a component of inventory produced during the period in which stripping costs are incurred. The Corporation uses the first-in, first-out cost method for production and sales of product inventory.

90

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

2. Significant Accounting Policies (Continued)

Property, Plant and Equipment

        Property, plant and equipment are recorded at cost. Expenditures for property, plant and equipment relating to new assets or improvements are capitalized if they extend useful lives or extend functionality. Fixed plant and machinery are amortized using the units-of-production method over the estimated life of the ore body based on recoverable pounds to be produced from estimated proven and probable mineral reserves. Facilities, mobile and other equipment are depreciated on either a declining-balance or straight-line basis over the shorter of their estimated useful life or the life of the mine. Repairs and maintenance costs are charged to expense as incurred, except when these repairs extend the life or functionality of the asset. In these instances, that portion of the expenditures is capitalized and amortized over the period benefited.

        The Corporation capitalizes the costs to acquire mineral properties. On acquisition of a mineral property, the Corporation estimates the fair value of proven and probable mineral reserves as well as the value beyond proven and probable mineral reserves and records these costs as assets at the date of acquisition. Mineral properties in production are amortized over the life of the mine using the units-of-production method based on the volume of mineral produced in relation to the total estimated proven and probable mineral reserves. The cost assigned to value beyond proven and probable mineral reserves is not amortized. However, as new information is gained or economics change, mineralized material may be converted into proven and probable mineral reserves at which time the capitalized costs associated with mineralized material are reclassified as costs subject to amortization.

        Capitalization of mine development costs that meet the definition of an asset begins once all operating permits have been secured, mineralization is classified as proven and probable reserves and a final feasibility study has been completed. Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred during the start-up phase of a mine are expensed as incurred. Costs incurred before mineralization is classified as proven and probable reserves are expensed and classified as exploration expense, unless there is a high degree of confidence, prior to the commencement of a drilling program, that the drilling costs will result in the conversion of a mineral resource into proven and probable reserves. All capitalized costs are amortized using the units of production method over the estimated life of the ore body based on recoverable pounds to be mined from proven and probable reserves. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use. Gains or losses from sales or retirements of assets are included in other income or expense.

        Depreciation, depletion and amortization is allocated to inventory cost and then included as a component of operating expenses as inventory is sold.

Exploration

        Costs include geological and geophysical work on areas without identified reserves together with drilling and other related costs. These costs are expensed as incurred.

91

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

2. Significant Accounting Policies (Continued)

Goodwill

        Acquisitions are accounted for using the purchase method whereby tangible and intangible assets and liabilities acquired are recorded at their fair values as of the date of acquisition and any excess of the purchase price over the fair value of the net assets required is recorded as goodwill. Goodwill is identified and assigned to reporting units by preparing estimates of the fair value of each reporting unit and comparing this amount to the carrying value of assets and liabilities in the reporting unit.

        The Corporation evaluates the carrying amount of goodwill for impairment on an annual basis or when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the carrying value of a reporting unit exceeds its fair value, then the Corporation compares the implied fair value of the reporting unit's goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged against earnings. Assumptions underlying fair value estimates are subject to significant risk and uncertainties.

        In evaluating goodwill for impairment, estimates of after-tax discounted future cash flows of the individual mining operations are used to perform the test for impairment. The estimated cash flows used to assess recoverability of the Corporation's goodwill are derived from current life-of-mine plans developed using near-term price forecasts reflective of the current price environment and management's projections for long-term average metal prices and operating costs.

        In 2009, the Corporation changed its impairment testing measurement date to October 1 to more closely align the impairment testing date with the Corporation's long-range planning and forecasting process. This accounting change is preferable as this date coincides with the Corporation's planning and forecasting process and provides additional time prior to year end to complete the impairment test.

Asset Impairment

        Management reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of its assets may not be recoverable. If total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, then the Corporation performs an evaluation of the estimated fair value of the asset or asset group. An impairment loss is measured and recorded based on the difference between book value and the estimated fair value of the asset or asset group. Fair value is estimated using discounted estimated future cash flows, or the application of an expected present value technique to estimate fair value in the absence of a market price. Future cash flows include estimates of recoverable pounds, molybdenum prices (considering current and historical prices, price trends and related factors), production levels and capital, all based on life-of-mine plans and projections. Assumptions underlying future cash flow estimates are subject to risks and uncertainties. Any differences between significant assumptions and market conditions and/or the Corporation's operating performance could have a material effect on the Corporation's determination of ore reserves, or its ability to recover the carrying amounts of its long-lived assets resulting in impairment charges. In estimating future cash flows, assets are grouped at the lowest level for which identifiable cash flows exist that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular mine for which there are identifiable cash flows.

92

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

2. Significant Accounting Policies (Continued)

Derivative Instruments

        The Corporation enters into various arrangements such as foreign currency forward contracts and molybdenum purchase and sale contracts. The Corporation does not account for any of these arrangements using hedge accounting. As of October 1, 2009 the Corporation designated its fixed-priced molybdenum contracts as "normal sales and purchase contracts" (see Note 7).

        Financial and derivative instruments, including embedded derivatives, and the Corporation's outstanding common stock warrants are recorded at fair value on the balance sheet. Changes in the fair value of derivatives are recorded each period in the consolidated statements of operations.

Income and Mining Taxes

        The Corporation computes income taxes using the asset and liability approach that results in the recognition of deferred tax liabilities and assets for the expected future tax consequences or benefits of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse.

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance is provided for the portion of the Corporation's net deferred tax assets for which it is not more likely than not that they will be realized.

Asset Retirement Obligations

        Future obligations to retire an asset including site closure, dismantling, remediation and ongoing treatment and monitoring are recorded as a liability at fair value at the time incurred. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free discount rate, and an estimated inflation factor. The value of asset retirement obligations is evaluated on an annual basis or as new information becomes available on the expected amounts and timing of cash flows required to discharge the liability. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period in accretion expense. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.

Revenue Recognition

        The Corporation recognizes revenue from molybdenum sales when persuasive evidence of an arrangement exists, the price is fixed and determinable, the product has been delivered, title has transferred, and collection is reasonably assured. The Corporation's sale contracts specify the point in the delivery process at which title transfers to the customer (shipping point or destination). Shipping and handling fees are accounted for on a gross basis under the terms of the contract. The Corporation

93

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

2. Significant Accounting Policies (Continued)

recognizes tolling and calcining revenue under contractual arrangements as the services are performed on a per unit basis.

        From time to time the Corporation enters into provisionally-priced sales contracts, whereby the contracts settle at prices to be determined at a future date based upon provisional assays and quoted prices. The future pricing mechanism of these agreements constitutes an embedded derivative which is bifurcated and separately marked to estimated fair value at the end of each period. Changes to the fair value of embedded derivatives related to molybdenum sales agreements are included in molybdenum sales revenue in the determination of net income.

Stock-based Compensation

        The Corporation accounts for all stock-based compensation using the fair-value method. Under this method, the fair value of stock options at grant date is estimated using the Black-Scholes option pricing model. Compensation expense is recognized on a straight-line basis over the stock option vesting period and included in the specific income statement categories that include the costs and benefits of the employees granted the stock-based award. Proceeds arising from the exercise of stock options are credited to common stock.

Earnings per Share

        Earnings per share calculations are based on the weighted average number of common shares issued and outstanding during the year. Diluted earnings per share are calculated using the treasury stock method, which assumes that outstanding stock options and warrants with an average exercise price less than the average market price of the Corporation's common shares are exercised and the proceeds are used to repurchase common shares at the average market price of the common shares for the period. In years in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive and therefore are excluded from basic and diluted calculations.

3. Recent Accounting Pronouncements

Common stock warrant derivatives

        In June 2008, the Emerging Issues Task Force ("EITF") reached a conclusion that an equity-linked financial instrument would not be considered indexed to the Corporation's own stock if the strike price is denominated in a currency other than the issuer's functional currency, beginning for fiscal years beginning on or after December 15, 2008. Given that the functional currency of the Corporation is the US dollar and given that the common stock warrants exercise price is denominated in the Canadian dollar, these warrants are now required to be treated as a derivative liability with changes in fair value recorded to earnings. This guidance was adopted by the Corporation on January 1, 2009. See Note 7d for further discussion.

94

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

3. Recent Accounting Pronouncements (Continued)

Derivatives

        In March 2008, the Financial Accounting Standards Board ("FASB") issued new accounting standards related to enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. The new accounting standards were adopted effective January 1, 2009 and were effective for the Corporation's fiscal year, beginning January 1, 2009. See Note 7 for the Corporation's required disclosure.

4. Inventory

        Product inventory is comprised of the following:

	December 31, 2009		December 31, 2008
Finished product	$	27.7	$	45.3
Work-in-process		13.2		10.9
Stockpiled ore		2.6		3.7
	$	43.5	$	59.9

        As of December 31, 2009, the market value of the Corporation's inventory exceeded the carrying value. As of December 31, 2008, the carrying value of the Corporation's inventory exceeded the market value resulting in an inventory write-down of $4.9 million.

95

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

5. Property, Plant and Equipment

        Property, plant and equipment is comprised of the following:

		December 31, 2009			December 31, 2008
	Mining properties	$	320.2		$	274.0
	Mining equipment		213.3			163.9
	Processing facilities		113.9			110.2
	Endako mill expansion		63.9			43.4
	Construction in progress		22.3			30.8
	Other		2.7			1.1
			736.3			623.4
Less: Accumulated depreciation, depletion and amortization			(130.6	)		(84.9	)
		$	605.7		$	538.5

        Property, plant and equipment include costs associated with the Endako mill expansion of $20.5 million and $43.4 million for the years ended December 31, 2009 and 2008, respectively. No depletion or depreciation is currently being recognized on these assets as the facility has not yet been completed or placed into service.

        Depreciation for mining properties is determined using the unit-of-production method. Mining equipment is depreciated on either a declining-balance or straight-line basis over the shorter of their estimated useful life and the life of the mine. The declining-balance percentages range from 10% to 50% and the estimated useful lives range from 3 years to life of mine. Processing facilities are depreciated on a straight-line basis over the estimated useful lives ranging from 3-20 years.

6. Goodwill

        On October 26, 2006, the Corporation acquired Thompson Creek Metals Company USA ("Thompson Creek USA"), a private corporation with producing molybdenum mines and processing facilities in Canada and the US. This acquisition was accounted for using the purchase method, whereby the purchase consideration was allocated to the estimated fair values of the assets acquired and liabilities assumed at the effective date of the purchase. As the purchase price exceeded the fair value of the net identifiable assets acquired, the Corporation recorded goodwill related to this transaction. In January 2008, the Corporation made a final payment of $100 million for this acquisition.

        The goodwill balance of $47.0 million as of December 31, 2009 is unchanged from the balance as of December 31, 2008. The Corporation evaluated its goodwill for impairment as of October 1, 2009 and December 31, 2008 and 2007, which resulted in the recognition of goodwill impairment charges of $nil, $68.2 million, and $nil, respectively.

96

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

7. Derivative Financial Instruments

a)

Forward Currency Contracts

        The US dollar is the functional currency of the majority of the Corporation's activities. However, the Canadian dollar ("C$") is the functional currency of the Endako Mine operations. The Corporation has potential currency exposures related to items denominated in currencies other than the operations' functional currency. The Corporation's foreign exchange exposures include:

•

Transactional exposure related to the Endako Mine operations as molybdenum sales are denominated in US dollars and a portion of capital expenditures are in US dollars;

•

Transactional exposure related to the Endako Mine operations; whereby, those operations hold financial instruments (which includes cash and cash equivalents, short-term investments and accounts receivable) in US dollars; and

•

Transactional exposure to Canadian dollar transactions and balances in US dollar functional currency operations.

        The Corporation uses foreign currency forward contracts to fix the rate of exchange of US dollars for Canadian dollars at future dates in order to reduce the Corporation's exposure to foreign currency fluctuations on cash flows related to its share of the Endako Mine's operations. The terms of these contracts are less than one year. At December 31, 2009, the Corporation had no open forward currency contracts. At December 31, 2008 the Corporation had open forward currency contracts to purchase C$6.0 million at an average Canadian dollar to US dollar exchange rate of 1.23 to 1.

        The Corporation does not consider these contracts to be hedges for accounting purposes and has determined these contracts to be derivative instruments. As of December 31, 2008, the fair value of open forward currency contracts was an asset of $0.1 million.

        For the year ended December 31, 2009, a gain of $1.9 million has been included in loss (gain) on foreign exchange related to these contracts. For the years ended December 31, 2008 and 2007, a loss of $2.7 million and a gain of $2.3 million, respectively, have been included in loss (gain) on foreign exchange related to these contracts.

b)

Provisionally-priced contracts

        As of December 31, 2009 and 2008, the fair value of the embedded derivatives in provisionally-priced sales contracts was a liability of $0.1 million and an asset of $0.1 million, respectively. For the years ended December 31, 2009, 2008 and 2007 a loss of $0.2 million, a gain of $0.1 million, and $nil, respectively, has been included in molybdenum sales for these embedded derivatives on the Corporation's consolidated statements of operations.

        Changes to the fair value of the embedded derivatives related to molybdenum purchases are included in operating expenses in the consolidated statement of operations. As of December 31, 2009 and 2008, the fair value of these embedded derivatives was $nil and an asset of $0.7 million, respectively. For the years ended December 31, 2009, 2008 and 2007, loss of $0.7 million, a gain of $20.5 million, and a loss of $8.6 million, respectively, have been included in operating expenses on the Corporation's consolidated statements of operations.

97

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

7. Derivative Financial Instruments (Continued)

        The following table sets forth the Corporation's outstanding provisionally-priced contracts as of December 31, 2009, which all mature in 2010:

	Pounds Sold/Purchased (000's lb)
Provisionally priced sales		72
Provisionally priced purchases		489

c)

Fixed Price Contracts

        The Corporation's results of operations and operating cash flows are affected by changes in market prices for molybdenum. To mitigate a portion of this risk, the Corporation enters into certain molybdenum sales contracts where it sells future molybdenum production at fixed prices. These fixed prices may be different than the quoted market prices at the date of sale. Forward sales contracts in place at December 31, 2009 cover the period 2009 to 2011. As of December 31, 2009, the Corporation had committed to sell approximately 1.9 million pounds at an average market price of $15.94 per pound.

        Historically, these contracts were recorded as derivatives with changes in the fair value recorded to net income (loss). Beginning October 1, 2009, the Corporation elected to treat these fixed price contracts as normal purchase and normal sales contracts. As such, these contracts will no longer be recorded at market value (mark-to-market) at each reporting period. The mark-to-market asset of $3.5 million as of September 30, 2009 is being amortized to molybdenum sales revenue as the Corporation makes the physical deliveries related to those contracts. For the fourth quarter 2009 a $1.6 million loss was recorded in molybdenum sales related to the September 30, 2009 balance. For the year ended December 31, 2009, the Corporation recorded an unrealized loss of $2.7 million in its consolidated statements of operations. In 2008 and 2007, a gain of $11.5 million and a loss of $7.0 million, respectively, was included in molybdenum sales in its consolidated statements of operations.

        The following table sets forth the Corporation's outstanding fixed price molybdenum sales contracts as of December 31, 2009:

	2010		2011
Molybdenum committed (000's lb)		1,509		417
Average price ($/lb)	$	14.54	$	21.00

98

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

7. Derivative Financial Instruments (Continued)

d)

Common Stock Warrant Derivatives

        The following table summarizes common share warrant transactions:

		Number of Shares (000's)
Balance, December 31, 2008			24,505
	Warrants exercised		(1	)
Balance, December 31, 2009			24,504

        In October 2006, the Corporation issued 20.9 million warrants in connection with the acquisition of Thompson Creek USA. Additionally, on this date the Corporation also issued 3.6 million warrants to a former shareholder of Thompson Creek USA. Each warrant entitles the holder to purchase one common share of the Corporation at a price of C$9.00 until October 23, 2011. The Corporation determined the fair value allocated to these warrants to be C$1.70 based on a pro-rata allocation of the fair value of common shares issued and the estimated fair value of the warrants issued using the Black-Scholes model and applying the following assumptions: expected life of 5 years; expected volatility of 45.8%; risk free interest rate of 4.02%; and an expected dividend of 0%.

        As described further in significant accounting policies, the Corporation reclassified the warrants to a derivative liability with a cumulative adjustment for the change in accounting principle to the opening balance of the Corporation's retained earnings as of January 1, 2009, as indicated in the table below.

	Balance as of January 1, 2009
	As reported		Change in accounting principle			Cumulative effect of change in accounting principle
Common stock warrant derivatives	$	—	$	22.0		$	22.0
Common stock warrants—equity		35.0		(35.0	)		—
Retained earnings		275.8		13.0			288.8

        The Corporation recorded an unrealized loss related to the change in fair value of its warrants of $93.4 million for the year ended December 31, 2009 in its consolidated statements of operations. As the accounting rule was effective beginning January 1, 2009, no similar changes in the fair value of the warrants have been recorded for the years ended December 31, 2008 and 2007.

99

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

7. Derivative Financial Instruments (Continued)

e)

Financial statement classification

        None of the Corporation's derivative instruments are treated as hedges and are recorded on the consolidated balance sheet at fair value (except those in which the Corporation has taken the normal purchase and normal sales exception), with changes in fair value recorded to the consolidated statements of operations. The following tables summarize the location and fair value amounts of all derivative instruments in the consolidated balance sheets.

				Fair Value
Derivative Type			Balance Sheet Classification	December 31, 2009			December 31, 2008
Derivative assets
	Provisionally-priced sales		Accounts receivable—trade	$	(0.1	)	$	0.1
	Fixed-price contracts—current		Prepaid expense and other current assets		0.9			1.5
	Fixed-price contracts—noncurrent		Other assets		1.7			3.0
	Forward currency contracts		Prepaid expense and other current assets		—			0.1
		Total derivative assets		$	2.5		$	4.7
Derivative liabilities
	Provisionally-priced purchases		Accounts payable and accrued liabilities	$	—		$	(0.7	)
	Fixed-priced contracts		Accounts payable and accrued liabilities		0.8			—
	Common Stock warrant derivatives		Common stock warrant derivatives		115.4			—
		Total derivative liabilities		$	116.2		$	(0.7	)

        The following represent the mark-to-market gains (losses) on derivative instruments as of December 31, 2009.

		Gain/(loss) for the years ended
Derivative Type	Statement of Operations Classification	December 31, 2009			December 31, 2008			December 31, 2007
Provisionally-priced sales	Molybdenum sales	$	(0.2	)	$	0.1		$	—
Provisionally-priced purchases	Operating expenses		(0.7	)		20.5			(8.6	)
Fixed-price contracts	Molybdenum sales		(2.7	)		11.5			(7.0	)
Forward currency contracts	Gain (loss) on foreign exchange		1.9			(2.7	)		2.3
Common Stock warrant derivatives	Change in fair value of warrants		(93.4	)		—			—
		$	(95.1	)	$	29.4		$	(13.3	)

100

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

7. Derivative Financial Instruments (Continued)

f)

Credit Risk—Derivative Instruments

        The Corporation is exposed to credit loss when counterparties with which it has entered into derivative transactions (commodities, foreign exchange and interest rate swaps) are unable to pay. To reduce counter-party credit exposure, the Corporation deals only with a group of large credit-worthy financial institutions and limits credit exposure to each. The Corporation believes the counterparties to the contracts to be credit-worthy entities, and therefore credit risk of counterparty non-performance is unlikely. The Corporation does not anticipate non-performance by any of its counterparties.

8. Fair Value Measurement

        US GAAP accounting standards define fair value as 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 standards establish a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2	Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

101

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

8. Fair Value Measurement (Continued)

        The following table sets forth the Corporation's financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

		Fair Value at December 31, 2009
		Total			Level 1		Level 2			Level 3
Assets:
	Provisionally-priced sales	$	(0.1	)	$	—	$	(0.1	)	$	—
	Fixed-price contracts—current		0.9			—		—			0.9
	Fixed-price contracts—noncurrent		1.7			—		—			1.7
		$	2.5		$	—	$	(0.1	)	$	2.6
Liabilities:
	Common Stock warrant derivatives	$	115.4		$	115.4	$	—		$	—
	Fixed-price contracts—current		0.8			—		—			0.8
		$	116.2		$	115.4	$	—		$	0.8

        The table below sets forth a summary in fair value of the Corporation's Level 3 financial assets and liabilities for the year ended December 31, 2009:

	Fixed- Priced Contracts
Balance at January 1, 2009	$	4.5
Unrealized and realized (loss)		(2.7	)
Balance at December 31, 2009	$	1.8

        As of December 31, 2009 and 2008, the carrying values and the fair values of the Corporation's financial assets and liabilities are not significantly different from their fair values.

9. Long-term Debt

        Long-term debt consists of:

	December 31, 2009			December 31, 2008
Equipment loans	$	11.9		$	17.3
Other		1.0			—
		12.9			17.3
Less: Current portion		(3.7	)		(5.6	)
	$	9.2		$	11.7

102

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

9. Long-term Debt (Continued)

        As of December 31, 2009, the Corporation had a $35 million revolving line of credit secured by a significant amount of the Corporation's US based assets. This credit facility, which had a final maturity date of October 26, 2011, had an interest rate of LIBOR plus 2.5% and included both standard financial and non-financial covenants, including ratio tests for leverage, interest coverage and working capital. The facility was secured by all of the Corporation's assets, except for the Davidson Project and Endako Mine properties and related assets. The Corporation was in compliance with these covenants as of December 31, 2009. Effective February 2, 2010 the Corporation terminated this $35 million credit facility.

        In 2008 and 2007, the Corporation had other borrowing facilities that are no longer in place. Total interest expense for the years ended was December 31, 2009, 2008, and 2007 was $nil, $8.9 million, and $34.0 million, respectively.

Equipment loans

        As of December 31, 2009, the Corporation also had equipment loans with each loan secured by the underlying equipment assets. The variable rate loans bear interest at LIBOR plus 2% with the fixed rate loan bearing interest at 5.9%. These loans are scheduled to mature no later than October 31, 2013.

        Total interest expense on the equipment loans for the years ended December 31, 2009, 2008, and 2007 was $0.8 million, $0.7 million and $1.2 million, respectively.

10. Asset Retirement Obligations

        Asset retirement obligations arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The Corporation has future obligations to retire its mining assets, including dismantling, remediation and ongoing treatment and monitoring of sites. The exact nature of environmental issues and costs, if any, which the Corporation may encounter in the future are subject to change, primarily because of the changing character of environmental requirements that may be enacted by governmental agencies.

        The following table details items affecting asset retirement obligations for future mine closure and reclamation costs in connection with the Corporation's Thompson Creek Mine, the 75% owned Endako Mine and Davidson Project:

		Thompson Creek Mine			Endako Mine		Davidson Project		Total
At January 1, 2009		$	18.7		$	4.4	$	0.2	$	23.3
	Additions		1.8			—		—		1.8
	Revisions		(2.3	)		—		—		(2.3	)
	Accretion		1.1			0.3		—		1.4
	Foreign exchange		—			0.6		—		0.6
At December 31, 2009		$	19.3		$	5.3	$	0.2	$	24.8

103

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

10. Asset Retirement Obligations (Continued)

        The Corporation has a cash deposit and surety bonds in place to provide financial assurance of future mine reclamation costs at its Thompson Creek Mine. This arrangement provides the Corporation with an aggregate limit of $35.0 million for the reclamation of the Thompson Creek Mine, including $22.2 million and $21.8 million in cash recorded as reclamation deposits as of December 31, 2009 and 2008, respectively. The Corporation also has a reclamation bond ($0.6 million) and cash on deposit of $2.3 million with the State of Idaho for the Thompson Creek Mine in accordance with its reclamation obligation. As of December 31, 2009, the Corporation anticipates that these costs will be incurred over the period 2026 to 2040. The estimated future reclamation costs for the Thompson Creek Mine have been discounted using rates from 6.7% to 8.0%. The total inflated and undiscounted reclamation costs for Thompson Creek Mine is $61.8 million as of December 31, 2009.

        A mine reclamation and closure plan is also in place for the Endako Mine. In connection with this plan, the British Columbia Ministry of Energy, Mines and Petroleum Resources has required security in the amount of $6.5 million as of December 31, 2009, and $5.6 million as of December 31, 2008, of which the Corporation's proportionate share is $4.9 million and $4.2 million, respectively. As of December 31, 2009, the Corporation estimates its proportionate share of these costs will be incurred over the period 2010 to 2035. The estimated future reclamation costs for the Endako Mine have been discounted using rates of approximately 6.64%. The Corporation's share of the total inflated and undiscounted reclamation costs for the Endako Mine is $13.6 million.

        The Corporation's Davidson Project is presently in the exploration stage. The estimated future reclamation costs for the Davidson Project have been discounted using rates ranging from 6.6% to 7.5% which reflect the underlying funding arrangements at the time these costs were identified. In connection with this plan, the British Columbia Ministry of Energy, Mines and Petroleum Resources has required security in the amount of $0.3 million as of December 31, 2009 and 2008.

11. Employee Benefits

Deferred compensation

        The Corporation maintains an employee deferred compensation program for certain individuals who were employed at the time of the acquisition of Thompson Creek USA. The Corporation recognizes a liability for the future obligation associated with the program and the cost is charged as an expense during the period according to the payment formula, which is based on the employee's compensation. As of December 31, 2009, and 2008 the Corporation had recorded a liability of $17.0 million and $14.5 million, respectively, related to this program, which are included in other liabilities. As of December 31, 2009, $6.3 million of the obligation is payable in June 2012, or earlier under certain conditions according to the provisions of the program. The remaining obligation is payable upon reaching a certain age requirement or earlier according to the provisions of the program. The Corporation has set aside funding for this liability by making periodic contributions to a trust fund based upon program participants' salaries. The trust fund assets as of December 31, 2009, and 2008 totaled $16.8 million and $14.2 million, respectively, and the trust has been consolidated. For the years ended December 31, 2009, 2008, and 2007, the Corporation recognized an expense of $3.9 million, $4.9 million, and $3.9 million, respectively, for the deferred compensation program.

104

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

11. Employee Benefits (Continued)

Defined Contribution Pension Plans

        The Corporation, through its subsidiaries, maintains defined contribution pension plans available to certain employees.

        The Corporation's 401(k) Savings Plan (the "Plan") is a defined contribution pension plan and covers all individuals employed in the US. The Plan is subject to the provisions of the US Employee Retirement Income Security Act of 1974, as amended, and Section 401(k) of the US Internal Revenue Code. The assets of the Plan are held and the related investment transactions are executed by the Plan's trustee. Administrative fees, including accounting and attorney fees, are paid by the Corporation on behalf of the Plan. The Corporation contributed approximately $1.7 million, $1.5 million, and $0.9 million, respectively, to the Plan for the years ended December 31, 2009, 2008 and 2007. The Corporation may make additional contributions to the Plan at its sole discretion; however, the Corporation has no further obligation relating to benefits under this Plan.

        The Endako Mine maintains a defined contribution pension plan (the "Endako Plan") covering all of its employees. The assets of the Endako Plan are held and the related investment transactions are executed by the Endako Plan's trustee. Administrative fees, including any accounting and legal fees are paid by the Endako Mine on behalf of the Endako Plan. The Endako Mine contributed $0.7 million, $0.8 million and $0.7 million to the Endako Plan for the years ended December 31, 2009, 2008 and 2007, respectively. The Corporation has recorded its proportionate share of 75% related to these contributions. The Corporation has no further obligation relating to pension benefits under this Plan.

Postretirement Benefits

        Under the union agreement at the Langeloth facility, the Corporation is required to provide postretirement medical benefits for certain retired former employees and their dependants by making the monthly medical insurance premium payment on their behalf. Substantially all of the Corporation's current unionized employees may become eligible for this benefit if certain age and service requirements are met at the time of retirement as specified in the union agreement. The benefit ceases when the eligible retired employee reaches 65 years of age. The Corporation does not have any obligation related to eligible retired unionized employees beyond the monthly medical insurance premiums. The Corporation follows current accounting guidance related to postretirement benefits for this plan. Prior service costs, actuarial gains and losses, and transition obligations are amortized over the average life expectancy of the plan's participants.

        Included in the results of operations for the year ended December 31, 2009 is an out-of-period adjustment related to the accrual of the postretirement medical benefits, which resulted in a $1.6 million increase to net loss (net of tax of $1.0 million) for the year ended December 31, 2009.

105

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

11. Employee Benefits (Continued)

        The following table sets forth the actuarial present value of postretirement medical benefit obligations and amounts recognized in the Corporation's financial statements:

	December 31, 2009
Change in benefit obligations:
Net benefit obligation at beginning of year	$	—
Out-of-period adjustment		2.6
Service cost		0.3
Interest cost		0.1
Benefits paid		(0.2	)
	$	2.8

        The liability of $2.8 million has been included in other liabilities on the Corporation's consolidated balance sheet as of December 31, 2009.

        The assumptions used to determine the benefit obligations as of December 31, 2009 included a measurement date of December 31, 2009 and a discount rate of 5.75%. The yield curve matching our benefit obligation was derived using a cash flow analysis under the Citigroup pension liability index. The Citigroup pension discount curve shows the relationship between interest rates and duration for hypothetical zero coupon investments. This yield curve was used in determining the discount rate for the Corporation's postretirement benefit obligation.

        The components of net periodic benefit costs for the year ended December 31, 2009 included $0.3 million of service cost and $0.1 million of interest cost for a total net periodic benefit cost of $0.4 million.

        The health care cost trend assumed that average cost of coverage was 9.0% for 2010, reduced annually to an ultimate trend of 5.0% in 2016 and beyond. The assumed health care cost trend rates have a significant effect on the amounts reported for postretirement medical benefits. The effect of a one percent change on the health care cost trend rate used to calculate periodic postretirement medical costs and the related benefit obligation would be insignificant.

        The expected postretirement medical benefits expected to be paid in the next five fiscal years are insignificant to any individual year.

12. Shareholders' Equity

        The authorized share capital of the Corporation is comprised of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series with terms determinable upon issuance. As of December 31, 2009, the Corporation has not issued any preferred shares.

        On September 16, 2009, the Corporation completed an equity offering of 15.5 million common shares and received $194.6 million in net proceeds.

106

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

12. Shareholders' Equity (Continued)

        The Corporation filed in September 2008, which expired in September 2009, its Notice of Intention to make a Normal Course Issuer Bid ("NCIB") to purchase for cancellation a specified number of its issued and outstanding common shares. Through December 31, 2008, the Corporation repurchased 2.8 million common shares for cancellation at an average price of C$7.41 per share for an aggregate cost of $19.4 million. The NCIB was completed on September 28, 2009 and no additional shares were repurchased.

13. Stock-based Compensation

        The Corporation has a stock option plan for directors, officers, employees and consultants, enabling them to purchase common shares. The maximum number of shares that may be issued pursuant to this plan and all options granted is limited to 11,174,916 common shares, effective May 10, 2007. The expiration date and vesting provisions of options granted are established at the time an award is made. Options may be exercised by the holder upon vesting of the grant. When an option is exercised, the Corporation issues the requisite shares from authorized but unissued common stock (new shares). The exercise price of option grants awarded is the greater of: (i) the weighted-average trading price of the underlying shares over the five consecutive trading days immediately before the grant date and (ii) if the award date occurs in a trading black-out period, the weighted-average trading price over the five consecutive trading days immediately after the black-out period has been lifted.

        In June 2009, the Corporation completed a voluntary stock option surrender program offered to all holders of stock options with an exercise price of C$16.19 per share and above. Under the terms of the surrender program, options to acquire an aggregate of 2,414,500 common shares were voluntarily surrendered by 55 holders, effective June 22, 2009. A non-cash compensation charge of approximately $2.8 million was recorded in the quarter ending June 30, 2009, representing the remaining unamortized, stock-based compensation cost for the surrendered options.

        Compensation cost charged against earnings for stock-based awards is shown below for the years ended December 31, 2009, 2008 and 2007:

	Years Ended December 31,
	2009			2008			2007
Total stock-based compensation	$	10.4		$	15.7		$	16.3
Amount capitalized to product inventory		(1.2	)		(0.1	)		—
Stock-based compensation expense		9.2			15.6			16.3
Tax benefit		(1.3	)		(1.8	)		(2.5	)
Impact on net income	$	7.9		$	13.8		$	13.8

107

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

13. Stock-based Compensation (Continued)

        The following table summarizes the location and amounts of stock-based compensation expense recorded in the statement of operations exclusive of income tax impacts:

	Years Ended December 31,
Statement of operations classification	2009		2008		2007
Operating expenses	$	0.5	$	2.0	$	7.1
General and administrative		8.7		13.5		9.2
Exploration and development		—		0.1		—
Stock-based compensation expense	$	9.2	$	15.6	$	16.3

        The following table summarizes stock option activity during the years ended December 31, 2007, 2008 and 2009:

	Shares (000's)			Weighted Average Exercise Price (C$)		Aggregate Intrinsic Value (C$)
Stock options outstanding at January 1, 2007		9,651		$	5.28	$	44.3
Granted		2,565			17.47		—
Exercised		(4,720	)		3.50		45.4
Canceled/expired		—			—		—
Stock options outstanding at December 31, 2007		7,496			10.57		52.5
Granted		2,110			17.73		—
Exercised		(776	)		7.50		10.2
Canceled/expired		(42	)		22.16		—
Stock options outstanding at December 31, 2008		8,788			12.51		0.4
Granted		1,877			13.08		—
Exercised		(1,757	)		7.20		9.9
Canceled/expired/surrendered		(2,594	)		19.60		—
Stock options outstanding at December 31, 2009		6,314		$	10.89	$	30.8

108

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

13. Stock-based Compensation (Continued)

        The following table summarizes information about stock options outstanding and exercisable as of December 31, 2009:

	Options Outstanding						Options Exercisable
Range of Exercise Prices (C$)	Number Outstanding (000's)		Weighted Average Exercise Price (C$)(a)		Weighted Average Remaining Contractual Life		Number Outstanding (000's)		Weighted Average Exercise Price (C$)(a)		Weighted Average Remaining Contractual Life
$2.94 - $8.93		3,339	$	7.45		2.1		3,231	$	7.46		2.0
$12.35 - $17.33		2,574	$	13.91		4.4		1,189	$	14.54		4.0
$18.51 - $20.61		365	$	19.92		0.8		365	$	19.92		0.8
$23.10 - $23.93		36	$	23.35		3.2		36	$	23.35		3.2

(a)

The weighted average exercise price of options granted is shown in Canadian dollars as the majority of the outstanding options have a strike price denominated in Canadian dollars. Options with a US dollar strike prices have been converted to Canadian dollars for these disclosure purposes only using the exchange rates on the respective date of grant.

        As of December 31, 2009, approximately 1.5 million options had not vested and were not exercisable. The total compensation cost related to these nonvested awards not yet recognized was $8.3 million as of December 31, 2009, and is expected to be recognized over 1.6 years.

        As of December 31, 2009, approximately 4.8 million awards had vested and were exercisable. The aggregate intrinsic value of these exercisable awards was $15.0 million as of December 31, 2009.

        The weighted average fair value of stock options on the date of grant, and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model were as follows:

	Year Ended December 31,
	2009			2008			2007
Weighted average fair value of options granted(a)	C$	6.71		C$	7.28		C$	7.34
Expected volatility		77.2	%		51.8	%		46.2	%
Expected life		2.8 years			4.2 years			4.8 years
Risk-free interest rate		1.5	%		2.9	%		4.1	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

(a)

The weighted average fair value of options granted is shown in Canadian dollars as the majority of the outstanding options have a strike price denominated in Canadian dollars. Options with a US dollar strike prices have been converted to Canadian dollars for these disclosure purposes only using the exchange rates on the respective date of grant.

109

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

13. Stock-based Compensation (Continued)

        The Corporation made the determination that the historic volatility of its common share price was characteristic of a development company rather than of the operating company upon acquisition of Thompson Creek USA in 2006. In computing the fair value of option grants made subsequent to the acquisition of Thompson Creek USA, the Corporation has utilized an expected volatility that has been computed using a weighted average of the average volatility of a peer group of operating mining companies and the Corporation's actual share price volatility from the date it acquired Thompson Creek USA. Further, in the absence of reliable evidence to support a lesser estimated expected life, the Corporation used the full contractual life of option awards in determining the fair value of options awarded subsequent to the acquisition of Thompson Creek USA until October 2007. An estimated life based on actual experience has been used in determining the fair value of options awarded after October 2007.

14. Commitments and Contingencies

        In the normal course of operations, the Corporation may be subject to litigation. The Corporation has determined that there are no material claims outstanding as of December 31, 2009.

        In the normal course of operations, the Corporation enters into agreements for the purchase of molybdenum. As of December 31, 2009, the Corporation had commitments to purchase approximately 8.1 million pounds of molybdenum sulfide concentrate in 2010, to be priced at a discount to the market price for molybdenum oxide at the time of purchase.

        The Corporation has contractual obligations related to the mill expansion project at the Endako Mine of $48.1 million as of December 31, 2009.

        On December 9, 2009, the Corporation entered into a guarantee agreement with British Columbia Hydro and Power Authority, related to the Endako Mine expansion project. The Corporation has guaranteed payment by Thompson Creek Mining Ltd. for a shortfall in the estimated usage of electrical power related to the mill expansion project at the Endako Mine. The amount of the shortfall, if any, will be determined subsequent to the commission of the new mill facility at the Endako Mine. The new mill facility is currently scheduled for completion in 2011. The amount of the guarantee as of December 31, 2009 was C$3.7 million. As of December 31, 2009, a shortfall in future usage cannot be determined and is not deemed to be probable. As such, no accrual has been recorded. The Corporation will make an accrual when a determination that a shortfall is probable and a reasonable estimate can be made.

110

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

15. Exploration

        The following table summarizes the Corporation exploration expenses by project:

	Years Ended December 31,
	2009		2008		2007
Davidson Project	$	1.6	$	4.9	$	3.4
Mt. Emmons Project		4.7		2.5		—
Endako Mine		—		0.6		1.2
	$	6.3	$	8.0	$	4.6

16. Income and Mining Taxes

        Income (loss) from continuing operations before income taxes consists of the following for the periods presented:

	Year Ended December 31,
	2009			2008		2007
Canada	$	(98.3	)	$	109.5	$	110.5
United States		44.3			187.9		90.8
	$	(54.0	)	$	297.4	$	201.3

111

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

16. Income and Mining Taxes (Continued)

        Income and mining taxes differ from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before income taxes. The differences result from the following items:

		Year Ended December 31,
		2009			2008			2007
Income before income and mining taxes		$	(54.0	)	$	297.4		$	201.3
Combined Canadian federal and provincial income tax rates			30.0	%		31.0	%		34.1	%
Income taxes based on above rates			(16.2	)		92.2			68.6
Increase (decrease) to income taxes due to:
	Unrealized loss on warrants		28.0			—			—
	Difference in foreign statutory tax rates		3.1			14.0			4.9
	Provincial and state mining and franchise taxes		1.2			14.8			12.3
	Withholding taxes		1.1			1.2			4.5
	Capital taxes		0.2			—			—
	Non-deductible expenses		8.3			11.6			5.4
	Non-taxable income		(3.0	)		(6.1	)		(7.7	)
	Asset impairment and other charges		—			24.2			—
	Foreign tax credits		—			(2.0	)		(18.1	)
	Foreign tax differences		(10.4	)		(3.8	)		—
	Depletion allowance		(12.9	)		(38.2	)		(25.0	)
	Domestic production allowance		—			(2.4	)		(2.2	)
	Unrealized foreign exchange gain on translation of investments		(5.7	)		5.4			—
	Change in valuation allowance		16.4			15.7			22.2
	Impact of reduction in tax on future income and mining taxes		(7.6	)		1.3			(8.2	)
	Other		(0.5	)		(3.6	)		5.0
Income and mining taxes		$	2.0		$	124.3		$	61.7

112

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

16. Income and Mining Taxes (Continued)

Net Deferred Tax Liabilities

        Deferred tax assets and liabilities arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of future income and mining tax assets and liabilities as of December 31, 2009 and 2008 are as follows:

			December 31, 2009			December 31, 2008
Deferred tax assets:
	Working capital		$	0.6		$	1.4
	Tax losses and credits carried forward			88.8			74.8
	Property, plant and equipment			4.3			3.5
	Contractual sales obligations			0.9			1.1
	Asset retirement obligations			2.9			1.8
	Share issuance costs			4.6			3.8
	Other deductible temporary differences			11.5			12.4
		Deferred tax assets		113.6			98.8
	Valuation allowances			(92.3	)		(76.1	)
		Net deferred tax assets	$	21.3		$	22.7
Deferred tax liabilities:
	Inventory		$	(6.6	)	$	(8.1	)
	Other taxable temporary differences—Current			(0.7	)		(1.4	)
	Property, plant and equipment			(161.1	)		(156.5	)
	Other taxable temporary differences—Non-current			(0.9	)		(6.1	)
		Total deferred tax liabilities		(169.3	)		(172.1	)
Net deferred tax liabilities			$	(148.0	)	$	(149.4	)

        At December 31, 2009, the Corporation had $147.4 million in loss and credit carry forwards available for tax purposes that begin to expire after 2014.

        A valuation allowance is recorded on substantially all of the benefits associated with the loss and credit carry forwards as it is not more likely than not the benefit related to the specific deferred tax assets will be realized based on the available sources of taxable income.

        The Corporation intends to indefinitely reinvest earnings from certain foreign operations. Accordingly, US and non-US income and withholding taxes for which deferred taxes might otherwise be required, have not been provided on a cumulative amount of temporary differences (including, for this purpose, any difference between the tax basis in the stock of a consolidated subsidiary and the amount of the subsidiary's net equity determined for financial reporting purposes) related to investments in foreign subsidiaries of approximately $691.4 and $605.4 as of December 31, 2009 and 2008, respectively. The additional US and non-US income and withholding tax that would arise on the reversal of the temporary differences could be offset in part, by tax credits. Because the determination

113

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

16. Income and Mining Taxes (Continued)

of the amount of available tax credits and the limitations imposed on the annual utilization of such credits are subject to a highly complex series of calculations and expense allocations, it is impractical to estimate the amount of net income and withholding tax that might be payable if a reversal of temporary differences occurred.

Income Tax Uncertainties

        A summary of the activities associated with the Corporation's uncertainty in income taxes reserve for unrecognized tax benefits follows:

Balance at January 1, 2009		$	1.7
Additions for tax positions of prior years			0.6
Reductions for tax positions of prior years:
	Settlements		(0.9	)
	Lapse of statute of limitations		(0.1	)
Balance at December 31, 2009		$	1.3

        The Corporation recognizes interest and penalties related to unrecognized tax benefits in operating expenses. During the years ended December 31, 2008 and 2009, the Corporation recognized interest and penalties of approximately $0.5 million and $0.1 million, respectively.

        The Corporation or one of its subsidiaries files income tax returns in the Canadian federal jurisdiction, US federal jurisdiction and various state and provincial jurisdictions. The tax years for the Corporation and its significant subsidiaries that remain subject to examination are as follows:

Jurisdiction	Years Under Examination	Additional Open Years
US Federal		2006 - 2008
Canada		2005 - 2008
British Columbia		2003 - 2008
Colorado		2005 - 2008
Idaho	2006 - 2007	2008
Pennsylvania		2006 - 2008

114

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

17. Net Income per Share

        The following is a reconciliation of net income and weighted-average common shares outstanding for purposes of calculating diluted net income per share for the years ended December 31, 2009, 2008 and 2007:

			For the years ended December 31,
			2009			2008		2007
Net income (loss)			$	(56.0	)	$	173.1	$	139.6
Basic weighted-average number of shares outstanding				127.5			119.5		110.2
	Effect of dilutive securities
		Common share warrants		—			9.6		12.2
		Stock options		—			2.6		4.2
Diluted weighted-average number of shares outstanding				127.5			131.7		126.6
	Net income (loss) per share
		Basic	$	(0.44	)	$	1.45	$	1.27
		Diluted	$	(0.44	)	$	1.31	$	1.10

        For the year ended December 31, 2009 approximately 6.3 million stock options have been excluded from the computation of diluted securities as their effect would have been anti-dilutive. Of the stock options excluded from the computation of diluted securities for the year ended December 31, 2009, approximately 4.4 million shares had exercise prices that were lower than the average market price for the year; however, these were excluded from the computation of diluted securities as a result of the Corporation having a loss before income and mining taxes for the year.

        For the years ended December 31, 2008 and 2007, 2.2 million and 2.0 million options, respectively, were not included in the computation of diluted weighted-average shares because the strike prices of the options exceeded the price of the common stock.

        The Corporation has excluded approximately 24.5 million shares related to warrants for the year ended December 31, 2009 as their effect would have been anti-dilutive. All of the excluded warrants have exercise prices lower than the average market price for the year; however, these were excluded from the computation of diluted securities as a result of the Corporation having a loss before income and mining taxes for the year. There were no warrants excluded for the years ended December 31, 2008 and 2007.

18. Related Party Transactions

        Total sales to members of a group of companies affiliated with the other participant in the Endako Mine joint venture were $83.7 million, $235.7 million and $176.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. This represented 23.2%, 23.3%, and 19.2% of the Corporation's total revenues for the years ended December 31, 2009, 2008 and 2007. For the years ended December 31, 2009, 2008 and 2007, the Corporation recorded management fee income of

115

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

18. Related Party Transactions (Continued)

$0.3 million, $0.8 million and $0.7 million, and selling and marketing costs of $0.6 million, $1.6 million and $1.4 million, respectively, from this group of companies.

        As of December 31, 2009 and 2008, the Corporation's accounts receivable included $10.3 million and $8.9 million owing from this group of companies.

19. Supplementary Cash Flow Information

		For the year ended December 31,
		2009			2008			2007
Change in working capital accounts:
	Accounts receivable	$	13.0		$	25.4		$	4.5
	Product inventory		16.7			81.3			(4.2	)
	Material and supplies inventory		3.0			(5.2	)		(1.1	)
	Prepaid expense and other current assets		1.7			(2.2	)		(1.3	)
	Income and mining taxes recoverable		(3.1	)		12.1			(11.3	)
	Accounts payable and accrued liabilities		(0.7	)		(31.2	)		15.9
	Income and mining taxes payable		(4.4	)		8.6			(30.9	)
		$	26.2		$	88.8		$	(28.4	)
Cash interest paid		$	1.0		$	13.4		$	35.5
Cash income taxes paid		$	26.8		$	91.8		$	149.5

20. Concentration of Credit Risk

        The Corporation is exposed to counterparty risk from its cash and cash equivalent balances, its short-term cash investments, and its reclamation deposits held by an insurance company and governmental entities. The Corporation monitors its positions with, and the credit quality of, the financial institutions in which it invests its cash, cash equivalents and short-term investments, and that hold its reclamation deposits. Counterparties to cash balances, money market instruments, government treasury securities and its reclamation deposits are US and Canadian institutions and the US and Canadian governments. The Corporation's investment policy limits investments to government-backed financial instruments, other than balances maintained in various bank operating accounts.

        The Corporation manages its credit risk from its accounts receivable through established credit monitoring activities. As of December 31, 2009 the Corporation had three customers which owed the Corporation more than $3.0 million and accounted for approximately 41% of all receivables outstanding. There were another six customers having balances greater than $1.0 million but less than $3.0 million that accounted for 22.4% of total receivables. All of these balances were compliant with credit terms and scheduled payment dates.

        The Corporation's maximum credit risk exposure is the carrying value of its accounts receivable. The carrying amounts of accounts receivable, accounts payable and accrued liabilities and fixed and variable rate debt approximate fair value as of December 31, 2009 and December 31, 2008.

116

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

21. Segment Information

        The Corporation has two reportable segments: US Operations and Canadian Operations. The US Operations segment includes all mining, milling, roasting and sale of molybdenum products from the Thompson Creek Mine and the Langeloth Metallurgical Facility, as well as all roasting and sales of third party purchased material. The Canadian Operations segment includes all mining, milling, roasting and sale of molybdenum products from the 75% owned Endako Mine. The Corporation evaluates segment performance based on income from mining and processing. The Corporation attributes other income and expenses to the reporting segments if the income or expense is directly related to segment operations, as described above. The Corporation does not allocate corporate expenditures such as general and administrative, exploration and development, and interest income and expense items. The Corporation does not report income and mining taxes by reporting segment as the Corporation's tax attributes are determined by legal entity.

        Segment information for the years ended and as at December 31, 2009, 2008 and 2007 is as follows:

For the year ended December 31, 2009

		US Operations		Canadian Operations		Total
Revenues
	Molybdenum sales	$	270.7	$	91.2	$	361.9
	Tolling, calcining and other		11.5		—		11.5
			282.2		91.2		373.4
Cost of sales
	Operating expenses		194.0		47.3		241.3
	Selling and marketing		4.3		1.9		6.2
	Depreciation, depletion and amortization		26.7		16.7		43.4
	Accretion expense		1.1		0.3		1.4
			226.1		66.2		292.3
Segment income from mining and processing			56.1		25.0		81.1
Other segment expenses:
	Loss on foreign exchange		—		12.2		12.2
Segment income before income and mining taxes		$	56.1	$	12.8	$	68.9

117

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

21. Segment Information (Continued)

For the year ended December 31, 2008

		US Operations		Canadian Operations			Total
Revenues
	Molybdenum sales	$	758.0	$	234.2		$	992.2
	Tolling, calcining and other		19.2		—			19.2
			777.2		234.2			1,011.4
Cost of sales
	Operating expenses		497.7		59.7			557.4
	Selling and marketing		6.9		3.2			10.1
	Depreciation, depletion and amortization		23.3		16.7			40.0
	Accretion expense		1.4		0.3			1.7
			529.3		79.9			609.2
Segment income from mining and processing			247.9		154.3			402.2
Other segment expenses:
	Goodwill impairment		33.0		35.2			68.2
	Loss on foreign exchange		—		(24.0	)		(24.0	)
			33.0		11.2			44.2
Segment income before income and mining taxes		$	214.9	$	143.1		$	358.0

118

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

21. Segment Information (Continued)

For the year ended December 31, 2007

		US Operations		Canadian Operations		Total
Revenues
	Molybdenum sales	$	681.6	$	209.5	$	891.1
	Tolling, calcining and other		23.3		—		23.3
			704.9		209.5		914.4
Cost of sales
	Operating expenses		524.6		64.2		588.8
	Selling and marketing		6.5		2.5		9.0
	Depreciation, depletion and amortization		29.7		18.5		48.2
	Accretion expense		1.3		0.4		1.7
			562.1		85.6		647.7
Segment income from mining and processing			142.8		123.9		266.7
Other segment expenses:
	Loss on foreign exchange		—		4.3		4.3
			—		4.3		4.3
Segment income before income and mining taxes		$	142.8	$	119.6	$	262.4

Reconciliation of segment income to net income

		For the year ended December 31,
		2009			2008			2007
Segment income		$	68.9		$	358.0		$	262.4
Other (income) expense
	Change in fair value of common stock warrants		93.4			—			—
	General and administrative		25.1			37.9			25.1
	Exploration		6.3			8.1			4.6
	Interest and finance fees		1.2			15.1			42.1
	Interest income		(1.5	)		(2.4	)		(7.8	)
	Other		(1.6	)		1.9			(2.9	)
Income before income and mining taxes			(54.0	)		297.4			201.3
Income and mining taxes			2.0			124.3			61.7
Net income (loss)		$	(56.0	)	$	173.1		$	139.6

119

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

21. Segment Information (Continued)

        Other segment information regarding capital expenditures, assets and liabilities, including the assets and liabilities attributed to corporate operations, is as follows:

As of December 31, 2009	US Operations		Canadian Operations		Corporate		Total
Capital expenditures	$	29.4	$	33.8	$	2.9	$	66.1
Capital assets	$	260.0	$	345.3	$	0.4	$	605.7
Goodwill	$	47.0	$	—	$	—	$	47.0
Assets	$	628.4	$	615.1	$	101.1	$	1,344.6
Liabilities	$	129.5	$	111.9	$	117.8	$	359.2

As of December 31, 2008	US Operations		Canadian Operations		Corporate		Total
Capital expenditures	$	36.9	$	64.0	$	0.4	$	101.3
Capital assets	$	257.0	$	281.0	$	0.5	$	538.5
Goodwill	$	47.0	$	—	$	—	$	47.0
Assets	$	627.7	$	410.2	$	8.5	$	1,046.4
Liabilities	$	144.6	$	108.5	$	2.7	$	255.8

As of December 31, 2007	US Operations		Canadian Operations		Corporate		Total
Capital expenditures	$	12.9	$	0.9	$	0.9	$	14.7
Capital assets	$	242.7	$	287.9	$	2.4	$	533.0
Goodwill	$	80.0	$	43.7	$	—	$	123.7
Assets	$	506.2	$	407.6	$	169.2	$	1,083.0
Liabilities	$	157.1	$	116.4	$	338.5	$	612.0

22. Reconciliation to Canadian Generally Accepted Accounting Principles

        The Corporation's consolidated financial statements have been prepared according to US GAAP which differs in certain respects from those principles that the Corporation would have followed had the consolidated financial statements been prepared in accordance with Canadian GAAP. The

120

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

22. Reconciliation to Canadian Generally Accepted Accounting Principles (Continued)

significant differences between US GAAP and Canadian GAAP and their effect on the consolidated financial statements are detailed below.

			December 31, 2009				December 31, 2008
			US GAAP		Canadian GAAP		US GAAP			Canadian GAAP
Assets
Current assets
	Cash and cash equivalents		$	158.5	$	158.5	$	258.0		$	258.0
	Short-term investments			353.0		353.0		—			—
	Accounts receivable			42.7		42.7		55.0			55.0
	Product inventory	a)		43.5		40.6		59.9			57.1
	Material and supplies inventory			34.5		34.5		36.2			36.2
	Prepaid expense and other current assets			6.0		6.0		6.3			6.3
	Income taxes receivable			4.8		4.8		1.4			1.4
				643.0		640.1		416.8			414.0
Property, plant and equipment		a)		605.7		680.0		538.5			594.1
Restricted cash				16.8		16.8		14.2			14.2
Reclamation deposits				30.3		30.3		26.9			26.9
Goodwill				47.0		47.0		47.0			47.0
Other assets				1.8		1.8		3.0			3.0
			$	1,344.6	$	1,416.0	$	1,046.4		$	1,099.2
Liabilities
Current liabilities
	Accounts payable and accrued liabilities		$	29.9	$	29.9	$	36.5		$	36.5
	Income and mining taxes payable			3.6		3.6		7.5			7.5
	Current portion of long-term debt			3.7		3.7		5.6			5.6
	Deferred income tax liabilities			6.7		6.7		8.1			8.1
				43.9		43.9		57.7			57.7
Long-term debt				9.2		9.2		11.7			11.7
Other liabilities				24.6		24.6		21.8			21.8
Asset retirement obligations				24.8		24.8		23.3			23.3
Common stock warrant derivatives		b)		115.4		—		—			—
Deferred income tax liabilities		a,c)		141.3		168.0		141.3			167.2
				359.2		270.5		255.8			281.7
Shareholders' Equity
Common stock		c)		697.1		695.5		485.7			484.1
Common stock warrants		b)		—		35.0		35.0			35.0
Additional paid-in-capital				45.7		45.7		40.4			40.4
Retained earnings		a,b,c)		232.8		359.5		275.8			304.3
Accumulated other comprehensive income (loss)				9.8		9.8		(46.3	)		(46.3	)
				985.4		1,145.5		790.6			817.5
			$	1,344.6	$	1,416.0	$	1,046.4		$	1,099.2

121

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

22. Reconciliation to Canadian Generally Accepted Accounting Principles (Continued)

        The following table reconciles the consolidated net income (loss) and consolidated comprehensive income (loss) as reported under Canadian GAAP with that which would have been reported under US GAAP.

		For the years ended December 31,
		2009			2008			2007
Net income (loss)—US GAAP		$	(56.0	)	$	173.1		$	139.6
Reconciling items:
	Change in fair value of common stock warrants		93.4			—			—
	Stripping costs incurred during production (net of amortization)		18.7			25.9			26.8
	Financial instruments		—			—			0.5
	Amortization of deferred finance fees		—			—			(0.3	)
	Income tax effect of above adjustments		(5.9	)		(10.3	)		(10.2	)
	Share based payment valuation allowance		5.0			(5.5	)		—
	Issuance of flow-through shares		—			—			0.9
Net income—Canadian GAAP		$	55.2		$	183.2		$	157.3
Net income per share
	Basic	$	0.43		$	1.53		$	1.43
	Diluted	$	0.42		$	1.39		$	1.24
Net income—Canadian GAAP		$	55.2		$	183.2		$	157.3
Foreign currency translation adjustment			56.1			(74.5	)		37.8
Comprehensive income—Canadian GAAP		$	111.3		$	108.7		$	195.1

        In 2009, 2008, and 2007, under Canadian GAAP, cash flows from operating activities would increase by $26.1 million, $28.6 million and $34.2 million, respectively, and cash flows from investing activities would decrease by $26.1 million, $28.6 million and $34.2 million, respectively, due to the stripping costs incurred during production.

Current Differences in Accounting Principles

a)

Stripping Costs Incurred During Production

        Under US GAAP, capitalization of stripping costs after a mine has entered its production phase is not permitted and requires such stripping costs to be accounted for as a variable production cost to be included in the costs of inventory.

        Effective January 1, 2007, for Canadian GAAP purposes, the Corporation prospectively adopted EIC-160 "Stripping Costs Incurred in the Production Phase of a Mining Operation". Under EIC-160, stripping activity at operating mines that represents a betterment is capitalized to property, plant and equipment and amortized on a unit of production basis over the related proven and probable reserves. Betterment occurs when the stripping activity increases future output of the mine by providing additional sources of mineral reserves.

122

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

22. Reconciliation to Canadian Generally Accepted Accounting Principles (Continued)

        Accordingly, for the year ended December 31, 2009, inventory and cost of sales for Canadian GAAP purposes would decrease by $2.9 million and $18.7 million, respectively, and property, plant and equipment would increase by $18.8 million (net of amortization). For the year ended December 31, 2008, inventory and cost of sales for Canadian GAAP purposes would decrease by $2.8 million and $25.9 million, respectively, and property, plant and equipment would increase by $21.7 million (net of amortization). For the year ended December 31, 2007, inventory and cost of sales for Canadian GAAP purposes would decrease by $7.0 million and $26.8 million, respectively, and property, plant and equipment would increase by $33.8 million (net of amortization).

b)

Common stock warrant derivatives

        In June 2008, the EITF reached a conclusion that an equity-linked financial instrument would not be considered indexed to the Corporation's own stock if the strike price is denominated in a currency other than the issuer's functional currency, beginning for fiscal years beginning on or after December 15, 2008. Given that the functional currency of the Corporation is the US dollar and given that the common stock warrants exercise price is denominated in the Canadian dollar, these warrants are now required to be treated as a derivative liability under US GAAP with changes in fair value recorded to earnings. This guidance was adopted by the Corporation under US GAAP on January 1, 2009.

        Under Canadian GAAP, the Corporation's stock purchase warrants are still treated as equity. Accordingly, for the year ended December 31, 2009, common stock warrant derivatives and change in fair value of common stock warrants would decrease by $115.4 million and $93.4 million, respectively, under Canadian GAAP. As of December 31, 2009, retained earnings would decrease by $13.0 million and common stock warrants would increase by $35.0 million under Canadian GAAP.

c)

Realization of Deferred Tax Asset for Stock Compensation

        For US GAAP purposes, a deferred tax asset is recognized for the temporary difference related to share options based on the stock-based compensation recognized for financial statement purposes. The deferred tax asset is recognized in the period that the stock-based compensation expense is recorded. At each reporting period, the deferred tax asset is reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized.

        For Canadian GAAP purposes, a deferred tax asset is recognized for the temporary difference related to share options based on the stock-based compensation recognized for financial statement purposes. However, at each reporting period, if there is a decline in the market price of the Corporation's common stock below the option strike price, this factor is taken into account in determining whether recoverability of the deferred tax asset is considered more likely than not.

        Accordingly, under Canadian GAAP, $5.0 million of the 2008 valuation allowance of $5.5 million was reversed during 2009. A valuation of $0.5 million and $5.5 million was recorded as of December 31, 2009, and 2008, respectively, against the related deferred tax asset for options whose market price is below their share price under Canadian GAAP.

123

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

22. Reconciliation to Canadian Generally Accepted Accounting Principles (Continued)

Recent Canadian GAAP Accounting Pronouncements

Goodwill and Intangible Assets

        Effective January 1, 2009, the Corporation adopted, for Canadian GAAP, Canadian Institute of Chartered Accountants ("CICA") Section 3064, "Goodwill and Intangible Assets", replacing Section 3062, "Goodwill and Other Intangible Assets" and Section 3450, "Research and Development Costs". Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in Section 3062. The adoption of Section 3064 did not have any impact on the consolidated financial statements.

Credit Risk and Fair Value of Financial Assets and Liabilities

        In January 2009, the CICA issued Emerging Issues Committee ("EIC") Abstract 173, "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities". The EIC provides guidance on evaluating credit risk of an entity and counterparty when determining the fair value of financial assets and financial liabilities, including derivative instruments. This standard is effective for the fiscal year beginning January 1, 2009. The adoption of EIC-173, for Canadian GAAP purposes, did not have a significant impact on the Corporation's consolidated financial statements.

Mining Exploration Costs

        In March 2009, the CICA issued EIC-174, "Mining Exploration Costs". The EIC provides guidance on the accounting and the impairment review of exploration costs. This standard is effective for the fiscal year beginning January 1, 2009. The adoption of EIC-174, for Canadian GAAP purposes, did not have any impact on the Corporation's consolidated financial statements.

23. Subsequent Events

        The Corporation has evaluated subsequent events through February 25, 2010. Subsequent to December 31, 2009 the Corporation terminated its $35 million revolving credit facility and the liens that collateralized the Corporation's US based assets were released. The termination of the Corporation's $35 million revolving credit facility was effective as of February 2, 2010.

124

THOMPSON CREEK METALS COMPANY INC.

Notes to the Consolidated Financial Statements (Continued)

Years ended December 31, 2009, 2008 and 2007

(US dollars in millions, except per share amounts)

24. Summary of Quarterly Financial Data (Unaudited)

        The following table sets forth a summary of the quarterly results of operations for the years ended December 31, 2009 and 2008 (recast in US GAAP):

For the Year December 31, 2009	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Revenues	$	78.8	$	74.0		$	114.4		$	106.2
Net income (loss)	$	8.7	$	(89.3	)	$	(1.4	)	$	26.0
Basic net income (loss) per share	$	0.07	$	(0.73	)	$	(0.01	)	$	0.19
Diluted net income (loss) per share	$	0.07	$	(0.73	)	$	(0.01	)	$	0.18

For the Year December 31, 2008	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	254.8	$	243.9	$	331.1	$	181.6
Net income (loss)	$	42.6	$	59.5	$	94.8	$	(23.8	)
Basic net income (loss) per share	$	0.38	$	0.51	$	0.76	$	(0.19	)
Diluted net income (loss) per share	$	0.33	$	0.44	$	0.69	$	(0.19	)

Quarterly reconciliation to Canadian GAAP (unaudited)

        The following table sets forth a summary of the quarterly results under US GAAP as reconciled to Canadian GAAP. See Note 22 for discussion of the differences between US and Canadian GAAP.

For the Year December 31, 2009		First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Net income (loss)—US GAAP		$	8.7		$	(89.3	)	$	(1.4	)	$	26.0
	Unrealized loss (gain) on warrants		0.3			83.0			15.7			(5.6	)
	Stripping costs incurred during production		3.4			5.5			4.9			4.9
	Income tax effect of above adjustments		(1.2	)		(2.0	)		(1.8	)		(0.9	)
	Share based payment valuation allowance		—			2.4			2.3			0.3
Net income (loss)—Canadian GAAP		$	11.2		$	(0.4	)	$	19.7		$	24.7

125

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

        The Corporation's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Corporation's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives.

        The Chief Executive Office and the Chief Financial Officer, with assistance from the Corporation's Disclosure Committee and the Corporation's management, have evaluated the effectiveness of disclosure controls and procedures as of December 31, 2009. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation's disclosure controls and procedures are effective as of December 31, 2009.

        The certifications attached as Exhibits 31 and 32 hereto should be read in conjunction with the disclosures set forth herein.

Change in Internal Control over Financial Reporting

        The Corporation had a change in the internal control over financial reporting during the fourth quarter of fiscal 2009 that affected, or is reasonably likely to affect, the Corporation's internal control over financial reporting. The Corporation implemented a new software system that impacted the financial processes and controls within the area of accounting consolidation. However, to ensure adequate transition to the new system, the existing consolidation process was also maintained through year-end 2009. Management continued to rely on manual controls until the financial processes and system controls as originally designed are fully operational in the first quarter of 2010, at which point the Corporation expects to have controls that are improved from before the new system implementation.

Management's Report on Internal Control over Financial Reporting

        Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes, in accordance with generally accepted accounting principles ("GAAP").

        The Chief Executive and Chief Financial Officers, with assistance from the Corporation's Disclosure Committee and the Corporation's management, have evaluated the effectiveness of internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on its evaluation, management concluded that the Corporation's internal control over financial reporting was effective as of December 31, 2009. Because of its inherent limitations, internal control over financial reporting, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

126

inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

        The Corporation's independent registered public accounting firm has audited the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2009, as stated in the report which appears herein.

Remediation of Material Weakness

        As of December 31, 2008, management had identified a material weakness in disclosure controls and procedures and internal control over financial reporting. Specifically, the Corporation did not perform a timely and rigorous review over the application of complex GAAP in both the Canadian GAAP to US GAAP reconciliations and the goodwill impairment processes. This control deficiency resulted in a material audit adjustment to goodwill and related disclosures in the Corporation's consolidated financial statements for the year ended December 31, 2008. Unless remediated, this control deficiency could result in a material misstatement of the Corporation's consolidated financial statements that would not be prevented or detected. During 2009, management completed the following remediation plan:

(1)

Reviewed and redefined key controls within the financial reporting process.



(2)

Hired a technical accounting expert to address the accounting treatment for complex GAAP transactions, including the preparation and review of the US and Canadian GAAP reconciliations and goodwill impairment analysis.



(3)

Implemented a formal forecast and review process to identify any complex GAAP transactions requiring accounting research and significant accounting judgment.



(4)

Completed the automation of the consolidation process, in addition to maintaining the existing system of consolidation. This ensured adequate transition to the new automated system through December 31, 2009. The new consolidation software system has improved transparency, automated calculations, and allowed for more time to analyze and review complex GAAP transactions.



(5)

Implemented bi-monthly conference calls and lead a Controller's Conference with the corporate and site personnel who are critical to the financial reporting process. These activities enhance communication and provide training regarding standardized policies, procedures and internal controls related to the Corporation's financial closing and reporting of financial results, including complex GAAP transactions requiring significant accounting judgment.



(6)

Performed testing of disclosure controls, procedures and internal controls earlier and more frequently during the year to monitor the effectiveness of remediation efforts undertaken.

        As of December 31, 2009 management completed the execution of the remediation plan, evaluated and tested the effectiveness of these controls as of December 31, 2009 and determined that the material weakness related to the accounting of complex GAAP transactions has been remediated.

127

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Thompson Creek Metals Company Inc.:

        We have audited Thompson Creek Metals Company Inc.'s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Thompson Creek Metals Company Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's 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 generally accepted accounting principles, 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.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Thompson Creek Metals Company Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Thompson Creek Metals Company, Inc. and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the year then ended, and our report dated February 25, 2010 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Denver, Colorado
February 25, 2010

128

ITEM 9B.    OTHER INFORMATION

        None

PART III

ITEM 10, 11, 12, 13 AND 14

        Reference is made to the Section captioned "Executive Officers of Registrant" on pages [38 and 39]. Information in response to the disclosure requirements specified by Part III, Items 10, 11, 12, 13, and 14 will be included in a definitive proxy statement, which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, prior to April 30, 2010 or will be provided by amendment to this Annual Report on Form 10-K, also to be filed no later than April 30, 2010.

        The information contained in such definitive proxy statement is incorporated herein by reference.

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

        (A)  The following documents are filed as part of this report:

1.

Financial Statements

        The following financial statements of the Corporation and its subsidiaries are included at the indicated pages of the document as stated below:

	Form 10-K Pages
Consolidated Balance Sheets at December 31, 2009 and 2008	86
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	87
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	88
Consolidated Statements of Shareholders' Equity and Comprehensive Income for the years ended December 31, 2009, 2008 and 2007	89
Notes to the Consolidated Financial Statements	90
Reports of Independent Registered Public Accounting Firm	84

2.

Exhibits:

2.1	Agreement and Plan of Merger dated September 1, 2006 (File No. 001-33783)
2.2	Amendment No. 1 to Agreement and Plan of Merger dated October 13, 2006
3.1	Certificate of Continuance dated July 29, 2008
3.2	Articles of Continuance dated July 29, 2008 and filed on form 6-K on August 27, 2008 (File No. 001-33783)
10.1	Amended Incentive Stock Option Plan
10.2	Amended and Restated Employment Agreement between the Corporation and Kevin Loughrey dated December 30, 2009
10.3	Employment Agreement between the Corporation and S. Scott Shellhaas dated December 29, 2009
10.4	Amended and Restated Employment Agreement between the Corporation and Pamela L. Saxton dated December 28, 2009

129

10.5	Amended and Restated Employment Agreement between the Corporation and Mark Wilson dated December 30, 2009
10.6	Amended and Restated Employment Agreement between the Corporation and Dale Huffman dated January 4, 2010
10.7	Employment Agreement between the Corporation and Ken Collison dated November 1, 2006.
10.8*	Exploration, Development and Mine Operating Agreement between Thompson Creek Mining Ltd. and Nissho Iwai Moly Resources, Inc. (Canada) (now Sojitz Moly Resources, Inc.)
10.9*	Distributorship and Sales Agreement between Blue Pearl Mining Ltd. (now Thompson Creek Metals Company Inc.) and Sojitz Corporation dated September 1, 2006
10.10*	Sales Representative Agreement between Thompson Creek Canada, Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC and Nissho Iwai Corporation dated June 12, 1997
10.11	Frame Contract between Thompson Creek Mining Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC Nissho Iwai Corporation dated June 12, 1997
10.12*	Option Agreement between Thompson Creek Metals Company and Sojitz Corporation dated September 28, 2005
14.1	Code of Business Conduct and Ethics adopted by the Board of Directors on and amended by the Board of Directors on February 25, 2010.
21.1	Subsidiaries of the Corporation.
23.1	Consent of Registered Public Accounting Firm (KPMG LLP)
23.2	Consent of Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
23.3	KPMG Preferability Letter
24.1	Certified resolution of the Board of Directors of The Corporation authorizing that this report has been signed on behalf of certain officers and directors
24.2	Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors
31.1	Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328.
32.2	Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328.

        The exhibits listed as 10.1 through 10.7 above are the management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.

*

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

130

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

THOMPSON CREEK METALS COMPANY INC. (Registrant)
By:	Kevin Loughrey Chairman and Chief Executive Officer

Date: February 23, 2010

        Pursuant to requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Kevin Loughrey	Chairman, Chief Executive Officer and Director
Pamela L. Saxton	Chief Financial Officer and Vice President, Finance, (Principal Financial Officer and Principal Accounting Officer))

DIRECTORS

/s/ KEVIN LOUGHREY Kevin Loughrey	/s/ TIMOTHY J. HADDON Timothy J. Haddon
/s/ DENIS C. ARSENAULT Denis C. Arsenault	* Kerry J. Knoll
/s/ JAMES L. FREER James L. Freer	* Ian J. McDonald
/s/ JAMES P. GEYER James P. Geyer	/s/ THOMAS J. O'NEIL Thomas J. O'Neil

Date: February 23, 2010

*By: /s/ PAMELA L. SAXTON
Pamela L. Saxton
Attorney-in-Fact

131

THOMPSON CREEK METALS COMPANY INC.
EXHIBIT INDEX

				Incorporated by Reference
Exhibit Number		Exhibit Title	Filed with this Form 10-K	Form	File No.	Date Filed
	2.1	Agreement and Plan of Merger dated September 1, 2006 (File No. 001-33783) Exhibit 99.123		40-F
	2.2	Amendment No. 1 to Agreement and Plan of Merger dated October 13, 2006 Exhibit 99.69		40-F
	3.1	Certificate of Continuation dated July 29, 2008		6-K
	3.2	Articles of Continuance effective July 29, 2008		6-K August 28, 2008
	3.3	Articles of Amendment dated May 11, 2007.		40-F
	10.1	Amended Incentive Stock Option Plan		S-8
	10.2	Amended and Restated Employment Agreement between the Corporation and Kevin Loughrey dated December 30, 2009	X
	10.3	Employment Agreement between the Corporation and S. Scott Shellhaas dated December 29, 2009	X
	10.4	Amended and Restated Employment Agreement between the Corporation and Pamela L. Saxton dated December 28, 2009	X
	10.5	Amended and Restated Employment Agreement between the Corporation and Mark Wilson dated December 30, 2009	X
	10.6	Amended and Restated Employment Agreement between the Corporation and Dale Huffman dated January 4, 2010	X
	10.7	Employment Agreement between the Corporation and Ken Collison dated November 1, 2006.	X
	10.8	Exploration, Development and Mine Operating Agreement between Thompson Creek Mining Ltd. and Nissho Iwai Moly Resources, Inc. (Canada) (now Sojitz Moly Resources, Inc.) dated June 12, 1997	X
	10.9	Distributorship and Sales Agreement between Blue Pearl Mining Ltd. (now Thompson Creek Metals Company Inc.) and Sojitz Corporation dated September 1, 2006	X
	10.10	Sales Representative Agreement between Thompson Creek Canada, Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC and Nissho Iwai Corporation dated June 12, 1997	X

132

				Incorporated by Reference
Exhibit Number		Exhibit Title	Filed with this Form 10-K	Form	File No.	Date Filed
	10.11	Frame Contract between Thompson Creek Mining Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC Nissho Iwai Corporation dated June 12, 1997	X
	10.12*	Option Agreement between Thompson Creek Metals Company and Sojitz Corporation dated September 28, 2005	X
	14.1	Code of Ethics and Business Practices adopted by the Board of Directors and amended by the Board of Directors on February 25, 2010.	X
	21.1	Subsidiaries of the Corporation	X
	23.1	Consent of Registered Public Accounting Firm (KPMG LLP)	X
	23.2	Consent of Registered Public Accounting Firm (PricewaterhouseCoopers LLP)	X
	23.3	KPMG Preferability Letter	X
	24.1	Certified resolution of the Board of Directors of The Corporation authorizing that this report has been signed on behalf of certain officers and directors	X
	24.2	Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors	X
	31.1	Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.	X
	31.2	Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.	X
	32.1	Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328	X
	32.2	Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328.	X

*

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

133

EX-10.2

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Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED AGREEMENT ("Agreement") amends the December 1, 2006 EMPLOYMENT AGREEMENT and is made as of the date executed below

BETWEEN:

THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado

("Thompson Creek")

OF THE FIRST PART

- and -

KEVIN LOUGHREY, of the City of Littleton, Colorado

(the "Executive")

OF THE SECOND PART

        WHEREAS Thompson Creek wishes to continue to employ the Executive and the Executive wishes to continue to be employed by Thompson Creek in connection with the continuing operation of the business carried on by Thompson Creek and the Parent (the "Business").

        AND WHEREAS Thompson Creek and the Executive wish to set out the terms of the Executive's Employment.

        NOW THEREFORE IN CONSIDERATION OF the payment of the sum of $1.00, the covenants and agreements contained in this Agreement, and other good and valuable consideration, including the Executive's continued Employment with Thompson Creek, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the Board of Directors of the Parent from time to time.

        "Cause" shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of Thompson Creek or any of its Affiliates, including the Parent, in any material respect; or



(b)

has committed an act of fraud or material dishonesty in connection with his Employment or the Business; or



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches his duties under this Agreement, including without limitation the provisions of paragraph 6 or the Policies; or



(e)

otherwise engages in conduct that is deemed to constitute cause under common law.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any Person, entity or group of Persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Parent which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Securities Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Parent's outstanding Voting Securities which may be cast to elect directors of the Parent or the successor corporation (regardless of whether a meeting has been called to elect directors);



(c)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Parent shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Parent shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Parent and its subsidiaries as of the end of the most recently completed financial year of the Parent or (ii) which during the most recently completed financial year of the Parent generated, or during the then current financial year of the Parent are expected to generate, more than 50% of the consolidated operating income or cash flow of the Parent and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Parent), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;



(e)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Parent:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking:



a.

to adjudicate it as bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors; or



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for

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relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or

(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Parent, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Common Shares" means the common shares in the capital of the Parent.

        "Continuing Director" means either:

(a)

an individual who is a member of the Board on the date this Agreement is executed by the Parties; or



(b)

an individual who becomes a member of the Board subsequent to the date this Agreement is executed by the Parties, with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Parent" means Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Policies" mean the Thompson Creek Code of Conduct, which includes the Code of Ethics and Business Practices, Standards of Conduct, Environmental, Health and Safety Policy, Insider Trading, Confidentiality and Disclosure Policy, Antitrust Guidelines, and Whistleblower Policy, and all other Thompson Creek policies and procedures, all of which are incorporated by reference in and form part of this Agreement, and including such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Termination" or "Termination of Employment" or "Termination of the Executive's Employment" or any similar variation thereof shall, for purposes of any payment to be made to Executive, be interpreted to mean "separation from service" within the meaning provided under Treasury Regulation section 1.409A-1(h); provided, however, that the use of the term "Termination" does not mean that any payment is necessarily due to the Executive.

        "Treasury Regulation" means a regulation issued under the Code.

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive:

(a)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;

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(b)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(c)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(d)

a material change in the hours during or location at which the Executive is regularly required to carry out the terms of his Employment, or a material increase in the amount of travel the Executive is required to conduct as described in paragraph 4.

AGREEMENT TO EMPLOY

        2.     Thompson Creek agrees to continue to employ the Executive in connection with the Business on the terms and conditions set out herein and the Executive agrees to continue such Employment on such terms.

TERM

        3.     The term of this Agreement and the Executive's Employment shall be for an indefinite period, provided that:

(a)

Thompson Creek may terminate this Agreement and the Executive's Employment at any time as set out in paragraphs 11 (With Cause), 12 (Without Cause) and 15 (Disability) hereof;



(b)

the Executive may terminate this Agreement and the Executive's Employment at any time as set out in paragraph 13 (Resignation/Retirement) hereof;



(c)

Thompson Creek or the Executive may terminate this Agreement and the Executive's Employment upon the occurrence of a Change of Control as set out in paragraph 14 (Change of Control) hereof; or



(d)

this Agreement and the Executive's Employment are automatically terminated when the Executive dies as set out in paragraph 16 (Death) hereof.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Chief Executive Officer and shall perform such duties and assume such responsibilities inherent in and consonant with his position as an executive of Thompson Creek, and further will perform such reasonable additional duties and responsibilities as the Board may require and assign to him including serving as an officer of Affiliates of Thompson Creek, including the Parent, at no additional compensation. The Executive shall report to the Board, or such other position or body as the Parent may designate. The Executive's regular place of Employment shall be Thompson Creek's offices in Littleton, Colorado. The Executive shall at all times act in compliance with the Policies, and be committed to safety and his contribution to Thompson Creek and its Affiliates, including the Parent, as a whole. The Executive acknowledges that his Employment will entail frequent travel to places, including where the Parent and its Affiliates have operations, other than his regular place of Employment.

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CONFLICT OF INTEREST/DUTY OF LOYALTY

        5.     The Executive agrees to devote all of his working time during his Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company, firm or Person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Board or an authorized committee thereof. If the Board determines that the Executive is in breach of this provision and such breach is capable of cure, it shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10 day period shall constitute Cause for Termination of the Executive's Employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for Termination of the Executive's Employment for Cause.

CONFIDENTIALITY AND NON-SOLICITATION

6.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any Person, company or firm, directly or indirectly, during or after his Employment by Thompson Creek except as reasonably necessary to carry out his Employment duties or as otherwise authorized in writing by the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Business, whether or not those interests conflict with the interests of the Business, during or after his Employment by Thompson Creek. The Executive agrees that all trade secrets, trade names, financial information, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of his Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Thompson Creek whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with Thompson Creek that he will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of Thompson Creek, either directly or indirectly solicit (for the purposes of enticing away from Thompson Creek or its Affiliates), interfere with or endeavor to entice away from Thompson Creek or its Affiliates any customer, supplier or employee of or consultant to Thompson Creek or its Affiliates or any other Person in the habit of dealing with Thompson Creek or its Affiliates.

REMUNERATION

7.

(a)    The Executive shall be remunerated as follows during the term of this Agreement:

(i)

base salary of US$541,500, on the date this Agreement is executed by the Parties, per annum payable bi-weekly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and Thompson Creek or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(ii)

an annual bonus as may be determined by the Compensation and Governance Committee of the Board in accordance with the Performance Bonus Guidelines, as they may be amended from time to time;



(iii)

all benefits generally provided to senior officers of Thompson Creek effective as of the date of this Agreement, or such other benefits that may be generally provided to senior

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officers of Thompson Creek from time to time on terms determined by the Board, including but not limited to long-term disability insurance and parking at the Executive's principal office of Employment as set out in paragraph 4, above, all of which are subject to regular eligibility requirements with respect to each such benefit plan or program;

(iv)

five (5) weeks of vacation annually. Vacation must be taken in the calendar year in which it is earned. If less than two weeks of vacation are taken in any calendar year, then two weeks of unused vacation from that calendar year may be carried forward into the next calendar year, and all other unused vacation shall be forfeited; provided, however, Executive shall never have more than seven (7) weeks of vacation in Executive's vacation bank. Executive shall be paid upon Termination of Employment for any unused vacation then existing in his vacation bank, but shall not be paid for vacation that was previously forfeited; and



(v)

an annual premium for basic life and accidental death and dismemberment insurance for coverage in the amount of $250,000.



(b)

All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income and payroll taxes.



(c)

At the end of each calendar quarter, Executive shall accrue an amount equivalent to 9.375% of Executive's base salary (the "Retention Payment"). The Retention Payment shall accrue as long as Executive is employed by Thompson Creek pursuant to this Agreement.



(i)

On September 30, 2010, Executive shall be paid 40% of the Retention Payment amount that accrues at the end of the calendar quarter ending on December 31, 2009. If Executive's Employment terminates prior to September 30, 2010, Executive shall be paid the 40% amount that accrued at the end of December 31, 2009 within sixty days of Termination. Executive shall be paid the 40% of the Retention Payment if the Termination is without Cause pursuant to paragraph 12, is due to resignation (including retirement at age 62 or older) pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. However, if Executive is terminated for Cause pursuant to paragraph 11, the 40% of the Retention Payment shall not vest and shall not be paid to Executive.



(ii)

The remaining 60% of the Retention Payment amount that has accrued each calendar quarter—beginning with the calendar quarter which commenced on October 1, 2004, through and including the calendar quarter which will end on December 31, 2009—shall be paid to Executive upon the earlier of June 30, 2012 or within sixty days of the Executive's Termination of Employment, provided that the Termination is without Cause pursuant to paragraph 12, is due to resignation (including retirement at age 62 or older) pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11, the 60% of the Retention Payment shall not vest and shall not be paid to Executive.



(iii)

Beginning with the first calendar quarter in 2010 (which commences on January 1, 2010):



(A)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on March 31, 2010, June 30, 2010, and September 30, 2010, on September 30, 2010, subject to paragraph (E) below.



(B)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 31, 2010, March 31, 2011, June 30,

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2011, and September 30, 2011, on September 30, 2011, subject to paragraph (E) below.

(C)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 30, 2011, March 31, 2012, June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, and September 30, 2013, on September 30, 2013, subject to paragraph (E) below.



(D)

Each year thereafter, beginning with the year 2014, Executive shall be paid 70% of the Retention Payment amount that accrues during the immediately preceding four calendar quarters (including the quarter ending on September 30 of that year) on September 30 of that year (i.e., on September 30, 2014, Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 30, 2013, March 31, 2014, June 30, 2014, and September 30, 2014, etc.), subject to paragraph (E) below.



(E)

If Executive's Employment terminates prior to a September 30 payment date, Executive shall be paid the 70% amount that has accrued as of the end of the most recent calendar quarter prior to the Executive's Termination, within sixty days of such Termination. Executive shall be paid the 70% of the Retention Payment if the Termination is without Cause pursuant to paragraph 12, is due to resignation (including retirement at age 62 or older) pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. However, if Executive is terminated for Cause pursuant to paragraph 11, the 70% of the Retention Payment shall not vest and shall not be paid to Executive.



(F)

The remaining 30% of the Retention Payment amount that accrues each calendar quarter (beginning with the calendar quarter ending on March 31, 2010) will be paid within sixty days of the Executive's Termination of Employment, provided that the Termination is without Cause pursuant to paragraph 12, is due to resignation (including retirement at age 62 or older) pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11, the 30% of the Retention Payment shall not vest and shall not be paid to Executive.



(iv)

Upon Termination of Executive's Employment for a reason that allows the Executive to receive the Retention Payment, the Executive shall only be paid the Retention Payment then accrued if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within 60 days of Termination of Employment, the Retention Payment shall not vest and shall not be paid to Executive.



(d)

If the Executive's Employment is terminated without Cause pursuant to paragraph 12, due to resignation (including retirement at age 62 or older) pursuant to paragraph 13, due to a Change of Control pursuant to paragraph 14, due to disability pursuant to paragraph 15, or due to death pursuant to paragraph 16, the Executive shall be paid the equivalent of four weeks of base salary at the Executive's then existing base salary multiplied by the number of years that the Executive has been employed by Thompson Creek (the "Severance Payment"). Any Employment for a portion of a year will entitle the Executive to a prorated amount for that year. The Severance Payment shall be paid within sixty days of the Executive's

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Termination of Employment. The Executive shall only be paid the Severance Payment if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within sixty days of Termination of Employment, the Severance Payment shall not be paid to Executive. If Executive is terminated for Cause pursuant to paragraph 11, no Severance Payment shall be paid to Executive.

(e)

Notwithstanding any other provision in this Agreement, if (i) on the date of Termination of Executive's Employment with Thompson Creek, any of the Parent's stock is publicly traded on an established securities market or otherwise (within the meaning of Code section 409A(a)(2)(B)(i)), and (ii) as a result of such Termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (x) six (6) months after Executive's Termination date, (y) Executive's death or (z) such other date as will not result in such payment being subject to Code section 409A sanctions.



(f)

It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. Each amount to be paid or benefit to be provided to Executive shall be construed as a separate payment for purposes of Code section 409A to the fullest extent permitted therein. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.



(g)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.



(h)

In the event that any payment or benefits received or to be received by Executive pursuant to this Agreement ("Benefits") would (a) constitute a "parachute payment" within the meaning of Code section 280G, and (b) but for this subsection, would be subject to the excise tax imposed by Code section 4999, or any comparable successor provisions (the "Excise Tax"), then the Benefits shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be taxable under the Excise Tax. To the extent Benefits need to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Thompson Creek to determine the benefits applicable under this provision.

        8.     The Executive shall be entitled to participate in the Thompson Creek Metals Company Inc. Amended Incentive Stock Option Plan, as it may be amended from time to time, and shall be granted stock options to acquire Common Shares of the Parent under the Plan in such amounts as approved by the Board from time to time.

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        9.     Pursuant to the Parent's Long Term Incentive Plan, when and if it is promulgated, and as it may be amended from time to time, the Executive may be granted from time to time, at the sole discretion of the Board, any form of compensation permitted under the Long Term Incentive Plan.

REIMBURSEMENT OF EXPENSES

        10.   All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Thompson Creek.

TERMINATION BY EMPLOYER WITH CAUSE

        11.   This Agreement and the Executive's Employment may be terminated by Thompson Creek summarily and without notice, or payment in lieu of notice, and without payment of any annual bonus, benefits, Severance Payment, Retention Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law, in the event that there is Cause for Termination of the Executive's Employment.

TERMINATION BY EMPLOYER WITHOUT CAUSE

        12.   Despite the Term of this Agreement and the Executive's Employment set forth in paragraph 3, above:

(a)

This Agreement and the Executive's Employment may be terminated without Cause on notice by Thompson Creek to the Executive, in which case Thompson Creek shall pay the Executive, within sixty days of the Executive's Termination: a lump sum equal to 24 months' base salary ("Without Cause Payment") in effect on the date that the notice of the Termination is given (the "Notice Date"); plus the Retention Payment and Severance Payment as provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the Notice Date; plus a prorated bonus payment based on actual company performance; plus a lump sum equivalent of 24 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all of which amounts are less required withholdings.



(b)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date, notwithstanding the provisions of any agreement or plan.



(c)

Upon Termination of the Executive's Employment pursuant to this paragraph 12, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to twenty-four (24) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and

9

assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.

(d)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 12, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the second anniversary of the Executive's Termination date.



(e)

The Executive shall only be paid the payments provided for in this paragraph 12 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made pursuant to this paragraph 12.



(f)

The Parties agree that any payment to the Executive pursuant to this paragraph 12 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(g)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(h)

Notwithstanding paragraph 14, if the Executive receives the payments provided for in this paragraph 12, the Executive is not entitled to any payments pursuant to paragraph 14.

RESIGNATION/RETIREMENT

        13.   Subject to paragraph 14, this Agreement and the Executive's Employment may be terminated on notice by the Executive to Thompson Creek by giving ninety (90) days' written notice.

CHANGE OF CONTROL

14.

(a)    If at any time during the term of this Agreement there is a Change of Control and within 120 days of such Change of Control, the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice, which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within 120 days of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below. Provided, however, the Executive shall not be entitled pursuant to this paragraph (a) to receive what is set forth in paragraph (c) below if the discussions or negotiations that led to or resulted in a Change of Control (within the meaning of paragraphs (b), (c), (d) or (e) of the definition of Change of Control above) were initiated for the purpose of effectuating such a Change of Control by Thompson Creek or any of its Affiliates or any of their respective advisors acting at the direction of Thompson Creek or any of its Affiliates; in such event, if the Executive elects to terminate this Agreement and his Employment within the 120-day period set forth above, such Termination of Employment will be governed by paragraph 13.

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(b)

If at any time during the term of this Agreement there is any Change of Control and within twelve (12) months of such Change of Control (or in anticipation of a Change of Control), Thompson Creek gives written notice of termination of this Agreement and the Executive's Employment for any reason other than Cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within twelve (12) months of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below.



(c)

Subject to paragraphs (a) and (b) above, the Executive shall be entitled to receive from Thompson Creek within sixty (60) days of Termination of the Executive's Employment the following:



(i)

a lump sum equal to 36 months' base salary ("Change of Control Payment") in effect on the date of the Executive's Termination; plus the Retention and Severance Payment as provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the date of the Executive's Termination; plus a prorated bonus payment if such payment is provided for in accordance with the Performance Bonus Guidelines, as they may be amended from time to time; plus a lump sum equivalent of 36 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all amounts of which are less required withholdings.



(ii)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 36 months following the date on which Thompson Creek gives notice under paragraph 14(b) or the Executive advises Thompson Creek of his election under paragraph 14(a) or 14(b), as the case may be, (the "Change Notice Date"), shall vest on the Change Notice Date and shall remain exercisable until the earlier of (A) the termination date of such option or (B) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.



(iii)

Upon Termination of the Executive's Employment pursuant to this paragraph 14, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to thirty-six (36) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 36), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.

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(iv)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 14, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the third anniversary of the Executive's Termination date.



(v)

The Executive shall only be paid the payments provided for in this paragraph 14 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, payment shall not vest and shall not be paid to Executive and no payments shall be made pursuant to this paragraph 14.



(vi)

The Parties agree that any payment to the Executive pursuant to this paragraph 14 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(vii)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(viii)

Notwithstanding paragraph 12, if the Executive receives the payments provided for in this paragraph 14, the Executive is not entitled to any payments pursuant to paragraph 12.

DISABILITY

        15.   If the Executive suffers a physical or mental impairment that renders the Executive unable to perform the essential functions of the Executive's position, Thompson Creek may deem Executive's Employment and this Agreement to have been Terminated, consistent with applicable law. The Executive's eligibility for long-term disability and other such benefits, if any, will be determined pursuant to the applicable benefit plans or programs and/or applicable law. The Executive shall be paid for any unused vacation, a Retention Payment and a Severance Payment in accordance with paragraph 7; and the Executive shall be paid a pro-rated bonus payment if a bonus otherwise would have been awarded to the Executive had he remained employed, with payment to be made at the time the bonus would have been paid to Executive had he remained employed.

DEATH

        16.   Should this Agreement and the Executive's Employment Terminate by virtue of the Executive's death, a pro-rated bonus shall be paid to the Executive's beneficiary, as designated by the Executive, if a bonus otherwise would have been awarded to the Executive had he not died, with payment to be made at the time the bonus would have been paid to Executive had he remained employed. The only other payments due to the Executive's beneficiary shall be for any unused vacation, a Retention Payment and a Severance Payment in accordance with paragraph 7, and as otherwise required by law.

SEVERABILITY

        17.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be modified to the extent necessary to make it enforceable, or if not possible, will be severed from this Agreement.

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GOVERNING LAW

        18.   This Agreement shall be governed by and shall be considered, interpreted and enforced in accordance with the laws of Colorado, except and only to the extent that specific laws of Canada are referenced in this Agreement. The Executive hereby agrees to the exclusive jurisdiction of the courts of Colorado in the event of a dispute between Thompson Creek and the Executive.

HEIRS/SUCCESSORS BOUND

        19.   This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, administrators, executors, successors and assigns as appropriate. Thompson Creek or its Affiliates, including its Parent, will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of Thompson Creek to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thompson Creek would be required to perform it if no such succession had taken place, provided that, if the Executive agrees, an express agreement may not be required if such results by operation of law. Failure of Thompson Creek to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Thompson Creek at the same amount and on the same terms as the Executive would be entitled hereunder pursuant to paragraph 14 as if such succession had not occurred, except that for purposes of implementing the foregoing, the date of which any such succession becomes effective shall be deemed the date of Termination of the Executive's employment.

ASSIGNMENT

        20.   This Agreement is not assignable by either Party without the consent in writing of the other Party, which consent may be unreasonably withheld, provided that Thompson Creek shall be entitled to assign this Agreement, without the Executive's consent, to an Affiliate of Thompson Creek, including the Parent, provided the Affiliate offers comparable employment and there is not material prejudice, including diminution of responsibilities, to the Executive by reason of such assignment.

ENTIRE AGREEMENT

        21.   As of its date of execution below, this Agreement amends and restates the December 1, 2006 original version of this Employment Agreement, the September 3, 2004 Bonus Letter, and the December 19, 2008 Amendment Letter, and supersedes all other agreements, whether written or oral, express or implied, between the Parties, and constitutes the entire and sole agreement between the Parties; provided that, to the extent the Parties shall enter into a separate indemnification agreement, such indemnification agreement shall be incorporated into and form part of this Agreement. The Parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement. The Executive further acknowledges and agrees that while the December 1, 2006 Employment Agreement was with the Parent, this Amended and Restated Agreement is not with the Parent but is with Thompson Creek Metals Company USA as the Executive's sole and exclusive employer.

AMENDMENT

        22.   This Agreement may be amended only in writing signed by the Parties and witnessed.

HEADINGS

        23.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

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RECOURSE ON BREACH

        24.   The Executive acknowledges that damages would be an insufficient remedy for a breach of this Agreement and agrees that Thompson Creek and the Parent may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement or to enforce the covenants contained herein, and, in particular, the covenants contained in paragraph 6 herein, in addition to rights Thompson Creek and the Parent may have to damages arising from said breach or threat of breach. The Executive hereby waives any defenses the Executive may or can have to strict enforcement of this Agreement by Thompson Creek and the Parent. Furthermore, the Executive acknowledges and agrees that the Executive's obligations to Thompson Creek and its Affiliates, including the Parent, under this Agreement are material to Thompson Creek's willingness to provide Termination and other benefits to the Executive and, without prejudice to any other rights Thompson Creek and the Parent may have, a breach by the Executive of such obligations will constitute cause for Thompson Creek or the Parent to cease making any payments and providing such other benefits.

INDEPENDENT LEGAL ADVICE

        25.   The Executive agrees that the Executive has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

NOTICE

        26.   Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Thompson Creek, to:

Thompson Creek Metals Company USA
Attn: Lead Director, Board of Directors
26 West Dry Creek Circle, Suite 810
Littleton, Colorado 80120
U.S.A.

with a copy (which shall not constitute notice hereunder) to:

Davis Graham & Stubbs LLP
Attn: Janet Savage, Esq.
1550 17^th Street, Suite 500
Denver, Colorado 80202
U.S.A.

(b)

in the case of the Executive, to the last address on file with Thompson Creek

or at such other address as the Party to whom such writing is to be given shall provide in writing to the Party giving the said notice. Any notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

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ACKNOWLEDGEMENTS

        27.   By accepting continued employment with Thompson Creek, the Executive consents to Thompson Creek collecting, using and disclosing the Executive's personal information for purposes relating to the maintenance of the employment relationship. The purposes of Thompson Creek's collection, use and disclosure include, but are not limited to:

(a)

ensuring that the Executive is properly remunerated for the Executive's services to Thompson Creek which shall include disclosure to third party payroll providers;



(b)

administering and/or facilitating the provision of any benefits to which the Executive is or may become entitled, including bonuses, benefits, pensions, registered retirement savings plan, short, medium and long-term incentive plans; this shall include the disclosure of the Executive's personal information to Thompson Creek's third party service providers and administrators;



(c)

ensuring that Thompson Creek and its Affiliates, including the Parent, are able to comply with any regulatory, reporting and withholding requirements relating to the Executive's employment;



(d)

performance and promotion;



(e)

monitoring the Executive's access to and use of Thompson Creek's electronic media services in order to ensure that the use of such services is in compliance with Thompson Creek's Policies and is not in violation of any applicable laws;



(f)

complying with Thompson Creek's and its Affiliates', including the Parent's, obligations to report improper or illegal conduct by any director, officer, employee or agent of Thompson Creek or its Affiliates, including the Parent, under any applicable securities, criminal or other law, which may include reporting conduct of the Executive;



(g)

allowing a potential purchaser of the shares or assets of Thompson Creek or its Affiliates, including the Parent, to conduct due diligence with respect to employment obligations of Thompson Creek, subject to compliance with the treatment of such information as required by applicable legislation respecting privacy; and



(h)

any other purpose for which the Executive is given notice and which is reasonably related to the maintenance of the Executive's employment relationship.

GUARANTEE OF PAYMENT

        28.   In the event Thompson Creek is unable to meet its financial obligations under the terms of this Agreement, the Parent agrees to assume such obligations to the extent owing and not satisfied. Such guarantee is not intended to and does not increase the amount of any obligations under the terms of this Agreement. Notwithstanding any other provision in this Agreement, Executive shall not be a compensated employee of the Parent by virtue of this Agreement.

SURVIVAL

        29.   Paragraphs 6, 17, 18, 21, 24, 28, and 29 shall survive the Termination of this Agreement and the Executive's Employment and shall continue in full force and effect according to their terms.

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        IN WITNESS WHEREOF the Parties hereto have duly executed this Amended and Restated Employment Agreement.

THOMPSON CREEK METALS COMPANY USA	KEVIN LOUGHREY
/s/ Timothy J. Haddon Signature	/s/ Kevin Loughrey Signature
12-30-09 Date	12-30-09 Date
THOMPSON CREEK METALS COMPANY INC. AS TO THE GUARANTEE ONLY IN PARAGRAPH 28
/s/ Timothy J. Haddon Signature
01-03-2010 Date
SIGNED in the presence of:	SIGNED in the presence of:
Witness	/s/ Janette Bush Witness
Date	12-30-2009 Date

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EXHIBIT A
CONFIDENTIAL WAIVER AND RELEASE AGREEMENT

        This Confidential Waiver and Release Agreement ("Agreement") is entered into between Kevin Loughrey ("Executive") and Thompson Creek Metals Company USA ("Thompson Creek"). For the purpose of this Agreement, the term "Thompson Creek" includes any company or affiliate related to Thompson Creek Metals Company USA, in the past or present, including but not limited to Thompson Creek Metals Company Inc.; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of Thompson Creek; any present or past executive or employee benefit plan sponsored by Thompson Creek and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan; and any person who acted on behalf of Thompson Creek or on instruction from Thompson Creek.

        Executive and Thompson Creek agree as follows:

1.    Executive's Termination of Employment.    Executive's employment with Thompson Creek was terminated effective                , 20    .

2.    Executive's Continuing Obligations to Thompson Creek and Agreement Not to Disparage Thompson Creek.    Executive acknowledges and agrees that Executive has, and will abide by, continuing obligations to Thompson Creek, including the obligations set forth in Executive's Amended and Restated Employment Agreement.

        Executive further acknowledges and agrees that by reason of Executive's position with Thompson Creek, Executive was given access to confidential information, including trade secret information, with respect to the business affairs of Thompson Creek. Executive represents that Executive has held all such information confidential and will continue to do so. Executive has not retained any confidential information or documents, including but not limited to trade secret information, obtained as a result of or in connection with Executive's employment. Further, Executive will not defame, slander or otherwise disparage Thompson Creek, its business, or its representatives.

3.    Consideration for Executive.    Executive acknowledges and agrees that Thompson Creek has paid Executive all amounts, and has provided Executive with all benefits, to which Executive is entitled through and including the date that Executive executes this Agreement, and that Executive is not entitled to any further payments or benefits, other than as set forth below.

        Thompson Creek will provide Executive with the following additional specified items as consideration in exchange for this Agreement, including Executive's waiver and release of Thompson Creek:

        (a)   Upon Executive's execution of this Agreement and upon expiration of the time period for revocation set forth in paragraph 11(e) below, Thompson Creek will provide Executive with: [set forth applicable consideration, if any, provided for in the Amended and Restated Employment Agreement, depending on the nature of Executive's termination (e.g., retirement, without cause, change of control, etc.)]

        (b)   Notwithstanding any other provision in this Agreement, if (i) on the date of termination of Executive's employment with Thompson Creek, any of Thompson Creek's stock is publicly traded on an established securities market or otherwise (within the meaning of U.S. Internal Revenue Code section 409A(a)(2)(B)(i)), and (ii) as a result of such termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (i) six (6) months after Executive's termination date, (ii) Executive's

17

death or (iii) such other date as will not result in such payment being subject to Code section 409A sanctions.

        (c)   It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.

        (d)   Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.

        (e)   Executive will indemnify and hold Thompson Creek harmless from any costs, liability or expense, including reasonable attorney's fees, arising from the taxation, if any, of any amounts received by Executive pursuant to this Agreement, including but not limited to any penalties or administrative expenses.

        4.    Executive Waiver and Release of Thompson Creek.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Thompson Creek relating in any way to Executive's employment or termination of employment with Thompson Creek.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf.

5.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) continue group health insurance coverage pursuant to applicable law; (b) receive any benefits in which Executive may have vested in under any retirement plan; (c) make any claim for unemployment benefits; (d) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (e) file an administrative charge with the

18

Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); (f) to make any claim under workers' compensation; or (g) to make any other claim that cannot be released by law.

6.    Confidentiality of Agreement.    Executive agrees to keep this Agreement confidential and will not communicate the terms of this Agreement, the facts or circumstances giving rise to this Agreement, or the fact that such Agreement exists, to any third party except, as necessary, Executive's immediate family, accountants, or legal or financial advisors, provided that they agree to be bound by this paragraph 6, or otherwise as required by law or court order.

7.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

8.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

9.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

10.    Entire Agreement.    Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive's employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agreement.

11.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

        (a)   Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.

        (b)   Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Thompson Creek arising on or before the date of the Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.

        (c)   EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.

        (d)   Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be

19

Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.

        (e)   Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Lead Director, Board of Directors, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Agreement if Executive revokes it, and in any event, Executive will not receive any payment until after the seven (7) day revocation period has expired.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

	EXECUTIVE
DATED:	Kevin Loughrey
	THOMPSON CREEK METAL COMPANY USA
DATED:

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WAIVER AND RELEASE AGREEMENT

        This Waiver and Release Agreement ("Agreement") is entered into between Kevin Loughrey ("Executive") and Thompson Creek Metals Company Inc. ("Parent") and Thompson Creek Metals Company USA ("U.S. Subsidary"). For the purpose of this Agreement, the term "Thompson Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to the Parent or the U.S. Subsidiary, in the past or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the U.S. Subsidiary, or any other company or affiliate; any present or past executive or employee benefit plan sponsored by the Parent, the U.S. Subsidiary, or any other company or affiliate and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the Parent, the U.S. Subsidiary or any other company or affiliate.

        Executive and Parent and U.S. Subsidiary agree as follows:

1.    Consideration for Executive.    The Executive is being offered continued employment with the U.S. Subsidiary, as well as valuable consideration supporting such continued employment as set forth in the Executive's Amended and Restated Employment Agreement, and the Executive acknowledges that the sum of $1.00 along with such continued employment and consideration supporting such continued employment is good and adequate consideration in exchange for this Agreement.

2.    Executive Waiver and Release.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Parent, U.S. Subsidiary and Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Parent, U.S. Subsidiary or Thompson Creek relating in any way to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to, as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Parent, U.S. Employer, and/or Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf, including but not limited to any claim by Executive that Executive was jointly employed by Parent and U.S. Subsidiary.

3.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (b) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Parent, U.S. Subsidiary and/or Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); or (c) to make any other claim that cannot be released by law.

4.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

5.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

6.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

7.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 1 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Parent or U.S. Subsidiary or Thompson Creek arising on or before the date of the Agreement as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.



(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation

will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Lead Director, Board of Directors, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

		EXECUTIVE
DATED:	1-7-10	/s/ Kevin Loughrey Kevin Loughrey
		THOMPSON CREEK METAL COMPANY USA
DATED:	1-11-2010	/s/ Timothy J. Haddon Signature
		THOMPSON CREEK METALS COMPANY INC.
DATED:	1-11-2010	/s/ Timothy J. Haddon Signature

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.3

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Exhibit 10.3

EMPLOYMENT AGREEMENT

        This Employment Agreement ("Agreement") is made between THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of the Colorado ("Thompson Creek"), and S. SCOTT SHELLHAAS ("Executive").

        WHEREAS Thompson Creek wishes to employ the Executive and the Executive wishes to be employed by Thompson Creek in connection with the operation of the business carried on by Thompson Creek and the Parent (the "Business").

        NOW THEREFORE IN CONSIDERATION OF the covenants and agreements contained in this Agreement, and other good and valuable consideration including the Executive's Employment with Thompson Creek, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the Board of Directors of the Parent from time to time.

        "Cause" shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of Thompson Creek or any of its Affiliates, including the Parent, in any material respect; or



(b)

has committed an act of fraud or material dishonesty in connection with his Employment or the Business; or



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches his duties under this Agreement, including without limitation the provisions of paragraph 6 or the Policies; or



(e)

otherwise engages in conduct that is deemed to constitute cause under common law.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any Person, entity or group of Persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Parent which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Securities Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Parent's outstanding Voting Securities which may be cast to elect directors of the Parent or the successor corporation (regardless of whether a meeting has been called to elect directors);

(c)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Parent shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Parent shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Parent and its subsidiaries as of the end of the most recently completed financial year of the Parent or (ii) which during the most recently completed financial year of the Parent generated, or during the then current financial year of the Parent are expected to generate, more than 50% of the consolidated operating income or cash flow of Parent and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Parent), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;



(e)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Parent:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking:



a.

to adjudicate it as bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors; or



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or



(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Parent, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Common Shares" means the common shares in the capital of the Parent.

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        "Continuing Director" means either:

(a)

an individual who is a member of the Board on the date this Agreement is executed by the Parties; or



(b)

an individual who becomes a member of the Board, subsequent to the date this Agreement is executed by the Parties, with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Parent" means Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Policies" mean the Thompson Creek Code of Conduct, which includes the Code of Ethics and Business Practices, Standards of Conduct, Environmental, Health and Safety Policy, Insider Trading, Confidentiality and Disclosure Policy, Antitrust Guidelines, and Whistleblower Policy, and all other Thompson Creek policies and procedures, all of which are incorporated by reference in and form part of this Agreement, and including such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Termination" or "Termination of Employment" or "Termination of the Executive's Employment" or any similar variation thereof shall, for purposes of any payment to be made to Executive, be interpreted to mean "separation from service" within the meaning provided under Treasury Regulation section 1.409A-1(h); provided, however, that the use of the term "Termination" does not mean that any payment is necessarily due to the Executive.

        "Treasury Regulation" means a regulation issued under the Code.

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive:

(a)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;



(b)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(c)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(d)

a material change in the hours during or location at which the Executive is regularly required to carry out the terms of his Employment, or a material increase in the amount of travel the Executive is required to conduct as described in paragraph 5.

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AGREEMENT TO EMPLOY

        2.     Thompson Creek agrees to employ the Executive in connection with the Business on the terms and conditions set out herein and the Executive agrees to accept Employment on such terms.

TERM

        3.     The term of this Agreement and the Executive's Employment shall be for an indefinite period, provided that:

(a)

Thompson Creek may terminate this Agreement and the Executive's Employment at any time as set out in paragraphs 15 (With Cause), 16 (Without Cause) and 19 (Disability) hereof;



(b)

the Executive may terminate this Agreement and the Executive's Employment at any time as set out in paragraph 18 (Resignation/Retirement) hereof;



(c)

Thompson Creek or the Executive may terminate this Agreement and the Executive's Employment upon the occurrence of a Change of Control as set out in paragraph 17 (Change of Control) hereof; or



(d)

this Agreement and the Executive's Employment are automatically terminated when the Executive dies as set out in paragraph 20 (Death) hereof.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Vice President and Chief Operating Officer and shall perform such duties and assume such responsibilities inherent in and consonant with his position as an executive of Thompson Creek, and further will perform such reasonable additional duties and responsibilities as the Chief Executive Officer may require and assign to him including serving as an officer of Affiliates, including the Parent, of Thompson Creek at no additional compensation. The Executive shall report to the Chief Executive Officer of Thompson Creek. The Executive's regular place of Employment shall be Thompson Creek's offices in Littleton, Colorado.

        5.     The Executive shall at all times act in compliance with the Policies, and be committed to safety and his contribution to Thompson Creek and its Affiliates, including the Parent, as a whole. The Executive acknowledges that his Employment will entail frequent travel to places including where the Parent and its Affiliates have operations, other than his regular place of Employment.

CONFLICT OF INTEREST/DUTY OF LOYALTY

6.

(a)    The Executive agrees to devote all of his working time during his Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company, firm or Person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Chief Executive Officer.

(b)

If Thompson Creek determines that the Executive is in breach of this provision and such breach is capable of cure, it shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10-day period shall constitute Cause for Termination of the Executive's Employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for Termination of the Executive's Employment for Cause.

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CONFIDENTIALITY AND NON-SOLICITATION

7.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any Person, company or firm, directly or indirectly, during or after his Employment by Thompson Creek except as reasonably necessary to carry out his Employment duties or as otherwise authorized in writing by the Chief Executive Officer or the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Business, whether or not those interests conflict with the interests of the Business, during or after his Employment by Thompson Creek. The Executive agrees that all trade secrets, trade names, financial information, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of his Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Thompson Creek whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with Thompson Creek that he will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of Thompson Creek, either directly or indirectly solicit (for the purposes of enticing away from Thompson Creek or its Affiliates), interfere with or endeavor to entice away from Thompson Creek or its Affiliates any customer, supplier or employee of or consultant to Thompson Creek or its Affiliates.

REMUNERATION

        8.     The Executive shall be remunerated as follows during the term of this Agreement:

(a)

initial base salary of US $308,500 per annum payable bi-weekly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and Thompson Creek or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(b)

all benefits generally provided to executives of Thompson Creek effective as of the date of this Agreement, or such other benefits that may be generally provided to executives of Thompson Creek from time to time on terms determined by the Board or its designee, subject to the regular eligibility requirements with respect to each of such benefit plans or programs;



(c)

an annual premium for basic life and accidental death and dismemberment insurance for coverage in the amount of $250,000; and



(d)

five (5) weeks of vacation earned each year (hereinafter referred to as his "Vacation Year"); provided, however, during the Executive's first partial year of Employment, Executive shall have two weeks and one day of vacation, representing a pro-rated amount of vacation, and his Vacation Year shall commence on August 10, 2009 and shall end on December 31, 2010. Thereafter, the Executive's Vacation Year shall commence on January 1 and end on December 31 of the same year. Vacation must be taken in the Vacation Year in which it is earned. If less than two weeks of vacation are taken in any Vacation Year, then two weeks of unused vacation time from that Vacation Year shall be carried forward into the next Vacation Year; provided, however, Executive shall never have more than seven (7) weeks of vacation in Executive's vacation bank. All other unused vacation shall be forfeited. Executive shall be paid upon Termination of Employment for any unused vacation then existing in his vacation bank, but shall not be paid for vacation that was previously forfeited.



(e)

If the Executive's Employment is terminated without Cause pursuant to paragraph 16, due to retirement at age 62 or older pursuant to paragraph 18, due to a Change of Control pursuant

5

to paragraph 17, due to disability pursuant to paragraph 19, or due to death pursuant to paragraph 20, the Executive shall be paid the equivalent of four weeks of base salary at the Executive's then existing base salary multiplied by the number of years that the Executive has been employed by Thompson Creek (the "Severance Payment"). Any Employment for a portion of a year will entitle the Executive to a prorated amount for that year. The Severance Payment shall be paid within sixty days of the Executive's Termination of Employment. The Executive shall only be paid the Severance Payment if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within sixty days of Termination of Employment, the Severance Payment shall not be paid to Executive. If Executive is terminated for Cause pursuant to paragraph 15, or resigns pursuant to paragraph 18 (other than a retirement at age 62 or older), no Severance Payment shall be paid to Executive.

        9.     The Executive shall be eligible to participate in the Parent's Performance Bonus Plan, as it may be amended from time to time at the sole discretion of the Parent; provided, however, that if there is a bonus awarded for 2009, Executive's bonus payment will be pro-rated from August 10, 2009.

        10.   The Executive shall be entitled to participate in the Thompson Creek Metals Company Inc. Amended Incentive Stock Option Plan, as it may be amended from time to time. The Executive may be granted stock options to acquire Common Shares of the Parent under the Plan in such amounts as approved by, and at the sole discretion of, the Board from time to time.

        11.   Pursuant to the Parent's Long Term Incentive Plan, when and if it is promulgated, and as it may be amended from time to time, the Executive may be granted from time to time, at the sole discretion of the Board, any form of compensation permitted under the Long Term Incentive Plan.

        12.   All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income and payroll taxes.

13.

(a)    Notwithstanding any other provision in this Agreement, if (i) on the date of Termination of Executive's Employment with Thompson Creek, any of the Parent's stock is publicly traded on an established securities market or otherwise (within the meaning of Code section 409A(a)(2)(B)(i)), and (ii) as a result of such Termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to Code section 409A(a) as a result of the application of Code section 409A(a)(2)(B)(i), then such payment shall be payable on the date that is the earliest of (x) six (6) months after Executive's Termination date, (y) Executive's death or (z) such other date as will not result in such payment being subject to Code section 409A sanctions.

(b)

It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Code section 409A. Each amount to be paid or benefit to be provided to Executive shall be construed as a separate payment for purposes of Code section 409A to the fullest extent permitted therein. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.

(c)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.

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REIMBURSEMENT OF EXPENSES

        14.   All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Thompson Creek.

TERMINATION BY EMPLOYER WITH CAUSE

        15.   This Agreement and the Executive's Employment may be terminated by Thompson Creek summarily and without notice, and without payment of any performance bonus, Severance Payment, Without Cause Payment, Change of Control Payment, benefits, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 8 and except as otherwise required by law, in the event that there is Cause for Termination of the Executive's Employment.

TERMINATION BY EMPLOYER WITHOUT CAUSE

        16.   Despite the Term of this Agreement and the Executive's Employment set forth in paragraph 3:

(a)

This Agreement and the Executive's Employment may be terminated without Cause on notice by Thompson Creek to the Executive, in which case Thompson Creek shall pay the Executive, within sixty days of the Executive's Termination: a lump sum equal to 24 months' base salary (the "Without Cause Payment") in effect on the date that the notice of Termination is given ("Notice Date"); plus the Severance Payment as provided for in paragraph 8; plus accrued but unused vacation as of the Notice Date; plus a prorated bonus payment based on actual company performance; plus a lump sum equivalent of 24 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all of which amounts are less required withholdings.



(b)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date notwithstanding the provisions of any agreement or plan.



(c)

Upon Termination of the Executive's Employment pursuant to this paragraph 16, Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to twenty-four (24) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.

7

(d)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 16, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the second anniversary of the Executive's Termination date.



(e)

The Executive shall only be paid the payments provided for in this paragraph 16 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made to Executive pursuant to this paragraph 16.



(f)

Notwithstanding paragraph 17, if the Executive receives the payments provided for in this paragraph 16, the Executive is not entitled to any payments pursuant to paragraph 17.

CHANGE OF CONTROL

17.

(a)    If at any time during the term of this Agreement there is a Change of Control and within 120 days of such Change of Control, the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice, which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within 120 days of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below. Provided, however, the Executive shall not be entitled pursuant to this paragraph (a) to receive what is set forth in paragraph (c) below if the discussions or negotiations that led to or resulted in a Change of Control (within the meaning of paragraphs (b), (c), (d) or (e) of the definition of Change of Control above) were initiated for the purpose of effectuating such a Change of Control by Thompson Creek or any of its Affiliates or any of their respective advisors acting at the direction of Thompson Creek or any of its Affiliates; in such event, if the Executive elects to terminate this Agreement and his Employment within the 120 day-period set forth above, such Termination of Employment will be governed by paragraph 18.

(b)

If at any time during the term of this Agreement there is any Change of Control and within twelve (12) months of such Change of Control (or in anticipation of a Change of Control), Thompson Creek gives written notice of termination of this Agreement and the Executive's Employment for any reason other than Cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within twelve (12) months of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below.

(c)

Subject to paragraphs (a) and (b) above, the Executive shall be entitled to receive from Thompson Creek within sixty (60) days of Termination of the Executive's Employment the following:

(i)

a lump sum equal to 36 months' base salary in effect on the date of the Executive's Termination (the "Change of Control Payment"); plus a Severance Payment pursuant to paragraph 8; plus any unused vacation then existing in the Executive's vacation bank upon Termination of Employment, but the Executive shall not be paid for vacation that was previously forfeited; plus a prorated bonus payment if such payment is provided for in accordance with the Performance Bonus Guidelines, as they may be amended from time

8

to time; plus a lump sum equivalent of 36 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all amounts of which are less required withholdings.

(ii)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 36 months following the date on which Thompson Creek gives notice to the Executive under paragraph 17(b) or the Executive gives notice to Thompson Creek of his election under paragraph 17(a) or (b), as the case may be, (the "Change Notice Date") shall vest on the Change Notice Date and shall remain exercisable until the earlier of (A) the termination date of such option or (B) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.



(iii)

Upon Termination of Executive's Employment pursuant to this paragraph 16, Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to thirty-six (36) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 36), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.



(iv)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 17, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the third anniversary of the Executive's Termination date.



(v)

The Executive shall only be paid the payments provided for in this paragraph 17 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, payment shall not vest and shall not be paid to Executive and no payments shall be made pursuant to this paragraph 17.



(vi)

Notwithstanding paragraph 16, if the Executive receives the payments provided for in this paragraph 17, the Executive is not entitled to any payments pursuant to paragraph 16.

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RESIGNATION/RETIREMENT

        18.   Subject to paragraph 17, this Agreement and the Executive's Employment may be terminated on notice by the Executive to Thompson Creek by giving ninety (90) days' written notice. Should the Executive terminate this Agreement and Executive's Employment, the Executive shall not be entitled to any performance bonus, Severance Payment, Without Cause Payment, Change of Control Payment, benefits, damages or any other payments or sums whatsoever, except for unused vacation as provided in paragraph 8 and except as otherwise required by law; provided, however, that should the Executive terminate this Agreement and the Executive's Employment pursuant to this paragraph 18, Thompson Creek in its sole discretion may designate an effective date of the Executive's Termination of Employment earlier than the 90^th day and shall pay the Executive the equivalent number of days base salary in lieu of notice. Such amount shall be payable upon Thompson Creek's next regularly scheduled payday.

        In addition, if the Executive has given ninety (90) days' written notice to Thompson Creek and the effective date of Executive's Termination is on a date on which the Executive is or will be age 62 or older, the Executive shall be paid, within sixty days of the Executive's Termination, a Severance Payment pursuant to paragraph 8, provided that the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, the Severance Payment shall not vest and shall not be paid to Executive. If Thompson Creek designates an effective date earlier than the date on which the Executive is or will be age 62 or older, such earlier effective date will not affect the Executive's eligibility to receive the Severance Payment.

DISABILITY

        19.   If the Executive suffers a physical or mental impairment that renders the Executive unable to perform the essential functions of the Executive's position, Thompson Creek may deem Executive's Employment and this Agreement to have been Terminated, consistent with applicable law. The Executive's eligibility for long-term disability and other such benefits, if any, will be determined pursuant to the applicable benefit plans or programs and/or applicable law. The Executive shall be paid for any unused vacation pursuant to paragraph 8. The Executive shall also be paid a pro-rated bonus upon Termination, if a bonus otherwise would have been awarded to the Executive had he remained employed, with payment to be made at the time the bonus would have been paid to Executive had he remained employed. The Executive shall also be paid, within sixty days of the Executive's Termination, a Severance Payment pursuant to paragraph 8, provided that the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, the Severance Payment shall not vest and shall not be paid to Executive.

DEATH

        20.   Should this Agreement and the Executive's Employment Terminate by virtue of the Executive's death, a pro-rated bonus shall be paid to the Executive's beneficiary, as designated by the Executive, if a bonus otherwise would have been awarded to the Executive had he not died, with payment to be made at the time the bonus would have been paid to Executive had he remained employed. The only other payments due to the Executive's beneficiary shall be for any earned compensation, any unused vacation and the Severance Payment as provided in paragraph 8, and as otherwise required by law.

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COOPERATION WITH RESPECT TO INVESTIGATIONS, CLAIMS OR LITIGATION.

        21.   During Executive's employment and at all times thereafter, should Thompson Creek become involved in any investigation, claim or litigation relating to or arising out of Executive's past, present, or future duties with Thompson Creek or with respect to any matters of which Executive has knowledge, Executive agrees to fully, truthfully and in good faith, cooperate with Thompson Creek with respect to such investigation, claim or litigation. Subject to the provisions of applicable law, and provided that such investigation, claim or litigation is not the result of the Executive engaging in business practices which qualify as Cause under this Agreement, Thompson Creek shall reimburse Executive for reasonable out-of-pocket expenses incurred to provide such cooperation, and shall provide hourly compensation at a rate not to exceed the equivalent hourly rate of Executive's base salary at Termination for each hour of Executive's time spent in such cooperation not including travel.

DETERMINATION OF BENEFITS UNDER CODE SECTION 280G

        22.   In the event that any payment or benefits received or to be received by Executive pursuant to this Agreement ("Benefits") would (a) constitute a "parachute payment" within the meaning of Code section 280G, and (b) but for this subsection, would be subject to the excise tax imposed by Code section 4999, or any comparable successor provisions (the "Excise Tax"), then the Benefits shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be taxable under the Excise Tax. To the extent Benefits need to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Thompson Creek to determine the benefits applicable under this paragraph.

SEVERABILITY

        23.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be modified to the extent necessary to make it enforceable, or if not possible, will be severed from this Agreement.

GOVERNING LAW

        24.   This Agreement shall be governed by and shall be considered, interpreted and enforced in accordance with the laws of Colorado, except and only to the extent that specific laws of Canada are referenced in this Agreement. The Executive hereby agrees to the exclusive jurisdiction of the courts of Colorado in the event of a dispute between Thompson Creek and the Executive.

ASSIGNMENT

        25.   This Agreement inures to the benefit of and is binding upon the Executive, as well as Thompson Creek, Parent, and the successors and/or assigns of each. Executive hereby consents to Thompson Creek's or Parent's assignment of any and all of its interests in this Agreement.

RECOURSE ON BREACH

        26.   The Executive acknowledges that damages would be an insufficient remedy for a breach of this Agreement and agrees that Thompson Creek and the Parent may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement or to enforce the covenants contained herein, and, in particular, the

11

covenants contained in paragraph 7 herein, in addition to rights Thompson Creek and the Parent may have to damages arising from said breach or threat of breach. The Executive hereby waives any defenses the Executive may or can have to strict enforcement of this Agreement by Thompson Creek and the Parent. Furthermore, the Executive acknowledges and agrees that the Executive's obligations to Thompson Creek and its Affiliates, including the Parent, under this Agreement are material to Thompson Creek's willingness to provide Termination and other benefits to the Executive and, without prejudice to any other rights Thompson Creek and the Parent may have, a breach by the Executive of such obligations will constitute cause for Thompson Creek or the Parent to cease making any payments and providing such other benefits.

WAIVER OF BREACH

        27.   The waiver by Thompson Creek of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the Executive.

HEADINGS

        28.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

INDEPENDENT LEGAL ADVICE

        29.   The Executive agrees that the Executive has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party. The Parties agree that no part of this Agreement should be construed against either Party on the basis of authorship.

NOTICE

        30.   Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Thompson Creek, to:

Thompson Creek Metals Company USA
Attn: Chief Executive Officer
26 West Dry Creek Circle, Suite 810
Littleton, Colorado 80120
U.S.A.

with a copy (which shall not constitute notice hereunder) to:

Davis Graham & Stubbs LLP
Attn: Janet Savage, Esq.
1550 17^th Street, Suite 500
Denver, Colorado 80202
U.S.A.

(b)

in the case of the Executive, to the last address on file with Thompson Creek:

or at such other address as the Party to whom such writing is to be given shall provide in writing to the Party giving the said notice. Any notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a

12

business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

ACKNOWLEDGEMENTS

        31.   By accepting employment with Thompson Creek, the Executive acknowledges and consents to:

(a)

Thompson Creek monitoring the Executive's access to and use of Thompson Creek's electronic media services (including but not limited telephones, computers, blackberries, and other electronic devices) in order to ensure that the use of such services is in compliance with Thompson Creek's Policies and is not in violation of any applicable laws. The Executive acknowledges and agrees that he has no expectation of privacy with respect to such services; and



(b)

The Executive complying with Thompson Creek's obligations to report improper or illegal conduct by any director, officer, employee or agent of Thompson Creek or its Affiliates, including the Parent, under any applicable securities, criminal or other law, which may include reporting conduct of the Executive.

GUARANTEE OF PAYMENT

        32.   In the event Thompson Creek is unable to meet its financial obligations under the terms of this Agreement, the Parent agrees to assume such obligations to the extent owing and not satisfied. Such guarantee is not intended to and does not increase the amount of any obligations under the terms of this Agreement. Notwithstanding any other provision in this Agreement, Executive shall not be a compensated employee of the Parent by virtue of this Agreement.

SURVIVAL

        33.   Paragraphs 7, 21, 22, 23, 24, 25, 26, 27, 32, 33, and 34 shall survive the Termination of this Agreement and the Executive's Employment and shall continue in full force and effect according to their terms.

ENTIRE AGREEMENT

        34.   As of its date of execution below, this Agreement supersedes all prior agreements, whether written or oral, express or implied between the Parties, including but not limited to the August 10, 2009 employment offer letter, and constitutes the entire agreement between the Parties; provided that, to the extent the Parties shall enter into a separate indemnification agreement, such indemnification agreement shall be incorporated into and form part of this Agreement. The Parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement.

AMENDMENT

        35.   This Agreement may be amended only in writing signed by the Parties.

13

        The Parties hereto have duly executed this Agreement.

THOMPSON CREEK METALS COMPANY USA.	S. SCOTT SHELLHAAS
/s/ Kevin Loughrey [NAME]	/s/ S. Scott Shellhaas Signature
12-30-09 Date	12-29-2009 Date
THOMPSON CREEK METALS COMPANY INC., ONLY AS TO THE GUARANTEE IN PARAGRAPH 32
Kevin Loughrey Kevin Loughrey
12-30-09 Date

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EXHIBIT A
CONFIDENTIAL WAIVER AND RELEASE AGREEMENT

        This Confidential Waiver and Release Agreement ("Agreement") is entered into between S. Scott Shellhaas ("Executive") and Thompson Creek Metals Company USA ("Thompson Creek"). For the purpose of this Agreement, the term "Thompson Creek" includes any company or affiliate related to Thompson Creek Metals Company USA, in the past or present, including but not limited to Thompson Creek Metals Company Inc.; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of Thompson Creek; any present or past executive or employee benefit plan sponsored by Thompson Creek and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan; and any person who acted on behalf of Thompson Creek or on instruction from Thompson Creek.

        Executive and Thompson Creek agree as follows:

        1.    Executive's Termination of Employment.    Executive's employment with Thompson Creek was terminated effective                     , 20      .

        2.    Executive's Continuing Obligations to Thompson Creek and Agreement Not to Disparage Thompson Creek.    Executive acknowledges and agrees that Executive has, and will abide by, continuing obligations to Thompson Creek, including the obligations set forth in Executive's Amended and Restated Employment Agreement.

        Executive further acknowledges and agrees that by reason of Executive's position with Thompson Creek, Executive was given access to confidential information, including trade secret information, with respect to the business affairs of Thompson Creek. Executive represents that Executive has held all such information confidential and will continue to do so. Executive has not retained any confidential information or documents, including but not limited to trade secret information, obtained as a result of or in connection with Executive's employment. Further, Executive will not defame, slander or otherwise disparage Thompson Creek, its business, or its representatives.

        3.    Consideration for Executive.    Executive acknowledges and agrees that Thompson Creek has paid Executive all amounts, and has provided Executive with all benefits, to which Executive is entitled through and including the date that Executive executes this Agreement, and that Executive is not entitled to any further payments or benefits, other than as set forth below.

        Thompson Creek will provide Executive with the following additional specified items as consideration in exchange for this Agreement, including Executive's waiver and release of Thompson Creek:

(a)

Upon Executive's execution of this Agreement and upon expiration of the time period for revocation set forth in paragraph 11(e) below, Thompson Creek will provide Executive with: [set forth applicable consideration provided for in the Amended and Restated Employment Agreement, depending on the nature of Executive's termination (e.g., retirement, without cause, change of control, etc.)]

(b)

Notwithstanding any other provision in this Agreement, if (i) on the date of termination of Executive's employment with Thompson Creek, any of Thompson Creek's stock is publicly traded on an established securities market or otherwise (within the meaning of U.S. Internal Revenue Code section 409A(a)(2)(B)(i)), and (ii) as a result of such termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (i) six (6) months after Executive's termination

15

date, (ii) Executive's death or (iii) such other date as will not result in such payment being subject to Code section 409A sanctions.

(c)

It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.



(d)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.



(e)

Executive will indemnify and hold Thompson Creek harmless from any costs, liability or expense, including reasonable attorney's fees, arising from the taxation, if any, of any amounts received by Executive pursuant to this Agreement, including but not limited to any penalties or administrative expenses.

        4.    Executive Waiver and Release of Thompson Creek.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Thompson Creek relating in any way to Executive's employment or termination of employment with Thompson Creek.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf.

        5.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) continue group health insurance coverage pursuant to applicable law; (b) receive any benefits in which Executive may have vested in under any retirement plan; (c) make any claim for unemployment benefits; (d) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is

16

intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (e) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); (f) to make any claim under workers' compensation; or (g) to make any other claim that cannot be released by law.

        6.    Confidentiality of Agreement.    Executive agrees to keep this Agreement confidential and will not communicate the terms of this Agreement, the facts or circumstances giving rise to this Agreement, or the fact that such Agreement exists, to any third party except, as necessary, Executive's immediate family, accountants, or legal or financial advisors, provided that they agree to be bound by this paragraph 6, or otherwise as required by law or court order.

        7.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

        8.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

        9.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

        10.    Entire Agreement.    Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive's employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agreement.

        11.    Acknowledgements.    Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

EXECUTIVE HAS READ AND UNDERSTANDS THIS AGREEMENT AND IS ENTERING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Thompson Creek arising on or before the date of the Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.

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(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Agreement if Executive revokes it, and in any event, Executive will not receive any payment until after the seven (7) day revocation period has expired.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

		EXECUTIVE
DATED:	12/29/2009	/s/ S. Scott Shellhaas S. Scott Shellhaas
		THOMPSON CREEK METAL COMPANY USA
DATED:	12-30-09	/s/ Kevin Loughrey Signature
		THOMPSON CREEK METALS COMPANY INC.
DATED:	12-30-09	/s/ Kevin Loughrey Signature

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EMPLOYMENT AGREEMENT

EX-10.4

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Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED AGREEMENT ("Agreement") amends the August 4, 2008 EMPLOYMENT AGREEMENT and is made as of the date executed below

BETWEEN:

THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado
("Thompson Creek")

OF THE FIRST PART

- and -

PAMELA L. SAXTON, of Littleton, Colorado
(the "Executive")

OF THE SECOND PART

        WHEREAS Thompson Creek wishes to continue to employ the Executive and the Executive wishes to continue to be employed by Thompson Creek in connection with the continuing operation of the business carried on by Thompson Creek and the Parent (the "Business").

        AND WHEREAS Thompson Creek and the Executive wish to set out the terms of the Executive's Employment.

        NOW THEREFORE IN CONSIDERATION OF the payment of the sum of $1.00, the covenants and agreements contained in this Agreement, and other good and valuable consideration, including the Executive's continued Employment with Thompson Creek, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the Board of Directors of the Parent from time to time.

        "Cause" shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of Thompson Creek or any of its Affiliates, including the Parent, in any material respect; or



(b)

has committed an act of fraud or material dishonesty in connection with her Employment or the Business; or



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches her duties under this Agreement, including without limitation the provisions of paragraph 6 or the Policies; or



(e)

otherwise engages in conduct that is deemed to constitute cause under common law.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any Person, entity or group of Persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Parent which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Securities Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Parent's outstanding Voting Securities which may be cast to elect directors of the Parent or the successor corporation (regardless of whether a meeting has been called to elect directors);



(c)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Parent shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Parent shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Parent and its subsidiaries as of the end of the most recently completed financial year of the Parent or (ii) which during the most recently completed financial year of the Parent generated, or during the then current financial year of the Parent are expected to generate, more than 50% of the consolidated operating income or cash flow of the Parent and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Parent), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;



(e)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Parent:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking:



a.

to adjudicate it as bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors; or



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for

2

relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or

(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Parent, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Common Shares" means the common shares in the capital of the Parent.

        "Continuing Director" means either:

(a)

an individual who is a member of the Board on the date this Agreement is executed by the Parties; or



(b)

an individual who becomes a member of the Board subsequent to the date this Agreement is executed by the Parties, with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Parent" means Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Policies" mean the Thompson Creek Code of Conduct, which includes the Code of Ethics and Business Practices, Standards of Conduct, Environmental, Health and Safety Policy, Insider Trading, Confidentiality and Disclosure Policy, Antitrust Guidelines, and Whistleblower Policy, and all other Thompson Creek policies and procedures, all of which are incorporated by reference in and form part of this Agreement, and including such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Termination" or "Termination of Employment" or "Termination of the Executive's Employment" or any similar variation thereof shall, for purposes of any payment to be made to Executive, be interpreted to mean "separation from service" within the meaning provided under Treasury Regulation section 1.409A-1(h); provided, however, that the use of the term "Termination" does not mean that any payment is necessarily due to the Executive.

        "Treasury Regulation" means a regulation issued under the Code.

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive:

(a)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;

3

(b)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(c)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(d)

a material change in the hours during or location at which the Executive is regularly required to carry out the terms of her Employment, or a material increase in the amount of travel the Executive is required to conduct as described in paragraph 4.

AGREEMENT TO EMPLOY

        2.     Thompson Creek agrees to continue to employ the Executive in connection with the Business on the terms and conditions set out herein and the Executive agrees to continue such Employment on such terms.

TERM

        3.     The term of this Agreement and the Executive's Employment shall be for an indefinite period, provided that:

(a)

Thompson Creek may terminate this Agreement and the Executive's Employment at any time as set out in paragraphs 11 (With Cause), 12 (Without Cause) and 15 (Disability) hereof;



(b)

the Executive may terminate this Agreement and the Executive's Employment at any time as set out in paragraph 13 (Resignation/Retirement) hereof;



(c)

Thompson Creek or the Executive may terminate this Agreement and the Executive's Employment upon the occurrence of a Change of Control as set out in paragraph 14 (Change of Control) hereof; or



(d)

this Agreement and the Executive's Employment are automatically terminated when the Executive dies as set out in paragraph 16 (Death) hereof.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Chief Financial Officer and Vice President, Finance and shall perform such duties and assume such responsibilities inherent in and consonant with her position as an executive of Thompson Creek, and further will perform such reasonable additional duties and responsibilities as the Chief Executive Officer may require and assign to her including serving as an officer of Affiliates of Thompson Creek, including the Parent, at no additional compensation. The Executive shall report to the Chief Executive Officer of Thompson Creek. The Executive's regular place of Employment shall be Thompson Creek's offices in Littleton, Colorado. The Executive shall at all times act in compliance with the Policies, and be committed to safety and her contribution to Thompson Creek and its Affiliates, including the Parent, as a whole. The Executive acknowledges that her Employment will entail frequent travel to places, including where the Parent and its Affiliates have operations, other than her regular place of Employment.

CONFLICT OF INTEREST/DUTY OF LOYALTY

        5.     The Executive agrees to devote all of her working time during her Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company,

4

firm or Person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Chief Executive Officer. If the Board or the Chief Executive Officer determines that the Executive is in breach of this provision and such breach is capable of cure, the Board or the Chief Executive Officer shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10-day period shall constitute Cause for Termination of the Executive's Employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for Termination of the Executive's Employment for Cause.

CONFIDENTIALITY AND NON-SOLICITATION

6.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any Person, company or firm, directly or indirectly, during or after her Employment by Thompson Creek except as reasonably necessary to carry out her employment duties or as otherwise authorized in writing by the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for her own interests, or any interests other than those of the Business, whether or not those interests conflict with the interests of the Business, during or after her Employment by Thompson Creek. The Executive agrees that all trade secrets, trade names, financial information, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of her Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Thompson Creek whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with Thompson Creek that she will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of Thompson Creek, either directly or indirectly solicit (for the purposes of enticing away from Thompson Creek or its Affiliates), interfere with or endeavor to entice away from Thompson Creek or its Affiliates any customer, supplier or employee of or consultant to Thompson Creek or its Affiliates or any other Person in the habit of dealing with Thompson Creek or its Affiliates.

REMUNERATION

7.

(a)    The Executive shall be remunerated as follows during the term of this Agreement:

(i)

base salary, on the date this Agreement is executed by the Parties, of US$283,500 per annum payable bi-weekly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and Thompson Creek or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(ii)

an annual bonus as may be determined by the Compensation and Governance Committee of the Board in accordance with the Performance Bonus Guidelines, as they may be amended from time to time;



(iii)

all benefits generally provided to senior officers of Thompson Creek effective as of the date of this Agreement, or such other benefits that may be generally provided to senior officers of Thompson Creek from time to time on terms determined by the Board, including but not limited to long-term disability insurance and parking at the Executive's principal office of Employment as set out in paragraph 4, above, all of which are subject to regular eligibility requirements with respect to each such benefit plan or program;

5

(iv)

five (5) weeks of vacation annually. Vacation must be taken in the calendar year in which it is earned. If less than two weeks of vacation are taken in any calendar year, then two weeks of unused vacation from that calendar year may be carried forward into the next calendar year, and all other unused vacation shall be forfeited; provided, however, Executive shall never have more than seven (7) weeks of vacation in Executive's vacation bank. Executive shall be paid upon Termination of Employment for any unused vacation then existing in her vacation bank, but shall not be paid for vacation that was previously forfeited; and



(v)

an annual premium for basic life and accidental death and dismemberment insurance for coverage in the amount of $250,000.



(b)

All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income and payroll taxes.



(c)

Notwithstanding any other provision in this Agreement, if (i) on the date of Termination of Executive's Employment with Thompson Creek, any of the Parent's stock is publicly traded on an established securities market or otherwise (within the meaning of Code section 409A(a)(2)(B)(i)), and (ii) as a result of such Termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (x) six (6) months after Executive's Termination date, (y) Executive's death or (z) such other date as will not result in such payment being subject to Code section 409A sanctions.



(d)

If the Executive's Employment is terminated without Cause pursuant to paragraph 12, due to retirement at age 62 or older pursuant to paragraph 13, due to a Change of Control pursuant to paragraph 14, due to disability pursuant to paragraph 15, or due to death pursuant to paragraph 16, the Executive shall be paid the equivalent of four weeks of base salary at the Executive's then existing base salary multiplied by the number of years that the Executive has been employed by Thompson Creek (the "Severance Payment"). Any Employment for a portion of a year will entitle the Executive to a prorated amount for that year. The Severance Payment shall be paid within sixty days of the Executive's Termination of Employment. The Executive shall only be paid the Severance Payment if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within sixty days of Termination of Employment, the Severance Payment shall not be paid to Executive. If Executive is terminated for Cause pursuant to paragraph 11, or resigns pursuant to paragraph 13 (other than a retirement at age 62 or older), no Severance Payment shall be paid to Executive.



(e)

It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. Each amount to be paid or benefit to be provided to Executive shall be construed as a separate payment for purposes of Code section 409A to the fullest extent permitted therein. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.

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(f)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.



(g)

In the event that any payment or benefits received or to be received by Executive pursuant to this Agreement ("Benefits") would (a) constitute a "parachute payment" within the meaning of Code section 280G, and (b) but for this subsection, would be subject to the excise tax imposed by Code section 4999, or any comparable successor provisions (the "Excise Tax"), then the Benefits shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be taxable under the Excise Tax. To the extent Benefits need to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Thompson Creek to determine the benefits applicable under this provision.

        8.     The Executive shall be entitled to participate in the Thompson Creek Metals Company Inc. Amended Incentive Stock Option Plan, as it may be amended from time to time, and shall be granted stock options to acquire Common Shares of the Parent under the Plan in such amounts as approved by the Board from time to time.

        9.     Pursuant to the Parent's Long Term Incentive Plan, when and if it is promulgated, and as it may be amended from time to time, the Executive may be granted from time to time, at the sole discretion of the Board, any form of compensation permitted under the Long Term Incentive Plan.

REIMBURSEMENT OF EXPENSES

        10.   All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Thompson Creek.

TERMINATION BY EMPLOYER WITH CAUSE

        11.   This Agreement and the Executive's Employment may be terminated by Thompson Creek summarily and without notice, or payment in lieu of notice, and without payment of any annual bonus, benefits, Severance Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation pursuant to paragraph 7 and except as otherwise required by law, in the event that there is Cause for Termination of the Executive's Employment.

TERMINATION BY EMPLOYER WITHOUT CAUSE

        12.   Despite the Term of this Agreement and the Executive's Employment set forth in paragraph 3, above:

(a)

This Agreement and the Executive's Employment may be terminated without Cause on notice by Thompson Creek to the Executive, in which case Thompson Creek shall pay the Executive, within sixty days of the Executive's Termination: a lump sum equal to 24 months' base salary (the "Without Cause Payment") in effect on the date that the notice of Termination is given (the "Notice Date"); plus the Severance Payment as provided for in paragraph 7; plus accrued but unused vacation then existing in the Executive's vacation bank as of the Notice Date; plus

7

a prorated bonus payment based on actual company performance; plus a lump sum equivalent of 24 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all of which amounts are less required withholdings.

(b)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date, notwithstanding the provisions of any agreement or plan.



(c)

Upon Termination of the Executive's Employment pursuant to this paragraph 12, the Executive shall be entitled to elect to continue coverage for herself (and her eligible dependents who were receiving coverage immediately prior to Termination), for up to twenty-four (24) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.



(d)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 12, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the second anniversary of the Executive's Termination date.



(e)

The Executive shall only be paid the payments provided for in this paragraph 12 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made pursuant to this paragraph 12.



(f)

The Parties agree that any payment to the Executive pursuant to this paragraph 12 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(g)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(h)

Notwithstanding paragraph 14, if the Executive receives the payments provided for in this paragraph 12, the Executive is not entitled to any payments pursuant to paragraph 14.

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RESIGNATION/RETIREMENT

        13.   Subject to paragraph 14, this Agreement and the Executive's Employment may be terminated on notice by the Executive to Thompson Creek by giving ninety (90) days' written notice. Should the Executive terminate this Agreement and Executive's Employment, the Executive shall not be entitled to any annual bonus, benefits, Severance Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law; provided, however, that should the Executive terminate this Agreement and the Executive's Employment pursuant to this paragraph 13, Thompson Creek in its sole discretion may designate an effective date of the Executive's Termination of Employment earlier than the 90^th day and shall pay the Executive the equivalent number of days base salary in lieu of notice. Such amount shall be payable upon Thompson Creek's next regularly scheduled payday.

        In addition, if the Executive has given ninety (90) days' written notice to Thompson Creek and the effective date of Executive's Termination is on a date on which the Executive is or will be age 62 or older, the Executive shall be eligible for the Severance Payment provided for in paragraph 7, provided all other conditions are met, including the execution of a general release. If the Executive does not sign a general release within 60 days of Termination of Employment, the Severance Payment shall not vest and shall not be paid to Executive. If Thompson Creek designates an effective date earlier than the date on which the Executive is or will be age 62 or older, such earlier effective date will not affect the Executive's eligibility to receive the Severance Payment.

CHANGE OF CONTROL

14.

(a)    If at any time during the term of this Agreement there is a Change of Control and within 120 days of such Change of Control, the Executive elects to terminate this Agreement and her Employment by providing Thompson Creek with written notice, which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within 120 days of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below. Provided, however, the Executive shall not be entitled pursuant to this paragraph (a) to receive what is set forth in paragraph (c) below if the discussions or negotiations that led to or resulted in a Change of Control (within the meaning of paragraphs (b), (c), (d) or (e) of the definition of Change of Control above) were initiated for the purpose of effectuating such a Change of Control by Thompson Creek or any of its Affiliates or any of their respective advisors acting at the direction of Thompson Creek or any of its Affiliates; in such event, if the Executive elects to terminate this Agreement and her Employment within the 120 day-period set forth above, such Termination of Employment will be governed by paragraph 13.

(b)

If at any time during the term of this Agreement there is any Change of Control and within twelve (12) months of such Change of Control (or in anticipation of a Change of Control), Thompson Creek gives written notice of termination of this Agreement and the Executive's Employment for any reason other than Cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and her Employment by providing Thompson Creek with written notice which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within twelve (12) months of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below.

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(c)

Subject to paragraphs (a) and (b) above, the Executive shall be entitled to receive from Thompson Creek within sixty (60) days of Termination of the Executive's Employment the following:



(i)

a lump sum equal to 36 months' base salary (the "Change of Control Payment") in effect on the date of the Executive's Termination; plus the Severance Payment as provided for in paragraph 7; plus any unused vacation then existing in the Executive's vacation bank upon Termination of Employment, but the Executive shall not be paid for vacation that was previously forfeited; plus a prorated bonus payment if such payment is provided for in accordance with the Performance Bonus Guidelines, as they may be amended from time to time; plus a lump sum equivalent of 36 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all amounts of which are less required withholdings.



(ii)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 36 months following the date on which Thompson Creek gives notice to the Executive under paragraph 14(b) or the Executive gives notice to Thompson Creek of her election under paragraph 14(a) or (b), as the case may be, (the "Change Notice Date") shall vest on the Change Notice Date and shall remain exercisable until the earlier of (A) the termination date of such option or (B) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.



(iii)

Upon Termination of the Executive's Employment pursuant to this paragraph 14, the Executive shall be entitled to elect to continue coverage for herself (and her eligible dependents who were receiving coverage immediately prior to Termination), for up to thirty-six (36) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 36), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.



(iv)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 14, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the third anniversary of the Executive's Termination date.

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(v)

The Executive shall only be paid the payments provided for in this paragraph 14 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made pursuant to this paragraph 14.



(vi)

The Parties agree that any payment to the Executive pursuant to this paragraph 14 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(vii)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(viii)

Notwithstanding paragraph 12, if the Executive receives the payments provided for in this paragraph 14, the Executive is not entitled to any payments pursuant to paragraph 12.

DISABILITY

        15.   If the Executive suffers a physical or mental impairment that renders the Executive unable to perform the essential functions of the Executive's position, Thompson Creek may deem Executive's Employment and this Agreement to have been Terminated, consistent with applicable law. The Executive's eligibility for long-term disability and other such benefits, if any, will be determined pursuant to the applicable benefit plans or programs and/or applicable law. The Executive shall be paid for any unused vacation pursuant to paragraph 7. The Executive shall be paid a Severance Payment pursuant to paragraph 7, provided that the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, the Severance Payment shall not vest and shall not be paid to Executive. The Executive shall be paid a pro-rated bonus payment if a bonus otherwise would have been awarded to the Executive had she remained employed, with payment to be made at the time the bonus would have been paid to Executive had she remained employed.

DEATH

        16.   Should this Agreement and the Executive's Employment Terminate by virtue of the Executive's death, a pro-rated bonus shall be paid to the Executive's beneficiary, as designated by the Executive, if a bonus otherwise would have been awarded to the Executive had she not died, with payment to be made at the time the bonus would have been paid to Executive had she remained employed. The only other payments due to the Executive's beneficiary shall be for any earned compensation, and any unused vacation and a Severance Payment as provided in paragraph 7, and as otherwise required by law.

SEVERABILITY

        17.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be modified to the extent necessary to make it enforceable, or if not possible, will be severed from this Agreement.

GOVERNING LAW

        18.   This Agreement shall be governed by and shall be considered, interpreted and enforced in accordance with the laws of Colorado, except and only to the extent that specific laws of Canada are

11

referenced in this Agreement. The Executive hereby agrees to the exclusive jurisdiction of the courts of Colorado in the event of a dispute between Thompson Creek and the Executive.

HEIRS/SUCCESSORS BOUND

        19.   This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, administrators, executors, successors and assigns as appropriate. Thompson Creek or its Affiliates, including its Parent, will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of Thompson Creek to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thompson Creek would be required to perform it if no such succession had taken place, provided that, if the Executive agrees, an express agreement may not be required if such results by operation of law. Failure of Thompson Creek to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Thompson Creek at the same amount and on the same terms as the Executive would be entitled hereunder pursuant to paragraph 14 as if such succession had not occurred, except that for purposes of implementing the foregoing, the date of which any such succession becomes effective shall be deemed the date of Termination of the Executive's employment.

ASSIGNMENT

        20.   This Agreement is not assignable by either Party without the consent in writing of the other Party, which consent may be unreasonably withheld, provided that Thompson Creek shall be entitled to assign this Agreement, without the Executive's consent, to an Affiliate of Thompson Creek, including the Parent, provided the Affiliate offers comparable employment and there is not material prejudice, including diminution of responsibilities, to the Executive by reason of such assignment.

ENTIRE AGREEMENT

        21.   As of its date of execution below, this Agreement amends and restates the August 4, 2008 original version of this Employment Agreement and the December 19, 2008 Amendment Letter, and supersedes all other agreements, whether written or oral, express or implied, between the Parties, and constitutes the entire and sole agreement between the Parties; provided that, to the extent the Parties shall enter into a separate indemnification agreement, such indemnification agreement shall be incorporated into and form part of this Agreement. The Parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement. The Executive further acknowledges and agrees that while the August 4, 2008 Employment Agreement was with the Parent, this Amended and Restated Agreement is not with the Parent but is with Thompson Creek Metals Company USA as the Executive's sole and exclusive employer.

AMENDMENT

        22.   This Agreement may be amended only in writing signed by the Parties and witnessed.

HEADINGS

        23.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

RECOURSE ON BREACH

        24.   The Executive acknowledges that damages would be an insufficient remedy for a breach of this Agreement and agrees that Thompson Creek and the Parent may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of

12

breach of this Agreement or to enforce the covenants contained herein, and, in particular, the covenants contained in paragraph 6 herein, in addition to rights Thompson Creek and the Parent may have to damages arising from said breach or threat of breach. The Executive hereby waives any defenses the Executive may or can have to strict enforcement of this Agreement by Thompson Creek and the Parent. Furthermore, the Executive acknowledges and agrees that the Executive's obligations to Thompson Creek and its Affiliates, including the Parent, under this Agreement are material to Thompson Creek's willingness to provide Termination and other benefits to the Executive and, without prejudice to any other rights Thompson Creek and the Parent may have, a breach by the Executive of such obligations will constitute cause for Thompson Creek or the Parent to cease making any payments and providing such other benefits.

INDEPENDENT LEGAL ADVICE

        25.   The Executive agrees that the Executive has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

NOTICE

        26.   Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Thompson Creek, to:

Thompson Creek Metals Company USA
Attn: Chief Executive Officer
26 West Dry Creek Circle, Suite 810
Littleton, Colorado 80120
U.S.A.

with a copy (which shall not constitute notice hereunder) to:

Davis Graham & Stubbs LLP
Attn: Janet Savage, Esq.
1550 17^th Street, Suite 500
Denver, Colorado 80202
U.S.A.

(b)

in the case of the Executive, to the last address on file with Thompson Creek

or at such other address as the Party to whom such writing is to be given shall provide in writing to the Party giving the said notice. Any notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

13

ACKNOWLEDGEMENTS

        27.   By accepting continued employment with Thompson Creek, the Executive consents to Thompson Creek collecting, using and disclosing the Executive's personal information for purposes relating to the maintenance of the employment relationship. The purposes of Thompson Creek's collection, use and disclosure include, but are not limited to:

(a)

ensuring that the Executive is properly remunerated for the Executive's services to Thompson Creek which shall include disclosure to third party payroll providers;



(b)

administering and/or facilitating the provision of any benefits to which the Executive is or may become entitled, including bonuses, benefits, pensions, registered retirement savings plan, short, medium and long-term incentive plans; this shall include the disclosure of the Executive's personal information to Thompson Creek's third party service providers and administrators;



(c)

ensuring that Thompson Creek and its Affiliates, including the Parent, are able to comply with any regulatory, reporting and withholding requirements relating to the Executive's employment;



(d)

performance and promotion;



(e)

monitoring the Executive's access to and use of Thompson Creek's electronic media services in order to ensure that the use of such services is in compliance with Thompson Creek's Policies and is not in violation of any applicable laws;



(f)

complying with Thompson Creek's and its Affiliates', including the Parent's, obligations to report improper or illegal conduct by any director, officer, employee or agent of Thompson Creek, or its Affiliates, including the Parent, under any applicable securities, criminal or other law, which may include reporting conduct of the Executive;



(g)

allowing a potential purchaser of the shares or assets of Thompson Creek or its Affiliates, including the Parent, to conduct due diligence with respect to employment obligations of Thompson Creek, subject to compliance with the treatment of such information as required by applicable legislation respecting privacy; and



(h)

any other purpose for which the Executive is given notice and which is reasonably related to the maintenance of the Executive's employment relationship.

GUARANTEE OF PAYMENT

        28.   In the event Thompson Creek is unable to meet its financial obligations under the terms of this Agreement, the Parent agrees to assume such obligations to the extent owing and not satisfied. Such guarantee is not intended to and does not increase the amount of any obligations under the terms of this Agreement. Notwithstanding any other provision in this Agreement, Executive shall not be a compensated employee of the Parent by virtue of this Agreement.

SURVIVAL

        29.   Paragraphs 6, 17, 18, 21, 24, 28 and 29 shall survive the Termination of this Agreement and the Executive's Employment and shall continue in full force and effect according to their terms.

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        IN WITNESS WHEREOF the Parties hereto have executed this Amended and Restated Employment Agreement.

THOMPSON CREEK METALS COMPANY USA	PAMELA L. SAXTON
/s/ Kevin Loughrey Kevin Loughrey	/s/ Pamela L. Saxton Signature
12-30-09 Date	12-28-09 Date
THOMPSON CREEK METALS COMPANY INC. AS TO THE GUARANTEE ONLY IN PARAGRAPH 28
/s/ Kevin Loughrey Signature
12-30-09 Date
SIGNED IN THE PRESENCE OF:	SIGNED IN THE PRESENCE OF:
/s/ Janette Bush Witness	/s/ Janette Bush Witness
12-30-09 Date	12-28-09 Date

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EXHIBIT A

CONFIDENTIAL WAIVER AND RELEASE AGREEMENT

        This Confidential Waiver and Release Agreement ("Agreement") is entered into between Pamela L. Saxton ("Executive") and Thompson Creek Metals Company USA ("Thompson Creek"). For the purpose of this Agreement, the term "Thompson Creek" includes any company or affiliate related to Thompson Creek Metals Company USA, in the past or present, including but not limited to Thompson Creek Metals Company Inc.; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of Thompson Creek; any present or past executive or employee benefit plan sponsored by Thompson Creek and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan; and any person who acted on behalf of Thompson Creek or on instruction from Thompson Creek.

        Executive and Thompson Creek agree as follows:

        1.    Executive's Termination of Employment.    Executive's employment with Thompson Creek was terminated effective                     , 20      .

        2.    Executive's Continuing Obligations to Thompson Creek and Agreement Not to Disparage Thompson Creek.    Executive acknowledges and agrees that Executive has, and will abide by, continuing obligations to Thompson Creek, including the obligations set forth in Executive's Amended and Restated Employment Agreement.

        Executive further acknowledges and agrees that by reason of Executive's position with Thompson Creek, Executive was given access to confidential information, including trade secret information, with respect to the business affairs of Thompson Creek. Executive represents that Executive has held all such information confidential and will continue to do so. Executive has not retained any confidential information or documents, including but not limited to trade secret information, obtained as a result of or in connection with Executive's employment. Further, Executive will not defame, slander or otherwise disparage Thompson Creek, its business, or its representatives.

        3.    Consideration for Executive.    Executive acknowledges and agrees that Thompson Creek has paid Executive all amounts, and has provided Executive with all benefits, to which Executive is entitled through and including the date that Executive executes this Agreement, and that Executive is not entitled to any further payments or benefits, other than as set forth below.

        Thompson Creek will provide Executive with the following additional specified items as consideration in exchange for this Agreement, including Executive's waiver and release of Thompson Creek:

(a)

Upon Executive's execution of this Agreement and upon expiration of the time period for revocation set forth in paragraph 11(e) below, Thompson Creek will provide Executive with: [set forth applicable consideration, if any, provided for in the Amended and Restated Employment Agreement, depending on the nature of Executive's termination (e.g., retirement, without cause, change of control, etc.)]

(b)

Notwithstanding any other provision in this Agreement, if (i) on the date of termination of Executive's employment with Thompson Creek, any of Thompson Creek's stock is publicly traded on an established securities market or otherwise (within the meaning of U.S. Internal Revenue Code section 409A(a)(2)(B)(i)), and (ii) as a result of such termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (i) six (6) months after Executive's termination

16

date, (ii) Executive's death or (iii) such other date as will not result in such payment being subject to Code section 409A sanctions.

(c)

It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.



(d)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.



(e)

Executive will indemnify and hold Thompson Creek harmless from any costs, liability or expense, including reasonable attorney's fees, arising from the taxation, if any, of any amounts received by Executive pursuant to this Agreement, including but not limited to any penalties or administrative expenses.

        4.    Executive Waiver and Release of Thompson Creek.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Thompson Creek relating in any way to Executive's employment or termination of employment with Thompson Creek.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf.

        5.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) continue group health insurance coverage pursuant to applicable law; (b) receive any benefits in which Executive may have vested in under any retirement plan; (c) make any claim for unemployment benefits; (d) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is

17

intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (e) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); (f) to make any claim under workers' compensation; or (g) to make any other claim that cannot be released by law.

        6.    Confidentiality of Agreement.    Executive agrees to keep this Agreement confidential and will not communicate the terms of this Agreement, the facts or circumstances giving rise to this Agreement, or the fact that such Agreement exists, to any third party except, as necessary, Executive's immediate family, accountants, or legal or financial advisors, provided that they agree to be bound by this paragraph 6, or otherwise as required by law or court order.

        7.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

        8.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

        9.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

        10.    Entire Agreement.    Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive's employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agreement.

        11.    Acknowledgements.    Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Thompson Creek arising on or before the date of the Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.

18

(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Agreement if Executive revokes it, and in any event, Executive will not receive any payment until after the seven (7) day revocation period has expired.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

	EXECUTIVE
DATED:	Pamela L. Saxton
	THOMPSON CREEK METAL COMPANY USA
DATED:

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WAIVER AND RELEASE AGREEMENT

        This Waiver and Release Agreement ("Agreement") is entered into between Pamela L. Saxton ("Executive") and Thompson Creek Metals Company Inc. ("Parent") and Thompson Creek Metals Company USA ("U.S. Subsidary"). For the purpose of this Agreement, the term "Thompson Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to the Parent or the U.S. Subsidiary, in the past or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the U.S. Subsidiary, or any other company or affiliate; any present or past executive or employee benefit plan sponsored by the Parent, the U.S. Subsidiary, or any other company or affiliate and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the Parent, the U.S. Subsidiary or any other company or affiliate.

        Executive and Parent and U.S. Subsidiary agree as follows:

1.    Consideration for Executive.    The Executive is being offered continued employment with the U.S. Subsidiary, as well as valuable consideration supporting such continued employment as set forth in the Executive's Amended and Restated Employment Agreement, and the Executive acknowledges that the sum of $1.00 along with such continued employment and consideration supporting such continued employment is good and adequate consideration in exchange for this Agreement.

2.    Executive Waiver and Release.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Parent, U.S. Subsidiary and Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Parent, U.S. Subsidiary or Thompson Creek relating in any way to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to, as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Parent, U.S. Employer, and/or Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf, including but not limited to any claim by Executive that Executive was jointly employed by Parent and U.S. Subsidiary.

3.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (b) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Parent, U.S. Subsidiary and/or Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); or (c) to make any other claim that cannot be released by law.

4.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

5.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

6.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

7.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 1 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Parent or U.S. Subsidiary or Thompson Creek arising on or before the date of the Agreement as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.



(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation

will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

		EXECUTIVE
DATED:	12/28/09	/s/ Pamela L. Saxton Pamela L. Saxton
		THOMPSON CREEK METAL COMPANY USA
DATED:	1-4-10	/s/ Kevin Loughrey Signature
		THOMPSON CREEK METALS COMPANY INC.
DATED:	1-4-10	/s/ Kevin Loughrey Signature

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.5

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Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED AGREEMENT ("Agreement") amends the December 1, 2006 EMPLOYMENT AGREEMENT and is made as of the date executed below

BETWEEN:

THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado

("Thompson Creek")

OF THE FIRST PART

- and -

MARK WILSON, of Denver, Colorado

(the "Executive")

OF THE SECOND PART

        WHEREAS Thompson Creek wishes to continue to employ the Executive and the Executive wishes to continue to be employed by Thompson Creek in connection with the continuing operation of the business carried on by Thompson Creek and the Parent (the "Business").

        AND WHEREAS Thompson Creek and the Executive wish to set out the terms of the Executive's Employment.

        NOW THEREFORE IN CONSIDERATION OF the payment of the sum of $1.00, the covenants and agreements contained in this Agreement, and other good and valuable consideration, including the Executive's continued Employment with Thompson Creek, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the Board of Directors of the Parent from time to time.

        "Cause" shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of Thompson Creek or any of its Affiliates, including the Parent, in any material respect; or



(b)

has committed an act of fraud or material dishonesty in connection with his Employment or the Business; or



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches his duties under this Agreement, including without limitation the provisions of paragraph 6 or the Policies; or



(e)

otherwise engages in conduct that is deemed to constitute cause under common law.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any Person, entity or group of Persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Parent which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Securities Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Parent's outstanding Voting Securities which may be cast to elect directors of the Parent or the successor corporation (regardless of whether a meeting has been called to elect directors);



(c)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Parent shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Parent shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Parent and its subsidiaries as of the end of the most recently completed financial year of the Parent or (ii) which during the most recently completed financial year of the Parent generated, or during the then current financial year of the Parent are expected to generate, more than 50% of the consolidated operating income or cash flow of the Parent and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Parent), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;



(e)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Parent:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking:



a.

to adjudicate it as bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors; or



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for

2

relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or

(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Parent, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Common Shares" means the common shares in the capital of the Parent.

        "Continuing Director" means either:

(a)

an individual who is a member of the Board on the date this Agreement is executed by the Parties; or



(b)

an individual who becomes a member of the Board subsequent to the date this Agreement is executed by the Parties, with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Parent" means Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Policies" mean the Thompson Creek Code of Conduct, which includes the Code of Ethics and Business Practices, Standards of Conduct, Environmental, Health and Safety Policy, Insider Trading, Confidentiality and Disclosure Policy, Antitrust Guidelines, and Whistleblower Policy, and all other Thompson Creek policies and procedures, all of which are incorporated by reference in and form part of this Agreement, and including such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Termination" or "Termination of Employment" or "Termination of the Executive's Employment" or any similar variation thereof shall, for purposes of any payment to be made to Executive, be interpreted to mean "separation from service" within the meaning provided under Treasury Regulation section 1.409A-1(h); provided, however, that the use of the term "Termination" does not mean that any payment is necessarily due to the Executive.

        "Treasury Regulation" means a regulation issued under the Code.

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive:

(a)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;

3

(b)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(c)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(d)

a material change in the hours during or location at which the Executive is regularly required to carry out the terms of his Employment, or a material increase in the amount of travel the Executive is required to conduct as described in paragraph 4.

AGREEMENT TO EMPLOY

        2.     Thompson Creek agrees to continue to employ the Executive in connection with the Business on the terms and conditions set out herein and the Executive agrees to continue such Employment on such terms.

TERM

        3.     The term of this Agreement and the Executive's Employment shall be for an indefinite period, provided that:

(a)

Thompson Creek may terminate this Agreement and the Executive's Employment at any time as set out in paragraphs 11 (With Cause), 12 (Without Cause) and 15 (Disability) hereof;



(b)

the Executive may terminate this Agreement and the Executive's Employment at any time as set out in paragraph 13 (Resignation/Retirement) hereof;



(c)

Thompson Creek or the Executive may terminate this Agreement and the Executive's Employment upon the occurrence of a Change of Control as set out in paragraph 14 (Change of Control) hereof; or



(d)

this Agreement and the Executive's Employment are automatically terminated when the Executive dies as set out in paragraph 16 (Death) hereof.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Vice President, Sales and Marketing and shall perform such duties and assume such responsibilities inherent in and consonant with his position as an executive of Thompson Creek, and further will perform such reasonable additional duties and responsibilities as the Chief Executive Officer may require and assign to him including serving as an officer of Affiliates of Thompson Creek, including the Parent, at no additional compensation. The Executive shall report to the Chief Executive Officer of Thompson Creek. The Executive's regular place of Employment shall be Thompson Creek's offices in Littleton, Colorado. The Executive shall at all times act in compliance with the Policies, and be committed to safety and his contribution to Thompson Creek and its Affiliates, including the Parent, as a whole. The Executive acknowledges that his Employment will entail frequent travel to places, including where the Parent and its Affiliates have operations, other than his regular place of Employment.

CONFLICT OF INTEREST/DUTY OF LOYALTY

        5.     The Executive agrees to devote all of his working time during his Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company, firm or

4

Person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Chief Executive Officer. If the Board or the Chief Executive Officer determines that the Executive is in breach of this provision and such breach is capable of cure, the Board or the Chief Executive Officer shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10-day period shall constitute Cause for Termination of the Executive's Employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for Termination of the Executive's Employment for Cause.

CONFIDENTIALITY AND NON-SOLICITATION

6.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any Person, company or firm, directly or indirectly, during or after his Employment by Thompson Creek except as reasonably necessary to carry out his Employment duties or as otherwise authorized in writing by the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Business, whether or not those interests conflict with the interests of the Business, during or after his Employment by Thompson Creek. The Executive agrees that all trade secrets, trade names, financial information, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of his Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Thompson Creek whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with Thompson Creek that he will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of Thompson Creek, either directly or indirectly solicit (for the purposes of enticing away from Thompson Creek or its Affiliates), interfere with or endeavor to entice away from Thompson Creek or its Affiliates any supplier or employee of or consultant to Thompson Creek or its Affiliates or any other Person in the habit of dealing with Thompson Creek or its Affiliates.

REMUNERATION

7.

(a)    The Executive shall be remunerated as follows during the term of this Agreement:

(i)

base salary of US$278,500, on the date this Agreement is executed by the Parties, per annum payable bi-weekly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and Thompson Creek or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(ii)

an annual bonus as may be determined by the Compensation and Governance Committee of the Board in accordance with the Performance Bonus Guidelines, as they may be amended from time to time;



(iii)

all benefits generally provided to senior officers of Thompson Creek effective as of the date of this Agreement, or such other benefits that may be generally provided to senior officers of Thompson Creek from time to time on terms determined by the Board, including but not limited to long-term disability insurance and parking at the Executive's principal office of Employment as set out in paragraph 4, above, all of which are subject to regular eligibility requirements with respect to each such benefit plan or program;

5

(iv)

five (5) weeks of vacation annually. Vacation must be taken in the calendar year in which it is earned, with the exception that up to two weeks of unused vacation from that calendar year may be carried forward into the next calendar year, and all other unused vacation shall be forfeited; provided, however, Executive shall never have more than seven (7) weeks of vacation in Executive's vacation bank. Executive shall be paid upon Termination of Employment for any unused vacation then existing in his vacation bank, but shall not be paid for vacation that was previously forfeited; and



(v)

an annual premium for basic life and accidental death and dismemberment insurance for coverage in the amount of $250,000.



(b)

All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income and payroll taxes.



(c)

At the end of each calendar quarter, Executive shall accrue an amount equivalent to 9.375% of Executive's base salary (the "Retention Payment"). The Retention Payment shall accrue as long as Executive is employed by Thompson Creek pursuant to this Agreement.



(i)

On September 30, 2010, Executive shall be paid 40% of the Retention Payment amount that accrues at the end of the calendar quarter ending on December 31, 2009. If Executive's Employment terminates prior to September 30, 2010, Executive shall be paid the 40% amount that accrued at the end of December 31, 2009 within sixty days of Termination. Executive shall be paid the 40% of the Retention Payment if the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. However, if Executive is terminated for Cause pursuant to paragraph 11 or resigns (other than a retirement at age 62 or older) pursuant to paragraph 13, the 40% of the Retention Payment shall not vest and shall not be paid to Executive.



(ii)

The remaining 60% of the Retention Payment amount that has accrued each calendar quarter—beginning with the calendar quarter which commenced on October 1, 2004, through and including the calendar quarter which will end on December 31, 2009—shall be paid to Executive upon the earlier of June 30, 2012 or within sixty days of the Executive's Termination of Employment, provided that the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11 or resigns (other than a retirement at age 62 or older) pursuant to paragraph 13, the 60% of the Retention Payment shall not vest and shall not be paid to Executive.



(iii)

Beginning with the first calendar quarter in 2010 (which commences on January 1, 2010):



(A)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on March 31, 2010, June 30, 2010, and September 30, 2010, on September 30, 2010, subject to paragraph (E) below.



(B)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 31, 2010, March 31, 2011, June 30, 2011, and September 30, 2011, on September 30, 2011, subject to paragraph (E) below.



(C)

Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 30, 2011, March 31, 2012, June 30,

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2012, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, and September 30, 2013, on September 30, 2013, subject to paragraph (E) below.

(D)

Each year thereafter, beginning with the year 2014, Executive shall be paid 70% of the Retention Payment amount that accrues during the immediately preceding four calendar quarters (including the quarter ending on September 30 of that year) on September 30 of that year (i.e., on September 30, 2014, Executive shall be paid 70% of the Retention Payment amount that accrues during the calendar quarters which end on December 30, 2013, March 31, 2014, June 30, 2014, and September 30, 2014, etc.), subject to paragraph (E) below.



(E)

If Executive's Employment terminates prior to a September 30 payment date, Executive shall be paid the 70% amount that has accrued as of the end of the most recent calendar quarter prior to the Executive's Termination, within sixty days of such Termination. Executive shall be paid the 70% of the Retention Payment if the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. However, if Executive is terminated for Cause pursuant to paragraph 11 or resigns (other than a retirement at age 62 or older) pursuant to paragraph 13, the 70% of the Retention Payment shall not vest and shall not be paid to Executive.



(F)

The remaining 30% of the Retention Payment amount that accrues each calendar quarter (beginning with the calendar quarter ending on March 31, 2010) will be paid within sixty days of the Executive's Termination of Employment, provided that the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11 or resigns (other than a retirement at age 62 or older) pursuant to paragraph 13, the 30% of the Retention Payment shall not vest and shall not be paid to Executive.



(iv)

Upon Termination of Executive's Employment for a reason that allows the Executive to receive the Retention Payment, the Executive shall only be paid the Retention Payment then accrued if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within 60 days of Termination of Employment, the Retention Payment shall not vest and shall not be paid to Executive.



(d)

If the Executive's Employment is terminated without Cause pursuant to paragraph 12, due to retirement at age 62 or older pursuant to paragraph 13, due to a Change of Control pursuant to paragraph 14, due to disability pursuant to paragraph 15, or due to death pursuant to paragraph 16, the Executive shall be paid the equivalent of four weeks of base salary at the Executive's then existing base salary multiplied by the number of years that the Executive has been employed by Thompson Creek (the "Severance Payment"). Any Employment for a portion of a year will entitle the Executive to a prorated amount for that year. The Severance Payment shall be paid within sixty days of the Executive's Termination of Employment. The Executive shall only be paid the Severance Payment if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general

7

release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within sixty days of Termination of Employment, the Severance Payment shall not be paid to Executive. If Executive is terminated for Cause pursuant to paragraph 11 or resigns (other than a retirement at age 62 or older) pursuant to paragraph 13, no Severance Payment shall be paid to Executive.

(e)

Notwithstanding any other provision in this Agreement, if (i) on the date of Termination of Executive's Employment with Thompson Creek, any of the Parent's stock is publicly traded on an established securities market or otherwise (within the meaning of Code section 409A(a)(2)(B)(i)), and (ii) as a result of such Termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (x) six (6) months after Executive's Termination date, (y) Executive's death or (z) such other date as will not result in such payment being subject to Code section 409A sanctions.



(f)

It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. Each amount to be paid or benefit to be provided to Executive shall be construed as a separate payment for purposes of Code section 409A to the fullest extent permitted therein. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.



(g)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.



(h)

In the event that any payment or benefits received or to be received by Executive pursuant to this Agreement ("Benefits") would (a) constitute a "parachute payment" within the meaning of Code section 280G, and (b) but for this subsection, would be subject to the excise tax imposed by Code section 4999, or any comparable successor provisions (the "Excise Tax"), then the Benefits shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be taxable under the Excise Tax. To the extent Benefits need to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Thompson Creek to determine the benefits applicable under this provision.

        8.     The Executive shall be entitled to participate in the Thompson Creek Metals Company Inc. Amended Incentive Stock Option Plan, as it may be amended from time to time, and shall be granted stock options to acquire Common Shares of the Parent under the Plan in such amounts as approved by the Board from time to time.

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        9.     Pursuant to the Parent's Long Term Incentive Plan, when and if it is promulgated, and as it may be amended from time to time, the Executive may be granted from time to time, at the sole discretion of the Board, any form of compensation permitted under the Long Term Incentive Plan.

REIMBURSEMENT OF EXPENSES

        10.   All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Thompson Creek.

TERMINATION BY EMPLOYER WITH CAUSE

        11.   This Agreement and the Executive's Employment may be terminated by Thompson Creek summarily and without notice, or payment in lieu of notice, and without payment of any annual bonus, benefits, Severance Payment, Retention Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law, in the event that there is Cause for Termination of the Executive's Employment.

TERMINATION BY EMPLOYER WITHOUT CAUSE

        12.   Despite the Term of this Agreement and the Executive's Employment set forth in paragraph 3, above:

(a)

This Agreement and the Executive's Employment may be terminated without Cause on notice by Thompson Creek to the Executive, in which case Thompson Creek shall pay the Executive, within sixty days of the Executive's Termination: a lump sum equal to 24 months' base salary ("Without Cause Payment") in effect on the date that the notice of the Termination is given (the "Notice Date"); plus the Retention Payment and Severance Payment as provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the Notice Date; plus a prorated bonus payment based on actual company performance; plus a lump sum equivalent of 24 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all of which amounts are less required withholdings.



(b)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date, notwithstanding the provisions of any agreement or plan.



(c)

Upon Termination of the Executive's Employment pursuant to this paragraph 12, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to twenty-four (24) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and

9

assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.

(d)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 12, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the second anniversary of the Executive's Termination date.



(e)

The Executive shall only be paid the payments provided for in this paragraph 12 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made pursuant to this paragraph 12.



(f)

The Parties agree that any payment to the Executive pursuant to this paragraph 12 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(g)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(h)

Notwithstanding paragraph 14, if the Executive receives the payments provided for in this paragraph 12, the Executive is not entitled to any payments pursuant to paragraph 14.

RESIGNATION/RETIREMENT

        13.   Subject to paragraph 14, this Agreement and the Executive's Employment may be terminated on notice by the Executive to Thompson Creek by giving ninety (90) days' written notice. Should the Executive terminate this Agreement and Executive's Employment, the Executive shall not be entitled to any annual bonus, benefits, Severance Payment, Retention Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law; provided, however, that should the Executive terminate this Agreement and the Executive's Employment pursuant to this paragraph 13, Thompson Creek in its sole discretion may designate an effective date of the Executive's Termination of Employment earlier than the 90^th day and shall pay the Executive the equivalent number of days base salary in lieu of notice. Such amount shall be payable upon Thompson Creek's next regularly scheduled payday. Moreover, if Executive has given ninety (90) days' written notice to Thompson Creek and the effective date of Executive's Termination is on a date that the Executive is or will be age 62 or older, the Executive shall be eligible for the Severance Payment and the Retention Payment provided for in paragraph 7, provided all other conditions are met, including the execution of a general release. If Thompson Creek designates an effective date earlier than the date on which the Executive is or will be age 62 or older, such earlier effective date will not affect the Executive's eligibility to receive the Severance Payment.

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CHANGE OF CONTROL

14.

(a)    If at any time during the term of this Agreement there is a Change of Control and within 120 days of such Change of Control, the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice, which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within 120 days of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below. Provided, however, the Executive shall not be entitled pursuant to this paragraph (a) to receive what is set forth in paragraph (c) below if the discussions or negotiations that led to or resulted in a Change of Control (within the meaning of paragraphs (b), (c), (d) or (e) of the definition of Change of Control above) were initiated for the purpose of effectuating such a Change of Control by Thompson Creek or any of its Affiliates or any of their respective advisors acting at the direction of Thompson Creek or any of its Affiliates; in such event, if the Executive elects to terminate this Agreement and his Employment within the 120-day period set forth above, such Termination of Employment will be governed by paragraph 13.

(b)

If at any time during the term of this Agreement there is any Change of Control and within twelve (12) months of such Change of Control (or in anticipation of a Change of Control), Thompson Creek gives written notice of termination of this Agreement and the Executive's Employment for any reason other than Cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within twelve (12) months of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below.

(c)

Subject to paragraphs (a) and (b) above, the Executive shall be entitled to receive from Thompson Creek within sixty (60) days of Termination of the Executive's Employment the following:

(i)

a lump sum equal to 36 months' base salary ("Change of Control Payment") in effect on the date of the Executive's Termination; plus the Retention and Severance Payment as provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the date of the Executive's Termination; plus a prorated bonus payment if such payment is provided for in accordance with the Performance Bonus Guidelines, as they may be amended from time to time; plus a lump sum equivalent of 36 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all amounts of which are less required withholdings.

(ii)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 36 months following the date on which Thompson Creek gives notice under paragraph 14(b) or the Executive advises Thompson Creek of his election under paragraph 14(a) or 14(b), as the case may be, (the "Change Notice Date"), shall vest on the Change Notice Date and shall remain exercisable until the earlier of (A) the termination date of such option or (B) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.

(iii)

Upon Termination of the Executive's Employment pursuant to this paragraph 14, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to thirty-six (36) months following Employment Termination, under the medical and dental

11

plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 36), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.

(iv)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 14, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the third anniversary of the Executive's Termination date.



(v)

The Executive shall only be paid the payments provided for in this paragraph 14 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, payment shall not vest and shall not be paid to Executive and no payments shall be made pursuant to this paragraph 14.



(vi)

The Parties agree that any payment to the Executive pursuant to this paragraph 14 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(vii)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(viii)

Notwithstanding paragraph 12, if the Executive receives the payments provided for in this paragraph 14, the Executive is not entitled to any payments pursuant to paragraph 12.

DISABILITY

        15.   If the Executive suffers a physical or mental impairment that renders the Executive unable to perform the essential functions of the Executive's position, Thompson Creek may deem Executive's Employment and this Agreement to have been Terminated, consistent with applicable law. The Executive's eligibility for long-term disability and other such benefits, if any, will be determined pursuant to the applicable benefit plans or programs and/or applicable law. The Executive shall be paid for any unused vacation, a Retention Payment and a Severance Payment in accordance with paragraph 7; and the Executive shall be paid a pro-rated bonus payment if a bonus otherwise would have been awarded to the Executive had he remained employed, with payment to be made at the time the bonus would have been paid to Executive had he remained employed.

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DEATH

        16.   Should this Agreement and the Executive's Employment Terminate by virtue of the Executive's death, a pro-rated bonus shall be paid to the Executive's beneficiary, as designated by the Executive, if a bonus otherwise would have been awarded to the Executive had he not died, with payment to be made at the time the bonus would have been paid to Executive had he remained employed. The only other payments due to the Executive's beneficiary shall be for any earned compensation, and unused vacation, a Retention Payment and a Severance Payment in accordance with paragraph 7, and as otherwise required by law.

SEVERABILITY

        17.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be modified to the extent necessary to make it enforceable, or if not possible, will be severed from this Agreement.

GOVERNING LAW

        18.   This Agreement shall be governed by and shall be considered, interpreted and enforced in accordance with the laws of Colorado, except and only to the extent that specific laws of Canada are referenced in this Agreement. The Executive hereby agrees to the exclusive jurisdiction of the courts of Colorado in the event of a dispute between Thompson Creek and the Executive.

HEIRS/SUCCESSORS BOUND

        19.   This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, administrators, executors, successors and assigns as appropriate. Thompson Creek or its Affiliates, including its Parent, will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of Thompson Creek to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thompson Creek would be required to perform it if no such succession had taken place, provided that, if the Executive agrees, an express agreement may not be required if such results by operation of law. Failure of Thompson Creek to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Thompson Creek at the same amount and on the same terms as the Executive would be entitled hereunder pursuant to paragraph 14 as if such succession had not occurred, except that for purposes of implementing the foregoing, the date of which any such succession becomes effective shall be deemed the date of Termination of the Executive's employment.

ASSIGNMENT

        20.   This Agreement is not assignable by either Party without the consent in writing of the other Party, which consent may be unreasonably withheld, provided that Thompson Creek shall be entitled to assign this Agreement, without the Executive's consent, to an Affiliate of Thompson Creek, including the Parent, provided the Affiliate offers comparable employment and there is not material prejudice, including diminution of responsibilities, to the Executive by reason of such assignment.

ENTIRE AGREEMENT

        21.   As of its date of execution below, this Agreement amends and restates the December 1, 2006 original version of this Employment Agreement, the February 16, 2006 Bonus Letter, and the December 19, 2008 Amendment Letter, and supersedes all other agreements, whether written or oral, express or implied, between the Parties, and constitutes the entire and sole agreement between the Parties; provided that, to the extent the Parties shall enter into a separate indemnification agreement,

13

such indemnification agreement shall be incorporated into and form part of this Agreement. The Parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement. The Executive further acknowledges and agrees that while the December 1, 2006 Employment Agreement was with the Parent, this Amended and Restated Agreement is not with the Parent but is with Thompson Creek Metals Company USA as the Executive's sole and exclusive employer.

AMENDMENT

        22.   This Agreement may be amended only in writing signed by the Parties and witnessed.

HEADINGS

        23.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

RECOURSE ON BREACH

        24.   The Executive acknowledges that damages would be an insufficient remedy for a breach of this Agreement and agrees that Thompson Creek and the Parent may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement or to enforce the covenants contained herein, and, in particular, the covenants contained in paragraph 6 herein, in addition to rights Thompson Creek and the Parent may have to damages arising from said breach or threat of breach. The Executive hereby waives any defenses the Executive may or can have to strict enforcement of this Agreement by Thompson Creek and the Parent. Furthermore, the Executive acknowledges and agrees that the Executive's obligations to Thompson Creek and its Affiliates, including the Parent, under this Agreement are material to Thompson Creek's willingness to provide Termination and other benefits to the Executive and, without prejudice to any other rights Thompson Creek and the Parent may have, a breach by the Executive of such obligations will constitute cause for Thompson Creek or the Parent to cease making any payments and providing such other benefits.

INDEPENDENT LEGAL ADVICE

        25.   The Executive agrees that the Executive has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

NOTICE

        26.   Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Thompson Creek, to:

Thompson Creek Metals Company USA
Attn: Chief Executive Officer
26 West Dry Creek Circle, Suite 810
Littleton, Colorado 80120
U.S.A.

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with a copy (which shall not constitute notice hereunder) to:

Davis Graham & Stubbs LLP
Attn: Janet Savage, Esq.
1550 17^th Street, Suite 500
Denver, Colorado 80202
U.S.A.

(b)

in the case of the Executive, to the last address on file with Thompson Creek

or at such other address as the Party to whom such writing is to be given shall provide in writing to the Party giving the said notice. Any notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

ACKNOWLEDGEMENTS

        27.   By accepting continued employment with Thompson Creek, the Executive consents to Thompson Creek collecting, using and disclosing the Executive's personal information for purposes relating to the maintenance of the employment relationship. The purposes of Thompson Creek's collection, use and disclosure include, but are not limited to:

(a)

ensuring that the Executive is properly remunerated for the Executive's services to Thompson Creek which shall include disclosure to third party payroll providers;



(b)

administering and/or facilitating the provision of any benefits to which the Executive is or may become entitled, including bonuses, benefits, pensions, registered retirement savings plan, short, medium and long-term incentive plans; this shall include the disclosure of the Executive's personal information to Thompson Creek's third party service providers and administrators;



(c)

ensuring that Thompson Creek and its Affiliates, including the Parent, are able to comply with any regulatory, reporting and withholding requirements relating to the Executive's employment;



(d)

performance and promotion;



(e)

monitoring the Executive's access to and use of Thompson Creek's electronic media services in order to ensure that the use of such services is in compliance with Thompson Creek's Policies and is not in violation of any applicable laws;



(f)

complying with Thompson Creek's and its Affiliates', including the Parent's, obligations to report improper or illegal conduct by any director, officer, employee or agent of Thompson Creek, or its Affiliates, including the Parent, under any applicable securities, criminal or other law, which may include reporting conduct of the Executive;



(g)

allowing a potential purchaser of the shares or assets of Thompson Creek, or its Affiliates, including the Parent, to conduct due diligence with respect to employment obligations of Thompson Creek, subject to compliance with the treatment of such information as required by applicable legislation respecting privacy; and



(h)

any other purpose for which the Executive is given notice and which is reasonably related to the maintenance of the Executive's employment relationship.

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GUARANTEE OF PAYMENT

        28.   In the event Thompson Creek is unable to meet its financial obligations under the terms of this Agreement, the Parent agrees to assume such obligations to the extent owing and not satisfied. Such guarantee is not intended to and does not increase the amount of any obligations under the terms of this Agreement. Notwithstanding any other provision in this Agreement, Executive shall not be a compensated employee of the Parent by virtue of this Agreement.

SURVIVAL

        29.   Paragraphs 6, 17, 18, 21, 24, 28 and 29 shall survive the Termination of this Agreement and the Executive's Employment and shall continue in full force and effect according to their terms.

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        IN WITNESS WHEREOF the Parties hereto have duly executed this Amended and Restated Employment Agreement.

THOMPSON CREEK METALS COMPANY USA	MARK WILSON
/s/ Kevin Loughrey Kevin Loughrey	/s/ Mark Wilson Signature
12-30-09 Date	12-30-09 Date
THOMPSON CREEK METALS COMPANY INC. AS TO THE GUARANTEE ONLY IN PARAGRAPH 28
/s/ Kevin Loughrey Signature
12-30-09 Date
SIGNED in the presence of:	SIGNED in the presence of:
/s/ Janette Bush Witness	/s/ Janette Bush Witness
12-30-2009 Date	12-30-2009 Date

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EXHIBIT A

CONFIDENTIAL WAIVER AND RELEASE AGREEMENT

        This Confidential Waiver and Release Agreement ("Agreement") is entered into between Mark Wilson ("Executive") and Thompson Creek Metals Company USA ("Thompson Creek"). For the purpose of this Agreement, the term "Thompson Creek" includes any company or affiliate related to Thompson Creek Metals Company USA, in the past or present, including but not limited to Thompson Creek Metals Company Inc.; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of Thompson Creek; any present or past executive or employee benefit plan sponsored by Thompson Creek and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan; and any person who acted on behalf of Thompson Creek or on instruction from Thompson Creek.

        Executive and Thompson Creek agree as follows:

1.    Executive's Termination of Employment.    Executive's employment with Thompson Creek was terminated effective                , 20    .

2.    Executive's Continuing Obligations to Thompson Creek and Agreement Not to Disparage Thompson Creek.    Executive acknowledges and agrees that Executive has, and will abide by, continuing obligations to Thompson Creek, including the obligations set forth in Executive's Amended and Restated Employment Agreement.

        Executive further acknowledges and agrees that by reason of Executive's position with Thompson Creek, Executive was given access to confidential information, including trade secret information, with respect to the business affairs of Thompson Creek. Executive represents that Executive has held all such information confidential and will continue to do so. Executive has not retained any confidential information or documents, including but not limited to trade secret information, obtained as a result of or in connection with Executive's employment. Further, Executive will not defame, slander or otherwise disparage Thompson Creek, its business, or its representatives.

3.    Consideration for Executive.    Executive acknowledges and agrees that Thompson Creek has paid Executive all amounts, and has provided Executive with all benefits, to which Executive is entitled through and including the date that Executive executes this Agreement, and that Executive is not entitled to any further payments or benefits, other than as set forth below.

        Thompson Creek will provide Executive with the following additional specified items as consideration in exchange for this Agreement, including Executive's waiver and release of Thompson Creek:

        (a)   Upon Executive's execution of this Agreement and upon expiration of the time period for revocation set forth in paragraph 11(e) below, Thompson Creek will provide Executive with: [set forth applicable consideration, if any, provided for in the Amended and Restated Employment Agreement, depending on the nature of Executive's termination (e.g., retirement, without cause, change of control, etc.)]

        (b)   Notwithstanding any other provision in this Agreement, if (i) on the date of termination of Executive's employment with Thompson Creek, any of Thompson Creek's stock is publicly traded on an established securities market or otherwise (within the meaning of U.S. Internal Revenue Code section 409A(a)(2)(B)(i)), and (ii) as a result of such termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (i) six (6) months after Executive's termination date, (ii) Executive's

18

death or (iii) such other date as will not result in such payment being subject to Code section 409A sanctions.

        (c)   It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.

        (d)   Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.

        (e)   Executive will indemnify and hold Thompson Creek harmless from any costs, liability or expense, including reasonable attorney's fees, arising from the taxation, if any, of any amounts received by Executive pursuant to this Agreement, including but not limited to any penalties or administrative expenses.

4.    Executive Waiver and Release of Thompson Creek.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Thompson Creek relating in any way to Executive's employment or termination of employment with Thompson Creek.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf.

5.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) continue group health insurance coverage pursuant to applicable law; (b) receive any benefits in which Executive may have vested in under any retirement plan; (c) make any claim for unemployment benefits; (d) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (e) file an administrative charge with the

19

Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); (f) to make any claim under workers' compensation; or (g) to make any other claim that cannot be released by law.

6.    Confidentiality of Agreement.    Executive agrees to keep this Agreement confidential and will not communicate the terms of this Agreement, the facts or circumstances giving rise to this Agreement, or the fact that such Agreement exists, to any third party except, as necessary, Executive's immediate family, accountants, or legal or financial advisors, provided that they agree to be bound by this paragraph 6, or otherwise as required by law or court order.

7.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

8.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

9.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

10.    Entire Agreement.    Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive's employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agreement.

11.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

        (a)   Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.

        (b)   Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Thompson Creek arising on or before the date of the Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.

        (c)   EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.

        (d)   Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be

20

Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.

        (e)   Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Agreement if Executive revokes it, and in any event, Executive will not receive any payment until after the seven (7) day revocation period has expired.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

	EXECUTIVE
DATED:	Mark Wilson
	THOMPSON CREEK METAL COMPANY USA
DATED:

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WAIVER AND RELEASE AGREEMENT

        This Waiver and Release Agreement ("Agreement") is entered into between Mark Wilson ("Executive") and Thompson Creek Metals Company Inc. ("Parent") and Thompson Creek Metals Company USA ("U.S. Subsidary"). For the purpose of this Agreement, the term "Thompson Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to the Parent or the U.S. Subsidiary, in the past or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the U.S. Subsidiary, or any other company or affiliate; any present or past executive or employee benefit plan sponsored by the Parent, the U.S. Subsidiary, or any other company or affiliate and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the Parent, the U.S. Subsidiary or any other company or affiliate.

        Executive and Parent and U.S. Subsidiary agree as follows:

1.    Consideration for Executive.    The Executive is being offered continued employment with the U.S. Subsidiary, as well as valuable consideration supporting such continued employment as set forth in the Executive's Amended and Restated Employment Agreement, and the Executive acknowledges that the sum of $1.00 along with such continued employment and consideration supporting such continued employment is good and adequate consideration in exchange for this Agreement.

2.    Executive Waiver and Release.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Parent, U.S. Subsidiary and Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Parent, U.S. Subsidiary or Thompson Creek relating in any way to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to, as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Parent, U.S. Employer, and/or Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf, including but not limited to any claim by Executive that Executive was jointly employed by Parent and U.S. Subsidiary.

3.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (b) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Parent, U.S. Subsidiary and/or Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); or (c) to make any other claim that cannot be released by law.

4.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

5.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

6.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

7.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 1 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Parent or U.S. Subsidiary or Thompson Creek arising on or before the date of the Agreement as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.



(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation

will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

		EXECUTIVE
DATED:	12/29/09	/s/ Mark Wilson Mark Wilson
		THOMPSON CREEK METAL COMPANY USA
DATED:	1-7-10	/s/ Kevin Loughrey Signature
		THOMPSON CREEK METALS COMPANY INC.
DATED:	1-7-10	/s/ Kevin Loughrey Signature

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.6

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Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED AGREEMENT ("Agreement") amends the December 1, 2006 EMPLOYMENT AGREEMENT and is made as of the date executed below

BETWEEN:

THOMPSON CREEK METALS COMPANY USA, a corporation existing under the laws of Colorado

("Thompson Creek")

OF THE FIRST PART

- and -

DALE HUFFMAN, of Greenwood Village, Colorado

(the "Executive")

OF THE SECOND PART

        WHEREAS Thompson Creek wishes to continue to employ the Executive and the Executive wishes to continue to be employed by Thompson Creek in connection with the continuing operation of the business carried on by Thompson Creek and the Parent (the "Business").

        AND WHEREAS Thompson Creek and the Executive wish to set out the terms of the Executive's Employment.

        NOW THEREFORE IN CONSIDERATION OF the payment of the sum of $1.00, the covenants and agreements contained in this Agreement, and other good and valuable consideration, including the Executive's continued Employment with Thompson Creek, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the Board of Directors of the Parent from time to time.

        "Cause" shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of Thompson Creek or any of its Affiliates, including the Parent, in any material respect; or



(b)

has committed an act of fraud or material dishonesty in connection with his Employment or the Business; or



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches his duties under this Agreement, including without limitation the provisions of paragraph 6 or the Policies; or



(e)

otherwise engages in conduct that is deemed to constitute cause under common law.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any Person, entity or group of Persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Parent which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Securities Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Parent's outstanding Voting Securities which may be cast to elect directors of the Parent or the successor corporation (regardless of whether a meeting has been called to elect directors);



(c)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Parent shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Parent shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Parent and its subsidiaries as of the end of the most recently completed financial year of the Parent or (ii) which during the most recently completed financial year of the Parent generated, or during the then current financial year of the Parent are expected to generate, more than 50% of the consolidated operating income or cash flow of the Parent and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Parent), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;



(e)

the shareholders of the Parent approve all necessary resolutions required to permit any Person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Parent:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking:



a.

to adjudicate it as bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors; or



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for

2

relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or

(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Parent, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Common Shares" means the common shares in the capital of the Parent.

        "Continuing Director" means either:

(a)

an individual who is a member of the Board on the date this Agreement is executed by the Parties; or



(b)

an individual who becomes a member of the Board subsequent to the date this Agreement is executed by the Parties, with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Parent" means Thompson Creek Metals Company Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Policies" mean the Thompson Creek Code of Conduct, which includes the Code of Ethics and Business Practices, Standards of Conduct, Environmental, Health and Safety Policy, Insider Trading, Confidentiality and Disclosure Policy, Antitrust Guidelines, and Whistleblower Policy, and all other Thompson Creek policies and procedures, all of which are incorporated by reference in and form part of this Agreement, and including such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Termination" or "Termination of Employment" or "Termination of the Executive's Employment" or any similar variation thereof shall, for purposes of any payment to be made to Executive, be interpreted to mean "separation from service" within the meaning provided under Treasury Regulation section 1.409A-1(h); provided, however, that the use of the term "Termination" does not mean that any payment is necessarily due to the Executive.

        "Treasury Regulation" means a regulation issued under the Code.

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive:

(a)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;

3

(b)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(c)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(d)

a material change in the hours during or location at which the Executive is regularly required to carry out the terms of his Employment, or a material increase in the amount of travel the Executive is required to conduct as described in paragraph 4.

AGREEMENT TO EMPLOY

        2.     Thompson Creek agrees to continue to employ the Executive in connection with the Business on the terms and conditions set out herein and the Executive agrees to continue such Employment on such terms.

TERM

        3.     The term of this Agreement and the Executive's Employment shall be for an indefinite period, provided that:

(a)

Thompson Creek may terminate this Agreement and the Executive's Employment at any time as set out in paragraphs 11 (With Cause), 12 (Without Cause) and 15 (Disability) hereof;



(b)

the Executive may terminate this Agreement and the Executive's Employment at any time as set out in paragraph 13 (Resignation/Retirement) hereof;



(c)

Thompson Creek or the Executive may terminate this Agreement and the Executive's Employment upon the occurrence of a Change of Control as set out in paragraph 14 (Change of Control) hereof; or



(d)

this Agreement and the Executive's Employment are automatically terminated when the Executive dies as set out in paragraph 16 (Death) hereof.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Vice President, General Counsel and Secretary of Thompson Creek and shall perform such duties and assume such responsibilities inherent in and consonant with his position as an executive of Thompson Creek, and further will perform such reasonable additional duties and responsibilities as the Chief Executive Officer may require and assign to him including serving as an officer of Affiliates of Thompson Creek, including the Parent, at no additional compensation. The Executive shall report to the Chief Executive Officer of Thompson Creek. The Executive's regular place of Employment shall be Thompson Creek's offices in Littleton, Colorado. The Executive shall at all times act in compliance with the Policies, and be committed to safety and his contribution to Thompson Creek and its Affiliates, including the Parent, as a whole. The Executive acknowledges that his Employment will entail frequent travel to places, including where the Parent and its Affiliates have operations, other than his regular place of Employment.

CONFLICT OF INTEREST/DUTY OF LOYALTY

        5.     The Executive agrees to devote all of his working time during his Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company, firm or

4

Person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Chief Executive Officer. If the Board or the Chief Executive Officer determines that the Executive is in breach of this provision and such breach is capable of cure, the Board or the Chief Executive Officer shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10-day period shall constitute Cause for Termination of the Executive's Employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for Termination of the Executive's Employment for Cause.

CONFIDENTIALITY AND NON-SOLICITATION

6.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any Person, company or firm, directly or indirectly, during or after his Employment by Thompson Creek except as reasonably necessary to carry out his Employment duties or as otherwise authorized in writing by the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Business, whether or not those interests conflict with the interests of the Business, during or after his Employment by Thompson Creek. The Executive agrees that all trade secrets, trade names, financial information, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of his Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Thompson Creek whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with Thompson Creek that he will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of Thompson Creek, either directly or indirectly solicit (for the purposes of enticing away from Thompson Creek or its Affiliates), interfere with or endeavor to entice away from Thompson Creek or its Affiliates any customer, supplier or employee of or consultant to Thompson Creek or its Affiliates or any other Person in the habit of dealing with Thompson Creek or its Affiliates.

REMUNERATION

7.

(a)    The Executive shall be remunerated as follows during the term of this Agreement:

(i)

base salary of US$227,000, on the date this Agreement is executed by the Parties, per annum payable bi-weekly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and Thompson Creek or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(ii)

an annual bonus as may be determined by the Compensation and Governance Committee of the Board in accordance with the Performance Bonus Guidelines, as they may be amended from time to time;



(iii)

all benefits generally provided to senior officers of Thompson Creek effective as of the date of this Agreement, or such other benefits that may be generally provided to senior officers of Thompson Creek from time to time on terms determined by the Board, including but not limited to long-term disability insurance and parking at the Executive's principal office of Employment as set out in paragraph 4, above, all of which are subject to regular eligibility requirements with respect to each such benefit plan or program;

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(iv)

five (5) weeks of vacation annually. Vacation must be taken in the calendar year in which it is earned, with the exception that up to two weeks of unused vacation from that calendar year may be carried forward into the next calendar year, and all other unused vacation shall be forfeited; provided, however, Executive shall never have more than seven (7) weeks of vacation in Executive's vacation bank. Executive shall be paid upon Termination of Employment for any unused vacation then existing in his vacation bank, but shall not be paid for vacation that was previously forfeited; and



(v)

an annual premium for basic life and accidental death and dismemberment insurance for coverage in the amount of one time the Executive's base salary but not to exceed $250,000.



(b)

All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income and payroll taxes.



(c)

At the end of each calendar quarter, Executive shall accrue an amount equivalent to 9.375% of Executive's base salary (the "Retention Payment"). The Retention Payment shall accrue as long as Executive is employed by Thompson Creek pursuant to this Agreement.



(i)

Each year on September 30, Executive shall be paid 40% of the amount accrued during the preceding four calendar quarters—the last of which ends on September 30 of that year. If Executive's Employment terminates prior to September 30, Executive shall be paid the 40% amount that has accrued as of the end of the most recent calendar quarter, within sixty days of Termination. For example, if Executive's Employment terminates in April of a given year, Executive shall be paid 40% of the Retention Payment that accrued in the last quarter of the preceding year and the first quarter of the year in which Executive's Employment terminates. Executive shall be paid the 40% of the Retention Payment if the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. However, if Executive is terminated for Cause pursuant to paragraph 11, or resigns pursuant to paragraph 13 (other than a retirement at age 62 or older), the 40% of the Retention Payment shall not vest and shall not be paid to Executive.



(ii)

The remaining 60% that accrues each calendar quarter shall be paid to Executive upon the earlier of: June 30, 2012, or within sixty days of the Executive's Termination of Employment; provided, however, that the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11, or resigns pursuant to paragraph 13 (other than a retirement at age 62 or older), the 60% of the Retention Payment shall not vest and shall not be paid to Executive.



(iii)

If Executive is paid the remaining 60% on June 30, 2012 and remains employed thereafter, the 60% that subsequently accrues each calendar quarter shall be paid to Executive within sixty days of the Executive's Termination of Employment, provided that the Termination is without Cause pursuant to paragraph 12, is due to retirement at age 62 or older pursuant to paragraph 13, is due to a Change of Control pursuant to paragraph 14, is due to disability pursuant to paragraph 15, or is due to death pursuant to paragraph 16. If Executive is terminated for Cause pursuant to paragraph 11, or resigns pursuant to paragraph 13 (other than a retirement at age 62 or older), the 60% of the Retention Payment shall not vest and shall not be paid to Executive.

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(iv)

Upon Termination of Executive's Employment for a reason that allows the Executive to receive the Retention Payment, the Executive shall only be paid the Retention Payment then accrued (both the 40% accrual and the 60% accrual) if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within 60 days of Termination of Employment, the Retention Payment shall not vest and shall not be paid to Executive.



(d)

If the Executive's Employment is terminated without Cause pursuant to paragraph 12, due to retirement at age 62 or older pursuant to paragraph 13, due to a Change of Control pursuant to paragraph 14, due to disability pursuant to paragraph 15, or due to death pursuant to paragraph 16, the Executive shall be paid the equivalent of four weeks of base salary at the Executive's then existing base salary multiplied by the number of years that the Executive has been employed by Thompson Creek (the "Severance Payment"). Any Employment for a portion of a year will entitle the Executive to a prorated amount for that year. The Severance Payment shall be paid within sixty days of the Executive's Termination of Employment. The Executive shall only be paid the Severance Payment if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A; provided, however, that no general release shall be required if Executive's Termination is due to death. If the Executive does not sign a general release within sixty days of Termination of Employment, the Severance Payment shall not be paid to Executive. If Executive is terminated for Cause pursuant to paragraph 11, or resigns pursuant to paragraph 13 (other than a retirement at age 62 or older), no Severance Payment shall be paid to Executive.



(e)

Notwithstanding any other provision in this Agreement, if (i) on the date of Termination of Executive's Employment with Thompson Creek, any of the Parent's stock is publicly traded on an established securities market or otherwise (within the meaning of Code section 409A(a)(2)(B)(i)), and (ii) as a result of such Termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (x) six (6) months after Executive's Termination date, (y) Executive's death or (z) such other date as will not result in such payment being subject to Code section 409A sanctions.



(f)

It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. Each amount to be paid or benefit to be provided to Executive shall be construed as a separate payment for purposes of Code section 409A to the fullest extent permitted therein. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.



(g)

Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.

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(h)

In the event that any payment or benefits received or to be received by Executive pursuant to this Agreement ("Benefits") would (a) constitute a "parachute payment" within the meaning of Code section 280G, and (b) but for this subsection, would be subject to the excise tax imposed by Code section 4999, or any comparable successor provisions (the "Excise Tax"), then the Benefits shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be taxable under the Excise Tax. To the extent Benefits need to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Thompson Creek to determine the benefits applicable under this provision.

        8.     The Executive shall be entitled to participate in the Thompson Creek Metals Company Inc. Amended Incentive Stock Option Plan, as it may be amended from time to time, and shall be granted stock options to acquire Common Shares of the Parent under the Plan in such amounts as approved by the Board from time to time.

        9.     Pursuant to the Parent's Long Term Incentive Plan, when and if it is promulgated, and as it may be amended from time to time, the Executive may be granted from time to time, at the sole discretion of the Board, any form of compensation permitted under the Long Term Incentive Plan.

REIMBURSEMENT OF EXPENSES

        10.   All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Thompson Creek.

TERMINATION BY EMPLOYER WITH CAUSE

        11.   This Agreement and the Executive's Employment may be terminated by Thompson Creek summarily and without notice, or payment in lieu of notice, and without payment of any annual bonus, benefits, Severance Payment, Retention Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law, in the event that there is Cause for Termination of the Executive's Employment.

TERMINATION BY EMPLOYER WITHOUT CAUSE

        12.   Despite the Term of this Agreement and the Executive's Employment set forth in paragraph 3, above:

(a)

This Agreement and the Executive's Employment may be terminated without Cause on notice by Thompson Creek to the Executive, in which case Thompson Creek shall pay the Executive, within sixty days of the Executive's Termination: a lump sum equal to 24 months' base salary ("Without Cause Payment") in effect on the date that the notice of the Termination is given (the "Notice Date"); plus the Retention Payment and Severance Payment as provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the Notice Date; plus a prorated bonus payment based on actual company performance; plus a lump sum equivalent of 24 multiplied by the last monthly premium amount that Thompson

8

Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all of which amounts are less required withholdings.

(b)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date, notwithstanding the provisions of any agreement or plan.



(c)

Upon Termination of the Executive's Employment pursuant to this paragraph 12, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to twenty-four (24) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.



(d)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 12, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the second anniversary of the Executive's Termination date.



(e)

The Executive shall only be paid the payments provided for in this paragraph 12 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, no payments shall vest and no payments shall be made pursuant to this paragraph 12.



(f)

The Parties agree that any payment to the Executive pursuant to this paragraph 12 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(g)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(h)

Notwithstanding paragraph 14, if the Executive receives the payments provided for in this paragraph 12, the Executive is not entitled to any payments pursuant to paragraph 14.

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RESIGNATION/RETIREMENT

        13.   Subject to paragraph 14, this Agreement and the Executive's Employment may be terminated on notice by the Executive to Thompson Creek by giving ninety (90) days' written notice. Should the Executive terminate this Agreement and Executive's Employment, the Executive shall not be entitled to any annual bonus, benefits, Severance Payment, Retention Payment, Without Cause Payment, Change of Control Payment, damages or any other sums or payments whatsoever, except for unused vacation as provided in paragraph 7 and except as otherwise required by law; provided, however, that should the Executive terminate this Agreement and the Executive's Employment pursuant to this paragraph 13, Thompson Creek in its sole discretion may designate an effective date of the Executive's Termination of Employment earlier than the 90^th day and shall pay the Executive the equivalent number of days base salary in lieu of notice. Such amount shall be payable upon Thompson Creek's next regularly scheduled payday. Moreover, if Executive has given ninety (90) days' written notice to Thompson Creek and the effective date of Executive's Termination is on a date that the Executive is or will be age 62 or older, the Executive shall be eligible for the Severance Payment and the Retention Payment provided for in paragraph 7, provided all other conditions are met, including the execution of a general release. If Thompson Creek designates an effective date earlier than the date on which the Executive is or will be age 62 or older, such earlier effective date will not affect the Executive's eligibility to receive the Severance Payment.

CHANGE OF CONTROL

14.

(a)    If at any time during the term of this Agreement there is a Change of Control and within 120 days of such Change of Control, the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice, which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within 120 days of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below. Provided, however, the Executive shall not be entitled pursuant to this paragraph (a) to receive what is set forth in paragraph (c) below if the discussions or negotiations that led to or resulted in a Change of Control (within the meaning of paragraphs (b), (c), (d) or (e) of the definition of Change of Control above) were initiated for the purpose of effectuating such a Change of Control by Thompson Creek or any of its Affiliates or any of their respective advisors acting at the direction of Thompson Creek or any of its Affiliates; in such event, if the Executive elects to terminate this Agreement and his Employment within the 120-day period set forth above, such Termination of Employment will be governed by paragraph 13.

(b)

If at any time during the term of this Agreement there is any Change of Control and within twelve (12) months of such Change of Control (or in anticipation of a Change of Control), Thompson Creek gives written notice of termination of this Agreement and the Executive's Employment for any reason other than Cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and his Employment by providing Thompson Creek with written notice which Termination shall be effective on any date that the Executive provides in the written notice to Thompson Creek (provided such date is within twelve (12) months of such Change of Control), then the Executive shall be entitled to receive what is set forth in paragraph (c) below.

(c)

Subject to paragraphs (a) and (b) above, the Executive shall be entitled to receive from Thompson Creek within sixty (60) days of Termination of the Executive's Employment the following:

(i)

a lump sum equal to 36 months' base salary ("Change of Control Payment") in effect on the date of the Executive's Termination; plus the Retention and Severance Payment as

10

provided for in paragraph 7; plus unused vacation then existing in the Executive's vacation bank as of the date of the Executive's Termination; plus a prorated bonus payment if such payment is provided for in accordance with the Performance Bonus Guidelines, as they may be amended from time to time; plus a lump sum equivalent of 36 multiplied by the last monthly premium amount that Thompson Creek paid on the Executive's behalf for long-term disability insurance before the Termination of the Executive's Employment, all amounts of which are less required withholdings.

(ii)

Any stock options granted by the Board pursuant to the Amended Incentive Stock Option Plan or any other similar-type plan which would have vested during the 36 months following the date on which Thompson Creek gives notice under paragraph 14(b) or the Executive advises Thompson Creek of his election under paragraph 14(a) or 14(b), as the case may be, (the "Change Notice Date"), shall vest on the Change Notice Date and shall remain exercisable until the earlier of (A) the termination date of such option or (B) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.



(iii)

Upon Termination of the Executive's Employment pursuant to this paragraph 14, the Executive shall be entitled to elect to continue coverage for himself (and his eligible dependents who were receiving coverage immediately prior to Termination), for up to thirty-six (36) months following Employment Termination, under the medical and dental plans of Thompson Creek in which Executive was participating immediately prior to such Employment Termination. Executive's cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following Termination) and (ii) the monthly cost determined by Thompson Creek for Executive's coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Thompson Creek shall pay to Executive at the end of each applicable month following Termination, an amount in a lump sum equal to 140% of the Executive's monthly cost for all such coverage (based upon the rates in effect on the date of Termination, reduced by the applicable monthly premium paid by active employees, and assuming a five percent (5%) increase in such cost for the period from months 13 to month 36), which amount shall be paid notwithstanding whether or to what extent Executive elects continued coverage. For the avoidance of doubt, the Parties acknowledge that Executive's right to elect COBRA coverage is not subject to execution of a release. The monthly payments and coverage described in this paragraph shall cease upon the Executive's obtaining or being eligible to obtain alternate coverage under the terms of any new employment.



(iv)

If the Executive elects to convert the life and accidental death and dismemberment insurance policy to an individual policy upon Termination of Employment pursuant to this paragraph 14, Thompson Creek shall pay to the Executive, by the end of each month, the Executive's cost to continue such individual policy, so long as the Executive maintains the individual policy and provides proof of each monthly payment to Thompson Creek, but in no event shall Thompson Creek pay such amount to Executive beyond the third anniversary of the Executive's Termination date.



(v)

The Executive shall only be paid the payments provided for in this paragraph 14 if the Executive has signed a general release of claims in a form satisfactory to Thompson Creek, similar to the form of general release attached hereto as Exhibit A. If the Executive does not sign a general release within 60 days of Termination of Employment, payment shall not vest and shall not be paid to Executive and no payments shall be made pursuant to this paragraph 14.

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(vi)

The Parties agree that any payment to the Executive pursuant to this paragraph 14 is not intended and will not be of the nature of a penalty and shall be considered by the Parties as liquidated damages.



(vii)

The Parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(viii)

Notwithstanding paragraph 12, if the Executive receives the payments provided for in this paragraph 14, the Executive is not entitled to any payments pursuant to paragraph 12.

DISABILITY

        15.   If the Executive suffers a physical or mental impairment that renders the Executive unable to perform the essential functions of the Executive's position, Thompson Creek may deem Executive's Employment and this Agreement to have been Terminated, consistent with applicable law. The Executive's eligibility for long-term disability and other such benefits, if any, will be determined pursuant to the applicable benefit plans or programs and/or applicable law. The Executive shall be paid for any unused vacation, a Retention Payment and a Severance Payment in accordance with paragraph 7; and the Executive shall be paid a pro-rated bonus payment if a bonus otherwise would have been awarded to the Executive had he remained employed, with payment to be made at the time the bonus would have been paid to Executive had he remained employed.

DEATH

        16.   Should this Agreement and the Executive's Employment Terminate by virtue of the Executive's death, a pro-rated bonus shall be paid to the Executive's beneficiary, as designated by the Executive, if a bonus otherwise would have been awarded to the Executive had he not died, with payment to be made at the time the bonus would have been paid to Executive had he remained employed. The only other payments due to the Executive's beneficiary shall be for any earned compensation, and unused vacation, a Retention Payment and a Severance Payment as provided in paragraph 7, and as otherwise required by law.

SEVERABILITY

        17.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be modified to the extent necessary to make it enforceable, or if not possible, will be severed from this Agreement.

GOVERNING LAW

        18.   This Agreement shall be governed by and shall be considered, interpreted and enforced in accordance with the laws of Colorado, except and only to the extent that specific laws of Canada are referenced in this Agreement. The Executive hereby agrees to the exclusive jurisdiction of the courts of Colorado in the event of a dispute between Thompson Creek and the Executive.

HEIRS/SUCCESSORS BOUND

        19.   This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, administrators, executors, successors and assigns as appropriate. Thompson Creek or its Affiliates, including its Parent, will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of Thompson Creek to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thompson Creek would be required to perform it if no such succession had taken

12

place, provided that, if the Executive agrees, an express agreement may not be required if such results by operation of law. Failure of Thompson Creek to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Thompson Creek at the same amount and on the same terms as the Executive would be entitled hereunder pursuant to paragraph 14 as if such succession had not occurred, except that for purposes of implementing the foregoing, the date of which any such succession becomes effective shall be deemed the date of Termination of the Executive's employment.

ASSIGNMENT

        20.   This Agreement is not assignable by either Party without the consent in writing of the other Party, which consent may be unreasonably withheld, provided that Thompson Creek shall be entitled to assign this Agreement, without the Executive's consent, to an Affiliate of Thompson Creek, including the Parent, provided the Affiliate offers comparable employment and there is not material prejudice, including diminution of responsibilities, to the Executive by reason of such assignment.

ENTIRE AGREEMENT

        21.   As of its date of execution below, this Agreement amends and restates the December 1, 2006 original version of this Employment Agreement and the December 19, 2008 Amendment Letter, and supersedes all other agreements, whether written or oral, express or implied, between the Parties, and constitutes the entire and sole agreement between the Parties; provided that, to the extent the Parties shall enter into a separate indemnification agreement, such indemnification agreement shall be incorporated into and form part of this Agreement. The Parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement. The Executive further acknowledges and agrees that while the December 1, 2006 Employment Agreement was with the Parent, this Amended and Restated Agreement is not with the Parent but is with Thompson Creek Metals Company USA as the Executive's sole and exclusive employer.

AMENDMENT

        22.   This Agreement may be amended only in writing signed by the Parties and witnessed.

HEADINGS

        23.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

RECOURSE ON BREACH

        24.   The Executive acknowledges that damages would be an insufficient remedy for a breach of this Agreement and agrees that Thompson Creek and the Parent may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement or to enforce the covenants contained herein, and, in particular, the covenants contained in paragraph 6 herein, in addition to rights Thompson Creek and the Parent may have to damages arising from said breach or threat of breach. The Executive hereby waives any defenses the Executive may or can have to strict enforcement of this Agreement by Thompson Creek and the Parent. Furthermore, the Executive acknowledges and agrees that the Executive's obligations to Thompson Creek and its Affiliates, including the Parent, under this Agreement are material to Thompson Creek's willingness to provide Termination and other benefits to the Executive and, without prejudice to any other rights Thompson Creek and the Parent may have, a breach by the Executive of such obligations will constitute cause for Thompson Creek or the Parent to cease making any payments and providing such other benefits.

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INDEPENDENT LEGAL ADVICE

        25.   The Executive agrees that the Executive has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

NOTICE

        26.   Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Thompson Creek, to:

Thompson Creek Metals Company USA
Attn: Chief Executive Officer
26 West Dry Creek Circle, Suite 810
Littleton, Colorado 80120
U.S.A.

with a copy (which shall not constitute notice hereunder) to:
Davis Graham & Stubbs LLP
Attn: Janet Savage, Esq.
1550 17^th Street, Suite 500
Denver, Colorado 80202
U.S.A.

(b)

in the case of the Executive, to the last address on file with Thompson Creek

or at such other address as the Party to whom such writing is to be given shall provide in writing to the Party giving the said notice. Any notice delivered personally to the Party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

ACKNOWLEDGEMENTS

        27.   By accepting continued employment with Thompson Creek, the Executive consents to Thompson Creek collecting, using and disclosing the Executive's personal information for purposes relating to the maintenance of the employment relationship. The purposes of Thompson Creek's collection, use and disclosure include, but are not limited to:

(a)

ensuring that the Executive is properly remunerated for the Executive's services to Thompson Creek which shall include disclosure to third party payroll providers;



(b)

administering and/or facilitating the provision of any benefits to which the Executive is or may become entitled, including bonuses, benefits, pensions, registered retirement savings plan, short, medium and long-term incentive plans; this shall include the disclosure of the Executive's personal information to Thompson Creek's third party service providers and administrators;



(c)

ensuring that Thompson Creek and its Affiliates, including the Parent, are able to comply with any regulatory, reporting and withholding requirements relating to the Executive's employment;



(d)

performance and promotion;

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(e)

monitoring the Executive's access to and use of Thompson Creek's electronic media services in order to ensure that the use of such services is in compliance with Thompson Creek's Policies and is not in violation of any applicable laws;



(f)

complying with Thompson Creek's and its Affiliates', including the Parent's, obligations to report improper or illegal conduct by any director, officer, employee or agent of Thompson Creek, or its Affiliates, including the Parent, under any applicable securities, criminal or other law, which may include reporting conduct of the Executive;



(g)

allowing a potential purchaser of the shares or assets of Thompson Creek, or its Affiliates, including the Parent, to conduct due diligence with respect to employment obligations of Thompson Creek, subject to compliance with the treatment of such information as required by applicable legislation respecting privacy; and



(h)

any other purpose for which the Executive is given notice and which is reasonably related to the maintenance of the Executive's employment relationship.

GUARANTEE OF PAYMENT

        28.   In the event Thompson Creek is unable to meet its financial obligations under the terms of this Agreement, the Parent agrees to assume such obligations to the extent owing and not satisfied. Such guarantee is not intended to and does not increase the amount of any obligations under the terms of this Agreement. Notwithstanding any other provision in this Agreement, Executive shall not be a compensated employee of the Parent by virtue of this Agreement.

SURVIVAL

        29.   Paragraphs 6, 17, 18, 21, 24, 28 and 29 shall survive the Termination of this Agreement and the Executive's Employment and shall continue in full force and effect according to their terms.

15

        IN WITNESS WHEREOF the Parties hereto have duly executed this Amended and Restated Employment Agreement.

THOMPSON CREEK METALS COMPANY USA	DALE HUFFMAN
/s/ Kevin Loughrey Kevin Loughrey	/s/ Dale Huffman Signature
1-4-10 Date	1-4-10 Date
THOMPSON CREEK METALS COMPANY INC. AS TO THE GUARANTEE ONLY IN PARAGRAPH 28
/s/ Kevin Loughrey Signature
1-4-10 Date
SIGNED in the presence of:	SIGNED in the presence of:
Witness	/s/ Janette Bush Witness
Date	1-4-2010 Date

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EXHIBIT A

CONFIDENTIAL WAIVER AND RELEASE AGREEMENT

        This Confidential Waiver and Release Agreement ("Agreement") is entered into between Dale Huffman ("Executive") and Thompson Creek Metals Company USA ("Thompson Creek"). For the purpose of this Agreement, the term "Thompson Creek" includes any company or affiliate related to Thompson Creek Metals Company USA, in the past or present, including but not limited to Thompson Creek Metals Company Inc.; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of Thompson Creek; any present or past executive or employee benefit plan sponsored by Thompson Creek and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan; and any person who acted on behalf of Thompson Creek or on instruction from Thompson Creek.

        Executive and Thompson Creek agree as follows:

1.    Executive's Termination of Employment.    Executive's employment with Thompson Creek was terminated effective                , 20    .

2.    Executive's Continuing Obligations to Thompson Creek and Agreement Not to Disparage Thompson Creek.    Executive acknowledges and agrees that Executive has, and will abide by, continuing obligations to Thompson Creek, including the obligations set forth in Executive's Amended and Restated Employment Agreement.

        Executive further acknowledges and agrees that by reason of Executive's position with Thompson Creek, Executive was given access to confidential information, including trade secret information, with respect to the business affairs of Thompson Creek. Executive represents that Executive has held all such information confidential and will continue to do so. Executive has not retained any confidential information or documents, including but not limited to trade secret information, obtained as a result of or in connection with Executive's employment. Further, Executive will not defame, slander or otherwise disparage Thompson Creek, its business, or its representatives.

3.    Consideration for Executive.    Executive acknowledges and agrees that Thompson Creek has paid Executive all amounts, and has provided Executive with all benefits, to which Executive is entitled through and including the date that Executive executes this Agreement, and that Executive is not entitled to any further payments or benefits, other than as set forth below.

        Thompson Creek will provide Executive with the following additional specified items as consideration in exchange for this Agreement, including Executive's waiver and release of Thompson Creek:

        (a)   Upon Executive's execution of this Agreement and upon expiration of the time period for revocation set forth in paragraph 11(e) below, Thompson Creek will provide Executive with: [set forth applicable consideration, if any, provided for in the Amended and Restated Employment Agreement, depending on the nature of Executive's termination (e.g., retirement, without cause, change of control, etc.)]

        (b)   Notwithstanding any other provision in this Agreement, if (i) on the date of termination of Executive's employment with Thompson Creek, any of Thompson Creek's stock is publicly traded on an established securities market or otherwise (within the meaning of U.S. Internal Revenue Code section 409A(a)(2)(B)(i)), and (ii) as a result of such termination, Executive would receive any payment under this Agreement that, absent the application of this provision, would be subject to additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of section 409A(a)(2)(B)(i) of the Code, then such payment shall be payable on the date that is the earliest of (i) six (6) months after Executive's termination date, (ii) Executive's

17

death or (iii) such other date as will not result in such payment being subject to Code section 409A sanctions.

        (c)   It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to section 409A of the Code. To the extent such potential payments or benefits could become subject to such section, Thompson Creek shall cooperate to amend the Agreement with the goal of giving the Executive the applicable economic benefits in a manner that does not result in such sanctions being imposed. Thompson Creek does not guarantee or warrant that such cooperation will result in such sanctions not being imposed.

        (d)   Except as otherwise permitted under Code section 409A, Thompson Creek shall not accelerate or defer any payment under this Agreement.

        (e)   Executive will indemnify and hold Thompson Creek harmless from any costs, liability or expense, including reasonable attorney's fees, arising from the taxation, if any, of any amounts received by Executive pursuant to this Agreement, including but not limited to any penalties or administrative expenses.

4.    Executive Waiver and Release of Thompson Creek.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Thompson Creek relating in any way to Executive's employment or termination of employment with Thompson Creek.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf.

5.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) continue group health insurance coverage pursuant to applicable law; (b) receive any benefits in which Executive may have vested in under any retirement plan; (c) make any claim for unemployment benefits; (d) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (e) file an administrative charge with the

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Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); (f) to make any claim under workers' compensation; or (g) to make any other claim that cannot be released by law.

6.    Confidentiality of Agreement.    Executive agrees to keep this Agreement confidential and will not communicate the terms of this Agreement, the facts or circumstances giving rise to this Agreement, or the fact that such Agreement exists, to any third party except, as necessary, Executive's immediate family, accountants, or legal or financial advisors, provided that they agree to be bound by this paragraph 6, or otherwise as required by law or court order.

7.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

8.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

9.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

10.    Entire Agreement.    Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive's employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agreement.

11.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

        (a)   Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.

        (b)   Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Thompson Creek arising on or before the date of the Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.

        (c)   EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.

        (d)   Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be

19

Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.

        (e)   Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Agreement if Executive revokes it, and in any event, Executive will not receive any payment until after the seven (7) day revocation period has expired.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

	EXECUTIVE
DATED:	Dale Huffman
	THOMPSON CREEK METAL COMPANY USA
DATED:

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WAIVER AND RELEASE AGREEMENT

        This Waiver and Release Agreement ("Agreement") is entered into between Dale Huffman ("Executive") and Thompson Creek Metals Company Inc. ("Parent") and Thompson Creek Metals Company USA ("U.S. Subsidary"). For the purpose of this Agreement, the term "Thompson Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to the Parent or the U.S. Subsidiary, in the past or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the U.S. Subsidiary, or any other company or affiliate; any present or past executive or employee benefit plan sponsored by the Parent, the U.S. Subsidiary, or any other company or affiliate and/or the officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the Parent, the U.S. Subsidiary or any other company or affiliate.

        Executive and Parent and U.S. Subsidiary agree as follows:

1.    Consideration for Executive.    The Executive is being offered continued employment with the U.S. Subsidiary, as well as valuable consideration supporting such continued employment as set forth in the Executive's Amended and Restated Employment Agreement, and the Executive acknowledges that the sum of $1.00 along with such continued employment and consideration supporting such continued employment is good and adequate consideration in exchange for this Agreement.

2.    Executive Waiver and Release.    In exchange for the consideration set forth in this Agreement, Executive, and Executive's representatives, successors and assigns, waive, release and forever discharge Parent, U.S. Subsidiary and Thompson Creek from any and all claims, demands, damages, losses, obligations, rights and causes of action, whether known or unknown, including but not limited to, all claims, causes of action or administrative complaints that Executive now has or has ever had against Parent, U.S. Subsidiary or Thompson Creek relating in any way to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement.

        Without limiting the generality of the foregoing terms, the scope of Executive's waiver and release under the Agreement specifically includes but is not limited to, as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement: any and all claims for breach of contract and any other claim under the common law, including but not limited to claims for tort, breach of implied contract, wrongful discharge, breach of a covenant of good faith and fair dealing, intentional infliction of emotional distress, or defamation; any and all claims under any state or local statutory or common law, including but not limited to claims under the Colorado Anti-Discrimination Act; any and all claims under any federal statutory or common law, including but not limited to claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Worker Adjustment and Retraining Notification Act, and employment-related claims under the Employee Retirement Income Security Act, all as amended, and any and all regulations under such laws; any and all claims under any Canadian law, including but not limited to all federal, provincial and local laws; and any and all claim for damages (including but not limited to claims for compensatory or punitive damages), injunctive relief, attorney's fees and costs, and equitable relief.

Executive agrees not to bring any lawsuits against Parent, U.S. Employer, and/or Thompson Creek relating to the claims that Executive has released and not to accept any damages pursued by any other entity or person on Executive's behalf, including but not limited to any claim by Executive that Executive was jointly employed by Parent and U.S. Subsidiary.

3.    Reservation of Executive's Rights.    Nothing contained in this Agreement waives or releases any rights Executive may have to: (a) make any claim relating to the validity of this Agreement under the ADEA as amended by the OWBPA (however, nothing in this Agreement is intended to reflect any party's belief that the waiver of Executive's claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived); (b) file an administrative charge with the Equal Employment Opportunity Commission ("EEOC") (however, Executive agrees that Executive will not be entitled to any further recovery of any kind from Parent, U.S. Subsidiary and/or Thompson Creek in the event the EEOC or any other administrative agency pursues a claim on Executive's behalf or arising out of Executive's administrative charge); or (c) to make any other claim that cannot be released by law.

4.    Enforcement.    In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.

5.    Severability.    If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

6.    Governing Law and Venue.    This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litigated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado.

7.    Acknowledgements.Executive specifically acknowledges and agrees that by entering into this Agreement and in exchange for the consideration described in paragraph 1 above to which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement.

        Executive further expressly acknowledges and agrees that:

(a)

Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily.



(b)

Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Parent or U.S. Subsidiary or Thompson Creek arising on or before the date of the Agreement as it relates to Parent's role, if any, as the Executive's alleged employer (or alleged joint employer with the U.S. Subsidiary) from the date of Executive's hiring through and including the date of the execution of this Agreement. Executive is not waiving (or giving up) rights or claims that may arise after the date the Agreement is executed.



(c)

EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO THOMPSON CREEK'S RECOMMENDATION.



(d)

Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner.



(e)

Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation

will be in writing and hand-delivered or mailed to Thompson Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to THOMPSON CREEK METALS COMPANY USA, Attn: Chief Executive Officer, 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120 USA; and sent by certified mail, return receipt requested.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT BEFORE SIGNING IT:

		EXECUTIVE
DATED:	1-4-10	/s/ Dale Huffman Dale Huffman
		THOMPSON CREEK METAL COMPANY USA
DATED:	1-4-10	/s/ Kevin Loughrey Signature
		THOMPSON CREEK METALS COMPANY INC.
DATED:	1-4-10	/s/ Kevin Loughrey Signature

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.7

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Exhibit 10.7

EMPLOYMENT AGREEMENT

        THIS AGREEMENT made as of the 1st day of November, 2006.

        BETWEEN:

BLUE PEARL MINING LTD., a corporation existing under the laws of the Province of Ontario

("Blue Pearl" or the "Corporation")

OF THE FIRST PART

- and -

KEN COLLISON, of the City of Vancouver, British Columbia

(the "Executive")

OF THE SECOND PART

        WHEREAS Blue Pearl wishes to continue to employ the Executive and the Executive wishes to continue to be employed by Blue Pearl in connection with the continuing operation of the business carried on by Blue Pearl (the "Business").

        AND WHEREAS Blue Pearl and the Executive wish to set out the terms of the Executive's employment.

        NOW THEREFORE IN CONSIDERATION OF the payment of the sum of $1.00, the covenants and agreements continued in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

DEFINITIONS

        1.     In this Agreement, in addition to those terms defined above and unless there is something in the subject matter inconsistent therewith, the terms set forth below shall have the following corresponding meanings:

        "Affiliate" means any Person which, directly or indirectly, controls or is controlled by or is under common control with a Party, and the term "Affiliated" has a corresponding meaning. For the purposes of this Agreement "control" and "controlled" shall have the meanings ascribed thereto in the Business Corporations Act (Ontario).

        "Agreement" means this agreement between the Parties.

        "Board" means the board of directors of Blue Pearl from time to time.

        "Change of Control" means the occurrence of any one or more of the following events:

(a)

less than 50% of the Board being composed of Continuing Directors;



(b)

any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Act) to cast or to direct the casting of 30% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

(c)

the shareholders of the Corporation approve all necessary resolutions required to permit any person to accomplish the result set forth in paragraph (b), above, even if the securities have not yet been issued to or transferred to that Person;



(d)

the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Corporation shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and its subsidiaries as at the end of the most recently completed financial year of the Corporation or (B) which during the most recently completed financial year of the Corporation generated, or during the then current financial year of the Corporation are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and its subsidiaries, to any other Person or Persons (other than one or more Affiliates of the Corporation), in which case the Change in Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;



(e)

the shareholders of the Corporation approve all necessary resolutions required to permit any person to accomplish the result set forth in paragraph (d), above; or



(f)

in the event the Corporation:



(i)

becomes insolvent or generally not able to pay its debts as they become due;



(ii)

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;



(iii)

institutes or has instituted against it any proceeding seeking,



a.

to adjudicate it a bankrupt or insolvent;



b.

liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan or compromise or arrangement or other corporate proceeding involving or affecting its creditors;



c.

the entry of an order for the relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or



(iv)

takes any corporate action to authorize any of the above actions.

For the purposes of the foregoing, "Voting Securities" means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

        "Common Shares" means the common shares in the capital of the Corporation.

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        "Continuing Director" shall mean either:

(a)

an individual who is a member of the Board on the Effective Date; or



(b)

an individual who becomes a member of the Board subsequent to the date of this Agreement with the agreement of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became a member of the Board.

        "Effective Date" means November 1, 2006.

        "Employment" means the employment of the Executive in connection with the Business and in accordance with the terms and conditions of this Agreement.

        "Party" means a party to this Agreement, and "Parties" has a similar extended meaning.

        "Permanent Disability" means any physical or mental incapacity, disease or affliction which:

(a)

prevents the Executive from performing substantially all his obligations as an executive officer of Blue Pearl; and



(b)

has existed for a continuous period of one hundred and eighty (180) days in any period of three hundred and sixty-five (365) consecutive days.

        "Person" includes any individual, partnership, joint venture, trust, unincorporated organization or any other association, corporation, or any government or any department or agency thereof.

        "Plan" means the Blue Pearl Share Option Plan.

        "Policies" means the Blue Pearl Disclosure, Confidentiality and Insider Trading Policy and the Blue Pearl Code of Business Conduct and Ethics, both of which are incorporated by reference in and form part of this Agreement, and include such amendments as may occur from time to time.

        "Securities Act" means the Securities Act (Ontario).

        "Subsidiary" means a body corporate which is a subsidiary of the Corporation as defined in the Business Corporations Act (Ontario).

        "Triggering Event" means any one of the following events which occurs without the express agreement in writing of the Executive;

(i)

a material adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits, perquisites of the Executive as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control;



(ii)

a material diminution of the title of the Executive as it exists immediately prior to the Change of Control;



(iii)

a change in the person or body to whom the Executive reports immediately prior to the Change of Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, provided that this shall not include a change resulting from a promotion in the normal course of business; or



(iv)

a material change in the hours during or location at which the Executive is regularly required immediately prior to the Change of Control to carry out the terms of his employment with the Corporation, or a material increase in the amount of travel the Executive is required to conduct on behalf of the Corporation.

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AGREEMENT TO EMPLOY

        2.     Blue Pearl agrees to continue to employ the Executive as of the Effective Date in connection with the Business on the terms and conditions set out herein and the Executive agrees to accept employment on such terms.

TERM

        3.     The term of this Agreement and the Employment shall be for an indefinite period, provided that:

(a)

Blue Pearl may terminate this Agreement and the Employment at any time as set out in paragraphs 10, 11 and 14 hereof;



(b)

the Executive may terminate this Agreement and the Employment at any time as set out in paragraph 12 hereof;



(c)

the Corporation or the Executive may terminate this Agreement and the Employment upon the occurrence of a Change of Control as set out in paragraph 13 hereof; and



(d)

this Agreement and the Employment are automatically terminated when the Executive dies.

DUTIES AND RESPONSIBILITIES

        4.     The Executive shall serve as Chief Operating Officer and shall perform such duties and assume such responsibilities inherent in and consonant with his position as an executive of Blue Pearl, and further will perform such reasonable additional duties and responsibilities as the Chief Executive Officer may require and assign to him including serving as an officer of Affiliates of Blue Pearl at no additional compensation. The Executive shall report to the Chief Executive Officer of Blue Pearl. The Executive shall work out of the Corporation's office in Vancouver, British Columbia. The Executive acknowledges that his employment will entail frequent travel to places including where the Corporation has operations, other than his regular place of employment.

CONFLICT OF INTEREST/DUTY OF LOYALTY

        5.     The Executive agrees to devote all of his working time during the Employment to the Business and shall not engage or have an interest in any other enterprise, occupation or profession, directly or indirectly, or become a principal, agent, director, officer or employee of another company, firm or person, as applicable, which will or may interfere with or conflict with the Executive's duties and responsibilities hereunder without the written approval, not to be unreasonably withheld, of the Chief Executive Officer. If the Corporation determines that the Executive is in breach of this provision and such breach is capable of cure, it shall provide written notice of the breach and afford the Executive 10 days to cure the breach. Failure by the Executive to cure the breach within such 10 day period shall constitute just cause for termination of the Executive's employment. In the event of breach not capable of cure, the breach by the Executive of this provision shall constitute immediate grounds for termination of the Executive's employment for just cause.

CONFIDENTIALITY AND NON-SOLICITATION

6.

(a)    The Executive agrees to keep the affairs of the Business, financial and otherwise, strictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during or after his Employment by Blue Pearl except as reasonably necessary to carry out his Employment duties or as otherwise authorized in writing by the Board or an authorized committee thereof. The Executive agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Business, whether or not those interests conflict

4

with the interests of the Business, during or after his employment by Blue Pearl. The Executive agrees that all trade secrets, trade names, client information, client files and processing and marketing techniques, mineral properties, mineral exploration data or information or mining or exploration proposals relating to the Business or disclosed to the Executive in the course of his Employment shall become, on execution of this Agreement, and shall be thereafter, as the case may be, the sole property of Blue Pearl whether arising before or after the execution of this Agreement.

(b)

The Executive covenants and agrees with the Corporation that he will not, at any time during the term of this Agreement and for a period of twenty-four (24) months thereafter, without the prior written consent of the Corporation, either directly or indirectly solicit (for the purposes of enticing away from the Corporation or its affiliates), interfere with or endeavor to entice away from the Corporation or its affiliates any customer, supplier or employee of or consultant to the Corporation or its affiliates or any other person in the habit of dealing with the Corporation or its affiliates.

REMUNERATION

7.

(a)    The Executive shall be remunerated as follows during the term of this Agreement:

(i)

initial base salary of CDN$290,000 per annum payable monthly less any amount paid to the Executive pursuant to any other employment or consulting agreement or arrangement between the Executive and the Corporation or any of its Affiliates, and to be reviewed annually by the Board but in any event shall not be less than the previous year's base salary;



(ii)

an annual bonus as may be determined by the Compensation Committee of the Board;



(iii)

all benefits generally provided to senior officers of Blue Pearl effective as of the date of this Agreement, or such other benefits that may be generally provided to senior officers of Blue Pearl from time to time on terms determined by the Board and (in any event) parking at the Executive's principal office of employment as set out in section 4, above; and



(iv)

five (5) weeks' vacation annually. Vacation must be taken in the calendar year in which it is earned. If less than two weeks vacation are taken in any calendar year the difference between two weeks and the amount taken may be carried forward into the next calendar year. All other unused vacation time and pay shall be forfeited.

(b)

All payments required to be made under this Agreement are subject to statutory deductions, as applicable, including without limitation for income tax.

        8.     The Executive shall be entitled to participate in the Plan and shall be granted incentive stock options to acquire Common Shares of the Corporation under the Plan in such amounts as approved by the Board from time to time.

REIMBURSEMENT OF EXPENSES

        9.     All the Executive's reasonable expenses related to the Business will be reimbursed upon the submittal by the Executive of an expense report with appropriate supporting documentation to Blue Pearl.

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TERMINATION

        10.   This Agreement and the Employment may be terminated by Blue Pearl summarily and without notice, or payment in lieu of notice, severance payments, benefits, damages or any sums whatsoever, in the event that there is just cause for termination of the Executive's Employment at common law. Notwithstanding the generality of the foregoing, just cause shall be deemed to exist in the event the Executive:

(a)

engages in conduct which is detrimental to the reputation of the Corporation or any of its Affiliates in any material respect;



(b)

has committed an act of fraud or material dishonesty in connection with his Employment or the Business;



(c)

has committed a material violation of applicable securities legislation; or



(d)

materially breaches his duties under this Agreement, including the Policies.

        11.   Despite the Term of this Agreement and the Employment set forth in paragraph 3, above:

(a)

This Agreement and the Employment may be terminated on notice by Blue Pearl to the Executive without cause, with payment to the Executive of a lump sum equal to 24 months' base salary; plus accrued but unused vacation to the date that notice of termination is given (the "Notice Date"), less required withholdings. Any stock options granted by Blue Pearl which would have vested during the 24 months following the Notice Date shall vest on the Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is twenty-four (24) months from the Notice Date, notwithstanding the provisions of any agreement or plan.



(b)

Upon termination of his employment pursuant to this paragraph 11, the Executive shall continue to be entitled to participate, at the expense of the Corporation, in the Corporation's health and medical plans for its executive personnel, until the earlier of the Executive's obtaining alternate coverage under the terms of any new employment or the second anniversary of the termination date. If such participation is not permitted under the terms of any such plan, the Corporation shall pay to the Executive, in addition to all other amounts payable hereunder, an amount equal to the Employer's cost to provide such benefits to an employee for two years.



(c)

The parties agree that any payment to the Executive pursuant to this paragraph 11 is not intended and will not be of the nature of a penalty and shall be considered by the parties as liquidated damages.



(d)

The parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(e)

The Executive may, at his option, require the Corporation to pay all or a part of the compensation set out in this paragraph 11 above into a retirement compensation arrangement or comparable retirement fund, provided that such request shall be permissible under applicable laws and shall be at no expense to the Corporation. In such event, the establishment and funding of the arrangement or fund shall be completed as soon as reasonably practicable after notification by the Executive to the Corporation of his election. The Executive shall be entitled to any refundable tax withheld and remitted by the Corporation in the event that the Canadian taxation authorities issue any such refund.

        12.   Subject to paragraph 13, this Agreement and the Employment may be terminated on notice by the Executive to Blue Pearl by giving ninety (90) days' written notice.

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CHANGE OF CONTROL

13.

(a)    If at any time during the term of this Agreement there is a Change of Control and;

(i)

within 120 days of such Change of Control the Executive elects to terminate this Agreement and his Employment; or



(ii)

within twelve (12) months of such Change of Control the Corporation gives notice of its intention to terminate the employment of the Executive for any reason other than just cause, or a Triggering Event occurs and the Executive elects to terminate this Agreement and his Employment

the Executive shall be entitled to receive from Blue Pearl;

(1)

a lump sum equal to 36 months' base salary; plus accrued but unused vacation to the date of termination, less required withholdings.



(2)

Any stock options granted by Blue Pearl which would have vested during the 36 months following the date on which the Corporation gives notice under clause 13(a)(i) or the Executive advises the Corporation of his election under clause 13(a)(ii), as the case may be, (the "Change Notice Date") shall vest on the Change Notice Date and shall remain exercisable until the earlier of (i) the termination date of such option or (ii) the date which is thirty-six (36) months from the Change Notice Date, notwithstanding the provisions of any agreement or plan.



(3)

the Executive shall continue to be entitled to participate, at the expense of the Corporation, in the Corporation's health and medical plans for its executive personnel, until the earlier of the Executive's obtaining alternate coverage under the terms of any new employment or the third anniversary of the termination date. If such participation is not permitted under the terms of any such plan, the Corporation shall pay to the Executive, in addition to all other amounts payable hereunder, an amount equal to the Employer's cost to provide such benefits to an employee for three years.



(4)

The parties agree that any payment to the Executive pursuant to this paragraph 13 is not intended and will not be of the nature of a penalty and shall be considered by the parties as liquidated damages.



(5)

The parties further agree that, notwithstanding anything to the contrary contained in this Agreement, the Executive shall not be required or called upon to mitigate in any manner whatsoever such liquidated damages.



(6)

The Executive may, at his option, require the Corporation to pay all or a part of the compensation set out in this paragraph 13 above into a retirement compensation arrangement or comparable retirement fund, provided that such request shall be permissible under applicable laws and shall be at no expense to the Corporation. In such event, the establishment and funding of the arrangement or fund shall be completed as soon as reasonably practicable after notification by the Executive to the Corporation of his election. The Executive shall be entitled to any refundable tax withheld and remitted by the Corporation in the event that the Canadian taxation authorities issue any such refund.

DISABILITY

14.

(a)    If the Executive suffers a Permanent Disability, Blue Pearl may replace the Executive either on a temporary or permanent basis without terminating the Employment of the Executive. The

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Executive will be entitled to such disability and other benefits as may be provided for pursuant to the applicable benefit plans or programs.

(b)

If the Executive recovers from the Permanent Disability, Blue Pearl may offer to the Executive the position that the Executive formerly occupied prior to the Executive's Permanent Disability or another comparable other executive position. If no comparable position is offered by Blue Pearl to the Executive, the Executive will be entitled only to such disability and other benefits as may be provided for pursuant to the applicable benefit plans or programs.



(c)

Notwithstanding the foregoing, in the event the Executive continues to suffer from a Permanent Disability for in excess of 24 months, Blue Pearl may, at its option and subject to its obligation to make reasonable accommodation of the disability as required by applicable human rights legislation, deem the Executive's employment and this agreement to have been frustrated, provided that such determination does not and will not prejudice the Executive's eligibility for disability and other group insured benefits.

SEVERABILITY

        15.   The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, and any invalid provision will be severable from this Agreement.

GOVERNING LAW

        16.   This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of Ontario. The Executive hereby attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

HEIRS/SUCCESSORS BOUND

        17.   This Agreement inures to the benefit of and is binding upon the parties and their respective heirs, administrators, executors, successors and assigns as appropriate. The Corporation will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place, provided that, if the Executive agrees, an express agreement may not be required if such results by operation of law. Failure of the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Corporation at the same amount and on the same terms as the Executive would be entitled hereunder pursuant to paragraph 13 as if such succession had not occurred, except that for purposes of implementing the foregoing, the date of which any such succession becomes effective shall be deemed the date of termination of the Executive's employment.

ASSIGNMENT

        18.   This Agreement is not assignable by either party without the consent in writing of the other party, which consent may be unreasonably withheld, provided that Blue Pearl shall be entitled to assign this Agreement, without the Executive's consent, to an Affiliate of Blue Pearl provided the Affiliate offers comparable employment and there is not material prejudice, including diminution of responsibilities, to the Executive by reason of such assignment.

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ENTIRE AGREEMENT

        19.   As of its date execution, this Agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties. The parties agree that there are no other collateral agreements or understandings between them except as set out in this Agreement.

AMENDMENT

        20.   This Agreement may be amended only in writing signed by the parties and witnessed.

HEADINGS

        21.   All headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.

RECOURSE ON BREACH

        22.   The Executive acknowledge that damages would be an insufficient remedy for a breach of this Agreement and agrees that Blue Pearl may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement or to enforce the covenants contained herein, and, in particular, the covenants contained in paragraph 6 herein, in addition to rights Blue Pearl may have to damages arising from said breach or threat of breach. The Executive hereby waives any defences he may or can have to strict enforcement of this Agreement by Blue Pearl. Furthermore, the Executive acknowledges and agrees that his obligations to the Corporation under this agreement are material to the Corporation's willingness to provide termination and other benefits to him and, without prejudice to any other rights the Corporation may have, a breach by the Executive of such obligations will constitute cause for the Corporation to cease making any payments and providing such other benefits.

CONFIDENTIALITY OF AGREEMENT

        23.   The parties agree that this Agreement is confidential and shall remain so. The parties agree that this Agreement or the contents hereof shall not be divulged by any party without the consent in writing of the other party, with the exception of disclosure to personal advisors, disclosure that may be required by the laws of any jurisdiction in which the Business is conducted or may be conducted in future and disclosure pursuant to applicable securities laws and the rules and policies of any stock exchange on which Blue Pearl securities are traded. Each party agrees to request of its personal advisors that they enter into similar agreements of confidentiality if requested to do so by the other party to this Agreement.

INDEPENDENT LEGAL ADVICE

        24.   The Executive agrees that he has had independent legal advice or the opportunity to receive same in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

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NOTICE

        25.   Any notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given if delivered personally, or if sent by prepaid registered mail to the intended recipient of such notice at:

(a)

in the case of Blue Pearl, to:

6 Adelaide Street East
Suite 500
Toronto, Ontario M5C 1H6

Attention:    Chairman

with a copy (which shall not constitute notice hereunder) to:

Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3C2

Attention: Paul M. Stein

(b)

in the case of the Executive, to:

555Jervis Street,
Suite 2304,
Vancouver, British Columbia
V6E 4N1

or at such other address as the party to whom such writing is to be given shall provide in writing to the party giving the said notice. Any notice delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing.

PRIVACY

        26.   By accepting employment with the Corporation, the Executive consents to the Corporation collecting, using and disclosing his personal information for purposes relating to the maintenance of the employment relationship. The purposes of the Corporation's collection, use and disclosure include, but are not limited to:

(a)

ensuring that the Executive is properly remunerated for his services to the Corporation which shall include disclosure to third party payroll providers;



(b)

administering and/or facilitating the provision of any benefits to which the Executive is or may become entitled, including bonuses, benefits, pensions, registered retirement savings plan, short, medium and long-term incentive plans; this shall include the disclosure of the Executive's personal information to the Corporation's third party service providers and administrators;



(c)

ensuring that the Corporation is able to comply with any regulatory, reporting and withholding requirements relating to the Executive's employment;



(d)

performance and promotion;

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(e)

monitoring the Executive's access to and use of the Corporation's electronic media services in order to ensure that the use of such services is in compliance with the Corporation's policies and procedures and is not in violation of any applicable laws;



(f)

complying with the Corporation's obligations to report improper or illegal conduct by any director, officer, employee or agent of the Corporation under any applicable securities, criminal or other law;



(g)

allowing a potential purchaser of the shares or assets of the Corporation to conduct due diligence with respect to employment obligations of the Corporation, subject to compliance with the treatment of such information as required by applicable legislation respecting privacy; and



(h)

any other purpose for which the Executive is given notice and which is reasonably related to the maintenance of the Executive's employment relationship.

SURVIVAL

        27.   Paragraphs 6, 22, 23 and 27 shall survive the termination of this Agreement and the Employment and shall continue in full force and effect according to their terms.

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        IN WITNESS WHEREOF the parties hereto have executed this Agreement.

BLUE PEARL MINING LTD.	)
	)
/s/ Denis C. Arsenault	)
Authorized Signatory	)
	)
/s/ Ian J. McDonald	)
Authorized Signatory	)
	)
	)
SIGNED in the presence of:	)
	)
	)
/s/ Peter Tredger	)	/s/ Kenneth W. Collison
Witness	)	Kenneth W. Collison

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QuickLinks

EMPLOYMENT AGREEMENT

EX-10.8

Exhibit 10.8

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT.  THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED WITH THE  U.S. SECURITIES AND EXCHANGE COMMISSION.

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

This Agreement is made as of June 12, 1997 (“Effective Date”) between Thompson Creek Mining Ltd., a Canadian corporation (“Thompson Creek”), the address of which is 5241 S. Quebec Street, Suite 103, Englewood, Colorado 80111 and Nissho Iwai Moly Resources, Inc. (Canada), a British Columbia corporation (“Nissho Iwai”), the address of which is Suite 2624-1055 Dunsmuir Street, Vancouver, British Columbia, V7X1L3.

RECITALS

A.Concurrent with this Agreement Thompson Creek and Nissho Iwai are acquiring ownership and control of the Endako Molybdenum Mine and Processing Plant and other certain properties in British Columbia, Canada, which properties are described in Exhibit A and defined in Exhibit D.

B.Mining is currently being conducted on the Properties.

C.The parties intend to continue Mining and to explore for additional ore deposits on the Properties.

D.Thompson Creek and Nissho Iwai wish to set forth their agreement with respect to the exploration, evaluation, development and mining of mineral resources within the Properties.

NOW THEREFORE, in consideration of the covenants and conditions contained herein, Thompson Creek and Nissho Iwai agree as follows:

ARTICLE I

DEFINITIONS AND CROSS-REFERENCES

1.1Definitions. The terms defined in Exhibit D and elsewhere shall have the defined meaning wherever used in this Agreement, including in Exhibits.

1.2Cross-References. References to “Exhibits,” “Articles,” “Sections” and “Subsections” refer to Exhibits, Articles, Sections and Subsections of this Agreement. References to “Paragraphs” and “Subparagraphs” refer to paragraphs and subparagraphs of the referenced Exhibits.

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ARTICLE II
NAME, PURPOSES AND TERM

2.1General.Thompson Creek and Nissho Iwai hereby enter into this Agreement for the specific purposes and undertaking hereinafter stated. This Agreement does not create any rights, interests or obligations in respect of any other business undertakings of any of the parties. All of the rights and obligations of the Participants in connection with the Assets or the Area of Interest and all Operations shall be subject to and governed by this Agreement.

2.2Name.The Assets shall be managed and operated by the Participants under the name of Endako Joint Venture. The Manager shall accomplish any registration required by applicable assumed or fictitious name statutes and similar statutes.

2.3Purposes.This Agreement is entered into for the following purposes and for no others, and shall serve as the exclusive means by which each of the Participants accomplishes such purposes:

(a)to conduct Exploration within the Area of Interest,

(b)to acquire additional real property and other interests within the Area of Interest,

(c)to evaluate the possible Development and Mining of the Properties, and, if justified, to engage in Development and Mining,

(d)to engage in Mining and Operations on the Properties,

(e)to engage in marketing Products, to the extent provided by Article XI,

(f)to complete and satisfy all Environmental Compliance obligations and Continuing Obligations affecting the Properties, and

(g)to perform any other activity necessary, appropriate, or incidental to any of the foregoing.

2.4Limitation.Unless the Participants otherwise agree in writing, the Operations shall be limited to the purposes described in Section 2.3, and nothing in this

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Agreement shall be construed to enlarge such purposes or to change the relationships of the Participants as set forth in Section 4.

2.5 Term.The term of this Agreement shall be for twenty (20) years from the Effective Date and for so long thereafter as Products are produced from the Properties on a continuous basis, and thereafter until all materials, supplies, equipment and infrastructure have been salvaged and disposed of, any required Environmental Compliance is completed and accepted and the Participants have agreed to a final accounting, unless the Business is earlier terminated as herein provided. For purposes hereof, Products shall be deemed to be produced from the Properties on a “continuous basis” so long as production in commercial quantities is not halted for more than fifteen hundred (1500) consecutive days, inclusive of force majeure.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES

3.1Representations and Warranties of Both Participants. As of the Effective Date, each Participant warrants and represents to the other that:

(a)it is a corporation duly organized and in good standing in its province of incorporation and is qualified to do business and is in good standing in those provinces where necessary in order to carry out the purposes of this Agreement;

(b)it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate actions required to authorize it to enter into and perform this Agreement have been properly taken;

(c)it will not breach any other agreement or arrangement by entering into or performing this Agreement;

(d)it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the permitting or implementation of Operations under this Agreement; and

(e)this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.

3.2Disclosures. Each of the Participants represents and warrants that it is unaware of any material facts or circumstances that have not been disclosed to the other

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Participant or, which should be disclosed to the other Participant in order to prevent the representations and warranties in this Article from being materially misleading. Each Participant represents to the other that in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the value of the Assets and upon its own geologic and engineering interpretations related thereto.

3.3Record Title.Title to the Assets shall be held by Thompson Creek for Thompson Creek and in trust for Nissho Iwai as beneficial owner, as their Participating Interests are determined pursuant to this Agreement. Forthwith upon request of Nissho Iwai, Thompson Creek will transfer to Nissho Iwai bare legal title to the Assets in proportion to Nissho Iwai’s Participating Interest at such time. Such transfer will be in a form suitable to be registered in all applicable offices of public record as Nissho Iwai may reasonably request. The cost of such transfer will be paid out of the Business Account.

3.4Loss of Title.In respect of any failure or loss of title to the-Assets, all costs of defending title shall be charged to the Business Account.

3.5Royalties, Production Taxes and Other Payments Based on Production.All required payments of production royalties, taxes based on production of Products, and other payments out of production to private parties and governmental entities shall be determined and made by each Participant in proportion to its Participating Interest, and each Participant undertakes to make such payments timely and otherwise in accordance with applicable laws and agreements. If separate payment is not permitted, each Participant shall determine and pay its proportionate share in advance to the Participant obligated to make such payment and such Participant shall hold such amount in trust for the Participants and shall timely make such payment. Each Participant shall furnish to the other Participant evidence of timely payment for all such required payments. In the event that either Participant fails to make any such required payment, the other Participant shall have the right to make such payment and shall thereby become subrogated to the rights of such third party; provided, however, that the making of any such payment on behalf of the other Participant shall not constitute acceptance by the paying Participant of any liability to such third party for the underlying obligation.

3.6Indemnities/Limitation of Liability.

(a)Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates (collectively “Indemnified Participant”) from and against the entire amount of any Material Loss. A “Material Loss” shall mean all costs, expenses, damages or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Participant

4

(“Indemnifying Participant”) of any representation, warranty or covenant contained in this Agreement, including without limitation:

(i)any failure by a Participant to determine accurately and make timely payment of its proportionate share of required royalties, production taxes and other payments out of production to third parties as required by Section 3.5;

(ii)any action taken for or obligation or responsibility assumed on behalf of the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates by a Participant, any of its directors, officers, employees, agents and attorneys, or Affiliates, in violation of Section 4.1;

(iii)failure of a Participant or its Affiliates to comply with the non-compete or Area of Interest provisions of Section 12.6 or Article XIII;

(iv)failure of a Participant or its Affiliates to comply with the preemptive right under Section 16.3 and Exhibit H.

A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of Five Hundred Thousand Dollars ($500,000) relating to breaches of warranties, representations and covenants contained in this Agreement.

(b)If any claim or demand is asserted against an Indemnified Participant in respect of which such Indemnified Participant may be entitled to indemnification under this Agreement, written notice of such claim or demand shall promptly be given to the Indemnifying Participant. The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter, including, at the Indemnifying Participant’s expense, employment of counsel of the Indemnifying Participant’s choice. Any damages to the assets or business of the Indemnified Participant caused by a failure by the Indemnifying Participant to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Participant shall be obligated to indemnify the Indemnified Participant. Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release

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of claims against the Indemnified Participant which has arisen out of the indemnified claim or demand.

ARTICLE IV

RELATIONSHIP OF THE PARTICIPANTS

4.1No Partnership.Nothing contained in this Agreement shall be deemed to constitute either Participant the partner of the other, or, except as otherwise herein expressly provided, to constitute either Participant the agent or legal representative of the other, or to create any fiduciary relationship between them. The Participants do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership. Neither Participant, nor any of its directors, officers, employees, agents and attorneys, or Affiliates, shall act for or assume any obligation or responsibility on behalf of the other Participant, except as otherwise expressly provided herein, and any such action or assumption by a Participant=s directors, officers, employees, agents and attorneys, or Affiliates shall be a breach by such Participant of this Agreement. The rights, duties, obligations and liabilities of the Participants shall be several and not joint or collective. Each Participant shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein, and it is the express purpose and intention of the Participants that their ownership of Assets and the rights acquired hereunder shall be as tenants in common.

4.2Tax Statements.Each of the parties shall file their own individual tax returns and accompanying financial statements in respect of the assets and the revenues and expenses associated with that party’s interest in the joint venture. No financial statements shall be prepared nor filed regarding the business carried on by the joint venture other than operating statements prepared in accordance with Article X and Subsection 8.2(m) and except as may otherwise be required by law.

4.3Deleted.

4.4Other Business Opportunities.Except as expressly provided in this Agreement or in the Sales Representative Agreement, each Participant shall have the right to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with this Business, without consulting with, or obligation to, the other Participant. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to this Business nor to any other activity or operation of either Participant. Neither Participant shall have any obligation to the other with respect to any opportunity to

6

acquire any property outside the Area of Interest at any time, or, except as otherwise provided in Section 12.6, within the Area of Interest after the termination of the Business. Unless otherwise agreed in writing, neither Participant shall have any obligation to mill, beneficiate or otherwise treat any Products in any facility owned or controlled by such Participant.

4.5Waiver of Rights to Partition or Other Division of Assets.The Participants hereby waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law.

4.6Transfer or Termination of Rights to Properties.Except as otherwise provided in this Agreement, neither Participant shall Transfer all or any part of its interest in the Assets or this Agreement or otherwise permit or cause such interests to terminate.

4.7Implied Covenants.There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

ARTICLE V

CONTRIBUTIONS BY PARTICIPANTS

5.1Participants’ Initial Contributions.

(a)Thompson Creek, as its Initial Contribution, hereby contributes its 75% interest in the Assets described in Exhibit A to the purposes of this Agreement. The amount of *** shall be credited to Thompson Creek’s Equity Account on the Effective Date with respect to Thompson Creek’s Initial Contribution.

(b)Nissho Iwai, as its Initial Contribution, hereby contributes its 25% interest in the Assets described in Exhibit A to the purposes of this Agreement. The amount of *** shall be credited to Nissho Iwai’s Equity Account on the Effective Date with respect to Nissho Iwai’s Initial Contribution.

5.2Additional Contributions.The Participants, subject to any election permitted by Subsection 9.5(a), shall be obligated to contribute funds to adopted Programs and Budgets in proportion to their respective Participating Interests.

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ARTICLE VI

INTERESTS OF PARTICIPANTS

6.1Initial Participating Interests. The Participants shall have the following initial Participating Interests:

Thompson Creek                        -                      75%

Nissho Iwai                                 -                      25%

6.2Changes in Participating Interests.The Participating Interests shall be adjusted from time to time upon the occurrence of any of the following events:

(a)Upon withdrawal or deemed withdrawal as provided in Section 6.3, and Article XII;

(b)Upon an election by either Participant pursuant to Section 9.5 to contribute less to an adopted Program and Budget than the percentage equal to its Participating Interest, or to contribute nothing to an adopted Program and Budget;

(c)In the event of default by either Participant in making its agreed-upon contribution to an adopted Program and Budget, followed by an election by the other Participant to invoke any of the remedies in Section 10.5;

(d)Upon Transfer by either Participant of part or all of its Participating Interest in accordance with Article XVI; or

(e)Upon acquisition by either Participant of part or all of the Participating Interest of the other Participant, however arising.

6.3Elimination of Minority Interest.

(a)A Reduced Participant whose Recalculated Participating Interest becomes less than five percent (5%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant’s Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive five percent (5%) of Net Proceeds, if any, to a

8

maximum amount of fifty percent (50%) of the Reduced Participant’s Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to Section 6,3(b) and Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant.

(b)The relinquishment, withdrawal and entitlement for which this Section provides shall be effective as of the effective date of the recalculation under Sections 9.5 or 10.5. However, if the final adjustment provided under Section 9.6 for any recalculation under Section 9.5 results in a Recalculated Participating Interest of five percent (5%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under Subsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 9.6(d). Similarly, if such final adjustment under Section 9.6 results in a Recalculated Participating Interest for either Participant of less than five percent (5%) for a Program Period as to which the provisional calculation under Section 9.5 had not resulted in a Participating Interest of less than five percent (5%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of five percent (5%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of Subsection 6.3(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 9.6(d), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

6.4Continuing Liabilities Upon Adjustments of Participating Interests.Any reduction or elimination of either Participant’s Participating Interest under Section 6.3 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Participant’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of

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Participating Interests under Sections 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under Sections 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 6.3(a).

6.5Documentation of Adjustments to Participating Interests.Adjustments to the Participating Interests need not be evidenced during the term of this Agreement by the execution and recording of appropriate instruments, but each Participant’s Participating Interest and related Equity Account balance shall be shown in the accounting records of the Manager, and any adjustments thereto, including any reduction, readjustment, and restoration of Participating Interests under Sections 6.3, 9.5, 9.6 and 10.5, shall be made monthly. However, either Participant, at any time upon the request of the other Participant, shall execute and acknowledge instruments necessary to evidence such adjustments in form sufficient for filing and recording in the jurisdiction where the Properties are located.

6.6Grant of Lien and Security Interest.

(a)Subject to Section 6.7, each Participant grants to the other Participant a lien upon and a security interest in its Participating Interest, including all of its right, title and interest in the Assets, whenever acquired or arising, and the proceeds from and accessions to the foregoing.

(b)The liens and security interests granted by Subsection 6.6(a) shall secure every obligation or liability of the Participant granting such lien or security interest created under this Agreement, including the obligation to repay a Cover Payment in accordance with Section 10.4. Each Participant hereby agrees to take all action necessary to perfect such lien and security interest and hereby appoints the other Participant its attorney-in-fact to execute, file and record all financing statements and other documents necessary to perfect or maintain such lien and security interest.

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6.7Subordination of Interests.Each Participant shall, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate its Participating Interest, any liens it may hold which are created under this Agreement other than those created pursuant to Section 6.6 hereof, and any other right or interest it holds with respect to the Assets (other than any statutory lien of the Manager) to any secured borrowings for Operations approved by the Management Committee, including any secured borrowings relating to Project Financing, and any modifications or renewals thereof. In addition Thompson Creek will subordinate its lien hereunder to all security interests granted from time to time pursuant to the Credit Facility Agreement.

ARTICLE VII

MANAGEMENT COMMITTEE

7.1Organization and Composition.The Participants hereby-establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of three (3) member(s) appointed by Thompson Creek and two (2) member(s) appointed by Nissho Iwai. Each Participant may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments by a Participant shall be made or changed by notice to the other members. Thompson Creek shall designate one of its members to serve as the chair of the Management Committee.

7.2Decisions.

(a)Each Participant, acting through its appointed member(s) in attendance at the meeting, shall have the votes on the Management Committee in proportion to its Participating Interest. Except as provided in Section 7.2 (b) and otherwise in this Agreement, the vote of the Participant with a Participating Interest over fifty (50%) shall determine the decisions of the Management Committee.

(b)The following matters shall require the unanimous vote of the Management Committee:

(i)disposition of all or a substantial portion of the Assets including by way of liquidation or winding up;

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(ii)contracts with affiliates over $500,000 or sales of product to affiliates of Nissho Iwai Corporation or Thompson Creek Metals LLC;

(iii)compensation for management of the Business;

(iv)modification of this Agreement;

(v)any change in business purpose;

(vi)any modifications or replacements to the Production Plan;

(vii)investment in other companies;

(viii)any borrowing by the joint venture or loan to any third party or any guarantee;

(ix)changes in the Manager other than by reasons of default; and

(x)except as provided in Subsection 9.9, a discretionary capital expenditure in excess of $1,000,000.

7.3Meetings.

(a)The Management Committee shall hold regular meetings at least quarterly in Englewood, Colorado, or at other agreed places. The Manager shall give twenty (20) days notice to the Participants of such meetings. Additionally, either Participant may call a special meeting upon seven (7) days notice to the other Participant. In case of an emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if at least one member representing each Participant is present; provided, however, that if a Participant fails to attend two consecutive properly called meetings, then a quorum shall exist at the second meeting if the other Participant is represented by at least one appointed member, and a vote of such Participant shall be considered the vote required for the purposes of the conduct of all business properly noticed even if such vote would otherwise require unanimity.

(b)If business cannot be conducted at a regular or special meeting due to the lack of a quorum, either Participant may call the next meeting upon ten (10) days notice to the other Participant.

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(c)Each notice of a meeting shall include an itemized agenda prepared by the Manager in the case of a regular meeting or by the Participant calling the meeting in the case of a special meeting, but any matters may be considered if either Participant adds the matter to the agenda at least two (2) business days before the meeting or with the consent of the other Participant. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the other Participant within ten (10) days after the meeting. Either Participant may electronically record the proceedings of a meeting. The other Participant shall sign and return or object to the minutes prepared by the Manager within thirty (30) days after receipt, and failure to do either shall be deemed acceptance of the minutes as prepared by the Manager. The minutes, when signed or deemed accepted by both Participants, shall be the official record of the decisions made by the Management Committee. Decisions made at a Management Committee meeting shall be implemented in accordance with adopted Programs and Budgets. If a Participant timely objects to minutes proposed by the Manager, the members of the Management Committee shall seek, for a period not to exceed thirty (30) days from receipt by the Manager of notice of the objections, to agree upon minutes acceptable to both Participants. If the Management Committee does not reach agreement on the minutes of the meeting within such thirty (30) day period, the minutes of the meeting as prepared by the Manager together with the other Participant’s proposed changes shall collectively constitute the record of the meeting. If personnel employed in Operations are required to attend a Management Committee meeting, reasonable costs incurred in connection with such attendance shall be charged to the Business Account. All other costs shall be paid by the Participants individually.

7.4Action Without Meeting in Person.In lieu of meetings in person, the Management Committee may conduct meetings by telephone or video conference, so long as minutes of such meetings are prepared in accordance with Subsection 7.3(c). The Management Committee may also take actions in writing signed by all members.

7.5Matters Requiring Approval.      Except as otherwise delegated to the Manager in Section 8.2, the Management Committee shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.

ARTICLE VIII

MANAGER

8.1Appointment.The Participants hereby appoint Thompson Creek as the Manager with overall management responsibility for Operations.

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8.2Powers and Duties of Manager.Subject to the terms and provisions of this Agreement, and the supervision of the Management Committee, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.

(a)The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in Article IX.

(b)The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and Budgets, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.

(c)The Manager shall use reasonable efforts to:(i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic’s or materialmen’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.

(d)The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.

(e)The Manager shall:(i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant’s sales revenue or net income and taxes, including production taxes, attributable to a Participant’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization

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thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets in a condition suitable to conduct Operations in accordance with this Agreement.

(f)The Manager shall:(i) apply for all necessary permits, claims licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision for a violation if it has complied with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account.

(g)The Manager shall prosecute and defend, but shall -not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Manager shall not approve in advance any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000) in cash or value without the prior written consent of the non-managing Participant.

(h)The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee.

(i)The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of One Hundred Thousand Dollars ($100,000); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.1; (iii) begin a liquidation of the Business; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business.

(j)The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors but may not assign or subcontract out all or substantially all of its responsibilities without consent pursuant to Subsection 7.2(b).

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(k)The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants.

(1)The Manager shall maintain Equity Accounts for each Participant. Each Participant’s Equity Account shall be credited with the value of such Participant’s contributions under Subsections 5.1 (a) and 5.1(b) and shall be credited with amounts contributed by such Participant under Section 5.2. Each Participant’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Manager shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used regardless of the actual amount received by each Participant upon disposition of such Products.

(m)The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant’s cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager, subject to Article XVIII. In addition, the Manager shall allow the non-managing Participant, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations.

(n)The Manager shall prepare an Environmental Compliance plan for

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all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.

(o)The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto.

(p)The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.

(q)The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1.

8.3Standard of Care. The Manager shall discharge its duties under Section 8.2 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, and in accordance with Laws and with the terms and provisions of leases, licenses, permits, contracts and other agreements pertaining to the Assets. The Manager shall not be liable to the other Participant for any act or omission resulting in damage or loss except to the extent caused by or attributable to the Manager’s willful misconduct or gross negligence. The Manager shall not be in default of any

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of its duties under Section 8.2 if its inability or failure to perform results from the failure of the other Participant to perform acts or to contribute amounts required of it by this Agreement.

8.4Resignation; Deemed Offer to Resign.The Manager may resign upon not less than nine (9) months’ prior notice to the other Participant, in which case the other Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, at the option of the other Participant, the Manager shall be deemed to have resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to be appointed by the other Participant at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager.

(a)The aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%);

(b)The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of sixty (60) days after notice from the other Participant demanding performance;

(c)The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due;

(d)A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager;

(e)The Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or takes corporate or other action in furtherance of any of the foregoing; or

(f)Entry is made against the Manager of a judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced

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under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

8.5Payments To Manager.The Manager shall be compensated for its services and reimbursed for its costs hereunder in accordance with Exhibit B.

8.6Transactions With Affiliates.If the Manager engages Affiliates to provide services hereunder, it shall do so on terms no less favourable than would be the case in arm’s-length transactions with unrelated persons.

8.7Activities During Deadlock.If the Management Committee for any reason fails to adopt an Exploration, Pre-Feasibility Study, Feasibility Study or Development Program and Budget, the Manager shall continue Operations at levels sufficient to maintain the Properties. If the Management Committee for any reason fails to adopt Programs and Budgets subsequent to the initial Program and Budget, subject to the contrary direction of the Management Committee and receipt of necessary funds, the Manager shall continue Operations at levels comparable with the last adopted Program and Budget. All of the foregoing shall be subject to the contrary direction of the Management Committee and the receipt of necessary funds.

ARTICLE IX

PROGRAMS AND BUDGETS

9.1Initial Program and Budget.The Initial Program and Budget to which both Participants have agreed is hereby adopted and is attached as Exhibit G.

9.2Operations Pursuant to Programs and Budgets.Except as otherwise provided in Section 9.13, and Article XIII, Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired only pursuant to adopted Programs and Budgets. Every Program and Budget adopted pursuant to this Agreement shall conform to the Production Plan and provide for accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget.

9.3Presentation of Programs and Budgets.Proposed Programs and Budgets shall be prepared by the Manager for a period of one (1) year or any other period as approved

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by the Management Committee, and shall be submitted to the Management Committee for review and consideration. All proposed Programs and Budgets may include Exploration, Pre-Feasibility Studies, Feasibility Study, Development, Mining and Expansion or Modification Operations components, or any combination thereof, and shall be reviewed and adopted upon a vote of the Management Committee in accordance with Sections 7.2 and 9.4. Each Program and Budget adopted by the Management Committee, regardless of length, shall be reviewed at least once a year at a meeting of the Management Committee. During the period encompassed by any Program and Budget, and at least three (3) months prior to its expiration, a proposed Program and Budget for the succeeding period shall be prepared by the Manager and submitted to the Management Committee for review and consideration. The Manager will submit its first Program and Budget on or before August 31, 1997.

9.4Review and Adoption of Proposed Programs and Budgets.Within sixty (60) days after submission of a proposed Program and Budget which includes all background information reasonably required to evaluate it, each Participant shall submit in writing to the Management Committee:

(a)Notice that the Participant approves any or all of the components of the proposed Program and Budget;

(b)Modifications proposed by the Participant to the components of the proposed Program and Budget; or

(c)Notice that the Participant rejects any or all of the components of the proposed Program and Budget.

If a Participant fails to give any of the foregoing responses within the allotted time, the failure shall be deemed to be a vote by the Participant for adoption of the Manager’s proposed Program and Budget. If a Participant makes a timely submission to the Management Committee pursuant to Subsections 9.4(a), (b) or (c), then the Manager working with the other Participant shall seek for a period of time not to exceed twenty (20) days to develop a complete Program and Budget acceptable to both Participants. The Manager shall then call a Management Committee meeting in accordance with Section 7.3 for purposes of reviewing and voting upon the proposed Program and Budget.

9.5Election to Participate.

(a)By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning

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adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under Subsection 9.5(a)(ii) or (iii), its Participating Interest shall be recalculated as provided in Subsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period;

(b)If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated by dividing: (A) the sum of (1) the amount credited to the Reduced Participant’s Equity Account with respect to its Initial Contribution under Section 5.1, (2) the total of all of the Reduced Participant’s contributions under Section 5.2, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by seventy five percent (75%); or

The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available.

(c)Whenever the Participating Interests are recalculated pursuant to this Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

(d)An illustration of the manner in which adjustment described in Section 9.5 would be effected is as follows: Assuming

(i)there are two patties (A and B);

(ii)the total amount to be contributed pursuant to an approved Program and Budget is 24,000,000; and

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(iii)A’s Participating Interest is 25% and B’s Participating Interest is 75%.

(iv)the amount in Party A’s Equity Account with respect to its Initial Contribution: ***

(v)the amount in Party B’s Equity Account with respect to its Initial Contribution: ***

(vi)total of Party A’s contributions under Section 5.2: $2,500,000;

(vii)total of Party B’s contributions under Section 5.2: $7,500,000;

(viii)A’s contribution to adopted Program: $4,000,000;

(ix)B’s contribution to adopted Program: $18,000,000.

Then, Party A’s revised Participating Interest would be calculated as follows:

(*** + $2,500,000 + $4,000,000)

*** + $10,000,000 + 22,000,000

= *** x 75%

= ***%

9.6Recalculation or Restoration of Reduced Interest Based on Actual Expenditures.

(a)If a Participant makes an election under Subsection 9.5(a)(ii) or (iii), then within thirty (30) days after the conclusion of such Program and Budget, the Manager shall report the total amount of money expended plus the total obligations incurred by the Manager for such Budget.

(b)If the Manager expended or incurred obligations that were more or less than the adopted Budget, the Participating Interests shall be recalculated pursuant to

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Subsection 9.5(b) by substituting each Participant’s actual contribution to the adopted Budget for that Participant’s estimated contribution at the time of the Reduced Participant’s election under Subsection 9.5(a).

(c)All recalculations under this Section IX shall be effective as of the first day of the Program Period for the Program and Budget. The Manager, on behalf of both Participants, shall make such reimbursements, reallocations of Products, contributions and other adjustments as are necessary so that, to the extent possible, each Participant will be placed in the position it would have been in had its Participating Interests as recalculated under this Section been in effect throughout the Program Period for such Program and Budget.

(d)Whenever the Participating Interests are recalculated pursuant to this Section, (i) the Participants’ Equity Accounts shall be revised to bear the same ratio to each other as their Recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

9.7Expansion or Modification Programs and Budgets.Any Program and Budget proposed by the Manager involving Expansion or Modification shall be based on a Feasibility Study prepared by the Manager, Feasibility Contractors, or both, or prepared by the Manager and audited by Feasibility Contractors, as the Management Committee determines. The Program and Budget, which include Expansion or Modification, shall be submitted for review and approval by the Management Committee within sixty (60) days following receipt by the Manager of such Feasibility Study.

9.8Budget Overruns; Program Changes.The Manager shall immediately notify the Management Committee of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget by more than ten percent (10%) in the aggregate, then the excess over ten percent (10%), unless directly caused by an emergency or unexpected expenditure made pursuant to Section 9.9 or unless otherwise authorized or ratified by the Management Committee, shall be for the sole account of the Manager and such excess shall not be included in the calculations of the Participating Interests nor deemed a contribution under this Agreement. Budget overruns of ten percent (10%) or less in the aggregate shall be borne by the Participants in proportion to their respective Participating Interests.

9.9Emergency or Unexpected Expenditures.In case of emergency, the Manager may take any reasonable action it deems necessary to protect life or property, to protect the Assets or to comply with Laws. The Manager may make reasonable expenditures on behalf of the Participants for unexpected events that are beyond its reasonable control and that do not

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result from a breach by it of its standard of care. The Manager shall promptly notify the Participants of the emergency or unexpected expenditure, and the Manager shall be reimbursed for all resulting costs by the Participants in proportion to their respective Participating Interests.

ARTICLE X

ACCOUNTS AND SETTLEMENTS

10.1Monthly Statements.The Manager shall promptly submit to the Management Committee monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month.

10.2Cash Calls.  On the basis of each adopted Program and Budget, the Manager shall submit prior to the last day of each month a billing for estimated cash requirements for the next month. Within ten (10) days after receipt of each billing -or a billing made pursuant to Section 9.9 or 12.4, each Participant shall advance its proportionate share of such cash requirements based upon the percentage that it has agreed to advance pursuant to Section 9.5. The Manager shall record all funds received in the Business Account. The Manager shall at all times maintain a cash balance approximately equal to the rate of disbursement for up to fifteen (15) days. All funds in excess of immediate cash requirements shall be invested by the Manager for the benefit of the Business in cash management accounts and investments selected at the discretion of the Manager, which accounts may include, but are not limited to, money market investments and money market funds.

10.3Failure to Meet Cash Calls.A Participant that fails to meet cash calls in the amount and at the times specified in Section 10.2 shall be in default, and the amounts of the defaulted cash call shall bear interest from the date due at an annual rate equal to five (5) percentage points over the Prime Rate, but in no event shall the rate of interest exceed the maximum permitted by Law. Such interest shall accrue to the benefit of and be payable to the non-defaulting Participant, but shall not be deemed as amounts contributed by the non-defaulting Participant in the event dilution occurs in accordance with Article VI. In addition to any other rights and remedies available to it by Law, the non-defaulting Participant shall have those other rights, remedies, and elections specified in Sections 10.4 and 10.5.

10.4Cover Payment.If a Participant defaults in making a contribution or cash call required by an adopted Program and Budget, the non-defaulting Participant may, but shall not be obligated to, advance some portion or all of the amount in default on behalf of the defaulting Participant (a “Cover Payment”). Each and every Cover Payment shall constitute a demand loan bearing interest from the date of the advance at the rate provided in Section 10.3.

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If more than one Cover Payment is made, the Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall apply to the aggregated Cover Payments. The failure to repay such loan upon demand shall be a default.

10.5Remedies.The Participants acknowledge that if either Participant defaults in making a contribution required by Article V or a cash call, or in repaying a loan, as required under Sections 10.2, 10.3 or 10.4, whether or not a Cover Payment is made, it will be difficult to measure the damages resulting from such default (it being hereby understood and agreed that the Participants have attempted to determine such damages in advance and determined that the calculation of such damages cannot be ascertained with reasonable certainty). Both Participants acknowledge and recognize that the damage to the non-defaulting Participant could be significant. In the event of such default, as reasonable liquidated damages, the non-defaulting Participant may, with respect to any such default not cured within thirty (30) days after notice to the defaulting Participant of such default, elect any of the following remedies by giving notice to the defaulting Participant. Such election may be made with respect to each failure to meet a cash call relating to a Program and Budget, regardless of the frequency of such cash calls, provided such cash calls are made in accordance with Section 10.2.

(a)The defaulting Participant grants to the non-defaulting Participant a power of sale as to all or any portion of its interest in any Assets or in its Participating Interest that is subject to the lien and security interest granted in Section 6.6 (whether or not such lien and security interest has been perfected), upon a default under Sections 10.3 or 10.4. Such power shall be exercised in the manner provided by applicable Law or otherwise in a commercially reasonable manner and upon reasonable notice. If the non-defaulting Participant elects to enforce the lien or security interest pursuant to the terms of this Subsection, the defaulting Participant shall be deemed to have waived any available right of redemption, any required valuation or appraisal of the secured property prior to sale, any available right to stay execution or to require a marshalling of assets, and any required bond in the event a receiver is appointed, and the defaulting Participant shall be liable for any deficiency.

(b)The non-defaulting Participant may elect to have the defaulting Participant’s Participating Interest reduced or eliminated as follows:

(i)The Reduced Participant’s Participating Interest shall be recalculated by dividing: (X) the sum of (1) the value of the Reduced Participant’s Initial Contribution under Section 5.1, (2) the total of all of the Reduced Participant’s contributions under Section 5.2, and (3) the amount, if any, the Reduced Participant contributed to the adopted Program and Budget with respect to which the default occurred; by (Y) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by sixty percent (60%).

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The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant.

(ii)Dilution under this Subsection 10.5(b) shall be effective as of the date of the original default, and Section 9.6 shall not apply. The amount of any Cover Payment under Section 10.4 and interest thereon, or any interest accrued in accordance with Section 10.3, shall be deemed to be amounts contributed by the non-defaulting Participant, and not as amounts contributed by the defaulting Participant.

(iii)Whenever the Participating Interests are recalculated pursuant to this Subsection 10.5(b), (A) the Equity Accounts of both Participants shall be adjusted to bear the same ratio to each other as their Recalculated Participating Interests; and (B) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

(iv)The defaulting Participant shall be deemed to have withdrawn and to have automatically relinquished its interest in the Assets to the non-defaulting Participant; provided, however, the defaulting Participant shall have the right to receive only from five percent (5%) of Net Proceeds, if any, and not from any other source, an amount equal to fifty percent (50%) of the defaulting Participant’s Equity Account balance at the time of such default. Upon receipt of such amount the defaulting Participant shall thereafter have no further right, title or interest in the Assets, but shall remain liable to the extent provided in Section 6.4.

10.6 Audits.

(a)Within ninety (90) days after the end of each calendar year, at the request of a Participant, an audit shall be completed by certified public accountants selected by, and independent of, the Manager. The audit shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records maintained by the Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and inventory records and all costs for which the Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after receipt of the audit report, unless either Participant elects to conduct an independent audit pursuant to Subsection 10.6(b) which is ongoing at the end of such three (3) month period, in which case such exceptions and claims may be made within the period provided in Subsection 10.6(b). Failure to make any such exception or claim within such period shall mean the audit

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is deemed to be correct and binding upon the Participants. The cost of all audits under this Subsection shall be charged to the Business Account.

(b)Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Participant shall have the right to have an independent audit of all Business books, records and accounts, including all charges to the Business Account. This audit shall review all issues raised by the requesting Participant, with all costs borne by the requesting Participant. The requesting Participant shall give the other Participant thirty (30) days prior notice of such audit. Any audit conducted on behalf of either Participant shall be made during the Manager’s normal business hours and shall not interfere with Operations. Neither Participant shall have the right to audit records and accounts of the Business relating to transactions or Operations more than twenty-four (24) months after the calendar year during which such transactions, or transactions related to such Operations, were charged to the Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after completion and delivery of such audit, or they shall be deemed waived.

ARTICLE XI

DISPOSITION OF PRODUCTION

11.1Taking In Kind.Each Participant shall take in kind or separately dispose of its share of all Products in proportion to its Participating Interest. Any extra expenditure incurred in the taking in kind or separate disposition by either Participant of its proportionate share of Products shall be borne by such Participant. The marketing and selling of Products shall be accomplished pursuant to the Sales Representative Agreement set forth as Exhibit I hereto. The Manager shall give notice in advance of the anticipated delivery date upon which Products will be available.

11.2Hedging.Neither Participant shall have any obligation to account to the other Participant for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from, futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Participant with respect to its proportionate share of any Products produced or to be produced from the Properties.

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ARTICLE XII

WITHDRAWAL AND TERMINATION

12.1Termination by Expiration or Agreement.  This Agreement shall terminate as expressly provided herein, unless earlier terminated by written agreement.

12.2If the Management Committee fails to agree upon an amended Production Plan for six months after the Manager submits it to the other Participant either Participant may elect to terminate the Business by giving ninety (90) days notice of termination to the other Participant.

12.3Withdrawal.A Participant may elect to withdraw from the Business by giving notice to the other Participant of the effective date of withdrawal, which shall be the later of the end of the then current Program Period or thirty (30) days after the date of the notice. Upon such withdrawal, the Business shall terminate, and the withdrawing Participant shall be deemed to have transferred to the remaining Participant all of its Participating Interest, including all of its interest in the Assets, without cost and free and clear of all Encumbrances arising by, through or under such withdrawing Participant, except those described in Paragraph 1.1 of Exhibit A and those to which both Participants have agreed. The withdrawing Participant shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Participant to effect the transfer of its interests in the Assets to the other Participant. If within a sixty (60) day period both Participants elect to withdraw, then the Business shall instead be deemed to have been terminated by the consent of the Participants pursuant to Section 12.1.

12.4Continuing Obligations and Environmental Liabilities.On termination of the Business under Sections 12.1, 12.2 or 12.3, each Participant shall remain liable for its respective share of liabilities to third persons (whether such arises before or after such withdrawal), including Environmental Liabilities and Continuing Obligations. The withdrawing Participant’s share of such liabilities shall be equal to its Participating Interest at the time such liability was incurred, after first taking into account any reduction, readjustment, and restoration of Participating Interests under Sections 6.3, 9.5, 9.6 and 10.5 (or, as to liabilities arising prior to the Effective Date, its initial Participating Interest).

12.5Disposition of Assets on Termination.Promptly after termination under Sections 12.1 or 12.2, the Manager shall take all action necessary to wind up the activities of the Business. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account.

12.6Non-Compete Covenants.Neither a Participant that withdraws pursuant to Section 12.3, or is deemed to have withdrawn pursuant to Sections 6.3 or 10.5, nor any Affiliate of such a Participant, shall directly or indirectly acquire any interest or right to explore or mine, or both, on any property any part of which is within the Area of Interest for twenty-

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four (24) months after the effective date of withdrawal. If a withdrawing Participant, or the Affiliate of a withdrawing Participant, breaches this Section 12.6, such Participant shall be obligated to offer to convey to the non-withdrawing Participant, without cost, any such property or interest so acquired (or ensure its Affiliate offers to convey the property or interest to the non-withdrawing Participant, if the acquiring party is the withdrawing Participant’s Affiliate). Such offer shall be made in writing and can be accepted by the non-withdrawing Participant at any time within ten (10) days after the offer is received by such non-withdrawing Participant. Failure of a Participant’s Affiliate to comply with this Section 12.6 shall be a breach by such Participant of this Agreement.

12.7Right to Data After Termination.After termination of the Business pursuant to Sections 12.1 or 12.2, each Participant shall be entitled to make copies of all applicable information acquired hereunder before the effective date of termination not previously furnished to it, but a terminating or withdrawing Participant shall not be entitled, to any such copies after any other termination or withdrawal.

12.8Continuing Authority.On termination of the Business under Sections 12.1, 12.2 or 12.3 or the deemed withdrawal of either Participant pursuant to Sections 6.3 or 10.5, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority to do all things on behalf of both Participants which are reasonably necessary or convenient to: (a) wind up Operations and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both Participants and the Business, encumber Assets, and, except as provided in the Credit Facility Agreement of even date herewith, take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

ARTICLE XIII

ACQUISITIONS WITHIN AREA OF INTEREST

13.1General.Any interest or right to acquire any interest in real property or water rights related thereto within the Area of Interest either acquired or proposed to be acquired during the term of this Agreement by or on behalf of either Participant (“Acquiring Participant”) or any Affiliate of such Participant shall be subject to the terms and provisions

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of this Agreement. Thompson Creek and Nissho Iwai and their respective Affiliates for their separate account shall be free to acquire lands and interests in lands outside the Area of Interest. Failure of any Affiliate of either Participant to comply with this Article XIII shall be a breach by such Participant of this Agreement.

13.2Notice to Non-Acquiring Participant.Within thirty (30) days after the acquisition or proposed acquisition, as the case may be, of any interest or the right to acquire any interest in real property or water rights wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Participant shall notify the other Participant of such acquisition by it or its Affiliate; provided further that if the acquisition of any interest or right to acquire any interest pertains to real property or water rights partially within the Area of Interest, then all such real property (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article XIII. The Acquiring Participant’s notice shall describe in detail the acquisition, the acquiring party if that party is an Affiliate, the lands and minerals covered thereby, any water rights related thereto, the cost thereof, and the reasons why the Acquiring Participant believes that the acquisition (or proposed acquisition) of the interest is in the best interests of the Participants under this Agreement. In addition to such notice, the Acquiring Participant shall make any and all information concerning the relevant interest available for inspection by the other Participant.

13.3Option Exercised.   Within ninety (90) days after receiving the Acquiring Participant’s notice, the other Participant may notify the Acquiring Participant of its election to accept a proportionate interest in the acquired interest equal to its Participating Interest. Promptly upon such notice, the Acquiring Participant shall convey or cause its Affiliate to convey to the Participants, in proportion to their respective Participating Interests, by special warranty deed with title held as described in Section 3.4, all of the Acquiring Participant’s (or its Affiliate’s) interest in such acquired interest, free and clear of all Encumbrances arising by, through or under the Acquiring Participant (or its Affiliate) other than those to which both Participants have agreed. The acquired interests shall become a part of the Properties for all purposes of this Agreement immediately upon such notice. The other Participant shall promptly pay to the Acquiring Participant its proportionate share of the latter’s actual out-of-pocket acquisition costs.

13.4Option Not Exercised.If the other Participant does not give such notice within the ninety (90) day period set forth in Section 13.3, it shall have no interest in the acquired interests, and the acquired interests shall not be a part of the Assets or continue to be subject to this Agreement.

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ARTICLE XIV

ABANDONMENT AND SURRENDER OF PROPERTIES

Either Participant may request the Management Committee to authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment, or authorizes any such surrender or abandonment over the objection of either Participant, the Participant that desires to surrender or abandon shall assign to the objecting Participant, by special warranty deed and without cost to the objecting Participant, all of the abandoning Participant’s interest in the Properties sought to be abandoned or surrendered, free and clear of all Encumbrances created by, through or under the abandoning Participant other than those to which both Participants have agreed. Upon the assignment, such properties shall cease to be part of the Properties. The Participant that desires to abandon or surrender shall remain liable for its share (determined by its Participating Interest as of the date of such abandonment, after first taking into account any reduction, readjustment, and restoration of Participating Interests under Sections 6.3, 9.5, 9.6 and 10.5) of any liability with respect to such Properties, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after such abandonment, arising out of activities prior to the Effective Date and out of Operations conducted prior to the date of such abandonment, regardless of when any funds may be expended to satisfy such liability.

ARTICLE XV

SUPPLEMENTAL BUSINESS AGREEMENT

At any time during the term of this Agreement, the Management Committee may determine by unanimous vote of both Participants that it is appropriate to segregate the Area of Interest into areas subject to separate Programs and Budgets for purposes of conducting further Exploration, Pre-Feasibility or Feasibility Studies, Development, or Mining. At such time, the Management Committee shall designate which portion of the Properties will comprise an area of interest under a separate business arrangement (“Supplemental Business”), and the Participants shall enter into a new agreement (“Supplemental Business Agreement”) for the purpose of further exploring, analyzing, developing, and mining such portion of the Properties. The Supplemental Business Agreement shall be in substantially the same form as this Agreement, with rights and interests of the Participants in the Supplemental Business identical to the rights and interests of the Participants in this Business at the time of the designation, unless otherwise agreed by the Participants, and with the Participants agreeing to new Capital and Equity Accounts and other terms necessary for the Supplemental Business Agreement to comply with the nature and purpose of the designation. Following execution of the Supplemental Business

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Agreement, this Agreement shall terminate insofar as it affects the Properties covered by the Supplemental Business Agreement.

ARTICLE XVI

TRANSFER OF INTEREST; PREEMPTIVE RIGHT

16.1General.A Participant shall have the right to Transfer to a third party an interest in its Participating Interest, including an interest in this Agreement or the Assets, solely as provided in this Article XVI.

16.2Limitations on Free Transferability.   Any Transfer by either Participant under Section 16.1 shall be subject to the following limitations:

(a)Neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest;

(b)No transferee of all or any part of a Participant’s Participating Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participant notice of the Transfer, and, except as provided in Subsections 16.2(g) and 16.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant;

(c)Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

(d)No Transfer permitted by this Article XVI shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date;

(e)In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; provided however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:

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(i)agree, as between themselves, that one of them is authorized to act as the sole agent (“Agent”) on their behalf with respect to all matters pertaining to this Agreement and the Business; and

(ii)notify the other Participant of the designation of the Agent, and in such notice warrant and represent to other Participant that:

(A)the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business;

(B)the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Participant and its transferee; and

(C)all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall be deemed to have been given (or not given) to the transferring Participant and its transferee.

The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by giving notice to the other Participant, which notice must conform to Subsection 16.2(f)(ii).

(f)If the Transfer is the grant of an Encumbrance in a Participating Interest to secure a loan or other indebtedness of either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such Encumbrance shall be granted only in connection with such Participant’s financing payment or performance of that Participant’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participant hereunder (including without limitation under Section 6.7). Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that:

(i)the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant’s Participating Interest and that such Encumbrance shall be subject to the provisions of this Agreement;

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(ii)the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least sixty (60) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement. The price of any preemptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Participant of its intent to sell the encumbering Participant’s Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Participating Interest at a public sale; and

(iii)the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant’s Participating Interest;

(h)If a sale or other commitment or disposition of Products or proceeds from the sale of Products by either Participant upon distribution to it pursuant to Article XI creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such sales, commitment or disposition shall be subject to the terms and conditions of this Agreement including, without limitation, Section 6.7.

16.3Preemptive Right. Any Transfer by either Participant under Section 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant to the extent provided in Exhibit H. Failure of a Participant’s Affiliate to comply with this Article XVI and Exhibit H shall be a breach by such Participant of this Agreement.

16.4Credit Facility Agreement Exemption. The Participants hereby expressly acknowledge and consent to the grant by Thompson Creek of security interests over its Participating Interest to Nissho Iwai Corporation, and that the limitations, conditions and further requirements in this Agreement regarding the granting, exercise, enforcement and realization of security interests and encumbrances (including without limitation those contained in Subsection 16.2(f)), and the limitations on Transfer contained herein, shall not be applicable to the granting of such security interests or the enforcement and realization thereof by Nissho Iwai Corporation, including the realization of security over Thompson Creek’s Participating Interest.

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16.5Security Restitution.No Participant shall be under any obligation whatsoever to permit the Assets to be charged as security. However, if as an accommodation to facilitate the granting of security for the indebtedness of one Participant, the other Participant has permitted the Assets as a whole to be charged, and, if there ultimately is a realization upon such security, the Participant in respect of whose indebtedness the security was granted will forthwith indemnify and hold harmless the other Participant for an amount equal to the product of (a) the latter’s Participating Interest in the Joint Venture, and (b) the gross proceeds of disposition of the Assets disposed of pursuant to such security.

ARTICLE XVII

DISPUTES

17.1Governing Law.Except for matters of title to the Properties or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

17.2Forum.The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia, Canada.

17.3Dispute Resolution.All disputes arising under or in connection with this Agreement which cannot be resolved by agreement between the Participants shall be resolved in accordance with applicable Law. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or substantially prevailing Participant shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

ARTICLE XVIII

CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION

18.1Business Information.All Business Information shall be owned jointly by the Participants as their Participating Interests are determined pursuant to this Agreement. Both before and after the termination of the Business, all Business Information may be used by either Participant for any purpose, whether or not competitive with the Business, without

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consulting with, or obligation to, the other Participant. Except as provided in Sections 18.2 and 18.3, or with the prior written consent of the other Participant, each Participant shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

18.2Permitted Disclosure of Confidential Business Information.Either Participant may disclose Business Information that is Confidential Information: (a) to a Participant’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Participant’s performance of its obligations under this Agreement; (b) to any party to whom the disclosing Participant contemplates a Transfer of all or any part of its Participating Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Participant; or (d) to a third party with whom the disclosing Participant contemplates any independent business activity or operation.

The Participant disclosing Confidential Information pursuant to this Section 18.2, shall disclose such Confidential Information to only those parties who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 18.2 and who have agreed in writing to be bound by confidentiality provisions consistent herewith to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XVIII. Such writing shall not preclude parties described in Subsection 18.2 from discussing and completing a Transfer with the other Participant. The Participant disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

18.3Disclosure Required By Law.Notwithstanding anything contained in this Article XVIII, a Participant may disclose any Confidential Information if, in the opinion of the disclosing Participant’s legal counsel: (a) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (b) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Participant.

Prior to any disclosure of Confidential Information under this Section 18.3, the disclosing Participant shall give the other Participant at least ten (10) days prior written notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Participant shall disclose only that portion of Confidential

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Information required to be disclosed and shall take all reasonable steps to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Participant in intervention in any such proceeding.

18.4Public Announcements.   Prior to making or issuing any press release or other public announcement or disclosure of Business Information that is not Confidential Information, a Participant shall first consult with the other Participant as to the content and timing of such announcement or disclosure, unless in the good faith judgment of such Participant, there is not sufficient time to consult with the other Participant before such announcement or disclosure must be made under applicable Laws; but in such event, the disclosing Participant shall notify the other Participant, as soon as possible, of the pendency of such announcement or disclosure, and it shall notify the other Participant before such announcement or disclosure is made if at all reasonably possible. Any press release or other public announcement or disclosure to be issued by either Participant relating to this Business shall also identify the other Participant.

18.5Other Permitted Disclosures.Business information and Confidential Information shall not include:

(a)information which is in the public domain at the time of disclosure to the other Participant;

(b)information obtained from third party sources with full right of disclosure; and

(c)information which is subsequently provided to the public.

ARTICLE XIX

GENERAL PROVISIONS

19.1 Notices. All notices, payments and other required or permitted communications (“Notices”) to either Participant shall be in writing, and shall be addressed respectively as follows:

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If to Thompson Creek:	Thompson Creek Mining Ltd.
	5241 South Quebec Street, Suite 103
	Englewood, Colorado 80111
Attention:	F. Steven Mooney
Telephone:	(303) 740-9022
Facsimile:	(303) 740-9016
If to Nissho Iwai:	Nissho Iwai Moly Resources Inc.
	c/o Nissho Iwai Canada, Ltd.
	Suite 2624-1055 Dunsmuir Street,
	Vancouver, British Columbia
	Canada V7X1L3
Attention:	Mr. S. Yoshimoto
Telephone:	(604) 684-8351
Facsimile:	(604) 687-8512
With a Copy to:	Nissho Iwai Corporation
	Metal and Ore Department
Attention:	Mr. S. Okue
	4-5, Akasaka 2-chome, Minato-ku.
	Tokyo 107 Japan
Telephone:	011-81-33-588-2381
Facsimile:	011-81-33-588-4816

All Notices shall be given (a) by personal delivery to the Participant, (b) by electronic communication, capable of producing a printed transmission, (c) by registered or certified mail return receipt requested; or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such confirmed communication. Either Participant may change its address by Notice to the other Participant.

19.2Gender.The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive.

19.3Currency. All references to “dollars” or “$” herein shall mean lawful currency of the United States of America.

38

19.4Headings.The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

19.5Waiver.The failure of either Participant to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Participant’s right thereafter to enforce any provision or exercise any right.

19.6Modification.No modification of this Agreement shall be valid unless made in writing and duly executed by both Participants.

19.7Force Majeure.Except for the obligation to make payments when due hereunder, the obligations of a Participant shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labour disputes (however arising and whether or not employee demands are reasonable or within the power of the Participant to grant); acts of God; Laws, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Participant seeking the approval or authorization; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain, labour, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing. The affected Participant shall promptly give notice to the other Participant of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Participant shall resume performance as soon as reasonably possible. During the period of suspension the obligations of both Participants to advance funds pursuant to Section 10.2 shall be reduced to levels consistent with then current Operations.

39

19.8Rule Against Perpetuities.The Participants do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in a Participating Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Participants hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Participants within the limits permissible under such rules.

19.9Further Assurances.Each of the Participants shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing. Nissho Iwai will, from time to time, perform the obligations of Nissho Iwai under this Agreement in such a way that no breach of this Agreement by Nissho Iwai would constitute default by Thompson Creek under the Credit Facility Agreement or the security granted pursuant to it which default would not exist but for the breach hereof by Nissho Iwai.

19.10Entire Agreement; Successors and Assigns.This Agreement contains the entire understanding of the Participants and supersedes all prior agreements and understandings between the Participants relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Participants.

19.11Memorandum.At the request of either Participant, a Memorandum or short form of this Agreement, or a Financing Statement(s) (to which copies of the Memorandum or short form of this Agreement shall be attached) shall be prepared by the Manager, executed and acknowledged by both Participants, and delivered to the Manager for recording and filing in those appropriate recording districts as may be necessary to provide constructive notice of this Agreement and the rights and obligations of the Participants hereunder. The Manager shall record and file in the proper recording offices, all such documents delivered to it by the Participants. Unless both Participants agree, this Agreement shall not be recorded.

40

19.12Counterparts.This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Participants be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Thompson Creek Mining Ltd.
By	/s/ Illegible
	President

Nissho Iwai Moly Resources, Inc.
By	/s/ Illegible
	Chairman

41

EXHIBIT A

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By and Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

ASSETS AND AREA OF INTEREST

1.1PROPERTIES, PERSONAL PROPERTY AND TITLE EXCEPTIONS

The “Assets” and “Properties” for the purposes of this Agreement shall include all “Assets” as that term is defined in the “Asset Sale Agreement” entered into between Placer Dome (CLA) Limited as the Vendor of the First Part and Thompson Creek, Thompson Creek Mining Co. of the Second Part providing for the transfer of the Endako Mine, British Columbia, Canada.

1.2AREA OF INTEREST

All property and mineral rights lying within a two mile radius of any parcels of real property or mineral rights included within the “Assets” referred to in paragraph 1.1 of this Exhibit A.

EXHIBIT A

Page  1 of 1

EXHIBIT B

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining, Ltd.

And

Nissho Iwai Corporation

ACCOUNTING PROCEDURES

The financing and accounting procedures to be followed by the Manager and the Participants under the Agreement are set forth below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein.

The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations. It is the intent of the Participants that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Participants shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

ARTICLE I

GENERAL PROVISIONS

1.1General Accounting Records.The Manager shall maintain detailed and comprehensive cost accounting records in accordance with these Canadian generally accepted accounting principles and Accounting Procedures, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the results of Operations for managerial, regulatory, or legal reporting purposes related to the Business. Such records shall be retained for the duration of the period allowed the Participants for audit or the period necessary to comply with regulatory requirements. The records shall reflect all obligations, advances and credits of the Participants.

1.2Cash Management.

(a)Simultaneously with the execution of this Agreement, Nissho Iwai and Thompson Creek shall initially open and maintain the Joint Accounts for the purpose

EXHIBIT B

Page 1 of 8

of receiving and disbursing all revenues generated by the Endako Joint Venture and capital contributions from Thompson Creek and Nissho Iwai. Amounts may be withdrawn from the Joint Accounts the Environmental Compliance Fund only in accordance with the following instructions:

(i)by written instructions or authorizations signed by authorized signatories of both Nissho Iwai and Thompson Creek if the amount to be withdrawn exceeds U.S.$100,000, provided that amounts greater than U.S.$100,000 for payments of utilities such as electricity, water or gas or for payments of wages to regular hourly workers at the Endako Mine and salaried employees of the Endako Joint Venture regularly employed at the Endako mine site may be withdrawn from the Joint Accounts pursuant to Subsection 1.2(a)(ii); and

(ii)by written instructions or authorizations signed by authorized signatories of Thompson Creek singly if the amount to be withdrawn is equal to or less than U.S.$100,000 or for payments for utilities such as electricity, water or gas for payments of wages to regular hourly workers at the Endako Mine and salaried employees of the Endako Joint Venture regularly employed at the Endako mine site, or payments to regulatory agencies.

(b)All expenses of the Endako mine and Endako Joint Venture shall be paid only from the Joint Accounts (and with regard to certain environmental expenses, the Environmental Compliance Fund). For so long as any of Thompson Creek’s obligations under the Credit Facility Agreement remain outstanding, in case of a shortage of funds available in any month in the Joint Accounts necessary to cover operation expenses (other than by reason of Nissho Iwai’s failure to meet cash calls in accordance with Article X) (a “Shortage”), Thompson Creek shall:

(i)forthwith after the Initial Shortage occurs, remit to the Joint Accounts an amount equal to the lesser of the Aggregate Escrow Contributions and such Initial Shortage; and

(ii)forthwith after the occurrence of any subsequent Shortage, remit to the Joint Accounts an amount equal to the lesser of (x) the amount of such Shortage and (y) the then current Aggregate Escrow Contributions minus the cumulative amount of remittances made pursuant to Sections 1.2(b)(I) and (ii) remitted since and including the Initial Shortage,

EXHIBIT B

Page 2 of 8

and the remaining balance of any Shortage shall be remitted to the Joint Accounts by Nissho Iwai and Thompson Creek in proportion to their respective Participating Interests.

1.3Statements and Billings.The Manager shall prepare statements and bill the Participants as provided in Article X of the Agreement. Payment of any such billings by either Participant, including the Manager, shall not prejudice such Participant’s right to protest or question the correctness thereof for a period not to exceed twelve (12) months following the calendar year during which such billings were received by such Participant. All written exceptions to and claims upon the Manager for incorrect charges, billings or statements shall be made upon the Manager within such twelve (12) month period. The time period permitted for adjustments hereunder shall not apply to adjustments resulting from periodic inventories as provided in Paragraphs 5.1 and 5.2.

ARTICLE II

CHARGES TO BUSINESS ACCOUNT

Subject to the limitations hereinafter set forth, the Manager shall charge the Business Account with the following:

2.Property Acquisition Costs, Rentals, Royalties and Other Payments.All property acquisition and holding costs, including Governmental Fees, filing fees, license fees, costs of permits and assessment work, delay rentals, production royalties, including any required advances, and all other payments made by the Manager which are necessary to acquire or maintain title to the Assets.

2.2Labor and Employee Benefits

(a)Salaries, wages and bonus (if applicable) of the Manager’s employees directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to and directly employed by same.

(b)The Manager’s cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Subparagraph 2.2. Such costs may be charged on a “when and as paid basis” or by “percentage assessment” on the amount of salaries and wages. If percentage assessment is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Manager’s cost experience and it shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost thereof to the Manager.

EXHIBIT B

Page 3 of 8

(c)The Manager’s actual cost of established plans for employees’ group life insurance, hospitalization, pension, retirement, stock purchase, thrift, and other benefit plans of a like nature applicable to salaries, wages and bonus chargeable under Subparagraphs 2.2(a) provided that the plans are limited to the extent feasible to those customary in the industry.

(d)Cost of assessments imposed by governmental authority that are applicable to salaries, wages and bonuses chargeable under Subparagraph 2.2(a), including all penalties except those resulting from the willful misconduct or gross negligence of the Manager.

2.3Materials, Equipment and Supplies.The cost of materials, equipment and supplies (herein called “Material”) purchased from unaffiliated third parties or furnished by either Participant as provided in Paragraph 3.1. The Manager shall purchase or furnish only so much Material as may be required for efficient and economical Operations. The Manager shall also maintain inventory levels of Material at reasonable levels to avoid unnecessary accumulation of surplus stock.

2.4Equipment and Facilities Furnished by Manager.The cost of machinery, equipment and facilities owned by the Manager and used in Operations or used to provide support or utility services to Operations charged at rates commensurate with the actual costs of ownership and operation of such machinery, equipment and facilities. Such rates shall include costs of maintenance, repairs, other operating expenses, insurance, taxes, depreciation and interest at a rate not to exceed Prime Rate plus three percent (3%) per annum. Such rates shall not exceed the average commercial rates currently prevailing in the vicinity of the Operations.

2.5Transportation.Reasonable transportation costs incurred in connection with the transportation of employees and material necessary for Operations.

2.6Contract Services and Utilities.The cost of contract services and utilities procured from outside sources, other than services described in Paragraphs 2.9 and 2.13. If contract services are performed by the Manager or an Affiliate thereof, the cost charged to the Business Account shall not be greater than that for which comparable services and utilities are available in the open market within the vicinity of Operations. The cost of professional consultant services procured from outside sources in excess of One Hundred Thousand Dollars ($100,000.00) per annum per contract shall not be charged to the Business Account unless approved by the Management Committee.

EXHIBIT B

Page 4 of 8

2.7Insurance Premiums.Premiums paid for insurance required to be carried for Operations for the protection of the Participants.

2.8Damages and Losses.All costs in excess of insurance proceeds necessary to repair or replace damage or losses to any Assets resulting from any cause other than the willful misconduct or gross negligence of the Manager. The Manager shall furnish the Management Committee with written notice of damages or losses as soon as practicable after a report thereof has been received by the Manager.

2.9Legal and Regulatory Expense.Except as otherwise provided in Paragraph 2.13, all legal and regulatory costs and expenses incurred in or resulting from Operations or necessary to protect or recover the Assets of the Business, including costs of title investigation and title curative services. All attorneys fees and other legal costs to handle, investigate and settle litigation or claims, and amounts paid in settlement of such litigation or claims in excess of One Hundred Thousand Dollars ($100,000.00) per annum shall not be charged to the Business Account unless approved by the Management Committee.

2.10Audit.   Cost of annual audits under Subsection 10.6(a) of the Agreement.

2.11 Taxes.All taxes, assessments and like charges on Operations and Assets which have been paid by the Manager for the benefit of the Participants. Each Participant is separately responsible for taxes determined or measured by a Participant’s sales revenue or net income.

2.12Administrative Charge.

(a)Each month in arrears, the Manager shall charge the Business Account a sum equal to *** of the Joint Venture’s sales revenue for which the Joint Venture has received payment during the month then ended from sales by Thompson Creek and Nissho Iwai, which shall be a liquidated amount to compensate the Manager for services rendered on behalf of the joint venture by employees of affiliates of Manager in the Denver office, office overhead and general and administrative expenses which shall be in lieu of any other management fee (“Administration Charge”). Provided always that in each fiscal year of this Joint Venture, the Administration Charge shall not be less than *** per annum (or a pro rata portion thereof if the fiscal year is less than 12 months).

EXHIBIT B

Page 5 of 8

(b)The Management Committee shall annually review the administrative charges and shall amend the rate if it is found to be insufficient based on the principle that the Manager shall not suffer a loss and should be fairly and adequately compensated for its costs and expenses.

2.13Environmental Compliance Fund.Costs of reasonably anticipated Environmental Compliance which, on a Program basis, shall be determined by the Management Committee and shall be based on proportionate contributions in an amount sufficient to establish a fund, which through successive proportionate contributions during the life of the Business, will pay for ongoing Environmental Compliance conducted during Operations and which will aggregate the reasonably anticipated costs of mine closure, post-Operations Environmental Compliance and Continuing Obligations. The Manager shall invest such amounts on behalf of the Participants as provided in Subsection 8.2(p).

2.14Other Expenditures.Any reasonable direct expenditure, other than expenditures which are covered by the foregoing provisions, incurred by the Manager for the necessary and proper conduct of Operations.

2.15Letter of Credit.All fees changed to Nissho Iwai or Nissho Iwai Corporation by Bank of Tokyo - Mitsubishi Ltd. In connection with the issuance of the letter of credit dated June 12, 1997 in the amount of Cdn.$5,804,000.00 in favour of British Columbia Ministry of Employment and Investment, Energy and Minerals Division, together with a guarantee fee equal to one-tenth of one percent (.1%)% of the Letter of Credit amount, shall be paid from the Joint Account to NIMO upon its submission of an invoice for such amount.

ARTICLE III

BASIS OF CHARGES TO BUSINESS ACCOUNT

3.1Purchases.Material purchased and services procured from third parties shall be charged to the Business Account by the Manager at invoiced cost, including applicable transfer taxes, less all discounts taken. If any Material is determined to be defective or is returned to a vendor for any other reason, the Manager shall credit the Business Account when an adjustment is received from the vendor.

3.2Material Furnished by a Participant for Use in the Business.Any Material furnished by either Participant for use in the Business or distributed to either Participant by the Manager shall be priced on the following basis:

(a)New Material:New Material furnished by either Participant shall be priced F.O.B. the nearest reputable supply store or railway receiving point, where like

EXHIBIT B

Page 6 of 8

Material is available, at the current replacement cost of the same kind of Material, exclusive of any available cash discounts, at the time it is furnished (herein called “New Price”).

(b)Used Material.

(i)Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:

(A)Used Material furnished by either Participant shall be priced at seventy-five percent (75%) of the New Price;

(B)Used Material distributed to either Participant shall be priced (I) at seventy-five percent (75%) of the New Price if such Material was originally charged to the Business Account as new Material, or (ii) at sixty-five percent (65%) of the New Price if such Material was originally charged to the Business Account as good used Material at seventy-five percent (75%) of the New Price.

(ii)Other used Material finished by either Participant that, after reconditioning, will be further serviceable for original function as good secondhand Material, or that is serviceable for original function but not substantially suitable for reconditioning, shall be priced at fifty percent (50%) of New Price. The cost of any reconditioning shall be borne by the transferee.

(iii)Bad-Order Material which is no longer usable for its original purpose without excessive repair cost but further usable for some other purpose shall be priced on a basis comparable with items normally used for that purpose.

(iv)All other Material, including junk, shall be priced at a value commensurate with its use or at prevailing prices.

(c)Obsolete Material.Any Material that is serviceable and usable for its original function, but its condition is not equivalent to that which would justify a price as provided above, shall be priced by the Management Committee. Such price shall be set at a level that will result in a charge to the Business Account equal to the value of the service to be rendered by such Material.

3.3Premium Prices.Whenever Material is not readily obtainable at published or listed prices because of national emergencies, strikes or other unusual circumstances over which the Manager has no control, the Manager may charge the Business Account for the required Material on the basis of the Manager’s direct cost and expenses incurred in procuring such Material and making it suitable for use. The Manager shall give written notice of the proposed charge to the Participants prior to the time when such charge is

EXHIBIT B

Page 7 of 8

to be billed, whereupon either Participant shall have the right, by notifying the Manager within ten (10) days of the delivery of the notice from the Manager, to furnish at the usual receiving point all or part of its share of Material suitable for use and acceptable to the Manager.

3.4Warranty of Material Furnished by the Manager or Participants.Neither Participant warrants any Material furnished beyond any dealer’s or manufacturer’s warranty and no credits shall be made to the Business Account for defective Material until adjustments are received by the Manager from the dealer, manufacturer or their respective agents.

ARTICLE IV

DISPOSAL OF MATERIAL

4.1Disposition Generally.The Manager shall have no obligation to purchase either Participant’s interest in Material. The Management Committee shall determine the disposition of major items of surplus Material, provided the Manager shall have the right to dispose of normal accumulations of junk and scrap Material either by sale or by transfer to the Participants as provided in Paragraph 4.2.

4.2Distribution to Participants.Any Material to be distributed to the Participants shall be made in proportion to their respective Participating Interests, and corresponding credits shall be made to the Business Account on the basis provided in Paragraph 3.2.

4.3Sales.Sales of Material to third parties shall be credited to the Business Account at the net amount received. Any damages or claims by the Purchaser shall be charged back to the Business Account if and when paid.

ARTICLE V

INVENTORIES

5.1Periodic Inventories, Notice and Representations.At reasonable intervals, inventories shall be taken by the Manager, which shall include all such Material as is ordinarily considered controllable by operators of mining properties, and the expense of conducting such periodic inventories shall be charged to the Business Account. The Manager shall give written notice to the Participants of its intent to take any inventory at least thirty (30) days before such inventory is scheduled to take place. A Participant shall be deemed to have accepted the results of any inventory taken by the Manager if the Participant fails to be represented at such inventory.

5.2Reconciliation and Adjustment of Inventories.Reconciliation of inventory with charges to the Business Account shall be made, and a list of overages and shortages shall be furnished to the Management Committee within six (6) months after the inventory is taken. Inventory adjustments shall be made by the Manager to the Business Account for overages and shortages, but the Manager shall be held accountable to the Business only for shortages due to lack of reasonable diligence.

EXHIBIT B

Page 8 of 8

EXHIBIT C

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By and Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

Interim Long Term Production Plan

	Partial
	YEAR		YEAR		YEAR		YEAR		YEAR		YEAR		YEAR		YEAR		YEAR		YEAR		TOTAL
	1		2		3		4		5		6		7		8		9		10		MINE
	1997		1998		1999		2000		2001		2002		2003		2004		2005		2006
Production	0.50
Ora Mined (M Tonnes)	5,123		10,245		10,245		10,245		10,245		10,245		10,245		10,245		4,503		0		81,341
Stockpile Milled	0		0		0		0		0		0		0		0		0		0		0
Waste Mined (M Tonnes)	3,128		6,255		6,255		6,255		6,255		6,255		6,255		6,255		2,740		0		49,653
Total Production (M Tonnes)	8,250		16,500		16,500		16,500		16,500		16,500		16,500		16,500		7,243		0		130,993
Strip Ratio	0.61		0.61		0.61		0.61		0.61		0.61		0.61		0.00		0.00		0.00		0.61
Ore Grade (%-Mo62)	0.127	%	0.130	%	0.122	%	0.115	%	0.130	%	0.135	%	0.131	%	0.123	%	0.110	%	0.000	%
Ore Grade (%-Mo)	0.075	%	0.077	%	0.072	%	0.068	%	0.077	%	0.080	%	0.078	%	0.073	%	0.065	%	0.000	%	0.075	%
Stockpile Grade (%-MoS2)	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%
Stockpile Grade (%)	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%
Ore & Stockpile Grade (%)	0.075	%	0.077	%	0.072	%	0.068	%	0.077	%	0.080	%	0.078	%	0.073	%	0.065	%	0.000	%	0.075	%

EXHIBIT D

To

 EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

DEFINITIONS

“Affiliate” means any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise which Controls, is Controlled by, or is under common Control with a Participant.

“Aggregate Escrow Contributions” means the aggregate of (i) the amount of funds in the Escrow Account at the relevant time and (ii) the aggregate amount of funds removed from the Escrow Account by Nissho Iwai Corporation in accordance with the Escrow Agreement and the Credit Agreement.

“Agreement” means this Exploration, Development and Mine Operating Agreement, including all amendments and modifications, and all schedules and exhibits, all of which are incorporated by this reference.

“Area of Interest” means the area described in Paragraph 1.2 of Exhibit A.

“Assets” means the Properties, Products, Business Information, and all other real and personal property, tangible and intangible, including existing or after-acquired properties and all contract rights held for the benefit of the Participants hereunder.

“Budget” means a detailed estimate of all costs to be incurred and a schedule of cash advances to be made by the Participants with respect to a Program.

“Business” means the contractual relationship of the Participants under this Agreement.

“Business Account” means the account maintained by the Manager for the Business in accordance with Exhibit B.

“Business Information” means the terms of this Agreement, and any other agreement relating to the Business, the Existing Data, and all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation,

Confidential Information), developed, conceived, originated or obtained by either Participant in performing its obligations under this Agreement.

“Capital Account” means the account maintained for each Participant in accordance with Exhibit C.

“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Participant.

“Continuing Obligations” mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

“Control” used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (I) the legal or beneficial ownership of voting securities or membership interests; (ii) the right to appoint managers, directors or corporate management; (iii) contract; (iv) operating agreement; (v) voting trust; or otherwise; and, when used with respect to a person, means the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

“Cover Payment” shall have the meaning as set forth in Section 10.4 of the Agreement.

“Credit Facility Agreement” means the Credit Facility Agreement dated June 9, 1997 between Nissho Iwai Corporation, as Lender, and Thompson Creek, as Borrower.

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including construction and installation of a mill or any other improvements to be used for the mining, handling, milling, processing, or other beneficiation of Products, and all related Environmental Compliance.

“Effective Date” means the date set forth in the preamble to this Agreement.

“Encumbrance” or “Encumbrances” means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

“Environmental Compliance” means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

“Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or of any nature whatsoever that are asserted against either Participant, by any person or entity other than the other Participant, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (I) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties and/or emanating or migrating and/or threatening to emanate or migrate from the Properties to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.

“Equity Account” means the account maintained for each Participant by the Manager in accordance with Subsection 8.2(1) of the Agreement.

“Escrow Account” means the escrow account established by Nissho Iwai Corporation, as Lender, and Thompson Creek, as Borrower, pursuant to the Credit Facility Agreement and the Escrow Agreement.

“Escrow Agreement” means the escrow agreement dated June 12, 1997 among Thompson Creek, Nissho Iwai Corporation and Montreal Trust Company of Canada.

“Existing Data” means maps, drill logs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other material information developed in operations on the Properties prior to the Effective Date.

“Expansion” or “Modification” means (i) a material increase in mining or production capacity; (ii) a material change in the recovery process; or (iii) a material change in waste or tailings disposal methods. An increase or change shall be deemed “material” if it is anticipated to cost more than Five Hundred Thousand Dollars ($500,000).

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including but not limited to additional drilling required after discovery of potentially commercial mineralization, and including related Environmental Compliance.

“Feasibility Study” means a report to be prepared following selection by the Management Committee of a development and mining plan. The Feasibility Study shall include a review of information presented in any Pre-Feasibility Studies. The Feasibility Study shall be in a form and of a scope generally acceptable to reputable financial institutions that provide financing to the mining industry.

“Initial Contribution” means that contribution each Participant has made or agrees to make pursuant to Section 5.1 of the Agreement.

“Initial Shortage” means, the first Shortage to occur after the execution of this Agreement.

“Joint Accounts” means accounts numbered 90-10211, 90-10319, 90-21116, 03-23217, 90-21213 and 03-23314 with the Canadian Imperial Bank of Commerce, or such other accounts as the participants shall agree.

“Law” or “Laws” means all applicable federal, state and local laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“Management Committee” means the committee established under Article VII of the Agreement.

“Manager” means the Participant appointed under Article VIII of the Agreement to manage Operations, or any successor Manager.

“Mining” means the mining, extracting, producing, beneficiating, handling, milling or other processing of Products.

“Net Proceeds” means certain amounts calculated as provided in Exhibit E, which may be payable to a Participant under Subsections 6.3 (b) or 10.5(b) of the Agreement.

“Operations” means the activities carried out under this Agreement.

“Participant” means Thompson Creek or Nissho Iwai, or any permitted successor or assign of Thompson Creek or Nissho Iwai under the Agreement.

“Participating Interest” means the percentage interest representing the ownership interest of a Participant in the Assets, and all other rights and obligations arising under this Agreement, as such interest may from time to time be adjusted hereunder. Participating Interests shall be calculated to three decimal places and rounded to two decimal places as follows: Decimals of ..005 or more shall be rounded up (e.g., 1.519% rounded to 1.52%); decimals of less than .005 shall be rounded down (e.g., 1.514% rounded to 1.51%). The initial Participating Interests of the Participants are set forth in Section 6.1 of the Agreement.

“Pre-Feasibility Studies” means one or more studies prepared to analyze whether economically viable Mining Operations may be possible on the Properties.

“Prime Rate” means the interest rate quoted and published as “Prime” as published in The Wall Street Journal, under the heading “Money Rate,” as the rate may change from day to day.

“Production Plan” means the plan attached as Exhibit C and any amendments or replacements thereof from time to time approved pursuant to Subsection 7.2(b) of the Agreement.

“Products” means all ores, minerals and mineral resources produced from the Properties.

“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Manager for a period determined by the Management Committee.

“Program Period” means the time period covered by an adopted Program and Budget.

“Project Financing” means any financing approved by the Management Committee and obtained by the Participants for the purpose of placing a mineral deposit situated on the Properties into commercial production, but shall not include any such financing obtained individually by either Participant to finance payment or performance of its obligations under the Agreement.

“Properties” means those interests in real property described in Paragraph 1.1 of Exhibit A and all other interests in real property within the Area of Interest that are acquired and held subject to the Agreement.

“Recalculated Participating Interest” means the reduced Participating Interest of a Participant as recalculated under Sections 9.5, 9.6 or 10.5 of the Agreement.

“Reduced Participant” means a Participant whose Participating Interest is reduced under Sections 9.5 or 10.5 of the Agreement.

“Security Documents” has the meaning given to it in the Credit Facility Agreement.

“Shortage” has the meaning given to it in Subsection 1.2(b) of Exhibit B.

“Transfer” means, when used as a verb, to sell, grant, assign, create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or third party (except as permitted under Subsection 8.2(j) and Section 8.6 of the Agreement), either directly or indirectly; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement.

EXHIBIT E

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources Inc.

NET PROCEEDS CALCULATION

1.1Income and Expenses.Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation:

(a)All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that their use in connection with the Properties bears to their total use;

(b)Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature;

(c)Allowance for overhead in accordance with Paragraph 2.13 of Exhibit B;

(d)All expenses incurred relative to the sale of Products, including an allowance for commissions at rates which are normal and customary in the industry;

(e)All amounts payable to the remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;

(f)The actual cost of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest;

EXHIBIT E

Page 1 of 2

(g)Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law;

(h)An allowance for reasonable working capital and inventory;

(i)Costs of funding the Environmental Compliance Fund as provided in Paragraph 2.14 of Exhibit B;

(j)Actual costs of Operations; and

(k)Rental, royalty, production, and purchase payments.

For purposes hereof, the term “Gross Revenue” shall mean the sum of (I) gross receipts from sale of Products, less any charges for sampling, assaying, or penalties; (ii) gross receipts from the sale or other disposition of Assets; (iii) insurance proceeds; (iv) compensation for expropriation of Assets; and (v) judgment proceeds. Gross receipts for sale of Products shall be determined by sales price received by the remaining Participant.

It is intended that the remaining Participant shall recoup from Gross Revenue all of its on-going contributions for Exploration, Development, Mining, Expansion and Modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Participant, or are sold to an Affiliate of the remaining Participant, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to an arm’s length purchaser FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

1.2Payment of Net Proceeds.Payments of Net Proceeds shall commence in the calendar quarter following the calendar quarter in which Net Proceeds are first realized, and shall be made forty-five (45) days following the end of each calendar quarter during which Net Proceeds are realized, and shall be subject to adjustment, if required, at the end of each calendar year. The recipient of such Net Proceeds payments shall have the right to audit such payments following receipt of each payment by giving notice to the remaining Participant and by conducting such audit in accordance with Section 10.6 of the Agreement. Costs of such an audit shall be borne by the holder of the Net Proceeds interest described herein.

1.3Definitions.  All capitalized words and terms used herein have the same meaning as in the Agreement.

EXHIBIT E

Page 2 of 2

EXHIBIT F

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

INSURANCE

Manager shall for so long as any of its obligations under the Credit Facility Agreement remain outstanding keep the properties and assets comprising the Endako Mine insured in accordance with the Credit Facility Agreement, and thereafter against such losses as are insured against by comparable corporations engaged in comparable businesses. Manager shall cause the Endako Joint Venture to maintain public liability insurance in such amounts and against such risks as is normally carried by entities engaged in comparable businesses and business interruption insurance of a type and in amounts similar to that carried by comparable corporations engaged in comparable businesses. Each insurance policy shall, where applicable, (i) be written by insurers with a corporate debt rating of Aa and claims paid rating of Aaa, as rated by Moody’s Investors Service Inc., and (ii) include a standard mortgage clause, (iii) provide for 30 days’ written notice to Nissho Iwai, of any proposed cancellation or non-renewal of any such policy or deletion of any coverages thereunder or of any property covered thereby, and (iv) include both Manager as representative of its 75% ownership interest and the 25% ownership interest of Nissho Iwai as named insurers and Manager shall, upon request, provide Nissho Iwai with copies of all insurance policies together with evidence of payment of all premiums due thereon. If the Manager fails to perform duly or punctually any obligation under this Exhibit F, Nissho Iwai may obtain such insurance and all expenses therefor shall be paid by the parties in accordance with their respective Participating Interests.

EXHIBIT F

Page 1 of 1

EXHIBIT G

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

INITIAL PROGRAM AND BUDGET

The Placer Dome 1997 Control Budget will be utilized for operations and cost purposes until the first Program and Budget under Subsection 9.3 is approved.

EXHIBIT G

Page 1 of 1

EXHIBIT H

To

EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

By And Between

Thompson Creek Mining Ltd.

And

Nissho Iwai Moly Resources, Inc.

PREEMPTIVE RIGHTS

1.1Preemptive Rights.  If either Participant intends to Transfer all or any part of its Participating Interest, or an Affiliate of either Participant intends to Transfer Control of such Participant (“Transferring Entity”), such Participant shall promptly notify the other Participant of such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Participant shall have sixty (60) days from the date such notice is delivered to notify the Transferring Entity (and the Participant if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the acquisition by the other Participant shall be consummated promptly after notice of such election is delivered;

(a)If the other Participant fails to so elect within the period provided for above, the Transferring Entity shall have sixty (60) days following the expiration of such period to consummate the Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those offered by the Transferring Entity to the other Participant in the aforementioned notice;

(b)If the Transferring Entity fails to consummate the Transfer to a third party within the period set forth above, the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Paragraph.

1.2Exceptions to Preemptive Right.Paragraph 1.1 above shall not apply to the following:

EXHIBIT H

Page 1 of 4

(a)Transfer by either Participant of all or any part of its Participating Interest to an Affiliate;

(b)Incorporation of either Participant, or corporate consolidation or reorganization of either Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant;

(c)Corporate merger or amalgamation involving either Participant by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant;

(d)the transfer of Control of either Participant by an Affiliate to such Participant or to another Affiliate;

(e)subject to Subsection 16.2(g) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance;

(f)the creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant; or

(g)a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement.

EXHIBIT H

Page 2 of 4

EX-10.9

Exhibit 10.9

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT.  THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED WITH THE  U.S. SECURITIES AND EXCHANGE COMMISSION.

DISTRIBUTORSHIP AND SALES AGREEMENT

THIS AGREEMENT is made on September 1, 2006, by and between BLUE PEARL MINING LTD., a corporation existing under the laws of the Province of Ontario (hereinafter referred to as “Company”) and SOJITZ CORPORATION, a Japanese corporation (hereinafter referred to as “Distributor”).

WHEREAS, Company has entered into a Merger Agreement dated as of September 1, 2006 among Company, Blue Pearl USA Ltd., Thompson Creek Metals Company (“TCMC”), and F. Steven Mooney, pursuant to which the Company will acquire TCMC and its subsidiaries, including the Thompson Creek mine (the “Thompson Creek Mine” located near Challis, in Custer County, Idaho (the “Acquisition”); and

WHEREAS, Company and TCMC have requested that Distributor waive any preemptive right it may have with respect to the Acquisition, and Distributor has agreed to waive any such preemptive right related to the Acquisition (but not as to any other transaction), in connection with and conditioned upon Company and Distributor entering into this Agreement; and

WHEREAS, TCMC and its subsidiaries produce a variety of molybdenum products, and Company desires to appoint Distributor as the exclusive distributor in the Territory (as defined herein) of molybdic oxide, ferromolybdenum and molybdic oxide briquettes produced from the Thompson Creek Mine and TCMC’s molybdenum disulfide roasting facility (the “Langeloth Roaster”) located in Langeloth, Pennsylvania (hereinafter referred to as “Product”) and to supply Product to Distributor, on the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants of the parties set forth herein and the waiver described above, the parties agree as follows:

1.APPOINTMENT; EXCLUSIVITY

Company hereby appoints Distributor as the exclusive distributor of the Product in the Territory and agrees to supply Distributor with the quantity of Product elected by Distributor as provided in this Agreement. Company shall not directly or indirectly enter into any other agreement with another distributor or reseller to distribute Product in the Territory during the Term, except as permitted under Section 3(b). Distributor shall not distribute or resell the Product supplied by Company under this Agreement outside of the Territory during the Term.

2.TERM

The term of the distributorship (“Term”) shall be 10 years, commencing on January 1, 2007 and expiring on December 31, 2016. Both parties shall review the relationship in 2016 prior to December 31 to determine if they elect to extend the distributorship, but neither party shall be obligated to extend.

3.DISTRIBUTOR EFFORTS

(a)       Distributor agrees to devote Distributor’s commercially reasonable efforts to the business of selling the Product of the Company in the Territory, but such efforts shall not

obligate Distributor to take Product in excess of the amount it elects in its sole discretion under Section 5. Company acknowledges that Distributor obtains molybdenum products from other sources and markets such products in the Territory. Nothing in this Agreement shall restrict or prohibit Distributor from marketing such other products in or out of the Territory under existing and future agreements, whether or not competitive with sales of the Company’s Product.

(b)       If Distributor fails to purchase at least five percent (5%) of the Product produced each month for any period of six consecutive months during the Term, Seller may sell Product in the Territory through another distributor or reseller until the first day of the month after the month in which Distributor takes delivery of at least five percent (5%) of the Product produced.

4.TERRITORY

The distributorship created herein shall be for selling Product in any country in Asia (including without limitation Turkey, the Middle East, India, China, Korea, and Japan) and Oceania (including without limitation Australia and New Zealand).

5.QUANTITY

Company shall supply to Distributor, and Distributor shall have the option to purchase, up to *** of all Product produced during the Term, in quantities and types of Product as elected by Distributor in its sole discretion. Distributor shall give advance notice to Company of the quantity, if any, of Product it elects to purchase for each month during the Term. Such notice shall be delivered on or before the first day of the month prior to the month in which shipment of the Product is to occur, except that elections for Product shipped in January shall be made on or before December 15th.

6.SPECIFICATIONS

(a)       The Product delivered pursuant to the Agreement shall conform to the following specifications (“Specifications”):

Mo:   57.0   % Minimum

Cu:    0.30   % Maximum

P:       0.05   % Maximum

Pb:     0.05   % Maximum

S:       0.10   % Maximum

(b)       Company shall be responsible for any short delivery, any defect in title or encumbrance on the Product, and failure of Product to conform with the Specifications.

(c)       Distributor shall notify Company of any claim that the Product fails to conform with the Specifications within one year following delivery of the Product, or such claim shall be waived. Company shall be permitted to sample any material that is alleged to be non-conforming to the Specifications. In the event that the analyses of Company and Distributor disagree, a mutually acceptable independent testing authority shall be retained to test the material alleged to be non-conforming to the Specifications. The analysis of such authority shall be

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binding on the parties hereto and the cost of such testing shall be borne by the party whose analysis is furthest from that of the independent testing authority.

(d)       If it is finally determined that Product shipped to Distributor does not conform to the Specifications, then; (i) Distributor shall have no obligation to purchase such non-conforming Product, and (ii) Company shall be responsible for the costs of storage and shipping of such non-conforming Product for alternative disposition.

(e)       Distributor reserves all rights and remedies under this agreement and applicable law for any short delivery, any defect in title or encumbrance on the Product, and failure of Product to conform with the Specifications, including without limitation the right of cover under the Uniform Commercial Code, Nothing in this Agreement shall limit any special, indirect, incidental or consequential damages arising from any of the foregoing breaches.

(f)        Other than as provided in this Section 6, COMPANY MAKES NO AND EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, CONCERNING THE PRODUCT TO BE DELIVERED UNDER THIS AGREEMENT.

7.PRICE

(a)       The price paid by Distributor for Product in the form of drummed molybdenum oxide powder shall be the mean of the Dealer Oxide high and low quotations for technical grade molybdic oxide as published weekly in Metals Week and averaged for the month prior to the contractual month of shipment of the Product.

(b)       If Distributor elects to take delivery of Product in the form of molybdenum oxide in cans or in the form of briquettes or ferromolybdenum, then prior to shipment of these Products, Distributor and Company shall agree on the premium, for the applicable Product.

8.DELIVERY

The delivery of the Product shall be made CIF main ports of import in Territory (to the ports specified by Distributor for each shipment) in accordance with INCOTERMS 2000. Company shall deliver Product to Distributor monthly in the quantities elected by Distributor under Section 5. Product shall be shipped, at Distributor’s option, in drums, cans, or bags (super sacks) on pallets, suitable and safe for ocean transportation in accordance with internationally recognized safety standards for container cargo. Unless otherwise agreed by the party, each monthly shipment shall consist of one or more Full Container Loads (“FCL”) of Product, each FCL containing approximately 18 metric tons of material consisting of approximately 25,000 pounds of molybdenum contained. On or before September 30 of each year, Company shall notify Distributor of the proposed schedule for delivery of Products to Distributor during the next year, based on Company’s mine plan. The Company and the Distributor shall arrange a mutually acceptable delivery schedule for the Product; provided that Company shall ship Product in approximately equal monthly quantities. As soon as reasonably possible after each shipment of

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Product leaves the port of loading, Company shall fax and mail to Distributor a weight and assay certificate, invoice and a full set of clean on board bills of lading.

9.PAYMENT

Distributor shall pay the invoice amount of each shipment of Product in US Dollars to the account indicated on the Company’s invoice, not more than thirty (30) days after the delivery to Distributor of the Bill of Lading for such shipment. Company acknowledges and agrees that payment by Distributor’s affiliate, Sojitz Noble Alloys Corporation, of any amount owed to Company hereunder shall constitute full and final satisfaction of Distributor’s obligation.

10.TAXES

Company shall pay all taxes (except for income taxes of Distributor), including those resulting from future changes and amendments to existing tax laws, which are imposed on the manufacture, transportation, delivery, sale, or use of Product, other than taxes imposed on the resale of Product in the Territory. In the event Distributor shall be required to pay any such tax, or shall do so as a convenience to Company, Company shall promptly shall reimburse Distributor for the same.

11.DISTRIBUTOR’S EXPENSES

All expenses for traveling, entertainment, office, clerical, office and equipment maintenance, and general selling expenses that may be incurred by Distributor in connection with this Agreement will be borne wholly by Distributor. In no case shall the Company be responsible for such expenses. In lieu of any right to reimbursement for such expenses, Company hereby grants Distributor an allowance of *** of the price paid under Section 7 per pound for each pound of molybdenum contained in Product shipped during the term of this agreement. Distributor shall be entitled to deduct such allowance from each invoice for Product shipped hereunder.

12.PRODUCTION AND SALES INFORMATION; TRADE NAMES AND TRADEMARKS

(a)       Distributor agrees to maintain accurate records of its activities pursuant to this Agreement, including but not limited to customer lists, call reports and related market information and to supply the Company, on a regular basis, with such information and any other information as the Company may reasonably request.

(b)       Company agrees to provide Distributor with production, product availability and other such information as Distributor may reasonably request to carry out the purposes of the Agreement.

(c)       The Company grants to Distributor, and Distributor shall have, the right to use the names “Thompson Creek Metals Company,” “Blue Pearl,” and any other words, names, logos, trade names or trademarks now or hereafter used by it to designate Product produced from the Thompson Creek Mine and Langeloth Roaster, in connection with its marketing and resale of Product. Except as set forth in the preceding sentence, Distributor expressly acknowledges that

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Distributor shall not acquire any other right, title or interest in, and shall not use any, words, names, logos, trade names, or trademarks belonging to the Company and its affiliates.

13.CUSTOMERS AND CUSTOMER SERVICE

Distributor will use its commercially reasonable efforts, in portions of the Territory chosen by it in its sole discretion, to (i) promote the development of markets and uses for the Product, (ii) render customer support service to customers in accordance with the Company’s directions, and (iii) promote the placement of orders by customers for the Product. Distributor shall not knowingly distribute Product to arty customer that is purchasing Product primarily for purposes of resale rather than use in customer’s business.

14.TERMINATION

This Agreement may be terminated only upon the occurrence of a material breach by either of the parties.

15.CONFIDENTIALITY

(a)       Company and Distributor shall each maintain the confidentiality of the terms of this Agreement and the information that it (as recipient, “Receiving Party”) acquires under this Agreement from the other party (as disclosing party, “Disclosing Party”) about the business of the Disclosing Party (the “Confidential Information”), as provided in this Section. “Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement or other obligation of confidentiality, (ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives, (iii) was available to Receiving Party or its Representatives under other agreements between Receiving Party and Disclosing Party or their affiliates relating to (A) the Endako molybdenum mine and processing plant and other properties located in British Columbia, Canada, or (B) the Agreement dated September 28, 2005 regarding the purchase of molybdenum from the Thompson Creek Mine, as amended (collectively, the “Other Agreements”) fund the confidentiality of such information shall remain subject to the Other Agreements), or (iv) becomes available to the Receiving Party on a non-confidential basis from a person (other than the Disclosing Party or its Representatives) who is not known to the Receiving Party to be prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party or any of its Representatives. “Representative” means, as to either party, such person’s affiliates and its and their controlling persons, directors, officers, employees, agents, advisors (including, without limitation, financial institutions, counsel and accountants).

(b)       Subject to paragraph (a), unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees:

(i)except as required by Law (as defined below) or permitted under the Other Agreements, to keep confidential and not to disclose or reveal any to any person, other than Receiving Party’s Representatives assisting Receiving Party to carry

5

out the purposes of this Agreement the Confidential Information, the Confidential Information; and

(ii)not to use Confidential Information for any purpose other than (A) to carry out the purposes of this Agreement, and (B) any other purposes for which Receiving Party is expressly entitled to use such Confidential Information under the Other Agreements, including without limitation audit rights of Receiving Party or its affiliates under the Other Agreements.

“Law” means any applicable law, regulation (including, without limitation, any rule, regulation or policy statement of any organized, securities exchange, market or automated quotation system on which any of either party’s securities are listed or quoted) or any order or other legal process of any court or governmental agency.

(c)       Prior to making or issuing any press release or other public announcement or disclosure concerning this Agreement or the transactions contemplated herein, the party contemplating such disclosure first shall consult with the other party, and the Parties together shall agree upon the content and timing of such announcement or disclosure; provided, however, that disclosure prior to such agreement may be made if, in the good faith judgment of the disclosing party, there is not sufficient time to consult with and obtain agreement from the other party before such announcement or disclosure must be made under applicable laws. In the case where disclosure is made prior to the parties’ agreement on content and timing, the disclosing party shall notify the other party before such announcement or disclosure is made if at all reasonably possible; but if not, then as soon as reasonably possible thereafter.

16.COMPLIANCE WITH LAWS

Distributor and Company shall give all necessary notices and shall comply and ensure that their respective employees comply with all applicable laws, ordinances, governmental rules and regulations relative to, as the case may be, the Distributor’s or Company’s obligations pursuant to this Agreement.

17.INDEMNIFICATION

Distributor agrees to indemnify Company, its agents and employees against all claims, damages, losses, and expenses, including reasonable attorney’s fees, of Company or others, arising out of the breach by Distributor of this Agreement. Company shall indemnify Distributor, its agents and employees against all claims, damages, losses, and expenses, including reasonable attorney’s fees, of Distributor or others, arising out of the breach by Company of this Agreement.

18.ASSIGNMENT

This Agreement may not be assigned or otherwise transferred by either party without the written consent of the other party.

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19.      GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the state of Colorado, excluding conflicts of law principles thereof that would require or permit the application of the laws of a different jurisdiction, including without limitation the United Nations Convention on Contracts for the International Sale of Goods. If any dispute between the parties arises concerning or relating to this Agreement (other than any claim alleging that Product is non-conforming to the Specifications, which shall be resolved under the procedure of Section 6), and initial negotiations are unsuccessful in resolving such disagreement or dispute within 15 calendar days following written notice thereof, the matter shall be referred for resolution to one senior executive of each party having at least the title of Vice President, General Manager, or their equivalent. If such senior executives fail, after reasonable good faith efforts, to arrive at a satisfactory resolution of such dispute within 30 calendar days following the date of the initial written notice of dispute, or if no such officer of a party is made available to confer within that period, either party may initiate binding arbitration to resolve the dispute. Any such arbitration shall be administered by the International Chamber of Commerce and conducted pursuant to the Rules of Arbitration of the International Chamber of Commerce (“Rules”) before one or more arbitrators appointed in accordance with the Rules. If the amount of the dispute is $1 million or less, the parties agree that the dispute shall be heard and resolved by one arbitrator appointed pursuant to the Rules; otherwise, the parties agree that the dispute shall be heard and resolved by three arbitrators appointed pursuant to the Rules (except that the two party-appointed arbitrators and not the ICC Court shall appoint the chair). The parties agree that the two party-appointed arbitrators shall select the chair not later than 30 days after the date the second arbitrator is appointed. The place of arbitration shall be Denver, Colorado, and the arbitration shall be conducted in the English language. The award of the arbitrators shall be final and binding upon the parties and judgment thereon may be entered in any court of competent jurisdiction.

20.      ENTIRE AGREEMENT; RELATIONSHIP OF PARTIES

This Agreement constitutes the entire agreement between the parties relating to the distributorship and sale of Product described herein. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of the Agreement or any representations inducing its execution and delivery except those specifically set forth. Each of the parties acknowledges that such party has relied on the party’s own judgment in entering into the Agreement. This Agreement shall not limit, amend, or otherwise affect the rights and obligations of either party or their affiliates under the Other Agreements. Nothing contained in this Agreement shall be deemed to constitute either party the partner or the venturer of the other, or, to constitute either party the agent or legal representative of the other, or to create any fiduciary relationship between them. The parties do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership or joint venture.

21.      NOTICES

Any notice required or desired to be given hereunder shall be effective if made in writing and delivered in person, or by recognized overnight courier, sent by facsimile transmission, or sent by certified or registered U.S. mail, return receipt requested, to the following addresses or to

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such other person or address as such party may have specified in a notice duly given in accordance with this Section:

If to Company:	If to Sojitz:
Blue Pearl Mining Ltd. 6 Adelaide Street East Suite 500	Sojitz Corporation 1-20, Akasaka 6-chorne
Toronto, ON M5C 1H6 Attention: Ian McDonald Fax No.: 416-367-0182	Minato-ku, Tokyo, 107-8655 Japan Attn: Shigeru Ohno, General Manager           Iron Ore & Ferro Alloys Dept. Fax:     +81-3-5520-3517
	With copy to:
	Sojitz Noble Alloys Corporation 1211 Avenue of the Americas New York, New York 10036
	Attn:	Kiyotaka Tomita
	Fax:	(212) 704-6630

22.       FORCE  MAJEURE

(a)       Either party hereto shall be relieved from liability for delay in performance or failure to perform any of the obligations herein imposed, except the obligation to pay for the Product already delivered, for the time and to the extent such delay or failure (including Distributor’s failure to take delivery or Company’s failure to make delivery of Product) is occasioned by acts of God, or acts of public enemy; strike, lockout, or other industrial disturbances, riots, flood, hurricanes, fire, explosion; or any other cause or causes of any kind or character beyond the reasonable control of the party delayed or failing to perform and which by the exercise of reasonable diligence the party is unable to prevent (any such cause herein called “Force Majeure”). Notwithstanding this Force Majeure clause, reduction or cessation of operations as a result of economic conditions and the fact that the price of the Product provided for in this Agreement is divergent from the market price shall not be events of Force Majeure and thus shall not operate to relieve either party from the obligation to perform.

(b)       A party shall be excused from its obligations hereunder during a period of Force Majeure affecting that party to the extent prevented by Force Majeure, provided that:

(i)The party claiming Force Majeure gives the other party prompt written notice describing the particulars of the occurrence of the condition or event of Force Majeure;

(ii)The suspension of performance is of no greater scope and of no longer duration than is required by the condition or event of Force Majeure;

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(iii)The non-performing party proceeds with reasonable diligence to remedy its inability to perform and provides monthly progress reports to the other party describing actions taken to end the non-performance due to the condition or event of Force Majeure; and

(iv)As soon as the non-performing party is able to resume performance of its obligations under this Agreement, that Party shall give the other Party written notice to that effect.

(c)       If Company claims Force Majeure, Company shall reimburse Distributor for any additional costs incurred by Distributor to obtain molybdenum products from other sources to satisfy any contracts of Distributor to re-sell Product that existed on the date of Distributor’s receipt of notice of such Force Majeure, or shall sell sufficient Product to Distributor to meet the requirements of such contracts.

(d)       The Term of this Agreement shall be extended by all periods of Force Majeure affecting Company. Company shall not be entitled to terminate this Agreement as a result of Force Majeure affecting Company, regardless of duration. Either party may terminate this Agreement as a result of Force Majeure affecting the other party for a continuous period of more than one year.

23.       CONDITION PRECEDENT

This Agreement is subject to the condition precedent that the Company shall acquire majority ownership of the Thompson Creek Mine, pursuant to the Acquisition or otherwise. Promptly following the closing of such transaction, Company agrees at the request of Distributor to cause TCMC and its subsidiaries to execute an acknowledgment and ratification of this Agreement.

24.       EXECUTION; COUNTERPARTS

This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Once executed, the parties may exchange executed signature pages by facsimile transmission; and upon receipt by each party of the signature page duly executed by the other party, the parties shall be bound as fully as if each party was in possession of a fully-executed original of this Agreement. Promptly following such exchange by facsimile transmission, if made, the parties agree to exchange the executed originals of this entire Agreement by U.S. Mail or overnight mail, so that each party ultimately is in possession of at least one fully-executed original hereof.

25.       MODIFICATION; WAIVER

This Agreement shall not be modified or amended, and no term, condition or provision hereof shall be waived, in whole or in part, except in a writing executed by a duly authorized representative of each party hereto.

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26.       MUTUAL AGREEMENT

The terms and conditions of this Agreement have been determined by the mutual negotiation of the parties hereto, and no provision hereof shall be construed against one party or in favor of another party merely by reason of the party who prepared or was responsible for the draftsmanship.

27.       SEVERABILITY

In the event any provision of this Agreement conflicts with the law under which this Agreement shall be construed, such provision shall be deleted from this Agreement, and the Agreement shall be construed to give effect to the remaining provisions hereof.

28.       HEADINGS

The headings in this Agreement are inserted for convenience of reference only, shall not be considered a part of this Agreement, and shall not affect the validity or interpretation of this Agreement.

IN WITNESS Whereof, the parties have executed this Agreement effective as of the date first above written.

SOJITZ CORPORATION	BLUE PEARL MINING LTD.
By:	By:	/s/ Illegible
Title:	Title:	Chairman & C.E.O.
Date:	Date:	September 1, 2006

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EX-10.10

Exhibit 10.10

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT.  THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED WITH THE  U.S. SECURITIES AND EXCHANGE COMMISSION.

SALES REPRESENTATIVE AGREEMENT

This Sales Representative Agreement is made effective the 12th day of June, 1997 by and among Thompson Creek Canada, Ltd. (hereinafter referred to as TCM), Nissho Iwai Moly Resources, Inc. (hereinafter referred to as “NIMO”), Thompson Creek Metals Company, LLC (hereinafter referred to as “Metals”), Nissho Iwai Corporation (hereinafter referred to as “NIC”). NIC and Metals shall be referred to collectively as Sales Representative.

WHEREAS TCM and NIMO have entered into an Exploration, Development and Mine Operating Agreement (“Operating Agreement”) which Operating Agreement, among other things, establishes the Endako Joint Venture (“Endako”) for the operation of the Endako Mine and Processing Facility;

WHEREAS Endako produces technical grade molybdic oxide, molybdenum disulphide concentrates, ferromolybdenum, molybdenum oxide briquettes and Ultrapure (hereinafter referred to as “Product”);

WHEREAS pursuant to the Operating Agreement, each Participant is obligated to take in kind or separately dispose of its share of all Product in proportion to its Participating Interest, as therein defined, and to provide for the marketing and selling of its share of Product in accordance with this Agreement; and

WHEREAS each Participant desires through Endako to appoint Metals and NIC as its exclusive Sales Representatives with respect to Product, and Metals and NIC desire to accept their respective appointments as Sales Representatives of each Participant pursuant to the terms of this Agreement;

NOW THEREFORE in consideration of the premises and the mutual covenants of the parties set forth herein, the parties agree as follows:

1.APPOINTMENT

Endako hereby appoints NIC as its exclusive Sales Representative for the sale of Product to customers in Japan, Korea, China, Taiwan, Philippines, Thailand, Indonesia, other Asian markets as agreed by the parties and Australia, except that NIC shall not sell Ultrapure to Australian markets (NIC Territory). Endako hereby appoints Metals as its exclusive Sales Representative for the sale of Product to customers in the United States, Canada, Europe and all other areas outside the NIC territory including sales of Ultrapure in Australia (Metals Territory). Metals and NIC accept such appointments as Sales Representative of Endako in accordance with the provisions of this Agreement.

Metals sells product from the Thompson Creek Mine (“Thompson Creek Product”) into the NIC Territory. It may be advantageous for Metals to ship Product from Endako (“Endako Product”) to meet contract requirements for Thompson Creek Product in the NIC Territory and ship Thompson Creek Product to meet contract requirements for Endako Product in the Metals Territory (“Product Swap”). Metals may institute a Product Swap wit the written consent of NIC, which consent shall not be unreasonably withheld.

2.TERM

The term of this Agreement shall begin on the date hereof and shall remain effective through the term of the Operating Agreement.

3.QUANTITY

Pursuant to the Operating Agreement, Endako will adopt annual programs and budget which will anticipate the amount of Product to be produced during the following year (“Anticipated Annual Production”). In the event that actual production is equal to or greater than the Anticipated Annual Production, Endako agrees to supply NIC approximately *** of the actual production annually for sale in the NIC Territory and to supply Metals *** of the actual production annually for sale in the Metals Territory, provided that Sales Representatives are able to sell such amounts of Product at prices and at terms acceptable to Endako. If Endako produces less than the Anticipated Annual Production in any year, because of an event of force majeure as described in Section 17 of this Agreement, the amount of Product sold to NIC and Metals will be reduced equally to reflect the shortfall between the Anticipated Annual Production and the amount of actual production. Should Endako produce less than the Anticipated Annual Production for any reason other than an event of force majeure while any obligations of TCM, as defined in the Credit Facility Agreement dated June 9, 1997 among, inter alia, NIMO and Metals, are outstanding under such Agreement, Endako shall supply NIC one half of the Anticipated Annual Production for sale in the NIC Territory provided that NIC is able to sell said amount at prices and at terms acceptable to Endako. Any shortfall in Anticipated Annual Production for any reason other than an event of force majeure would be deducted from Metals’ share of Product to which it is entitled during that year.

4.SALES PROMOTION

Sales Representatives shall at all times use their best efforts to promote, develop and increase the sale of Products, and generally to enhance the reputation of the Products throughout the Metals Territory and NIC Territory, respectively. For these purposes, Sales Representatives shall, at their sole cost and expense:

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(a)make such customer calls as are necessary to promote the Products, to provide reasonable technical assistance, and to determine new uses for Products;

(b)maintain accurate records of its activities, including but not limited to customer lists and call reports;

(c)circulate such product information and catalogues as Endako may provide the Sales Representatives, it being understood that such materials shall remain the property of Endako, shall be maintained in good condition by Sales Representatives and shall be returned to Endako, or otherwise disposed of, as and when Endako shall direct;

(d)provide Endako with such written reports as Endako may request in respect of the conduct and development of business in the Territory together with Sales Representatives’ reasoned views on prospects for the future; and

(e)generally do such other acts as may be conducive to the performance of Sales Representatives’ duties and obligations set for this Agreement.

5.SALES SOLICITATION OF ORDERS

Sales Representatives shall solicit orders for the Products in accordance with the following conditions:

(a)Prices shall be Endako’s prices in effect for the Metals Territory and NIC Territory respectively at the time of solicitation, subject to revision in accordance with Endako’s prices in effect at the time the order is shipped.

(b)Specifications of the Products shall be those supplied by Endako to Sale Representatives either generally or as applicable to a particular case. Sales Representatives shall not, except with the express written consent of Endako, give any warranty, representation or guarantee.

(c)Sales shall be under Endako’s trademarks and trade names, and shipments shall be made in Endako’s containers and packages.

(d)No quotations shall be given by Sales Representatives to customers unless the terms of such quotation have been approved by Endako.

Sales Representatives shall promptly advise Endako whenever special prices, terms or other conditions are necessary in order to secure business not otherwise obtainable. Should Endako quote to Sales Representatives any special prices, terms or conditions, they shall be limited to the subject order and shall not constitute a precedent.

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6.ORDER PROCEDURES

Sales Representatives shall immediately transmit directly to Endako any and all orders for Products. Endako reserves the right, at its absolute discretion, to refuse to accept any order. In the event of any such refusal, Endako shall have no liability whatsoever to Sales Representatives, but Endako shall nonetheless notify Sales Representative of any such refusal. In respect of all orders accepted by Endako during the terms of this Agreement, Endako shall supply the Product directly to the customer and invoice Sales Representative directly.

7.INDEPENDENT CONTRACTOR

In the performance of this Agreement, Sales Representatives shall be independent contractors with respect to, and agents of, Endako. Sales Representatives are not employees of Endako and shall not present themselves to others as employees of Endako or make any implicit or explicit representations to that effect. Sales Representatives have no power or authority to pledge Endako’s credit, to enter into any agreement on behalf of Endako, or to give any warranty, representation or guarantee on behalf of Endako. Sales Representatives shall not present themselves to others as having such authority to bind or contract on behalf of Endako and shall make no implicit or explicit representation to that effect.

8.COMMISSIONS

Each Sales Representative shall receive a commission on sales of Product made pursuant to this Agreement of ***of the sales prices of all Products sold by both Sales Representatives during the term of this Agreement.

Sale Representatives shall be entitled to and paid their commissions monthly after Endako has received payment in full for the sale of Product. Commissions will be paid at the end of each month.

9.COLLECTION OF ACCOUNTS

Sales Representatives shall have full responsibility for the invoicing and collection of all accounts for Product sold by Sales Representatives as agents for Endako and delivered to a customer. Failure for any reason to collect all or part of any account when due shall be the full responsibility of Sales Representatives and Sales Representatives shall be required to remit to Endako payment for such sales on the due date specified in the sales terms between Endako and the Sales Representatives to the customers.

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10.CONTRACT RISK

Endako shall assume all risks and full responsibility for any losses incurred due to a sales contract cancellation or non performance by a customer prior to delivery of Product to that customer. In such event, Sales Representatives shall not be liable for any payment to Endako and shall not be entitled to any commission on such sale.

11.PRODUCT WARRANTY

Subject to Section 5(b) Endako shall assume full responsibility for all claims received from customers relating to Product quality including chemical specifications and physical sizing specifications, as well as packaging requirements, weights, assays and damage incurred during shipment to the customer. Sales Representatives shall fully cooperate with Endako in resolving such claims.

12.REPRESENTATIVES’ EXPENSES

All expenses for travelling, entertainment, office, clerical, office and equipment maintenance and general selling expenses including sub-agent commissions that may be incurred by Sales Representatives in connection with this Agreement shall be borne wholly by the Sales Representatives. In no case shall Endako be responsible for such expenses.

13.CONFIDENTIALITY

Sales Representatives agree to keep confidential such information as Endako may from time to time impart to Sales Representatives regarding the Endako’s business affairs and customers. Sales Representatives shall not in whole or in part, now or in the future, disclose such information.

14.COMPLIANCE WITH LAWS

Sales Representatives shall give all necessary notices and shall comply and ensure that all Sales Representatives employees comply with all applicable laws, ordinances, governmental rules and regulations relative to the Sales Representatives activities pursuant to this Agreement. Sales Representatives acknowledge that the Product is subject to the antitrust laws of any territory or country and Sale Representatives agree to comply with any instructions to be made by Endako in respect of such antitrust laws.

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15.INDEMNIFICATION

Sales Representatives agree to indemnify Endako, its agents, and employees against all claims, damages, losses and expenses, including reasonable attorney’s fees, arising out of the performance of Sales Representatives under this Agreement that are caused in whole or in part by Sales Representatives’ negligent acts or omissions, or by the act of anyone employed by Sales Representatives for whose acts Sales Representatives may be liable.

16.ASSIGNMENT

This Agreement may not be assigned or otherwise transferred by any party without the consent of the other parties hereto.

17.FORCE MAJEURE

Except for the obligation of make payments when due hereunder, the obligations of a Party shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labour disputes (however arising and whether or not employee demands are reasonable or within the power of the Party to grant); acts of God; laws, instructions or requests of any government or governmental entity; judgments or orders of any court, inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of environmental laws; action or inaction by any federal, provincial or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct operations beyond the reasonable expectations of the Party seeking the approval or authorization; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection, or rebellion, fire explosion, earthquake, storm, flood, sink holes, drought or otherwise adverse weather condition; delay or failure by suppliers or transporters of materials, parts supplies, services or equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain, labour, transportation, materials, machinery, equipment, supplies, utilities or services, accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing. The affected Party shall promptly give notice to the other Parties of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Party shall resume performance as soon as reasonably possible.

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18.NO PARTNERSHIP

Nothing here is intended to constitute, and shall not for any purpose be construed as constituting, TCM and NIMO as partners, or otherwise to create a relationship of partnership between them with respect to the sale of Product or the operation of Endako. A reference herein to Endako shall be construed as a reference to TCM and NIMO severally subject to their rights and obligations inter se as set out in the Operating Agreement.

19.GOVERNING LAW

This Agreement and any disputes to this Agreement shall be construed under the laws of the Province of British Columbia.

IN WITNESS where of the parties have executed this Agreement effective as of the date first above written.

NISSHO IWAI CORPORATION		THOMPSON CREEK METALS COMPANY, LLC
By:	/s/ Illegible	By:	/s/ Illegible
Title:		Title:
Date:	June 12, 1997	Date:	June 12, 1997
NISSHO IWAI MOLY RESOURCES, INC.		THOMPSON CREEK MINING CANADA, LTD.
By:	/s/ Illegible	By:	/s/ Illegible
Title:		Title:
Date:	June 12, 1997	Date:	June 12, 1997

7

EX-10.11

Exhibit 10.11

FRAME CONTRACT

THIS FRAME CONTRACT (this “Agreement”) is made as of June 12, 1997 by and among Thompson Creek Mining Ltd. (“TCM”), Nissho Iwai Moly Resources, Inc. (“NIM”), Thompson Creek Metals Company, LLC (“Metals”) and Nissho Iwai Corporation (“NIC”).

RECITALS:

A.       TCM and NIM have entered into an Exploration, Development and Mine Operating Agreement (the “Operating Agreement”) which Operating Agreement established the Endako Joint Venture (“Endako”) for the operation of the Endako Mine and Processing Facility.

B.        TCM, NIM, Metals and NIC have entered into a Sales Representative Agreement dated June 12, 1997 (the “Sales Agreement”) whereby Metals and NIC have been appointed as exclusive sales representatives for molybdenum products (“Product”) produced at the Endako Mine located near Prince George, British Columbia (the “Endako Mine”).

C.        As a condition to NIC’s receipt of funding necessary to provide financing for the acquisition of the Endako Mine, the parties hereto desire to confirm their mutual understanding regarding the allocation of Product to NIC for sale to its customers.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1.         NIC shall be the exclusive sales representative for the sale of Product to customers in Japan and other Asian markets as agreed by the parties (collectively, the “Territory”) for purposes of this Agreement, “Product” shall include, among the other products produced at the Endako Mine, roasted molybdenum concentrate (specifications: Mo: 57% min.; P: 0.05% max.; Cu: 0.30% max; Pb: 0.05% max.; S: 0.10% max., unless otherwise agreed among the parties).

2.         NIC shall be entitled to import into Japan an amount equal to fifty percent (50%) of the Endako Mine’s anticipated annual production of Product for resale to its customers in the Territory, subject to its ability to sell such amount at terms and prices acceptable to Endako and any re-allocation of Product due to a decrease in production resulting from a force majeure event at the Endako Mine.

3.         Endako shall bill NIC for the Products on a CIF basis. NIC shall remit payment for each shipment of Product within 30 days after the Bill of Lading date for such shipment, unless otherwise agreed among the parties.

4.         The term of this Agreement shall begin on the date hereof and shall remain effective throughout the term of the Operating Agreement or the Credit Facility Agreement dated June 9, 1997 between NIC and TCMC, whichever is longer.

5.         Prices charged to NIC for Product shall be mutually confirmed by NIC and TCM (as operator of Endako), based upon Endako’s prices at the time of solicitation and shipment.

6.         Sales promotion and solicitation, collection of accounts with third party customers, payment of sales expenses, commissions and Product warranties shall be governed by the Sales Agreement. To the extent any provision of this Agreement conflicts with the provisions of the Sales Agreement, the provisions of the Sales Agreement shall prevail.

7.         This Agreement may not be assigned or otherwise transferred by any party without the consent of the other parties hereto.

8.         This Agreement and any disputes relating to this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

NISSHO IWAI CORPORATION		THOMPSON CREEK MINING LTD.
By:	/s/ Illegible	By:	/s/ Illegible
	Authorized Signatory		Authorized Signatory
NISSHO IWAI MOLY RESOURCES, INC.		THOMPSON CREEK METALS COMPANY, LLC
By:	/s/ Illegible	By:	/s/ Illegible
	Authorized Signatory		Authorized Signatory

2

EX-10.12

Exhibit 10.12

[GRAPHIC]

November 8, 2005

Mr. Steven Mooney
Chief Executive Officer
Thompson Creek Metals Company
945 West Kenyon Ave.
Englewood, Colorado 80110
U.S.A.

Dear Mr. Steven Mooney:

Re; Molybdenum Phase-6 / Notice to Exercise Option

In accordance with the Section 1.2 of the “OPTION AGREEMENT” made and entered into 28th day of September 2005, by and between THOMPSON CREEK METALS COMPANY and SOJITZ CORPORATION, we hereby notify you to exercise our “Option” stipulated in the Section 1.1 of the OPTION AGREEMENT.

Yours sincerely,

/s/ Shigeru Ohno

Shigeru Ohno

General Manager, Iron Ore and Ferroalloys Dept.

Sojitz Corporation

Confirmed by Thompson Creek Metals Company;

/s/ Kevin Loughrey
letter 8 11 2005

Sojitz Corporation

1-20, Akasaka 6-chome, Minato-ku, Tokyo
107-8655, Japan
Tel. +81-3-1234-5678 Fax +81-3-1234-5679
URL http: //www.sojitz.com
#1114121 v2

[GRAPHIC]

Kevin Loughrey
President

November 14, 2005

Sojitz Corporation
Shigeru Ohno, General Manager
Iron Ore and Ferroalloys Dept.
1-20, Akasaka 6-chome
Minato-ku, Tokyo
107-8655, Japan

Re: Molybdenum Phase-6/Notice to Exercise Option

Dear Mr. Ohno:

Please find enclosed the signed letter dated November 8, 2005, confirming that Thompson Creek Metals Company received your Notice to Exercise Option stipulated in Section 1.1 of the Option Agreement.

Sincerely,

/s/ Kevin Loughrey

Kevin Loughrey

KL:je

Enclosure

Thompson Greek Metals Company
945 W. Kenyon Ave. - Unit B · Englewood, CO 80110
303-761-8801 Fax:303-761-7420

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT.  THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED WITH THE  U.S. SECURITIES AND EXCHANGE COMMISSION.

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Option Agreement”), is made and entered into this 28th day of September, 2005 (the “Effective Date “), by and between THOMPSON CREEK METALS COMPANY, a Colorado corporation having its principal office and place of business at 945 West Kenyon Avenue, Unit B, Englewood, Colorado 80110-8135 (“TCMC”), and SOJITZ CORPORATION, a Japanese corporation having its principal office and place of business at 1-20, Akasaka 6-chome, Minato-ku, Tokyo 107-8655, Japan (“Sojitz”).

RECITAL

Sojitz and TCMC have entered into an Agreement dated September 28, 2005 setting forth the terms and conditions pursuant to which TCMC shall sell and deliver to Sojitz, and Sojitz shall purchase and receive from TCMC, a portion of the technical grade molybdic oxide produced from the Thompson Creek Mine during Phase 6, a copy of which is attached as Exhibit A (the “Agreement”),

Sojitz desires to acquire from TCMC and TCMC desires to grant to Sojitz the exclusive and irrevocable option to purchase additional technical grade molybdenum oxide produced from the Mine, upon the terms and subject to the conditions set forth in this Option Agreement.

AGREEMENT

In consideration of the foregoing and the mutual promises, covenants and conditions set forth herein, the parties agree as follows:

ARTICLE I
THE OPTION

Section 1.1Grant of Option. Subject to and upon the terms and conditions set forth in this Option Agreement, TCMC hereby grants to Sojitz the exclusive and irrevocable option to purchase technical grade molybdenum oxide produced from the Mine in excess of those quantities Sojitz is obligated to purchase pursuant to the Agreement, upon the terms set forth in this Section 1.1 (the “Option”). If Sojitz in its sole discretion chooses to exercise the Option, it must give TCMC written notice of such exercise at or before the expiration of the Option Period (as defined in Section 1.2, below) in the manner provided in Section 10.13 of the Agreement. Upon TCMC’s receipt of such notice, the following definition of “Metals Week Price” shall be added to the Agreement, and the Sections appearing below shall supercede and replace the same-numbered Sections in the Agreement:

Metals Week Price shall be the mean of the Dealer Oxide high and low quotations for technical grade molybdic oxide published weekly by Metals Week and averaged for the month prior to the month of shipment of Sojitz Product from Langeloth.

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Section 2.1:

2.1Term.Sojitz acknowledges that TCMC commenced the Stripping Program during February, 2005, in order to expose the Reserves for exploitation during the Production Program, and that a period of approximately twenty-four (24) months from February 2005 will be required to complete the Stripping Program prior to commencement of the Production Program. This Agreement shall become effective as of the first calendar day of the first two-consecutive-calendar-month period during which TCMC’s concentrator has produced at least one hundred thousand (100,000) pounds of molybdenum disulfide from the Reserves during each such consecutive calendar month (the “Effective Date”). This Agreement shall continue in full force and effect from the Effective Date until TCMC has extracted all of the Reserves from Phase 6 and beheficiated all of the recoverable molybdenum-containing ore therein, unless: (i) this Agreement is terminated earlier in accordance with the terms and conditions set forth herein; or (ii) Sojitz, in its sole discretion, terminates this Agreement because: (A) TCMC, in its sole and absolute discretion, permanently ceases production at the Mine or temporarily suspends production from the Mine for a period in excess of one hundred and eighty (180) consecutive calendar days; or (B) the Effective Date has not occurred on or before September 1, 2007.

Section 3.1:

3.1Purchase and Sale.TCMC agrees to sell and deliver, and Sojitz agrees to purchase and receive, *** of all Product as and when produced by TCMC from time to time during Phase 6. For purposes of this Agreement, “Base Pounds” shall mean (i) the *** pounds of molybdenum contained in Sojitz Product sold and delivered to Sojitz during each of the calendar years commencing on January 1 in 2008, 2009, 2010, and 2011; and (ii) the pounds of molybdenum contained in Sojitz Product representing the shortfall, if any, between *** pounds of molybdenum contained in Sojitz Product, and (B) the pounds of molybdenum contained in Sojitz Product actually sold and delivered during calendar years 2008, 2009,2010, and 2011.

Section 4.1:

4.1Price.   The price to be paid by Sojitz for Sojitz Product shall be determined in accordance with this Section 4.1

4.1.1   Price Applicable to Base Pounds. The price to be paid by Sojitz for all Base Pounds shall be the sum of the Actual Cost of Production, plus *** of the Actual Cost of Production; provided, however, that such price shall never be less than *** per pound of molybdenum contained in Sojitz Product, nor greater than *** per pound of molybdenum contained in Sojitz Product. The price determined in accordance with this Section 4.1.1 shall be referred to in this Agreement as the “Base Price.”

4.1.2   Price Applicable to All Other Pounds Sold. The price to be paid by Sojitz for all Sojitz Product sold and delivered to Sojitz: (i) between the Effective Date and December 31, 2007; and (ii) in excess of the Base Pounds, shall be determined in accordance with the following formulae:

***

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***

Section 1.2Option Period and Consideration. (a) The Option shall be exercisable during the period commencing on the Effective Date and ending at 5:00 p.m. Denver time on November 30, 2005 (the “Option Period”).

(b)TCMC acknowledges the receipt and sufficiency of consideration from Sojitz for the grant of the Option.

Section 1.3Amended and Restated Agreement. Within 30 days after Sojitz gives notice exercising the Option, Sojitz and TCMC intend to execute and deliver an amended and restated version of the Agreement containing the amended terms and conditions set forth in Section 1.1 of this Option Agreement. If such amended and restated agreement is not executed for any reason, the Agreement and the terms of Section 1.1 of this Option Agreement shall continue to be binding on both parties.

Section 1.4Termination of Option. The Option shall terminate automatically if not exercised prior to the expiration of the Option Period, and neither party shall have any further obligation under this Option Agreement.

Section 1.5Effect on Agreement. The exercise or failure to exercise the Option shall not affect the purchase and sale described in the Agreement.

ARTICLE II
GENERAL PROVISIONS

Section 2.1Defined Terms. Capitalized terms not defined in this Option Agreement shall have the meanings defined in the Agreement.

Section 2.2Counterparts; Facsimile. This Option Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. This Option Agreement may be executed by facsimile.

Section 2.3Notices. All notices hereunder shall be deemed given by a party hereto to the other party if given in the manner provided in Section 10.13 of the Agreement.

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Section 2.4Governing Law, Venue, Waiver of Jury Trial. Section 10.14 of the Agreement shall apply to this Option Agreement.

IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written.

THOMPSON CREEK METALS		SOJITZ CORPORATION, a Japanese
COMPANY, a Colorado corporation		corporation
By:	/s/ Kevin Loughrey	By:	/s/ Shigeru Ohno
Title:	PRESIDENT	Title:	GENERAL MANAGER

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Exhibit A
To
Option Agreement
Between
Thompson Creek Metals Company
And
Sojitz Corporation

The Agreement

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AGREEMENT

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Executed

September 28, 2005

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS; INTERPRETATION	1
1.1Definitions	l
ARTICLE II TERM	4
2.1Term	4
ARTICLE III PURCHASE AND SALE OF PRODUCT	4
3.1Purchase and Sale	4
ARTICLE IV PRICE AND PAYMENT	4
4.1Price	4
4.2Invoices	5
4.3Payment	5
4.4Taxes	5
4.5Records; Audit	6
ARTICLE V DELIVERY	6
5.1Shipping Terms	6
5.2Title and Risk of Loss	6
5.3Warehousing Fees	6
5.4Deliveries	7
5.5Freight and Insurance	7
ARTICLE VI WEIGHTS AND ASSAYS; NON-CONFORMING SOJITZ PRODUCT	7
6.1Weights and Assays	7
6.2Non-Conforming Sojitz Product	7
6.3Claims	7
ARTICLE VII WARRANTIES	8
7.1Representations and Warranties of TCMC	8
7.2Representations, Warranties and Covenants of Sojitz	9
ARTICLE VIII MINE PLANS; BUDGETS; CONDUCT OF PHASE 6 OPERATIONS	10
8.1Mine Plans and Budgets	10
8.2Reports	10
8.3Conduct of Phase 6 Operations	10

TABLE OF CONTENTS

	Page
ARTICLE IX FORCE MAJEURE	10
9.1Force Majeure	10
ARTICLE X OTHER COVENANTS OF THE PARTIES	11
10.1Default	11
10.2No Partnership	11
10.3Tax Matters	11
10.4Dispute Resolution	11
10.5Confidentiality	12
10.6Sojitz’ Right to Inspect Property	12
10.7Trademarks and Intellectual Property	13
10.8No Implied Covenants	13
10.9No Third Party Beneficiaries	13
10.10Parties in Interest	13
10.11Assignment	13
10.12Survival	14
10.13Notices	14
10.14Governing Law; Venue; Waiver of Trial by Jury	14
10.15Entire Agreement	15
10.16Modification; Waiver	15
10.17Mutual Agreement	15
10.18Severability	15
10.19Headings	15
10.20Counterparts	15

EXHIBIT A — Budget

EXHIBIT B — Mine Plan

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 28th day of September, 2005 (the “Execution Date”), by and between THOMPSON CREEK METALS COMPANY, a Colorado corporation having its principal office and place of business at 945 West Kenyon Avenue, Unit B, Englewood, Colorado 80110-8135 (“TCMC”), and SOJITZ CORPORATION, a Japanese corporation having its principal office and place of business at 1-20, Akasaka 6-chome, Minato-ku, Tokyo 107-8655, Japan (“Sojitz”).

RECITALS

A.TCMC, through its indirect, wholly-owned subsidiary, owns certain fee lands, patented and unpatented mining claims, and other real property interests located near Challis, in Custer County, Idaho (the “Property”). TCMC conducts molybdenum mining and beneficiation operations at its Thompson Creek Mine on the Property (the “Mine”).

B.TCMC has identified additional reserves of molybdenum ore within and below existing mining operations at the Mine. Development and production of these reserves will require extensive stripping operations to remove the overburden and waste rock over the course of approximately two years, followed by approximately five years of production and beneficiation of molybdenum ore from these reserves. The development and production of these additional reserves is referred to in this Agreement as “Phase 6.”

C.Sojitz and TCMC desire to enter into this Agreement setting forth the terms and conditions pursuant to which TCMC shall sell and deliver to Sojitz, and Sojitz shall purchase and receive from TCMC, a portion of the technical grade molybdic oxide produced from the Thompson Creek Mine during Phase 6.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, conditions and obligations set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TCMC and Sojitz hereby agree as follows:

Article I
DEFINITIONS; INTERPRETATION

1.1.Definitions. For purposes of this Agreement, the following terms shall have the meaning given to them in this Section 1.1.

1.1.1.Actual Cost of Production shall mean TCMC’s actual full cost to produce Product, as reflected by TCMC’s accounting books and records for the period under consideration, expressed in cost per pound of molybdenum contained in Product. For the avoidance of doubt, “Actual Cost of Production” shall: (i) include (A) an allocation of the costs of the Stripping Program in accordance with the Budget, together with all costs to mine and beneficiate the Reserves, transport molybdenum disulfide concentrates produced at the Mine from the Reserves to Langeloth, and convert such molybdenum disulfide into Product at

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Langeloth; and (B) actual reclamation costs to the extent such costs are attributable solely to Phase 6; but (ii) shall exclude beneficiation costs directly attributable to the lubricant grade molybdenum disulfide products produced by TCMC known as “HPM,” “Grade A,” and “Grade B.” Furthermore, to the extent that capital expenditures or investments in the Property and/or the Mine are required, only those portions of such capital expenditures or investments that are actually allocable to Phase 6 (in whole or in part) shall be allocated to the Actual Cost of Production (in whole or in part); and any other portions more properly allocable to other operations or activities on the Property and/or at the Mine shall not be allocated to Actual Cost of Production.

1.1.2.Agreement shall mean this Agreement and all Exhibits attached hereto, as the same may be amended and modified in writing from time to time pursuant to the terms hereof.

1.1.3.Budget shall mean the initial or annual budget, and any periodic updates thereto, setting forth, among other things, TCMC’s Budgeted Cost of Production for the period represented by the Budget. The initial Budget is attached to this Agreement as Exhibit A.

1.1.4.Budgeted Cost of Production shall mean TCMC’s estimate of the full cost to produce Product, identified as “Phase 6 Estimated Total Costs” in the Budget, and expressed in cost per pound of molybdenum contained in Product. For the avoidance of doubt, “Budgeted Cost of Production” shall: (i) include (A) an allocation of the costs of the Stripping Program in accordance with the Budget, together with all costs to mine and beneficiate the Reserves, transport molybdenum disulfide concentrates produced at the Mine from the Reserves to Langeloth, and convert such molybdenum disulfide into Product at Langeloth; and (B) actual reclamation costs to the extent such costs are attributable solely to Phase 6; but (ii) shall exclude beneficiation costs directly attributable to the lubricant grade molybdenum disulfide products produced by TCMC known as “HPM,” “Grade A,” and “Grade B.” Furthermore, to the extent that capital expenditures or investments in the Property and/or the Mine are required, only those portions of such capital expenditures or investments that are actually allocable to Phase 6 (in whole or in part) shall be allocated to the Budgeted Cost of Production (in whole or in part); and any other portions more properly allocable to other operations or activities on the Property and/or at the Mine shall not be allocated to Budgeted Cost of Production.

1.1.5.Business Day shall mean a day on which the commercial banks located in Tokyo, Japan, New York, New York, and Denver, Colorado, are open for business.

1.1.6.Confidential Information shall mean and include, without limitation: (i) all knowledge and information regarding TCMC, the Property, the Mine, and the business and operations of TCMC on the Property, whether acquired or developed by TCMC, Sojitz, or any agent, vendor, contractor, or employee of any of them; (ii) all knowledge and information regarding Sojitz and its business, operations, and customers, whether acquired or developed by TCMC, Sojitz, or any agent, vendor, contractor, or employee of any of them; (iii) any proprietary, confidential or trade secret design or process belonging to TCMC; (iv) all Mine Plans, Budgets, and all financial, production and operating reports provided by TCMC to Sojitz in accordance with Article VIII, below; and (v) the terms and conditions of this Agreement.

1.1.7.Effective Date shall have the meaning given to it in Section 2.1, below.

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1.1.8.Execution Date shall mean the date on which this Agreement was executed by the Parties, namely September 28, 2005.

1.1.9.Langeloth shall mean TCMC’s molybdenum disulfide roasting facility located in Langeloth, Pennsylvania.

1.1.10.Mine shall mean the Thompson Creek Mine owned and operated by TCMC and located on the Property.

1.1.11.Mine Plan shall mean the Mine Plan, attached hereto as Exhibit B, as the same may be amended from time to time by TCMC. The Mine Plan shall include a schedule of TCMC’s anticipated production from the Mine during the period covered by the Mine Plan.

1.1.12.Party and Parties shall mean Sojitz or TCMC, or both of them, as the context requires.

1.1.13.Phase 6 shall mean development and production of the Reserves from the Mine, including without limitation the conduct and completion of the Stripping Program and the Production Program between the benches on the 8100 and 6500 levels.

1.1.14.Product shall mean technical grade molybdic oxide meeting the Replacement Specification which is produced by TCMC from Reserves during Phase 6.

1.1.15.Production Program shall mean the program to be carried out during Phase 6, for mining the Reserves, beneficiating the molybdenum-containing ore within the Reserves, and producing Product.

1.1.16.Property shall mean the fee lands, patented and unpatented mining claims, and other real property interests owned by TCMC and located near Challis, in Custer County, Idaho.

1.1.17. Rejection Specification shall mean a minimum molybdenum content of 57%; copper content not to exceed 0.50%; sulfur content not to exceed 0.1%; lead content not to exceed 0.05%; and phosphorous content not to exceed 0.05%.

1.1.18.Replacement Specification shall mean the chemical and physical analysis of all technical grade molybdic oxide as and when produced at Langeloth from time to time during Phase 6; it being the intent of the parties that the quality of Sojitz Product be consistent with the quality of Product produced at Langeloth for TCMC’s account from time to time during Phase 6.

1.1.19.Reserves shall mean the amount of material within the Phase 6 boundaries containing .05% molybdenum or greater, estimated on the Execution Date to be approximately 80 million pounds of recoverable molybdenum.

1.1.20.Sojitz shall mean Sojitz Corporation, a Japanese corporation, and a Party to this Agreement.

1.1.21.Sojitz Product shall mean all Product sold to Sojitz pursuant to this Agreement.

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1.1.22.Stripping Program shall mean the capital stripping program required to be carried out during Phase 6, for removing approximately 57 million tons of Waste from the Mine.

1.1.23.TCMC shall mean Thompson Creek Metals Company, a Colorado corporation, and a Party to this Agreement,

1.1.24.TCMC Trademarks shall have the meaning given to it in Section 10.7, below,

1.1.25.Term shall mean the duration of this Agreement as set forth in Section 2.1, below.

1.1.26.Waste shall mean all overburden and waste rock removed from the Mine during the Stripping Program.

Article II
TERM

2.1Term. This Agreement shall become effective on January 1, 2008 (the “Effective Date”). This Agreement shall continue in full force and effect from the Effective Date until TCMC has sold and delivered to Sojitz that quantity of Product which TCMC is obligated to sell and deliver to Sojitz in accordance with Section 3.1, below, unless: (i) this Agreement is terminated earlier in accordance with the terms and conditions set forth herein; or (ii) Sojitz, in its sole discretion, terminates this Agreement because: (A) TCMC, in its sole and absolute discretion, permanently ceases production at the Mine or temporarily suspends production from the Mine for a period in excess of one hundred and eighty (180) consecutive calendar days; or (B) the Production Program has not commenced on or prior to September 1, 2007.

Article III
PURCHASE AND SALE OF PRODUCT

3.1Purchase and Sale. TCMC agrees to sell and deliver, and Sojitz agrees to purchase and receive, *** of all Product as and when produced by TCMC from time to time during Phase 6; provided, however, that TCMC shall not be obligated to sell and deliver more than *** pounds of molybdenum contained in Product in any calendar year, nor more than *** pounds of molybdenum contained in Product during the Term.

Article IV
PRICE AND PAYMENT

4.1Price. The price to be paid by Sojitz for Sojitz Product shall be the sum of the Actual Cost of Production, plus *** of the Actual Cost of Production; provided, however, that such price shall never be less than *** per pound of molybdenum contained in Sojitz Product, nor greater than *** per pound of molybdenum contained in Sojitz Product.

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4.2 Invoices.

4.2.1Provisional Invoices. On or before the fifth calendar day of each calendar month, TCMC shall submit to Sojitz a provisional invoice for all Sojitz Product delivered to Sojitz during the preceding calendar month. The Budgeted Cost of Production reflected in each invoice shall be that identified in the then-current Budget.

4.2.2Quarterly True-Up Statements. Within thirty (30) calendar days following the first calendar day of each calendar quarter, or as soon thereafter as sufficient information is available to TCMC, TCMC shall submit a statement to Sojitz setting forth a comparison of: (i) the Budgeted Cost of Production invoiced to Sojitz during the preceding calendar quarter; and (ii) TCMC’s Actual Cost of Production during the preceding calendar quarter.

4.2.2.1If the Budgeted Cost of Production invoiced to Sojitz exceeds TCMC’s Actual Cost of Production during the preceding calendar quarter, then such statement shall show a credit to Sojitz in the amount determined by multiplying: (i) the number of pounds of Sojitz Product invoiced to Sojitz during such quarter by (ii) the difference between (A) the Budgeted Cost of Production invoiced to Sojitz during such quarter, and (B) the Actual Cost of Production for such quarter. Any credit to Sojitz shown in a quarterly true-up statement shall be applied to the next monthly invoice.

4.2.2.2If the Budgeted Cost of Production invoiced to Sojitz is less than TCMC’s Actual Cost of Production during the preceding calendar quarter, then such statement shall show an amount due from Sojitz in the amount determined by multiplying: (i) the number of pounds of Sojitz Product invoiced to Sojitz during such quarter by (ii) the difference between (A) the Budgeted Cost of Production invoiced to Sojitz during such quarter, and (B) the Actual Cost of Production for such quarter.

4.3Payment. Sojitz shall pay all provisional invoices, and all amounts shown as due in quarterly true-up statements, within fourteen (14) Business Days following the date of Sojitz’ receipt of the same. Payment shall be made by wire transfer of immediately available funds to Account Number 194310709580 at US Bank National Association, Denver, Colorado, ABA #102000021. TCMC acknowledges and agrees that payment in full by Sojitz’ affiliate, Sojitz Noble Alloys Corporation, of any financial obligation owed to TCMC by Sojitz hereunder shall constitute full and final satisfaction of that same Sojitz obligation.

4.4Taxes. All fees, taxes and other governmental impositions (except for income taxes of TCMC), including those resulting from future changes and amendments to existing tax laws, which are imposed on the manufacture, transportation, delivery, sale, or use of Sojitz Product, shall be for the account of Sojitz in addition to the price of the Sojitz Product. In the event TCMC shall be required to pay any such fee or tax, or shall do so as a convenience to Sojitz, Sojitz promptly shall reimburse TCMC for the same. If Sojitz claims exemption from any such tax or fee, Sojitz shall furnish to TCMC copies of the appropriate fully-executed exemption certificates in accordance with the laws and regulations of the authority levying such fee or tax. Should such exemption be denied, Sojitz shall assume and pay all such fees or taxes, together with penalties and interest, as may be assessed against TCMC.

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4.5 Records; Audit.

4.5.1Generally. TCMC shall maintain detailed cost accounting records, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to permit an accurate calculation of TCMC’s Actual Cost of Production. Such records shall be retained for the period necessary to comply with tax or other regulatory requirements.

4.5.2Sojitz’ Right to Audit Accounting Books and Records. Sojitz, at its sole election and expense, shall have the right to inspect TCMC’s accounting books and records relating to TCMC’s calculation of Actual Cost of Production. Such inspection may be made by Sojitz itself or by any authorized representative of Sojitz. Any such inspection shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon reasonable written notice by Sojitz; provided, however, that Sojitz shall be limited to one such inspection during any TCMC fiscal year; and provided, further, that any such inspection shall be concluded on or prior to the expiration of six (6) months following Sojitz’ receipt of TCMC’s reviewed financial statements for the fiscal year just ended in accordance with Section 8.2, below (the “Audit Termination Date”). TCMC’s determination of Actual Cost of Production shall be considered final and in full accord and satisfaction of all obligations of TCMC with respect thereto, unless Sojitz gives written notice describing and setting forth a specific objection to such determination on or prior to the Audit Termination Date.

4.5.3Sojitz’ Right to Audit Assay Records. In connection with any claim made by Sojitz for failure of material to conform with the Replacement Specification pursuant to Section 6.2, below, Sojitz shall have the right to inspect such of TCMC’s assay records as reasonably may be necessary to determine whether the quality of the material which is the subject of such claim is consistent with the quality of Product produced at Langeloth for TCMC’s account at the time when the material which is the subject of such claim was produced; provided, however, that in no event shall TCMC be required to maintain its assay records for a period longer than twelve (12) months from the date of assay.

Article V
DELIVERY

5.1Shipping Terms. All sales of Sojitz Product hereunder shall be made C.I.F. Major Japanese Ports.

5.2Title and Risk of Loss. Title to and risk of loss of Sojitz Product shall pass from TCMC to Sojitz when Sojitz Product passes the ship’s rail at the United States port of departure.

5.3Warehousing Fees. TCMC shall store Sojitz Product in its Langeloth warehouse at no charge for a maximum period of forty-five (45) days from the date on which Sojitz Product was placed into the warehouse. Sojitz Product stored beyond forty-five (45) days at Sojitz’ request or instruction shall be assessed a storage fee of US$0.006 per pound of molybdenum contained in Sojitz Product per month, or part thereof, plus a fee of US$0.015 per pound of molybdenum contained in Sojitz Product for transportation arranged by TCMC to a convenient warehouse. All additional transportation, storage or other costs shall be for the account of Sojitz.

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5.4Deliveries. TCMC shall use reasonable efforts to deliver Sojitz Product to Sojitz in approximately equal monthly quantities.

5.5Freight and Insurance. Sojitz acknowledges and agrees that: (i) the price to be paid by Sojitz for Sojitz Product in accordance with Section 4.1, above, does not include cost, insurance and freight for transportation of Sojitz Product from Langeloth to Major Japanese Ports; and (ii) Sojitz shall promptly reimburse TCMC for all costs associated with transporting Sojitz Product from Langeloth to Major Japanese Ports, including without limitation all freight and insurance costs, charges, premiums and fees, and all export and import duties, taxes, and charges.

Article VI
WEIGHTS AND ASSAYS; NON-CONFORMING SOJITZ PRODUCT

6.1Weights and Assays. Subject to the provisions of Section 6.2, below, TCMC weights and assays for Sojitz Product shall be considered final and binding for all purposes. Within five (5) calendar days following the end of each calendar month during the Term, TCMC shall provide Sojitz with copies of all assays for molybdenum, copper, lead, phosphorous, and sulfur taken from Sojitz Product produced at Langeloth during the preceding calendar month.

6.2Non-Conforming Sojitz Product. Sojitz shall notify TCMC of any claim for short delivery or for failure of material to conform with the Rejection Specification or the Replacement Specification within thirty (30) calendar days following arrival of the material in question at the Major Japanese Port, or any claim shall be waived. TCMC shall be permitted to sample any material that is the subject of such claim; and in the event that the analyses of Sojitz and TCMC disagree, a mutually acceptable independent testing authority shall be retained to test the material alleged to be non-conforming. The analysis of such authority shall be binding on the parties hereto and the cost of such testing shall be borne by the party whose analysis is furthest from that of the independent testing authority. Sojitz assumes all risk, responsibility, and liability for non-conforming material which it accepts or sells to third parties.

6.3Claims. All claims as to the quality, quantity, weight, loss of or damage to material delivered hereunder, or for short delivery, shall be resolved in accordance with this Section 6.3.

6.3.1Rejection Specification. If, pursuant to Section 6.2, above, it is finally determined that material shipped to Sojitz does not conform to the Rejection Specification, then: (i) Sojitz shall have no obligation to purchase such non-conforming material; (ii) Sojitz and TCMC shall enter into good faith negotiations for disposition of the non-conforming material; (iii) for purposes of Article III of this Agreement, material finally determined not to conform with the Rejection Specification shall be included in the determination of the quantity of Product produced during Phase 6; and (iv) in respect of such non-conforming material, TCMC shall have no obligation to sell and deliver additional Sojitz Product in satisfaction of TCMC’s obligations pursuant to Article III.

6.3.2Replacement Specification. If, pursuant to Section 6.2, above, it is finally determined that material shipped to Sojitz does not conform to the Replacement Specification, then: (i) TCMC shall replace that portion of the material shipped to Sojitz which is determined to have been non-conforming; (ii) for purposes of Article III of this Agreement, material finally determined not to conform with Replacement Specification shall not be included in the

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determination of the quantity of Product produced during Phase 6; and (iii) only the Sojitz Product delivered as replacement for such non-conforming material shall be considered in satisfaction of TCMC’s obligations pursuant to Article III.

6.3.3Short Delivery. TCMC shall have the right to satisfy any claim for short delivery by the shipment of Product conforming to the Replacement Specification.

6.3.4Sole Remedies. The remedies set forth in this Section 6.3 shall be the only remedies available to Sojitz for any claim as to the quality, quantity, weight, loss of or damage to material delivered hereunder, or for short delivery. Sojitz expressly waives its right to effect a “cover” in accordance with applicable provisions of the Uniform Commercial Code adopted in the State of New York.

Article VII
REPRESENTATIONS AND WARRANTIES

7.1Representations and Warranties of TCMC. TCMC hereby represents and warrants to Sojitz as follows:

7.1.1Organization and Good Standing. TCMC is a corporation duly organized, validly existing and in good standing in the State of Colorado, and is qualified to do business in the State of Idaho.

7.1.2Authority. TCMC has all requisite corporate power and authority to enter into this Agreement and to perform all of its covenants, duties, and obligations hereunder.

7.1.3Binding Agreement. All requisite corporate action on the part of TCMC and its officers and directors necessary for the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered by TCMC hereunder has been taken. This Agreement and all agreements and instruments to be executed and delivered by TCMC hereunder are, and when executed and delivered will be, the legal, valid and binding obligations of TCMC enforceable against TCMC in accordance with their respective terms.

7.1.4Product Warranty. All Sojitz Product delivered to Sojitz hereunder shall conform to the Replacement Specification.

7.1.5Disclaimers. All of the representations and warranties made by TCMC to Sojitz are set forth in this Section 7.1, and there are no representations or warranties whatsoever, whether express or implied, made by TCMC to Sojitz other than as set forth in this Section 7.1. TCMC MAKES NO AND EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, CONCERNING THE PRODUCT TO BE DELIVERED HEREUNDER. TCMC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR THE USE OF THE PRODUCT SINGULARLY OR IN COMBINATION WITH OTHER PRODUCTS OR OTHERWISE. TCMC’S LIABILITY FOR RETURN OF NON-CONFORMING PRODUCT SHALL IN NO EVENT EXCEED REPLACEMENT OF NON-CONFORMING PRODUCT AND

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ALL SHIPPING COSTS INCURRED TO RETURN AND REPLACE THE NON-CONFORMING PRODUCT.

In addition to the foregoing disclaimers, TCMC MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY TO SOJITZ WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, RELATING TO: (i) THE QUANTITY OR THE PHYSICAL OR CHEMICAL CHARACTERISTICS OF THE RESERVES AND THE QUANTITY OF PRODUCT WHICH MAY BE PRODUCED THEREFROM; (ii) THE DATE ON WHICH THIS AGREEMENT SHALL BECOME EFFECTIVE OR THE DURATION OF THE TERM; (iii) THE ACTUAL COST OF PRODUCTION, OR THAT THE ACTUAL COST OF PRODUCTION ULTIMATELY IS THE SAME AS, LESS THAN, OR GREATER THAN THE BUDGETED COST OF PRODUCTION; (iv) THE TAX EFFECTS ON SOJITZ OR ANY OF ITS RELATED AND AFFILIATED ENTITIES RESULTING FROM SOJITZ ENTERING INTO THIS AGREEMENT, PERFORMING ITS DUTIES AND OBLIGATIONS HEREUNDER, AND RECEIVING THE BENEFITS AFFORDED IT HEREUNDER; OR (v) THE RELATIVE MARKET CONDITIONS FOR MOLYBDENUM AND MOLYBDENUM PRODUCTS AT ANY TIME DURING THE TERM OF THIS AGREEMENT.

7.2Representations, Warranties and Covenants of Sojitz. Sojitz hereby represents, warrants, and covenants to TCMC as follows:

7.2.1Organization and Good Standing. Sojitz is a corporation duly organized, validly existing and in good standing in Japan.

7.2.2Authority. Sojitz has all requisite corporate power and authority to enter into this Agreement and to perform all of its covenants, duties, and obligations hereunder.

7.2.3Binding Agreement. All requisite corporate action on the part of Sojitz and its officers and directors necessary for the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered by Sojitz hereunder has been taken. This Agreement and all agreements and instruments to be executed and delivered by Sojitz hereunder are, and when executed and delivered will be, the legal, valid and binding obligations of Sojitz enforceable against Sojitz in accordance with their respective terms.

7.2.4Disclaimer. All of the representations and warranties made by Sojitz to TCMC are set forth in this Section 7.2, and there are no representations or warranties whatsoever, whether express or implied, made by Sojitz to TCMC other than as set forth in this Section 7.2.

7.2.5Use of Sojitz Product. To the fullest extent allowed by applicable law, Sojitz shall assume all risk, responsibility and liability, and shall indemnify, defend, and hold harmless TCMC, for any loss, damage or injury to persons or property, of Sojitz or others, arising out of the possession, handling, storage, transportation, use or sale, either singly or in combination with other substances, of any material delivered hereunder.

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Article VIII
MINE PLANS AND BUDGETS; REPORTS; CONDUCT OF PHASE 6 OPERATIONS

8.1Mine Plans and Budgets. TCMC shall prepare all Budgets and Mine Plans. Sojitz acknowledges its receipt of the initial Budget and Mine Plan, copies of which are attached to this Agreement as Exhibits A and B, respectively. TCMC shall have the right from time to time in its sole discretion to amend the Budget and Mine Plan then in effect. TCMC shall provide Sojitz with copies of all final amendments to TCMC’s Mine Plans and Budgets, and such final amendments shall: (i) be prepared in a level of detail comparable to the initial Budget and Mine Plan; and (ii) supercede and replace all prior versions of the Budget and Mine Plan previously attached as Exhibits to this Agreement. In the event TCMC determines that capital expenditures materially in excess of those set forth in the then-current Budget are required for the benefit of Phase 6, or in the event TCMC determines to make a material change in the production schedule set forth in the then-current Mine Plan, then TCMC shall notify Sojitz of such changes promptly following TCMC’s determination.

8.2Reports. TCMC shall provide to Sojitz on a timely basis copies of the monthly mine production report, monthly mill operating report, and monthly Langeloth production report prepared by TCMC in the ordinary course of its business. TCMC also shall provide to Sojitz copies of the Thompson Creek Mine Monthly Report to assist Sojitz in its review of TCMC’s Actual Cost of Production. On or before the fifth calendar day following TCMC’s receipt of reviewed financial statements from the auditors performing such review, TCMC shall provide Sojitz with TCMC’s reviewed financial statements for the fiscal year then ended.

8.3Conduct of Phase 6 Operations. TCMC shall have exclusive control over all development, mine planning, mining, sorting, beneficiation, reclamation operations, and all other operations, at the Mine during Phase 6. Notwithstanding the foregoing, TCMC shall use reasonable best efforts to conduct all operations hereunder in accordance with: (i) the Mine Plan and Budget then in effect; (ii) all applicable permits, licenses, laws, rules, regulations and ordinances; and (iii) that degree of efficiency, care and skill ordinarily exercised by qualified and reputable mine operators at comparable mining operations in North America.

Article IX
FORCE MAJEURE

9.1Force Majeure. Either party hereto shall be relieved from liability for delay in performance of or failure to perform any of the obligations herein imposed, except the obligation to pay for Sojitz Product already delivered, for the time and to the extent such delay or failure (including Sojitz’s failure to take delivery or TCMC’s failure to make delivery) is occasioned by voluntary or involuntary compliance with any law, order, regulation, recommendation, or request of any governmental authority, whether federal, state, or municipal, including the preempting of Product by said authorities; breakdown or other failure of facilities (whether its own or those of others) used for manufacture, transportation, or processing of Product; shortages of labor, power, fuel, or raw materials; inability to obtain raw materials from normal and reasonable sources of supply or normal and reasonable alternate sources of supply; inability of TCMC to operate its plant and equipment; acts of God, or acts of public enemy; strike, lockout, or other industrial disturbances; riots, floods, hurricanes, fire, or explosion; or any other cause or causes of any kind or character, in any case beyond the reasonable control of the party delayed or failing to perform,

10

whether such cause is similar to or dissimilar from the enumerated causes, which by the exercise of reasonable diligence the party is unable to prevent (any such cause herein called “Force Majeure”). Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice in the event that the other party shall have suffered an event of Force Majeure for a period of at least one hundred and eighty (180) continuous calendar days.

Article X
OTHER COVENANTS OF THE PARTIES

10.1Default.

         10.1.1  Default by Sojitz. TCMC may declare a default by Sojitz in the event that Sojitz: (i) becomes insolvent, admits in writing its inability to pay debts generally as the same become due, or in the event that any proceedings in bankruptcy, whether voluntary or involuntary, are instituted against or in the name of Sojitz, and such proceedings are not dismissed within sixty (60) calendar days; or (ii) fails to make payment for Sojitz Product within ten (10) Business Days following written notice by TCMC to Sojitz that Sojitz is delinquent in its payment obligations to TCMC, which notice shall specify the details of Sojitz’ delinquency. In case of any default by Sojitz pursuant to this Section 10.1.1, then TCMC, at its election, may postpone or refuse to make any further shipments and/or terminate this Agreement as to further shipments without prejudice to asserting such other remedies as may be afforded TCMC by law.

         10.1.2  Default by TCMC. If (i) Sojitz gives TCMC written notice of TCMC s breach of a material obligation of TCMC hereunder, and (ii) TCMC fails to remedy such breach within thirty (30) calendar days following the date of Sojitz’ written notice (or, if such breach is not capable of remedy within such time, fails to commence and diligently pursue a remedy of such breach within such time), then Sojitz, at its election and without prejudice to asserting such other remedies as may be afforded to Sojitz, may terminate this Agreement upon written notice stating the effective date of such termination.

10.1.3  Damages. In no event shall one party to this Agreement be liable to the other party for any special, indirect, incidental, or consequential damages howsoever arising under this Agreement.

10.2No Partnership.  Nothing contained in this Agreement shall be deemed to constitute either Party the partner or the venturer of the other, or, except as otherwise herein expressly provided, to constitute either Party the agent or legal representative of the other, or to create any fiduciary relationship between them. The Parties do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership or joint venture.

10.3Tax Matters. Except as set forth in Section 4.4, each Party shall be solely responsible and liable for any and all federal, state and local taxes of whatever kind or nature (to include all taxes, fines, and penalties) assessed or imposed against it. Each Party covenants to indemnify, defend and hold harmless the other Party for any breach of this Section 10.3 by the indemnifying Party.

10.4Dispute Resolution. Except as set forth in Sections 6.1 and 6.2 above, all disagreements and disputes arising out of or related to this Agreement, shall first be the subject

11

of good faith negotiations among the Parties. If initial negotiations are unsuccessful in resolving such disagreement or dispute within fifteen (15) calendar days following written notice thereof (or within such shorter period as may be specified herein), the matter shall be referred for resolution to a panel consisting of one senior executive of each Party having at least the title of Vice President, General Manager, or their equivalent. If such senior executives fail, after reasonable good faith efforts, to arrive at a satisfactory resolution of such disagreement or dispute within thirty (30) calendar days following the date of the initial written notice of dispute, or if no such officer of a party is made available to confer within that period, then any of the parties may pursue any of its rights and remedies available at law or in equity. Nothing set forth herein shall require either party to observe the dispute resolution procedures set forth in this Section 10.4 prior to seeking appropriate injunctive or declaratory relief before any court or governmental authority when, in its reasonable discretion, such injunctive or declaratory relief is required in emergency situations, including without limitation the preservation of human health and safety or the prevention of damage to the environment.

10.5Confidentiality.

10.5.1 Use and Disclosure of Confidential Information. Sojitz and TCMC shall maintain the confidentiality of the Confidential Information. At all times while Confidential Information belonging to one Party is in the possession of the other Party, the Party in possession shall maintain strict security over the same, and shall not divulge the same directly or indirectly to any person; provided, however, that Sojitz may disclose Confidential Information: (i) to Sojitz’ lenders, financial institutions and other legal, tax, financial, and technical advisors upon the prior written consent of TCMC; and (ii) as required by applicable laws or by any order of any court or governmental authority. Any person or entity to whom Confidential Information is disclosed pursuant to Section 10.5.1 (i), above, shall be informed of the confidential nature of the Confidential Information so disclosed, and shall agree in writing to keep the same confidential.

10.5.2 Return of Confidential Information. Any or all of the Confidential Information shall be turned over to the Party to whom it belongs: (i) upon request by the owner thereof; (ii) upon termination of this Agreement; or (iii) otherwise in accordance with the terms and conditions of this Agreement.

10.5.3 Public Announcements. Prior to making or issuing any press release or other public announcement or disclosure concerning this Agreement or the transactions contemplated herein, the Party contemplating such disclosure first shall consult with the other Party, and the Parties together shall agree upon the content and timing of such announcement or disclosure; provided, however, that disclosure prior to such agreement maybe made if, in the good faith judgment of the disclosing Party, there is not sufficient time to consult with and obtain agreement from the other Party before such announcement or disclosure must be made under applicable laws. In the case where disclosure is made prior to the Parties’ agreement on content and timing, the disclosing Party shall notify the other Party before such announcement or disclosure is made if at all reasonably possible; but if not, then as soon as reasonably possible thereafter.

10.6Sojitz’ Right to Inspect Property. Sojitz and its authorized agents who are experienced in mining operations, at Sojitz’s sole risk and expense, shall have the right, exercisable during regular business hours, at a mutually convenient time, in a reasonable manner conforming to TCMC’s safety rules and regulations, and so as not to interfere with TCMC’s operations on the Property, to go upon the Property for the purpose of confirming that TCMC is

12

conducting its operations in the manner required by this Agreement. Sojitz shall furnish TCMC with prior written notice of the time and place of any inspection by Sojitz pursuant to this Section 10.6. Sojitz shall indemnify, defend and hold harmless TCMC from any and all claims for damages, including injury or damage to other persons or property, arising out of any death, personal injury or property damage sustained by Sojitz, its agents vendors, contractors and other representatives, and the employees of any of them, while in or upon the Property, whether or not such persons and entities are in or upon the Property pursuant to this Section 10.6, which death, injury or damage does not result from TCMC’s gross negligence or willful misconduct. If requested by TCMC, Sojitz and its agents, vendors, contractors and other representatives, and the employees of any of them, will confirm in writing their waiver of claims against TCMC in a manner consistent with the terms of this Section 10.6.

10.7Trademarks and Intellectual Property. TCMC grants to Sojitz, and Sojitz shall have, the right to use the name “Thompson Creek Metals Company” in connection with its marketing and resale of Sojitz Product. Except as set forth in the preceding sentence, Sojitz expressly acknowledges that Sojitz shall not acquire any other right, title or interest in, and shall not use any, words, names, logos, trade names, or trademarks belonging to TCMC and its affiliates, including the names “Thompson Creek Metals Company,” “Thompson Creek Mining Company,” “Cyprus Thompson Creek Mining Company,” “Thompson Creek Mining, Ltd.,” “Langeloth Metallurgical Company, LLC,” or any derivative or combination of such words and names (the “TCMC Trademarks”). Sojitz further acknowledges that the TCMC Trademarks constitute property of a unique and special kind and value to TCMC and its related and affiliated entities, and that any unpermitted use thereof will result in substantial and irreparable damage to TCMC and its related and affiliated entities not compensable by mere monetary damages. Accordingly, Sojitz consents to injunctive or other appropriate equitable relief, including specific performance, upon initiation of proceedings by TCMC for breach of Sojitz’s obligations set forth in this Section 10.7. Such remedy shall not be deemed to be the exclusive remedy for any breach of such obligations, but shall be in addition to all other remedies available at law or in equity to TCMC.

10.8No Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

10.9No Third Party Beneficiaries. This Agreement shall be construed to benefit the Parties and their respective successors and permitted assigns only; and except as expressly permitted herein, shall not be construed to create third party beneficiary rights in any other party or in any governmental authority. Nothing set forth herein shall give any person or entity not a party hereto any right, remedy, or claim under or in respect of this Agreement.

10.10Parties in Interest. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.

10.11Assignment. Neither Party shall assign this Agreement or any portion hereof without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, TCMC may assign, and Sojitz hereby consents to the assignment of, this Agreement as security for any financing provided to TCMC by any financial institution in connection with the Property or the business and operations conducted thereon; and Sojitz agrees to execute such further consents to assignment.

13

10.12Survival. The duties, obligations and covenants of the parties set forth in Articles III, IV, V, VI and VII above, and in this Article X, shall survive the termination or expiration of this Agreement until the same shall have been performed to the reasonable satisfaction of the party to whom the benefit of such covenant is owed, or until such party shall waive performance thereof in a written notice given pursuant to Section 10.13 below.

10.13Notices. Any notice required or desired to be given hereunder shall be effective if made in writing and delivered in person or by recognized overnight courier, sent by facsimile transmission, or sent by certified or registered U.S. mail, return receipt requested, to the following addresses or to such other person or address as such party may have specified in a notice duly given in accordance with this Section 10.13.

If to TCMC:	If to Sojitz:
Thompson Creek Metals Company	Sojitz Corporation
945 West Kenyon Avenue, Unit B	1-20, Akasaka 6-chome
Englewood, Colorado 80110-8135	Minato-ku, Tokyo, 107-8655 Japan
Attn: Kevin Loughrey	Attn: Shigeru Ohno, General Manager
Fax: (303) 761-7420	Iron Ore & Ferro Alloys Dept.
	Fax: +81-3-5520-3517
	With copy to:
	Sojitz Noble Alloys Corporation
	1211 Avenue of the Americas
	New York, New York 10036
	Attn: Kiyotaka Tomita
	Fax: (212) 704-6630

10.14Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws. In the event of litigation arising hereunder, the parties agree that the venue for such litigation shall be the state and federal courts in New York, New York having jurisdiction over the parties and the dispute. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions, including any objection to the laying of venue based on the grounds of forum non-conveniens and any objection based on the grounds of lack of in-personam jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined herein, the prevailing party shall be entitled to recover all reasonable costs associated therewith, including reasonable legal fees.

14

10.15Entire Agreement. All Exhibits attached to this Agreement, as the same may be amended from time to time by the written agreement of the Parties, are by this reference incorporated into this Agreement for all purposes. This Agreement, including all Exhibits attached hereto, constitute the entire agreement and understanding of the parties relating to the subject matter hereof, and the same shall supercede and replace all prior agreements, understandings, representations or warranties, whether written or oral, including all drafts of this Agreement, relating to the same subject matter. Notwithstanding the foregoing, and for the avoidance of doubt, Sojitz expressly acknowledges and agrees that Exhibits A and B concerning the Budget and Mine Plan, respectively, contain TCMC’s estimates and forecasts of the data and information presented therein; and TCMC makes no, and expressly disclaims all, representations and warranties concerning such estimates and forecasts. To the extent that Sojitz relies on any of the data and information presented in Exhibits A and B, it does so at its sole risk.

10.16Modification; Waiver. This Agreement shall not be modified or amended, and no term, condition or provision hereof shall be waived, in whole or in part, except in a writing executed by a duly authorized representative of each party hereto.

10.17Mutual Agreement. The terms and conditions of this Agreement have been determined by the mutual negotiation of the parties hereto, and no provision hereof shall be construed against one party or in favor of another party merely by reason of the party who prepared or was responsible for the draftsmanship.

10.18Severability. In the event any provision of this Agreement conflicts with the law under which this Agreement shall be construed, such provision shall be deleted from this Agreement, and the Agreement shall be construed to give effect to the remaining provisions hereof.

10.19Headings. The headings in this Agreement are inserted for convenience of reference only, shall not be considered a part of this Agreement, and shall not affect the validity or interpretation of this Agreement.

10.20Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Once executed, the parties may exchange executed signature pages by facsimile transmission; and upon receipt by each party of the signature page duly executed by the other party, the parties shall be bound as fully as if each party was in possession of a fully-executed original of this Agreement. Promptly following such exchange by facsimile transmission, if made, the parties agree to exchange the executed originals of this entire Agreement by U.S. Mail or overnight mail, so that each party ultimately is in possession of at least one fully-executed original hereof.

IN WITNESS WHEREOF, TCMC and Sojitz have executed this Agreement on the Execution Date.

THOMPSON CREEK METALS		SOJITZ CORPORATION, a Japanese
COMPANY, a Colorado corporation		corporation
By:	/s/ Kevin Loughrey	By:	/s/ Shigeru Ohno
Title:	PRESIDENT	Title:	GENERAL MANAGER

15

EXHIBIT A

To

Agreement

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Budget

A-1

Exhibit A - Phase 6 Mine Budget

		2004/2005		2005/2006		2006/2007		2007/2008		2008/2009		2009/2010		2010/2011		Total
Direct Operating Cost
Phase 6
Mining		$	13,277,306	$	18,539,974	$	16,353,095	$	11,010,610	$	10,060,425	$	10,033,562	$	8,113,035	$	87,388,008
Crushing & Conveying		$	0	$	14,552	$	703,292	$	1,104,840	$	1,102,614	$	1,102,614	$	718,112	$	4,746,024
Milling		$	157,436	$	8,530,109	$	14,796,653	$	15,673,439	$	15,941,969	$	12,499,719	$	67,599,325
Subtotal Phase 6		$	13,277,306	$	18,711,961	$	25,586,496	$	26,912,104	$	26,836,478	$	27,078,145	$	21,330,865	$	159,733,357
General and Administrative Operating Cost
Phase 6		$	3,052,801	$	4,220,639	$	5,890,663	$	7,558,725	$	8,679,195	$	9,357,716	$	5,314,174	$	44,073,713
Total Operating Cost
Phase 6, $		$	16,329,906.64	$	22,932,600.38	$	31,477,159.31	$	34,470,829.09	$	35,515,673.35	$	36,435,861.43	$	26,645,039.47	$	203,807,070
$	/lb Phase 6 Production	$	0.00	$	449.48	$	5.09	$	2.40	$	1.72	$	1.50	$	1.75	$	2.53
Freight Costs if shipped to Langeloth, $/lb (not included in above operating costs)		$	0.114	$	0.114	$	0.114	$	0.114	$	0.114	$	0.114	$	0.114

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

Exhibit A (continued)
Phase-6 Estimated Costs
Amortization on a Units of Production Basis	2006/2007		2007/2008		2008/2009		2009/2010		2010/2011		Total
Mo production Lbs in Conc (000’s)
Phase 6	6,178		14,345		20,631		24,339		15,213		80,706
Phase 5	8,403
Thompson Creek Mine, $ millions
Phase 6 Waste Pre-stripping Cost	$	3.4	$	8.0	$	11.5	$	13.6	$	8.5	$	45.0	Units of Production
Cash Production Cost	$	25.7	$	34.5	$	35.5	$	36.4	$	26.6	$	158.8
Cash Operating Costs	$	29.2	$	42.5	$	47.0	$	50.0	$	35.1	$	203.8
Capital Expenditures	$	1.7	$	3.9	$	5.6	$	6.6	$	4.1	$	22.0	Units of Production
Depreciation Expense	$	1.3	$	3.0	$	3.0	$	3.0	$	3.0	$	13.3	Yearly Depreciation Allocated in Proportion to the Phase 5 & 6 Yearly Productio	n
Operating Costs Thompson Creek	$	32.1	$	49.4	$	55.6	$	59.6	$	42.3	$	239.1
Langeloth, $ millions
Freight Thompson Creek to Langeloth	$	0.7	$	1.6	$	2.4	$	2.8	$	1.7	$	9.2
Roasting Cost	$	2.0	$	4.7	$	6.8	$	8.0	$	5.0	$	26.6
Depreciation Expense	$	0.5	$	0.5	$	0.5	$	0.5	$	0.5	$	2.4	Uits of Production Allocation of Roasting & Packaging Related Depreciation	n
Packing Cost in Supersacks	$	0.2	$	0.4	$	0.6	$	0.8	$	0.5	$	2.5
Operating Cost Langeloth	$	3.4	$	7.3	$	10.3	$	12.0	$	7.7	$	40.7
Total Operating Costs	$	35.6	$	56.7	$	65.9	$	71.7	$	50.0	$	279.8
Sojitz Purchase
Mo Purchased -10 Percent Phase 6	618		1,435		2,063		2,434		1,521		8,071
Production of Lbs in Conc (000’s)
Sojitz’s Share of Costs	$	3.6	$	5.7	$	6.6	$	7.2	$	5.0	$	28.0
Markup 35%, $ millions	$	1.2	$	2.0	$	2.3	$	2.5	$	1.7	$	9.8
Phase 6 Estimated Total Cost, $ Millions	$	4.8	$	7.7	$	8.9	$	9.7	$	6.7	$	37.8
Sojitz Unit Cost ($ per lb Mo) FOB Langeloth, in Supersacks Before Cap or Floor Price Limits	$	7.77	$	6.33	$	4.31	$	3.98	$	4.44	$	4.68

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

EXHIBIT B

To

Agreement

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Mine Plan

B-1

Exhibit B - Phase 6 Mine Plan and Production Summary

	2004/2005	2005/2006	2006/2007	2007/2008	2008/2009	2009/2010	2010/2011	Total
Mine
Phase 6
Ore, tons (000)		65	6,393	7,924	7,439	7,439	3,838	33,096
Grade, % Mo	0.043	0.069	0.103	0.151	0.177	0.184		0.133
Waste, tons (000)	17,107	26,039	14,273	837	—	255	356	58,867
Total, tons (000)	17,107	26,103	20,666	8,761	7,439	7,693	4,194	91,963
Phase 6
LG Ore to Stockpile, tons (000)			1,831	315			—	2,146
Grade, % Mo			0.055	0.058			—	0.056
LG Ore from Stockpile, tons (000)			—	—			2,153	2,153
Grade, % Mo			—	—			0.056	0.056
Phase 6
Ore Milled, tons (000)		65	4,562	7,610	7,439	7,439	5,990	33,103
Grade, % Mo		0.043	0.075	0.104	0.151	0.177	0.138	0.133
Recovery, % Mo	90.88	92.45	90.80	90.25	91.85	92.55	91.95
Molybdenum Production
Phase 6 lbs (000)	—	51	6,178	14,345	20,631	24,339	15,213	80,756

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

Exhibit B (continued) - Thompson Creek Mine
Phase 6 Mine Plan Reserves by Mine Bench

	Total	Phase 6	Total	Phase 6
	Phase 6	Cumulative	Phase 6	Cumulative
	Waste	Waste	Ore	Ore	Avg Ore Grade
Bench	(M tons)	(M tons)	(M tons)	(M tons)	(% Mo)
8050	856	856	—	—
8000	1,232	2,088	—	—
7950	1,478	3,566	—	—
7900	1,505	5,071	—	—
7850	1,541	6,612	—	—
7800	1,744	8,356	—	—
7750	1,950	10,306	—	—
7700	2,370	12,676	—	—
7650	3,029	15,705	—	—
7600	3,612	19,317	—	—
7550	3,352	22,669	—	—
7500	3,656	26,325	—	—
7450	3,673	29,998	—	—
7400	3,795	33,793	—	—
7350	3,833	37,626	—	—
7300	4,085	41,711	—	—
7250	3,729	45,440	—	—
7200	3,959	49,399	114	114	0.052
7150	3,504	52,903	457	571	0.058
7100	2,628	55,531	1,191	1,762	0.067
7050	1,469	57,000	2,135	3,897	0.067
7000	821	57,821	2,729	6,626	0.074
6950	400	58,221	3,042	9,668	0.092
6900	146	58,367	3,253	12,921	0.111
6850	—	58,367	3,196	16,117	0.127
6800	—	58,367	2,932	19,049	0.146
6750	—	58,367	2,860	21,909	0.167
6700	103	58,470	3,000	24,909	0.171
6650	104	58,574	2,645	27,554	0.184
6600	89	58,663	3,019	30,573	0.187
6550	118	58,781	1,551	32,124	0.191
6500	197	58,978	888	33,012	0.149
	58,978		33,012		0.1333

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

EX-10.13

Exhibit 10.13

AGREEMENT

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Executed

September 28, 2005

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS; INTERPRETATION	1
1.1Definitions	l
ARTICLE II TERM	4
2.1Term	4
ARTICLE III PURCHASE AND SALE OF PRODUCT	4
3.1Purchase and Sale	4
ARTICLE IV PRICE AND PAYMENT	4
4.1Price	4
4.2Invoices	5
4.3Payment	5
4.4Taxes	5
4.5Records; Audit	6
ARTICLE V DELIVERY	6
5.1Shipping Terms	6
5.2Title and Risk of Loss	6
5.3Warehousing Fees	6
5.4Deliveries	7
5.5Freight and Insurance	7
ARTICLE VI WEIGHTS AND ASSAYS; NON-CONFORMING SOJITZ PRODUCT	7
6.1Weights and Assays	7
6.2Non-Conforming Sojitz Product	7
6.3Claims	7
ARTICLE VII WARRANTIES	8
7.1Representations and Warranties of TCMC	8
7.2Representations, Warranties and Covenants of Sojitz	9
ARTICLE VIII MINE PLANS; BUDGETS; CONDUCT OF PHASE 6 OPERATIONS	10
8.1Mine Plans and Budgets	10
8.2Reports	10
8.3Conduct of Phase 6 Operations	10

	Page
ARTICLE IX FORCE MAJEURE	10
9.1Force Majeure	10
ARTICLE X OTHER COVENANTS OF THE PARTIES	11
10.1Default	11
10.2No Partnership	11
10.3Tax Matters	11
10.4Dispute Resolution	11
10.5Confidentiality	12
10.6Sojitz’ Right to Inspect Property	12
10.7Trademarks and Intellectual Property	13
10.8No Implied Covenants	13
10.9No Third Party Beneficiaries	13
10.10Parties in Interest	13
10.11Assignment	13
10.12Survival	14
10.13Notices	14
10.14Governing Law; Venue; Waiver of Trial by Jury	14
10.15Entire Agreement	15
10.16Modification; Waiver	15
10.17Mutual Agreement	15
10.18Severability	15
10.19Headings	15
10.20Counterparts	15

EXHIBIT A — Budget

EXHIBIT B — Mine Plan

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AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 28th day of September, 2005 (the “Execution Date”), by and between THOMPSON CREEK METALS COMPANY, a Colorado corporation having its principal office and place of business at 945 West Kenyon Avenue, Unit B, Englewood, Colorado 80110-8135 (“TCMC”), and SOJITZ CORPORATION, a Japanese corporation having its principal office and place of business at 1-20, Akasaka 6-chome, Minato-ku, Tokyo 107-8655, Japan (“Sojitz”).

RECITALS

A.TCMC, through its indirect, wholly-owned subsidiary, owns certain fee lands, patented and unpatented mining claims, and other real property interests located near Challis, in Custer County, Idaho (the “Property”). TCMC conducts molybdenum mining and beneficiation operations at its Thompson Creek Mine on the Property (the “Mine”).

B.TCMC has identified additional reserves of molybdenum ore within and below existing mining operations at the Mine. Development and production of these reserves will require extensive stripping operations to remove the overburden and waste rock over the course of approximately two years, followed by approximately five years of production and beneficiation of molybdenum ore from these reserves. The development and production of these additional reserves is referred to in this Agreement as “Phase 6.”

C.Sojitz and TCMC desire to enter into this Agreement setting forth the terms and conditions pursuant to which TCMC shall sell and deliver to Sojitz, and Sojitz shall purchase and receive from TCMC, a portion of the technical grade molybdic oxide produced from the Thompson Creek Mine during Phase 6.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, conditions and obligations set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TCMC and Sojitz hereby agree as follows:

Article I
DEFINITIONS; INTERPRETATION

1.1.Definitions. For purposes of this Agreement, the following terms shall have the meaning given to them in this Section 1.1.

1.1.1.Actual Cost of Production shall mean TCMC’s actual full cost to produce Product, as reflected by TCMC’s accounting books and records for the period under consideration, expressed in cost per pound of molybdenum contained in Product. For the avoidance of doubt, “Actual Cost of Production” shall: (i) include (A) an allocation of the costs of the Stripping Program in accordance with the Budget, together with all costs to mine and beneficiate the Reserves, transport molybdenum disulfide concentrates produced at the Mine from the Reserves to Langeloth, and convert such molybdenum disulfide into Product at

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Langeloth; and (B) actual reclamation costs to the extent such costs are attributable solely to Phase 6; but (ii) shall exclude beneficiation costs directly attributable to the lubricant grade molybdenum disulfide products produced by TCMC known as “HPM,” “Grade A,” and “Grade B.” Furthermore, to the extent that capital expenditures or investments in the Property and/or the Mine are required, only those portions of such capital expenditures or investments that are actually allocable to Phase 6 (in whole or in part) shall be allocated to the Actual Cost of Production (in whole or in part); and any other portions more properly allocable to other operations or activities on the Property and/or at the Mine shall not be allocated to Actual Cost of Production.

1.1.2.Agreement shall mean this Agreement and all Exhibits attached hereto, as the same may be amended and modified in writing from time to time pursuant to the terms hereof.

1.1.3.Budget shall mean the initial or annual budget, and any periodic updates thereto, setting forth, among other things, TCMC’s Budgeted Cost of Production for the period represented by the Budget. The initial Budget is attached to this Agreement as Exhibit A.

1.1.4.Budgeted Cost of Production shall mean TCMC’s estimate of the full cost to produce Product, identified as “Phase 6 Estimated Total Costs” in the Budget, and expressed in cost per pound of molybdenum contained in Product. For the avoidance of doubt, “Budgeted Cost of Production” shall: (i) include (A) an allocation of the costs of the Stripping Program in accordance with the Budget, together with all costs to mine and beneficiate the Reserves, transport molybdenum disulfide concentrates produced at the Mine from the Reserves to Langeloth, and convert such molybdenum disulfide into Product at Langeloth; and (B) actual reclamation costs to the extent such costs are attributable solely to Phase 6; but (ii) shall exclude beneficiation costs directly attributable to the lubricant grade molybdenum disulfide products produced by TCMC known as “HPM,” “Grade A,” and “Grade B.” Furthermore, to the extent that capital expenditures or investments in the Property and/or the Mine are required, only those portions of such capital expenditures or investments that are actually allocable to Phase 6 (in whole or in part) shall be allocated to the Budgeted Cost of Production (in whole or in part); and any other portions more properly allocable to other operations or activities on the Property and/or at the Mine shall not be allocated to Budgeted Cost of Production.

1.1.5.Business Day shall mean a day on which the commercial banks located in Tokyo, Japan, New York, New York, and Denver, Colorado, are open for business.

1.1.6.Confidential Information shall mean and include, without limitation: (i) all knowledge and information regarding TCMC, the Property, the Mine, and the business and operations of TCMC on the Property, whether acquired or developed by TCMC, Sojitz, or any agent, vendor, contractor, or employee of any of them; (ii) all knowledge and information regarding Sojitz and its business, operations, and customers, whether acquired or developed by TCMC, Sojitz, or any agent, vendor, contractor, or employee of any of them; (iii) any proprietary, confidential or trade secret design or process belonging to TCMC; (iv) all Mine Plans, Budgets, and all financial, production and operating reports provided by TCMC to Sojitz in accordance with Article VIII, below; and (v) the terms and conditions of this Agreement.

1.1.7.Effective Date shall have the meaning given to it in Section 2.1, below.

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1.1.8.Execution Date shall mean the date on which this Agreement was executed by the Parties, namely September 28, 2005.

1.1.9.Langeloth shall mean TCMC’s molybdenum disulfide roasting facility located in Langeloth, Pennsylvania.

1.1.10.Mine shall mean the Thompson Creek Mine owned and operated by TCMC and located on the Property.

1.1.11.Mine Plan shall mean the Mine Plan, attached hereto as Exhibit B, as the same may be amended from time to time by TCMC. The Mine Plan shall include a schedule of TCMC’s anticipated production from the Mine during the period covered by the Mine Plan.

1.1.12.Party and Parties shall mean Sojitz or TCMC, or both of them, as the context requires.

1.1.13.Phase 6 shall mean development and production of the Reserves from the Mine, including without limitation the conduct and completion of the Stripping Program and the Production Program between the benches on the 8100 and 6500 levels.

1.1.14.Product shall mean technical grade molybdic oxide meeting the Replacement Specification which is produced by TCMC from Reserves during Phase 6.

1.1.15.Production Program shall mean the program to be carried out during Phase 6, for mining the Reserves, beneficiating the molybdenum-containing ore within the Reserves, and producing Product.

1.1.16.Property shall mean the fee lands, patented and unpatented mining claims, and other real property interests owned by TCMC and located near Challis, in Custer County, Idaho.

1.1.17.Rejection Specification shall mean a minimum molybdenum content of 57%; copper content not to exceed 0.50%; sulfur content not to exceed 0.1%; lead content not to exceed 0.05%; and phosphorous content not to exceed 0.05%.

1.1.18.Replacement Specification shall mean the chemical and physical analysis of all technical grade molybdic oxide as and when produced at Langeloth from time to time during Phase 6; it being the intent of the parties that the quality of Sojitz Product be consistent with the quality of Product produced at Langeloth for TCMC’s account from time to time during Phase 6.

1.1.19.Reserves shall mean the amount of material within the Phase 6 boundaries containing .05% molybdenum or greater, estimated on the Execution Date to be approximately 80 million pounds of recoverable molybdenum.

1.1.20.Sojitz shall mean Sojitz Corporation, a Japanese corporation, and a Party to this Agreement.

1.1.21.Sojitz Product shall mean all Product sold to Sojitz pursuant to this Agreement.

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1.1.22.Stripping Program shall mean the capital stripping program required to be carried out during Phase 6, for removing approximately 57 million tons of Waste from the Mine.

1.1.23.TCMC shall mean Thompson Creek Metals Company, a Colorado corporation, and a Party to this Agreement,

1.1.24.TCMC Trademarks shall have the meaning given to it in Section 10.7, below,

1.1.25.Term shall mean the duration of this Agreement as set forth in Section 2.1, below.

1.1.26.Waste shall mean all overburden and waste rock removed from the Mine during the Stripping Program.

Article II
TERM

2.1Term.  This Agreement shall become effective on January 1, 2008 (the “Effective Date”). This Agreement shall continue in full force and effect from the Effective Date until TCMC has sold and delivered to Sojitz that quantity of Product which TCMC is obligated to sell and deliver to Sojitz in accordance with Section 3.1, below, unless: (i) this Agreement is terminated earlier in accordance with the terms and conditions set forth herein; or (ii) Sojitz, in its sole discretion, terminates this Agreement because: (A) TCMC, in its sole and absolute discretion, permanently ceases production at the Mine or temporarily suspends production from the Mine for a period in excess of one hundred and eighty (180) consecutive calendar days; or (B) the Production Program has not commenced on or prior to September 1, 2007.

Article III
PURCHASE AND SALE OF PRODUCT

3.1Purchase and Sale.  TCMC agrees to sell and deliver, and Sojitz agrees to purchase and receive, ten percent (10%) of all Product as and when produced by TCMC from time to time during Phase 6; provided, however, that TCMC shall not be obligated to sell and deliver more than one million (1,000,000) pounds of molybdenum contained in Product in any calendar year, nor more than four million (4,000,000) pounds of molybdenum contained in Product during the Term.

Article IV
PRICE AND PAYMENT

4.1Price.  The price to be paid by Sojitz for Sojitz Product shall be the sum of the Actual Cost of Production, plus thirty-five percent (35%) of the Actual Cost of Production; provided, however, that such price shall never be less than US$4.50 per pound of molybdenum contained in Sojitz Product, nor greater than US$7,50 per pound of molybdenum contained in Sojitz Product.

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4.2 Invoices.

4.2.1  Provisional Invoices. On or before the fifth calendar day of each calendar month, TCMC shall submit to Sojitz a provisional invoice for all Sojitz Product delivered to Sojitz during the preceding calendar month. The Budgeted Cost of Production reflected in each invoice shall be that identified in the then-current Budget.

4.2.2  Quarterly True-Up Statements. Within thirty (30) calendar days following the first calendar day of each calendar quarter, or as soon thereafter as sufficient information is available to TCMC, TCMC shall submit a statement to Sojitz setting forth a comparison of: (i) the Budgeted Cost of Production invoiced to Sojitz during the preceding calendar quarter; and (ii) TCMC’s Actual Cost of Production during the preceding calendar quarter.

4.2.2.1 If the Budgeted Cost of Production invoiced to Sojitz exceeds TCMC’s Actual Cost of Production during the preceding calendar quarter, then such statement shall show a credit to Sojitz in the amount determined by multiplying: (i) the number of pounds of Sojitz Product invoiced to Sojitz during such quarter by (ii) the difference between (A) the Budgeted Cost of Production invoiced to Sojitz during such quarter, and (B) the Actual Cost of Production for such quarter. Any credit to Sojitz shown in a quarterly true-up statement shall be applied to the next monthly invoice.

4.2.2.2 If the Budgeted Cost of Production invoiced to Sojitz is less than TCMC’s Actual Cost of Production during the preceding calendar quarter, then such statement shall show an amount due from Sojitz in the amount determined by multiplying: (i) the number of pounds of Sojitz Product invoiced to Sojitz during such quarter by (ii) the difference between (A) the Budgeted Cost of Production invoiced to Sojitz during such quarter, and (B) the Actual Cost of Production for such quarter.

4.3Payment. Sojitz shall pay all provisional invoices, and all amounts shown as due in quarterly true-up statements, within fourteen (14) Business Days following the date of Sojitz’ receipt of the same. Payment shall be made by wire transfer of immediately available funds to Account Number 194310709580 at US Bank National Association, Denver, Colorado, ABA #102000021. TCMC acknowledges and agrees that payment in full by Sojitz’ affiliate, Sojitz Noble Alloys Corporation, of any financial obligation owed to TCMC by Sojitz hereunder shall constitute full and final satisfaction of that same Sojitz obligation.

4.4Taxes. All fees, taxes and other governmental impositions (except for income taxes of TCMC), including those resulting from future changes and amendments to existing tax laws, which are imposed on the manufacture, transportation, delivery, sale, or use of Sojitz Product, shall be for the account of Sojitz in addition to the price of the Sojitz Product. In the event TCMC shall be required to pay any such fee or tax, or shall do so as a convenience to Sojitz, Sojitz promptly shall reimburse TCMC for the same. If Sojitz claims exemption from any such tax or fee, Sojitz shall furnish to TCMC copies of the appropriate fully-executed exemption certificates in accordance with the laws and regulations of the authority levying such fee or tax. Should such exemption be denied, Sojitz shall assume and pay all such fees or taxes, together with penalties and interest, as may be assessed against TCMC.

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4.5Records; Audit.

4.5.1 Generally. TCMC shall maintain detailed cost accounting records, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to permit an accurate calculation of TCMC’s Actual Cost of Production. Such records shall be retained for the period necessary to comply with tax or other regulatory requirements.

4.5.2 Sojitz’ Right to Audit Accounting Books and Records. Sojitz, at its sole election and expense, shall have the right to inspect TCMC’s accounting books and records relating to TCMC’s calculation of Actual Cost of Production. Such inspection may be made by Sojitz itself or by any authorized representative of Sojitz. Any such inspection shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon reasonable written notice by Sojitz; provided, however, that Sojitz shall be limited to one such inspection during any TCMC fiscal year; and provided, further, that any such inspection shall be concluded on or prior to the expiration of six (6) months following Sojitz’ receipt of TCMC’s reviewed financial statements for the fiscal year just ended in accordance with Section 8.2, below (the “Audit Termination Date”). TCMC’s determination of Actual Cost of Production shall be considered final and in full accord and satisfaction of all obligations of TCMC with respect thereto, unless Sojitz gives written notice describing and setting forth a specific objection to such determination on or prior to the Audit Termination Date.

4.5.3 Sojitz’ Right to Audit Assay Records. In connection with any claim made by Sojitz for failure of material to conform with the Replacement Specification pursuant to Section 6.2, below, Sojitz shall have the right to inspect such of TCMC’s assay records as reasonably may be necessary to determine whether the quality of the material which is the subject of such claim is consistent with the quality of Product produced at Langeloth for TCMC’s account at the time when the material which is the subject of such claim was produced; provided, however, that in no event shall TCMC be required to maintain its assay records for a period longer than twelve (12) months from the date of assay.

Article V
DELIVERY

5.1Shipping Terms. All sales of Sojitz Product hereunder shall be made C.I.F. Major Japanese Ports.

5.2Title and Risk of Loss. Title to and risk of loss of Sojitz Product shall pass from TCMC to Sojitz when Sojitz Product passes the ship’s rail at the United States port of departure.

5.3Warehousing Fees. TCMC shall store Sojitz Product in its Langeloth warehouse at no charge for a maximum period of forty-five (45) days from the date on which Sojitz Product was placed into the warehouse. Sojitz Product stored beyond forty-five (45) days at Sojitz’ request or instruction shall be assessed a storage fee of US$0.006 per pound of molybdenum contained in Sojitz Product per month, or part thereof, plus a fee of US$0.015 per pound of molybdenum contained in Sojitz Product for transportation arranged by TCMC to a convenient warehouse. All additional transportation, storage or other costs shall be for the account of Sojitz.

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5.4Deliveries. TCMC shall use reasonable efforts to deliver Sojitz Product to Sojitz in approximately equal monthly quantities.

5.5Freight and Insurance. Sojitz acknowledges and agrees that: (i) the price to be paid by Sojitz for Sojitz Product in accordance with Section 4.1, above, does not include cost, insurance and freight for transportation of Sojitz Product from Langeloth to Major Japanese Ports; and (ii) Sojitz shall promptly reimburse TCMC for all costs associated with transporting Sojitz Product from Langeloth to Major Japanese Ports, including without limitation all freight and insurance costs, charges, premiums and fees, and all export and import duties, taxes, and charges.

Article VI
WEIGHTS AND ASSAYS; NON-CONFORMING SOJITZ PRODUCT

6.1Weights and Assays. Subject to the provisions of Section 6.2, below, TCMC weights and assays for Sojitz Product shall be considered final and binding for all purposes. Within five (5) calendar days following the end of each calendar month during the Term, TCMC shall provide Sojitz with copies of all assays for molybdenum, copper, lead, phosphorous, and sulfur taken from Sojitz Product produced at Langeloth during the preceding calendar month.

6.2Non-Conforming Sojitz Product. Sojitz shall notify TCMC of any claim for short delivery or for failure of material to conform with the Rejection Specification or the Replacement Specification within thirty (30) calendar days following arrival of the material in question at the Major Japanese Port, or any claim shall be waived. TCMC shall be permitted to sample any material that is the subject of such claim; and in the event that the analyses of Sojitz and TCMC disagree, a mutually acceptable independent testing authority shall be retained to test the material alleged to be non-conforming. The analysis of such authority shall be binding on the parties hereto and the cost of such testing shall be borne by the party whose analysis is furthest from that of the independent testing authority. Sojitz assumes all risk, responsibility, and liability for non-conforming material which it accepts or sells to third parties.

6.3Claims. All claims as to the quality, quantity, weight, loss of or damage to material delivered hereunder, or for short delivery, shall be resolved in accordance with this Section 6.3.

6.3.1 Rejection Specification. If, pursuant to Section 6.2, above, it is finally determined that material shipped to Sojitz does not conform to the Rejection Specification, then: (i) Sojitz shall have no obligation to purchase such non-conforming material; (ii) Sojitz and TCMC shall enter into good faith negotiations for disposition of the non-conforming material; (iii) for purposes of Article III of this Agreement, material finally determined not to conform with the Rejection Specification shall be included in the determination of the quantity of Product produced during Phase 6; and (iv) in respect of such non-conforming material, TCMC shall have no obligation to sell and deliver additional Sojitz Product in satisfaction of TCMC’s obligations pursuant to Article III.

6.3.2 Replacement Specification. If, pursuant to Section 6.2, above, it is finally determined that material shipped to Sojitz does not conform to the Replacement Specification, then: (i) TCMC shall replace that portion of the material shipped to Sojitz which is determined to have been non-conforming; (ii) for purposes of Article III of this Agreement, material finally determined not to conform with Replacement Specification shall not be included in the

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determination of the quantity of Product produced during Phase 6; and (iii) only the Sojitz Product delivered as replacement for such non-conforming material shall be considered in satisfaction of TCMC’s obligations pursuant to Article III.

6.3.3 Short Delivery. TCMC shall have the right to satisfy any claim for short delivery by the shipment of Product conforming to the Replacement Specification.

6.3.4 Sole Remedies. The remedies set forth in this Section 6.3 shall be the only remedies available to Sojitz for any claim as to the quality, quantity, weight, loss of or damage to material delivered hereunder, or for short delivery. Sojitz expressly waives its right to effect a “cover” in accordance with applicable provisions of the Uniform Commercial Code adopted in the State of New York.

Article VII
REPRESENTATIONS AND WARRANTIES

7.1Representations and Warranties of TCMC. TCMC hereby represents and warrants to Sojitz as follows:

7.1.1 Organization and Good Standing. TCMC is a corporation duly organized, validly existing and in good standing in the State of Colorado, and is qualified to do business in the State of Idaho.

7.1.2 Authority. TCMC has all requisite corporate power and authority to enter into this Agreement and to perform all of its covenants, duties, and obligations hereunder.

7.1.3 Binding Agreement. All requisite corporate action on the part of TCMC and its officers and directors necessary for the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered by TCMC hereunder has been taken. This Agreement and all agreements and instruments to be executed and delivered by TCMC hereunder are, and when executed and delivered will be, the legal, valid and binding obligations of TCMC enforceable against TCMC in accordance with their respective terms.

7.1.4 Product Warranty. All Sojitz Product delivered to Sojitz hereunder shall conform to the Replacement Specification.

7.1.5 Disclaimers. All of the representations and warranties made by TCMC to Sojitz are set forth in this Section 7.1, and there are no representations or warranties whatsoever, whether express or implied, made by TCMC to Sojitz other than as set forth in this Section 7.1. TCMC MAKES NO AND EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, CONCERNING THE PRODUCT TO BE DELIVERED HEREUNDER. TCMC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR THE USE OF THE PRODUCT SINGULARLY OR IN COMBINATION WITH OTHER PRODUCTS OR OTHERWISE. TCMC’S LIABILITY FOR RETURN OF NON-CONFORMING PRODUCT SHALL IN NO EVENT EXCEED REPLACEMENT OF NON-CONFORMING PRODUCT AND

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ALL SHIPPING COSTS INCURRED TO RETURN AND REPLACE THE NON-CONFORMING PRODUCT.

In addition to the foregoing disclaimers, TCMC MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY TO SOJITZ WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, RELATING TO: (i) THE QUANTITY OR THE PHYSICAL OR CHEMICAL CHARACTERISTICS OF THE RESERVES AND THE QUANTITY OF PRODUCT WHICH MAY BE PRODUCED THEREFROM; (ii) THE DATE ON WHICH THIS AGREEMENT SHALL BECOME EFFECTIVE OR THE DURATION OF THE TERM; (iii) THE ACTUAL COST OF PRODUCTION, OR THAT THE ACTUAL COST OF PRODUCTION ULTIMATELY IS THE SAME AS, LESS THAN, OR GREATER THAN THE BUDGETED COST OF PRODUCTION; (iv) THE TAX EFFECTS ON SOJITZ OR ANY OF ITS RELATED AND AFFILIATED ENTITIES RESULTING FROM SOJITZ ENTERING INTO THIS AGREEMENT, PERFORMING ITS DUTIES AND OBLIGATIONS HEREUNDER, AND RECEIVING THE BENEFITS AFFORDED IT HEREUNDER; OR (v) THE RELATIVE MARKET CONDITIONS FOR MOLYBDENUM AND MOLYBDENUM PRODUCTS AT ANY TIME DURING THE TERM OF THIS AGREEMENT.

7.2Representations, Warranties and Covenants of Sojitz. Sojitz hereby represents, warrants, and covenants to TCMC as follows:

7.2.1 Organization and Good Standing. Sojitz is a corporation duly organized, validly existing and in good standing in Japan.

7.2.2 Authority. Sojitz has all requisite corporate power and authority to enter into this Agreement and to perform all of its covenants, duties, and obligations hereunder.

7.2.3 Binding Agreement. All requisite corporate action on the part of Sojitz and its officers and directors necessary for the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered by Sojitz hereunder has been taken. This Agreement and all agreements and instruments to be executed and delivered by Sojitz hereunder are, and when executed and delivered will be, the legal, valid and binding obligations of Sojitz enforceable against Sojitz in accordance with their respective terms.

7.2.4 Disclaimer. All of the representations and warranties made by Sojitz to TCMC are set forth in this Section 7.2, and there are no representations or warranties whatsoever, whether express or implied, made by Sojitz to TCMC other than as set forth in this Section 7.2.

7.2.5 Use of Sojitz Product. To the fullest extent allowed by applicable law, Sojitz shall assume all risk, responsibility and liability, and shall indemnify, defend, and hold harmless TCMC, for any loss, damage or injury to persons or property, of Sojitz or others, arising out of the possession, handling, storage, transportation, use or sale, either singly or in combination with other substances, of any material delivered hereunder.

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Article VIII
MINE PLANS AND BUDGETS; REPORTS; CONDUCT OF PHASE 6 OPERATIONS

8.1Mine Plans and Budgets. TCMC shall prepare all Budgets and Mine Plans. Sojitz acknowledges its receipt of the initial Budget and Mine Plan, copies of which are attached to this Agreement as Exhibits A and B, respectively. TCMC shall have the right from time to time in its sole discretion to amend the Budget and Mine Plan then in effect. TCMC shall provide Sojitz with copies of all final amendments to TCMC’s Mine Plans and Budgets, and such final amendments shall: (i) be prepared in a level of detail comparable to the initial Budget and Mine Plan; and (ii) supercede and replace all prior versions of the Budget and Mine Plan previously attached as Exhibits to this Agreement. In the event TCMC determines that capital expenditures materially in excess of those set forth in the then-current Budget are required for the benefit of Phase 6, or in the event TCMC determines to make a material change in the production schedule set forth in the then-current Mine Plan, then TCMC shall notify Sojitz of such changes promptly following TCMC’s determination.

8.2Reports. TCMC shall provide to Sojitz on a timely basis copies of the monthly mine production report, monthly mill operating report, and monthly Langeloth production report prepared by TCMC in the ordinary course of its business. TCMC also shall provide to Sojitz copies of the Thompson Creek Mine Monthly Report to assist Sojitz in its review of TCMC’s Actual Cost of Production. On or before the fifth calendar day following TCMC’s receipt of reviewed financial statements from the auditors performing such review, TCMC shall provide Sojitz with TCMC’s reviewed financial statements for the fiscal year then ended.

8.3Conduct of Phase 6 Operations. TCMC shall have exclusive control over all development, mine planning, mining, sorting, beneficiation, reclamation operations, and all other operations, at the Mine during Phase 6. Notwithstanding the foregoing, TCMC shall use reasonable best efforts to conduct all operations hereunder in accordance with: (i) the Mine Plan and Budget then in effect; (ii) all applicable permits, licenses, laws, rules, regulations and ordinances; and (iii) that degree of efficiency, care and skill ordinarily exercised by qualified and reputable mine operators at comparable mining operations in North America.

Article IX
FORCE MAJEURE

9.1Force Majeure. Either party hereto shall be relieved from liability for delay in performance of or failure to perform any of the obligations herein imposed, except the obligation to pay for Sojitz Product already delivered, for the time and to the extent such delay or failure (including Sojitz’s failure to take delivery or TCMC’s failure to make delivery) is occasioned by voluntary or involuntary compliance with any law, order, regulation, recommendation, or request of any governmental authority, whether federal, state, or municipal, including the preempting of Product by said authorities; breakdown or other failure of facilities (whether its own or those of others) used for manufacture, transportation, or processing of Product; shortages of labor, power, fuel, or raw materials; inability to obtain raw materials from normal and reasonable sources of supply or normal and reasonable alternate sources of supply; inability of TCMC to operate its plant and equipment; acts of God, or acts of public enemy; strike, lockout, or other industrial disturbances; riots, floods, hurricanes, fire, or explosion; or any other cause or causes of any kind or character, in any case beyond the reasonable control of the party delayed or failing to perform,

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whether such cause is similar to or dissimilar from the enumerated causes, which by the exercise of reasonable diligence the party is unable to prevent (any such cause herein called “Force Majeure”). Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice in the event that the other party shall have suffered an event of Force Majeure for a period of at least one hundred and eighty (180) continuous calendar days.

Article X
OTHER COVENANTS OF THE PARTIES

10.1Default.

10.1.1 Default by Sojitz. TCMC may declare a default by Sojitz in the event that Sojitz: (i) becomes insolvent, admits in writing its inability to pay debts generally as the same become due, or in the event that any proceedings in bankruptcy, whether voluntary or involuntary, are instituted against or in the name of Sojitz, and such proceedings are not dismissed within sixty (60) calendar days; or (ii) fails to make payment for Sojitz Product within ten (10) Business Days following written notice by TCMC to Sojitz that Sojitz is delinquent in its payment obligations to TCMC, which notice shall specify the details of Sojitz’ delinquency. In case of any default by Sojitz pursuant to this Section 10.1.1, then TCMC, at its election, may postpone or refuse to make any further shipments and/or terminate this Agreement as to further shipments without prejudice to asserting such other remedies as may be afforded TCMC by law.

10.1.2 Default by TCMC. If (i) Sojitz gives TCMC written notice of TCMC s breach of a material obligation of TCMC hereunder, and (ii) TCMC fails to remedy such breach within thirty (30) calendar days following the date of Sojitz’ written notice (or, if such breach is not capable of remedy within such time, fails to commence and diligently pursue a remedy of such breach within such time), then Sojitz, at its election and without prejudice to asserting such other remedies as may be afforded to Sojitz, may terminate this Agreement upon written notice stating the effective date of such termination.

10.1.3 Damages. In no event shall one party to this Agreement be liable to the other party for any special, indirect, incidental, or consequential damages howsoever arising under this Agreement.

10.2No Partnership. Nothing contained in this Agreement shall be deemed to constitute either Party the partner or the venturer of the other, or, except as otherwise herein expressly provided, to constitute either Party the agent or legal representative of the other, or to create any fiduciary relationship between them. The Parties do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership or joint venture.

10.3Tax Matters. Except as set forth in Section 4.4, each Party shall be solely responsible and liable for any and all federal, state and local taxes of whatever kind or nature (to include all taxes, fines, and penalties) assessed or imposed against it. Each Party covenants to indemnify, defend and hold harmless the other Party for any breach of this Section 10.3 by the indemnifying Party.

10.4Dispute Resolution. Except as set forth in Sections 6.1 and 6.2 above, all disagreements and disputes arising out of or related to this Agreement, shall first be the subject

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of good faith negotiations among the Parties. If initial negotiations are unsuccessful in resolving such disagreement or dispute within fifteen (15) calendar days following written notice thereof (or within such shorter period as may be specified herein), the matter shall be referred for resolution to a panel consisting of one senior executive of each Party having at least the title of Vice President, General Manager, or their equivalent. If such senior executives fail, after reasonable good faith efforts, to arrive at a satisfactory resolution of such disagreement or dispute within thirty (30) calendar days following the date of the initial written notice of dispute, or if no such officer of a party is made available to confer within that period, then any of the parties may pursue any of its rights and remedies available at law or in equity. Nothing set forth herein shall require either party to observe the dispute resolution procedures set forth in this Section 10.4 prior to seeking appropriate injunctive or declaratory relief before any court or governmental authority when, in its reasonable discretion, such injunctive or declaratory relief is required in emergency situations, including without limitation the preservation of human health and safety or the prevention of damage to the environment.

10.5Confidentiality.

10.5.1 Use and Disclosure of Confidential Information. Sojit and TCMC shall maintain the confidentiality of the Confidential Information. At all times while Confidential Information belonging to one Party is in the possession of the other Party, the Party in possession shall maintain strict security over the same, and shall not divulge the same directly or indirectly to any person; provided, however, that Sojitz may disclose Confidential Information: (i) to Sojitz’ lenders, financial institutions and other legal, tax, financial, and technical advisors upon the prior written consent of TCMC; and (ii) as required by applicable laws or by any order of any court or governmental authority. Any person or entity to whom Confidential Information is disclosed pursuant to Section 10.5.1 (i), above, shall be informed of the confidential nature of the Confidential Information so disclosed, and shall agree in writing to keep the same confidential.

10.5.2 Return of Confidential Information. Any or all of the Confidential Information shall be turned over to the Party to whom it belongs: (i) upon request by the owner thereof; (ii) upon termination of this Agreement; or (iii) otherwise in accordance with the terms and conditions of this Agreement.

10.5.3 Public Announcements. Prior to making or issuing any press release or other public announcement or disclosure concerning this Agreement or the transactions contemplated herein, the Party contemplating such disclosure first shall consult with the other Party, and the Parties together shall agree upon the content and timing of such announcement or disclosure; provided, however, that disclosure prior to such agreement maybe made if, in the good faith judgment of the disclosing Party, there is not sufficient time to consult with and obtain agreement from the other Party before such announcement or disclosure must be made under applicable laws. In the case where disclosure is made prior to the Parties’ agreement on content and timing, the disclosing Party shall notify the other Party before such announcement or disclosure is made if at all reasonably possible; but if not, then as soon as reasonably possible thereafter.

10.6Sojitz’ Right to Inspect Property. Sojitz and its authorized agents who are experienced in mining operations, at Sojitz’s sole risk and expense, shall have the right, exercisable during regular business hours, at a mutually convenient time, in a reasonable manner conforming to TCMC’s safety rules and regulations, and so as not to interfere with TCMC’s operations on the Property, to go upon the Property for the purpose of confirming that TCMC is

12

conducting its operations in the manner required by this Agreement. Sojitz shall furnish TCMC with prior written notice of the time and place of any inspection by Sojitz pursuant to this Section 10.6. Sojitz shall indemnify, defend and hold harmless TCMC from any and all claims for damages, including injury or damage to other persons or property, arising out of any death, personal injury or property damage sustained by Sojitz, its agents vendors, contractors and other representatives, and the employees of any of them, while in or upon the Property, whether or not such persons and entities are in or upon the Property pursuant to this Section 10.6, which death, injury or damage does not result from TCMC’s gross negligence or willful misconduct. If requested by TCMC, Sojitz and its agents, vendors, contractors and other representatives, and the employees of any of them, will confirm in writing their waiver of claims against TCMC in a manner consistent with the terms of this Section 10.6.

10.7Trademarks and Intellectual Property. TCMC grants to Sojitz, and Sojitz shall have, the right to use the name “Thompson Creek Metals Company” in connection with its marketing and resale of Sojitz Product. Except as set forth in the preceding sentence, Sojitz expressly acknowledges that Sojitz shall not acquire any other right, title or interest in, and shall not use any, words, names, logos, trade names, or trademarks belonging to TCMC and its affiliates, including the names “Thompson Creek Metals Company,” “Thompson Creek Mining Company,” “Cyprus Thompson Creek Mining Company,” “Thompson Creek Mining, Ltd.,” “Langeloth Metallurgical Company, LLC,” or any derivative or combination of such words and names (the “TCMC Trademarks”). Sojitz further acknowledges that the TCMC Trademarks constitute property of a unique and special kind and value to TCMC and its related and affiliated entities, and that any unpermitted use thereof will result in substantial and irreparable damage to TCMC and its related and affiliated entities not compensable by mere monetary damages. Accordingly, Sojitz consents to injunctive or other appropriate equitable relief, including specific performance, upon initiation of proceedings by TCMC for breach of Sojitz’s obligations set forth in this Section 10.7. Such remedy shall not be deemed to be the exclusive remedy for any breach of such obligations, but shall be in addition to all other remedies available at law or in equity to TCMC.

10.8No Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

10.9No Third Party Beneficiaries. This Agreement shall be construed to benefit the Parties and their respective successors and permitted assigns only; and except as expressly permitted herein, shall not be construed to create third party beneficiary rights in any other party or in any governmental authority. Nothing set forth herein shall give any person or entity not a party hereto any right, remedy, or claim under or in respect of this Agreement.

10.10Parties in Interest. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.

10.11Assignment. Neither Party shall assign this Agreement or any portion hereof without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, TCMC may assign, and Sojitz hereby consents to the assignment of, this Agreement as security for any financing provided to TCMC by any financial institution in connection with the Property or the business and operations conducted thereon; and Sojitz agrees to execute such further consents to assignment.

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10.12Survival. The duties, obligations and covenants of the parties set forth in Articles III, IV, V, VI and VII above, and in this Article X, shall survive the termination or expiration of this Agreement until the same shall have been performed to the reasonable satisfaction of the party to whom the benefit of such covenant is owed, or until such party shall waive performance thereof in a written notice given pursuant to Section 10.13 below.

10.13Notices. Any notice required or desired to be given hereunder shall be effective if made in writing and delivered in person or by recognized overnight courier, sent by facsimile transmission, or sent by certified or registered U.S. mail, return receipt requested, to the following addresses or to such other person or address as such party may have specified in a notice duly given in accordance with this Section 10.13.

If to TCMC:	If to Sojitz:
Thompson Creek Metals Company	Sojitz Corporation
945 West Kenyon Avenue, Unit B	1-20, Akasaka 6-chome
Englewood, Colorado 80110-8135	Minato-ku, Tokyo, 107-8655 Japan
Attn: Kevin Loughrey	Attn: Shigeru Ohno, General Manager
Fax: (303) 761-7420	Iron Ore & Ferro Alloys Dept.
	Fax: +81-3-5520-3517
	With copy to:
	Sojitz Noble Alloys Corporation
	1211 Avenue of the Americas
	New York, New York 10036
	Attn: Kiyotaka Tomita
	Fax: (212) 704-6630

10.14Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws. In the event of litigation arising hereunder, the parties agree that the venue for such litigation shall be the state and federal courts in New York, New York having jurisdiction over the parties and the dispute. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions, including any objection to the laying of venue based on the grounds of forum non-conveniens and any objection based on the grounds of lack of in-personam jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined herein, the prevailing party shall be entitled to recover all reasonable costs associated therewith, including reasonable legal fees.

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10.15Entire Agreement. All Exhibits attached to this Agreement, as the same may be amended from time to time by the written agreement of the Parties, are by this reference incorporated into this Agreement for all purposes. This Agreement, including all Exhibits attached hereto, constitute the entire agreement and understanding of the parties relating to the subject matter hereof, and the same shall supercede and replace all prior agreements, understandings, representations or warranties, whether written or oral, including all drafts of this Agreement, relating to the same subject matter. Notwithstanding the foregoing, and for the avoidance of doubt, Sojitz expressly acknowledges and agrees that Exhibits A and B concerning the Budget and Mine Plan, respectively, contain TCMC’s estimates and forecasts of the data and information presented therein; and TCMC makes no, and expressly disclaims all, representations and warranties concerning such estimates and forecasts. To the extent that Sojitz relies on any of the data and information presented in Exhibits A and B, it does so at its sole risk.

10.16Modification; Waiver. This Agreement shall not be modified or amended, and no term, condition or provision hereof shall be waived, in whole or in part, except in a writing executed by a duly authorized representative of each party hereto.

10.17Mutual Agreement. The terms and conditions of this Agreement have been determined by the mutual negotiation of the parties hereto, and no provision hereof shall be construed against one party or in favor of another party merely by reason of the party who prepared or was responsible for the draftsmanship.

10.18Severability. In the event any provision of this Agreement conflicts with the law under which this Agreement shall be construed, such provision shall be deleted from this Agreement, and the Agreement shall be construed to give effect to the remaining provisions hereof.

10.19Headings. The headings in this Agreement are inserted for convenience of reference only, shall not be considered a part of this Agreement, and shall not affect the validity or interpretation of this Agreement.

10.20Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Once executed, the parties may exchange executed signature pages by facsimile transmission; and upon receipt by each party of the signature page duly executed by the other party, the parties shall be bound as fully as if each party was in possession of a fully-executed original of this Agreement. Promptly following such exchange by facsimile transmission, if made, the parties agree to exchange the executed originals of this entire Agreement by U.S. Mail or overnight mail, so that each party ultimately is in possession of at least one fully-executed original hereof.

IN WITNESS WHEREOF, TCMC and Sojitz have executed this Agreement on the Execution Date.

THOMPSON CREEK METALS		SOJITZ CORPORATION, a Japanese
COMPANY, a Colorado corporation		corporation
By:	/s/ Kevin Loughrey	By:	/s/ Shigeru Ohno
Title:	PRESIDENT	Title:	GENERAL MANAGER

15

EXHIBIT A

To

Agreement

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Budget

A-1

Exhibit A - Phase 6 Mine Budget

	2004/2005		2005/2006		2006/2007		2007/2008		2008/2009		2009/2010		2010/2011		Total
Direct Operating Cost
Phase 6
Mining	$	13,277,306	$	18,539,974	$	16,353,095	$	11,010,610	$	10,060,425	$	10,033,562	$	8,113,035	$	87,388,008
Crushing & Conveying	$	0	$	14,552	$	703,292	$	1,104,840	$	1,102,614	$	1,102,614	$	718,112	$	4,746,024
Milling			$	157,436	$	8,530,109	$	14,796,653	$	15,673,439	$	15,941,969	$	12,499,719	$	67,599,325
Subtotal Phase 6	$	13,277,306	$	18,711,961	$	25,586,496	$	26,912,104	$	26,836,478	$	27,078,145	$	21,330,865	$	159,733,357
General and Administrative Operating Cost
Phase 6	$	3,052,801	$	4,220,639	$	5,890,663	$	7,558,725	$	8,679,195	$	9,357,716	$	5,314,174	$	44,073,713
Total Operating Cost
Phase 6, $	$	16,329,906.64	$	22,932,600.38	$	31,477,159.31	$	34,470,829.09	$	35,515,673.35	$	36,435,861.43	$	26,645,039.47	$	203,807,070
$/lb Phase 6 Production	$	0.00	$	449.48	$	5.09	$	2.40	$	1.72	$	1.50	$	1.75	$	2.53
Freight Costs if shipped to Langeloth, $/lb (not included in above operating costs)	$	0.114	$	0.114	$	0.114	$	0.114	$	0.114	$	0.114	$	0.114

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

Exhibit A (continued)
Phase-6 Estimated Costs
Amortization on a Units of Production Basis	2006/2007		2007/2008		2008/2009		2009/2010		2010/2011		Total
Mo production Lbs in Conc (000’s)
Phase 6	6,178		14,345		20,631		24,339		15,213		80,706
Phase 5	8,403
Thompson Creek Mine, $ millions
Phase 6 Waste Pre-stripping Cost	$	3.4	$	8.0	$	11.5	$	13.6	$	8.5	$	45.0	Units of Production
Cash Production Cost	$	25.7	$	34.5	$	35.5	$	36.4	$	26.6	$	158.8
Cash Operating Costs	$	29.2	$	42.5	$	47.0	$	50.0	$	35.1	$	203.8
Capital Expenditures	$	1.7	$	3.9	$	5.6	$	6.6	$	4.1	$	22.0	Units of Production
Depreciation Expense	$	1.3	$	3.0	$	3.0	$	3.0	$	3.0	$	13.3	Yearly Depreciation Allocated in Proportion to the Phase 5 & 6 Yearly Production
Operating Costs Thompson Creek	$	32.1	$	49.4	$	55.6	$	59.6	$	42.3	$	239.1
Langeloth, $ millions
Freight Thompson Creek to Langeloth	$	0.7	$	1.6	$	2.4	$	2.8	$	1.7	$	9.2
Roasting Cost	$	2.0	$	4.7	$	6.8	$	8.0	$	5.0	$	26.6
Depreciation Expense	$	0.5	$	0.5	$	0.5	$	0.5	$	0.5	$	2.4	Uits of Production Allocation of Roasting & Packaging Related Depreciation
Packing Cost in Supersacks	$	0.2	$	0.4	$	0.6	$	0.8	$	0.5	$	2.5
Operating Cost Langeloth	$	3.4	$	7.3	$	10.3	$	12.0	$	7.7	$	40.7
Total Operating Costs	$	35.6	$	56.7	$	65.9	$	71.7	$	50.0	$	279.8
Sojitz Purchase
Mo Purchased -10 Percent Phase 6	618		1,435		2,063		2,434		1,521		8,071
Production of Lbs in Conc (000’s)
Sojitz’s Share of Costs	$	3.6	$	5.7	$	6.6	$	7.2	$	5.0	$	28.0
Markup 35%, $ millions	$	1.2	$	2.0	$	2.3	$	2.5	$	1.7	$	9.8
Phase 6 Estimated Total Cost, $ Millions	$	4.8	$	7.7	$	8.9	$	9.7	$	6.7	$	37.8
Sojitz Unit Cost ($ per lb Mo) FOB Langeloth, in Supersacks Before Cap or Floor Price Limits	$	7.77	$	6.33	$	4.31	$	3.98	$	4.44	$	4.68

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

EXHIBIT B

To

Agreement

Between

Thompson Creek Metals Company

And

Sojitz Corporation

Mine Plan

B-1

Exhibit B - Phase 6 Mine Plan and Production Summary

	2004/2005	2005/2006	2006/2007	2007/2008	2008/2009	2009/2010	2010/2011	Total
Mine
Phase 6
Ore, tons (000)		65	6,393	7,924	7,439	7,439	3,838	33,096
Grade, % Mo		0.043	0.069	0.103	0.151	0.177	0.184	0.133
Waste, tons (000)	17,107	26,039	14,273	837	—	255	356	58,867
Total, tons (000)	17,107	26,103	20,666	8,761	7,439	7,693	4,194	91,963
Phase 6
LG Ore to Stockpile, tons (000)			1,831	315			—	2,146
Grade, % Mo			0.055	0.058			—	0.056
LG Ore from Stockpile, tons (000)			—	—			2,153	2,153
Grade, % Mo			—	—			0.056	0.056
Phase 6
Ore Milled, tons (000)		65	4,562	7,610	7,439	7,439	5,990	33,103
Grade, % Mo		0.043	0.075	0.104	0.151	0.177	0.138	0.133
Recovery, % Mo	90.88	92.45	90.80	90.25	91.85	92.55	91.95
Molybdenum Production
Phase 6 lbs (000)	—	51	6,178	14,345	20,631	24,339	15,213	80,756

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

Exhibit B (continued) - Thompson Creek Mine
Phase 6 Mine Plan Reserves by Mine Bench

	Total	Phase 6	Total	Phase 6
	Phase 6	Cumulative	Phase 6	Cumulative
	Waste	Waste	Ore	Ore	Avg Ore Grade
Bench	(M tons)	(M tons)	(M tons)	(M tons)	(% Mo)
8050	856	856	—	—
8000	1,232	2,088	—	—
7950	1,478	3,566	—	—
7900	1,505	5,071	—	—
7850	1,541	6,612	—	—
7800	1,744	8,356	—	—
7750	1,950	10,306	—	—
7700	2,370	12,676	—	—
7650	3,029	15,705	—	—
7600	3,612	19,317	—	—
7550	3,352	22,669	—	—
7500	3,656	26,325	—	—
7450	3,673	29,998	—	—
7400	3,795	33,793	—	—
7350	3,833	37,626	—	—
7300	4,085	41,711	—	—
7250	3,729	45,440	—	—
7200	3,959	49,399	114	114	0.052
7150	3,504	52,903	457	571	0.058
7100	2,628	55,531	1,191	1,762	0.067
7050	1,469	57,000	2,135	3,897	0.067
7000	821	57,821	2,729	6,626	0.074
6950	400	58,221	3,042	9,668	0.092
6900	146	58,367	3,253	12,921	0.111
6850	—	58,367	3,196	16,117	0.127
6800	—	58,367	2,932	19,049	0.146
6750	—	58,367	2,860	21,909	0.167
6700	103	58,470	3,000	24,909	0.171
6650	104	58,574	2,645	27,554	0.184
6600	89	58,663	3,019	30,573	0.187
6550	118	58,781	1,551	32,124	0.191
6500	197	58,978	888	33,012	0.149
	58,978		33,012		0.1333

August 2005#1, Sojitz Purchase Contract, Phase 6 Est Costs. xls9/28/2005

EX-14.1

Exhibit 14.1

CODE OF ETHICS AND BUSINESS PRACTICES

This Code of Ethics and Business Practices (“Code”) is intended to document the principles of conduct and ethics to be followed by Thompson Creek Metals Company Inc. (the “Company” or “Thompson Creek”) and its employees, officers and directors. Its purpose is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. All employees, officers and directors are also required to adhere to the Company’s other policies which may be adopted relating to disclosure or insider trading.

·CONFLICTS OF INTEREST - Employees, officers and directors of Thompson Creek shall act at all times honestly and ethically, and shall avoid situations where their personal or outside business interests could conflict with, or even appear to conflict with, the interests of the Company and its shareholders. In the event that any potential conflict of interest arises involving an employee or an officer, the individual involved must immediately notify the Chief Executive Officer (“CEO”) in writing and no further action may be taken unless authorized by the CEO. In event that any potential conflict of interest arises involving a director, the individual must immediately notify the Chairman of the Board of Directors and the CEO or, in the case of a conflict involving the Chairman of the Board and/or the CEO, the Chairman of the Compensation and Governance Committee or, in the absence thereof, the Audit Committee and one of the Chairman, the CEO or the Chief Financial Officer (“CFO”) who has no potential conflict, in writing and no further action may be taken unless authorized by any two of the Chairman of the Board, the Chairman of the Corporation Governance Committee or, in the absence thereof, the Chairman of the Audit Committee, the CEO or the CFO.

·DEALING WITH SUPPLIERS AND SERVICE PROVIDERS - All purchases of goods and services by the Company will be made exclusively on the basis of price, quality, service and suitability to the Company’s needs. Employees, officers or directors are prohibited from accepting gifts of money or receiving any type of personal kickbacks, rebates or other “under-the-table” payments. Employees, officers and directors may accept unsolicited non-monetary gifts provided they are appropriate and customary client development gifts for the industry.

·DEALING WITH PUBLIC OFFICIALS - No employee shall make any form of payment, direct or indirect, to any public official as inducement to procuring or keeping business or having a law or regulation enacted, defeated, or violated.

·DISCLOSURE — Each senior executive officer must ensure that all reasonable and necessary steps within his or her areas of responsibility are taken to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to Canadian and U.S. regulatory authorities.  In addition,

senior executive officers must provide full, fair, accurate and understandable information whenever communicating with the Company’s stockholders or the general public.

·COMPLIANCE WITH LAWS, RULES AND REGULATIONS — All employees, officers and directors must conduct Company business in compliance with all applicable Canadian, U.S. and foreign laws, rules and regulations.

·EQUAL OPPORTUNITY - There shall be no discrimination against any employee or applicant because of race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical handicap (unless demands of the position are prohibitive) or on the basis of genetic information. The Company will maintain a work environment free of discriminatory practice of any kind.

·HEALTH, SAFETY, AND ENVIRONMENTAL PROTECTION - It is the Company’s policy to pay due regard to the health and safety of its employees, officers, directors and others and to the state of the environment.

·USE OF AGENTS - Agents or other non-employees cannot be used to circumvent the law or to engage in practices that run contrary to this Code.

·INTERNATIONAL OPERATIONS AND BUSINESS PRACTICES - Employees, officers and directors, operating from time to time outside of Canada and the United States, have a special responsibility to know and obey laws and regulations of countries where they act for the Company and to conduct themselves in accordance with local business practices. The Company recognizes that laws, regulations, business practices and customs vary throughout the world and that, in certain cases, may be different from laws, regulations, business practices and customs in Canada and the United States. The Company and its employees, officers and directors shall comply with applicable laws relating to foreign corrupt practices.

·REPORTING OF VIOLATIONS —  It is each employee’s responsibility to notify promptly his or her supervisor regarding any actual or potential violation of this Code and/or any applicable laws, rules or regulations by any employee, officer or director of the Company.  It is each director’s and senior executive officer’s responsibility to notify promptly the Company’s General Counsel or the Chairman of the Audit Committee regarding any actual or potential violation of this Code and/or any applicable laws, rules or regulations by any employee, officer or director of the Company.  Persons may choose to remain anonymous in reporting any possible violation of this Code and/or any applicable laws, rules or regulations.

·ACCOUNTABILITY — Anyone who violates the provisions of this Code by engaging in unethical conduct, failing to report conduct potentially violative of this Code or refusing to participate in any investigation of such conduct, will be subject to disciplinary action, up to and including termination of service with the Company.  Violations of this Code may also constitute violations of law and may result in civil or criminal penalties.

·WAIVERS — The Board of Directors of the Company shall be responsible for the administration of this Code and shall have the sole authority to amend this Code or grant

waivers of its provisions.  Waivers will be disclosed as required by applicable laws or stock exchange rules.

·CORPORATE OPPORTUNITIES — No employee, officer or director may take personal advantage or obtain personal gain from an opportunity learned of or discovered during the course and scope of his or her employment when that opportunity or discovery could be of benefit or interest to the Company. Likewise, no employee, officer or director may use Company property, information or position for personal gain, and no employee, officer or director may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

·FAIR DEALING — It is our policy that each director, officer and employee will endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No one should take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unethical, deceptive, or illegal business practices.

The Company will incur, or reimburse travel and entertainment expenses that are reasonable and necessary, are for a business purpose of the Company, and are documented in conformity with applicable laws and sound business practices.

Individuals conducting official Company business or incurring travel or entertainment costs at Company expense are expected to exercise the same care in incurring expenses as a prudent person would in spending personal funds.  If an employee has any doubts about the appropriateness of an anticipated travel or entertainment expense, the employee should consult with his or her supervisor in advance of incurring the expense.  Any expenses found to be personal must be promptly repaid if initially paid from Company funds.

On occasion, employees will be required to entertain clients and business associates. Valid entertainment expenses include meals and events such as theatre and sporting events taken with potential or actual clients whereby a business discussion takes place during, immediately before or immediately after the event. This entertainment is dependent upon the existence of a business relationship and that this relationship would benefit the Company.

When more than one employee is present at a business meal or entertainment event, then the most senior level employee must pay and claim the expense.

Employees and their immediate family members must exercise the utmost care about giving or receiving business-related gifts. This applies to direct payments and payments in kind, including the provision of goods or services, personal favors, and entertainment (e.g. meals, travel, etc.).  Any offer of free travel and/or accommodation is to be declined.  If there is a valid business purpose to attend, then Thompson Creek is to pay any travel and/or accommodation costs.

Accepting or offering gifts of moderate value is acceptable in situations where it is legal and in accordance with local business practice (i.e. where the exchange of gifts is

customary and the gifts are appropriate for the occasion).  However, employees must not give or accept gifts of any kind in circumstances that could be reasonably regarded as unduly influencing the recipient or creating business obligation on the part of the recipient.  If there is any doubt, the situation should be referred to management.

Employees should exercise particular caution in regard to any offers of value, including hospitality, entertainment and gifts when the Company is negotiating or considering contracts and they are in a position to influence, directly or indirectly, the outcome of a decision.  It is important not to give any impression that there may be an improper connection between any gift or hospitality and business opportunities.  A golden rule here is disclosure.  Ensuring your supervisor is aware of all gifts of any significance ensures transparency and avoids any suggestion of conflict of interest.

Under no circumstances should an employee request a gift of any kind from a supplier, customer, or other party with whom Thompson Creek conducts business.  In addition, employees must not exchange gifts with representatives of Thompson Creek’s competitors, since the provision or receipt of such gifts may create an actual or perceived conflict of interest.

This policy also applies to any agents or third parties who are employed to represent the Company.

·CONFIDENTIALITY — All employees, officers and directors are prohibited from revealing confidential information of the Company entrusted to them by the Company or its customers, except when disclosure is authorized by the General Counsel or required by laws or regulations.  All confidential information must be used solely for the Company’s purposes and should not be provided to unauthorized persons, or used for the purpose of furthering a private interest, or for making a personal profit.  Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.  The obligation to preserve confidential information continues even after employment ends.

·PROPER USE OF COMPANY ASSETS — All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Employees must not participate in, or arrange, any activity involving paid Company time or use of Company materials and assets for the benefit of others external to the Company unless that activity has been authorized by his or her manager or designated company manager.

Theft or unlawful possession of Company property is regarded as serious misconduct and has a direct impact on the Company’s profitability. The Company will report violations and cooperate with criminal authorities in the prosecution of crimes as management deems appropriate.  In addition, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

·RELATED PERSON TRANSACTIONS — It is the Company’s policy to discourage Interested Transactions with Related Persons (as those terms are defined herein) unless determined to be in the Company’s best interests and approved in accordance with the

terms and conditions of this Code. Accordingly, all Interested Transactions with Related Parties require prior approval of the Compensation and Governance Committee of the Board of Directors.

Any employee, officer or director that becomes aware of an Interested Transaction shall bring such matter to the attention of the Chairman of the Compensation and Governmance Committee or the Company’s General Counsel, who shall then bring such matter to the attention of the Chairman.  The Compensation and Governance Committee shall review the facts of all Interested Transactions that require approval and either approve or disapprove of the entry into the Interested Transaction. In the review process, the Compensation and Governance Committee shall obtain, or shall direct management to obtain on its behalf, all information that the Compensation and Governance Committee Committee believes to be appropriate to a review of the transaction prior to its approval.  In its deliberations, the Compensation and Governance Committee Committee will take into account, among other relevant factors deemed appropriate, whether the Interested Transaction is on terms no less favorable to the Corporation than would be obtained in a similar transaction with an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. The authority to approve an Interested Transaction may be delegated to the Chairman of the Compensation and Governance Committee.

The Compensation and Governance Committee or the Chairman, as the case may be, shall approve only those Interested Transactions that are determined to be in, or not inconsistent with, the best interests of the Company and its stockholders, taking into account all available facts and circumstances as the Compensation and Governance Committee or the Chairman determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the benefits of the transaction to the Company; the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms of comparable transactions that would be available to unrelated third parties or to employees generally.

For purposes of this policy, an “Interested Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (ii) the Company is a participant, and (iii) any Related Person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A “Related Person” is any (a) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not currently serve in that role) an executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a

tenant or employee).

All Interested Transactions that are required to be disclosed in the Company’s filings with the Securities and Exchange Commission, as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules and regulations, shall be so disclosed in accordance with such laws, rules and regulations.

EX-21.1

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Exhibit 21.1

List of Subsidiaries of
Thompson Creek Metals Company Inc.

Entity	Jurisdiction of Organization
Blue Pearl Mining Inc.	British Columbia
Cyprus Thompson Creek Mining Company	Nevada
Highlands Ranch, LLC	Colorado
Langeloth Metallurgical Company LLC	Colorado
Long Creek Mining Company	Nevada
Mt. Emmons Moly Company	Colorado
Thompson Creek Metals Company USA	Colorado
Thompson Creek Mining Co.	Colorado
Thompson Creek Mining Ltd.	Yukon
Thompson Creek UK Limited	United Kingdom

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List of Subsidiaries of Thompson Creek Metals Company Inc.

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Thompson Creek Metals Company Inc.:

        We consent to the incorporation by reference in the registration statement on Form S-8 (333-153219) of Thompson Creek Metals Company, Inc. of our reports dated February 25, 2010, with respect to the consolidated balance sheet of Thompson Creek Metals Company Inc. as of December 31, 2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the year then ended, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in the December 31, 2009 annual report on Form 10-K of Thompson Creek Metals Company Inc.

        Our report on the consolidated financial statements refers to a change in the goodwill impairment testing measurement date and to a change in the method of accounting for common stock warrants.

/s/KPMG LLP
Denver, Colorado
February 25, 2010

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Consent of Independent Registered Public Accounting Firm

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to (i) the inclusion in Thompson Creek Metals Company Inc.'s Annual Report on Form 10K for the year ended December 31, 2008 and (ii) the incorporation by reference in registration statement on Form S-8 (File No. 333-153219), of our audit report dated March 19, 2009, relating to the consolidated financial statements, which appear in the Annual Report to Shareholders.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Vancouver, British Columbia
February 25, 2010

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.3

Exhibit 23.3

February 25, 2010

Thompson Creek Metals Company Inc.
Littleton, Colorado

Ladies and Gentlemen:

We have audited the consolidated balance sheet of Thompson Creek Metals Company Inc. and subsidiaries (the Company) as of December 31, 2009 and the related consolidated statements of operations, cash flows and shareholders’ equity and comprehensive income and cash flows for the year then ended, and have reported thereon under date of February 25, 2010.  The aforementioned consolidated financial statements and our audit report thereon are included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.   As stated in note 2, to those financial statements, the Company changed the date of its annual goodwill impairment test from December 31 to October 1. The Company states that the newly adopted accounting principle is preferable in the circumstances because it allows the Company to more closely align its impairment testing date with the long-range planning and forecasting process of the Company and provides additional time prior to year end to complete the impairment test.  In accordance with your request, we have reviewed and discussed with Company officials the circumstances and business judgment and planning upon which the decision to make this change in the method of accounting was based.

With regard to the aforementioned accounting change, authoritative criteria have not been established for evaluating the preferability of one acceptable method of accounting over another acceptable method. However, for purposes of the Company’s compliance with the requirements of the Securities and Exchange Commission, we are furnishing this letter.

Based on our review and discussion, with reliance on management’s business judgment and planning we concur that the newly adopted method of accounting is preferable in the Company’s circumstances.

Very truly yours,

/s/KPMG LLP

EX-24.1

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Exhibit 24.1

CERTIFIED COPY
OF A
RESOLUTION
OF
THE BOARD OF DIRECTORS
OF
THOMPSON CREEK METALS COMPANY INC

        I, Lorna D. MacGillivray, Assistant Secretary of Thompson Creek Metals Company Inc., hereby certify that the resolution set out below is a true and correct copy of the resolution passed by the Board of Directors of the Corporation at a meeting duly held and properly constituted on February 25, 2010, which resolution remains in full force and effect, unamended:

        "RESOLVED THAT:    The draft Annual Report on Form 10-K for the year ended December 31, 2009 (the "10-K") including the audited financial statements of the Corporation as at December 31, 2009 consisting of a Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows, Consolidated Statements of Shareholders' Equity and Comprehensive Income, and together with the notes thereto and Management's Discussion and Analysis, as circulated to the Directors, be approved with such changes as may be approved by the Chairman and Chief Executive Officer or the Chief Financial Officer and Vice President, Finance, and the Chairman and Chief Executive Officer be authorized and directed to finalize and sign the 10-K and the Secretary or the Assistant Secretary be authorized and directed to file the 10-K with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and with the Canadian securities commissions."

        IN WITNESS WHEREOF, I have hereunto subscribed my name, this 25th day of February, 2010.

/s/ LORNA D. MACGILLIVRAY
Lorna D. MacGillivray
Assistant Secretary

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CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS OF THOMPSON CREEK METALS COMPANY INC

EX-24.2

Exhibit 24.2

THOMPSON CREEK METALS COMPANY, INC.

POWER OF ATTORNEY

BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Thompson Creek Metals Company Inc., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), does hereby make, constitute and appoint Pamela L Saxton and Kevin Loughrey, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2009, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.

The undersigned has executed and delivered this Power of Attorney on the date set forth below.

DATED: February 18, 2010.
	/s/ Ian J. McDonald
	Name: Ian J. McDonald

THOMPSON CREEK METALS COMPANY, INC.

POWER OF ATTORNEY

BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Thompson Creek Metals Company Inc., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), does hereby make, constitute and appoint Pamela L Saxton and Kevin Loughrey, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2009, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.

The undersigned has executed and delivered this Power of Attorney on the date set forth below.

DATED: February 18, 2010.
	/s/ Kerry J. Knoll
	Name: Kerry J. Knoll

EX-31.1

EXHIBIT 31.1

Certification Pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Kevin Loughrey, certify that:

1.I have reviewed this annual report on Form 10-K of Thompson Creek Metals Company Inc.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2010
	/S/ KEVIN LOUGHREY
	Kevin Loughrey
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification Pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Pamela L. Saxton, certify that:

1.I have reviewed this annual report on Form 10-K of Thompson Creek Metals Company Inc.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2010
	/S/ PAMELA L. SAXTON
	Pamela L. Saxton
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Thompson Creek Metals Company Inc. (the “Company”), does hereby certify, to the best of his knowledge and belief that:

(1)           The Annual Report on Form 10-K for the year ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 25, 2010
	/s/ Kevin Loughrey
	Kevin Loughrey
	Chief Executive Officer

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-K and shall not be considered filed at part of the Form 10-K.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Thompson Creek Metals Company Inc. (the “Company”), does hereby certify, to the best of his knowledge and belief that:

(1)           The Annual Report on Form 10-K for the year ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 25, 2010
	/s/ Pamela L. Saxton
	Pamela L. Saxton
	Chief Financial Officer

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-K and shall not be considered filed at part of the Form 10-K.