Exhibit 4.2


 


 


SUPPLEMENT TO THE 

COMMON SHARE PURCHASE WARRANT INDENTURE

DATED JUNE 21, 2007


 


 


TERRANE METALS CORP.


 


-AND-


 


THOMPSON CREEK METALS COMPANY INC.


 


-AND-


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


 


October 20, 2010


 

















 


THIS
SUPPLEMENT TO THE COMMON SHARE PURCHASE WARRANT INDENTURE is made as
of October 20, 2010.


 


AMONG:


 


TERRANE METALS CORP., a company existing under the laws of British
Columbia


 


(hereinafter
the “Company”)


 


AND:


 


THOMPSON CREEK METALS COMPANY INC., a company existing under the laws
of British Columbia


 


(hereinafter
“Thompson Creek”)


 


AND:


 


COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under
the laws of British Columbia and duly authorized to carry on business in the
Province of British Columbia, and legal successor in interest to Pacific
Corporate Trust Company


 


(hereinafter
the “Warrant Agent”).


 


RECITALS


 


WHEREAS:


 


A.            The Company issued 18,178,750
Warrants (the “2007 
Warrants”) under a Common Share Purchase Warrant Indenture
(the “2007 Indenture”) pursuant to an
Offering of Units and Flow-Through Shares on June 21, 2007;


 


B.            The Company entered into an
arrangement agreement (the “Arrangement Agreement”)
with Thompson Creek on July 15, 2010, as amended August 20, 2010,
pursuant to which on October 20, 2010, Thompson Creek purchased all of the
outstanding shares of the Company in accordance with the plan of arrangement
(the “Plan of Arrangement”) adopted by
shareholders of the Company and approved by the court in accordance with the
British Columbia Business Corporations Act;


 


C.            In accordance with the Plan of
Arrangement, shareholders of the Company received consideration of $0.90 cash
(the “Cash Consideration”) and 0.052 of a
Thompson Creek common share (the “Share Consideration”)
for each common share of the Company sold to Thompson Creek;


 

















 


D.            In accordance with the Plan of
Arrangement, on October 20, 2010, the Company amalgamated with 0888046 B.C.
Ltd. and is a direct, wholly-owned subsidiary of Thompson Creek;


 


E.            The Plan of Arrangement constitutes
a “Corporate Reorganization” pursuant to
Sections 3.6(7) and 3.6(8) of the 2007 Indenture or a “consolidation or merger” under Section 3.11 of the 2007
Indenture;


 


F.             Pursuant to the terms of the 2007
Indenture, in the event of a Corporate Reorganization or a consolidation or
merger, the 2007 Warrants remain outstanding and upon their terms entitle a
holder thereof to receive on exercise the kind and amount of shares and other
securities and property (including cash) receivable upon such Corporate
Reorganization or consolidation or merger by a holder of the number of Company
Shares which were purchasable upon the exercise of such holder’s 2007 Warrants
had the holder’s 2007 Warrants been exercised immediately before the Corporate
Reorganization or consolidation or merger.


 


G.            The Company, Thompson Creek and the
Warrant Agent are entering into this supplement (the “2007
Supplement”) to the 2007 Indenture pursuant Section 3.6(8),
Section 3.11(2) and Section 6.1(f) of the 2007 Indenture
(the “Adjustment Provisions”) to clarify the
existing terms of  the 2007 Warrants;


 


H.            The board of directors of the
Company has determined that the 2007 Indenture shall be supplemented as set out
herein; and


 


I.             The representations and warranties
contained in this 2007 Supplement are those of the Company and are not made by,
or on behalf of, the Warrant Agent.


 


NOW
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
Company, Thompson Creek and the Warrant Agent agree to amend and supplement the
2007 Indenture as follows:


 


ARTICLE 1

INTERPRETATION


 


1.1                                                                               Capitalized Terms Not Defined


 


Capitalized
terms used herein and not otherwise defined shall have the meaning given to
them in the 2007 Indenture.


 


1.2                                                                               Applicable Law


 


This
2007 Supplement shall be governed by and construed in accordance with the laws
of the Province of British Columbia and the federal laws of Canada applicable
therein and shall be treated in all respects as a British Columbia contract.


 

















 


ARTICLE 2

IMPLEMENTATION


 


2.1                                                                               2007 Supplement


 


This
2007 Supplement is supplemental to the 2007 Indenture and the 2007 Indenture
shall henceforth be read in conjunction with this 2007 Supplement and all the
provisions of the 2007 Indenture, except only insofar as the same may be
inconsistent with the express provisions hereof, shall apply and have the same
effect as if all the provisions of the 2007 Indenture and of this 2007
Supplement were contained in one instrument and the expressions used herein
shall have the same meaning as is ascribed to the corresponding expressions in
the 2007 Indenture.


 


2.2                                                                               Notice to Warrantholders


 


The
Company shall promptly upon execution of the 2007 Supplement: (i) issue
a press release describing the Plan of Arrangement and this 2007 Supplement;
and (ii) give notice of its execution of this 2007 Supplement to the
Warrantholders describing the procedures for exercise, the exercise price, and
the consideration receivable, which notice shall supplement the notice
previously mailed to the Warrantholders describing the Arrangement Agreement
and advising that a special meeting of the holders of common shares and options
of the Company to approve the Plan of Arrangement will be held.


 


ARTICLE 3

SUPPLEMENTS TO 2007 INDENTURE


 


3.1                                                                               Definitions


 


Pursuant
to the Adjustment Provisions and the 2007 Supplement, except as otherwise
expressly provided or unless the context otherwise provides:


 


(a)                                         the definition of “Exchange” in Section 1.1 of the 2007 Indenture is
replaced by the following definition:


 


“Exchange” means the Toronto Stock Exchange
being a Stock Exchange on which the Shares are now listed, or if the Shares are
not listed on that exchange, such other stock exchange or quotation system on
which the Shares may then be listed or, if the Shares are not then listed on
any stock exchange then on the over-the-counter market;


 


(b)                                         the definition of “Shares” in Section 1.1 of the 2007 Indenture is replaced
by the following definition:


 


“Shares” means the common shares without par
value in the capital of Thompson Creek Metals Company Inc. as constituted on
the Effective Date, being the Shares resulting from the Corporate
Reorganization, or the consolidation or merger, through the Plan of
Arrangement; and


 


(c)                                          the following additional term shall have the
following meaning:


 

















 


“Effective Date” means October 20, 2010,
being the date upon which each of: (i) the Plan of Arrangement;  and (ii) this  2007 Supplement, is effective.


 


3.2                                                                               Adjustment Provisions


 


Pursuant to the Adjustment
Provisions:


 


(a)                                         each 2007 Warrant entitles the holder thereof
to purchase the Share Consideration, and the Cash Consideration upon payment of
the Exercise Price.  Since the Cash
Consideration due to the warrant holder is more than the Exercise Price,  payment of the Exercise Price will be
satisfied by setting off $0.85 of the Cash Consideration payable to the warrant
holder against the Exercise Price such that the warrant holder will not be
required to deliver cash in satisfaction of the Exercise Price and will receive
cash in the amount of $0.05 and the Share Consideration, at any time from and
after the Date of Issue of the 2007 Warrant to and including the Warrant Expiry
Time, upon exercise of the 2007 Warrant;


 


(b)                                         the number of Shares issuable upon exercise of
a 2007 Warrant is 0.052 Shares, and references in the 2007 Indenture to the
issue of Shares upon exercise of 2007 Warrants, including, but not limited to,
in Paragraph 2.1(2) of the 2007 Indenture, are references to 0.052
Shares per 2007 Warrant;


 


(c)                                          all references to “Company” in determining
adjustments in Article 3 of the 2007 Indenture refer to Thompson Creek
where applicable;


 


(d)                                         references to “Company” in
Section 4.1(a), 4.1(c), 4.1(d), 4.1(e), 4.1(f), 4.1(g), 4.1(k), 4.4 and
4.5 of the 2007 Indenture shall refer to Thompson Creek; and


 


(e)                                          Terrane, Thompson Creek and the Warrant Agent
may make such other adjustments as they may mutually agree are required to
provide for the completion of the Plan of Arrangement.


 


3.3                                                                               Notice to the Company or the Warrant Agent


 


Section 2.13(1)(a) is
hereby deleted  in its entirety and replaced
with:


 


(a)                                         if to the Company:


 


Thompson
Creek Metals Company Inc.

Suite 810 – 26 West Dry Creek Circle

Littleton, CO, 80120


 


Attention:           Wendy Cassity

Facsimile:           303-762-3511


 


with a copy, which shall not constitute notice to the Company, to:


 

















 


Goodmans

1900 – 355 Burrard Street

Vancouver, BC  V6C 2G8

Attention:  Bruce Wright


 


Facsimile
No.:  (604) 682-7131

Email:  bwright@goodmans.ca


 


3.4                                                                               Thompson Creek Agreement


 


Thompson
Creek covenants to issue and deliver on behalf of, and as agent for, the
Company the Share Consideration and cash in the amount of $0.05 per
2007 Warrant pursuant to the exercise of the 2007 Warrants in accordance
with the terms of the 2007 Indenture clarified herein and the terms
hereof.  Thompson Creek, Terrane and the
Warrant Agent acknowledge and agree that the certificates representing the
2007 Warrants, in the form attached as Schedule A to the 2007
Indenture, and the form of letter to be delivered by original
U.S. purchasers attached as Schedule B to the 2007 Indenture, remain
effective for the purchase of Shares of Thompson Creek, mutatis
mutandis, provided that any further such documents that may be
issued pursuant to the 2007 Indenture, or that may be issued by the Warrant
Agent in replacement for currently issued documents, may be adjusted by the
Warrant Agent to reflect this 2007 Supplement such that the new or replacement
document reflects the clarifications made herein and the terms hereof.


 


3.5                                                                               2007 Indenture


 


The
2007 Indenture shall be and continue to be in full force and effect, unamended,
except as provided herein, and the Company hereby confirms the 2007 Indenture
in all other respects.


 


3.6                                                                               Counterparts and Formal Date


 


This
2007 Supplement may be executed in several counterparts, each of which when so
executed will be deemed to be an original, and the counterparts together will
constitute one and the same instrument and notwithstanding the date of their
execution will be deemed to bear the date set out at the top of the first page of
this 2007 Supplement.


 


[SIGNATURE PAGE TO FOLLOW]


 

















 


IN
WITNESS WHEREOF the parties hereto have executed this supplement as of the date
first written above.


 


	
   

  	
  TERRANE METALS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela Saxton

  
	
   

  	
   

  	
  Name: Pamela Saxton

  
	
   

  	
   

  	
  Title: CFO and VP, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THOMPSON CREEK METALS COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela Saxton

  
	
   

  	
   

  	
  Name:
  Pamela Saxton

  
	
   

  	
   

  	
  Title:
  CFO and VP, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE TRUST COMPANY OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Karl Burgess

  
	
   

  	
   

  	
  Name:
  Karl Burgess

  
	
   

  	
   

  	
  Title:
  Professional, Corporate Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alice Kollen

  
	
   

  	
   

  	
  Name:
  Alice Kollen

  
	
   

  	
   

  	
  Title:
  Professional, Corporate Trust

  



 


[Signature Page to Supplemental
2007 Terrane Warrant Indenture]