Exhibit 4.4


 


 


SUPPLEMENT TO THE 

COMMON SHARE PURCHASE WARRANT INDENTURE

DATED APRIL 16, 2010


 


 


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


 


(hereinafter the “Warrant
Agent”).


 


RECITALS


 


WHEREAS:


 


A.            The Company was authorized to issue up to 36,591,275 Warrants (the “2010  Warrants”) under
a Common Share Purchase Warrant Indenture (the “2010
Indenture”) pursuant to an offering of units by way of short form prospectus
and private placement on April 16, 2010;


 


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 2010 Indenture or a “consolidation or merger”
under Section 3.11 of the 2010 Indenture;


 


F.             Pursuant to the terms of the 2010 Indenture, in the event of a Corporate
Reorganization or a consolidation or merger, the 2010 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 2010 Warrants had the holder’s 2010 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 “2010 Supplement”) to the 2010
Indenture pursuant Section 3.6(8), Section 3.11(2) and Section 6.1(f) of
the 2010 Indenture (the “Adjustment Provisions”)
to clarify the existing terms of  the
2010 Warrants;


 


H.            The board of directors of the Company has determined that the 2010
Indenture shall be supplemented as set out herein; and


 


I.             The representations and warranties contained in this 2010 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
2010 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 2010 Indenture.


 


1.2                                                                               Applicable
Law


 


This 2010 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.


 


2

















 


ARTICLE 2

IMPLEMENTATION


 


2.1                                                                               2010
Supplement


 


This 2010 Supplement is supplemental to the
2010 Indenture and the 2010 Indenture shall henceforth be read in conjunction
with this 2010 Supplement and all the provisions of the 2010 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
2010 Indenture and of this 2010 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 2010 Indenture.


 


2.2                                                                               Notice to
Warrantholders


 


The Company shall promptly upon execution of
the 2010 Supplement: (i) issue a press release describing the Plan of
Arrangement and this 2010 Supplement; and (ii) give notice of its
execution of this 2010 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 2010 INDENTURE


 


3.1                                                                               Definitions


 


Pursuant to the Adjustment Provisions and the
2010 Supplement, except as otherwise expressly provided or unless the context
otherwise provides:


 


(a)                                         the
definition of “Exchange” in
Section 1.1 of the 2010 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 2010 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:


 


3

















 


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


 


3.2                                                                               Adjustment
Provisions


 


Pursuant to the Adjustment Provisions:


 


(a)                                         each
2010 Warrant entitles the holder thereof to purchase the Share Consideration,
and the Cash Consideration upon payment of the Exercise Price.  The payment of the Exercise Price will be
satisfied by setting off the $0.90 Cash Consideration payable to the warrant
holder against the $1.50 Exercise Price such that the warrant holder will be
required to deliver $0.60 cash in satisfaction of the Exercise Price, and will
receive the Share Consideration, at any time from and after the Date of Issue
of the 2010 Warrant to and including the Warrant Expiry Time, upon exercise of
the 2010 Warrant;


 


(b)                                         the
number of Shares issuable upon exercise of a 2010 Warrant is 0.052 Shares, and
references in the 2010 Indenture to the issue of Shares upon exercise of 2010
Warrants, including, but not limited to, in Paragraph 2.1(2) of the
2010 Indenture, are references to 0.052 Shares per 2010 Warrant;


 


(c)                                          all
references to “Company” in determining adjustments in Article 3 of the
2010 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 2010 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 No.: 303-762-3511


 


 


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


 


Goodmans

1900 – 355 Burrard Street




4

















 


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 pursuant to
the exercise of the 2010 Warrants in accordance with the terms of the 2010
Indenture clarified herein and the terms hereof.  Thompson Creek, Terrane and the Warrant Agent
acknowledge and agree that the certificates representing the 2010 Warrants, in
the form attached as Schedule A to the 2010 Indenture, and the form of
letter to be delivered by original U.S. purchasers attached as
Schedule B to the 2010 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
2010 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 2010 Supplement such that the new or replacement document reflects the
clarifications made herein and the terms hereof.


 


3.5                                                                               2010
Indenture


 


The 2010 Indenture shall be and continue to be
in full force and effect, unamended, except as provided herein, and the Company
hereby confirms the 2010 Indenture in all other respects.


 


3.6                                                                               Counterparts
and Formal Date


 


This 2010 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 2010 Supplement.


 


[SIGNATURE PAGE TO FOLLOW]


 


5

















 


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 2010 Terrane Warrant Indenture]