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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 



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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 90th 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. 


10







 

 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 17th 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. 


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        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	
 	

 




 

 14








 



































   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. 



17







 

	(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




 

 18











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