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

  
	
  1.1                       Definitions

  	
  l

  
	
  ARTICLE
  II TERM

  	
  4

  
	
  2.1                       Term

  	
  4

  
	
  ARTICLE
  III PURCHASE AND SALE OF PRODUCT

  	
  4

  
	
  3.1                       Purchase and Sale

  	
  4

  
	
  ARTICLE
  IV PRICE AND PAYMENT

  	
  4

  
	
  4.1                       Price

  	
  4

  
	
  4.2                       Invoices

  	
  5

  
	
  4.3                       Payment

  	
  5

  
	
  4.4                       Taxes

  	
  5

  
	
  4.5                       Records; Audit

  	
  6

  
	
  ARTICLE
  V DELIVERY

  	
  6

  
	
  5.1                       Shipping Terms

  	
  6

  
	
  5.2                       Title and Risk of Loss

  	
  6

  
	
  5.3                       Warehousing Fees

  	
  6

  
	
  5.4                       Deliveries

  	
  7

  
	
  5.5                       Freight and Insurance

  	
  7

  
	
  ARTICLE
  VI WEIGHTS AND ASSAYS; NON-CONFORMING SOJITZ PRODUCT

  	
  7

  
	
  6.1                       Weights and Assays

  	
  7

  
	
  6.2                       Non-Conforming Sojitz Product

  	
  7

  
	
  6.3                       Claims

  	
  7

  
	
  ARTICLE
  VII WARRANTIES

  	
  8

  
	
  7.1                       Representations and Warranties
  of TCMC

  	
  8

  
	
  7.2                       Representations, Warranties and
  Covenants of Sojitz

  	
  9

  
	
  ARTICLE
  VIII MINE PLANS; BUDGETS; CONDUCT OF PHASE 6 OPERATIONS

  	
  10

  
	
  8.1                       Mine Plans and Budgets

  	
  10

  
	
  8.2                       Reports

  	
  10

  
	
  8.3                       Conduct of Phase 6 Operations

  	
  10

  



 

















 


	
   

  	
  Page

  
	
  ARTICLE
  IX FORCE MAJEURE

  	
  10

  
	
  9.1                       Force Majeure

  	
  10

  
	
  ARTICLE
  X OTHER COVENANTS OF THE PARTIES

  	
  11

  
	
  10.1                Default

  	
  11

  
	
  10.2                No Partnership

  	
  11

  
	
  10.3                Tax Matters

  	
  11

  
	
  10.4                Dispute Resolution

  	
  11

  
	
  10.5                Confidentiality

  	
  12

  
	
  10.6                Sojitz’ Right to Inspect
  Property

  	
  12

  
	
  10.7                Trademarks and Intellectual
  Property

  	
  13

  
	
  10.8                No Implied Covenants

  	
  13

  
	
  10.9                No Third Party Beneficiaries

  	
  13

  
	
  10.10         Parties in Interest

  	
  13

  
	
  10.11         Assignment

  	
  13

  
	
  10.12         Survival

  	
  14

  
	
  10.13         Notices

  	
  14

  
	
  10.14         Governing Law; Venue; Waiver of
  Trial by Jury

  	
  14

  
	
  10.15         Entire Agreement

  	
  15

  
	
  10.16         Modification; Waiver

  	
  15

  
	
  10.17         Mutual Agreement

  	
  15

  
	
  10.18         Severability

  	
  15

  
	
  10.19         Headings

  	
  15

  
	
  10.20         Counterparts

  	
  15

  



 


EXHIBIT
A — Budget


 


EXHIBIT
B — Mine Plan


 


 


ii





















 


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


 


 


1

















 


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.


 


 


2

















 


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.


 


 


3

















 


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


 


2.1                    Term.  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


 


3.1                    Purchase 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


 


4.1                    Price.  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.


 


 


4

















 


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.


 


4.3                    Payment. 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.


 


4.4                    Taxes. 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.


 


 


5

















 


4.5                    Records; 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


 


5.1                    Shipping Terms. All sales of Sojitz
Product hereunder shall be made C.I.F. Major Japanese Ports.


 


5.2                    Title 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.


 


5.3                    Warehousing 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.


 


 


6

















 


5.4                    Deliveries. TCMC shall use reasonable
efforts to deliver Sojitz Product to Sojitz in approximately equal monthly
quantities.


 


5.5                    Freight 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


 


6.1                    Weights 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.


 


6.2                    Non-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.


 


6.3                    Claims. 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


 


 


7

















 


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


 


7.1                    Representations 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


 


 


8

















 


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.


 


7.2                    Representations, 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.


 


 


9





















 


Article VIII

MINE PLANS AND BUDGETS; REPORTS; CONDUCT OF PHASE 6 OPERATIONS


 


8.1                    Mine 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.


 


8.2                    Reports. 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.


 


8.3                    Conduct 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


 


9.1                    Force 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


 


10.1              Default.


 


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.


 


10.2                         No
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.


 


10.3                         Tax 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.


 


10.4                         Dispute
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.


 


10.5              Confidentiality.


 


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.


 


10.6              Sojitz’ 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.


 


10.7                    Trademarks 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.


 


10.8                    No Implied Covenants. There are no
implied covenants contained in this Agreement other than those of good faith
and fair dealing.


 


10.9                    No 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.


 


10.10              Parties in Interest. This Agreement
shall be binding upon the parties hereto and their respective successors and
permitted assigns.


 


10.11              Assignment. 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

















 


10.12              Survival. 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.


 


10.13              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 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

  



 


10.14              Governing 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

















 


 


10.15              Entire 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.


 


10.16              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.


 


10.17              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.


 


10.18              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.


 


10.19              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.


 


10.20              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.


 


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