Exhibit 10.11


 


FRAME CONTRACT


 


THIS FRAME CONTRACT (this “Agreement”) is made as of June 12, 1997
by and among Thompson Creek Mining Ltd. (“TCM”), Nissho Iwai Moly Resources, Inc.
(“NIM”), Thompson Creek Metals Company, LLC (“Metals”) and Nissho Iwai Corporation
(“NIC”).


 


RECITALS:


 


A.       TCM and NIM have entered
into an Exploration, Development and Mine Operating Agreement (the “Operating
Agreement”) which Operating Agreement established the Endako Joint Venture (“Endako”)
for the operation of the Endako Mine and Processing Facility.


 


B.        TCM, NIM, Metals and NIC have entered
into a Sales Representative Agreement dated June 12, 1997 (the “Sales
Agreement”) whereby Metals and NIC have been appointed as exclusive sales
representatives for molybdenum products (“Product”) produced at the Endako Mine
located near Prince George, British Columbia (the “Endako Mine”).


 


C.        As a condition to NIC’s
receipt of funding necessary to provide financing for the acquisition of the
Endako Mine, the parties hereto desire to confirm their mutual understanding
regarding the allocation of Product to NIC for sale to its customers.


 


NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:


 


1.         NIC shall be the
exclusive sales representative for the sale of Product to customers in Japan
and other Asian markets as agreed by the parties (collectively, the “Territory”)
for purposes of this Agreement, “Product” shall include, among the other
products produced at the Endako Mine, roasted molybdenum concentrate
(specifications: Mo: 57% min.; P: 0.05% max.; Cu: 0.30% max; Pb: 0.05% max.; S:
0.10% max., unless otherwise agreed among the parties).


 


2.         NIC shall be entitled
to import into Japan an amount equal to fifty percent (50%) of the Endako Mine’s
anticipated annual production of Product for resale to its customers in the
Territory, subject to its ability to sell such amount at terms and prices
acceptable to Endako and any re-allocation of Product due to a decrease in
production resulting from a force majeure event at the Endako Mine.


 


3.         Endako shall bill NIC
for the Products on a CIF basis. NIC shall remit payment for each shipment of
Product within 30 days after the Bill of Lading date for such shipment, unless
otherwise agreed among the parties.


 


4.         The term of this
Agreement shall begin on the date hereof and shall remain effective throughout
the term of the Operating Agreement or the Credit Facility Agreement dated June 9,
1997 between NIC and TCMC, whichever is longer.


 

















 


5.         Prices charged to NIC for Product shall
be mutually confirmed by NIC and TCM (as operator of Endako), based upon Endako’s
prices at the time of solicitation and shipment.


 


6.         Sales promotion and solicitation,
collection of accounts with third party customers, payment of sales expenses,
commissions and Product warranties shall be governed by the Sales Agreement. To
the extent any provision of this Agreement conflicts with the provisions of the
Sales Agreement, the provisions of the Sales Agreement shall prevail.


 


7.         This Agreement may not be assigned or
otherwise transferred by any party without the consent of the other parties
hereto.


 


8.         This Agreement and any disputes
relating to this Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia.


 


IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.


 


	
  NISSHO
  IWAI CORPORATION

  	
   

  	
  THOMPSON CREEK MINING LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
  By:

  	
  /s/ Illegible

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NISSHO IWAI MOLY RESOURCES, INC.

  	
   

  	
  THOMPSON
  CREEK METALS COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
  By:

  	
  /s/ Illegible

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  Authorized Signatory

  



 


 


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