Attached files

file filename
EX-3.1 - EXHIBIT 3.1 - Thompson Creek Metals Co Inc.a2196894zex-3_1.htm
EX-31.1 - EXHIBIT 31.1 - Thompson Creek Metals Co Inc.a2196894zex-31_1.htm
EX-24.1 - EXHIBIT 24.1 - Thompson Creek Metals Co Inc.a2196894zex-24_1.htm
EX-32.2 - EXHIBIT 32.2 - Thompson Creek Metals Co Inc.a2196894zex-32_2.htm
EX-10.3 - EXHIBIT 10.3 - Thompson Creek Metals Co Inc.a2196894zex-10_3.htm
EX-32.1 - EXHIBIT 32.1 - Thompson Creek Metals Co Inc.a2196894zex-32_1.htm
EX-31.2 - EXHIBIT 31.2 - Thompson Creek Metals Co Inc.a2196894zex-31_2.htm

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2009

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File Number: 001-33783

LOGO

THOMPSON CREEK METALS COMPANY INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)
  98-0583591
(I.R.S. Employer Identification No.)

26 West Dry Creek Circle, Suite 810, Littleton, CO
(Address of principal executive offices)

 

80120
(Zip code)

(303) 761-8801
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Name of each exchange on which registered:
Common Stock   New York Stock Exchange
Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act. Yes o    No ý

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o    No ý

          As of February 23, 2010, there were of record 139,566,091 shares of Common Stock, no par value, outstanding.

          The aggregate market value of the shares of Common Stock (based upon the closing price on such date as reported on the New York Stock Exchange—Composite Transactions) of the registrant held by non affiliates was approximately $1,860.8 million.

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

Part III:

 

Proxy statement for 2010 Annual and Special Meeting of Stockholders



EXPLANATORY NOTE

        This Amendment No. 1 amends Thompson Creek Metals Company Inc.'s (the "Corporation") Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission on February 25, 2010 (the "Original Filing"). The Corporation is filing this Amendment No. 1 to (i) amend Item 6. Selected Financial Data to correct the label "Income from mining and processing" to read "Revenue less cost of sales" included in the table "Statement of Operations Data", (ii) amend Item 7. and 7A., Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosure About Market Risk, of Part II to correct (a) the amount of cash generated by operating activities and to correct the label "Income from mining and processing" to read "Revenue less cost of sales", both of which are included in the "Selected Consolidated Financial and Operational Information" and "Summary of Quarterly Results" tables and the section entitled "Financial Review—Three Months Ended December 31, 2009 (unaudited)—Cash Flows," and (b) the amount of selling and marketing, and accretion included in the table in the section entitled "Operations Review—Thompson Creek Mine" for the three months and year ended December 31, 2009, as well as the narrative explanation of variances for selling and marketing for the 2009 periods in such section under the subheading "Cost of sales," (iii) amend Item 9A., Controls and Procedures, of Part II to include additional information regarding the Corporation's disclosure controls and procedures for fiscal year 2008, (iv) amend Item 15., Exhibits, Financial Statement Schedules, of Part IV to make certain revisions to the exhibit index and file with this Amendment No. 1 Exhibit 3.1 and refile with this Amendment No. 1 a corrected Exhibit 10.3 and 24.1, and (v) include the conformed signature of the Corporation's Chairman and Chief Executive Officer, Kevin Loughrey, and the Corporation's Chief Financial Officer and Vice President, Finance, Pamela L. Saxton. Both Mr. Loughrey and Ms. Saxton manually signed the original copy of the report, but their signatures were inadvertently omitted from the signature page of the Original Filing.

        In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company's Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Amendment No. 1. Except as described above, all other information included in the Original Filing remains unchanged. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.



PART II

Item 6.    SELECTED FINANCIAL DATA

        The following selected consolidated financial data is derived from the Corporation's audited consolidated financial statements. The consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The consolidated financial statements for fiscal years ended December 31, 2008, 2007 and 2006 presented herein were recast from generally accepted accounting principles in Canada ("Canadian GAAP") to US GAAP. These historical results are not necessarily indicative of results for any future period. The following table includes the adjusted non-GAAP financial measures "adjusted net income", "adjusted net income per share—basic", and "adjusted net income per share—diluted". For a definition of these adjusted non-GAAP measures and reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, please read "Non-GAAP Financial Measures" in Item 7 of this Annual Report on Form 10-K.

1


 
  Years Ended December 31,  
 
  2009   2008   2007   2006(a)  
 
  (US dollars in millions, except
per share amounts)

 

Statement of Operations Data:

                         

Revenue

                         
 

Molybdenum sales

  $ 361.9   $ 992.2   $ 891.1   $ 147.7  
 

Tolling, calcining and other

    11.5     19.2     23.3     3.1  
                   

    373.4     1,011.4     914.4     150.8  
                   

Cost of sales

                         
 

Operating expenses

    241.3     557.4     588.8     147.3  
 

Selling and marketing

    6.2     10.1     9.0     1.2  
 

Depreciation, depletion and amortization

    43.4     40.0     48.2     4.7  
 

Accretion expense

    1.4     1.7     1.7     0.1  
                   

    292.3     609.2     647.7     153.3  
                   

Revenue less cost of sales

    81.1     402.2     266.7     (2.5 )

Other (income) expenses

    135.1 (b)   104.8     65.4     26.2  

Income and mining taxes (benefit)

    2.0     124.3     61.7     (7.6 )
                   

Net (loss) income

  $ (56.0 )(b) $ 173.1   $ 139.6   $ (21.1 )
                   

Net (loss) income per share

                         
 

—basic

  $ (0.44 )(b) $ 1.45   $ 1.27   $ (0.37 )
 

—diluted

  $ (0.44 )(b) $ 1.31   $ 1.10   $ (0.37 )

Basic weighted-average shares outstanding

   
127.5
   
119.5
   
110.2
   
57.7
 

Diluted weighted-average shares outstanding

    127.5     131.7     126.6     57.7  

Adjusted non-GAAP Measures:(c)

                         

Adjusted net income(c)

  $ 37.4 (c) $ 241.3   $ n/a   $ n/a  

Adjusted net income per share—basic(c)

  $ 0.29 (c) $ 2.02   $ n/a   $ n/a  

Adjusted net income per share—diluted(c)

  $ 0.29 (c) $ 1.83   $ n/a   $ n/a  

Other Financial Data:

                         

Cash generated by operating activities

  $ 105.9   $ 389.0   $ 148.4   $ 75.4  

Capital expenditures

  $ 66.1   $ 101.3   $ 14.7   $ 4.5  

Balance Sheet Data as of December 31:

                         

Cash and cash equivalents

  $ 158.5   $ 258.0   $ 113.7   $ 98.1  

Short-term investments

  $ 353.0   $   $   $  

Total assets

  $ 1,344.6   $ 1,046.4   $ 1,083.0   $ 899.9  

Total debt

  $ 12.9   $ 17.3   $ 237.4   $ 397.8  

Total liabilities

  $ 359.2 (b) $ 255.8   $ 612.0   $ 675.7  

Shareholders' equity

  $ 985.4 (b) $ 790.6   $ 471.0   $ 224.2  

(a)
The 2006 period is from inception (October 26, 2006) through December 31, 2006.

(b)
On January 1, 2009 the Corporation adopted the guidance issued by the Emerging Issues Task Force ("EITF"), which requires our outstanding common stock purchase warrants to be accounted for as a derivative with changes in the fair market value recorded in net income (loss). Net loss for 2009 includes a non-cash unrealized loss of $93.4 million, or $(0.73) per basic and diluted share.

(c)
See "Non-GAAP Financial Measures" in Item 7 of this Annual Report on Form 10-K for the definition and calculation of these non-GAAP measures.

2


ITEM 7. and 7A.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        This Management's Discussion and Analysis ("MD&A") of consolidated financial condition and results of operations of Thompson Creek was prepared as of February 25, 2010, and should be read in conjunction with the Consolidated Financial Statements in Item 8 and Risk Factors in Item 1A of this Annual Report on Form 10-K.

        The Corporation determined that as of June 30, 2009 more than 50% of its outstanding shares were held by US residents. Therefore, as of January 1, 2010, the Corporation is a domestic registrant and is required to comply with US Securities and Exchange Commission public reporting filing requirements. As a result, the consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US ("US GAAP"). Prior to becoming a domestic registrant in the US, the Corporation prepared its consolidated financial statements in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"). The consolidated financial statements for prior periods presented herein were recast from Canadian GAAP to US GAAP. Material measurement differences between US GAAP and Canadian GAAP are described in Note 22 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

        All dollar amounts are expressed in US dollars unless otherwise indicated. Additional information on the Corporation is available on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com

Business Overview

        Thompson Creek is a North American molybdenum mining company, governed by the laws of British Columbia, with vertically integrated mining, milling, processing and marketing operations in Canada and the US. The Corporation's operations include the Thompson Creek Mine (mine and mill) in Idaho, the Langeloth Facility in Pennsylvania and a 75% joint venture interest in the Endako Mine (mine, mill and roaster) in British Columbia. In addition, the Corporation has two underground molybdenum development projects comprised of the Davidson Project, located in British Columbia, and an option to acquire up to 75% of the Mount Emmons Project, located in Colorado.

Highlights 2009

    Net loss for 2009 was $56.0 million, or $0.44 per basic and diluted common share, which included a non-cash unrealized loss on common share purchase warrants of $93.4 million, or $0.73 per basic and diluted common share. Non-GAAP adjusted net income for the year (excluding the non-cash unrealized loss on the warrants) was $37.4 million, or $0.29 per basic and diluted common share. See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income.

    Non-cash unrealized loss on common stock purchase warrants of $93.4 million for 2009 was the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss).

    Consolidated revenues for 2009 were $373.4 million, down approximately 63% from 2008 as a result of significantly lower molybdenum sales prices. The average realized sales price for molybdenum for the year was $11.28 per pound, down 62% from $30.04 per pound for 2008.

    Mined molybdenum production in 2009 was 25.3 million pounds, down 3% from 26.0 million pounds in 2008.

3


    Average cash cost per pound produced for 2009 was $5.84 per pound, compared to $7.54 per pound in 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound.

    Operating cash flows were $105.9 million for 2009, compared to $389.0 million in 2008.

    Capital expenditures incurred for 2009 were $60.2 million, comprised of $39.7 million of capital expenditures for the mines and Langeloth Facility together with $20.5 million of capital costs for the mill expansion project at the Endako Mine (75% share).

    Total cash, cash equivalents and short-term investments at December 31, 2009 were $511.5 million, compared to $258.0 million as of December 31, 2008. On September 16, 2009, the Corporation completed an equity issuance of 15.5 million shares and received $194.6 million in net proceeds. Total debt as of December 31, 2009 was $12.9 million compared to $17.3 million as of December 31, 2008.

Outlook

Molybdenum Market

        In September 2008, the price for molybdenum oxide was over $30 per pound. The price declined dramatically during the fourth quarter of 2008 and the first four months of 2009, reaching a low of $7.70 per pound in April 2009. This decline was primarily due to the collapse in demand from the steel industry for molybdenum bearing grades of steel. During June through August of 2009, the price of molybdenum rose sharply, reaching a year-to-date high of $18.30 per pound in August 2009. The price of molybdenum was volatile during the remainder of 2009, with the average Platts Metals Week published price for molybdenum oxide of $11.53 per pound for the fourth quarter of 2009 (with a weekly low of $10.60 per pound in November 2009) and $11.29 per pound for the month of December 2009.

        At the start of 2010, the molybdenum price began to increase. By January 18, the average Platts Metals Week published price for molybdenum oxide for the week had increased to $15.00 per pound, and for the week of February 22, 2010, the average Platts Metals Week published price for molybdenum oxide was $16.75 per pound.

        The Corporation expects that demand from Western and Japanese steel mills will continue to improve and imports of molybdenum into China will diminish. However, the Corporation believes that the price of molybdenum will depend on the pace of re-supply from Chinese mines in addition to the pace of improving demand from Western and Japanese steel mills. Nonetheless, the Corporation expects that the demand and sales price for molybdenum will increase within the next 18 months and, for this reason among others, the Corporation's Board of Directors approved the resumption of the mill expansion at its 75%-owned Endako Mine (subject to the joint venture partner approval) during the third quarter of 2009.

        There can be no assurance, however, that molybdenum demand will strengthen or that molybdenum prices will further improve. Any significant weakness in demand or reduction in molybdenum prices may have a material adverse effect on the Corporation's operating results and financial condition.

Operations

        For 2010, the Corporation expects molybdenum production volumes to be 29 to 32 million pounds, with the Thompson Creek Mine at approximately 22 to 24 million pounds and the 75% share of the Endako Mine at 7 to 8 million pounds (unchanged from previous guidance). For 2010, anticipated average cash costs per pound produced are estimated at $6 to $7 per pound, with $5.50 to $6.50 per

4



pound at the Thompson Creek Mine and $7 to $8 per pound at the Endako Mine (assuming a US$1=C$1.05), which is unchanged from previous guidance. For the Endako Mine, a $0.01 change in the Canadian foreign exchange rate would result in a $0.10 change in the cash cost per pound produced.

        The Corporation expects to sell 27 to 30 million pounds of its mined production (unchanged from previous guidance). The Corporation has some flexibility in building or depleting inventory levels depending upon the economic conditions and the related demand and sales price for molybdenum. The Langeloth Facility is planning a five-week shut-down in late April 2010 for maintenance and repairs. The Corporation expects to build inventory through the first four months of 2010 in anticipation of this shut-down. For 2010, the Corporation currently has forward sales contracts for approximately 1.5 million pounds at an average fixed-price of $14.54 per pound for molybdenum oxide.

        Capital expenditures for 2010 are expected to be $298 million, comprised of $89 million in capital expenditures for the mines and Langeloth Facility and $209 million for its 75% share of capital expenditures required for the mill expansion project at the Endako Mine (unchanged from previous guidance). The mill expansion project at the Endako Mine includes the construction of a new, modern Endako mill, which will replace the existing 45-year-old mill and raise ore-processing capacity from the existing 31,000 tons per day to 55,000 tons per day. Operating permits required by the mill expansion are proceeding, including the development of a closure plan for expanded waste dumps and tailing facilities and minor amendments to the Mining Act permit. Consultations with First Nations (local Aboriginal peoples) by the Corporation and the government of British Columbia ("BC Government") pertaining to these permits are proceeding.

        In 2010, the Corporation expects to conduct exploration drilling at both of its operating mines totaling $2 to $4 million (unchanged from previous guidance). For 2010, the Corporation expects to spend approximately $7 to $9 million under the option agreement with U.S. Energy Corporation on the Mount Emmons Project for an ongoing pre-feasibility study, further engineering evaluations, and ongoing project maintenance (unchanged from previous guidance). The Corporation is conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis. As a result, the Corporation expects to have minimal expenditures on the Davidson Project in 2010 (unchanged from previous guidance).

5


Selected Consolidated Financial and Operational Information

 
  Three months
ended
December 31,
  Years ended December 31,  
(US$ in millions except per share and per pound amounts)
  2009   2008(1)   2009   2008(1)   2007(1)  
 
  (unaudited)
   
   
   
 

Financial

                               

Revenue

                               
 

Molybdenum sales

  $ 103.3   $ 176.5   $ 361.9   $ 992.2   $ 891.1  
 

Tolling, calcining and other

    2.9     5.1     11.5     19.2     23.3  
                       

    106.2     181.6     373.4     1,011.4     914.4  
                       

Cost of sales

                               
 

Operating expenses

    68.1     86.8     241.3     557.4     588.8  
 

Selling and marketing

    1.6     2.0     6.2     10.1     9.0  
 

Depreciation, depletion and amortization

    11.4     12.1     43.4     40.0     48.2  
 

Accretion expense

    0.4     0.3     1.4     1.7     1.7  
                       

    81.5     101.2     292.3     609.2     647.7  
                       

Revenue less cost of sales

    24.7     80.4     81.1     402.2     266.7  

Other (income) expenses

    4.1     68.7     135.1     104.8     65.4  

Income and mining taxes (benefit)

    (5.4 )   35.5     2.0     124.3     61.7  
                       

Net income (loss)

  $ 26.0   $ (23.8 ) $ (56.0 ) $ 173.1   $ 139.6  
                       

Net income (loss) per share:

                               
   

Basic

  $ 0.19   $ (0.19 ) $ (0.44 ) $ 1.45   $ 1.27  
   

Diluted

  $ 0.18   $ (0.19 ) $ (0.44 ) $ 1.31   $ 1.10  

Cash generated by operating activities

  $ 38.2   $ 173.1   $ 105.9   $ 389.0   $ 148.4  

Adjusted non-GAAP Measures:(2)

                               

Adjusted net income(2)

  $ 20.4   $ 44.4   $ 37.4   $ 241.3   $ n/a  

Adjusted net income per share—basic(2)

  $ 0.15   $ 0.36   $ 0.29   $ 2.02   $ n/a  

Adjusted net income per share—diluted(2)

  $ 0.14   $ 0.36   $ 0.29   $ 1.83   $ n/a  

Operational Statistics (unaudited)

                               

Mined molybdenum production (000's lb)(3)

    6,268     7,773     25,260     26,045     16,366  

Cash cost ($/lb produced)(4)

  $ 6.61   $ 6.01   $ 5.84   $ 7.54   $ 10.03  

Molybdenum sold (000's lb):

                               
 

Thompson Creek and Endako Mine product

    6,889     6,558     27,389     22,349     19,477  
 

Purchased and processed product

    1,464     1,565     4,683     10,681     11,492  
                       

    8,353     8,123     32,072     33,030     30,969  
                       

Average realized price ($/lb)(2)

  $ 12.37   $ 21.72   $ 11.28   $ 30.04   $ 28.77  
                       

(1)
Recast in US GAAP.

(2)
See "Non-GAAP Financial Measures" for the definition and calculation of these non-GAAP measures.

(3)
Mined production pounds reflected are molybdenum oxide and high performance molybdenum disulfide ("HPM") from the Corporation's share of production from the mines; excludes molybdenum processed from purchased product.

(4)
Weighted-average of Thompson Creek Mine and Endako Mine cash costs (mining, milling, roasting and packaging) for molybdenum oxide and HPM produced in the period, including all stripping costs. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide on site, includes an estimated molybdenum loss, an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs. See "Non-GAAP Financial Measures" for additional information.

6


 
  December 31,
2009
  December 31,
2008(1)
 

Cash and cash equivalents

  $ 158.5   $ 258.0  

Short-term investments

  $ 353.0   $  

Total assets

  $ 1,344.6   $ 1,046.4  

Total debt

  $ 12.9   $ 17.3  

Total liabilities

  $ 359.2   $ 255.8  

Shareholders' equity

  $ 985.4   $ 790.6  

Shares outstanding (000's)

    139,511     122,253  

(1)
Recast in US GAAP.

7


Summary of Quarterly Results
(US$ in millions except per share and per pound amounts—unaudited and recast in US GAAP)

 
  Dec 31
2009
  Sep 30
2009
  Jun 30
2009
  Mar 31
2009
  Dec 31
2008
  Sep 30
2008
  Jun 30
2008
  Mar 31
2008
 

Financial

                                                 

Revenue

  $ 106.2   $ 114.4   $ 74.0   $ 78.8   $ 181.6   $ 331.1   $ 243.9   $ 254.8  

Revenue less cost of sales

  $ 24.7   $ 38.1   $ 9.8   $ 8.5   $ 80.4   $ 148.3   $ 103.3   $ 70.2  

Net income (loss)

  $ 26.0   $ (1.4 ) $ (89.3 ) $ 8.7   $ (23.8 ) $ 94.8   $ 59.5   $ 42.6  

Income (loss) per share:

                                                 
 

—basic

  $ 0.19   $ (0.01 ) $ (0.73 ) $ 0.07   $ (0.19 ) $ 0.76   $ 0.51   $ 0.38  
 

—diluted

  $ 0.18   $ (0.01 ) $ (0.73 ) $ 0.07   $ (0.19 ) $ 0.69   $ 0.44   $ 0.33  

Adjusted non-GAAP Measures:(1)

                                                 

Adjusted net income (loss)(1)

  $ 20.4   $ 14.3   $ (6.3 ) $ 9.0   $ 44.4   $ n/a   $ n/a   $ n/a  

Adjusted net income (loss) per share:(1)

                                                 
 

—basic(1)

  $ 0.15   $ 0.11   $ (0.05 ) $ 0.07   $ 0.36   $ n/a   $ n/a   $ n/a  
 

—diluted(1)

  $ 0.14   $ 0.11   $ (0.05 ) $ 0.07   $ 0.36   $ n/a   $ n/a   $ n/a  

Cash generated by operating activities

  $ 38.2   $ 24.2   $ 6.1   $ 37.4   $ 173.1   $ 102.5   $ 52.8   $ 60.6  

Operational Statistics

                                                 

Mined molybdenum production (000's lb)

    6,268     6,221     6,714     6,057     7,773     6,499     6,184     5,589  

Cash cost ($/lb produced)(1)

  $ 6.61   $ 5.67   $ 5.21   $ 5.93   $ 6.01   $ 7.33   $ 8.85   $ 8.29  

Molybdenum sold (000's lb):

                                                 
 

Thompson Creek and Endako Mine

    6,889     7,445     6,505     6,549     6,558     6,879     4,830     4,082  
 

Purchased and processed product

    1,464     1,324     997     898     1,565     3,044     2,500     3,572  
                                   

    8,353     8,769     7,502     7,447     8,123     9,923     7,330     7,654  
                                   

Average realized price ($/lb)(1)

  $ 12.37   $ 12.75   $ 9.41   $ 10.14   $ 21.72   $ 32.85   $ 32.68   $ 32.69  
                                   

(1)
See "Non-GAAP Financial Measures" for the definition and calculation of these non-GAAP measures.

Financial Review

Three Months Ended December 31, 2009 (Unaudited)

Net Income

        Net income for the three months ended December 31, 2009 was $26.0 million or $0.19 per basic share and $0.18 per diluted share, compared to net loss of $(23.8) million, or $(0.19) per basic share and diluted share, for the same period in 2008. Net income for the fourth quarter of 2009 includes a non-cash unrealized gain on common share purchase warrants of $5.6 million, or $0.04 per basic share and diluted share. This non-cash unrealized gain on common stock purchase warrants of $5.6 million for the fourth quarter of 2009 is the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss). The 2008 fourth quarter included a non-cash write-down of goodwill of $68.2 million. Non-GAAP adjusted net income for the 2009 quarter (excluding the non-cash unrealized gain on the warrants) was $20.4 million ($0.15 per basic share and $0.14 per diluted share). Non-GAAP adjusted net income for 2008 (excluding the non-cash goodwill impairment) was $44.4 million ($0.36 per basic share and diluted share). See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income.

        During the 2009 fourth quarter the Corporation granted stock options and, as a result, the 2009 fourth quarter also included total stock-based compensation expense (after-tax) of $2.9 million. There

8



was no comparable stock option grant in the 2008 quarter. The 2008 fourth quarter also included an after-tax valuation allowance against the carrying value of finished goods inventories of $2.9 million.

        Revenues for the three months ended December 31, 2009 were $106.2 million, down $75.4 million or 42% from $181.6 million for the same period in 2008. The average realized sales price for molybdenum for the fourth quarter of 2009 was $12.37 per pound, down 43% from $21.72 per pound for the fourth quarter of 2008. Molybdenum sold from the Corporation's mines in the fourth quarter of 2009 was 6.9 million pounds, up 5% from 6.6 million pounds sold in the same period in 2008. Sales volumes from third party product purchased, processed and resold were 1.5 million pounds for the fourth quarter of 2009 compared to 1.6 million pounds for the same period in 2008. Revenues from toll roasted material for third parties were down 43% in the fourth quarter of 2009 relative to the same period in 2008 due to lower demand for these services in 2009 compared to 2008.

        Operating expenses for the three months ended December 31, 2009 were $68.1 million, down $18.7 million or 22% from $86.8 million for the same period in 2008. Prices for third party molybdenum purchases (that were purchased, processed and resold) were down significantly during the fourth quarter of 2009 from the same quarter of 2008 which was the primary reason for the decline in operating expenses in the 2009 quarter.

        The non-GAAP financial measure of cash cost per pound produced from the Corporation's mines increased in the fourth quarter of 2009 to $6.61 per pound produced from $6.01 per pound produced for the comparable quarter in 2008. The increase in the cash cost per pound produced was primarily due to decreased production as a result of lower tons milled from the Thompson Creek Mine in the fourth quarter of 2009 compared to the fourth quarter of 2008 and higher repairs and maintenance costs at the Thompson Creek Mine in the fourth quarter of 2009. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 was $11.4 million compared to $12.1 million for the fourth quarter of 2008. This decrease was primarily due to the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third quarter of 2009, which was partially offset by the higher volume of molybdenum sold in the fourth quarter of 2009 compared to the fourth quarter of 2008. Product inventory costs include depreciation, depletion and amortization.

        Total other (income) expense for the fourth quarter of 2009 was $4.1 million compared to $68.7 million for the fourth quarter of 2008. The fourth quarter of 2009 included an unrealized gain on common stock warrants of $5.6 million. The fourth quarter of 2008 included a write-down of goodwill of $68.2 million and a foreign exchange gain of $16 million. Additionally, during the fourth quarter of 2008, the US dollar ("US$") strengthened against the Canadian dollar ("C$"), which resulted in a foreign exchange gain on US$ cash balances that have the C$ as their measurement currency.

        The Corporation had a net tax benefit for the fourth quarter of 2009 of $5.4 million compared to net tax expense of $35.5 million for the fourth quarter of 2008. The fourth quarter of 2009 was impacted by a re-evaluation of US state income taxes, which resulted in a net tax benefit for the quarter. Additionally, the non-cash unrealized gain on common stock purchase warrants during the fourth quarter of 2009 did not generate any income tax expense. For the fourth quarter of 2008, the non-cash goodwill impairment did not generate any tax benefit. Income and mining taxes for the fourth quarter of 2009 also benefitted by proportionately higher percentage depletion deduction and foreign tax differences compared to the fourth quarter of 2008 primarily due to lower average realized molybdenum prices which reduced taxable income.

9


Cash Flows

        Cash generated by operating activities for the three months ended December 31, 2009 was $38.2 million compared to $173.1 million for the same period in 2008. This decline in cash flow from operations was primarily a result of lower average realized sales prices on molybdenum sales in the 2009 fourth quarter compared to the 2008 fourth quarter.

Three Years Ended December 31, 2009

Net Income (Loss)

        Net loss for the year ended December 31, 2009 was $56.0 million (or $0.44 per basic share and diluted share), compared to net income of $173.1 million in 2008 (or $1.45 per basic share and $1.31 per diluted share). Net loss for 2009 includes a non-cash unrealized loss on common share purchase warrants of $93.4 million, or $0.73 per basic share and diluted share. This non-cash unrealized loss on common stock purchase warrants of $93.4 million for 2009 is the result of a requirement under US GAAP to account for the Corporation's outstanding common stock purchase warrants as a derivative, with changes in the fair market value recorded in net income (loss) in each reporting period beginning January 1, 2009. Non-GAAP adjusted net income for 2009 (excluding the non-cash unrealized loss on the warrants) was $37.4 million ($0.29 per basic share and diluted share). Non-GAAP adjusted net income for 2008 (excluding the non-cash goodwill impairment) was $241.3 million ($2.02 per basic share and $1.83 per diluted share). See "Non-GAAP Financial Measures" below for the definition and calculation of adjusted net income. Net loss for 2009 also included an after-tax compensation charge of $2.8 million (or $0.02 per basic share and diluted share) related to a voluntary stock option surrender program completed in June 2009, and an after-tax foreign exchange loss of $10.7 million (or $0.08 per basic share and diluted share).

        Net income for 2008 was $173.1 million (or $1.45 per basic share and $1.31 per diluted share) compared to $139.6 million for the year ended December 31, 2007 (or $1.27 per basic share and $1.10 per diluted share). During 2008, the Corporation recorded a charge of $68.2 million related to the write-down of goodwill, and an after-tax impairment of $3.0 million on finished goods inventories.

Revenues

        Revenues for 2009 were $373.4 million, down $638 million or 63% from $1,011.4 million for 2008. The average realized sales price for molybdenum for 2009 was $11.28 per pound, down 62% from $30.04 per pound for 2008. Molybdenum sold from the Corporation's mines during 2009 was 27.4 million pounds, up 5.1 million pounds from 22.3 million pounds sold in the prior year. Sales volumes in 2008 were impacted by less product being available for sale during 2008 due to lower production at the Corporation's mines during the fourth quarter of 2007. Sales volume from third party product purchased, processed and resold was 4.7 million pounds for 2009 compared to 10.7 million pounds for 2008. This volume variance was primarily due to increased purchases during the fourth quarter of 2007 and the first quarter of 2008 in order to meet 2008 sales demand. Revenues from toll roasted material for third parties were down approximately 40% in 2009 compared to 2008 due to lower demand for these services in the current year.

        Revenues for 2008 were up $97.0 million or 11% from $914.4 million for 2007. This increase reflected higher molybdenum sales volume and higher average realized sales prices in 2008. Molybdenum sold from the Corporation's mines in 2008 was up 15% from 19.5 million pounds sold in 2007. Sales volumes in 2008 were higher than 2007 primarily due to increased production levels. The average realized sales price for molybdenum sales in 2008 was $30.04 per pound compared to $28.77 per pound in 2007. The volume of material toll roasted and processed for third parties was down 7% in 2008 relative to 2007 due to lower demand for these services in 2008.

10


Operating expenses

        Operating expenses for 2009 were $241.3 million, down $316.1 million or 57% from $557.4 million for 2008. Sales volumes and related costs for the third party material that was purchased, processed and resold were down significantly during 2009 compared to 2008 which was the primary reason for the significant decline in operating expenses in 2009. Additionally, operating expenses declined due to a lower cash cost per pound produced from the Corporation's mines in 2009 compared to 2008.

        The non-GAAP financial measure of cash cost per pound produced from the Corporation's mines declined in 2009 to $5.84 per pound produced from $7.54 per pound produced for 2008. See "Non-GAAP Financial Measures" below for the definition and calculation of cash cost per pound produced. The decline in the cash cost per pound produced was primarily due to a higher ore grade at the Thompson Creek Mine together with lower mining and milling costs from both of the Corporation's mines as a result of planned cost reduction measures in 2009. In addition, the 2009 cash cost per pound produced reflected lower costs for grinding media and consumables compared to 2008 combined with favorable foreign exchange rates (converting C$ costs to US$ costs). Offsetting the above, the 2009 cash costs were impacted by a two-week planned shutdown at both mines in the third quarter of 2009, which reduced production in the third quarter of 2009.

        Operating expenses for 2008 were $557.4 million, down $31.4 million or 5% from $588.8 million in 2007. The comparative operating expense amount for 2007 included $29.6 million in non-cash costs related to fair value adjustments arising from the purchase price allocated to inventory on hand at the acquisition of Thompson Creek USA which were sold in the 2007 period, with no comparable item in the 2008 period. For 2008, operating expenses included a finished goods inventory write-down of $4.9 million ($2.9 million after-tax) as a result of the sharp decline in molybdenum prices during the fourth quarter of 2008. After adjusting for the various inventory variances for 2007 and 2008, the remaining decrease was due to a lower volume and related cost of third party molybdenum product purchased, processed and resold in 2008 compared to 2007.

        The non-GAAP financial measure of cash cost per pound produced in 2008 decreased to $7.54 per pound produced from $10.03 per pound produced in 2007. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. The decline in cash cost per pound produced was primarily due to increased production in 2008 as a result of higher ore grades, recoveries and throughput at the Corporation's mines, which were partially offset by higher labor costs, higher milling costs (due primarily to higher grinding ball costs and freight costs) and higher mining costs (primarily due to increased fuel and consumption costs).

Depreciation, depletion and amortization expense

        Depreciation, depletion and amortization expense for 2009 was $43.4 million or 9% more than $40.0 million for 2008. This increase was primarily due to a draw-down of product inventory from the Corporation's mines during 2009 and a build-up of product inventory from the Corporation's mines during 2008, which resulted in higher depreciation and depletion costs in 2009 compared to 2008. Product inventory costs include depreciation, depletion and amortization. The 2009 increase was partially offset by the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third quarter of 2009.

        Depreciation, depletion and amortization expense for the year ended December 31, 2008 was $40.0 million or 17% less than $48.2 million for the year ended December 31, 2007. This decrease was primarily due to the effects of increased mineral reserve estimates established at both of the Corporation's mines in late 2007, which was partially offset by the higher volume of molybdenum sold in 2008 compared to 2007.

11


Goodwill impairment

        In 2009, the Corporation changed its impairment testing measurement date to the first of October to more closely align the impairment testing date with the Corporation's long-range planning and forecasting process. The Corporation believes that the resulting change will not delay, accelerate or avoid an impairment charge. The Corporation believes this change is preferable as this date provides additional time prior to year end to complete the impairment testing and report the results of those tests as part of the annual financial reporting to shareholders and other investors.

        The Corporation completed its annual impairment test of goodwill as of October 1, 2009. The goodwill assessment utilized the fair-value approach. The results of this impairment test did not result in an impairment charge for 2009. In 2008, the annual impairment test of goodwill resulted in a goodwill impairment charge of $68.2 million given the sharp decline in molybdenum prices at the end of 2008. The 2008 goodwill impairment charge did not have any impact on the Corporation's operating cash flows for that year. There was no goodwill impairment charge in 2007.

General and administrative expense

        General and administrative expense for 2009 was $25.1 million, which was $12.8 million lower than the 2008 expense of $37.9 million. General and administrative expense for 2009, 2008 and 2007 included $8.7 million, $13.5 million and $9.2 million, respectively, of stock-based compensation expense as required under US GAAP. Under US GAAP, stock-based compensation is included in the specific operating statement categories that include the compensation costs of the employees, officers and directors for which the stock option grant applies. The stock-based compensation for 2009 was lower than 2008 and 2007 due to a lower amount of stock options granted together with a lower Black-Scholes valuation resulting primarily from a significantly lower stock price. The 2009 stock-based compensation also included a non-cash compensation charge of $2.8 million related to a voluntary stock option surrender program, completed in June 2009, that was offered to all holders of stock options with an exercise price of C$16.19 per share and above. Under the terms of the program, options to acquire an aggregate of approximately 2.4 million common shares were voluntarily surrendered for cancellation by 55 holders, effective June 22, 2009. The non-cash compensation charge represented the remaining unamortized stock-based compensation cost for the cancelled options.

        Excluding the stock-based compensation, general and administrative expense was $16.4 million for 2009, $24.4 million for 2008 and $15.9 million for 2007. The 2009 and 2007 fiscal years were lower than 2008 primarily as a result of lower bonus accruals in 2009 and 2007 compared to 2008, costs incurred in 2008 for the transition of the corporate finance function from Vancouver to Denver, increased public company costs in 2008 related to the first year of Sarbanes-Oxley Act compliance and higher 2008 legal and consulting costs.

Exploration expense

        Exploration expense for 2009 was $6.3 million compared to $8.0 million for 2008. These expenses vary from period to period according to the type of activity being undertaken. The 2009 expenses primarily related to expenditures on the Mount Emmons Project. The 2008 exploration expenditures primarily related to the Mount Emmons Project and feasibility study and permitting work on the Davidson Project.

        Exploration expense for 2008 was $8.0 million compared to $4.6 million for 2007. This increase was primarily the result of the 2008 expenditures on the Mount Emmons Project. The 2008 and 2007 exploration expenses also included the Corporation's share of drilling activities at the Endako Mine as well as Davidson Project permitting costs.

12


Interest expense

        Interest and finance fees of $1.2 million for 2009 primarily represented interest expense on equipment loans, together with finance fees on an unused $35 million revolving credit facility. Effective February 2, 2010, the Corporation terminated its $35 million revolving credit facility.

        In 2008, interest and finance fees of $15.1 million primarily represented interest and finance fees on the first lien loan, together with interest expense on equipment loans. The first lien loan was fully repaid in the second quarter of 2008, which resulted in the elimination of the interest expense on this loan in the second half of 2008. The 2008 expense also included $4.4 million for finance fees related to the early repayment of the first lien loan.

        In 2007, interest and finance fees of $42.1 million represented interest and finance fees on the first lien loan and second lien credit facility. The 2007 expense also includes a one-time prepayment premium of $2.5 million and a $3.5 million expense for finance fees related to the early repayment of the second lien credit facility.

Interest income

        Interest income for 2009 was $1.5 million, down from $2.4 million for 2008. This was primarily the result of significantly lower average interest rates in 2009, which was partially offset by higher average outstanding cash balances in 2009.

        Interest income for 2008 was $2.4 million, down from $7.8 million for 2007. This decrease was due to significantly lower interest rates during 2008 together with lower average outstanding cash balances during 2008.

Foreign exchange gains and losses

        Foreign exchange loss for 2009 was $10.9 million compared to a gain of $21.5 million for 2008 and a loss of $2.1 million in 2007. The US$ weakened against the C$ during 2009 and 2007, which resulted in foreign exchange losses. Conversely, during 2008 the US$ strengthened against the C$, which resulted in foreign exchange gains. The exchange rates as of December 31, 2009 was US$1=C$1.05, compared to US$1=C$1.22 as of December 31, 2008 and US$1=C$0.99 as of December 31, 2007. In addition, $1.9 million, $3.2 million and $2.6 million of gains on foreign exchange derivative instruments and cash conversions from US$ to C$ were recognized in 2009, 2008 and 2007, respectively.

        Given the Corporation's offsetting US$ denominated cash positions in entities with a C$ functional currency, and C$ denominated cash positions in entities with a US$ functional currency, with other variables unchanged, each $0.10 strengthening (weakening) of the US$ against the C$ results in an insignificant impact to net income (loss).

Income and mining taxes

        Net income and mining taxes for 2009 were lower than 2008 primarily due to the significantly reduced level of taxable income as a result of significantly lower average realized molybdenum prices. Net income and mining taxes for 2009 totaled $2.0 million compared to $124.3 million for 2008. A non-cash unrealized loss on the common stock purchase warrants in 2009 and the goodwill impairment in 2008 did not generate any income tax benefit in either year. Additionally, net income and mining taxes for 2009 benefitted from a re-evaluation of US state income taxes, declining Canadian provincial income tax rates and proportionately higher percentage depletion deduction and foreign tax differences primarily due to lower average realized molybdenum prices.

        Net income and mining taxes for 2007 totaled $61.7 million, or $62.6 million lower than 2008 primarily due to a significantly lower level of taxable income.

13


Cash Flows

Operating activities

        Cash generated by operating activities for 2009 was $105.9 million compared to $389.0 million for 2008. This decline in cash flow from operations was primarily the result of lower average realized sales prices on molybdenum sales in 2009 compared to 2008, together with working capital changes related to accounts receivable and inventory.

        Cash generated by operating activities for 2008 was $389.0 million, compared to $148.4 million for 2007. This increase in cash flow from operations was mainly due to higher revenues, higher operating income and related net income for 2008, after adjusting for various non-cash special items discussed previously, together with working capital changes related to accounts receivable and inventory.

Investing activities

        Cash used in investing activities for 2009 was $412.6 million compared to $206.5 million for 2008. During 2009, the Corporation made short-term investments of $341.3 million that consisted of US and Canadian government-backed securities with maturities of greater than 90 days but less than 180 days. During 2008, there were no comparable short-term investments. Additionally, in January 2008, a $100.0 million payment was made to the former shareholder of Thompson Creek USA. This payment was in settlement of an acquisition price adjustment, which became payable based on the average market price of molybdenum in 2007.

        Cash used in investing activities for 2008 was $206.5 million compared to $19.1 million for 2007. This increase is due to the $100.0 million payment made to the former shareholder of Thompson Creek USA. Additionally, property, plant and equipment expenditures for 2008 increased by $86.6 million to $101.3 million due largely to the Corporation's share of mill expansion project costs at the Endako Mine.

Financing activities

        Cash generated by financing activities in 2009 was $200.7 million compared to cash used by financing activities of $20.9 million in 2008 and $117.4 million in 2007. During 2009, the Corporation received net proceeds of $194.6 million related to the Corporation's issuance of 15.5 million common shares and proceeds of $11.4 million related to stock option exercises. In addition, the Corporation made scheduled principal payments of $5.3 million on equipment loans.

        During 2008, the Corporation completed an equity financing for net proceeds of $218.1 million on the issuance of 10.9 million common shares and $5.8 million of proceeds were received related to stock option exercises. In 2008, the Corporation received proceeds under its credit facility of $36.5 million, which was more than offset by $262.1 million in principal payments on its long-term debt obligations, including $236.2 million to fully retire borrowings on the first lien facility, $22.5 million to retire amounts outstanding on its credit facility and $3.4 million in principal payments on equipment loans. In 2008, the Corporation also repurchased 2.8 million common shares for cancellation under a normal course issuer bid at an average price of C$7.41 per share, for a total of $19.2 million.

        Cash used by financing activities for 2007 was $117.4 million. During 2007, $50.8 million was raised through the issuance of common shares, including $31.9 million from the private placement of 3.0 million common shares and $18.9 million from the exercise of stock options and common share purchase warrants. In 2007, the Corporation also made debt repayments of $168.2 million, including $16.8 million of principal under its first lien loan, $61.9 million to prepay the second lien credit facility, $87.2 million in principal payments on the credit facility and $2.3 million in principal payments on equipment loans.

14


Operations Review

Thompson Creek Mine

        The Corporation's Thompson Creek Mine and mill are located near Challis, in central Idaho. Mining is conducted by conventional open pit methods utilizing electric-powered shovels and 200-ton haul trucks. The Thompson Creek Mine currently controls a block of contiguous mineral claims that includes patented and unpatented mineral claims and mill site claims. The current 2009 mill capacity is approximately 28,000 tons per day and operates with a crusher, SAG mill, ball mill and flotation circuit.

        The table that follows presents a summary of the Thompson Creek Mine's operating and financial results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

 
  Three months
ended
December 31,
  Years ended December 31,  
(US$ in millions except per pound amounts—Unaudited)
  2009   2008(1)   2009   2008(1)   2007(1)  

Financial(2)

                               

Molybdenum sales

  $ 57.8   $ 96.9   $ 217.3   $ 414.0   $ 334.0  
                       

Cost of sales

                               

Operating expenses

    29.3     33.8     118.3     135.6     127.5  

Selling and marketing

    0.9     1.2     3.7     5.1     4.0  

Depreciation, depletion and amortization

    5.2     6.5     23.4     17.1     19.2  

Accretion

    0.2     0.3     1.1     1.4     1.3  
                       

    35.6     41.8     146.5     159.2     152.0  
                       

Income from mining and processing

  $ 22.2   $ 55.1   $ 70.8   $ 254.8   $ 182.0  
                       

Operational Statistics

                               

Mined (000's ore tons)

    1,917     2,493     7,174     11,860     7,340  

Milled (000's tons)

    2,041     2,399     7,591     10,063     8,870  

Grade (% molybdenum)

    0.116     0.107     0.131     0.096     0.060  

Recovery (%)

    90.7     91.6     90.4     87.4     82.1  

Molybdenum production (000's lb)(4)

    4,300     4,824     17,813     16,765     9,269  

Cash cost ($/lb produced)(3)

  $ 6.43   $ 6.30   $ 5.72   $ 7.75   $ 10.91  

Molybdenum sold (000's lb)

    4,715     3,849     19,366     13,724     12,064  

Average realized price ($/lb)

  $ 12.26   $ 25.17   $ 11.22   $ 30.16   $ 27.69  

(1)
Recast in US GAAP.

(2)
Since the Thompson Creek Mine only produces molybdenum sulfide and HPM on site, the financial information presented includes actual sales of molybdenum oxide, HPM and upgraded products, together with allocations of cost of sales from the Langeloth Facility and Thompson Creek USA, including operating expenses, finished goods inventory adjustments, selling and marketing expenses and depreciation, depletion and amortization from the Langeloth Facility.

(3)
The Thompson Creek Mine cash cost represents the mining (including all stripping costs), milling, roasting and packaging for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation and other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine includes an estimated molybdenum loss (sulfide to oxide) and an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs. See "Non-GAAP Financial Measures" for additional information.

(4)
Mined production pounds reflected are molybdenum oxide and HPM.

15


Molybdenum Production and Cash Costs

        The Thompson Creek Mine produced fewer pounds of molybdenum in the fourth quarter of 2009 compared to the same quarter in 2008 primarily as a result of lower ore tons mined and milled and a lower milling recovery rate. In the fourth quarter of 2009 compared to the fourth quarter of 2008, the Thompson Creek Mine removed more waste material related to future planned production phases ("stripping costs") and re-handled more lower grade stockpiled material to blend with the higher grade material mined from the Phase 6 area.

        In 2009, the Thompson Creek Mine produced 17.8 million pounds of molybdenum compared to 16.8 million pounds in 2008. Higher ore grade and a higher milling recovery rate during 2009 were the primary factors contributing to the higher production volumes in 2009 compared to 2008. The higher grade and recovery rate more than offset lower tons mined and milled. The lower tons milled was primarily the result of a planned change in the mill operating schedule (ten days on, four days off) that commenced in March 2009. Effective September 2009, the mill schedule changed to a schedule of eleven days on, three days off and, effective January 1, 2010, the mill operating schedule returned to a full seven day, twenty-four hour schedule.

        Production for 2008 was higher than 2007 due to higher ore grade and a higher milling recovery rate in 2008. In 2007, a substantial portion of the production was from lower grade stockpiled material. Additionally, in late April 2007, the mill operating schedule increased to a full seven day schedule, up from a previous schedule of five days per week. For 2008, the mill operated on a full seven day schedule.

        The non-GAAP financial measure of cash cost per pound produced increased to $6.43 per pound for the fourth quarter of 2009 from $6.30 per pound for the fourth quarter of 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. The increase in the fourth quarter of 2009 cash cost over the fourth quarter of 2008 was primarily the result of lower production together with higher repairs and maintenance costs. The cash cost for the fourth quarter of 2009 included stripping costs of $7.3 million, or $1.71 per pound produced, compared to stripping costs of $7.9 million, or $1.64 per pound produced in the fourth quarter of 2008. Stripping costs are expensed as incurred under US GAAP.

        The cash cost per pound produced for 2009 decreased 26% to $5.72 per pound compared to $7.75 per pound for 2008. The decline in the 2009 cash cost per pound produced was primarily the result of higher production, together with lower mining costs (due primarily to lower stripping costs, the elimination of contract labor, reductions in workforce, lower fuel costs and lower equipment maintenance costs), lower milling costs (due primarily to lower consumables and reductions in workforce given the planned reduction in the mill operating schedule for most of the year) and lower freight costs. The cash cost for 2009 included stripping costs of $26.1 million, or $1.47 per pound produced, compared to stripping costs of $28.6 million, or $1.71 per pound produced in 2008. These declines in 2009 were somewhat offset by a planned two week shutdown in July, which reduced production and increased cash cost per pound produced during the third quarter of 2009.

        Cash cost per pound produced in 2008 was significantly lower than 2007 primarily due to significantly higher production, which was partially offset by higher labor costs, higher mining costs (primarily due to increased fuel and consumption costs and major equipment rebuilds) and higher milling costs (due primarily to higher grinding ball costs and freight costs). The cash cost for 2007 included stripping costs of $34.2 million, or $3.69 per pound produced, compared to stripping costs of $28.6 million, or $1.71 per pound produced in 2008.

16


Molybdenum sold

        Molybdenum sold from Thompson Creek Mine material for the fourth quarter of 2009 was 4.7 million pounds at an average realized price of $12.26 per pound compared to 3.8 million pounds sold at an average realized price of $25.17 per pound in the fourth quarter of 2008. The higher sales volume in the fourth quarter of 2009 compared to the fourth quarter of 2008 was primarily due to a drawdown of inventory as a result of higher sales demand. The decrease in the average realized price for the fourth quarter of 2009 compared to the fourth quarter of 2008 was the result of a decrease in the market price of molybdenum in 2009. During the fourth quarter of 2009, sales included delivery against certain forward sales contracts related to Phase 6 production of approximately 0.6 million pounds at an average realized sales price of $9.15 per pound compared to approximately 0.4 million pounds at an average realized sales price of $14.69 per pound for the fourth quarter of 2008.

        For 2009, Thompson Creek Mine sold 19.4 million pounds of molybdenum at an average realized price of $11.22 per pound, compared to 13.7 million pounds at an average realized price of $30.16 per pound for 2008. The increase in sales volumes in 2009 was primarily due to higher production and a drawdown of inventory. During 2009, approximately 1.9 million pounds at an average realized sales price of $8.42 per pound were sold against certain forward sales contracts related to Phase 6 production, compared to approximately 1.8 million pounds at an average realized price of $17.63 per pound in 2008. The remaining decrease in the average realized price for 2009 compared to 2008 was the result of overall economic conditions and a decrease in the demand and sales price for molybdenum.

        In 2008, the 13.7 million pounds of molybdenum sold was higher than the 12.1 million pounds sold in 2007. The increase in pounds sold in 2008 compared to 2007 was primarily due to a significant increase in production levels in 2008. During 2007, approximately 0.4 million pounds at an average realized sales price of $27.56 per pound were sold against certain forward sales contracts related to Phase 6 production.

Cost of sales

        Operating expenses in the fourth quarter of 2009 were $29.3 million, compared to $33.8 million in the fourth quarter of 2008. The decrease in operating expenses for the fourth quarter of 2009 compared to the fourth quarter of 2008 primarily related to a drawdown of lower cost inventory from the third quarter of 2009 together with lower mining, milling and freight costs in the fourth quarter of 2009 compared to the fourth quarter of 2008. These declines were partially offset by higher repairs and maintenance costs in the fourth quarter of 2009 compared to the fourth quarter of 2008.

        For 2009, operating expenses were $118.3 million compared to $135.6 million for 2008. The decrease in operating expenses for 2009 compared to 2008 primarily related to higher ore grade and higher recovery rates together with lower mining, milling, freight and stripping costs.

        Operating expenses for 2008 were higher than 2007 primarily due to the drawdown of higher cost inventory at the beginning of 2008, together with higher labor costs, higher mining costs and higher milling costs associated with the increased production in 2008, as previously noted. Near the end of 2007, the ore processed was primarily from stockpiled material and, increasingly from Phase 6 ore as waste stripping activity exposed more of the Phase 6 ore throughout 2007. In 2007, operating expenses included $29.6 million in non-cash costs related to fair value adjustments arising from the purchase price allocated to inventory on hand at the acquisition of Thompson Creek USA, with no comparable expense in 2008.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 was $5.2 million compared to $6.5 million for the fourth quarter of 2008. This decrease was primarily due to the effects of increased mineral reserve estimates established at the Thompson Creek Mine late in the third

17



quarter of 2009. Depreciation, depletion and amortization expense for 2009 was $23.4 million compared to $17.1 million for 2008. The increase in 2009 was primarily due to a draw-down of product inventory from the Thompson Creek Mine during 2009, and a build-up of product inventory during 2008, which resulted in higher depreciation and depletion costs in 2009 and lower depreciation and depletion costs in 2008. Product inventory costs include depreciation, depletion and amortization. Depreciation, depletion and amortization expense for 2008 was 11% lower than 2007 primarily as a result of a build-up of inventory in 2008 compared to 2007, together with an increase in the mineral reserve estimate established in late 2007.

        Selling and marketing costs increase and decrease in relation to molybdenum sales revenue and pounds sold. As a result, selling and marketing costs were lower in the 2009 periods compared to the 2008 periods primarily as a result of lower molybdenum sales revenue. The selling and marketing costs for 2008 were higher than 2007 due to increased molybdenum sales revenue and pounds sold.

Endako Mine

        The Corporation has a 75% interest in the Endako open-pit mine, mill and roaster which is located near Fraser Lake, British Columbia. The property is currently comprised of a contiguous group of 67 mineral tenures containing 42 claims and 25 leases, covering approximately 23,500 acres. In addition, surface rights are held on a portion of the mine site area. The mill has a capacity of approximately 31,000 tons per day, and the multiple-hearth roaster has a capacity of approximately 35,000 pounds per day.

        The table that follows presents a summary of the Corporation's 75% share of the Endako Mine's operating and financial results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

 
  Three months
ended
December 31,
  Years ended December 31,  
(US$ in millions except per pound amounts—Unaudited)
  2009   2008(1)   2009   2008(1)   2007(1)  

Financial

                               

Molybdenum sales

  $ 27.0   $ 38.9   $ 91.2   $ 234.2   $ 209.5  
                       

Cost of sales

                               

Operating expenses

    12.9     16.3     47.3     65.0     62.6  

Selling and marketing

    0.6     0.7     1.9     3.2     2.5  

Depreciation, depletion and amortization

    5.3     4.7     16.7     16.6     18.5  

Accretion

    0.1     0.1     0.3     0.4     0.4  
                       

    18.9     21.8     66.2     85.2     84.0  
                       

Income from mining and processing

  $ 8.1   $ 17.1   $ 25.0   $ 149.0   $ 125.5  
                       

Operational Statistics

                               

Mined (000's ore tons)

    2,154     3,260     8,226     11,039     8,266  

Milled (000's tons)

    2,160     2,127     8,068     8,902     8,109  

Grade (% molybdenum)

    0.058     0.073     0.059     0.070     0.060  

Recovery (%)

    78.4     75.4     78.4     77.7     72.7  

Molybdenum production (000's lb)(2)

    1,968     2,949     7,447     9,280     7,097  

Cash cost ($/lb produced)(3)

  $ 7.00   $ 5.54   $ 6.13   $ 7.15   $ 8.89  

Molybdenum sold (000's lb)

    2,174     2,709     8,023     8,625     7,413  

Average realized price ($/lb)

  $ 12.46   $ 14.36   $ 11.37   $ 27.15   $ 28.26  

(1)
Recast in US GAAP.

(2)
Mined production pounds are molybdenum oxide.

18


(3)
The Endako Mine cash cost represents the mining, milling, roasting and packaging for molybdenum oxide produced in the period. Cash cost excludes: the effect of purchase price adjustments, effects of changes in inventory, stock-based compensation and depreciation, depletion, amortization and accretion. See "Non-GAAP Financial Measures" for additional information.

Molybdenum Production and Cash Costs

        The Corporation's 75% share of molybdenum production at the Endako Mine decreased in the fourth quarter of 2009 to 2.0 million pounds from 2.9 million pounds in the fourth quarter of 2008. This decrease is primarily due to a lower ore grade in the fourth quarter of 2009 compared to the same quarter in 2008.

        For 2009, the Corporation's 75% share of molybdenum production at the Endako Mine decreased to 7.4 million pounds compared to 9.3 million pounds for 2008. The production decrease was primarily the result of lower tons milled and a lower ore grade. For the first half of 2009, the mine and mill were operating at 80% of capacity as planned due to depressed economic conditions. Additionally, 2009 production was reduced due to a planned two week shutdown in July, 2009.

        The Corporation's 75% share of molybdenum production at the Endako Mine in 2008 increased to 9.3 million pounds compared to 7.1 million pounds for 2007. The 2008 increase compared to 2007 resulted from higher recoveries and a higher grade of ore mined from the Denak pit. The 2008 mill throughput increased from 2007, with the processing of ore that had higher grades and higher recoveries from ore mined in the Denak pit in 2008 compared to ore mined from the Endako pit in 2007.

        The non-GAAP financial measure of cash cost per pound produced increased to $7.00 per pound for the fourth quarter of 2009 from $5.54 per pound for the fourth quarter of 2008. See "Non-GAAP Financial Measures" below for the calculation of cash cost per pound produced. This increase was the result of a 33% lower level of production for the fourth quarter of 2009 compared to the fourth quarter of 2008. For 2009, the cash cost per pound produced decreased to $6.13 per pound compared to $7.15 per pound for 2008. The decrease in the cash cost per pound produced for 2009 was primarily the result of planned cost reduction measures, including the reduction of contract labor and reductions in workforce, lower milling costs (due primarily to lower consumable costs and lower repairs and maintenance costs) and lower mining costs (primarily due to decreased fuel and consumption costs). Additionally, the cash cost per pound produced for 2009 was further reduced as a result of favorable foreign exchange rates converting C$ costs to US$ costs. These 2009 cost declines were somewhat offset by increased costs related to the start-up of the in-pit crusher and conveyor system and a planned two week shutdown in July 2009, which reduced production and increased cash cost per pound produced in the third quarter of 2009.

        Cash cost per pound produced in 2008 was 20% lower than 2007 primarily due to a 31% higher production level, which was partially offset by higher labor costs, higher mining costs (primarily due to increased fuel and consumption costs) and higher milling costs (primarily due to higher grinding ball costs and freight costs). These increased costs were somewhat offset by favorable foreign exchange rates converting C$ costs to US$ costs.

Molybdenum sold

        The Corporation's share of molybdenum sold from the Endako Mine for the fourth quarter of 2009 was 2.2 million pounds at an average realized price of $12.46 per pound compared to 2.7 million pounds at an average realized price of $14.36 per pound in the same quarter of 2008. For 2009, the Corporation's share of molybdenum sold from the Endako Mine was 8.0 million pounds at an average realized price of $11.37 per pound compared to 8.6 million pounds at an average realized price of $27.15 per pound for 2008. The decline in the molybdenum pounds sold in the 2009 periods was

19



primarily the result of reduced production. The decrease in the average realized price for the 2009 periods compared to the 2008 periods was the result of a decrease in the demand and sales price of molybdenum for most of 2009.

        For 2008, the Corporation's share of molybdenum sold from the Endako Mine was 8.6 million pounds at an average realized price of $27.15 per pound compared to 7.4 million pounds at an average realized price of $28.26 per pound in 2007. The increase in the molybdenum pounds sold in 2008 was primarily the result of higher production. The decline in the average realized price in 2008 was primarily the result of a decline in the market price for molybdenum, together with a relatively large volume of sales in the month of December 2008, where the price of molybdenum was at the lowest point for the year.

Cost of sales

        The Corporation's share of operating expenses for the fourth quarter of 2009 was $12.9 million compared to $16.3 million during the fourth quarter of 2008. For 2009, the Corporation's share of operating expenses was $47.3 million compared to $65.0 million for 2008. The decreases for the 2009 periods were primarily the result of planned cost reduction measures, which reduced mining and milling costs during the 2009 periods compared to the 2008 periods. Partly offsetting the lower operating expenses in the fourth quarter of 2009 were unfavorable foreign exchange rates converting C$ costs to US$ costs.

        The Corporation's share of operating expenses for 2008 were 4% higher than 2007. For 2008, fuel, consumables, labor and freight costs increased, which were somewhat offset by favorable foreign exchange rates converting C$ costs to US$ costs.

        Depreciation, depletion and amortization expense for the fourth quarter of 2009 and the year ended December 31, 2009 was $5.3 million and $16.7 million, compared to $4.7 million and $16.6 million for the same periods in 2008, respectively. For 2007, depreciation, depletion and amortization expense was $18.5 million. The variances for the 2009 periods as compared to the 2008 periods were primarily due to product inventory and foreign exchange movements. Product inventory costs include depreciation, depletion and amortization.

        Selling and marketing costs increase and decrease in relation to molybdenum sales revenue and pounds sold. As a result, selling and marketing costs were lower in the 2009 periods compared to the 2008 periods as a result of lower pounds of molybdenum sold and molybdenum sales revenue. The selling and marketing costs for 2008 were higher than 2007 due to increased molybdenum sales.

Mill expansion project

        As noted previously, in the third quarter of 2009, the Corporation's Board of Directors approved the resumption of the mill expansion project at the Endako Mine (subject to the joint venture partner approval), which was postponed in late 2008. The mill expansion project at the Endako Mine includes the construction of a new, modern Endako mill, which will replace the existing 45-year-old mill and raise ore-processing capacity from the existing 31,000 tons per day to 55,000 tons per day.

        The mill expansion project at the Endako Mine was originally announced in March 2008, after the completion of a feasibility study in December 2007, which estimated project capital expenditures of C$373.6 million (including a contingency of C$45 million), with Thompson Creek's 75% share of the total at C$280 million. The project was halted in December 2008 due to economic uncertainty, although the Corporation proceeded with the purchase and storage of long lead time processing equipment.

        During the project postponement period, the project design was reassessed and a number of improvements were made, which the Corporation believes will ensure the efficiency and reliability of

20



the milling process. As previously announced, the new design has increased the total capital cost of the Endako mill expansion project to C$498 million (including a contingency of C$60 million), with the Corporation's 75% share of the total at C$374 million. The new design includes an enhanced and more flexible pebble crusher circuit to ensure a finer grind and an enhanced automation system. In addition, all processing equipment except for the roaster will now be located in a larger new mill building. The original plan was to utilize the existing mill building and some existing equipment for the final stages of the flotation process in the production of molybdenum concentrate. The new mill building and equipment are expected to be more reliable and more efficient, with this new design facilitating the exclusive dedication of the existing mill building to producing concentrate without disruption until the new mill is operational. As a result, the Corporation's Board of Directors approved the revised capital cost estimate in the fourth quarter of 2009 and the Corporation is seeking the approval of the joint venture partner. The joint venture partner is currently reviewing all aspects of the new design and revised capital estimate, which is expected to conclude by the end of the first half of 2010. While the Corporation expects to receive the approval of the joint venture partner, there can be no assurance that such approval will be obtained, which may have a material adverse affect on the mill expansion project at the Endako Mine and the Corporation's financial condition.

        From inception of this project through December 31, 2009, the Corporation's 75% share of capital expenditures for the mill expansion project totalled approximately $64 million. Assuming an exchange rate of US$1 = C$1.05, approximately $279 million (of which $209 million is the Corporation's share) is expected to be spent in 2010 and the remaining $110 million (of which $82 million is the Corporation's share) is scheduled to be spent in 2011. Commercial production of molybdenum concentrate from the new mill is expected late in 2011.

        Operating permits required by the mill expansion are proceeding, including the development of a closure plan for expanded waste dumps and tailing facilities and minor amendments to the Mining Act permit. Consultations with First Nations (local Aboriginal peoples) by the Corporation and the government of British Columbia ("BC Government") pertaining to these permits are proceeding. If the Corporation and/or the BC Government are unable to successfully conclude consultations with First Nations, these permits and/or minor amendments to the Mining Act permit may be delayed, which may have a material adverse affect on the future operating plans for the Endako Mine once the mill expansion is completed. There can be no assurance that these First Nations consultations will be completed successfully.

Langeloth Facility

        The Corporation operates the Langeloth Facility located near Pittsburgh, Pennsylvania. Operations at the Langeloth Facility include roasting of molybdenum sulfide concentrate into molybdenum oxide, upgrading molybdenum oxide to pure sublimed oxide, oxide briquettes, ferromolybdenum, as well as the roasting of other metal products. Langeloth also processes molybdenum and certain other metals for third parties on a tolling, or cost-per-unit-processed basis.

        Concentrate produced by the Thompson Creek Mine provides a substantial portion of the feed source for the operations at the Langeloth Facility. From time to time, concentrate produced by the Endako Mine also provides a feed source for the operations at the Langeloth Facility. In addition, molybdenum product is also tolled for third parties or purchased from third parties for processing at the Langeloth Facility. The tolling and purchases are made to improve operating efficiency at the Langeloth Facility.

        Operating results for the Langeloth Facility represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine

21



concentrate. Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results.

        The following is a summary of the Langeloth Facility's operating results for the three months ended December 31, 2009 and 2008, and years ended December 31, 2009, 2008, and 2007:

 
  Three months
ended
December 31,
  Years ended December 31,  
(Unaudited)
  2009   2008   2009   2008   2007  

Operational Statistics

                               

Molybdenum sold from purchased product (000's lb)

    1,464     1,565     4,683     10,681     11,492  

Realized price on molybdenum sold from purchased product ($/lb)

  $ 12.59   $ 26.03   $ 11.40   $ 32.21   $ 30.25  

Toll roasted and molybdenum processed (000's lb)

    944     1,281     3,841     5,262     13,070  

Roasted metal products processed (000's lb)

    6,224     4,892     10,030     23,170     27,698  

        In the fourth quarter of 2009, 1.5 million pounds of molybdenum processed from purchased concentrate were sold, down slightly from 1.6 million pounds sold in the same quarter in 2008. For 2009, 4.7 million pounds of molybdenum processed from purchased concentrate were sold, down 56% compared to 10.7 million pounds in 2008 and 11.5 million pounds in 2007. Third-party concentrate purchases and sales volumes declined in 2009 compared to prior year periods, primarily due to increased production at the Thompson Creek Mine and lower sales demand in 2009. Lower production at the Thompson Creek Mine during the fourth quarter of 2007 resulted in less product being available for sale during the first quarter of 2008. In order to meet 2008 sales demand, additional third-party concentrate purchases and sales were made in the first quarter of 2008. Realized sales prices averaged $12.59 per pound in the fourth quarter of 2009, declining $13.44 per pound from $26.03 per pound in the fourth quarter of 2008. For the year of 2009, the average realized sales price was $11.40 per pound which was down from $32.21 per pound in 2008 and $30.25 per pound in 2007.

        The volume of toll roasted and molybdenum processed for the fourth quarter of 2009 and the year ended December 31, 2009 was down 0.3 million pounds and 1.4 million pounds from the fourth quarter of 2008 and the year ended December 31, 2008, respectively. The volume of roasted metal products processed decreased significantly during 2009 compared to 2008 as a result of the economic downturn that started in the second half of 2008. The 2008 volume of toll roasted and molybdenum processed was down 7.8 million pounds compared to 2007 as a result of the economic downturn that started in the second half of 2008.

Mount Emmons and Davidson Projects

        During the fourth quarter of 2009 and the year ended December 31, 2009, the Corporation made $0.8 million and $4.7 million of expenditures, respectively, under an option agreement with U.S. Energy Corporation, which was entered into in August 2008. The Mount Emmons Project expenditures were primarily related to ongoing project maintenance and engineering evaluations.

        During the fourth quarter of 2009 and the year ended December 31, 2009, the Corporation made $0.6 million and $1.6 million of expenditures on the Davidson Project, respectively, compared to $2.5 million and $4.9 million for the fourth quarter of 2008 and the year ended December 31, 2008, respectively. During the 2009 periods, expenditures on the Davidson Project represented technical review work related to the environmental permitting process, which is not yet completed. Given the sudden downturn in the economy and sharp decline in molybdenum prices during the fourth quarter of 2008, management decided to postpone the development of the Davidson Project. During the 2008 periods, expenditures on the Davidson Project primarily represented a detailed feasibility study and property payments. During 2007, expenditures on the Davidson Project were $5.3 million. Currently,

22



the Corporation is conducting an internal re-evaluation of the Davidson Project regarding various operating alternatives and related economic analysis. As a result, the Corporation expects to have minimal expenditures on the Davidson Project in 2010.

Liquidity and Capital Resources

        At December 31, 2009, the Corporation had cash, cash equivalents and short-term investments of $511.5 million compared to cash and cash equivalents of $258.0 million at December 31, 2008. The Corporation monitors its positions with, and the credit quality of, the financial institutions in which it invests its cash, cash equivalents and short-term investments. The Corporation's investment policy limits investments to government-backed financial instruments, other than balances maintained in various bank operating accounts. As of the date of this Annual Report on Form 10-K, approximately 85% of its cash, cash equivalents and short-term investments were invested in US and Canadian government-backed securities.

        The Corporation manages its credit risk from its accounts receivable through established credit monitoring activities. As of the date of this Annual Report on Form 10-K, the Corporation has not experienced any material delinquencies regarding the collection of its accounts receivable. However, this is an area the Corporation continues to monitor closely given the current economic environment.

        Cash generated by operating activities was $105.9 million for 2009. Cash used for investing activities was $412.6 million for 2009, which included short-term investments of $341.3 million made during 2009 (which consisted of US and Canadian government-backed securities with maturities of greater than 90 days but less than 180 days). Additionally, investing activities in 2009 included $66.1 million of payments made for capital expenditures and reclamation deposits of $2.6 million made with the State of Idaho for the Thompson Creek Mine.

        For 2009, capital expenditures incurred were $60.2 million, including $20.5 million for the Corporation's 75% share of the mill expansion project at the Endako Mine. The 2009 capital expenditures incurred of $60.2 million plus amounts paid that relate to amounts accrued at December 31, 2008 and excluding those amounts not paid at December 31, 2009 totalled $66.1 million, which is reflected in the consolidated statements of cash flows for the year ended December 31, 2009.

        During 2009, the Corporation completed an equity financing for net proceeds of $194.6 million on the issuance of 15.5 million common shares. Proceeds received from stock option exercises totalled $11.4 million during 2009. During 2008, the Corporation completed an equity financing for net proceeds of $218.1 million on the issuance of 10.9 million common shares, and $5.8 million of proceeds were received related to stock option exercises. During 2008, the Corporation made $262.1 million in principal payments on its long-term debt obligations, including $236.2 million to fully retire borrowings on the first lien facility, $22.5 million to retire amounts outstanding on its credit facility and $3.4 million in principal payments on equipment loans.

        The Corporation believes that it continues to be well positioned with December 31, 2009 working capital of $599.1 million, including $511.5 million of cash, cash equivalents and short-term investments, $42.7 million of receivables, and $12.9 million of debt related to equipment financings. As a result, effective February 2, 2010 the Corporation voluntarily terminated an existing $35 million revolving credit facility which was established when the Corporation was in a substantially different financial position and, as a result, was no longer meeting its business needs. The termination of the revolving credit facility will provide the Corporation with more financial flexibility by releasing the liens on the Corporation's assets securing this facility and terminating all restrictive covenants. In addition, the associated administrative and unused credit facility fees will be eliminated. As of the termination date, there were no outstanding borrowings under this facility and Thompson Creek was in compliance with all of the applicable covenants. The Corporation is currently assessing its long-term business requirements for other forms of credit.

23


        The revolving credit facility was originally negotiated as part of the 2006 financing for the acquisition of Thompson Creek USA, and then in August 2008, following the full repayment of the amounts outstanding under the original financing, was amended and increased from $22.5 million to $35 million. Since the facility was amended, there have not been any borrowings under the facility and it was scheduled to mature on October 26, 2011.

        Cash flows generated from the sale of planned production, together with existing cash reserves and equipment financings, are expected to meet the Corporation's cash requirements for its operations, capital spending programs and working capital requirements.

Contractual Obligations

        Below is a tabular disclosure of contractual obligations as of December 31, 2009.

 
  Payments Due by Period  
(amounts in millions)
  Total   Less Than
1 Year
  1-3
Years
  4-5
Years
  More
Than
5 Years
 

Debt(1)

  $ 12.9   $ 3.7   $ 9.2   $   $  

Operating leases

    1.8     0.5     1.3          

Asset retirement obligations(2)

    52.3     0.3     1.3     0.6     50.1  

Purchase obligations(3)

    48.1     48.1              

Other(4)

    17.3     0.3     17.0          
                       

  $ 132.4   $ 52.9   $ 28.8   $ 0.6   $ 50.1  
                       

(1)
Amounts represent principal payments on fixed and variable rate equipment loans. Interest expense has not been included. See Note 9 to the Consolidated Financial Statements for more information.

(2)
Mining operations are subject to extensive environmental regulations in the jurisdictions in which they operate. Pursuant to environmental regulations, we are required to close our operations and reclaim and remediate the lands that operations have disturbed. The estimated undiscounted cash outflows of these remediation and reclamation obligations are reflected here. For more information regarding asset retirement obligations, see Note 10 to the Consolidated Financial Statements.

(3)
Purchase obligations are not recorded in the Consolidated Financial Statements. Purchase obligations represent purchase commitments for the mill expansion project at the Endako Mine. See Note 14 to the Consolidated Financial Statements for more information.

(4)
Other contractual obligations include labor and service contracts. See Note 11 to the Consolidated Financial Statements for more information. Payments related to derivative contracts cannot be reasonably estimated given variable market conditions. See Note 7 to the Consolidated Financial Statements for more information.

Off-Balance Sheet Arrangements

        The Corporation has the following off-balance sheet arrangements: operating leases and purchase obligations (as disclosed in the above table).

24


        As of the date of this Annual Report on Form 10-K, the Corporation has committed to purchase approximately 8.1 million pounds of molybdenum sulfide concentrate in 2010 to be priced at a discount to the market price of molybdenum oxide at the time of purchase, and the Corporation has committed to sell approximately 1.9 million pounds at an average market price of $15.94 per pound.

Related Party Transactions

        Consolidated sales to members of a group of companies affiliated with the other participant in the Endako Mine joint venture were $83.7 million, $235.7 million and $176.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. This represented approximately 23%, 23%, and 19% of the Corporation's total revenues for the years ended December 31, 2009, 2008 and 2007. For the years ended December 31, 2009, 2008 and 2007, the Corporation recorded management fee income of $0.3 million, $0.8 million and $0.7 million, and selling and marketing costs of $0.6 million, $1.6 million and $1.4 million from this group of companies, respectively.

        As of December 31, 2009 and 2008, the Corporation's accounts receivable included $10.3 million and $8.9 million, respectively, owing from this group of companies.

Non-GAAP Financial Measures

        In addition to the audited consolidated financial statements presented in accordance with US GAAP, the Corporation uses certain non-GAAP financial measures of our financial performance for the reasons described further below. The presentation of these measures is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with US GAAP, and the presentation of these measures may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the results of operations as determined in accordance with US GAAP.

Adjusted Net Income (Loss), Adjusted Net Income (Loss) Per Share—Basic and Diluted

        Adjusted net income (loss), and adjusted net income (loss) per share—basic and diluted, are referred to in Item 6 of this annual report as well as in this MD&A. These are considered key measures by management in evaluating the Corporation's performance. These measures do not have standard meanings prescribed by US GAAP, and may not be comparable to similar measures presented by other companies. Management believes these measures provide useful supplemental information to investors in order that they may evaluate the Corporation's financial performance using the same measures as management.

        Adjusted net income (loss) represents the net income (loss) prepared in accordance with US GAAP, adjusted for significant non-cash items. For 2009, the significant non-cash items were the non-cash gains (losses) on the fair value adjustment related to the Corporation's outstanding common stock purchase warrants. For 2008, the significant non-cash item was the non-cash goodwill impairment.

        On January 1, 2009, the Corporation was required to adopt the guidance issued by the Emerging Issues Task Force ("EITF") that common stock purchase warrants with a strike price denominated in a currency other than the entity's reporting currency are not considered linked to equity and therefore are to be accounted for as derivatives. As a result of adopting this guidance, the Corporation's outstanding common stock purchase warrants ("Warrants") are accounted for as derivatives beginning January 1, 2009. The Corporation recorded a cumulative adjustment to retained earnings upon adoption and subsequent changes to the fair value of the outstanding Warrants were recorded to the statements of operations at each quarter end. The warrant holders' right to exercise these Warrants expires in October 2011. The Corporation notes that up until the expiration date of these Warrants in October 2011, only one of two scenarios will occur. One is that the Warrants are exercised and the

25



Corporation receives cash (in C$). The second is that the Warrants expire unexercised and no cash proceeds are received. The Corporation does not have an obligation related to the recorded fair value that would require a cash payment, other than minor administrative expenses related to the exercise of Warrants.

        Since a cash payment will never be required by the Corporation at the settlement of the Warrants, management does not consider gains or losses on the Warrants in its evaluation of the Corporation's financial performance.

        In the fourth quarter of 2008, the annual impairment test of goodwill resulted in a non-cash goodwill impairment charge of $68.2 million given the sharp decline in molybdenum prices at the end of 2008. Since the 2008 goodwill impairment charge did not have any impact on the Corporation's operating cash flows for the fourth quarter of 2008 or the year ended December 31, 2008, management does not consider the non-cash goodwill write-down in its evaluation of the Corporation's financial performance. In addition, management believes the presentation of this non-GAAP financial measure is useful for period-to-period comparisons since (1) the goodwill impairment is not reflective of historical or future operating performance, and (2) the prior period and future period statements of operations do not reflect any goodwill impairments.

        Adjusted net income (loss) per share (basic and diluted) is calculated using adjusted earnings as defined above divided by the weighted average basic and weighted average diluted shares outstanding during the period as determined in accordance with US GAAP.

        The following tables are a reconciliation of the net income (loss) presented in accordance with US GAAP to the non-GAAP financial measures of adjusted net income (loss), and adjusted net income (loss) per share—basic and diluted for the year ended December 31, 2009 and 2008 and for all of the four quarters in 2009 and the fourth quarter of 2008. The first three quarters of 2008 and all of the 2007 periods did not have any significant non-cash items and are not included in this reconciliation.

For the year ended December 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ (56.0 )   127,521   $ (0.44 )   127,521   $ (0.44 )

Add (Deduct):

                               
 

Unrealized (gain) loss on common stock warrants

    93.4     127,521     0.73     130,702     0.72  
                           

Non-GAAP measures

  $ 37.4     127,521   $ 0.29     130,702   $ 0.29  
                           

26


For the three months ended December 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ 26.0     139,359   $ 0.19     146,916   $ 0.18  

Add (Deduct):

                               
 

Unrealized (gain) loss on common stock warrants

    (5.6 )   139,359     (0.04 )   146,916     (0.04 )
                           

Non-GAAP measures

  $ 20.4     139,359   $ 0.15     146,916   $ 0.14  
                           

For the three months ended September 30, 2009 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ (1.4 )   125,850   $ (0.01 )   125,850   $ (0.01 )

Add (Deduct):

                               
 

Unrealized (gain) loss on common stock warrants

    15.7     125,850     0.12     136,159     0.12  
                           

Non-GAAP measures

  $ 14.3     125,850   $ 0.11     136,159   $ 0.11  
                           

For the three months ended June 30, 2009 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ (89.3 )   122,451   $ (0.73 )   122,451   $ (0.73 )

Add (Deduct):

                               
 

Unrealized (gain) loss on common stock warrants

    83.0     122,451     0.68     122,451     0.68  
                           

Non-GAAP measures

  $ (6.3 )   122,451   $ (0.05 )   122,451   $ (0.05 )
                           

For the three months ended March 31, 2009 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ 8.7     122,253   $ 0.07     122,330   $ 0.07  

Add (Deduct):

                               
 

Unrealized (gain) loss on common stock warrants

    0.3     122,253         122,330      
                           

Non-GAAP measures

  $ 9.0     122,253   $ 0.07     122,330   $ 0.07  
                           

27


For the year ended December 31, 2008 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ 173.1     119,524   $ 1.45     131,754   $ 1.31  

Add :

                               
 

Non-cash goodwill impairment

    68.2     119,524     0.57     131,754     0.52  
                           

Non-GAAP measures

  $ 241.3     119,524   $ 2.02     131,754   $ 1.83  
                           

For the three months ended December 31, 2008 (unaudited—US$ in millions except shares and per share amounts)

 
   
  Weighted Average
Basic Shares
  Weighted Average
Diluted Shares
 
 
  Net Income
(Loss)
  Shares
(000's)
  $/share   Shares
(000's)
  $/share  

US GAAP measures

  $ (23.8 )   122,596   $ (0.19 )   122,596   $ (0.19 )

Add (Deduct):

                               
 

Non-cash goodwill impairment

    68.2     122,596     0.55     122,679     0.55  
                           

Non-GAAP measures

  $ 44.4     122,596   $ 0.36     122,679   $ 0.36  
                           

Cash Cost per Pound Produced and Average Realized Price per Pound Sold

        Throughout this MD&A, reference is made to cash cost per pound produced. While this is a measure that has been used internally, the Corporation clarified the internal definition of cash cost per pound produced in its MD&A for the year ended December 31, 2008. All other measures previously disclosed in the Corporation's external reports have been discontinued, including direct production costs per pound produced and cash operating expenses per pound sold.

        Cash cost per pound produced, weighted average cash cost per pound produced and average realized price per pound sold are considered key measures in evaluating the Corporation's operating performance. Cash cost per pound produced, weighted average cash cost per pound produced and average realized price per pound sold are not measures of financial performance, nor do they have a standardized meaning prescribed by US GAAP, and may not be comparable to similar measures presented by other companies. The Corporation's management believes these non-GAAP measures provide useful supplemental information to investors in order that they may evaluate the Corporation's performance using the same measures as management and, as a result, the investor is afforded greater transparency in assessing the financial performance of the Corporation. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with US GAAP.

28


        Cash cost per pound produced represents the mining, milling, roasting and packaging costs for molybdenum oxide and HPM produced at each mine in the period. Such costs include stripping costs. Stripping costs represent the costs associated with the activity of removing overburden and other mine waste materials in the production phase of a mining operation. Stripping costs that provide access to mineral reserves that will be produced in future periods are expensed under US GAAP as incurred. Cash cost per pound produced excludes the effects of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. Cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide) and an allocation of roasting and packaging costs from the Langeloth Facility. The weighted average cash cost per pound produced represents the cumulative total of the cash costs for the Thompson Creek Mine and the Endako Mine divided by the cumulative total production from the Thompson Creek Mine and the Endako Mine.

        The average realized price per pound sold represents molybdenum sales revenue divided by the pounds sold.

29


        The following tables provide a reconciliation of cash costs and cash cost per pound produced, by mine, and operating expenses included in the Corporation's consolidated statements of operations in the determination of net income (loss):

Three Month Period ended December 31 (US$ in millions except per pound amounts—Unaudited)

 
  Three months ended
December 31, 2009
  Three months ended
December 31, 2008
 
 
  Operating
Expenses
(in millions)
  Pounds
Produced(1)
(000's lbs)
  $/lb   Operating
Expenses
(in millions)
  Pounds
Produced(1)
(000's lbs)
  $/lb  

Thompson Creek Mine

                                     

Cash costs—Non-GAAP(2)

  $ 27.6     4,300   $ 6.43   $ 30.4     4,824   $ 6.30  

Add/(Deduct):

                                     
 

Stock-based compensation

    1.1                 0.1              
 

Inventory and other adjustments

    0.6                 3.3              
                                   

GAAP operating expenses

  $ 29.3               $ 33.8              
                                   

Endako Mine

                                     

Cash costs—Non-GAAP(2)

  $ 13.8     1,968   $ 7.00   $ 16.3     2,949   $ 5.54  

Add/(Deduct):

                                     
 

Stock-based compensation

    0.4                              
 

Inventory and other adjustments

    (1.3 )                            
                                   

GAAP operating expenses

  $ 12.9               $ 16.3              
                                   

Other operations GAAP operating expenses(3)

 
$

25.9
             
$

36.7
             
                                   

GAAP consolidated operating expenses

  $ 68.1               $ 86.8              
                           

Weighted-average cash cost—Non-GAAP

  $ 41.4     6,268   $ 6.61   $ 46.7     7,773   $ 6.01  
                           

(1)
Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)
Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)
Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

30


Year ended December 31, 2009 (US$ in millions except per pound amounts—Unaudited)

 
  Operating
Expenses
(in millions)
  Pounds
Produced(1)
(000's lbs)
  $/lb  

Thompson Creek Mine

                   

Cash costs—Non-GAAP(2)

  $ 101.9     17,813   $ 5.72  

Add/(Deduct):

                   
 

Stock-based compensation

    1.2              
 

Inventory and other adjustments

    15.2              
                   

GAAP operating expenses

  $ 118.3              
                   

Endako Mine

                   

Cash costs—Non-GAAP(2)

  $ 45.7     7,447   $ 6.13  

Add/(Deduct):

                   
 

Stock-based compensation

    0.4              
 

Inventory and other adjustments

    1.2              
                   

GAAP operating expenses

  $ 47.3              
                   

Other operations GAAP operating expenses(3)

 
$

75.7
             
                   

GAAP consolidated operating expenses

  $ 241.3              
               

Weighted-average cash cost—Non-GAAP

  $ 147.6     25,260   $ 5.84  
               

(1)
Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)
Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)
Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

31


Year ended December 31, 2008 (US$ in millions except per pound amounts—Unaudited)

 
  Operating
Expenses
(in millions)
  Pounds
Produced(1)
(000's lbs)
  $/lb  

Thompson Creek Mine

                   

Cash costs—Non-GAAP(2)

  $ 129.9     16,765   $ 7.75  

Add/(Deduct):

                   
 

Stock-based compensation

    1.8              
 

Inventory and other adjustments

    3.9              
                   

GAAP operating expenses

  $ 135.6              
                   

Endako Mine

                   

Cash costs—Non-GAAP(2)

  $ 66.3     9,280   $ 7.15  

Add/(Deduct):

                   
 

Stock-based compensation

    0.2              
 

Inventory and other adjustments

    (1.5 )            
                   

GAAP operating expenses

  $ 65.0              
                   

Other operations GAAP operating expenses(3)

 
$

356.8
             
                   

GAAP consolidated operating expenses

  $ 557.4              
               

Weighted-average cash cost—Non-GAAP

  $ 196.2     26,045   $ 7.54  
               

(1)
Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)
Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)
Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

32


Year ended December 31, 2007 (US$ in millions except per pound amounts—Unaudited)

 
  Operating
Expenses
(in millions)
  Pounds
Produced(1)
(000's lbs)
  $/lb  

Thompson Creek Mine

                   

Cash costs—Non-GAAP(2)

  $ 101.1     9,269   $ 10.91  

Add/(Deduct):

                   
 

Stock-based compensation

    5.4              
 

Inventory and other adjustments

    21.0              
                   

GAAP operating expenses

  $ 127.5              
                   

Endako Mine

                   

Cash costs—Non-GAAP(2)

  $ 63.1     7,097   $ 8.89  

Add/(Deduct):

                   
 

Stock-based compensation

    1.6              
 

Inventory and other adjustments

    (2.1 )            
                   

GAAP operating expenses

  $ 62.6              
                   

Other operations GAAP operating expenses(3)

 
$

398.7
             
                   

GAAP consolidated operating expenses

  $ 588.8              
               

Weighted-average cash cost—Non-GAAP

  $ 164.2     16,366   $ 10.03  
               

(1)
Mined production pounds are molybdenum oxide and HPM from the Corporation's share of the production from the mines; excludes molybdenum processed from purchased product.

(2)
Cash costs represent the mining (including all stripping costs), milling, roasting and packaging costs for molybdenum oxide and HPM produced in the period. Cash cost excludes: the effect of purchase price adjustments, the effects of changes in inventory, stock-based compensation, other non-cash employee benefits and depreciation, depletion, amortization and accretion. The cash cost for the Thompson Creek Mine, which only produces molybdenum sulfide and HPM on site, includes an estimated molybdenum loss (sulfide to oxide), an allocation of roasting and packaging costs from the Langeloth Facility, and transportation costs from the Thompson Creek Mine to the Langeloth Facility.

(3)
Other Operations represent activities related to the roasting and processing of third-party concentrate and other metals at the Langeloth Facility and excludes product volumes and costs related to the roasting and processing of Thompson Creek Mine and Endako Mine concentrate. The Langeloth Facility costs associated with roasting and processing of Thompson Creek Mine and Endako Mine concentrate are included in their respective operating results above.

Critical Accounting Estimates

        In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting assumptions affect the consolidated financial statements materially and require a significant level of judgment by management. There is a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates.

33


Asset Impairments

        The Corporation performs an impairment analysis on an annual basis or more often when events or changes in circumstances indicate that the related carrying amount of such assets may not be recoverable. In 2009, the Corporation changed its impairment testing measurement date from December 31 to October 1 to more closely align the impairment testing date with the Corporation's long-range planning and forecasting process. The Corporation believes this accounting change is preferable as this date provides additional time prior to year end to complete the impairment testing and report the results of those tests as part of the annual financial reporting to shareholders and other investors.

        As of October 1, 2009 and December 31, 2008, the Corporation evaluated its long-lived assets and goodwill for impairment using a net recoverable amount (undiscounted net cash flow) approach and a fair-value based approach, respectively. At each of these dates, the economic environment, molybdenum prices and the Corporation's stock price were considered as impairment indicators for the purposes of these impairment assessments.

        Goodwill was assessed for impairment using a two-step approach. The first step compared the fair value of the reporting unit to its carrying value. The Corporation performed this test as of October 1, 2009, and determined that the fair value of both reporting units were more than their respective carrying values (including the goodwill), which did not require the Corporation to perform the second step test. As of December 31, 2008, the Corporation performed this test and determined that the fair value of both reporting units were less than their respective carrying values (including the goodwill), which required the Corporation to perform the second step test. This step compared the fair value of each reporting unit's goodwill to its carrying amount. For the fourth quarter of 2008, the Corporation determined that the fair value of goodwill of both of its reporting units was less than the respective carrying amount, which required the Corporation to recognize an impairment of goodwill for both US operations ($33.0 million) and Canadian operations ($35.2 million), or a $68.2 million total impairment charge for the fourth quarter of 2008. The goodwill impairment charge did not have an impact on the Corporation's 2008 operating cash flows. The Corporation's impairment evaluation of long-lived assets at both October 1, 2009 and December 31, 2008, other than goodwill, did not result in the identification of an impairment of the long-lived assets.

        However, there may be future impairment charges if there are further declines in the market price of the Corporation's common shares, molybdenum prices, the future value of proven and probable mineral reserves, and significant changes in operating costs, level of capital expenditures, currency exchange, discount and interest rates. Such future impairment charges could have a material impact on the Corporation's financial statements.

Mineral Reserves and Depreciation, Depletion and Amortization

        Property, plant and equipment are recorded at cost. Expenditures for property, plant and equipment relating to new assets or improvements are capitalized if they extend useful lives or extend functionality. Fixed plant and machinery are amortized using the units-of-production method over the estimated life of the ore body based on recoverable pounds to be produced from estimated proven and probable mineral reserves. Facilities, mobile and other equipment are depreciated on either a declining-balance basis or a straight-line basis over the shorter of their estimated useful life or the life of the mine. Repairs and maintenance costs are charged to expense as incurred, except when these repairs extend the life or functionality of the asset. In these instances, that portion of the expenditure is capitalized and amortized over the period benefited.

34


        The estimate that most significantly affects the unit-of-production rate is the quantity of proven and probable molybdenum mineral reserves. The estimation of the extent of mineral reserves is a complex task in which a number of estimates and assumptions are made. These involve the use of geological modeling and sampling as well as estimates of long term molybdenum prices and future mining costs. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. Significant judgment is involved in the reserve estimates and actual results may differ significantly from current assumptions.

Asset Retirement Obligations

        Accounting for reclamation and remediation obligations requires management to make estimates of the future costs the Corporation will incur to complete the work required to comply with existing laws and regulations at each mining operation. Actual costs may differ from the amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required.

Income and Mining Taxes

        In preparing the consolidated financial statements, the Corporation estimates the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates and laws is recognized in income (loss) in the period in which such changes are enacted.

        A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, the Corporation considers estimated future taxable income, carrybacks, as well as feasible tax planning strategies in each jurisdiction. If the Corporation determines that all or a portion of the deferred tax assets will not be realized, a valuation allowance will be increased with a charge to income tax expense. Conversely, if the Corporation makes a determination that it ultimately will be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense.

        At December 31, 2009, tax valuation allowances totalled approximately $92.3 million and covered the Corporation's US, foreign and alternative minimum tax credit carry forwards and some of the Canadian capital and non-capital tax loss carry forwards.

        The determination of the Corporation's tax expense for the year and its future tax assets and liabilities involves significant management estimation and judgment involving a number of assumptions. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of future tax assets and liabilities. Management also makes estimates of future earnings which affect cross-border tax rate assumptions, tax planning strategies and the extent to which potential future tax benefits may be used. The Corporation is subject to assessments by various taxation authorities which may interpret tax legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Corporation provides for such differences where known based on management's best estimate of the probable outcome of these matters.

35


Recently Issued Accounting Pronouncements

Common Stock Purchase Warrants

        In June 2008, the Emerging Issues Task Force ("EITF") reached a conclusion that an equity-linked financial instrument would not be considered indexed to the Corporation's own stock if the strike price is denominated in a currency other than the issuer's functional currency, beginning for fiscal years beginning on or after December 15, 2008. Given that the functional currency of Thompson Creek is the US$ and the Warrants are denominated in C$, the Warrants are no longer deemed to be indexed to the Corporation's own stock and are required to be treated as a derivative liability with changes in fair value recorded to net income (loss). This guidance was adopted by the Corporation on January 1, 2009. See Note 7 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further discussion.

Derivatives

        In March 2008, the Financial Accounting Standards Board ("FASB") issued new accounting standards related to enhanced disclosure about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. The new accounting standards were adopted effective January 1, 2009 and were effective for the Corporation's fiscal year, beginning January 1, 2009. See Note 7 to the Consolidated Financial Statement in Item 8 of this Annual Report on Form 10-K for the Corporation's required disclosure.

Subsequent Events

        In May 2009, the FASB issued new accounting standards that established accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new standard sets forth (i) a period after the balance sheet date during which a reporting entity's management should evaluate events or transactions for possible recognition or disclosure in financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosure that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Corporation adopted the provisions of the new accounting standards for the interim period ended June 30, 2009. The adoption had no impact on the Corporation's consolidated financial position, results of operations or cash flows.

The Accounting Standards Codification

        In June 2009, the FASB issued new accounting standards related to its accounting standards codification of the hierarchy of generally accepted accounting principles (the "Codification"). The new standard is the source of authoritative US GAAP to be applied by non-governmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The Codification superseded non-SEC accounting and reporting standards. All accounting literature that is not in the Codification, not issued by the SEC and not otherwise grandfathered is non-authoritative. The new standard is effective for the Corporation's interim quarterly period beginning July 1, 2009. The adoption had no impact on the Corporation's consolidated financial position, results of operations or cash flows.

36


Quantitative and Qualitative Disclosure About Market Risks

Commodity Price Risk

        The Corporation's consolidated molybdenum sales represent the sale of molybdenum in various forms from the Corporation's mines and from third party material that is purchased, processed and sold. Molybdenum sales for 2009 were $361.9 million, with cash generated from operations of $105.9 million. For each $1 per pound change in molybdenum prices (using the molybdenum pounds sold in 2009), the impact on the Corporation's annual cash flow would approximate $28 million. The Corporation recognizes revenue from molybdenum sales when persuasive evidence of an arrangement exists, the price is determinable, the product has been delivered, title transfers, no obligation remains and collection is reasonably assured. The Corporation's sale contracts specify the point in the delivery process at which title transfers to the customer (shipping point or destination).

        From time to time the Corporation enters into provisionally-priced sales contracts, whereby the contracts settle at prices to be determined at a future date based upon provisional assays and quoted prices. The future pricing mechanism of these agreements constitutes an embedded derivative which is bifurcated and separately marked to estimated fair value at the end of each period. Changes to the fair value of embedded derivatives related to molybdenum sales agreements are included in molybdenum sales revenue in the determination of net income. To the extent final prices are higher or lower than what was recorded on a provisional basis, an increase or decrease to molybdenum sales is recorded each reporting period until the date of final pricing. Accordingly, in times of rising molybdenum prices, molybdenum sales benefit from higher prices received for contracts priced at current market rates and also from an increase related to the final pricing of provisionally priced sales pursuant to contracts entered into in prior years; in times of falling molybdenum prices, the opposite occurs.

        The following table sets forth the Corporation's outstanding provisionally-priced sales contracts as of December 31, 2009, which all mature in 2010:

 
  Pounds
Sold/Purchased
(000's lb)
 

Provisionally priced sales

    72  

Provisionally priced purchases

    489  

        The Corporation also enters into certain molybdenum sales contracts where it sells future molybdenum production at fixed prices. These fixed prices may be different than the quoted market price at the date of sale. Forward sales contracts in place at December 31, 2009 cover the period 2010 to 2011. As of December 31, 2009, the Corporation had committed to sell approximately 1.9 million pounds at an average market price of approximately $15.94 per pound.

        Historically, these contracts were recorded as derivatives with changes in the fair value recorded to net income (loss). Beginning October 1, 2009, the Corporation elected to treat these contracts as normal purchase and normal sales contracts. As such, these contracts will no longer be recorded at market value (mark-to-market) at each reporting period. The mark-to-market asset of $3.5 million as of September 30, 2009 will be realized in molybdenum sales as the Corporation makes the physical deliveries related to those contracts. For the fourth quarter of 2009, a $1.6 million loss was realized in molybdenum sales related to the September 30, 2009 value. For the year ended December 31, 2009, the Corporation recorded an unrealized loss of $2.6 million in its consolidated statement of operations. In 2008 and 2007, a gain of $11.5 million and a loss of $7.0 million were included in molybdenum sales in its consolidated statements of operations, respectively.

37


        The following table sets forth the Corporation's outstanding fixed price molybdenum sales contracts as of December 31, 2009:

 
  2010   2011  

Molybdenum committed (000's lb)

    1,509     417  

Average price ($/lb)

  $ 14.54   $ 21.00  

        In the normal course of operations, the Corporation enters into agreements for the purchase of molybdenum. As of December 31, 2009, the Corporation had commitments to purchase approximately 8.1 million pounds of molybdenum sulfide concentrates in 2010 to be priced at a discount to the market price for molybdenum oxide at the time of purchase.

        On acquisition of Thompson Creek USA, the Corporation acquired an unfavorable contractual agreement to sell 10% of certain production at the Thompson Creek Mine at an amount that was less than the then prevailing market price. Deliveries under this contract commenced in 2007 and continue through 2011. As of December 31, 2009 and 2008, the Corporation has a liability of $4.5 million and $7.3 million related to future deliveries under this agreement, respectively. As this contractual agreement is satisfied by delivery of product, the liability is being drawn down with an offsetting adjustment to molybdenum sales in the determination of net income (loss). For the years ended December 31, 2009, 2008 and 2007, the Corporation recorded $2.8 million, $2.4 million, and $0.3 million related to this obligation, respectively, which has been realized and included in molybdenum sales.

Foreign Currency Exchange Risk

        The US$ is the functional currency of the majority of the Corporation's activities. However, the C$ is the functional currency of the Endako Mine operations. The Corporation has potential currency exposures related to items denominated in currencies other than the operations' functional currency. The Corporation's foreign exchange exposures include:

    Transactional exposure related to the Endako Mine operations as molybdenum sales are denominated in US$ and a portion of capital expenditures are in US$;

    Transactional exposure related to the Endako Mine operations; whereby, those operations hold financial instruments (which includes cash and cash equivalents, short-term investments, and accounts receivable) in US$; and

    Transactional exposure to C$ transactions and balances in US$ functional currency operations.

        Generally, the Corporation's results are positively affected when the US$ strengthens in relation to the C$ and adversely affected when the US$ weakens in relation to the C$. For the Endako Mine, a $0.01 change in the Canadian foreign exchange rate results in a $0.10 change in cash cost per pound produced. See "Non-GAAP Financial Measures" above for additional information.

        Given the Corporation's current offsetting US$ denominated cash positions in entities with a C$ functional currency, and C$ denominated cash positions in entities with a US$ functional currency, with other variables unchanged, each $0.10 strengthening (weakening) of the US$ against the C$ results in an insignificant impact to net income (loss).

        From time to time, the Corporation uses foreign currency forward contracts to fix the rate of exchange of US$ for C$ at future dates in order to ensure sufficient C$ funds are available to meet the Corporation's foreseeable C$ needs (including the mill expansion project at the Endako Mine where most of the capital costs are expected to be in C$) and to reduce the Corporation's exposure to foreign currency fluctuations on cash flows related to its share of the Endako Mine's operations. The terms of these contracts are less than one year. At December 31, 2009, the Corporation had no open forward

38



currency contracts. The Corporation does not consider these contracts to be hedges for accounting purposes and has determined these contracts to be derivative instruments. For the year ended December 31, 2009, a gain of $1.9 million has been included in loss (gain) on foreign exchange related to these contracts. For the years ended December 31, 2008 and 2007, a loss of $2.7 million and a gain of $2.3 million, respectively, has been included in loss (gain) on foreign exchange related to these contracts.

Outstanding Share Data

        Common shares and convertible securities outstanding as of February 25, 2010 are as follows:

Security
  Expiry Dates   Exercise Price
(C$)
  Common Shares on
Exercise
(000's)
 

Common shares

            139,566  

Warrants

  October 23, 2011   $9.00     24,504  

Share options

  August 11, 2010 to November 6, 2013   $2.94 to $23.93     6,234  
               

            170,304  
               

Forward-looking Statements

        The foregoing MD&A, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created thereby. See the discussion of "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

39


ITEM 9A.    CONTROLS AND PROCEDURES

        The Corporation's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Corporation's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives.

        The Chief Executive Officer and the Chief Financial Officer, with assistance from the Corporation's Disclosure Committee and the Corporation's management, have evaluated the effectiveness of disclosure controls and procedures as of December 31, 2009. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation's disclosure controls and procedures are effective as of December 31, 2009.

        The Chief Executive Officer and the Chief Financial Officer, with assistance from the Corporation's Disclosure Committee and the Corporation's management, have evaluated the effectiveness of disclosure controls and procedures as of December 31, 2008. Based on that evaluation, as of December 31, 2008, management had identified a material weakness, as discussed below, and the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation's disclosure controls and procedures were not effective as of December 31, 2008. The material weakness was remediated as of December 31, 2009.

        The certifications attached as Exhibits 31 and 32 hereto should be read in conjunction with the disclosures set forth herein.

Change in Internal Control over Financial Reporting

        The Corporation had a change in the internal control over financial reporting during the fourth quarter of fiscal 2009 that affected, or is reasonably likely to affect, the Corporation's internal control over financial reporting. The Corporation implemented a new software system that impacted the financial processes and controls within the area of accounting consolidation. However, to ensure adequate transition to the new system, the existing consolidation process was also maintained through year-end 2009. Management continued to rely on manual controls until the financial processes and system controls as originally designed are fully operational in the first quarter of 2010, at which point the Corporation expects to have controls that are improved from before the new system implementation.

Management's Report on Internal Control over Financial Reporting

        Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes, in accordance with generally accepted accounting principles ("GAAP").

        The Chief Executive and Chief Financial Officers, with assistance from the Corporation's Disclosure Committee and the Corporation's management, have evaluated the effectiveness of internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on its evaluation, management concluded that the Corporation's internal control

40



over financial reporting was effective as of December 31, 2009. Because of its inherent limitations, internal control over financial reporting, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

        The Corporation's independent registered public accounting firm has audited the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2009, as stated in the report which appears herein.

Remediation of Material Weakness

        As of December 31, 2008, management had identified a material weakness in disclosure controls and procedures and internal control over financial reporting. Specifically, the Corporation did not perform a timely and rigorous review over the application of complex GAAP in both the Canadian GAAP to US GAAP reconciliations and the goodwill impairment processes. This control deficiency resulted in a material audit adjustment to goodwill and related disclosures in the Corporation's consolidated financial statements for the year ended December 31, 2008. Unless remediated, this control deficiency could result in a material misstatement of the Corporation's consolidated financial statements that would not be prevented or detected. During 2009, management completed the following remediation plan:

    (1)
    Reviewed and redefined key controls within the financial reporting process.

    (2)
    Hired a technical accounting expert to address the accounting treatment for complex GAAP transactions, including the preparation and review of the US and Canadian GAAP reconciliations and goodwill impairment analysis.

    (3)
    Implemented a formal forecast and review process to identify any complex GAAP transactions requiring accounting research and significant accounting judgment.

    (4)
    Completed the automation of the consolidation process, in addition to maintaining the existing system of consolidation. This ensured adequate transition to the new automated system through December 31, 2009. The new consolidation software system has improved transparency, automated calculations, and allowed for more time to analyze and review complex GAAP transactions.

    (5)
    Implemented bi-monthly conference calls and lead a Controller's Conference with the corporate and site personnel who are critical to the financial reporting process. These activities enhance communication and provide training regarding standardized policies, procedures and internal controls related to the Corporation's financial closing and reporting of financial results, including complex GAAP transactions requiring significant accounting judgment.

    (6)
    Performed testing of disclosure controls, procedures and internal controls earlier and more frequently during the year to monitor the effectiveness of remediation efforts undertaken.

        As of December 31, 2009 management completed the execution of the remediation plan, evaluated and tested the effectiveness of these controls as of December 31, 2009 and determined that the material weakness related to the accounting of complex GAAP transactions has been remediated.

41



Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Thompson Creek Metals Company Inc.:

        We have audited Thompson Creek Metals Company Inc.'s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Thompson Creek Metals Company Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Thompson Creek Metals Company Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Thompson Creek Metals Company, Inc. and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the year then ended, and our report dated February 25, 2010 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Denver, Colorado
February 25, 2010

42



PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A)
The following documents are filed as part of this report:

(3)
Exhibits:

 
   
   
  Incorporated by Reference
Exhibit
Number
  Exhibit Title   Filed with
this
Form 10-K
  Form   File No.   Date
Filed
  2.1   Agreement and Plan of Merger dated September 1, 2006 (File No. 001-33783) Exhibit 99.123       40-F(1)                  

 

2.2

 

Amendment No. 1 to Agreement and Plan of Merger dated October 13, 2006 Exhibit 99.69

 

 

 

40-F(1)

 

      

 

      

 

3.1

 

Certificate of Continuation dated July 29, 2008

 

X†

 

 

 

      

 

      

 

3.2

 

Articles of Continuance effective July 29, 2008
Exhibit 99.1

 

 

 

6-K(2)

 

      

 

      

 

3.3

 

Articles of Amendment dated May 11, 2007.
Exhibit 99.186

 

 

 

40-F(1)

 

      

 

      

 

10.1

 

Amended Incentive Stock Option Plan

 

 

 

S-8(3)

 

      

 

      

 

10.2

 

Amended and Restated Employment Agreement between the Corporation and Kevin Loughrey dated December 30, 2009

 

X

 

 

 

      

 

      

 

10.3

 

Employment Agreement between the Corporation and S. Scott Shellhaas dated December 29, 2009

 

X†

 

 

 

      

 

      

 

10.4

 

Amended and Restated Employment Agreement between the Corporation and Pamela L. Saxton dated December 28, 2009

 

X

 

 

 

      

 

      

 

10.5

 

Amended and Restated Employment Agreement between the Corporation and Mark Wilson dated December 30, 2009

 

X

 

 

 

      

 

      

 

10.6

 

Amended and Restated Employment Agreement between the Corporation and Dale Huffman dated January 4, 2010

 

X

 

 

 

      

 

      

 

10.7

 

Employment Agreement between the Corporation and Ken Collison dated November 1, 2006.

 

X

 

 

 

 

 

 

 

10.8*

 

Exploration, Development and Mine Operating Agreement between Thompson Creek Mining Ltd. and Nissho Iwai Moly Resources, Inc. (Canada) (now Sojitz Moly Resources, Inc.) dated June 12, 1997

 

X

 

 

 

 

 

 

 

10.9*

 

Distributorship and Sales Agreement between Blue Pearl Mining Ltd. (now Thompson Creek Metals Company Inc.) and Sojitz Corporation dated September 1, 2006

 

X

 

 

 

 

 

 

 

10.10*

 

Sales Representative Agreement between Thompson Creek Canada, Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC and Nissho Iwai Corporation dated June 12, 1997

 

X

 

 

 

 

 

 

 
   
   
  Incorporated by Reference
Exhibit
Number
  Exhibit Title   Filed with
this
Form 10-K
  Form   File No.   Date
Filed
  10.11   Frame Contract between Thompson Creek Mining Ltd., Nissho Iwai Moly Resources, Inc. (Canada), Thompson Creek Metals Company, LLC Nissho Iwai Corporation dated June 12, 1997   X            

 

10.12*

 

Option Agreement between Thompson Creek Metals Company and Sojitz Corporation dated September 28, 2005

 

X

 

 

 

 

 

 

 

10.13

 

Agreement between Thompson Creek Metals Company and Sojitz Corporation dated September 28, 2005 (Phase 6 Agreement)

 

X

 

 

 

 

 

 

 

14.1

 

Code of Ethics and Business Practices adopted by the Board of Directors and amended by the Board of Directors on February 25, 2010.

 

X

 

 

 

      

 

      

 

21.1

 

Subsidiaries of the Corporation

 

X

 

 

 

      

 

      

 

23.1

 

Consent of Registered Public Accounting Firm (KPMG LLP)

 

X

 

 

 

      

 

      

 

23.2

 

Consent of Registered Public Accounting Firm (PricewaterhouseCoopers LLP)

 

X

 

 

 

      

 

      

 

23.3

 

KPMG Preferability Letter

 

X

 

 

 

      

 

      

 

24.1

 

Certified resolution of the Board of Directors of The Corporation authorizing that this report has been signed on behalf of certain officers and directors

 

X†

 

 

 

      

 

      

 

24.2

 

Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors

 

X

 

 

 

      

 

      

 

31.1

 

Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

X†

 

 

 

      

 

      

 

31.2

 

Certification required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

X†

 

 

 

      

 

      

 

32.1

 

Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328

 

X†

 

 

 

      

 

      

 

32.2

 

Certification required by Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with SEC Release No. 33-8328.

 

X†

 

 

 

      

 

      
*
Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

Filed herewith.

(1)
Filed on November 30, 2007

(2)
Filed on August 27, 2008

(3)
Filed on August 28, 2008


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

    THOMPSON CREEK METALS COMPANY INC.
(Registrant)

 

 

By:

 

/s/ KEVIN LOUGHREY

Kevin Loughrey
Chairman and Chief Executive Officer

Date: February 23, 2010

        Pursuant to requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ KEVIN LOUGHREY

Kevin Loughrey
  Chairman, Chief Executive Officer and Director

/s/ PAMELA L. SAXTON

Pamela L. Saxton

 

Chief Financial Officer and Vice President,
Finance, (Principal Financial Officer and
Principal Accounting Officer))


DIRECTORS

/s/ KEVIN LOUGHREY

Kevin Loughrey
  /s/ TIMOTHY J. HADDON

Timothy J. Haddon

/s/ DENIS C. ARSENAULT

Denis C. Arsenault

 

*

Kerry J. Knoll

/s/ JAMES L. FREER

James L. Freer

 

*

Ian J. McDonald

/s/ JAMES P. GEYER

James P. Geyer

 

/s/ THOMAS J. O'NEIL

Thomas J. O'Neil

Date: February 23, 2010


 

 

 

 

 

 

 
*By:   /s/ PAMELA L. SAXTON

Pamela L. Saxton
Attorney-in-Fact
       


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    THOMPSON CREEK METALS COMPANY INC.
(Registrant)

 

 

By:

 

/s/ DALE HUFFMAN

Dale Huffman
Vice President, General Counsel and Secretary

Date: March 1, 2010

 

 

 

 



QuickLinks

EXPLANATORY NOTE
PART II
Report of Independent Registered Public Accounting Firm
PART IV
SIGNATURES
DIRECTORS
SIGNATURES