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PART IV

Table of Contents

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

FORM 10-K

Commission File Number: 001-33783

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

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

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

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 15(d) 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 Web site, 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 ý    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

          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 24, 2011, there were 165,619,646 shares of TCM common stock, no par value, outstanding.

          As of June 30, 2010, the last day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common equity held by non-affiliates was approximately $1.2 billion, based on the closing price of the registrant's common stock on such date as reported on the New York Stock Exchange. For purposes of this calculation, shares of common stock held by executive officers, directors and holders of greater than 5% of TCM's outstanding common stock are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE

          Part III incorporates certain information by reference from the registrant's definitive proxy statement for the 2011 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant's fiscal year ended December 31, 2010.

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Thompson Creek Metals Company Inc.

INDEX TO FORM 10-K

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Reporting Currency, Financial and Other Information

        All dollar amounts in this report are expressed in United States dollars ("US$"), unless otherwise indicated. Canadian currency is denoted as "C$." Financial information is presented in accordance with accounting principles generally accepted in the United States ("US GAAP"). Differences between US GAAP and accounting principles generally accepted in Canada ("Canadian GAAP"), as applicable to Thompson Creek Metals Company Inc., are explained in Note 24 to the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data.

        References to "Thompson Creek," "TCM,", the "Corporation", the "Company", "we," "our" and "us" mean Thompson Creek Metals Company Inc., its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires. Additional information on TCM is available on EDGAR at www.sec.gov or on SEDAR at www.sedar.com.

Non-GAAP Financial Measures

        In this Form 10-K, we use the terms "cash cost per pound produced" and "adjusted net income" which are considered non-GAAP financial measures as defined in Securities and Exchange Commission ("SEC") Regulation S-K Item 10 and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, for a reconciliation of the comparable US GAAP measure and a definition of these measures as used in this report.

Statement Regarding Forward-Looking Information

        Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to TCM's business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities legislation. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Items 1 and 2, Business and Properties, Items 7 and 7A, Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosure About Market Risk, and Item 1A, Risk Factors. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Item 1A, Risk Factors and elsewhere in this report. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART I

ITEMS 1. AND 2.    BUSINESS AND PROPERTIES

GENERAL

        TCM is a growing, diversified, North American mining company. TCM has two large operating molybdenum mines, a large copper-gold mine under construction, a stand-alone metals roasting facility, and a number of additional metals properties in various stages of exploration. All operations are located in the United States or Canada.

        TCM's principal producing properties include the Thompson Creek producing open-pit molybdenum mine and concentrator ("TC Mine") in Idaho, a 75% joint venture interest in the Endako producing open-pit molybdenum mine, concentrator and roaster ("Endako Mine") in British Columbia, and the Langeloth metallurgical facility ("Langeloth Facility") in Pennsylvania.

        In October 2010, TCM acquired Terrane Metals Corp. ("Terrane") and, as a result, is currently in the process of constructing and developing the Mt. Milligan project ("Mt. Milligan") located in British Columbia, which has been designed to be a conventional truck-shovel open pit mine with a 66,000 ton per day copper flotation processing plant, with estimated average annual production of 81 million pounds of copper and 194,000 ounces of gold over the life of the mine.

        Thompson Creek also has two underground molybdenum exploration projects (comprised of the Davidson Property, located in British Columbia, and an option to acquire up to 75% of the Mount Emmons Property, located in Colorado), a copper-molybdenum exploration project located in British Columbia (the Berg Property), and two joint venture exploration projects located in British Columbia, one of which is a lead and zinc project (the Howard's Pass Property), and the other a gold project (the Maze Lake Property).

        Among TCM's principal assets are its ore reserves. At December 31, 2010, consolidated proven and probable reserves for the TC Mine and for TCM's 75% joint venture interest in the Endako Mine totaled 462.2 million pounds of contained molybdenum, with 53.6% of these reserves from the TC Mine and 46.4% from TCM's joint venture interest in the Endako Mine. The consolidated proven and probable reserves estimates for the TC Mine were prepared by the TC Mine staff and verified by Independent Mining Consultants, Inc. ("IMC") using a cut-off grade of 0.030% molybdenum ("Mo"). The consolidated proven and probable reserves estimates for the Endako Mine were prepared by the Endako Mine staff using cut-off grades varying by year from 0.045 to 0.030% molybdenum disulfide ("MoS₂"). At December 31, 2010, consolidated proven and probable reserves for Mt. Milligan totaled 2.1 billion pounds of contained copper and 6 million ounces of contained gold. The ore reserve estimates for Mt. Milligan were prepared by IMC. The open pit was optimized at a $3.72/ton net smelter return cut-off value and incorporates costs for milling, plant services, tailing services and general and administrative charges and at $1.60/lb copper, $690/oz gold and 0.85 US$/C$ exchange rate. Please refer to Glossary of Terms below.

        TCM's total revenues for 2010 were $594.8 million, which represented the sale of 36.9 million pounds of molybdenum (29.1 million pounds were from production from the mines and 7.9 million pounds were from third-party product that was purchased, processed and resold).

        Detailed information regarding TCM's operations and planned exploration projects is found below. See the Glossary of Terms below for the definitions of mining terms used in this report.

        TCM has three reportable segments: US Operations Molybdenum, Canadian Operations Molybdenum, and Copper-Gold (Development). The US Operations segment includes all mining, milling, mine site administration, roasting and sale of molybdenum products from the TC Mine and Langeloth Facility, as well as all roasting and sales of third-party purchased material. The Canadian Operations Molybdenum segment includes all mining, milling, mine site administration, roasting and

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sale of molybdenum products from the 75% owned Endako Mine. The Copper-Gold (Development) segment includes all development expenditures and development site administration from Mt. Milligan. See Note 23 to the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, for information relating to TCM's operating segments.

THOMPSON CREEK HISTORY

        TCM is a corporation governed by the Business Corporations Act (British Columbia) ("BCBCA"). TCM was organized in 2000 as a corporation under the laws of Ontario, Canada, and was continued as a corporation under the laws of British Columbia, Canada under the BCBCA effective July 29, 2008.

        On October 26, 2006, TCM acquired (the "Thompson Creek Acquisition") Thompson Creek Metals Company USA ("Thompson Creek USA"). The purchase price consisted of $575 million paid on closing, $61.5 million paid subsequent to the collection of certain receivables and a $100 million contingent payment made in January 2008.

        TCM funded the Thompson Creek Acquisition and related transaction costs through a $203 million public equity offering consisting of the issuance of 41.9 million common shares and 20.9 million warrants, a $35 million equity sale to one of the vendors of Thompson Creek USA, a $402 million term debt facility and a $25 million revolving line of credit. The term loan was repaid in full in June 2008. The revolving line of credit was voluntarily terminated by TCM effective February 2, 2010. The assets acquired by TCM included the TC Mine, a 75% interest in the Endako Mine and the Langeloth Facility.

        On June 5, 2008, TCM completed an equity financing for aggregate gross proceeds of C$215 million, issuing 10 million common shares at a price of C$21.50 per share. TCM used the net proceeds of the financing, together with cash on hand, to repay the term loan as noted above. On June 27, 2008, TCM completed the sale of an additional 914,700 common shares at C$21.50 per share following the exercise of the underwriters' over-allotment option granted in connection with the equity financing for additional gross proceeds of approximately C$19 million.

        On September 16, 2009, TCM completed another equity financing for aggregate gross proceeds of C$217 million, issuing 15.5 million common shares of TCM at a price of C$14.00 per share.

        On October 20, 2010, TCM acquired all of the issued and outstanding common shares and stock options of Terrane by way of a plan of arrangement (the "Arrangement"). Upon consummation of the Arrangement, Terrane became a wholly-owned subsidiary of TCM.

        Under the Arrangement, holders of Terrane common shares received C$0.90 in cash and 0.052 of a TCM common share per each Terrane share. Pursuant to the agreement governing the Arrangement dated July 15, 2010 and amended on August 20, 2010 (the "Arrangement Agreement,"), the warrants issued by Terrane in 2007 and 2010 continue to remain outstanding and, in accordance with their terms, the holders thereof are entitled to receive the same cash and share consideration that Terrane's common shareholders were entitled to receive in connection with the Arrangement Agreement upon exercise of such warrants. TCM also concurrently entered into a purchase and sale agreement with a subsidiary of Royal Gold, Inc. ("RG") that provides for, among other things, the purchase by RG of 25% of the payable gold produced by Mt. Milligan (the "Gold Stream Transaction").

        During the fourth quarter of 2010, TCM entered into a $290.0 million senior secured revolving credit facility (the "Credit Facility"). Up to $100.0 million of the Credit Facility is available for letters of credit, and up to $30.0 million will be available for swingline loans. The Credit Facility will terminate and all amounts outstanding are due and payable on December 10, 2014. TCM can prepay amounts outstanding under the Credit Facility at any time, and the Credit Facility can be voluntarily terminated at any time prior to the December 10, 2014 maturity date without premium or penalty. Borrowings

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under the Credit Facility will be used for general corporate purposes, including capital expenditures relating to the mill expansion project at the Endako Mine and the Mt. Milligan project.

        The following map sets forth the locations of TCM's mines, development projects and metallurgical facility.

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MOLYBDENUM

        TCM currently produces molybdenum products from its two primary mines and from purchased concentrates from third-party by-product copper production. TCM's principal products are molybdic oxide (also known as roasted molybdenum concentrate) and ferromolybdenum. These two commodity products account for approximately 75% of TCM's sales. This is also the approximate proportion of the use of mined molybdenum for metallurgical purposes as an alloy in various steels. Other products produced by TCM include high soluble technical oxide, pure molybdenum tri-oxide, and high purity molybdenum disulfide.

        Molybdenum's main use is as a ferro-alloy in steels, especially where high-strength, temperature resistant or corrosive resistant properties are sought. The addition of molybdenum enhances the strength, toughness, and wear or corrosion resistance of alloys. Molybdenum is used in major industries including transportation, process equipment manufacturing, power generation, oil well drilling and the manufacturing of petroleum and gas pipelines. Molybdenum is a key alloying element, and the molybdenum chemicals produced are used as catalysts, lubricants, flame-retardants, corrosion inhibitors and pigments. One catalyst, which is growing in importance, is used in the de-sulphurization and de-metallization of crude oils as they are refined.

        Molybdenum as a high-purity metal is also used in electronics such as flat-panel displays, heat sinks, and wiring. First end-user segments for molybdenum include:

Construction steel 35%
Stainless steel 25%
Chemicals 14%
Tool and high-speed steel 9%
Cast iron 6%
Molybdenum metal 6%
Super alloys 5%

        In the fiscal years ended December 31, 2010, 2009, and 2008, sales of molybdenum accounted for 97.3%, 96.9%, and 98.1% of TCM's revenue, respectively.

MOLYBDENUM SALES AND PRODUCTS

        The world market for molybdenum consumption was approximately 460 million pounds in 2009, increasing to approximately 485 million pounds in 2010, both as estimated by CRU International. Over the same period, the average price of molybdenum increased from $11.03 per pound in 2009 to $15.72 per pound in 2010.

        TCM has entered into a distributorship and sales agreement appointing an arm's length third-party as the distributor in Asia of up to 20% of all molybdenum produced from the TC Mine for a period of ten years, commencing on January 1, 2007. These sales are made under TCM's discretion and approval at the prevailing market prices.

        In September 2005, TCM entered into a sales agreement with respect to the TC Mine, which took effect on January 1, 2008, pursuant to which TCM agreed to sell a maximum of four million pounds of technical grade molybdic oxide from Phase 6 of the TC Mine (the "Product"), with a cap of one million pounds a year, at a price of not less than $4.50 per pound and not more than $7.50 per pound of molybdenum derived from the Product. Also in September 2005, TCM agreed with the same party to sell the balance between 10% of Phase 6 production and the four million pounds, estimated to be another four million pounds of molybdenum, at prices to be determined at approximately a 10% discount to the market price of molybdenum at the time of shipment with a minimum price of $4.50 per pound of molybdenum. This agreement took effect in early 2007 and is expected to be fulfilled in early 2012.

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        The balance of the sales from TC Mine is made directly to customers in the United States and throughout the world. These sales are primarily annual agreements for fixed volumes to be priced at the prevailing price upon delivery of the products. A smaller proportion of sales are handled as spot sales against a purchase order for each single transaction.

        Production from the Endako Mine is sold primarily under annual supply contracts with customers who are steel, chemical and petroleum catalyst manufacturers. These annual contracts typically have quantities with fixed purchase volumes, with the sales price established by negotiated terms and conditions, referencing published molybdenum prices in various metal trade publications at or near the date of the molybdenum sale. Some of the molybdenum is sold on a spot sales basis, based upon negotiated prices. A small amount of sales is also completed on the basis of long-term, multi-year sales contracts.

        The Endako Mine is a fully integrated producer, with the majority of its finished molybdenum produced from material mined, milled and roasted to saleable molybdenum trioxide on site.

        Reference prices for molybdenum are available in several publications, including Platts Metals Week, Ryan's Notes and Metal Bulletin. Molybdenum futures commenced trading on the London Metal Exchange on February 22, 2010.

        The table below shows the high, low and average prices quoted in Platts Metals Week for molybdenum in US$ per pound for the last 10 years.

        The prices quoted in Platts Metals Week for the week of February 21, 2011 were $18.00 (high), $17.70 (low) and $17.85 (average) per pound of molybdenum for drummed oxide.

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Molybdenum Products and Uses

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COPPER PRICE HISTORY

        Copper is an internationally traded commodity, and its prices are determined by the major metals exchanges—New York Mercantile Exchange ("COMEX"), the London Metals Exchange ("LME") and the Shanghai Futures Exchange ("SHFE"). Prices on these exchanges generally reflect the worldwide balance of copper supply and demand and can be volatile and cyclical.

        The following table shows the high, low and average daily LME spot copper prices in US$ per pound over the past ten years:

GOLD PRICE HISTORY

        The price of gold is volatile and is affected by numerous factors all of which are beyond TCM's control such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the US dollar and foreign currencies, changes in global and regional gold demand, and the political and economic conditions of major gold-producing countries throughout the world.

        The following table presents the high, low and average London P.M. fixed prices for gold per ounce on the London Bullion Market in US$ over the past ten years:

GLOSSARY OF TERMS

        TCM reports Mineral Reserves under two separate standards to meet the requirements for reporting in both the United States ("US") and Canada. US reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 ("NI 43-101"), which adopts definitions from those given by the Canadian Institute of Mining, Metallurgy and Petroleum.

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These reporting standards are both designed not only to convey an appropriate level of confidence in the disclosures being reported, but also utilize differing approaches and definitions.

        TCM reports Mineral Resources and Mineral Reserves according to the definitions set forth in NI 43-101, and modifies as appropriate to conform to SEC Industry Guide 7 for reporting in the US. The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the similarities and differences.

SEC INDUSTRY GUIDE 7 DEFINITIONS

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NI 43-101 DEFINITIONS

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ADDITIONAL DEFINITIONS

        alteration—any change in the mineral composition of a rock brought about by physical or chemical means

        assay—a measure of the valuable mineral content

        Au—gold

        chalcopyrite—common sulfide ore of copper, made of copper and iron sulfide

        concentrate—the product of mineral flotation process which separates and concentrates ore minerals from waste material

        concentrator—plant and equipment that conducts process of mineral concentration

        Cu—copper

        cut-off grade—when determining economically viable Mineral Reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined and processed at a profit

        diamond drilling—rotary drilling using diamond-set or diamond-impregnated bits, to produce a solid continuous core of rock sample

        dip—the angle that a structural surface, a bedding or fault plane, makes with the horizontal, measured perpendicular to the strike of the structure

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        dissemination—where minerals occur as scattered particles in the rock

        fault—a surface or zone of rock fracture along which there has been displacement

        feasibility study—a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

        formation—a distinct layer of sedimentary rock of similar composition

        geochemistry—the study of the distribution and amounts of the chemical elements in minerals, ores, rocks, solids, water, and the atmosphere

        geophysics—the study of the mechanical, electrical, gravitational and magnetic properties of the Earth's crust

        geophysical surveys—a survey method used primarily in the mining industry as an exploration tool, applying the methods of physics and engineering to the Earth's surface

        geotechnical—the study of ground stability

        grade—quantity of metal per unit weight of host rock

        granodiorite—a group of coarse-grained plutonic rocks intermediate in composition between quartz diorite and quartz monzonite containing quartz, plagioclase, potassium feldspar with biotite and hornblende

        host rock—the rock in which a mineral or an ore body may be contained

        hydrothermal—the products of the actions of heated water, such as a mineral deposit precipitated from a hot solution

        in-situ—in its natural position

        life-of-mine—a term commonly used to refer to the likely term of a mining operation and normally determined by dividing the tonnes of Mineral Reserve by the annual rate of mining and processing

        mineral—a naturally occurring inorganic crystalline material having a definite chemical composition

        mineralization—a natural accumulation or concentration in rocks or soil of one or more potentially economic minerals, also the process by which minerals are introduced or concentrated in a rock

        Mo—molybdenum

        molybdenite—a mineral of molybdenum disulfide; common sulphide ore of molybdenum

        MoS₂—molybdenum disulfide or molybdenite

        net smelter return (NSR)—refers to the revenue expected from ore delivered to the mill, taking into account metallurgical recoveries, concentrate grades, transportation costs and smelter treatment charges, usually measured on a per ton basis

        outcrop—that part of a geologic formation or structure that appears at the surface of the Earth

        open pit—surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body

        ore—mineral bearing rock that can be mined and treated profitably under current or immediately foreseeable economic conditions

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        ore body—a mostly solid and fairly continuous mass of mineralization estimated to be economically mineable

        ore grade—the average weight of the valuable metal or mineral contained in a specific weight of ore i.e. grams per tonne of ore

        oxide—gold bearing ore which results from the oxidation of near surface sulfide ore

        preliminary assessment—a study that includes an economic analysis of the potential viability of Mineral Resources taken at an early stage of the project prior to the completion of a preliminary feasibility study

        porphyry—a deposit of molybdenum or copper bearing ores associated with intrusive igneous rocks of porphyritic texture

        preliminary feasibility study and pre-feasibility study—each mean a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve

        pyrite—common sulfide of iron

        QA/QC—Quality Assurance/Quality Control is the process of controlling and assuring data quality for assays and other exploration and mining data

        rock—indurated naturally occurring mineral matter of various compositions

        SAG—semi-autogenous grinding, a SAG mill is a grinding mill that uses steel balls in addition to coarser ores for grinding

        sediment—particles transported by water, wind or ice

        sedimentary rock—rock formed at the Earth's surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited

        sericite—a white fine grained potassium mica occurring as an alteration product of various aluminosilicate minerals

        stockpile—a rock dump containing ore grade material to be processed at some point in the future

        stockwork—a complex system of variably oriented veins

        stratigraphic or stratigraphically—geology that deals with the origin and succession of strata

        strike—the direction or trend that a structural surface, e.g. a bedding or fault plane, takes as it intersects the horizontal

        strip—to remove overburden in order to expose ore

        sulfide—a mineral including sulfur (S) and iron (Fe) as well as other elements; metallic sulfur-bearing mineral often associated with gold mineralization

        tailings—fine ground wet waste material produced from ore after economically recoverable metals or minerals have been extracted

        ton—short ton, equal to 2,000 pounds, or 907.2 kilograms

        tonne—metric tonne, equal to 1,000 kilograms or 2,204.6 pounds

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        transition ore—is an ore zone lying between the oxide ore and the sulfide ore; ore material that is partially weathered and oxidized

        vein—a thin, sheet-like crosscutting body of hydrothermal mineralization, principally quartz

        volcanics—those originally molten rocks, generally fine grained, that have reached or nearly reached the Earth's surface before solidifying

        weathering—near surface alteration and oxidation of minerals and rocks by exposure to the atmosphere or ground water

MINERAL RESERVES

        TCM's Proven and Probable Mineral Reserves are estimated in conformance with definitions set out in NI 43-101. Technical Reports have been filed regarding the disclosure of Mineral Reserves and Mineral Resources for TC Mine, Endako Mine and Mt. Milligan as required by NI 43-101. The Proven and Probable Mineral Reserves are those tonnages contained within economically optimized pits, configured using current and predicted mining and processing methods and related operating costs and performance parameters. TCM believes that the Mineral Reserves are estimated on a basis consistent with the definition of proven and probable reserves prescribed for use in the US by SEC Industry Guide 7. See Glossary of Terms.

        The estimation of Mineral Reserves is constrained to an economically optimized pit based on all operating costs, including the costs to mine. Since all material lying within the optimized pit will be mined, the cut-off grade used in determining Mineral Reserves is estimated based on the material that, having been mined, is economic to transport and process without regard to primary mining costs (i.e., mining costs that were appropriately applied at the economic optimization stage).

        The QA/QC controls program used in connection with the estimation of TCM's Mineral Reserves consists of regular insertion and analysis of blanks and standards to monitor laboratory performance.

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        The following tables summarize the TCM's estimated Proven and Probable Mineral Reserves as of December 31, 2010:

PROVEN AND PROBABLE MINERAL RESERVES

        The following table sets forth the estimated molybdenum Mineral Reserves for the TC Mine and the Endako Mine as of December 31, 2010:

Proven and Probable Molybdenum Ore Reserves at December 31, 2010(5)(6)

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        The following tables set forth the estimated copper and gold Mineral Reserves for Mt. Milligan as of December 31, 2010:

Proven and Probable Copper Mineral Reserves at December 31, 2010(3)(4)

Proven and Probable Gold Mineral Reserves at December 31, 2010(3)(4)

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Reconciliation of Mineral Reserves as shown under NI 43-101 and under SEC Industry Guide 7

        As Mineral Reserves are reported to both NI 43-101 and SEC Industry Guide 7, it is possible for Mineral Reserve figures to vary between the two standards due to the differences in reporting requirements under each standard. For example, NI 43-101 has a minimum requirement that Mineral Reserves be supported by a pre-feasibility study, whereas SEC Industry Guide 7 requires support from a detailed feasibility study that demonstrates that economic extraction is justified.

        For the Mineral Reserves at December 31, 2010, there is no difference between the Mineral Reserves as disclosed under NI 43-101 and those disclosed under SEC Industry Guide 7, and therefore no reconciliation is provided.

Reconciliation of Year-End 2010 and 2009 Proven and Probable Molybdenum Mineral Reserves(3)

NON-RESERVES—MEASURED AND INDICATED MINERAL RESOURCES

Cautionary Note to US Investors concerning estimates of Measured and Indicated Mineral Resources

        This section uses the terms "Measured Mineral Resources" and "Indicated Mineral Resources." TCM advises US investors that, while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize them. US investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into Mineral Reserves.

        The Measured and Indicated Mineral Resources, which are reported in this Form 10-K, do not include that part of TCM's Mineral Resources that have been converted to Proven and Probable Mineral Reserves as shown above, and have been estimated in compliance with definitions set out in NI 43-101. TCM has filed Technical Reports regarding the disclosure of Mineral Reserves and Mineral Resources for the TC Mine and Endako Mine, and for Mt. Milligan under the Terrane profile, as required by NI 43-101 regulations. See Glossary of Terms above.

        The total Measured and Indicated Mineral Resources for all properties have been estimated at variable economic cut-off grades based on metal prices as provided below, and on economic parameters deemed realistic. The economic cut-off grades for Mineral Resources are lower than those for Mineral Reserves and are indicative of the fact that the Mineral Resource estimates include material that may become economic under more favorable conditions including increases in metal price.

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        The following tables summarize TCM's estimated non-reserves—Measured and Indicated Mineral Resources as of December 31, 2010:

Measured and Indicated Molybdenum Mineral Resources at December 31, 2010(1)(6)(7)(8)

Measured and Indicated Copper Mineral Resources at December 31, 2010(1)(6)(7)(8)

Measured and Indicated Gold Mineral Resources at December 31, 2010(1)(6)(7)(8)

Measured and Indicated Silver Mineral Resources at December 31, 2010(1)(6)(7)(8)

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NON-RESERVES—INFERRED MINERAL RESOURCES

Cautionary Note to US Investors concerning estimates of Inferred Mineral Resources

        This section uses the term "Inferred Mineral Resources." TCM advises US investors that while this term is recognized and required by NI 43-101, the SEC does not recognize it. "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of Inferred Mineral Resources will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of Inferred Mineral Resources cannot form the basis of feasibility or other economic studies. US investors are cautioned not to assume that part or all of the Inferred Mineral Resource exists, or is economically or legally mineable.

        The Inferred Mineral Resources have been estimated in compliance with definitions defined by NI 43-101 and Technical Reports have been filed for the reporting of Mineral Resources and Mineral Reserves for the TC Mine and Endako Mine, Mt. Milligan, and the Berg and Davidson properties. See Glossary of Terms.

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        The following tables summarize estimated non-reserves—Inferred Mineral Resources as of December 31, 2010:

Inferred Resources—Molybdenum(1)(6)(7)

Inferred Resources—Copper(1)(6)(7)

Inferred Resources—Gold(1)(6)(7)

Inferred Resources—Silver(1)(6)(7)

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OPERATIONS

SUMMARY OPERATING DATA

        The following table sets out certain operating data underlying TCM's operating information for each of the periods indicated:

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        The following table sets out production, for each of the periods indicated, from each of TCM's two mines as well as other information relating to operations at the Langeloth Facility:

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PROPERTIES NET BOOK VALUE

        At December 31, 2010, net book values of TCM's properties are as follows (US$ millions):

TC MINE

        The TC Mine operates an open pit molybdenum mine and concentrator near Challis, Idaho. The operation consists of an open pit mine, ore crusher and conveyer system, mill and concentrator, tailings and containment dam and support facilities. Open pit mining began in 1983. Material mined from the TC Mine is treated at a processing plant on site, and concentrate material is transported to the Langeloth Facility.

        The molybdenum concentrate produced at the TC Mine is transported to the Langeloth Facility in Langeloth, Pennsylvania, which is owned and operated by TCM. The Langeloth Facility is a metallurgical facility, which produces molybdenum trioxide, ferromolybdenum products and other specialty products. The Langeloth Facility also processes non-molybdenum catalysts for various customers, primarily in the food industry.

Property Description and Location

        The TC Mine is located approximately 30 miles southwest of the town of Challis, Idaho. The site contains an open pit, a mill, support buildings, maintenance facilities, offices, and an assay laboratory.

        TC Mine controls a block of contiguous mineral claims that include 1,589 patented and unpatented mineral claims and mill site claims comprising of approximately 18,000 acres. The area of occupation is approximately 35 square miles of land, or 22,500 acres, and includes the open pit and concentrator, as well as the tailings dam and waste dumps. All current ore reserves are located on patented mining claims and are not expected to be subject to any US Federal government royalties that may be enacted in the future. Maintenance buildings are located on private land. Approximately 50% of the mineral claims are located within the Challis National Forest, with the remaining 50% located within the perimeter of Bureau of Land Management ("BLM") land. Ongoing obligations to maintain title to the TC Mine property are approximately $155,000 per year. Title to all property is current and up-to-date. Local taxes levied on the mine and mill site, as well as the TC Mine property in the City of Challis, Squaw Creek land, TC Mine land, Challis agricultural land and right-of-way and easements amount to approximately $346,000 per year. There are no royalties or other encumbrances on the TC Mine property.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

        The TC Mine is accessible by scheduled air carrier into Idaho Falls, Sun Valley and Boise, Idaho. Vehicle access to the mine is available by highway and gravel roads from each of these cities.

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        The TC Mine is located in rugged mountainous terrain at elevations ranging from 6,000 to 8,500 feet above sea level. The mean annual temperature for the area is 45.3 degrees Fahrenheit. Average temperature in July, the warmest month, is 68.5 degrees Fahrenheit and average temperature in January, the coldest month, is 21.9 degrees Fahrenheit. The average annual precipitation is 7.7 inches.

        Currently on site, there is a concentrator with crushing facilities, dry facilities, various offices, two rock dumps with sediment dams, a tailings management facility and the TC Mine open pit. The site is serviced by a well-maintained gravel road. Electric power is provided to the site by the Salmon River Electric Co-op through a 24.7 mile 230 kV power line to the South Butte Substation, then by a 2.6 mile 69 kV line to the mill site. Both of these lines are owned by TC Mine. The infrastructure at the TC Mine includes a five mile access road, an administrative building, a warehouse, worker shower and change facilities, an infirmary, a laboratory, a main garage and repair shops. Fresh water for the TC Mine is pumped from the Salmon River.

Mining and Processing Operations

        Conventional open pit mining methods are used at the TC Mine. Cable shovels load the blasted material into trucks and, depending on grade, the material is hauled either to the waste dumps, the crusher, or to the stockpile. A crusher is located adjacent to the pit; crushed rock is conveyed 7,000 feet to the concentrator.

        Ore is crushed and then ground in a closed-circuit SAG mill-ball circuit and then upgraded by flotation, producing a rougher concentrate. A rougher concentrate is removed and sent for regrinding. The material is then sent through column cleaner flotation cells and screened. Screen undersize is leached to remove leads, copper, and other contaminates. The screen oversize and leached products are then packaged and shipped.

        The life-of-mine plan for the TC Mine currently includes Phase 6, 7, and 8 (8E and 8W) open pit pushbacks. The plan, from January 1, 2011 until mid-2025, contemplates mining and processing a total of 152.9 million tons of proven and probable mineral reserves at 0.081% Mo. The average strip ratio is 2.1:1.

Mineral Processing

        The TC Mine concentrator produces MoS₂ concentrate, most of which is shipped to the Langeloth Facility to be roasted into molybdenum oxide. The concentrator began operations in 1983 and has been well maintained. It had an original design capacity of 25,000 tons per day. The planned daily plant throughput for 2011 is 28,000 tons per day.

        Ore is crushed with a single primary gyratory crusher and delivered to a coarse ore stockpile by an overland conveyor. Two apron feeders take material from the coarse ore stockpile and feed two parallel grinding circuits. Each grinding line consists of an open circuit SAG mill followed by a ball mill in closed circuit with cyclones.

        The material is withdrawn from the stockpile by two parallel lines of apron feeders to two grinding circuits consisting of a SAG mill and a ball mill.

        The SAG mill operates in open circuit while the ball mill operates in closed circuit with size-classifying cyclones. The SAG mill and ball mill discharges are pumped together to the cyclones. The cyclone underflow is recycled to the ball mill and the overflow feeds two parallel banks of rougher-scavenger flotation cells. The rougher-scavenger concentrate is pumped to the first regrind ball mill, and the tailings are pumped to the tailings pond. For six months of the year, seasonal conditions permitting, the tailings are floated to remove the pyrite as a concentrate. The pyrite concentrate is pumped to sub-aqueous deposition in the tailings pond to avoid oxidation and acid generation.

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        The rougher concentrate is reground in a ball mill operating in closed circuit with cyclones. The cyclone underflow is recycled to the mill, and the overflow feeds the first cleaner and cleaner-scavenger flotation stage. The first cleaner concentrate is upgraded in the second and third cleaner flotation columns. The first cleaner-scavenger concentrate is recycled to the regrind ball mill, and the tailings are discharged with the rougher scavenger tailings. The third column cleaner concentrate is screened as a first step to producing different grades of molybdenum. The screen oversize is processed into a high-grade product, while the undersize is processed through a leaching circuit to produce material that meets specifications for roasting. The screen oversize is reground in a ball mill operating in closed circuit with cyclones. The cyclone underflow is recycled to the regrind mill. The cyclone overflow is upgraded through one stage of column flotation. The concentrate is filtered, dried, and then dry ground in a jet mill to produce a fine product or further ground in a pancake mill to produce the superfine product. The products are packaged in drums. The screen undersize is dewatered in a thickener then batch leached in a hot ferric chloride circuit to remove lead and copper. The leach slurry is filtered in filter presses. The filter cake is dried, and then bagged, while the filtrate is neutralized and further discarded as tailings. Off-gases from the dryers are scrubbed in wet scrubbers prior to discharging to the atmosphere.

        The availability of the mill has been high. The mill operation was reduced to a ten day on, four day off operation at the end of February 2009, to adjust to market demands. 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.

Recoverability

        For the years ended December 31, 2010, 2009, and 2008 the recovery in the TC Mine concentrator were 89.9%, 90.4%, and 87.4%, respectively. Much of this change in recovery can be attributed to feed grade variations, which were 0.139% Mo, 0.131% Mo, and 0.096% Mo for the years ended December 31, 2010, 2009, and 2008, and the amount of oxidized low grade material reclaimed from stockpiles during that period, which compromised recovery. Lower grade material is no longer being blended with higher grade ore.

History

        The TC Mine deposit was discovered in 1968. Construction of the mine started in 1981, with full production beginning in 1983 and continuing until 1992. In 1993, TCM purchased the mine and resumed operations in 1994, which have continued to the present.

Geology

        The TC Mine porphyry molybdenum deposit is located near the fault intersection of two geologic provinces: continental, arc-related intrusive rocks of the late Cretaceous Idaho Batholith (the "Idaho Batholith") are exposed to the west of the mine, while complexly deformed Palaeozoic metasedimentary rocks are dominant to the east.

        The Idaho Batholith is a multi-phase, long-lived intrusion with a granitic to granodioritic composition. It is derived from extensive melting of the continental crust during subduction of the Farallon oceanic plate beneath the palaeo-North American plate. In western Idaho, the Idaho Batholith is separated by outcrops of significantly older metasedimentary rocks (such as the Middle Proterozoic Belt Supergroup).

        Palaeozoic metasedimentary rocks form the wall-rock to portions of the TC Mine deposit. Geologically, these sediments are believed to represent geosynclinal, clastic-dominated units that are similar in age and style to those exposed in central Nevada. Syngenetic stratiform base-metal mineralization is locally developed in some of these Palaeozoic units.

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        Much of the pre-Tertiary geology in both provinces is obscured by a thick, unconformable deposit of Eocene Challis volcanic rocks. Hot-spring waters flowing into the Salmon River are relicts of this volcanic episode.

        Molybdenum mineralization in the deposit is hosted in the TC Mine intrusive complex, a composite granodiorite-quartz monzonite stock of Cretaceous age. The stock intruded carbonaceous and locally limy argillite of the Mississippian Copper Basin Formation. Where it is in contact with the intrusive complex, the argillite has been contact-metamorphosed to hornfels and locally to tactite. The intrusive and sedimentary rocks are unconformably overlain by the Eocene Challis Volcanics, a post-mineral sequence of andesite to rhyodacite tuffs, flows, and agglomerates. Locally, the volcanic cover is up to 1,000 feet thick. These volcanic rocks fill valleys and depressions in the paleotopography around the TC Mine site.

        The majority of the TC Mine deposit is hosted within the igneous rocks of the TC Mine intrusive complex, with minor amounts found in the metasediments. Two important structures crosscut the TC Mine deposit: the Raise Fault, which roughly parallels the northwest trend of mineralization, and the post-mineral Unnamed Fault, which divides the orebody into northwest and southeast portions. The Unnamed Fault strikes N34°E and dips steeply southeast. Geologists who have worked with the deposit believe that the southeast portion of the orebody is down-dropped relative to the northwest portion.

        Recent glacial deposits mantle the lower parts of many river valleys in the area.

Deposit Types

        The TC Mine deposit is a member of a class of mineral deposits known as the porphyry molybdenum type. Porphyry molybdenum deposits have been divided into two subtypes called the Climax-type and the Endako-type. The TC Mine belongs in the latter category. In contrast to the rift-related Climax-type deposits, the Endako-type deposits formed by subduction-related processes (described above). Other deposits in this class include Quartz Hill, Alaska, and White Cloud, Idaho.

        Porphyry molybdenum deposits are hosted by granodiorite to quartz monzonite intrusions and have secondary potassic alteration assemblages (biotite-feldspar). Typically, the mineralization is in the form of multiple cross-cutting molybdenite-quartz vein stockworks. These deposits are characterized by low copper values.

Mineralization

        The long axis of the TC Mine deposit is elliptical in shape and is oriented in a northwesterly direction. The approximate dimensions of the deposit are 5,000 feet long by 2,100 feet wide by 2,500 feet deep. Molybdenum mineralization occurs in stockworks of quartz veins and stringer zones. These stockworks are associated with a potassic zone of alteration consisting of coarse biotite, K-feldspar and minor pyrite. A shell of phyllic alteration defined by a quartz-sericite-pyrite assemblage surrounds the main zone of molybdenum mineralization. A barren potassic core of quartz/K-feldspar alteration underlies the molybdenum mineralization. The quartz-monzonite stockworks are preferentially oriented north 40-60 degrees west and dip moderately to steeply to the northeast.

Exploration

        The TC Mine has an active developmental and exploration drilling program underway for 2011, under which drilling is planned in two independent areas outside of the current mine infrastructure but within the State of Idaho.

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Environmental Considerations

        The TC Mine manages its day-to-day environmental issues in compliance with existing laws and regulations. In conjunction with these compliance activities, the TC Mine has posted reclamation and closure bonds totaling approximately $25.5 million as of December 31, 2010.

        TCM is in the process of completing an Environmental Impact Statement ("EIS") in connection with a proposed expansion of the TC Mine area for the disposal of waste rock and tailings. TCM is required to complete the EIS for the US Department of the Interior's BLM, primarily because the land covered by expansion includes federal lands administered by the US Forest Service and the BLM. The EIS process is expected to be completed in 2012 and will cover a number of outstanding matters, such as long-term closure plans and bonding. The EIS will be the final authorization required in order to proceed with the mine expansion. Revisions to the TC Mine's outstanding Natural Pollution Discharge Elimination System ("NPDES") permit, administered by the US Environmental Protection Agency ("EPA") are likely to be required in order to conduct operations on the new land following the expansion.

        In October 2005, as a result of "hazardous substances" being found in arsenic, copper and zinc at the abandoned Tungsten Jim mine site (which is located on part of the TC Mine property), previously operated by others, TCM was issued a Unilateral Administrative Order (the "Clean-Up Order") to clean up the Tungsten Jim mine site under the Comprehensive Environmental Response, Compensation and Liability Act by the United States Department of Agriculture. The Tungsten Jim mine site extends from the main TC Mine to include two associated mill areas: the Scheelite Jim Mill area and the Scheelite Nellie Mill area. The Tungsten Jim mine was operated intermittently until 1977 by a third party. TCM inherited the abandoned sites when it acquired the TC Mine in 1993. The Clean-Up Order requires TCM to clean up the sites. Based on the field inspection of the three sites, it is estimated that the clean-up cost will be in the order of approximately $1.7 million. TCM has completed the field evaluation and believes it is in compliance with the Clean-Up Order. The clean-up work will be undertaken once the clean-up plan is approved.

Tailings Storage

        The tailings dam is a center line construction where the tailings slurry is cycloned and the coarse fraction is used to build the dam. In order to minimize acid rock drainage on the downstream slope of the dam, a pyrite removal circuit has been added to the process. The dry downstream slope of the dam is subject to wind erosion. The tailings dam, as designed, has limited capacity to expand. The current approved capacity of the dam, which is limited by the height of land at the dam center line, will be reached in 2014. Additional storage capacity has been designed and is pending regulatory approval. The pending expansion will provide capacity that exceeds current reserves.

        The ongoing phreatic zone measurements in the dam are at the bedrock tailings interface, except for one small area. The dam is functioning as designed. TCM believes that the introduction of the pyrite circuit to reduce the sulphides in the tailings has been effective in reducing acid rock drainage on the downstream face of the dam and has recently demonstrated better water quality in the seepage. The seepage downstream of the dam is approximately 1,100 gallons per minute in the summer, reducing to 800 gallons per minute in the winter.

        The dam is inspected and monitored on a regular basis by the mill department, with external inspections of the dam being performed on a regular basis. The government authority primarily responsible for regulating the dam is the Idaho Department of Water Resources—Dam Safety and Storage.

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LANGELOTH FACILITY

        The Langeloth Facility is located in Langeloth, Pennsylvania, approximately 25 miles west of Pittsburgh. The facility receives MoS₂ concentrate from the TC Mine and purchased and tolled concentrate from various third-party operations.

        Four multiple-hearth furnaces are used for the conversion (roasting) of molybdenum disulfide concentrate into technical grade molybdenum oxide. The oxide can be sold or upgraded at the plant to briquettes, pure molybdenum oxide or ferromolybdenum. Two other furnaces can be used to process non-hazardous spent catalyst material containing other metals.

        Off-gas from the roasting process contains sulfur dioxide, which is converted to sulfuric acid and sold as a by-product. Over 99.9% of the sulfur dioxide off-gas is recovered in the acid plant.

        Although parts of the facility are old, having been in operation for over sixty years, the plant has been and continues to be upgraded by an ongoing capital improvement program. Further, an acid plant shutdown occurs each year to refurbish acid plant process equipment. The acid plant shutdown in 2011 is scheduled for five weeks starting in September 2011.

ENDAKO MINE

Property Description and Location

        The Endako Mine is an open pit molybdenum mine, concentrator and roaster located 118 miles west of Prince George, British Columbia. The mine is operated as a joint venture (the "Endako Mine Joint Venture") between Thompson Creek Mining Ltd. ("TCML"), a subsidiary of TCM, which holds a 75% interest, and Sojitz Moly Resources, Inc. ("Sojitz"), which holds the remaining 25% interest. See "Endako Mine Joint Venture" below for further details regarding the Endako Mine Joint Venture. 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, the Endako Mine Joint Venture holds surface rights to a portion of the mine site area. The mineral leases are subject to annual fees, and the mineral claims are subject to exploration expenditure obligations. TCM may choose to pay annual fees in lieu of exploration expenditures. All mineral claims are in good standing, and expiry dates range from September 2011 to February 2016.

        The Endako Mine is comprised of three contiguous pits: Endako, Denak East and Denak West. The property contains processing facilities, waste dumps and tailings disposal areas. There are no royalties, back-in rights, encumbrances on title or other agreements, other than the agreement governing the Endako Mine Joint Venture.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

        The Endako Mine is accessible by commercial air carrier to Prince George, British Columbia, then by vehicle west on a paved highway for 112 miles to the community of Endako, then south on the Endako Mine road for an additional 6.2 miles.

        The Endako Mine is located in an area characterized by gently rolling terrain. Elevations range from approximately 2,200 feet above sea level in Endako to approximately 3,500 feet above sea level at the crest of the Endako pit. The average summer temperature is 15 degrees Celsius or 59 degrees Fahrenheit, and the average winter temperature is minus 12 degrees Celsius or 10 degrees Fahrenheit. The Endako Mine operates year round. The average annual precipitation is approximately 24 inches.

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        The infrastructure at the Endako Mine includes a 31,000 ton per day concentrator, a 40,000 to 45,000 pound per day roaster, a non-operating roaster, tailings and reclaim water ponds, a crushing plant, an administrative building, a warehouse, a change house, a first aid station, a laboratory, a garage and other shops. The power supply of the site is provided by a 5.3 mile, 69 kV power line owned by B.C. Hydro from the community of Endako. Fresh water for the operations is pumped from François Lake located nearby.

Endako Mine Joint Venture

        TCM and Sojitz (formerly named Nissho Iwai Moly Resources, Inc. (Canada) entered into an exploration, development and mine operating agreement (the "Endako Mine Joint Venture Agreement"). TCM has been appointed manager with overall management responsibility for operations. In addition, there is a management committee (the "Management Committee"), which consists of three members appointed by TCM and two members appointed by Sojitz, with each of TCM and Sojitz having votes on the Management Committee in proportion to its participating interest. A decision of the majority of the participating interest is binding on the Management Committee, except for the following, which require unanimous agreement of the Management Committee: (i) disposition of all or a substantial portion of the Endako Mine assets; (ii) contracts with affiliates over $500,000 or sales of product to affiliates of TCM or Sojitz; (iii) compensation for management of the business; (iv) modification of the Endako Mine Joint Venture Agreement; (v) any change in business purpose; (vi) any modifications or replacements to the production plan as set out in the Endako Mine Joint Venture Agreement; (vii) investment in other companies; (viii) any borrowing by the joint venture or loan to any third party or any guarantee; (ix) changes in the manager, other than by reasons of default; and (x) except in the case of emergency or unexpected expenditures, a discretionary capital expenditure in excess of $1.0 million.

        Pursuant to the Endako Mine Joint Venture Agreement, neither TCM nor Sojitz can transfer any part of its interest in any Endako Mine assets or the Endako Mine Joint Venture Agreement, subject to having the right to transfer to a third party an interest in its participating interest and subject to certain limitations. Any such transfer is subject to a pre-emptive right of the other party. Sojitz waived any and all pre-emptive rights, which it had relating to the Thompson Creek Acquisition pursuant to the Endako Mine Joint Venture Agreement.

Mining Operations

        The Endako Mine consists of three adjacent open pit mines: Endako, Denak West, and Denak East. An ore crusher and conveyor system from the Denak East pit carries the ore to a concentrator building. The Endako Mine also includes tailings containment dams, water and electrical transmission lines, support infrastructure (offices, maintenance shops, and warehouse), and access roads that connect the entire area.

        Material mined from the open pits is processed on site to produce a molybdenum concentrate. The molybdenum concentrate is roasted on site to produce molybdenum trioxide, which is then sold to various customers.

        The current mine production fleet includes 3 rotary blast-hole drills, 4 electric rope shovels, 14 haul trucks (190-ton to 240-ton) and miscellaneous support equipment.

Processing

        The mill at the Endako Mine consists of a concentrator that produces a molybdenite concentrate and a roasting plant that converts the concentrate into molybdenum oxide ("MoO₃"). The facility

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currently processes an average of 31,000 tons per day of ore, or about 11.2 million tons of ore annually. The milling process consists of the following:

•

primary crushing, either by the in-pit crusher located in the bottom of the Denak East pit or by the surface crusher located near the mill;



•

secondary and tertiary crushing;



•

grinding using rod and ball mills;



•

flotation and leaching;



•

roasting; and



•

tailings disposal.

        Ore is either hauled by trucks to an in-pit crusher and then conveyed to the mill or hauled directly to the surface crusher close to the mill. Crushed ore is sent to the grinding and flotation circuit. Molybdenum concentrate is roasted before being shipped to customers as the final product.

        Material from the crushing circuits is stored in six fine ore bins, with a combined live storage capacity of 20,000 tons. The material is withdrawn from the bins by conveyors to feed grinding circuits to liberate MoS₂ from the host rock for recovery by flotation.

        The grinding circuit consists of five parallel rod mill-ball mill circuits. The rod mills operate in open circuit, feeding the ball mills operating in closed circuit with cyclones. The rod mill product discharges into the ball mill discharge pump box and is pumped to the cyclones together with the ball mill discharge. The cyclone underflow is recycled back to the ball mill. The overflow is fed to the rougher flotation circuit also consisting of five lines—one per grinding circuit. The particle size in the cyclone overflow is approximately 80% passing 300 microns.

        The flotation reagents are added to the grinding circuit and carried through in the cyclone overflow to the rougher flotation circuits. The flotation tailings are pumped to the tailings pond for separation of solids and water. Water is reclaimed for re-use in the milling process.

        The concentrate from rougher flotation stage is fed to a cleaning circuit consisting of five or six stages of cleaning. Concentrates are reground to improve concentrate grade and recovery following the first and second cleaning stages. Sodium cyanide is used as a depressant in the cleaning circuit to depress impurities—mainly copper.

        The final concentrate is leached with dilute hydrochloric acid to remove lead and bismuth impurities prior to filtering and drying for feed to the roaster.

Recoverability

        Daily molybdenum production is calculated using the overall milled tonnage, the mill feed grade assay, the final mill concentrate assay, and the final tails assay. Daily production is accumulated to provide an estimate of monthly production.

        The overall milled tonnage is determined by combining the total from each of the five grinding lines, corrected for moisture content. The total mill feed assay is the weighted average of the feed tonnage and feed assay for each of the five lines. Mill feed, concentrate, and tails samples for assay consist of 24-hour composites of grabs taken at 4-hour intervals.

        At each month end, the molybdenum inventory contained in MoS₂ concentrate and in an unpackaged MoO₃ product is measured. Changes in these inventories from the previous month, combined with molybdenum packaging during the month, are used to calculate actual molybdenum production for that month. The month-to-date cumulative mill feed grade assay, from the daily assays,

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is adjusted so that the molybdenum production, determined by mill tonnage, feed, concentrate and tails assays, is equivalent to the actual production.

        Based on mill records from the past 10 years, the average yearly recovery for the mill is approximately 77%. This recovery is determined using the adjusted mill head grade as calculated above.

Roasters

        There are two roasters installed at the Endako Mine. One is decommissioned and would require capital expenditures to re-commission.

        The operating roaster is a conventional gas-fired, rotary, multiple hearth type, converting MoS₂ concentrate to MoO₃. Roaster off-gases are passed through two electrostatic precipitators to capture concentrate dust. Dust escaping the precipitator is measured to determine roaster losses and yield. The gas is further treated in a conventional packed tower scrubbing system to reduce sulphur dioxide and residual particulates to permitted levels for discharge to the atmosphere.

        The unit in operation typically produces in the range of 30,000 to 35,000 pounds of molybdenum per day, with an average availability in the range of 90%. At current head grades and mill yield, TCM believes that the operating roaster capacity is sufficient to process the mill concentrate production. The roaster molybdenum oxide product is packaged in truckload lots for delivery to various customers.

        The certified molybdenum content of each product lot is determined by assay using a lead molybdate precipitation method.

History

        The Endako Mine deposit was discovered in 1927 by local hunters. Minor underground exploration work took place in subsequent years. In 1962, R&P Metals Corporation Ltd. began a diamond drilling program to evaluate the discovery and, based on the exploration results, incorporated a company named Endako Mines Ltd. Canadian Exploration Limited, a wholly-owned subsidiary of Placer Development Ltd. (which became Placer Dome Inc.) ("Placer"), entered into an option agreement with Endako Mines Ltd. in August 1962 and continued exploration on the property. In March 1964, Placer decided to place the property into production. Production commenced in June 1965 at a plant capacity of approximately 10,000 tons per day (combined concentrator and roaster). Expansions in 1967 and improvements in 1980 increased the concentrator capacity. In 1982, the mine and concentrator were closed due to low molybdenum prices, but the roaster continued to operate, processing molybdenum concentrates from other operations on a toll basis. The mine and mill were re-opened in 1986 and by 1989 production reached approximately 31,000 tons per day. In June 1997, the parties to the Endako Mine Joint Venture purchased the Endako Mine from Placer.

Geology

        The Endako Mine molybdenite deposit is hosted in the Endako quartz monzonite intrusive, a phase of the middle to late Jurassic Francois Lake Intrusions that form a large composite batholith. The deposit is genetically associated with the terminal stages of magmatic activity, represented by intrusion of the Casey monzogranite.

Mineralization

        Molybdenite is the primary metallic mineral on the Endako Mine property. Minor pyrite, magnetite, and chalcopyrite and traces of sphalerite, bornite, specularite and scheelite are also present. Single occurrences of beryl and bismuthinite have been reported. Molybdenite occurs in two types of veins. Large veins (up to 4 feet wide) contain laminae and fine disseminations of molybdenite. The second vein type occurs as stockworks adjacent to the major veins in the form of fine fracture-fillings

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and veinlets of quartz-molybdenite. Pyrite is most abundant along the southern margin of the zone of molybdenum mineralization.

Exploration

        The Endako Mine Joint Venture has been carrying out exploration drilling on the Endako Mine site since 1997, with the main objective of locating and defining additional molybdenite resources. Recent exploration programs occurred in 2006, 2007, 2008 and 2010. The 2006 program consisted of drilling 19,488 feet in 35 NQ holes (hole outside diameter of 2.98 inches). The drill program identified and delineated mineralization northwest of the Denak West Pit, east of the Denak East Pit and at the Casey Lake area.

        The 2007 exploration program began with an airborne geophysical survey (magnetic gradiometer and gamma ray spectrometer) covering the area immediately within and surrounding the Endako Mine Joint Venture's claims. This was followed by a soil sampling program, which built on historic soil data in the areas immediately east and northwest of the mine. The diamond drilling program consisted of 35,853 feet of drilling in 66 holes. The Casey Lake Zone, a promising target tested extensively in 2006, was the main focus of the 2007 program; 33 holes totaling 20,441 feet were drilled to further test the extents and continuity of mineralization. Wide-spaced exploratory drilling northwest of the Denak West Pit (7,824 feet in 17 holes) was also done to test continuity of mineralization in this area.

        Drilling continued in 2008, with a total of 27,418 feet in 52 holes. An exploration drilling phase continued at Denak West and at Casey Lake with 6,996 feet in 11 holes and 2,846 feet in 5 holes, respectively. An in-fill phase of drilling adjacent to the Endako, Denak East, and Denak West pits comprised the bulk of the 2008 program, drilling 17,139 feet in 34 holes.

        In 2010, exploration work consisted of diamond drilling in the Denak Extension Area northwest of the Denak West pit. In-fill drilling was also completed with the objective of creating a reportable resource and reserve table at the end of the program for this area. Additional step-out holes are also planned to further extend the known mineralization where it is still open.

Environmental Considerations

        TCM believes that all necessary operating and reclamation permits are in place and current as of the date of this report. The Endako Mine currently has air emissions, tailings discharge and water intact permits. Under current operating conditions, TCM believes that there are no required changes to the existing environmental permits. The stack discharge handles off-gases generated by the gas-fired concentrate dryer and the roaster operation. In the 1999 air emissions permit, in order to reduce the annual permit fee, the volume limit was reduced at the request of the Endako Mine to its present level. At the time of this amendment, it was understood that higher permit volumes could be re-instated in the future. In addition to the stack discharge permit, there are a number of secondary air emissions permits. In connection with the mine reclamation and closure plans for the Endako Mine, the Endako Mine has placed required security with the British Columbia Ministry of Energy, Mines and Petroleum Resources as of December 31, 2010 in the amount of $6.7 million (of which TCM's 75% share is $5.0 million).

Endako Mill Expansion Project

        In the third quarter of 2009, TCM's Board of Directors approved the resumption of the mill expansion project at the Endako Mine, which was postponed in late 2008. The mill expansion project at the Endako Mine includes the construction of a new, modern 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. In July 2010, TCM received the approval of TCM's joint venture partner for the mill expansion project at the Endako Mine.

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        The mill 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 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.

        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 TCM and the government of British Columbia ("BC Government") pertaining to these permits are proceeding. If TCM and/or the BC Government are unable to successfully conclude consultations with First Nations, these operating permits and/or minor amendments to the Mining Act permit may be delayed, which may have a material adverse effect 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.

        The current mining plan provides for widening the area being mined as well as for the creation of a large single pit through the mining of ore contained in the walls separating the three existing pits. Annual molybdenum production as a result of the Endako mill expansion is expected to be approximately 15 to 16 million pounds, of which TCM's 75% share would be approximately 11 to 12 million pounds.

MT. MILLIGAN

Property Description and Location

        Mt. Milligan is located within the Omenica Mining Division in North Central British Columbia, approximately 96 miles northwest of Prince George, 53 miles north of Fort St. James and 59 miles west of Mackenzie.

        Mt. Milligan includes 100 claims and one mining lease with a combined area of 114,339 acres. The single mining lease was issued to Terrane on September 9, 2009, and requires lease payments of $51,380, due annually on September 9. Mineral claims are subject to exploration expenditure obligations. TCM may chose to pay annual fees in lieu of exploration expenditures. All mineral claims are in good standing, and expiry dates range from October 2011 to December 2012.

        A royalty equivalent to a 2% net smelter return royalty, commencing in the third year of commercial production, is payable to a previous owner of the property. The royalty holder, H.R.S. Resources Corp., has the right to receive annual advances of C$20,000, first payable on or before December 31, 1994, and on each anniversary after the first advance until the commencement of commercial production, which payments have been maintained. TCM has a right of first refusal on any proposed disposition of the net smelter return royalty by H.R.S. Resources Corp.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

        Mt. Milligan is accessible by commercial air carrier to Prince George, British Columbia, then by vehicle from the east via Mackenzie on the Finlay Philip Forest Service Road and the North Philip Forest Service Road, and from the west via Fort St. James on the North Road, and Rainbow Forest Service Road. Road travel to the Mt. Milligan property site is 482 miles from Prince Rupert and 158 miles from Prince George. The forestry—based communities of Mackenzie and Fort St. James are within daily commuting distance of the Mt. Milligan site, and both of these communities are serviced by rail. Low-cost hydroelectric power is available and will require the construction of a 57 mile power line.

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        Mt. Milligan lies near the northern boundary of the Southern plateau and the Mountain Region of the Canadian Cordilleran Interior System. More specifically, the property is within the Nechako Plateau near the southern limits of the Swannell Range of the Omineca Mountains. The Mt. Milligan property is located at an elevation of 3,600 feet above sea level in an area of gentle relief. The average summer temperature is 15 degrees Celsius or 59 degrees Fahrenheit, and the average winter temperature is minus 11 degrees Celsius or 12 degrees Fahrenheit. The average annual precipitation is approximately 15 inches.

History

        Limited exploration activity on Mt. Milligan was first recorded in 1937. In 1984, prospector Richard Haslinger and BP Resources Canada Limited ("BP Resources") located claims on the site. In 1986, Lincoln Resources Inc. ("Lincoln") optioned the claims and in 1987 completed a diamond drilling program that led to the discovery of significant copper-gold mineralization.

        In 1991, Placer acquired Mt. Milligan from the joint-venture partners, resumed exploration drilling, completed a pre-feasibility study, and applied for provincial and federal approvals to develop the project. These approvals expired in 2003.

        Barrick Gold Corporation purchased Placer in 2006 and sold its Canadian assets to Goldcorp Inc., who then in turn sold Mt. Milligan to Atlas Cromwell. Atlas Cromwell then changed its name to Terrane Metals Corp. In October 2010, TCM acquired Terrane and the Mt. Milligan project.

Geology

        Mt. Milligan is a tabular, near-surface, alkalic copper-gold porphyry deposit that measures some 1.6 miles north-south, 1 mile east-west and is +1,300 feet thick. It consists of two principal deposits, the Main deposit and Southern Star deposit. The Main deposit includes four contiguous Zones: MBX, WBX, DWBX and 66, all of which are spatially associated with the MBX monzonite stock and Rainbow Dyke. The Southern Star deposit is centered on a monzonite stock of the same name and is some 1,640 feet south of the Main deposit.

Mineralization

        Mineralization consists primarily of chalcopyrite with lesser bornite and magnetite in areas of potassic alteration, and pyrite in areas of propylitic alteration. In the Main deposit, mineralization is best developed in areas of potassic alteration, where copper and gold grades are related to chalcopyrite. The highest gold grades in the 66 zone are related to pyrite mineralization.

Exploration

        In May and June 2008, Fugro Airborne Surveys Corp. conducted a 900 line mile airborne magnetic and HeliGEOTEM II electromagnetic survey over the western half of the Mt. Milligan property. This survey was designed to identify geophysical signatures characteristic of the Mt. Milligan deposits in areas with thick overburden cover. The survey was followed up in 2009 with a 33 line-mile IP ground geophysical survey.

        In the summer seasons of 2008 and 2009, Terrane completed a regional geochemical stream survey and a soil geochemical orientation survey over the Mt. Milligan deposits. A Titan geophysical survey designed to identify deeper targets below the existing deposits was completed in 2010, followed by 19,000 feet of diamond drilling over selected geologic, geochemical and geophysical targets.

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        The surveys and drilling described above identified target areas for further exploration.

Metallurgy

        A comprehensive metallurgical test work program was carried out on samples composited to represent process plant feed for Terrane's 2008 feasibility study. These samples were obtained from a systematic 32 hole, 26,000 foot core drilling program that was completed in 2007. The test work program included the following: optimization of flowsheet and process conditions; locked-cycle tests to confirm metallurgical response to the selected flowsheet and optimum process conditions; variability tests to investigate metallurgical responses of samples over a wide range of grades and rock types to optimum conditions; and pilot plant tests to generate concentrate for smelting, thickening and filtration tests.

Mining Operations

        Large-scale open pit mining is expected to provide process plant feed at a nominal rate of approximately 66,000 tons per day. Annual mine production of ore and waste is expected to peak at 49 million tons per annum with a life-of-mine waste to ore stripping ratio of 0.84 to 1.

        Key design factors in the mine operations plan include: a no-stockpile blending strategy to deliver consistent copper grades to optimize process plant performance; a smooth waste to ore ratio as mining progresses to ultimate depth; use of overburden and non acid-generating waste rock for downstream tailing storage facility embankment construction, eliminating the need for conventional waste rock dumps; and delivery of potentially acid-generating and oxide-weathered waste rock to the tailing storage facility and Main Zone pit, once depleted, for secure underwater disposal.

        Mining operations are expected to be carried out with an initial equipment fleet comprising of two electric blast hole drills, two electric cable shovels, one front-end loader and eight 260-ton trucks. These will be supplemented with back-up graders, track and rubber-tired dozers. A 49-foot bench height has been selected for mining both ore and waste.

Mineral Processing

        The approximately 66,000 ton per day process plant is expected to utilize conventional crushing, grinding, rougher and cleaner flotation to produce a marketable gold-rich copper concentrate. The overall design philosophy was to select large equipment in order to maintain a simple and conventional single line flowsheet.

        Key process equipment is expected to consist of the following: a primary crushing plant; SAG/ball mill/crusher grinding circuit, flotation circuits; regrinding and gravity concentration circuits; and a concentrate dewatering circuit. The rougher/scavenger flotation circuit is expected to produce a final flotation concentrate grading on average 26.4% Cu, 43.7 g/t Au and 80 g/t Ag. LOM copper recovery is expected to average 84.1% and gold recovery is expected to average 71.4%.

Tailings Storage Facility

        The tailings storage facility has been designed to contain 574 million cubic yards of material and will require 92 million cubic yards of construction material, of which 96% will be waste rock and overburden from the open pit. Use of open pit materials is fully integrated into the mine plan and will eliminate the need for a conventional waste rock storage facility.

        Design of the tailings storage facility is supported by extensive geotechnical site investigations. The embankment will be constructed by the centerline method using a zoned earthfill/rockfill structure with a compacted till core and filter zones. Non-acid generating final rougher/scavenger tailings will account for 89% of the tailings material delivered to and stored in the tailings storage facility. Potential acid

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generating cleaner tailings will account for 11% of the material and will be stored underwater in a separate cell within the tailings storage facility. In the last four years of mill operations, potentially acid generating cleaner tailings will be stored in the depleted Main Zone pit.

        The tailings storage facility has been designed for closure. It minimizes the footprints of Mt. Milligan, eliminates conventional waste rock storage facilities, achieves zero surface effluent discharge during operations and provides effective and safe reclamation.

Other Environmental Considerations

        TCM believes that all necessary permits are in place to complete the construction of the Mt. Milligan project.

Initial Capital Cost

        The initial capital cost as described within the Mt. Milligan 2009 Feasibility Study is C$915 million. The Mt. Milligan 2009 Feasibility Study incorporates additional mine planning, engineering, detailed design, updated cost estimation and purchase orders of C$137 million for long-lead time process plant equipment. The initial capital cost includes requirements of regulatory approvals. TCM is currently conducting a detailed review of Mt. Milligan, including a review of the engineering and design of the equipment and facilities and the amount of capital expenditures required to construct and develop the project. This review is expected to be completed by the second quarter of 2011.

MOUNT EMMONS PROPERTY

        On August 19, 2008, TCM's wholly-owned subsidiary, Thompson Creek Metals Company USA ("TC USA"), entered into an option agreement with U.S. Energy Corporation ("USE") (the "Option Agreement") that gives TC USA an option to acquire up to 75% in USE's Mount Emmons molybdenum property near Crested Butte, Colorado. The Option Agreement has been assigned to TC USA's wholly-owned subsidiary, Mt. Emmons Moly Company ("Mt. Emmons Moly"). The property is currently held and controlled (100%) by USE. The transaction entered into with USE allows Mt. Emmons Moly to earn its interest in the property by spending money to develop the project over a period of up to 10 years. Mt. Emmons Moly is reviewing the details of the project and taking a fresh look at all aspects of the previously planned development.

        Under the Option Agreement, Mt. Emmons Moly made a $500,000 payment to USE upon signing. Unless the Option Agreement is sooner terminated, Mt. Emmons Moly agreed to pay $1 million annually to USE for six years beginning January 1, 2009 and ending January 1, 2014. Mt. Emmons Moly, as the project manager, agreed to direct additional funds towards the assessment, environmental permitting, exploration and development of the property. Mt. Emmons Moly can earn the right to acquire a 15% interest in the project by spending a total of $15 million on the project, including the direct payments to USE, by June 30, 2011. Mt. Emmons Moly can exercise this right for up to 36 months after spending such amount. To earn a 50% interest, Mt. Emmons Moly must spend a cumulative total of $50 million by July 31, 2018. After obtaining a 50% interest, Mt. Emmons Moly may elect to form a 50-50 joint venture with USE for further development, or may choose to raise its interest up to 75% by incurring an additional $350 million in project expenditures, for a cumulative total of $400 million in expenditures and payments. The agreement contains a force majeure provision, which allows a suspension of the required payments under the Option Agreement (excluding the minimum payments to USE) without terminating such agreement if the price of molybdenum drops below $12.50 per pound for 12 consecutive weeks. If Mt. Emmons Moly terminates the agreement during the option period, there would be no further obligations under the agreement except that advance or shortfall payments made to that date are forfeited, and Mt. Emmons Moly remains obligated to maintain the property in good standing for a period of three months thereafter.

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Mt. Emmons Moly has the right to withdraw from the project and associated payment commitments at any time for any reason. Mt. Emmons Moly will not assume any existing liabilities on or related to the property until it exercises its right to acquire an ownership interest in the property.

History

        Exploration activity conducted in the 1970s led to the discovery of the deposit. By 1983, TCM believes an estimated $150 million had been spent on the property acquisition, water rights, exploration, ore body delineation, mine planning, metallurgical testing and other activities involving the mineral deposit.

BERG PROPERTY

        The Berg Property is located in the Omineca Mining Division within the Tahtsa Ranges of west-central British Columbia, approximately 52 miles southwest of Houston and 14 miles northwest of the Huckleberry Mine. The Berg Property is comprised of 29 mineral claims and one mining lease centered at 53° 48‘ North Latitude and 127° 26‘ West Longitude for a total of 27,777 acres.

        The Berg Property is 100% owned by TCM with a 1% net smelter return royalty to RG on eight of the mineral claims, including those which host the deposit on the Berg Property. All mineral claims are in good standing, and expiry dates range from November 2011 until August 2019. Mineral claims are subject to exploration expenditure obligations. TCM may choose to pay annual fees in lieu of exploration expenditures.

        Drilling on the property was initiated by Kennecott in 1965, and this led to the delineation of two main mineralized zones. In 1972, exploration and development of the Berg Property were taken over by Canex Placer Limited (Placer) under agreement with Kennecott, and by 1980, a total of 119 diamond drill holes for 66,036 feet were completed on the Berg Property. In 2007 and 2008, Terrane carried out aggressive diamond drill programs totaling 75,290 feet in 60 holes designed to confirm the results of previous work, and define the resource with infill and step-out drilling, particularly below the historic resource, and provide fresh material for metallurgical test work.

DAVIDSON PROPERTY

        The Davidson Property is located on the east flank of Hudson Bay Mountain, 9 kilometers or 6 miles northwest of Smithers in west-central British Columbia. Molybdenum was first discovered at Davidson in 1944. There have been several estimates of Mineralized Material completed over the years, all with similar results. As of April 10, 2007, the estimated Mineralized Material was 85.1 million tons of Mineralized Material at a grade of 0.169% Mo at a cut-off grade of 0.12% Mo.

        Further work on the Davidson Property will be deferred until an evaluation of the Berg Property is completed.

HOWARDS PASS PROPERTY

        The Howards Pass Property is located along the Yukon Territory-Northwest Territories border in Canada. Between 1972 and 1982, a joint venture between Placer and US Steel (51% Placer / 49% US Steel) identified significant zinc and lead mineralization on the Howards Pass Property. In 2005, Placer and US Steel optioned 100% of the property to Selwyn Resources Ltd (formerly Pacifica Resources Ltd). Selwyn Resources Ltd. is required to make C$10 million in option payments over a seven year period, undertake C$3.5 million in work commitments (completed) and grant a 1% net smelter return royalty and a 20% net profits interest (capped at C$10 million) to the joint venture partners. In its acquisition of Terrane, TCM acquired former Placer's interest in the Howards Pass Property. Upon exercise of the option by Selwyn, TCM would hold a 0.51% net smelter return royalty

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and a 10.2% net profits interest (capped at C$5.1 million) and would receive a remaining C$1.79 million in option payments.

MAZE LAKE PROPERTY

        The Maze Lake Property is an early-stage gold exploration project, located in the Kivalliq District of Nunavut in Canada, 56 miles southwest of Rankin Inlet and 28 miles west of Whale Cove, both on Hudson Bay. The Maze Lake Property consists of five Inuit Owned Lands Mineral Exploration Agreements with a total area of 98,511 acres.

        On January 29, 2009, Terrane formed a joint venture (the "MLJV") with Laurentian Goldfields Ltd. Upon formation of the MLJV, Terrane contributed its Maze Lake mining interests to the MLJV in return for a 43% interest in the MLJV. The Maze Lake Property is operated through the MLJV under which the joint venture participants are bound by a contractual agreement establishing joint control over the joint venture. TCM records its proportionate share of assets, liabilities and operating costs of the joint venture. Should TCM's interest in the MLJV decline below 10%, its interest converts to a 2% net smelter return royalty. Laurentian Goldfields Ltd. acts as the operator of the MLJV. Future exploration work will be proposed by the MLJV operator and will be considered by TCM.

CURRENCY AND EXCHANGE RATE INFORMATION

        The high, low, average and closing exchange rates for a US dollar in terms of Canadian dollars for each of the last five years ended December 31, as quoted by the Bank of Canada, were as follows:

        On February 22, 2011, the closing exchange rate for a US dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1 = C$.9909.

COMPETITION

        The exploration and mining business is a competitive business. TCM competes with numerous other companies and individuals in the search for and the acquisition of attractive mineral properties. The ability of TCM to acquire molybdenum, copper, gold or other mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for molybdenum, copper, gold or other mineral exploration.

EMPLOYEES

        As of December 31, 2010, TCM had 928 employees. Approximately 116 employees at the Langeloth Facility, or 74.4% of Langeloth's employees, are members of the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America union through its Local 1311. On April 6, 2010, a labor agreement was executed with such union at TCM's Langeloth Facility for the period from March 11, 2010 through March 11, 2013. TCM is currently in negotiations with United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service

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Workers International Union, which is representing employees at the Endako Mine. Approximately 270 employees, or 80.4%, at the Endako Mine will be covered by a labor agreement once negotiations are completed with such union. TCM believes that its relations with its employees are good.

ENVIRONMENTAL MATTERS

        TCM's mining, exploration and development activities are subject to various levels of federal, provincial and state laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

        For a discussion of environmental matters, reference is made to the information contained under the caption "Environmental Considerations" in each property description under Items 1 and 2 of this report and in Item 8, Financial Statements and Supplementary Data, Note 12—Asset Retirement Obligations.

ADDITIONAL INFORMATION

        TCM's primary executive offices are located at 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120; its telephone number is (303) 761-8801.

        The public can access TCM's website at www.thompsoncreekmetals.com. From that site, you can download and print copies of TCM's annual reports to shareholders, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to any of those reports, as well as other reports relating to TCM that are filed with or furnished to the SEC, as soon as practicable after such material is electronically filed with or furnished to the SEC. You can also download from TCM's website its corporate governance policies, including its Board Guidelines, Charter of Board of Directors, Board of Directors Committee Charters, and Code of Business Conduct and Ethics. The contents of TCM's website are not incorporated into and should not be considered a part of this report.

        The public may also read and copy materials that TCM files with the SEC at the SEC's Public Reference Room, which is located at 100 F Street NE, Room 1580, Washington D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

        TCM's transfer agents, Equity Financial Trust Company and Registrar and Transfer Company, can help investors with a variety of shareholder-related services, including change of address, lost stock certificates, transfer of stock to another person and other administrative services. You can contact TCM's transfer agent at: Equity Financial Trust Company, 1 (888) 393-4891 or investor@equityfinancialtrust.com and its US co-transfer agent at: Registrar and Transfer Company, 1 (800) 368-5948 or info@rtco.com.

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ITEM 1A.    RISK FACTORS

        TCM's operations and financial results are subject to various risks and uncertainties, including those described below, that could materially adversely affect its business, financial condition, results of operations, cash flows, and the trading price of its common stock. Such risks are not the only ones TCM faces and additional risks and uncertainties not presently known to TCM or that TCM currently deems immaterial may also affect its business.

        The following discussion of risk factors contains "forward-looking statements," as discussed in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A. These risk factors should be read in conjunction with Item 1, Business, the MD&A, and consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, and related notes thereto.

Molybdenum market price declines could adversely affect TCM's earnings and cash flows and could adversely affect the trading price of TCM's equity securities.

        Molybdenum prices fluctuate widely. Molybdenum demand depends primarily on the global steel industry, which uses molybdenum as a hardening and corrosion inhibiting agent. Approximately 75 percent of molybdenum production is used in this application. The remainder is used in specialty chemical applications such as catalysts, water treatment agents, and lubricants. These industries, as well as certain other industries that use molybdenum, are cyclical in nature. Approximately 40 to 50 percent of global molybdenum production is a by-product of copper mining, which is relatively insensitive to molybdenum prices. Decreased demand for molybdenum during the fourth quarter of 2008 resulted in a sudden and sharp decline in molybdenum prices.

        During the three years ended December 31, 2010, the published Platt's Metals Week molybdenum weekly average price ranged from a low of $7.83 to a high of $33.88 per pound. Molybdenum prices are affected by numerous factors that are outside of TCM's control, including the rates of global economic growth (especially construction and infrastructure activity that requires significant amounts of steel), the worldwide balance of molybdenum demand and supply, the volume of molybdenum produced from primary mines and as a by-product from copper mines, molybdenum inventory levels, the relative strength or weakness of the US$ and related currency exchange fluctuations and production costs of competitors.

        Future price declines would materially reduce TCM's profitability and could cause TCM to reduce output at its operations (including possibly closing one or more of its mines or plants), all of which could reduce TCM's cash flow from operations, depress the trading price of TCM's equity securities and suspend TCM's construction and development of Mt. Milligan. Furthermore, a significant decrease in molybdenum prices may require TCM to revise its mineral reserve calculations and life-of-mine plans, which could result in material write-downs of TCM's investments in mining properties and increased amortization, reclamation, and closure charges. In addition to adversely affecting TCM's reserve estimates and financial condition, declining molybdenum prices can impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

TCM's revenues for the next few years are dependent on its molybdenum production. Future growth depends on its ability to bring new mines into production and to expand mineral reserves at existing mines.

        TCM historically has generated, and will continue for the next few years to generate, revenues primarily through the production and sale of molybdenum. Subject to the construction and development of Mt. Milligan and any future expansion or other development, production from TCM's existing operations is expected to decline over the life of TCM's existing operating mines. In addition,

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the production estimates and the life-of-mine estimates included in this Form 10-K and in TCM's other filings with the SEC may vary materially from the actual production from, or productive life of, the subject mines because the feasibility of mineral reserves is largely dependent on market conditions, the regulatory environment and available technology. As a result, TCM's ability to maintain its current production, increase its annual production and generate revenues therefrom will depend significantly upon TCM's ability to successfully bring Mt. Milligan into production as an operating mine, develop, discover or acquire new mines and expand mineral reserves at TCM's existing mines.

TCM may not be able to acquire desirable mining assets in the future.

        One of TCM's strategies is to continue to grow its business by acquiring quality mining assets, as demonstrated by its acquisition of Terrane. TCM expects to continue to selectively seek strategic acquisitions in the future. However, there can be no assurance that suitable acquisition opportunities will be identified or, if identified, that acquisitions will be consummated on favorable terms or at all. TCM's ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to TCM may be limited by the number of attractive acquisition targets, internal demands on TCM's resources, competition from other mining companies and, to the extent necessary, TCM's ability to obtain financing on satisfactory terms, if at all. In addition, TCM competes for attractive acquisition targets with other potential buyers that have more financial and other resources than TCM.

Estimates of mineral reserves and projected cash flows may prove to be inaccurate, which could negatively impact TCM's results of operations and financial condition.

        There are numerous uncertainties inherent in estimating mineral reserves and the future cash flows that might be derived from their production. Accordingly, the figures for mineral reserves and future cash flows contained in this Form 10-K or incorporated herein by reference are estimates only. In respect of mineral reserve estimates, no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized, or that mineral reserves can be mined or processed profitably. The ore grade actually recovered may differ from the estimated grades of the mineral reserves and mineral resources. In addition, in respect of future cash flows, actual cash flows may differ materially from estimates. Estimates of mineral reserves, and future cash flows to be derived from the production of such mineral reserves, necessarily depend upon a number of variable factors and assumptions, including, among others, geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations, historical production from the area compared with production from other producing areas, the assumed effects of regulation by governmental agencies and assumptions concerning metal prices, exchange rates, interest rates, inflation, operating costs, development and maintenance costs, reclamation costs, and the availability and cost of labor, equipment, raw materials and other services required to mine and refine the ore. Market price fluctuations of molybdenum, copper and gold, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomical to recover and may ultimately result in a restatement of mineral resources. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. For these reasons, estimates of TCM's mineral reserves in this Form 10-K or incorporated herein by reference, including classifications thereof based on probability of recovery, and any estimates of future cash flows expected from the production of those mineral reserves, prepared by different engineers or by the same engineers at different times may vary substantially. The actual volume and grade of mineral reserves mined and processed, and the actual cash flows derived from that production, may not be as currently anticipated in such estimates. If TCM's actual mineral reserves or cash flows are less than its estimates, TCM's results of operations and financial condition may be materially impaired.

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TCM's exploration activities may not result in additional discoveries.

        TCM's ability to replenish its ore reserves is important to its long-term viability. Produced ore reserves must be replaced by further delineation of existing ore bodies or by locating new deposits in order to maintain production levels over the long term. Exploration is highly speculative in nature. Exploration projects involve many risks, require substantial expenditures, and may not result in the discovery of sufficient additional mineral deposits that can be mined profitably. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish recoverable proven and probable reserves, to receive regulatory approvals and permits and to construct mining and processing facilities. As a result, there is no assurance that current or future exploration programs, such as the Mount Emmons Property, Davidson Property or the Berg Property, will be successful. There is a risk that depletion of reserves will not be offset by discoveries or acquisitions. As a result, TCM cannot provide assurance that its exploration, development or acquisition efforts will result in any new commercial mining operations or yield new mineral reserves to replace or expand current mineral reserves.

TCM is subject to substantial government regulation. Changes to regulation or more stringent implementation could have a material adverse effect on TCM's results of operations and financial condition.

        TCM's mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances and other matters. Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. No assurance can be given that TCM will remain in compliance with applicable regulations or that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail production or development of TCM's properties. Amendments to current laws and regulations governing TCM's operations and activities or more stringent implementation thereof could have a material adverse effect on TCM's business, financial condition and results of operations.

        Over the course of the last several years, significant new corporate governance and disclosure regulations and requirements have been adopted by U.S. and Canadian federal, state and provincial governments as well as the stock exchanges on which TCM's common stock is listed. TCM is required to expend significant resources to monitor and implement these new rules and regulations. These additional compliance costs and related diversion of the attention of management and key personnel could have a material adverse effect on TCM's business, financial condition and results of operations.

TCM must comply with comprehensive environmental regulations, and TCM faces significant environmental risks.

        All phases of TCM's operations are subject to environmental regulation. In Canada and the US, environmental legislation provides for, among other things, restrictions, and prohibitions on spills, releases or emissions of various substances produced in association with operations. The legislation also requires that facility sites and mines be operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations and permits.

        Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their

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officers, directors and employees. There is no assurance that existing or future environmental regulation will not have a material adverse effect on TCM's business, financial condition, and results of operations. TCM owns or has owned, or has had care, management, or control of properties that may result in a requirement to remediate such properties that could involve material costs. In addition, environmental hazards may exist on the properties on which TCM holds interests that are unknown to it at present and that have been caused by previous or existing owners or operators of the properties. TCM may also acquire properties with environmental risks.

        Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations, including TCM, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

        Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on TCM and cause increases in exploration expenses, remedial and reclamation obligations, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

TCM is required to obtain government permits in order to conduct operations.

        Government approvals and permits are currently required in connection with all of TCM's operations, and further approvals and permits may be required in the future. TCM must obtain and maintain a variety of licenses and permits, including air quality control, water, electrical, transportation, and municipal licenses. The duration and success of TCM's efforts to obtain permits are contingent upon many variables outside of its control. Obtaining governmental permits may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed TCM's estimates or that TCM will be able to maintain such permits. To the extent such approvals are required and not obtained or maintained, TCM's operations may be curtailed, or TCM may be prohibited from proceeding with planned exploration, development, or operation of mineral properties.

        The Langeloth Plant is currently operating with a National Pollutants Discharge Elimination System ("NPDES") permit and Title V air quality permit, the terms of which have expired. However, timely applications to renew both the NPDES and air quality permits have been filed, and the Langeloth Facility is, therefore, authorized to continue to operate under its existing permits until renewed permits are issued. The Langeloth Facility is taking all steps necessary to meet its existing NPDES and air quality permit requirements. The Pennsylvania Department of Environmental Protection ("PaDEP") has yet to take action on the pending renewal of the Langeloth Facility's air quality permit. Violations of the existing, or new, air quality or NPDES permit conditions, at the Langeloth Facility could result in a range of criminal and civil penalties under federal Clean Water Act and Clean Air Act or the Pennsylvania Clean Streams Law or Air Pollution Control Act. There is no assurance that new air quality or NPDES permits will be issued and, once issued and final, will not contain more onerous requirements to which we must comply.

        The Endako Mine mill expansion project requires an amendment to an existing permit and a new water license, both of which have been applied for. There can be no assurance that the required permit amendment and water license will be obtained.

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        In order to operate the mine at Mt. Milligan, TCM will require a Fisheries Act Authorization from Fisheries and Oceans Canada in Canada allowing TCM to release tailings into its new tailings dam. TCM has applied for this permit; there can be no assurance as to when or whether it will be obtained.

        Obtaining and maintaining the various permits for TCM's mine development operations and exploration projects including the Mount Emmons Property, the Berg Property and the Davidson Property will be complex, time-consuming, and expensive. Changes in a mine's design, production rates, quality of material mined, and many other matters, often require submission of the proposed changes for agency approval prior to implementation. There can be no assurance that the required permits will be obtained. In addition, changes in operating conditions beyond TCM's control, changes in agency policy and federal and state laws, litigation initiated by First Nations and/or other parties, or community opposition could further affect the successful permitting of operations.

Fluctuations in the price of molybdenum may adversely impact TCM's cash flow as a result of TCM entering into provisionally-priced sales contracts.

        TCM's consolidated molybdenum sales represent the sale of molybdenum in various forms from its mines and from third-party material that is purchased, processed, and sold. Molybdenum sales for 2010 were $578.6 million, with cash generated from operations of $157.4 million. For each $1 per pound change in molybdenum prices (using the molybdenum pounds sold from TCM's mines in 2010), the impact on TCM's annual cash flow would approximate $36.9 million.

        From time to time, TCM enters into provisionally-priced sales contracts, whereby the contracts settle at prices to be determined at a future date. 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 revenues 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.

Mining operations and roasting facilities are subject to conditions or events beyond TCM's control, which could have a material adverse effect on TCM's business; insurance may not cover these risks and hazards adequately or at all.

        Mining operations and roasting facilities, by their nature, are subject to many operational risks and factors that are generally outside of TCM's control and could adversely affect TCM's business, operating results, and cash flows. These operational risks and factors include unanticipated ground and water conditions; adverse claims to water rights and shortages of water to which TCM has rights; adjacent land ownership that results in constraints on current or future mine operations; geological problems, including earthquakes and other natural disasters; metallurgical and other processing problems; unusual or unexpected rock formations; ground or slope failures; structural cave-ins or slides; flooding or fires; seismic activity; rock bursts; equipment failures; and periodic interruptions due to inclement or hazardous weather conditions or operating conditions and other force majeure events; lower than expected ore grades or recovery rates; accidents; delays in the receipt of or failure to receive necessary government permits; the results of litigation, including appeals of agency decisions; uncertainty of exploration and development; delays in transportation; interruption of energy supply; labor disputes; inability to obtain satisfactory insurance coverage; the availability of drilling and related equipment in the area where mining operations will be conducted; and the failure of equipment or processes to operate in accordance with specifications or expectations.

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        These risks could result in damage to, or destruction of, mines and other producing facilities resulting in partial or complete shutdowns, personal injury or death, environmental or other damage to TCM's properties or the properties of others, delays in mining, monetary losses and potential legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas that may result in environmental pollution and consequential liabilities.

        TCM's insurance will not cover all the potential risks associated with its operations. In addition, although certain risks are insurable, TCM may be unable to maintain insurance to cover these risks at economically feasible premiums. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to TCM or to other companies in the mining industry on acceptable terms. TCM might also become subject to liability for pollution or other hazards that may not be insured against or that TCM may elect not to insure against because of premium costs or other reasons. Losses from these events may cause TCM to incur significant costs that could have a material adverse effect upon its business. Furthermore, should TCM be unable to fund fully the cost of remedying an environmental problem, TCM might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

TCM may fail to realize the anticipated benefits of its acquisition of Terrane, which could have a material adverse effect on TCM's stock price and business, financial condition and results of operations.

        TCM acquired Terrane in October 2010 with the expectation that the acquisition will result in benefits to TCM. TCM's ability to realize these anticipated benefits is subject to certain risks, including:

•

TCM's ability to successfully bring Mt. Milligan into production as an operating mine;



•

TCM's ability to successfully combine its historical businesses and Terrane's business;



•

the possibility that TCM paid more than the value it will derive from the acquisition, including but not limited to the risk that copper and gold prices will significantly decline in the period prior to completion of Mt. Milligan;



•

the reduction of TCM's cash available for current operations and other uses given the construction and development of Mt. Milligan, the incurrence of indebtedness to finance the construction and development of Mt. Milligan and the increase in amortization expense related to acquired assets and Mt. Milligan construction and development costs; and



•

the assumption of certain known and unknown liabilities of Terrane.

        If TCM is not able to successfully combine its historical business and the business of Terrane and construct and develop Mt. Milligan to bring it into production as an operating mine within the anticipated time frame, or at all, the anticipated benefits and cost savings of the acquisition may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected and the value of TCM's common stock may be adversely affected.

There are uncertainties and risks related to the start-up of operations at Mt. Milligan, and if the construction and development is not completed, it could adversely affect TCM's profitability or operating results.

        Mt. Milligan is in the construction and development stage. There are inherent construction and permitting-related risks to the development of all new mining projects. These risks include the availability and delivery of critical equipment; the hiring of key personnel for construction, commissioning and operations; delays associated with contractors; budget overruns due to changes in the cost of fuel, power, materials, supplies and currency fluctuations; and potential opposition from non-governmental organizations, First Nations, environmental groups or local groups.

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        It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up, often due to circumstances beyond the owner's control. In addition, delays in the commencement of mineral production often occur. Accordingly, TCM cannot provide assurance that its activities will result in profitable mining operations at Mt. Milligan.

        Furthermore, there are risks associated with the construction of an entirely new mining project relating to, among other things, supervision of the EPCM contractor, construction supervision, cost estimating, obtaining required permits and approvals and the management of personnel. TCM will be required to rely upon outside consultants, engineers and others for additional construction expertise in respect of Mt. Milligan.

The development of Mt. Milligan is dependent on adequate funding to complete the construction and development of the mine; failure to obtain necessary funding could delay or prevent TCM from successfully completing the start-up of Mt. Milligan.

        Currently, the funding for Mt. Milligan is anticipated to come from existing cash reserves, the Gold Stream Transaction, equipment and debt financing, the issuance of shares pursuant to outstanding options and warrants, and cash flow from operations. If TCM's future revenues decrease as a result of lower commodity prices or otherwise, which causes a significant decline in cash flow from operations, TCM may require significant additional financing in the future in order to construct the mine and to advance Mt. Milligan towards production. Failure to obtain such financing on a timely basis could cause a delay in the development timeline of Mt. Milligan, cause TCM to forfeit its interest in certain properties, miss certain acquisition opportunities, delay or indefinitely postpone further exploration and development of its projects with the possible loss of such properties and reduce or terminate its operations. If TCM's cash flow from operations is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available on terms acceptable to TCM to meet these requirements or be available on favorable terms, if at all. If TCM is unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on its debt obligations, TCM would default under the terms of the applicable financing documents. Any such default would likely result in an acceleration of the repayment obligations to the applicable lenders as well as potential cross defaults to TCM's existing lenders. Even if TCM is able to meet its debt service obligations, the amount of debt TCM undertakes could adversely affect it in a number of ways, including by limiting TCM's ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes, limiting its flexibility in planning for, or reacting to, changes in TCM's business, or placing TCM at a competitive disadvantage relative to its competitors who have lower levels of debt.

TCM may be unable to hire and retain qualified personnel to construct, develop and operate Mt. Milligan.

        TCM's ability to construct, develop, and operate Mt. Milligan will depend to a significant degree upon its ability to attract and retain highly skilled personnel. Competition for such personnel in the mining industry is intense, and TCM may not be successful in attracting and retaining qualified personnel locally or in obtaining the necessary work permits to hire qualified expatriates. TCM's inability to do so could have a material adverse effect on its business, results of operations and financial condition.

Some of TCM's properties, including certain properties acquired in the Terrane transaction, are located near First Nation communities who may oppose the development of these properties and make land claims against TCM.

        The Endako Mine, Mt. Milligan, the Davidson Property and the Berg Property and other properties acquired as a result of TCM's acquisition of Terrane are located near many First Nation

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communities, and the exploration and development of these properties may be subject to land claims and opposition by First Nations communities. In addition, TCM may be required to enter into certain agreements with such First Nations in order to develop TCM's properties, which could reduce the expected revenue from any future production.

        In particular, in May 2010, TCM received notification of a petition filed in the Supreme Court of British Columbia by the Stellat'en First Nation claiming that the British Columbia Ministry of Energy, Mines and Petroleum Resources has not fulfilled its duty to consult with or accommodate Stellat'en's asserted aboriginal rights and title interests in relation to the mill expansion project at the Endako Mine. The petition names TCM as a Respondent but does not cite TCM in any of its claims regarding the lack of consultation. The Government of British Columbia and TCM have filed materials in response to the petition and the matter is scheduled for hearing in March 2011. If a court determines that the Government of British Columbia failed to adequately consult First Nations, permits and amendments to permits may be delayed or declared invalid, which may have a material adverse effect on the future operating plans for the Endako Mine once the mill expansion is completed. There can be no assurance that this legal proceeding will be resolved in a manner favorable to TCM.

        In addition, there has been opposition voiced by the Nak'azdli First Nation against the development of Mt. Milligan. Nak'azdli First Nation has commenced proceedings in the Supreme Court of British Columbia (June 2009 and August 2010) and the Federal Court of Canada (January 2010 and December 2010) seeking judicial reviews of certain key decisions by the Province of British Columbia and the Government of Canada approving the Mt. Milligan project. TCM was not named as a party in any of the proceedings. TCM has either been named or has added itself as a participant in three of these proceedings because the relief that is sought in the proceedings would, if granted, have the potential to affect the work being done to bring the Mt. Milligan mine into production. One of these proceedings is scheduled to be heard in May 2011; no dates have been set for hearing of the other proceedings. The continued opposition of the Nak'azdli First Nation could delay or prevent the development of Mt. Milligan. There can be no assurance that the Nak'azdli First Nation opposition will be resolved successfully.

TCM's secured revolving credit facility contains financial covenants that require it to maintain certain financial metrics and ratios and restrictive covenants that limit its flexibility. A breach of those covenants may cause TCM to be in default under the facility, and TCM's lenders could foreclose on TCM's assets.

        The credit agreement for TCM's new secured revolving credit facility requires TCM to maintain compliance with financial covenants measuring maximum levels of leverage and minimum levels of interest coverage as well as minimum liquidity conditions required to be maintained through completion of the Mt. Milligan project. To the extent that TCM is unable to meet either financial covenant, the minimum liquidity condition or any of the restrictive covenants described below, the lenders could either refuse to lend additional funds to TCM or accelerate the repayment of any outstanding borrowings under the revolving credit facility. In either case, TCM may not have sufficient assets to repay such indebtedness upon a default or access to sufficient alternative sources of funds to the extent that borrowings under the credit facility would be restricted. If TCM is unable to repay the indebtedness, the lenders could initiate a bankruptcy proceeding against TCM or collection proceedings with respect to TCM's assets, all of which secure TCM's indebtedness under the revolving credit facility. A default under the credit facility could also trigger cross defaults to other material agreements to TCM.

        The credit agreement also contains certain restrictive covenants that limit, and in some circumstances prohibit, TCM's ability to, among other things:

•

incur additional debt;



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sell, lease or transfer TCM's assets;

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•

pay dividends;



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make capital expenditures and investments;



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guarantee debts or obligations;



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create liens;



•

enter into transactions with TCM's affiliates; and



•

enter into certain merger, consolidation or other reorganizations transactions.

        These restrictions could limit TCM's ability to obtain future financing, make acquisitions or secure the needed working capital to withstand future downturns in its business or the economy in general, or otherwise take advantage of business opportunities that may arise, any of which could place TCM at a competitive disadvantage relative to its competitors that may have less debt and are not subject to such restrictions.

TCM's operations are subject to currency fluctuations, which could adversely affect its results of operations and financial condition.

        Exchange rate fluctuations may affect the costs that TCM incurs in its operations. TCM's costs for the Endako Mine are, and for Mt. Milligan will be, incurred principally in C$. However, TCM's future revenue is tied to market prices for molybdenum, copper and gold, which are denominated in US$. The appreciation of the C$ against the US$ can increase the cost of TCM's production and capital expenditures in US$, and results of operations and financial condition could be materially adversely affected. Although TCM may use hedging strategies to limit its exposure to currency fluctuations, there can be no assurance that such hedging strategies will be successful or that they will mitigate the risk of such fluctuations.

TCM's inability to provide reclamation bonding or maintain insurance could adversely affect its operating results and financial condition.

        TCM is required by US federal and state laws and Canadian provincial laws to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans if TCM is unable to do so. These laws are complex and vary from jurisdiction to jurisdiction. The laws govern the determination of the scope and cost of the closure and reclamation obligations and the amount and forms of financial assurance.

        As of December 31, 2010, TCM has provided the appropriate regulatory authorities in the US and Canada with $34.9 million in reclamation financial assurance for mine closure obligations in the various jurisdictions in which TCM operates. The amount and nature of the financial assurances are dependent upon a number of factors, including TCM's financial condition and reclamation cost estimates. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase TCM's costs, making the maintenance and development of existing and new mines less economically feasible. However, the regulatory authorities may require further financial assurances. To the extent that the value of the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance TCM is required to post, TCM would be required to replace or supplement the existing security with more expensive forms of security, which might include cash deposits, which would reduce TCM's cash available for operations and financing activities. There can be no guarantee that TCM will be able to maintain or add to its current level of financial assurance. TCM may not have sufficient capital resources to further supplement its existing security.

        Although TCM has currently made provisions for certain of its reclamation obligations, there is no assurance that these provisions will be adequate in the future. Failure to provide regulatory authorities with the required financial assurances could potentially result in the closure of one or more of TCM's

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operations, which could result in a material adverse effect on its operating results and financial condition.

TCM is required, from time to time, to post financial assurances, and there can be no assurance that it will continue to be able to obtain financial assurances on acceptable terms.

        In addition to TCM's reclamation bonding obligations, it will from time to time be required to post other financial assurance in the normal course of conducting its daily activities. This financial assurance can take several forms, including but not limited to letters of credit, performance bonds, deposits into escrow accounts for the benefit of the counterparty or the posting of cash collateral directly with the counterparty. In each case, the form of financial assurance to be provided is dictated by several factors including expected length of time the financial assurance obligation is expected to remain outstanding, the amount of the obligation, the cost to TCM of providing the various forms of financial assurance and the creditworthiness of the counterparty. TCM's ability to obtain certain forms of financial assurance going forward will be impacted by its future financial performance, changes to its credit rating and other factors that may be beyond its control. There can be no assurance that TCM will be able to obtain certain forms of financial assurance going forward or that it will be able to post cash collateral in lieu of being able to secure one of these other forms of financial assurance.

TCM owns certain assets through joint ventures and any disagreement or failure of partners to meet obligations could have a material adverse effect on its results of operations and financial condition.

        TCM holds a 75% interest in the Endako Mine, the other 25% interest being held by Sojitz. TCM's interest in the Endako Mine is subject to the risks normally associated with the conduct of joint ventures. While TCM is the operator of the Endako Mine, Sojitz has certain consent and veto rights pursuant to the Endako Mine Joint Venture Agreement. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on TCM's profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on TCM's future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.

Increased energy prices could adversely affect TCM's results of operations and financial condition.

        Mining operations and facilities are intensive users of electricity and carbon based fuels. Energy prices can be affected by numerous factors beyond TCM's control, including global and regional supply and demand, political and economic conditions, and applicable regulatory regimes. The prices of various sources of energy may increase significantly from current levels. An increase in energy prices could materially adversely affect TCM's results of operations and financial condition. TCM does not currently have any material energy hedges in place.

Regulation of greenhouse gas emissions effects and climate change issues may adversely affect TCM's operations and markets.

        TCM's operations are subject to a complex regime of environmental laws, regulations and guidelines at the federal, state, provincial and local levels. As energy, including energy produced from the combustion of carbon-based fuels, is a significant input to TCM's mining and processing operations, TCM must also comply with emerging climate change regulatory requirements, including programs to reduce greenhouse gas emissions. TCM's principal energy sources are electricity, purchased petroleum products, and natural gas. In addition, TCM's processing facilities and mobile mining equipment emit carbon dioxide.

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        On July 1, 2008, the Province of British Columbia introduced a carbon tax on the purchase or use of fossil fuels within the province. As of July 1, 2010, the carbon tax rate is equal to $20 per tonne of carbon dioxide equivalent emissions, increasing by $5 per tonne each year for the next two years to $30 per tonne in 2012. TCM's Endako Mine and Mt. Milligan are located in British Columbia, and the carbon tax may have a material impact on TCM's energy and compliance costs.

        British Columbia is also a partner in the Western Climate Initiative ("WCI"), a collaboration among four Canadian provinces and seven U.S. states that seeks to reduce overall greenhouse gas emissions through a regional cap-and-trade program. It is anticipated that the WCI, which released the detailed design recommendations for its cap-and-trade program in July 2010, will start trading on January 1, 2012. In April 2008, the British Columbia government introduced legislation to enable British Columbia to participate in the WCI's cap-and-trade system. In October 2010, the British Columbia Ministry of Environment released consultation papers for its proposed Emissions Trading Regulation and Offsets Regulation, which will provide the framework for the cap-and-trade market in British Columbia These regulations are expected to be finalized in spring 2011. If the cap-and-trade program begins trading on January 1, 2012 as planned, regulated British Columbia facilities emitting more than 25,000 tonnes of carbon dioxide equivalent per year will be subject to a cap.

        The U.S. federal and state governments may also enact an emission trading or similar program for greenhouse gas emission, which could significantly increase TCM's energy and regulatory compliance costs. For example, the U.S. federal government has considered legislations to reduce greenhouse gas emissions through a "cap and trade" system of allowances and credits, among other provisions. In addition, the US Environmental Protection Agency has developed final rules required large emitters of greenhouse gases to collect and report data with respect to their greenhouse gas emissions. Also, several states are involved with WCI and other similar multi-state collaborations designed to address greenhouse gas emissions on a regional level.

        TCM is in the process of evaluating the potential impacts on its operations of these new and potential regulations. Both the carbon tax and the planned cap-and-trade program will likely result in increased future energy costs. The regulations will also likely increase TCM's compliance costs. For example, TCM may be required to install new equipment to reduce emissions from our processing facilities in order to comply with new regulatory standards or to mitigate the financial impact of a new climate change program. In addition, it is uncertain how provincial and regional initiatives will interact with any federal climate change regulations.

        TCM continues to monitor these developments along with other such initiatives and their potential impacts on operations. TCM also continues to assess energy efficiency opportunities across all of its operations with the goal of reducing both costs and greenhouse gas emissions.

        The potential physical impacts of climate change on TCM's operations are highly uncertain and would be particular to the unique geographic circumstances associated with each of TCM's facilities. These may include changes in weather and rainfall patterns, water shortages, changing storm patterns and intensities, and changing temperatures. These effects may adversely impact the cost, production and financial performance of TCM's operations.

TCM must remove and reduce impurities and toxic substances naturally occurring in molybdenum and comply with applicable law relating thereto, which could result in remedial action and other costs.

        Mineral ores and mineral products, including molybdenum ore and molybdenum products, contain naturally occurring impurities and toxic substances. Although TCM has implemented procedures that are designed to identify, isolate and safely remove or reduce such impurities and substances, such procedures require strict adherence and no assurance can be given that employees, contractors or others will not be exposed to or be affected by such impurities and toxic substances, which may attract liability to TCM. A risk to the operation of the Thompson Creek Mine, the Endako Mine and the

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Langeloth Facility is that standard operating procedures may not identify, isolate and safely remove or reduce such substances. TCM is aware that both careful monitoring and effective control are vital, but there is still a risk that the presence of impurities or toxic substances in TCM's product may result in such product being rejected by its customers, penalties being imposed due to such impurities or the products being barred from certain markets. Such incidents could require remedial action and could result in curtailment of operations.

        Legislation requiring manufacturers, importers and downstream users of chemical substances, including metals and minerals, to establish that the substances can be handled and used without negatively affecting health or the environment may impact TCM's operations and markets. These potential compliance costs, litigation expenses, regulatory delays, remediation expenses and operational costs could negatively affect TCM's financial results.

Changes to the labeling of certain of TCM's products could have a material adverse effect on TCM's results of operation and financial condition.

        In December 2006, the European Union ("EU") member states adopted new chemical management legislation known as "REACH" (Registration, Evaluation, and Authorization of Chemicals). REACH applies to all chemical substances manufactured or imported into the EU in quantities of one metric ton or more annually and requires the registration of approximately 30,000 chemical substances with the European Chemicals Agency. Such registration entails the filing of extensive data on the potential risks to human health and the environment of such chemical substances. As a result of such registration, TCM is required to label its products imported into the EU accordance with the product classifications mandated by REACH.

        Pursuant to REACH, two of TCM's products, pure molybdenum tri-oxide and tech oxide, have been classified as potential carcinogens. Under REACH, TCM is required to modify its material data sheets and labeling for such products to reflect this new classification. While REACH applies only to the EU, TCM has adopted a uniform system of labeling, and as such will use the REACH-compliant material data sheets and product labels worldwide.

        The new REACH classification is based on a scientific study that showed the development of benign tumors in some mice and rats when exposed to high levels of concentration over a two-year period. The product used in the testing was pure molybdenum tri-oxide that was micronized in order to render 100% of the product respirable. Less than 0.15% of the pure molybdenum tri-oxide that TCM produces is respirable. There is no known peer reviewed scientific study that indicates a carcinogenic effect of any form of molybdenum, including pure molybdenum tri-oxide, on humans.

        TCM does not believe that its pure molybdenum tri-oxide or tech oxide products pose significant risk to its employees or its customers, and TCM believes it is in compliance with all laws and regulations relating to safe exposure to pure molybdenum tri-oxide and tech oxide by its employees and customers. However, there can be no assurance that, as a result of the new product labeling prompted by REACH, TCM's employees and/or its customers will not raise claims against TCM regarding the safety of its products. There can also be no assurance that, in the wake of the new REACH classification, government regulators in the jurisdictions in which TCM does business will not impose more restrictive regulations on TCM with respect to the manufacture, sale and/or handling of its products. Any such claims or new regulations could have a material adverse effect on TCM's results of operations or financial condition.

Title to some of TCM's mineral properties may be challenged or defective. Any impairment or defect in title could have a negative impact on TCM's results of operations and financial condition.

        The acquisition of title to mineral properties is a very detailed and time-consuming process. There is no guarantee that title to any of TCM's properties will not be challenged or impaired. Third parties

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may have valid claims underlying portions of TCM's interests, including prior unregistered liens, agreements, transfers or claims, including aboriginal land claims, and title may be affected by, among other things, undetected defects. As a result, TCM may be constrained in its ability to operate its properties or unable to enforce its rights with respect to its properties. An impairment to, or defect in, title to TCM's properties could have a material adverse effect on TCM's business, financial condition or results of operations.

Intense competition could reduce TCM's market share or harm TCM's financial performance.

        The mining industry is intensely competitive, and TCM competes with many companies that have more financial and technical resources. Since mines have a limited life, TCM must compete with others who seek mineral reserves through the acquisition of new properties. In addition, TCM also competes for the technical expertise needed to find, develop, and operate such properties, the labor to operate the properties, and the capital for the purpose of funding such properties. Many competitors not only explore for and mine metals, but conduct refining and marketing operations on a global basis. Such competition may result in TCM being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. TCM also competes with manufacturers of substitute materials or products for which molybdenum is typically used. Existing or future competition in the mining industry could materially adversely affect TCM's prospects for mineral exploration and success in the future.

The temporary shutdown of any of TCM's operations could expose TCM to significant costs and adversely affect its access to skilled labor.

        From time to time, TCM may have to temporarily shut down one or more of its mines if they are no longer considered commercially viable. There are a number of factors that may cause TCM's operations to be no longer commercially viable, many of which are beyond TCM's control. These factors include adverse changes in interest rates or currency exchange rates, decreases in the price of molybdenum or the market rates for treatment and refining charges, increases in concentrate transportation costs, and increases in labor costs. During such temporary shutdowns, TCM will have to continue to expend capital to maintain the plant and equipment. TCM may also incur significant labor costs as a result of a temporary shutdown if it is required to give employees notice prior to any layoff or to pay severance for any extended layoff. Furthermore, temporary shutdowns may adversely affect TCM's future access to skilled labor, as employees who are laid off may seek employment elsewhere. As well, if TCM's operations are shut down for an extended period of time, TCM may be required to engage in environmental remediation of the plant sites, which would require it to incur additional costs. The costs of ramping up production at one of TCM's operations following a temporary shutdown could be significant. Given the costs involved in a temporary shutdown of its operations, TCM may instead choose to continue to operate those operations at a loss. Such a decision could have a material adverse effect on TCM results of operations and financial condition.

Disruption of transportation services or increased transportation costs could have a material adverse effect on TCM's business, financial condition and results of operations.

        Disruption of transportation services due to weather-related problems, strikes, lock-outs or other events could have a material adverse effect on TCM's business, financial condition and results of operations. If transportation for TCM's products becomes unavailable, its ability to market its products could suffer. Additionally, increases in TCM's transportation costs relative to those of its competitors could make TCM's operations less competitive and could affect its profitability.

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TCM is dependent upon key management personnel and executives.

        TCM is dependent upon a number of key management personnel. TCM's ability to manage its exploration, development and operating activities, and hence its success, will depend in large part on the efforts of these individuals. TCM faces intense competition for qualified personnel, and there can be no assurance that TCM will be able to attract and retain such personnel. TCM does not maintain "key person" life insurance. Accordingly, the loss of the services of one or more of such key management personnel could have a material adverse effect on TCM's business.

From time to time, some of TCM's directors and officers may be involved with other natural resource companies.

        Certain of TCM's directors and officers also serve or may in the future serve as directors and/or officers of other companies involved in natural resource exploration and development, and consequently there exists the possibility for such directors and officers to be in a position of conflict. As a result of any such conflict, TCM may miss the opportunity to participate in certain transactions, which may have a material adverse effect on TCM's business.

TCM's securities have experienced high price volatility and prices may be adversely affected by factors beyond TCM's control.

        Securities of mining companies have experienced substantial volatility, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, the recent recessionary economic conditions and market perceptions of the attractiveness of particular industries. The prices of TCM's securities are also likely to be significantly affected by short-term changes in molybdenum prices or in TCM's financial condition or results of operations as reflected in TCM's quarterly earnings reports. Other factors unrelated to TCM's performance that may have an effect on the price of its common shares and common share purchase warrants include the following: the extent of analytical coverage available to investors concerning TCM's business; the lessening of trading volume and general market interest in TCM's securities; and the ability of some institutions to invest in TCM's securities.

        As a result of any of these factors, the market price of TCM's common shares and common share purchase warrants at any given point in time may not accurately reflect TCM's long-term value. Securities class action litigation is often brought against companies following periods of volatility in the market price of their securities. TCM may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

TCM's business will depend on good relations with its employees.

        Production at TCM's mining operations depends on the efforts of its employees. The Langeloth Facility has certain unionized employees. Although these unionized employees have agreed to "no-strike" clauses in their union agreement, there can be no assurance that the Langeloth Facility, and consequently TCM's business, will not suffer from work stoppages.

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        In July 2010, a union certification vote was confirmed for the Endako Mine to be represented by a union. Negotiations with such union have commenced and are in early stages. It is not currently known what effect, if any, the union certification will have on the Endako Mine until a labor agreement is negotiated and executed.

        Further, relations with TCM's non-unionized employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions TCM carries on business. Changes in such legislation, or otherwise in TCM's relationship with its employees, including its unionized employees, may result in strikes, lockouts or other work stoppages, any of which could have a material adverse effect on TCM's business, results of operations and financial condition.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 3.    LEGAL PROCEEDINGS

Stellat'en First Nation

        On May 18, 2010, Reginald Louis, Chief of the Stellat'en First Nation, (on his own behalf and on behalf of all the members of the Stellat'en First Nation) and the Stellat'en First Nation filed a petition in the Supreme Court of British Columbia against Her Majesty the Queen in Right of the Province of British Columbia ("the Crown"), as represented by the Minister of Energy, Mines and Petroleum Resources and The Chief Inspector of Mines, and TCM.

        The petitioners allege that the Endako Mine and the mill expansion project at the Endako Mine represent significant infringements of the aboriginal title of the petitioners and impacts to their aboriginal rights, and that the Crown has breached its duty to consult with, and if necessary provide accommodation to, the Stellat'en First Nation in relation to the impacts of the Endako Mine and the mill expansion.

        The petitioners seek a declaration that the Crown has not fulfilled its duty to consult with them in relation to the mill expansion project at the Endako Mine (including consideration of the whole impact of the mining operation for the life of the Endako Mine on their asserted aboriginal rights and title), a declaration that the mining permits and/or tenures held by TCM, including the Mines Act permit amendment issued on or about October 29, 2008 which allows for construction of an expanded mill at the Endako Mine (the "Permit Amendment"), are invalid, an order quashing or setting aside the decision to issue the Permit Amendment, and an injunction prohibiting further construction or alterations to the Endako Mine relating to the mill expansion project at the Endako Mine.

        The Crown and TCM have filed materials in response to the petition and the matter is scheduled for hearing in March 2011. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the petitioner's claims, we do not expect that this proceeding will have any material adverse impact on TCM's future consolidated financial position, results of operations or cash flows.

Nak'azdli First Nation

        The Nak'azdli First Nation ("Nak'azdli") is an aboriginal group in British Columbia claiming to have aboriginal rights and title to the area where the Mt. Milligan Project is located. Nak'azdli has commenced four legal proceedings against the Federal or Provincial governments asserting that it was not adequately consulted by the governments before Terrane was granted various approvals relating to the Project.

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        No claim of wrongdoing on the part of TCM or Terrane is alleged, and no claim for damages against TCM or Terrane is sought, in any of the proceedings. TCM is not a party in any of the proceedings. Terrane has either been named or has had itself added as a participant in three of these proceedings because the relief that is sought in the proceedings would, if granted, have the potential to affect the work being done to bring the Mt. Milligan mine into production.

        Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the claims, we do not expect that these proceedings will have any material adverse impact on TCM's future consolidated financial position, results of operations or cash flows.

        The four legal proceedings are summarized below.

•

Provincial Judicial Review.  In June 2009, Nak'azdli commenced proceedings in the Supreme Court of British Columbia seeking a judicial review of the decisions of the Province of British Columbia ("Provincial Crown") approving the environmental assessment of the Mt. Milligan Project and allowing the Project to proceed. Terrane was not named as a party, but obtained an order adding itself as a respondent to ensure that its views were before the court. The claims of Nak'azdli have been denied by all respondents. This petition, which had been scheduled to be heard in September 2010, was adjourned to May, 2011 to allow the Nak'azdli community to ratify an agreement in principle between Nak'azdli and the Provincial Crown that, if ratified, would bring the Provincial judicial review to an end. The abeyance agreement between the parties gave the Nak'azdli 90 days to ratify the agreement in principle. That 90 day period has expired; it is uncertain whether such time period will be extended by the Nak'azdli and the Provincial Crown.



•

Federal Judicial Review #1.  In January 2010, Nak'azdli commenced proceedings in the Federal Court of Canada seeking a judicial review of the decision of the Government of Canada ("Federal Crown") approving the environmental assessment of the Mt. Milligan Project. Terrane was not named as a party, but obtained an order adding itself as a respondent to ensure that its views were before the court. No date has been set for hearing.



•

Environmental Appeal Board Appeal.  In August 2010, Nak'azdli commenced an appeal of a decision of the Provincial Crown to issue an effluent permit to the Mt. Milligan Project. Terrane is not named as a respondent, but if the matter proceeds Terrane will participate as a third party. No date has been set for hearing.



•

Federal Judicial Review #2.  In December 2010, Nak'azdli commenced proceedings in the Federal Court of Canada seeking a judicial review of the decision of Industry Canada, a part of the Federal Crown, to approve the acquisition of Terrane by TCM. TCM and Terrane are not named as parties to this proceeding, and they have so far taken no steps to add themselves as respondents.

EXECUTIVE OFFICERS OF REGISTRANT

        Set forth below are the executive officers of TCM, their ages as of February 24, 2011 and their positions.

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