INDEMNIFICATION AGREEMENT

l

of the City of l, in the

Province of l

(the “Indemnitee”),

- and -

THOMPSON CREEK METALS COMPANY INC.,

a company incorporated under the laws

of the Province of British Columbia

(the “Corporation”),

In consideration of the premises, the payment by each party to the other of the sum of $1.00 in lawful money of Canada (receipt of which is acknowledged), the respective covenants of each party set forth in this Agreement and other good and valuable consideration (the sufficiency of which is acknowledged), the parties agree as follows:

In this Agreement:

“Act” means the Business Corporations Act (British Columbia) or such other substituted or replacement corporate legislation, as in force from time to time during the term of this Agreement;

“Agent” means any person who (a) is or was a director or officer of the Corporation, (b) is or was a director or officer of another body corporate at a time when that body corporate is or was an affiliate of the Corporation,

(c) is or was a director or officer of another body corporate at the request of the Corporation, or (d) is or was serving at the request of the Corporation as a director, officer or a position equivalent to that of a partnership, joint venture, trust, or other unincorporated entity;

“Associated Entity” means a body corporate, partnership, joint venture or other incorporated entity referred to in the definition of “Agent”;

“Expenses” means, without limitation, lawyers’ fees, any expenses of establishing a right to indemnification under this Agreement or the Act, or any other expenses permitted under this Agreement or the Act; and

“Proceeding” means threatened, pending, contemplated or completed action, proceeding, claim, suit or inquiry, whether civil, criminal or administrative, to which the Indemnitee, or any of the heirs and personal or other legal representatives of the Indemnitee, is or was a party, or is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to a proceeding, whether civil, criminal or administrative, by reason of the fact that the Indemnitee is or was an Agent or by reason of anything done or not done by him in such capacity.

In consideration of the protection afforded by this Agreement, the Indemnitee agrees to serve as a director of the Corporation, provided that nothing in this Agreement shall prohibit the Indemnitee from resigning as such at any time. If the Indemnitee is an employee or agent of the Corporation, nothing contained in this Agreement is intended to create, and shall not create, in the Indemnitee any right to continued employment.

Any claim for indemnification, if paid by the Corporation, shall be subject to repayment in the event that the indemnification claim is not covered by this Agreement or the payment thereof is not permitted by applicable law, as set out in Subsection 3(4). For greater certainty and notwithstanding anything herein contained, the Corporation shall advance moneys to the Indemnitee for all costs, charges and expenses incurred by the Indemnitee in respect of a Proceeding in accordance with this Subsection 3(3), and subject to the terms set out in Subsection 3(4) and Section 10.

such monetary amount together with all related Expenses, whether or not such Expenses would otherwise be payable hereunder; and (iii) the settlement is expressly stated to be made by the Corporation on behalf of the Indemnitee, without any admission of liability by the Indemnitee.

The Corporation shall, from time to time, make a good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the Agents with coverage from losses from wrongful acts, or to insure the Corporation’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of Agents’ liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are too high, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

If any section, paragraph, clause or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such determination shall not affect or impair and shall not be deemed to affect or impair the validity, legality or enforceability of any other section, paragraph, clause or other provision hereof and each such section, paragraph, clause or other provision shall be interpreted in such a manner as shall render them valid, legal and enforceable to the greatest extent permitted by applicable law.

Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement, and unless the Corporation is being ordered by the court due to an application brought in accordance with the Act to do any of the following, the Corporation shall not be obligated:

Subject to Section 3, 7 and 10 of this Agreement, no failure by the Indemnitee in their capacity as Agent to comply with the provisions of the Business Corporations Act (British Columbia) or the Notice of Articles and Articles of the Corporation will invalidate any indemnity to which the Indemnitee is entitled to under this Agreement.

The determination on behalf of the Corporation that the Indemnitee is not entitled to be indemnified under this Agreement, the Act or the by-laws of the Corporation against any and all Expenses arising out of any Proceeding hereof shall be made by independent legal counsel selected mutually by the Corporation and the Indemnitee. If the Corporation and the Indemnitee cannot agree as to an independent legal counsel to make such determination within 45 days of the Corporation notifying the Indemnitee of its decision that the Indemnitee is not entitled to indemnification or, if independent legal counsel selected in accordance herewith fails to make a determination as to the right of the Indemnitee to indemnification hereunder within 45 days of the selection of the independent legal counsel, the Indemnitee or the Corporation shall have the right to apply to a court of competent jurisdiction for such a determination. While any determination is being made, the Indemnitee shall be entitled to indemnification in accordance with this Agreement, the Act or the by-laws of the Corporation. Notwithstanding any such determination, unless made by a court of competent jurisdiction, the right of the Indemnitee to indemnification or advances of costs, charges and expenses as provided in the Agreement, the Act or the by-laws of the Corporation shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving that the Indemnitee is not entitled to indemnification under this Agreement, the Act or the by-laws of the Corporation shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action or proceeding that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation that the Indemnitee has not met such applicable standard of conduct shall be a defence to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. Costs and expenses, including legal fees, reasonably incurred by the Indemnitee in connection with establishing the Indemnified Party's right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

If any amount payable under this Agreement (including, without limitation, an amount paid or payable on account of insurance premiums or made by an insurer under a directors’, officers’, employees’ and/or agents’ liability insurance policy, if one exists at time of Expense), constitutes a taxable benefit to the Indemnitee or otherwise subjects the Indemnitee to any tax or levy of any kind, or any taxing authority so alleges, the Corporation will keep the Indemnitee harmless from any such tax or levy and, without limiting the foregoing, shall timely pay to the Indemnitee or on the

Indemnitee’s behalf the amount of any and all such taxes and levies, together with any interest and penalties thereon not arising exclusively from the Indemnitee’s gross negligence, including any such amounts relating to any payment under this Section 11, so that no such amount will be an unreimbursed expense to the Indemnitee. The Corporation will also reimburse the Indemnitee, on a similar after tax basis, for any reasonable costs (including the costs of professional advisors) incurred by the Indemnitee in connection with any payment to which this Section 11 relates or the enforcement by the Indemnitee of their rights hereunder. The amount of any payment hereunder shall be determined without regard to any deductions, credits offsets or similar amounts or adjustments available to the Indemnitee in computing income, taxable income, tax payable or other relevant amounts (except to the extent arising from payments under this Section 11). For clarity, the Indemnitee shall not be obliged to contest any claim that tax, other levy, penalty or interest to which this Section 11 applies is owing, and their rights under this Section 11 are not dependent on the validity of any such claim.

This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

This Agreement shall be binding upon the Corporation and its successors and assigns, and shall enure to the benefit of the Indemnitee and the Indemnitee’s estate, heirs, legal representatives and assigns. This Agreement may not be amended except with the written agreement of both parties.

If any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including the reasonable fees of counsel, incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that any of the material assertions made by the Indemnitee as a basis for such action were not made in good faith or were frivolous.

All notices, requests and other communications hereunder shall be in writing, and shall be delivered by courier or other means of personal service, or sent by facsimile transmission, e-mail or mailed first class, postage prepaid, by registered mail, return receipt requested, in all cases, addressed to:

Indemnitee:    l

Corporation:    Thompson Creek Metals Company Inc.

26 West Dry Creek Circle, Suite 810

Littleton, Colorado 80120

Attention: Kevin Loughrey

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address.

Any and all legal proceedings to enforce this Agreement, whether in contract, tort, equity or otherwise, shall be brought in the appropriate court in the Province of British Columbia, the parties waive any claim or defence that

such forum is not convenient or proper. The Corporation and the Indemnitee each agrees that any court shall have in personam jurisdiction over it, consents to service of process in any manner prescribed in Section 15 or in any other manner authorized by British Columbia law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia as applied to contracts between British Columbia residents entered into and performed entirely within British Columbia.

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

By:        

Signed, sealed and delivered    )

in the presence of    )

)

)            

Witness        )        l