Thompson Creek Metals Completes $700M Acquisition of Terrane Metals and US$311.5M Goldstream Transaction with Royal Gold

On October 20, 2010, Thompson Creek Metals Inc. completed its acquisition of Terrane Metals Corp. by way of a Plan of Arrangement under the Business Corporations Act (British Columbia).
Former shareholders of Terrane received $0.90 in cash and 0.052 of a Thompson Creek share for each Terrane common share held.

Concurrent with the closing of the Arrangement, Thompson Creek completed a goldstream transaction with Royal Gold, Inc., pursuant to which Royal Gold has agreed to purchase 25 per cent of the payable gold from the Mt. Milligan project in British Columbia.

Total consideration for the transaction was US$311.5 million, of which US$226.5 million was paid in conjunction with the closing of the Arrangement and the remaining US$85 million is to be paid during construction of the Mt. Milligan project.

Thompson Creek was represented by Goodmans LLP with a Vancouver team that included Bruce Wright, David Redford, Maria Davidson, Douglas Bolton, Kimberly Burns, Sean Mason, Matthew Kirk and Mahdi Shams (corporate/securities/mining and M&A); and a Toronto team that included Grant McGlaughlin (corporate, securities and M&A); Richard Annan and Joel Schachter (regulatory) and Alan Bowman and David Veneziano (tax). McDermott Will & Emery LLP acted as US counsel to Thompson Creek, with a team that included Thomas Sauermilch, Jeffrey Rothschild, Stephen Older, Amy Ferrer and Gary Rosenbaum.

Terrane Metals was represented by Lang Michener LLP (now McMillan LLP) in Vancouver with a team that included Thomas Deutsch, Leo Raffin, Tom Theodorakis, Barbara Collins, Amandeep Sandhu, Alexis Cloutier and Ashley Baker (M&A, corporate, securities and mining); Herbert Ono (US matters); Karen Carteri (litigation); Peter Botz (tax) and Fran├žois Tougas (regulatory). Thorsteinssons LLP also advised Terrane on tax matters with a team that included Michael McLaren and Michael Colborne. Goldcorp Inc., a former shareholder of Terrane, was represented by Clay Horner and Natalie Munroe (corporate, securities and M&A) and Steve Suarez (tax) of Osler, Hoskin & Harcourt LLP. Fraser Milner Casgrain LLP represented the special committee of the board of directors of Terrane with a team that included John Sabine and Abbas Ali Khan.

Royal Gold was represented internally by Bruce Kirchhoff and Kevin Rohnstock; by Robert Groves of Davis LLP in Vancouver; by Paul Hilton, Kevin Burke and Deborah Staudinger of Hogan Lovells US LLP and by Rob Miller of Miller Titerle LLP.

Lawyer(s)

Michael W. Colborne Abbas Ali Khan David Redford Douglas E. Bolton Joel S. Schachter Bruce M. Wright Richard Annan David Veneziano Robert Miller Matthew Kirk Ashley Baker Herbert I. Ono Sean R. Mason Natalie Munroe Kimberly E. Burns Thomas J. Deutsch Steve Suarez Thomas Sauermilch Robert Thomas Groves Amandeep Sandhu Karen L. M. Carteri François E.J. Tougas Maria Davidson Grant E. McGlaughlin Michael H. McLaren Leo Raffin Peter Botz Stephen Older John W. Sabine Alan Bowman Tom V. Theodorakis Clay Horner Barbara Collins Mahdi Shams Alexis Cloutier

Firm(s)

Goodmans LLP McDermott Will & Emery McMillan LLP Thorsteinssons LLP Osler, Hoskin & Harcourt LLP Dentons Canada LLP DLA Piper (Canada) LLP Hogan Lovells US LLP Miller Titerle + Company