Thompson Creek Announces Exchange Offer for Its 6.50% Tangible Equity Units

DENVER, CO--(Marketwired - May 21, 2014) - Thompson Creek Metals Company Inc. (NYSE: TC) (TSX: TCM) (the "Company" or "Thompson Creek"), a diversified North American mining company, announced today the commencement of an offer to exchange any and all of its 6.50% Tangible Equity Units (CUSIP No. 884768 300; ISIN CA8847683007) (the "TMEDS") for shares of its common stock (the "Common Stock" and such offer to exchange, the "Exchange Offer"). The exchange offer is not being made to prior holders of TMEDS that have already exercised their right to separate the TMEDS into their component parts.

The TMEDS were originally issued by the Company on May 11, 2012 in an aggregate amount of 8.8 million units, of which 8.34 million units remain outstanding. Each unit of TMEDS consists of a prepaid stock purchase contract and an amortizing note, and can be separated at any time by holders thereof into its component parts. The TMEDS mandatorily convert into shares of the Company's common stock on May 15, 2015. A maximum of 44,935,086 shares of common stock may be issued by the Company on May 15, 2015 pursuant to the terms of the TMEDS.

The Company is conducting the exchange offer to reduce its outstanding debt and the future cash coupon on a portion of its debt through the issuance of its common shares. The Company believes that the exchange offer is a fiscally prudent measure that will ultimately improve its capital structure. As of March 31, 2014, approximately $16.4 million of the Company's total debt was attributable to the amortizing notes portion of the outstanding TMEDS. The proposed consideration for each unit of TMEDS tendered for exchange consists of the maximum number of shares of common stock that would otherwise be issuable to settle the TMEDS' prepaid common stock purchase contract portion on the mandatory settlement date of May 15, 2015, plus an additional amount of common shares equivalent to US$1.00, as described further below.

Subject to the terms and conditions of the Exchange Offer, each holder of TMEDS (each, a "Holder" and collectively, the "Holders") may tender all or a portion of such Holder's TMEDS in exchange for 5.3879 shares of Common Stock per TMEDS unit plus the number of shares of Common Stock equal to U.S. $1 divided by the five day Weighted Average Price (as defined in the Offer to Exchange, dated May 21, 2014 (the "Offer to Exchange")) per TMEDS unit (the "Exchange Ratio"). The Exchange Ratio will be subject to a maximum of 5.7879 shares of our Common Stock and a minimum of 5.6379 shares of our Common Stock per unit of TMEDS validly tendered and accepted for exchange. Assuming all 8.34 million units of TMEDS currently outstanding are tendered for exchange and assuming the maximum exchange ratio, the Company would issue 48,271,086 shares of its common stock (3,336,000 more than would be issued on May 15, 2015 pursuant to the mandatory conversion of the TMEDS on such date). Fractional shares will not be issued in the Exchange Offer and cash will be paid in lieu of any fractional shares. The Exchange Ratio will be announced in a press release issued by the Company prior to 9:00 a.m., New York City time, on June 17, 2014. Holders who tender TMEDS pursuant to the Exchange Offer will receive a number of shares of Common Stock greater than the maximum number of shares of Common Stock such Holders would receive upon the automatic conversion of the TMEDS on May 15, 2015.