Thompson Creek Metals Company Inc.

Offering of

8,800,000 6.50% tMEDS
(the “tMEDS Offering”)

The information in this pricing term sheet relates only to the tMEDS Offering and should be read together with (i) the preliminary prospectus supplement, dated May 7, 2012, relating to the tMEDS Offering (the “Preliminary Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (ii) the accompanying prospectus dated May 7, 2012, included in the Registration Statement (File No. 333-170232), in each case, including the documents incorporated by reference therein. Terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.

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The exact stock price and effective date may not be set forth in the table above, in which case:

·                  if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the fundamental change early settlement rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

·                  if the stock price is greater than $20.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above), the fundamental change early settlement rate will be the Minimum Settlement Rate; or

·                  if the stock price is less than $2.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above) (the “minimum stock price”), the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using

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straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table.

The maximum number of shares of common stock deliverable under a purchase contract is 5.3879, subject to adjustment in the same manner as the fixed settlement rates as set forth under “Description of the purchase contracts—Adjustments to the fixed settlement rates” in the Preliminary Prospectus Supplement.

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Changes from Preliminary Prospectus Supplement

Use of proceeds

The “Use of proceeds” sections on pages S-10 and S-56 of the Preliminary Prospectus Supplement are hereby replaced in their entirety with the “Use of proceeds” section set forth below:

“We estimate that the net proceeds from this offering will be approximately $212.0  million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (or $241.1 million if the underwriters exercise their option to purchase additional tMEDS in full). In addition, we estimate that the net proceeds from the concurrent offering of Senior Notes due 2019 will be approximately $194.6 million.

We intend to use the net proceeds from this offering, together with the net proceeds from the concurrent offering of Senior Notes due 2019, cash from operations and funds from prior financing arrangements, to complete construction of our Mt. Milligan copper-gold mine.

We are undertaking this offering and the concurrent offering of Senior Notes due 2019 to provide additional funding for Mt. Milligan.  However, the concurrent offering of Senior Notes due 2019 is not contingent upon the completion of this offering, and this offering is not contingent upon the completion of the concurrent offering of Senior Notes due 2019.  If the net proceeds of the concurrent offering of Senior Notes due 2019 are less than $194.6 million or if we fail to complete the offering of Senior Notes due 2019, we may need additional financing in the future to complete the construction and development of Mt. Milligan and for other expenditures.  Failure to obtain any such financing on a timely basis could cause a delay in the development timeline of Mt. Milligan, cause us to forfeit our interest in certain properties, miss certain acquisition opportunities, delay or indefinitely postpone further exploration and development of our projects with the possible loss of such properties, and reduce or terminate our operations. We may be unable to obtain additional debt or equity financing on terms acceptable to us to meet these requirements, or at all.  If we fail to obtain such financing, our growth prospects, results of operations and financial condition may be adversely affected.”

Capitalization

The “Capitalization” section on page S-57 of the Preliminary Prospectus Supplement is hereby replaced in its entirety with the “Capitalization” section set forth below:

“The following table sets forth our unaudited cash and cash equivalents and capitalization as of March 31, 2012, on:

·                  an actual basis;

·                  an as adjusted basis to give effect to the sale of the tMEDS; and

·                  an as further adjusted basis to give effect to the sale of $200,000,000 aggregate principal amount of Senior Notes due 2019 in the concurrent offering of Senior Notes due 2019. See “Summary—The Transactions.”

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These “As adjusted” and “As further adjusted” amounts do not reflect the use of proceeds contemplated hereby.  See “Use of proceeds.” You should read this table along with our consolidated financial statements and related notes and the other financial information incorporated by reference in this prospectus supplement and the accompanying prospectus.

The offering of Senior Notes due 2019 is not contingent upon the completion of this offering, and this offering is not contingent upon the completion of the offering of Senior Notes due 2019. There can be no assurance as to the aggregate principal amount of Senior Notes due 2019 that will be issued in the concurrent offering of Senior Notes due 2019.

(1)               Although we do not record it as indebtedness, we also have $409.6 million in outstanding deferred revenues under our Gold Stream transaction described in “Description of other indebtedness and deferred revenue—Gold Stream transaction” and note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K and $171.9 million in remaining proceeds of the Gold Stream transaction that are available to us over the Mt. Milligan construction period.  These amounts are and would be secured by our Mt. Milligan assets. After the deposits have been fully offset, the counterparty will continue to have a security interest in 40% of the payable gold produced from Mt. Milligan. The amortizing notes would effectively be subordinated to our obligations under the Gold Stream transaction to the extent of the value of those assets.

(2)               As of March 31, 2012, we had available borrowings of $275.5 million under our revolving credit facility (after giving effect to $24.5 million of outstanding letters of credit), all of which, if borrowed, would be secured.  See “Description of other indebtedness and deferred revenue—Revolving credit facility” for a description of this facility.

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(3)               As of March, 31, 2012, we had available borrowings of $123.8 million under our Caterpillar equipment financing facility, all of which, if borrowed, would be secured by the equipment financed with those borrowings.  See “Description of other indebtedness and deferred revenue—Caterpillar equipment financing facility” for a description of this facility.

(4)               Each tMEDS offered hereby will include an amortizing note, as described in “Description of the amortizing notes.”

(5)               The “As adjusted” and “As further adjusted” share numbers do not include shares of common stock issuable upon settlement of the purchase contracts that are components of the tMEDS.

(6)               Each tMEDS offered hereby will include a purchase contract, as described in “Description of the purchase contracts.” We will account for the purchase contracts that are components of the tMEDS offered hereby as equity and will record the initial fair value of these purchase contracts, net of the underwriting discounts and commissions and estimated offering expenses allocated to the purchase contracts, as additional paid-in capital.”

Thompson Creek has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the tMEDS Offering. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement and other documents Thompson Creek has filed with the SEC for more complete information about Thompson Creek and the tMEDS Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the Preliminary Prospectus Supplement and the accompanying prospectus may be obtained from J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling 1-866-803-9204.

This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying prospectus. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in such Preliminary Prospectus Supplement and the accompanying prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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