Corporate

The Compensation and Governance Committee is a committee of the Board of Directors of Thompson Creek Metals Company Inc. (the "Company") with the primary function to assist the Board of Directors in fulfilling its oversight responsibilities in the areas of compensation and corporate governance by:

Compensation

• Reviewing and approving and then recommending to the Board of Directors salary, bonus, and other benefits, direct or indirect, and any change control packages of the President and Chief Executive Officer and other members of the senior management team;

• Recommendation of salary guidelines to the Board of Directors;

• Administration of the Company's compensation plans, including stock option plans, outside directors compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time;

• Research and identification of trends in employment benefits;

• Establishment and periodic review of the Company's policies in the area of Management benefits and perquisites.

Governance

• Assessing the effectiveness of the Board as a whole as well as discuss the contribution of individual members;

• Assessing the Company's governance;

• Proposing new nominees for appointment to the Board; and

• Orienting new Directors.

The Compensation and Governance Committee shall be comprised of three or more directors as determined by the Board of Directors, each of whom shall be independent in accordance with the MI-52-l 10 and Section 303A.02 of the New York Stock Exchange Listed Company Manual. Each member will have skills and/or experience which are relevant to the mandate of the Compensation and Governance Committee.

The members of the Compensation and Governance Committee shall be elected by the Board of Directors at the annual organizational meetings of the Board of Directors or until their successors are duly elected and qualified. Unless a Chair is elected by the full Board of Directors, the members of the Compensation and Governance Committee may designate a Chair by majority vote of the full membership of the Compensation and Governance Committee.

The Compensation and Governance Committee shall meet at least once annually or more frequently as circumstances require. The Compensation and Governance Committee may ask members of management or others to attend meetings or to provide information as necessary. The Compensation and Governance Committee may retain the services of outside compensation specialists to the extent required. The Compensation and Governance Committee may also form subcommittees and delegate authority to them when appropriate.

Quorum for the transaction of business at any meeting of the Compensation and Governance Committee shall be a majority of the number of members of the Compensation and Governance Committee or such greater number as the Compensation and Governance Committee shall by resolution determine.

Meetings of the Compensation and Governance Committee shall be held from time to time as the Compensation and Governance Committee or the Chairman of the Compensation and Governance Committee shall determine upon 48 hours notice to each of its members. The notice period may be waived by quorum of the Committee.

The Compensation and Governance Committee shall annually review its own performance.

Responsibilities and duties of the Compensation and Governance Committee include:

Compensation:

1. Annually review and revise this Charter as necessary with the approval of the Board of Directors.

2. Provide periodic reports to the Board of Directors on compensation matters.

3. Annually review and make recommendations to the Board of Directors upon the recommendation of members of senior management with respect to the Company's overall compensation and benefits philosophies and programs for employees, including base salaries, bonus and incentive plans, deferred compensation and retirement plans and share purchase or issuance plans. Deferred compensation ad retirement plans and share purchase or issuance plans including stock options. As part of its review process, the Compensation and Governance Committee will review peer group and other mining industry compensation data reported through surveys and other sources.

4. Annually review and approve corporate goals and objectives relevant to the compensation of the President and Chief Executive Officer, evaluate the President and Chief Executive Officer's performance in light of these goals and objectives and set the President and Chief Executive Officer's compensation level based on this evaluation. In setting the President and Chief Executive Officer's salary, the Compensation and Governance Committee will take into consideration salaries paid to chief executive officers in the general mining industry. The President and Chief Executive Officer's contribution towards the Company's achievement of business goals and objectives for the previous financial year will form the basis for the Compensation and Governance Committee's recommendations concerning bonus or other performance recognition awards.

5. Annually review and make recommendations to the Board of Directors with respect to the Company's compensation and benefit programs for the other senior officers of the Company including base salaries, bonuses or other performance incentives and stock options.

6. Review and make recommendations to the Board of Directors with respect to the implementation or variation of stock options, share purchase plans, compensation and incentive plans and retirement plans. The number of options granted will give consideration to the potential contribution that an individual may make to the success of the Company.

7. The Compensation and Governance Committee shall prepare a report on Executive Compensation on an annual basis in connection with the preparation of the Annual Information Circular the Annual Proxy Statement or as otherwise required pursuant to applicable securities laws and ensure that it reviews all executive compensation disclosure before it is publicly disclosed.

8. The report on Executive Compensation should describe the process undertaken by the Compensation and Governance Committee and should speak specifically to the weighting factors and target levels set out in the determination of the executive's compensation. Where there are no clearly pre-established targets or payout ranges, the report on Executive Compensation should clearly indicate this fact.

9. The Compensation and Governance Committee is responsible for reviewing and recommending to the Board of Directors the compensation of the Directors including, annual retainer, meeting fees, option grants and other benefits conferred upon the Directors.

10. The Compensation and Governance Committee is responsible for reviewing and submitting to the Board of Directors as a whole, recommendations concerning executive compensation and compensation plan matters. Unless such matters are delegated specifically to the Compensation and Governance Committee, the Compensation and Governance Committee shall only make recommendations to the Board of Directors for their consideration and approval, if appropriate. The Board of Directors will have the responsibility to instruct management to implement the directives.

11. The Compensation and Governance Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of a Director, Chief Executive Officer or other senior officer compensation and shall have sole authority to approve the consultant's fees and other retention terms.

Governance

1. Annual review and revision of this Charter as necessary with the approval of the Board of Directors.

2. Review on a periodic basis, the size and composition of the Board of Directors and ensure that an appropriate number of independent Directors sit on the Board.

3. Facilitate the independent functioning; and maintain an effective relationship, between the Board of Directors and Management of the Company.

4. Assess the effectiveness of the Chairman of the Board of Directors' agenda and the quality of the engagement of the Board.

5. Annually review performance and qualification of existing Directors in connection with their re-election and assess, at least annually, the effectiveness of the Board of Directors as a whole, committees of the Board of Directors and the contribution of individual Directors, including making recommendations where appropriate that a sitting Director be removed or not re-appointed.

6. Review with the Board of Directors the Committee's judgment as to the quality of the Company's governance and suggest changes to the Company's governance practices as determined appropriate.

7. Develop and recommend to the Board of Directors board guidelines applicable to the Company, periodically review and reassess their adequacy and recommend any proposed changes to the Board of Directors for approval.

8. The Compensation and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify Director candidates, including sole authority to approve the search firm's fees and other retention terms.

9. Review all Interested Transactions (as such term is defined in the Company's Code of Ethics and Business Practices) in accordance with the procedures set forth in the Company's Code of Ethics and Business Practices. No member of the Compensation and Governance Committee shall participate in any review, consideration or approval of any Interested Transaction with respect to which the member or any of his or her immediate family members is the Related Person. The Chairman shall review with the Compensation and Governance Committee at its next regularly scheduled meeting any Interested Transaction occurring since the prior Compensation and Governance Committee meeting which was approved by the Chairman under the authority delegated by the Compensation and Governance Committee in accordance with the procedures set forth in the Company's Code of Ethics and Business Practices. If an Interested Transaction is ongoing, the Compensation and Governance Committee shall establish guidelines for the Company's management to follow in its ongoing dealings with the Related Person (as such term is defined in the Company's Code of Ethics and Business Practices). Thereafter, the Compensation and Governance Committee shall periodically review and assess ongoing relationships with the Related Person to see that they are in compliance with such guidelines and that the Interested Transaction remains appropriate.

Nominating Responsibilities

1. Establish qualifications for Directors and procedures for identifying possible nominees who meet these criteria.

2. Identify individuals qualified to become Directors for recommendation to the Board of Directors.

3. Establish procedures and approve appropriate orientation and education program for new members of the Board of Directors.

4. Analyze the needs of the Board of Directors when vacancies arise on the Board and identify and recommend to the Board of Directors nominees who meet such needs.