Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market – The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents following the completion of a going private transaction.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

December 2, 2016

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR CEASE TO BE

A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF

THOMPSON CREEK METALS COMPANY INC.

(THE FILER)

ORDER

Background

1              The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a)           the British Columbia Securities Commission is the principal regulator for this application,

(b)           the Filer has provided notice that subsection 4C.5(1) of Multi-lateral Instrument 11-102 Pass-port System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Mani-toba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, and

(c)           this order is the order of the principal regulator and eviden-ces the decision of the securi-ties regulatory authority or regulator in Ontario.

Interpretation

2              Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

3              This order is based on the following facts represented by the Filer:

1.             the Filer is a corporation amalgamated under the Business Corporations Act (British Columbia);

2.             the Filer’s authorized share capital consists of: (i) an unlimited number of common shares (Common Shares); and (ii) an unlimited number of first preferred shares (Preferred Shares);

3.             there are 225,984,231 Common Shares issued and outstanding, all of which are owned by Centerra B.C. Holdings Inc. (Centerra B.C. Holdings), a wholly-owned direct subsidiary of Centerra Gold Inc. (Centerra);

4.             on October 20, 2016, all of the Common Shares of the Filer were acquired by Centerra by way of a plan of arrange-ment (the Arrangement) under the Busi-ness Corporations Act (British Columbia) in exchange for 0.0988 of a Centerra common share for each Common Share; pursuant to the Arrangement, the Com-mon Shares were then contributed to Centerra B.C. Holdings;

5.             there are no Preferred Shares issued and outstanding;

6.             the Filer has no securities issued and outstanding other than as set out in paragraph 3;

7.             the Common Shares were delisted from the Toronto Stock Exchange on October 21, 2016, removed from the OTCQX on October 20, 2016 and deregistered under the United States Securities Exchange Act of 1934, as amended, on October 26, 2016;

8.             the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

9.             the outstanding securities of the Filer, including debt securities, are beneficially owned by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 securityholders in total worldwide;

10.          no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

11.          the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada where it is a reporting issuer;

12.          the Filer is not in default of securities legislation in any jurisdiction, other than an obligation (arising after the Arrange-ment) to file on or before November 14, 2016 its interim financial statements and its management discussion and analysis in respect of such statements for the three and nine months ended September 30, 2016, as required under National Instrument 51-102 Continuous Disclosure Obligations and the required certificates as required under National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings (collectively, the Filings);

13.          the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.

Order

4              Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.


“Robert Kirwin”

Director, Corporate Finance

British Columbia Securities Commission