Please wait



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
94-1347393
(I.R.S. Employer
Identification No.)
 
 
101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)
57104
(Zip code)
 
 

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

Thompson Creek Metals Company Inc.
(Exact name of obligor as specified in its charter)

British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)
98-0583591(I.R.S. Employer
Identification No.)
 
 
Additional Obligors Listed on Schedule A Hereto
(Exact name of obligor(s) as specified in its charter)
26 West Dry Creek Circle, Suite 810
Littleton, CO
(Address of principal executive offices)
80120
(Zip code)

_____________________________

Debt Securities and Guarantees
(Title of the indenture securities)

 


SCHEDULE A
TABLE OF ADDITIONAL OBLIGORS


Exact Name of Obligor as Specified in its Charter (1)
State or Other Jurisdiction of Incorporation or Organization
I.R.S. Employer Identification No.
Langeloth Metallurgical Company LLC
Colorado, USA
84-1248486
Mt. Emmons Moly Company
Colorado, USA
80-0796828
Thompson Creek Metals Company USA
Colorado, USA
84-1470141
Thompson Creek Mining Co.
Colorado, USA
84-1247133
Cyprus Thompson Creek Mining Company
Nevada, USA
95-2634610
Long Creek Mining Company
Nevada, USA
84-1248481
Berg General Partner Corp.
British Columbia, Canada
N/A
Berg Metals Limited Partnership
British Columbia, Canada
N/A
Blue Pearl Mining Inc.
British Columbia, Canada
N/A
Terrane Metals Corp.
British Columbia, Canada
27-4866870
Thompson Creek Services ULC
British Columbia, Canada
N/A
Thompson Creek Mining Ltd.
Yukon, Canada
27-4564404
____________________________________
(1)
The address of each obligor’s principal executive offices is 26 West Dry Creek Circle, Suite 810, Littleton, Colorado 80120, and the telephone number is (303) 761-8801.


Item 1.    General Information. Furnish the following information as to the trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)
Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.





None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.


Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Wells Fargo Bank, National Association, dated June 27, 2012.**

Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National     Association, dated December 21, 2011.**

Exhibit 4.
Copy of By-laws of the trustee as now in effect.***

Exhibit 5.
Not applicable.

Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.
Not applicable.

Exhibit 9.
Not applicable.


*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.




SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 28th day of February, 2014.






WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/ Richard Prokosch            
Richard Prokosch
Vice President








EXHIBIT 6




February 28, 2014



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.





Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION


                    
/s/ Richard Prokosch    
Richard Prokosch
Vice President












Exhibit 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2013, filed in accordance with 12 U.S.C. §161 for National Banks.
ASSETS
 
Dollar Amounts In Millions
Cash and balances due from depository institutions:
 
 
 
Noninterest-bearing balances and currency and coin
 
 
$
19,641

Interest-bearing balances
 
 
187,583

Securities:
 
 
 
Held-to-maturity securities
 
 
12,346

Available-for-sale securities
 
 
215,837

Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold in domestic offices
 
 
51

Securities purchased under agreements to resell
 
 
18,962

Loans and lease financing receivables:
 
 
 
Loans and leases held for sale
 
 
10,277

Loans and leases, net of unearned income
 
 
778,519

LESS: Allowance for loan and lease losses
 
 
12,421

Loans and leases, net of unearned income and allowance
 
 
766,098

Trading Assets
 
 
32,465

Premises and fixed assets (including capitalized leases)
 
 
7,582

Other real estate owned
 
 
3,838

Investments in unconsolidated subsidiaries and associated companies
 
 
662

Direct and indirect investments in real estate ventures
 
 
7

Intangible assets
 
 
 
Goodwill
 
 
21,549

Other intangible assets
 
 
22,464

Other assets
 
 
54,238

Total assets
 
 
$
1,373,600

 
 
 
 
LIABILITIES
 
 
 
Deposits:
 
 
 
In domestic offices
 
 
$
1,000,959

Noninterest-bearing
 
272,069

 
Interest-bearing
 
728,890

 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
 
94,619

Noninterest-bearing
 
633

 
Interest-bearing
 
93,986

 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
Federal funds purchased in domestic offices
 
 
9,042

Securities sold under agreements to repurchase
 
 
13,930

Trading liabilities
 
 
13,662

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
 
 
55,913

Subordinated notes and debentures
 
 
19,642

Other liabilities
 
 
27,989





Total liabilities
 
 
$
1,235,756

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus
 
 
—

Common stock
 
 
519

Surplus (exclude all surplus related to preferred stock)
 
 
103,010

Retained earnings
 
 
32,028

Accumulated other comprehensive income
 
 
2,080

Other equity capital components
 
 
—

Total bank equity capital
 
 
137,637

Noncontrolling (minority) interests in consolidated subsidiaries
 
 
207

Total equity capital
 
 
137,844

Total liabilities, and equity capital
 
 
$
1,373,600


I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.


Timothy J. Sloan
EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.



John Stumpf                Directors
David Hoyt
Avid Modjtabai