6.4

Liard Shares.

(a) Teck is the owner of 1,475,536 common shares of Liard (the “

Teck JV

Liard Shares

”). The Teck JV Liard Shares shall be held by Teck, or the

Operator as the case may be, as bare trustee and agent for the benefit of

the Parties in accordance with their Interests as determined in accordance

with this Agreement and are subject to this Agreement and form part of

the Assets.

(b) Copper Fox is the registered owner of 29,342 common shares of Liard

(the “

Copper Fox Non-JV Liard Shares ”). The Copper Fox Non-JV Liard

Shares are held by Copper Fox for its own benefit and, except as provided

in §6.5(c), are not subject to this Agreement and are not part of the

Assets.

(c) §24.2 governs acquisitions of any interest in securities of Liard by Teck or

Copper Fox from the date of this Agreement. In this Agreement, “

JV

Liard Shares

” refers to the Teck JV Liard Shares and any securities of

Liard contributed to the Joint Venture pursuant to §24.2 and any securities

or property that such securities might be converted or exchanged into as

part of a corporate action of Liard affecting all holders of common shares.