FORDING CANADIAN COAL TRUST

ANNUAL INFORMATION FORM

March 21, 2006









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TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION ADVISORY

1

NON-GAAP FINANCIAL MEASURES

1

DEFINED TERMS

2

CONVERSION TABLE

2

REFERENCES TO CURRENCY

2

CORPORATE STRUCTURE

3

GENERAL DEVELOPMENT OF THE BUSINESS

4

DESCRIPTION OF THE BUSINESS

6

RESERVES AND RESOURCES

19

RISK FACTORS

29

OTHER INFORMATION REGARDING THE TRUST

37

ANNUAL AND QUARTERLY FINANCIAL INFORMATION

41

CAPITAL STRUCTURE

41

MARKETS FOR SECURITIES

46

GOVERNANCE

46

LEGAL PROCEEDINGS

55

TRANSFER AGENT AND REGISTRAR

55

MATERIAL CONTRACTS

55

ADDITIONAL INFORMATION

58

APPENDIX A:  GENERAL GLOSSARY

1

APPENDIX B:  GLOSSARY OF TECHNICAL TERMS

1

APPENDIX C:  DEFINITIONS OF MINERAL RESERVES AND MINERAL RESOURCES

1

APPENDIX D:  FORDING CANADIAN COAL TRUST AUDIT COMMITTEE CHARTER

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FORWARD-LOOKING INFORMATION ADVISORY

This annual information form (Annual Information Form) contains forward-looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995 relating, but not limited to, the Trusts expectations, intentions, plans and beliefs.  Forward-looking information can often be identified by forward-looking words such as anticipate, believe, expect, goal, plan, intend, estimate, may, and will or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.  This Annual Information Form contains forward-looking information, including in, but not limited to, the section titled Elk Valley Coal  Coal Markets.

Unitholders and prospective investors are cautioned not to place undue reliance on forward-looking information.  By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.  For a further discussion of the assumptions, risks and uncertainties relating to the forward-looking statements contained in this Annual Information Form please refer to the section entitled Risk Factors on page 29.

The forward-looking statements contained in this Annual Information Form are based, in part, upon certain assumptions made by the Trust, including, but not limited to, the following:  no material disruption in production; no material variation in anticipated coal sales volumes, coal prices or cost of product sold; no material variation in the forecasted yields, strip ratios, haul distances and productivity for each mine in which the Trust has an interest; no material increases in the global supply of hard coking coal other than what is currently projected by management; significant quantities of weaker coking coals will not be substituted for hard coking coal; continued strength in global steel markets; no material disruption in construction or operations at mine sites; no variation in availability or allocation of haul truck tires to Elk Valley Coal until late 2007; settlement of current collective bargaining disputes on terms acceptable to management and an absence of labour disputes in the forecast period; no material increase in the cost of labour; no material variations in markets and pricing of metallurgical coal other than anticipated variations; no material variation in anticipated mining, energy or transportation costs; continued availability of and no material disruption in rail service and port facilities; no material delays in the current timing for completion of ongoing projects; financing will be available on terms favourable to the Trust and Elk Valley Coal; no material variation in the operations of Elk Valley Coals customers which could impact coal purchases; no material variation in historical coal purchasing practises of customers; coal sales contracts will be entered into with new customers; delayed coal shipments in 2005 will not materially impact customer demand in 2006; existing inventories will not result in decreased sales volumes; no further moratoriums on advance tax rulings from the Canada Revenue Agency; parties execute and deliver contracts currently under negotiation; and no material variations in the current tax regulatory environment.

The Trust cautions that the list of risks and assumptions set forth or referred to above is not exhaustive.  Some of the risks, uncertainties and other factors which negatively affect the reliability of forward-looking information are discussed in the Trusts public filings with the Canadian and United States securities regulatory authorities, including its most recent management information circular, annual report, quarterly reports, material change reports and news releases.  The Trusts public filings are available on the Trusts website at www.fording.ca.  Copies of the Trusts Canadian public filings are available on SEDAR at www.sedar.com.  The Trusts public filings, in the United States, including the Trusts most recent annual report on form 40-F as supplemented by its filings on form 6-K, are available at www.sec.gov.  The Trust further cautions that information contained on, or accessible through, these websites is current only as of the date of such information and may be superseded by subsequent events or filings.  The Trust undertakes no obligation to update publicly or otherwise revise any information, including any forward-looking information, whether as a result of new information, future events or other such factors that affect this information except as required by law.

NON-GAAP FINANCIAL MEASURES

Financial measures such as Distributable Cash, Available Cash, cash available for distribution, sustaining capital expenditures and net income before unusual items, future income taxes and discontinued operations that are not measures recognized under generally accepted accounting principles (GAAP) in Canada or the United States and do not have standardized meanings prescribed by GAAP.  These measures, as computed by the Trust,



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may differ from similar computations made by other similar issuers and accordingly, may not be comparable to such measures as reported by such other trusts or corporations.  These measures, which have been derived from our financial statements and applied on a consistent basis, are presented and/or incorporated by reference in this Annual Information Form because management of the Trust believes these non-GAAP measures are of assistance in understanding the Trusts results of operations and financial position and are relevant measures of the ability of the Trust to earn and distribute cash to Unitholders.

Distributable Cash and Cash Available for Distribution

Cash available for distribution is the term used to describe the cash from the Trust that is available for distribution to Unitholders.  Actual distributions of cash to Unitholders are made after being declared by the Trustees in accordance with the distribution policy of the Trust (other than in the case of the year-end distribution that is made to ensure that the Trust is not taxable and that occurs automatically under the Declaration of Trust).

Although the Trust uses cash available for distribution (referred to as Distributable Cash in the Declaration of Trust), it is not a term recognized by GAAP in Canada and it is not a term that has a standardized meaning.  Accordingly, cash available for distribution, when used in this Annual Information Form and other Trust disclosures, may not be comparable to similarly named measures presented by other trusts.

Generally, cash available for distribution refers to all of the cash received by the Trust from its direct and indirect investments in Elk Valley Coal and NYCO, less specified costs of the Trust.  Cash available for distribution is derived from cash flows from the operations of the Trusts subsidiaries, including its proportionate interest in Elk Valley Coal, before changes in non-cash working capital, less sustaining capital expenditures, principal repayments on debt obligations and any amount allocated to reserves.  Sustaining capital expenditures are expenditures made in respect of capital asset additions, replacements or improvements required to maintain business operations.  The determination of what constitutes sustaining capital expenditures requires the judgment of management and is reviewed by the Board of Directors.  Cash reserves, which are a discretionary decision of the Trust and its subsidiaries and of Elk Valley Coal, may be established, which would reduce cash available for distribution, in order to meet any short-term or long-term need for cash.  Such reserves established at the Elk Valley Coal level have the effect of reducing amounts distributed by Elk Valley Coal to its Partners; however, such allocations must be authorized by a Special Resolution of the Partners and Elk Valley Coal is required to make reasonable use of its operating lines for working capital purposes.

DEFINED TERMS

The meanings of certain capitalized terms used in this
Annual Information Form can be found in the General Glossary and the Glossary of Technical Terms set forth respectively at
Appendix A and Appendix B.

CONVERSION TABLE

To Convert ToFromMultiply ByCubic YardsCubic metres1.308FeetMetres3.281MilesKilometres0.621AcresHectares2.471PoundsKilograms2.205Short TonsTonnes1.102Long tonsTonnes0.984BTU/lbkJ/kg0.430




REFERENCES TO CURRENCY

Unless otherwise noted, all references in this Annual Information Form to monetary amounts are expressed in Canadian dollars and $ means Canadian dollars.



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CORPORATE STRUCTURE

Name and Formation

The
Fording Canadian Coal Trust is an open-ended mutual fund trust created pursuant to the
Declaration of Trust and governed by the laws of Alberta.  The Trusts head office is located at Suite 1000, 205  9th Avenue SE,
Calgary, Alberta T2G 0R3.

Intercorporate Relationships

The following chart sets forth all material subsidiaries of the
Trust as at December 31, 2005, and indicates their respective jurisdictions of incorporation or organization and the ownership percentage of each such entity beneficially owned, or over which control or direction is exercised by the
Trust.



Notes:

(1)

Reducing to 60% on April 1, 2006.  See General Development of the Business  Three-Year History  Achievement of Synergies.

(2)

Jurisdiction  Delaware

(3)

Jurisdiction  Nova Scotia

(4)

Jurisdiction  Alberta

(5)

Jurisdiction  Canada



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(6)

Jurisdiction - Mexico

(7)

Effective August 1, 2005, Elk Valley Coal contributed the Elkview mine to Elkview LP for a direct and indirect 95% general partnership interest and subsidiaries of NSC and POSCO each acquired a 2.5% limited partnership interest by each contributing U.S.$25 million.

GENERAL DEVELOPMENT OF THE BUSINESS

General Description of the Business

The Trust is one of the largest income trusts in Canada.  The Units are publicly traded in Canada on the TSX (FDG.UN) and in the United States on the NYSE (FDG).  Through investments in metallurgical coal and industrial minerals mining and processing operations, the Trust makes quarterly cash distributions to Unitholders.

Three-Year History

The Trust was established in connection with the 2003 Arrangement that became effective on February 28, 2003.  The nature and development of the businesses in which the Trust has invested during the three most recently completed financial years is described in Description of the Business  Elk Valley Coal  The Last Three Yearsand Description of the Business  NYCO  The Last Three Years.

2003 Arrangement

Pursuant to the 2003 Arrangement, the business of Old Fording was reorganized under the Trust and its subsidiary, Fording Inc. and Elk Valley Coal was formed.  Elk Valley Coal is a general partnership, the Partners of which, at the time of the 2003 Arrangement, were Fording Inc., Teck Cominco, QCP and TBCI.  As part of the 2003 Arrangement, the Luscar Partnership (the partners of which were affiliates of each of Sherritt and OTPP) and CONSOL contributed indirectly to Elk Valley Coal their respective interests in the Line Creek operations, the Cardinal River operations and the undeveloped Cheviot pit project as well as their collective 46% interest in Neptune, the corporation that owns Neptune Terminals in North Vancouver, British Columbia.  Old Fording contributed to Elk Valley Coal its metallurgical coal business comprised substantially of the Fording River operations, the Coal Mountain operations and its interest in the Greenhills operations.  Teck Cominco contributed to Elk Valley Coal its North American metallurgical coal business comprised substantially of the Elkview operations.  These contributions established Elk Valley Coal as the worlds second-largest producer of seaborne metallurgical hard coking coal.

In addition, as part of the 2003 Arrangement, and subject to the Fording Royalty, Old Fording sold its Prairie Operations to Sherritt Coal Partnership II and each of Teck Cominco, Westshore, Sherritt and OTPP subscribed for Units.  Further, Luscar and CONSOL received Units in partial consideration for the transfer of the assets that were subsequently contributed to Elk Valley Coal.  The 2003 Arrangement is described in detail in the Trusts 2003 Annual Information Form.

Issuance of Two Million Units

The Trust filed a short form prospectus on April 12, 2004 in connection with the issuance of two million Units on a bought deal basis to a syndicate of underwriters led by RBC Capital Markets at $52.50 per Unit.  The offering closed on April 16, 2004.  The Trust invested the net proceeds of the offering of $99 million in additional Fording Preferred Shares and Fording Subordinated Notes.  In turn, Fording Inc. used the proceeds to pay down indebtedness, which provided it with a greater range of financing alternatives for funding its portion of the development of the Cheviot pit at the Cardinal River operations.

Achievement of Synergies

Elk Valley Coal was initially owned 65% by the Trust and 35% by Teck Cominco and certain affiliates of Teck Cominco.  The EVC Partnership Agreement provided for an increase in Teck Comincos interest in Elk Valley Coal to a maximum of 40% in the event that Teck Cominco, as managing Partner, was able to realize certain synergies as a result of the combination of the various mines and other properties comprising Elk Valley Coal.  After discussions among the Partners and upon review of reports of various experts, the Partners determined that synergies had been achieved and that Fording Inc.s interest would be reduced to 62% effective April 1, 2004, to 61% on April 1, 2005,



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and to 60% on April 1, 2006.  Teck Comincos entitlements increase correspondingly over the same period.  The Trust accounted for the estimated effect of the 5% reduction by recording it to earnings in its financial results for the period ending March 31, 2004.  This charge was reduced by recording an estimate of cash to be received in Distribution Entitlements until March 31, 2006.  The actual Distribution Entitlements received since March 31, 2004 have been previously included in cash available for distribution or will be included in cash available for distribution for the period ending March 31, 2006.

Quintette Mine Asset Transfer

Elk Valley Coal accepted the early contribution of certain of the Quintette mine assets and purchased certain other assets of Teck Cominco related to the Quintette mine on December 31, 2004.  The contribution of mine assets, including equipment, coal leases, permits and licenses associated with the Quintette mine was contemplated by the 2003 Arrangement and was to occur once Teck Cominco had completed the reclamation of the Quintette minesite.  However, Elk Valley Coal agreed to an earlier transfer of the Quintette mine assets before reclamation was completed in return for an agreement by Teck Cominco to complete the reclamation and provide Elk Valley Coal with an indemnity against any liability arising from the early transfer.

Elkview LP

Effective August 1, 2005, Elk Valley Coal contributed the Elkview operations to Elkview LP for a direct and indirect 95% general partnership interest and subsidiaries of NSC and POSCO each acquired a 2.5% limited partnership interest by each contributing U.S.$25 million.  The proceeds of the NSC and POSCO contributions are being used to increase the annual production capacity of the Elkview operations to seven million tonnes of coal. In addition, NSC and POSCO each entered into 10-year sales agreements with Elk Valley Coal in connection with the transaction.  Elkview Mine G.P. is the managing partner of Elkview LP and a wholly-owned subsidiary of Elk Valley Coal.  Pursuant to a management agreement between Elkview Mine G.P. and Elk Valley Coal, Elk Valley Coal provides management services to Elkview Mine G.P.

2005 Arrangement

At the 2005 Annual and Special Meeting, Unitholders approved a two-step reorganization of the Trust and its subsidiaries.  The first step of the reorganization was completed on August 24, 2005 pursuant to a plan of arrangement under section 192 of the CBCA (the 2005 Arrangement). The 2005 Arrangement created a flow-through structure by transferring Fording Inc.s partnership interest in Elk Valley Coal, to Fording LP, a new limited partnership, of which the Trust directly and indirectly owns all of the partnership interests.  Fording ULC is the general partner of Fording LP and a wholly-owned subsidiary of the Trust.  The 2005 Arrangement also resulted in the Trust directly and indirectly owning all of the securities of NYCO previously held by Fording Inc.  Fording ULC manages NYCO on behalf of the Trust pursuant to a management services agreement.

The second step of the reorganization, whereby the Trust would further reorganize into a royalty trust was not completed. The Trustees have determined that the reorganization to a royalty trust would be better effected through implementation of a structure that is different from that approved by Unitholders at the 2005 Annual and Special Meeting.  Accordingly, Unitholders will be asked to approve a modified royalty reorganization at the 2006 Annual and Special Meeting.

Unitholders also approved a three-for-one split of the Units at the 2005 Annual and Special Meeting. The split became effective on September 6, 2005 with holders of record as at September 2, 2005, receiving two additional Units for each Unit held at that time.

A more detailed description of the 2005 Arrangement is contained in the Notice of Meeting and Management Information Circular dated April 2, 2005, that was mailed to Unitholders in advance of the 2005 Annual and Special Meeting and is available at www.sedar.com, www.sec.gov and on the Trusts website at www.fording.ca.

Ten-Year Sales Agreement with JFE Corporation

On October 24, 2005, Elk Valley Coal and JFE Steel Corporation of Japan signed a letter of intent that contemplates a 10-year sales contract for 2.5 million tonnes per annum beginning in the 2006 coal year.



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Changes to Applicable Tax Legislation

Withholding on Distributions to Non-Residents

The Tax Act was amended on May 13, 2005 to provide that effective as of January 1, 2005, certain types of distributions made by an income trust to Non-Residents that are otherwise not subject to Canadian tax, including withholding tax, will be subject to withholding under the Tax Act at a rate of 15% of the gross amount of the distribution.

Limitations on Non-Resident Ownership

The Tax Act provides that a trust will lose its status as a mutual fund trust if it is maintained primarily for the benefit of Non-Residents.

At the 2005 Annual and Special Meeting, Unitholders authorized management to proceed with the reorganization of the Trust into a royalty trust which would enable the Trust to take advantage of an exemption from the Non-Resident ownership restriction in the Tax Act. The Trustees have since determined that the reorganization to a royalty trust would be better effected through implementation of a structure that is different from that approved by Unitholders at the 2005 Annual and Special Meeting. Accordingly, Unitholders will be asked to approve a modified royalty reorganization at the 2006 Annual and Special Meeting.

The Trustees regularly monitor the level of Non-Resident ownership of the Trust using geographical reports received from the transfer agent and ownership residency analyses by a third party advisor. To enable the Trust to monitor its level of Non-Resident ownership, the Declaration of Trust provides that the Trustees may require declarations of residency from Unitholders. Having regard for the recent three-for-one split of the Units, the Trustees decided it was prudent to require Unitholders to provide residency declarations in the first quarter of 2006.  Based on the declarations received as of the date of this Annual Information Form, approximately 51% of the outstanding Units are held by residents of Canada.

DESCRIPTION OF THE BUSINESS

The Trust does not carry on any active business.  The Trust owns a direct and indirect 61% interest in Elk Valley Coal and a direct and indirect 100% interest in NYCO. The Trust holds its investment in Elk Valley Coal through its investment in Fording LP. The Trust uses the cash it receives from these investments to make quarterly distributions to its Unitholders.

The Trust had revenues of $1.88 billion in 2005, $1.17 billion in 2004, and $1.04 billion in 2003.  Elk Valley Coal accounted for 98% of the Trusts revenues in 2005 and NYCO accounted for the balance.

Elk Valley Coal

Overview

Elk Valley Coal is a general partnership that was formed under the laws of the Province of Alberta on February 26, 2003.  At the time of the 2003 Arrangement the partners of Elk Valley Coal were Fording Inc., Teck Cominco, QCP and TCBI, with Teck Cominco as managing partner. QCP and TCBI are affiliates of Teck Cominco. At its formation, Fording Inc. held a 65% interest in Elk Valley Coal and the remaining 35% interest was held by Teck Cominco and its affiliates. As part of the 2003 Arrangement, Elk Valley Coal acquired certain metallurgical coal mining operations and assets formerly owned by a predecessor of Fording Inc., Teck Cominco and its affiliates, and the Luscar/CONSOL Joint Ventures.

The EVC Partnership Agreement provided for Teck Cominco, as managing partner, to increase its interest in Elk Valley Coal to a maximum of 40% (inclusive of the interests of TCBI and QCP) to the extent that synergies achieved from the combination of the various metallurgical coal mining operations and assets acquired by Elk Valley Coal exceeded certain target levels. The synergy targets were exceeded, and Teck Comincos interest in Elk Valley Coal increased from 35% to 38% effective April 1, 2004 and increased to 39% effective April 1, 2005. Teck Comincos interest will increase to 40% effective April 1, 2006.



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On February 28, 2005, Teck Cominco and TCBI contributed their interests in Elk Valley Coal to the Teck Cominco Coal Partnership of which Teck Cominco and TCBI are the partners.  Following such contribution, Teck Cominco Coal Partnership became the managing partner of Elk Valley Coal. On August 24, 2005, Fording LP acquired Fording Inc.s interest in Elk Valley Coal.  As at December 31, 2005, the Partners of Elk Valley Coal were Fording LP, Teck Cominco Coal Partnership and QCP. See General Development of the Business  Three Year History  2005 Arrangement.

Effective August 1, 2005, Elk Valley Coal contributed the Elkview mine in southeastern British Columbia to Elkview LP for a direct and indirect 95% general partnership interest and subsidiaries of NSC and POSCO each acquired a 2.5% limited partnership interest by each contributing U.S.$25 million.

Summary of EVC Partnership Agreement

Elk Valley Coal is operated pursuant to the terms of the EVC Partnership Agreement, the material terms of which are summarized below.

Management of Elk Valley Coal

The managing partner, Teck GP, supervises management of Elk Valley Coal, and provides strategic direction.  However, certain significant matters regarding Elk Valley Coal must be approved by Partners holding not less than 95% of the outstanding Distribution Entitlements (a Special Resolution of the Partners), as further described below.

The managing partner can resign as managing partner on 60 days advance notice to the other Partners.  Further, the managing partner will be deemed to have resigned in certain circumstances (insolvency, reduction in its interest below 20%, or wilful default of the EVC Partnership Agreement). In such circumstances, Partners holding a Distribution Entitlement of more than 5% (other than the resigning managing partner if the managing partner was deemed to have resigned due to insolvency or wilful default of the EVC Partnership Agreement) must unanimously select a new managing partner. Pending the selection of a new managing partner, the Partner then holding the largest Distribution Entitlement can designate a temporary managing partner.

The day-to-day operations of Elk Valley Coal are undertaken by officers of Elk Valley Coal and other management personnel designated by the managing partner.

Annual Budget Approval Process

The annual operation of Elk Valley Coal, including budgeting and capital spending, must be set out in a capital and operating plan and budget for each calendar year (the Operating and Capital Plans).  The Operating and Capital Plans must be presented to the Partners by no later than November 15 of each year for the following calendar year and must be approved by a Special Resolution of the Partners.

The managing partner must use its best efforts to ensure that the business of Elk Valley Coal is conducted substantially in accordance with Operating and Capital Plans, except in certain extraordinary circumstances.  Any material amendment or variation to such plans must also be approved by a Special Resolution of the Partners.

Special Resolution of the Partners Matters

In addition to the approval of the Operating and Capital Plans or any material amendment thereto, a Special Resolution of the Partners is required in a variety of other circumstances such as any change in the distribution policy of Elk Valley Coal, any proposed merger, arrangement or reorganization of Elk Valley Coal, the admission of new Partners (other than wholly owned subsidiaries or affiliates of existing Partners) or the decision to institute bankruptcy or insolvency proceedings.



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Distribution Entitlements

Each Partner is entitled to share in the profits and losses of Elk Valley Coal and to participate in the distribution of assets on liquidation or dissolution of Elk Valley Coal in proportion to its Distribution Entitlement.  As at December 31, 2005, the Distribution Entitlements of the Partners were as follows:

PartnerDistribution 
    EntitlementFording LP61.000%Teck GP38.836%QCP0.164%Total100.000%




Teck GPs Distribution Entitlement will increase to 39.836% and Fording LPs will decrease to 60% as of April 1, 2006.  See General Development of the Business  Three-Year History  Achievement of Synergies.

Reporting

Elk Valley Coal reports monthly to the Partners with respect to the operational results and financial performance of Elk Valley Coal.  In addition, on a quarterly basis, the managing partner reports to the Board of Directors with respect to the operational results and financial performance of Elk Valley Coal and such other matters as the Board of Directors may reasonably request.

Elk Valley Coal is also required to provide to each Partner, within 55 days of the end of each calendar year, audited financial statements of Elk Valley Coal for the previous calendar year and such other financial information relating to such calendar year as the Partners may request.

Further, Elk Valley Coal is required to provide to each of the Partners such information as those Partners may require in order to satisfy their public company reporting obligations.  In this regard, Elk Valley Coal is required to provide to the Partners a report of any material change in the affairs of Elk Valley Coal, quarterly and annual financial statements prepared in accordance with GAAP, managements discussion and analysis for the relevant period covered by the aforementioned financial statements and such other documents as are customarily required in connection with the preparation and release of quarterly and annual financial information by public issuers in Canada and the United States.

Permitted Cash Calls

In the event that the managing partner reasonably determines that an additional cash contribution of the Partners is the best way to fund capital expansion projects or rectify a capital cost allowance shortfall, the managing partner will call for an additional cash contribution from the Partners (a Cash Call).  All contributions made by the Partners in response to a Cash Call shall be treated as additional contributions to the capital of Elk Valley Coal and the capital accounts of the Partners shall be adjusted accordingly.

Sale/Assignment of Partnership Interest

A Partner may sell, assign, transfer or dispose of its Elk Valley Coal interest to a subsidiary or affiliate (a permitted transferee). Pursuant to this provision, Teck Cominco and TCBI transferred their respective Elk Valley Coal interests to Teck GP as a permitted transferee. Any intended sale, assignment, transfer or disposition to other than a permitted transferee is subject to a right of first offer to the other Partners.  Notwithstanding the foregoing, the sale by Teck Cominco and certain affiliates of Teck Cominco of their Elk Valley Coal interest, other than to a permitted transferee, will be subject to the consent of the Independent Directors, such consent not to be unreasonably withheld.



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Credit Agreement

The Trust and Elk Valley Coal entered into a joint credit agreement, as amended, which provides the Trust and Elk Valley Coal with revolving credit facilities.  In connection with this agreement, Elk Valley Coal provided a guarantee of the obligations of the Trust.

Assets of Elk Valley Coal

Elk Valley Coal has interests in six operating mines.  It owns the Fording River, Coal Mountain, Line Creek, and Cardinal River mines.  It owns a direct and indirect 95% general partnership interest in Elkview LP, which owns the Elkview mine.  See General Development of the Business  Three-Year History  Elkview Mine Limited Partnership.It also has an 80% interest in a joint venture that operates the Greenhills mine.  The remaining 20% interest in the Greenhills joint venture is owned by POSCAN.  Five of the six mines are located in close proximity to each other in the Elk Valley region of southeast British Columbia.  The sixth mine, Cardinal River, which includes the Cheviot pit, is located in west central Alberta.  Elk Valley Coal operates its mines through its wholly owned subsidiary, Elk Valley Coal Corporation.  Elk Valley Coal also owns numerous other properties, including the coal preparation plant and coal resources at the former Quintette mine, other coal resources in northeast British Columbia and a 46% interest in Neptune which owns Neptune Terminals in North Vancouver, British Columbia.

All of Elk Valley Coals mines are open-pit mining operations and are designed to operate year-round, 24 hours per day, seven days per week.  However, the operating schedules can be varied depending on market conditions.  All of the mines are serviced by two-lane all weather roads.  Elk Valley Coals reserves, facilities and waste dumps are all proximate to its mine locations.

The following map shows the location of Elk Valley Coals six mines:

|                             
|-----------------------------
|Mine Locations               
|Ca[aif001.jpg]               
|Source: Elk Valley Coal data.







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Principal Products and Markets



Elk Valley Coals principal product is hard coking coal. Hard coking coal is a type of metallurgical coal that is used primarily for making coke in integrated steel mills. When making steel, two of the key raw ingredients are iron ore and coke. Coke is used to convert the iron ore into molten iron, which is further processed into steel. Coke is made by heating coking coal to about 2000°F (1100°C) in the absence of oxygen in a coke oven. The lack of oxygen prevents the coal from burning. The coking process drives off various liquids, gases and volatile matter. The remaining solid matter forms coke, a solid mass of nearly pure carbon. Approximately 1.5 tonnes of metallurgical coal are needed to produce one tonne of coke, and for every one tonne of coke, the blast furnace produces about 1.4 tonnes of molten iron. Only certain types of bituminous coal have the necessary characteristics required to make coke. These characteristics include caking properties (the ability to melt, swell and re-solidify when heated) and low impurity levels (e.g. moisture, ash, sulphur, etc.).

Metallurgical coal is a term used to describe coal products suitable for making steel in the integrated steel mill process. There are three main categories of metallurgical coal: hard coking coal that forms high-strength coke, semi-soft coking coal that produces coke of lesser quality, and PCI coal that is used primarily for its heat value and is not typically considered a coking coal. Semi-soft and PCI coals normally have lower sales values compared to hard coking coals. Integrated steel mills will optimize the use of semi-soft and PCI coals in order to reduce overall costs. However, there are limits to the ability of integrated steel mills to substitute semi-soft and PCI coals for hard coking coal. Higher use of PCI coals reduces overall coking coal requirements but the coking coal used has to be of higher quality. Hard coking coal improves coke oven production yields and during periods of high steel demand the use of semi-soft coking coals is generally reduced. The following schematic outlines how steel is produced in an integrated steel mill.

[aif003.gif]



The principal market for Elk Valley Coals hard coking coal is the seaborne hard coking coal market.  The seaborne hard coking coal market is defined by the global nature of international steel-making, the relative concentration of quality metallurgical coal deposits in Australia, Canada and the United States and the relative low cost of seaborne transportation.  Total worldwide production of higher quality seaborne hard coking coal was estimated to be approximately 130 million tonnes in 2005.  Australia is the largest source of seaborne hard coking coal while Canada is the second largest source, with Elk Valley Coal accounting for the majority of Canadian production in 2005.  Australia, Canada and the United States account for the majority of the worlds seaborne hard coking coal production.

Trade in the seaborne hard coking coal market is influenced by crude steel production that, in turn, is largely dependent on the overall state of regional and global economic conditions.  The global trade of steel products is very large and fluctuations in supply and demand in various regions throughout the world are common.  Although there are fluctuations in the total amount of steel produced worldwide, the amount of steel produced by the integrated steel mill process has been relatively stable.  In turn, the volume of hard coking coal used in this process has not experienced the same variability as total steel production.  Canadian hard coking coal is competitive in the seaborne market due to its high quality, its suitability for blending with coking coals from other countries and the desire of steel producers to diversify their supplier base in order to create competition and security of supply.  Elk Valley Coals principal markets are Asia and Europe.  See Description of the Business  Elk Valley Coal  The Last Three Years.

Principal Competition

Elk Valley Coal competes primarily with coal producers from Australia and the United States in the seaborne hard coking coal market.  The supply of coal in the global markets and the demand for coal among the worlds steel



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producers has historically provided for a competitive seaborne market.  Coal pricing is generally established in U.S. dollars and the competitive positioning among producers can be significantly affected by exchange rates.  In addition, a number of steel producers deal with multiple coal suppliers in order to promote security of supply and further competitiveness in this market, although this dynamic has been off-set somewhat by consolidation of producers.  The competitive position of Elk Valley Coal continues to be determined primarily by its production and transportation costs compared to those of other producers throughout the world.  Costs are influenced largely by the location and nature of coal deposits, mining and processing input costs, transportation costs, currency exchange rates, operating and management skill and government taxation and policy.

Cyclical Nature of Seaborne Hard Coking Coal Markets

The market for hard coking coal for the last two decades was characterized by a large number of producers, excess capacity and cyclical, but generally declining, prices. Between 1997 and 2000, the price of seaborne hard coking coal dropped by more than 30% due to over supply and a general economic downturn in a number of Asian countries.  Over time, slow but steady growth in the demand for seaborne hard coking coal absorbed much of the remaining production capacity and with few new mines coming into production and some closing, supply and demand began to tighten in 2003. Demand for hard coking coal began to strengthen in the last half of 2003 resulting in sales volumes of Elk Valley Coal for the fiscal year ended December 31, 2003 that were 24% higher than sales volumes for the same mines for the fiscal year ended December 31, 2002. Demand for seaborne hard coking coal was strong in 2004 with average prices increasing by 14%.

Elk Valley Coals hard coking coal prices increased sharply for the 2005 coal year, with average prices increasing by 102%. This was due in part to a surge in demand by the worldwide steel industry, during a period when existing world coal production capacity was constrained because of various operational issues, and little additional coal supply was available. New demand for seaborne metallurgical coal imports by steel mills in China was also a contributing factor. Tight market conditions caused some integrated steel mills to over-buy coal in 2005 in anticipation of a continuation of supply disruptions experienced during 2004.

In response to high prices, the supply of hard coking coal increased marginally in 2005 and, together with lower-than-expected imports by steel mills in China and no coal production or other supply disruptions of any consequence, eased the threat of a coal shortage in the near term. In addition, sharply higher prices for lower quality metallurgical coal served to significantly increase the supply of these products. These factors contributed to delays by customers in scheduling vessels for coal deliveries and resulted in lower-than-expected sales for Elk Valley Coal in the second half of 2005. This trend has continued into the first quarter of 2006.

Coal Markets

Average coal prices in the 2006 coal year declined approximately 10% from 2005 coal year prices.  Price differentials between hard coking coal and lower-quality metallurgical coals have widened significantly compared to historical levels, resulting in substitution by steel mills of lower-quality coals for hard coking coal.  These factors contributed to lower-than-expected sales for Elk Valley Coal in the second half of 2005 and into the first quarter of 2006.

Current market conditions, along with normal variations in sales and operations, lead to a great deal of variability in Elk Valley Coals sales volume estimates for the calendar year. Rising steel prices and demand, or coal production or shipment interruptions in the global supply chain, could result in increased sales.  However, a global oversupply of steel could result in a reduction of up to ten percent in coal shipments, which would reflect Elk Valley Coal's existing customer base taking lower than expected volumes in 2006 and deferring shipments into 2007.

Over time, it is expected that continued economic expansion in China and India may require these nations to import additional seaborne hard coking coal. Some of Chinas current needs are being met internally and by overland imports, from Mongolia for example, due to the high prices in the seaborne market. Indias large population and industrial growth, and lack of hard coking coal resources, may turn the country into a more significant importer of seaborne hard coking coal. On the supply side, while there were few and relatively minor disruptions of coal supply in 2005, production or shipment interruptions are a normal part of the business and should be anticipated. Higher hard coking coal prices may continue to attract new supply to the market. However, material quantities of new hard



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coking coal supply are not expected in the near term due to the lead time to develop mines, and infrastructure constraints in Australia.

These market conditions, taken together with normal variations in sales and operations, allow for a great deal of variability in Elk Valley Coals year over year sales volumes and such variations should be anticipated.

Mining and Processing

Elk Valley Coals operations employ conventional open-pit mining techniques using truck and shovel methods.  Overburden is drilled and blasted with explosives and loaded onto large trucks by shovels and loaders and hauled to waste dumps outside of the pit.  Once the overburden is removed, the coal is loaded onto trucks for transport to the coal preparation plant.  Coal preparation plants employ rotary breakers to break the coal to a predetermined size and remove rock.  The coal is then washed using a variety of techniques and conveyed to coal or gas fired dryers for drying.

Production and Quality Control

Coal seams are sampled and analyzed under the supervision of professional geologists and categorized by quality and coking potential.  This data is then used to determine stockpiling and blending strategies.  As a result, Elk Valley Coal has an available inventory of coal sources of varying qualities, which can be combined, as required, to form blended products.  In addition to sampling at source, coal is sampled at all stages of coal preparation, at the rail loadout and at the port, to control quality.  By blending coals of different qualities, Elk Valley Coal is able to create a consistent, high quality product.

Coal Transportation

Processed coal is conveyed to clean coal silos or other storage facilities for storage and loadout to rail cars.  The loadout facilities are set up to load and weigh unit trains (each train carrying up to 13,000 tonnes).  A spray system coats the coal in each rail car with a dust inhibitor to minimize the escape of coal dust during transportation.

Rail service to the five mines located in the Elk Valley is provided by CPR.  On April 5, 2005, Elk Valley Coal and CPR reached a five-year agreement for the transportation of metallurgical coal from Elk Valley Coals mines in southeastern British Columbia to Vancouver area ports for export.  The agreement covers the period from April 1, 2004, until March 31, 2009, with fixed rates for the first three years of the contract.  The 2004 coal year rate was approximately 20% higher than the 2003 rate, and the 2005 and 2006 rates are approximately 60% higher than the 2003 rate.

Rail service provided by CPR to eastern destinations from the mines located in the Elk Valley is governed by a separate agreement.  Rail service in respect of the Cardinal River mine is provided by CN.

Westshore Terminals Ltd. provides ship-loading services at Roberts Bank for approximately 75% of Elk Valley Coals metallurgical coal pursuant to long-term contracts.  Elk Valley Coal has given notice to Westshore Terminals Ltd. requesting a review of the loading rate for the Elkview operations contract effective April 1, 2005. Failing agreement between the two parties, the contract provides for an arbitrator to determine the rates. Under the terms of the contract, the loading rate is linked to the Canadian dollar price received for coal.  The contract between Westshore Terminals Ltd. and Elk Valley Coal providing for ship-loading services in respect of Elk Valley Coals Fording River and Greenhills operations provides for a review of the loading rate effective April 1, 2007.

The remaining 25% of Elk Valley Coals metallurgical coal is delivered to Neptune Terminals and to customers in North America.  Neptune Terminals, in which Elk Valley Coal has a 46% ownership interest, provides ship-loading services.  Coal products are also shipped from the sites to eastern North American customers either directly by rail or by rail and ship via Thunder Bay Terminals in Thunder Bay, Ontario.  A small amount of product is shipped by rail and by truck to customers in western North America.



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Changes to Coal Sales Contracts

Approximately 95% of Elk Valley Coals sales contracts are evergreen contracts or long-term supply agreements. Evergreen contracts allow for coal prices to be set annually, but customers are obligated to continue to purchase specified volumes of coal for one or two years after notice of termination is given by either party.  Long-term supply agreements provide for the purchase of specified volumes of coal each year, but allow coal prices to be negotiated annually. See Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2005 in the Trusts 2005 Annual Review.

Elk Valley Coal  The Last Three Years

Excess supply of seaborne hard coking coal resulted in average pricing for the 2003 coal year decreasing by approximately 3% from 2002.  Demand for hard coking coal strengthened in the last half of 2003 resulting in sales volumes for Elk Valley Coal for the fiscal year ended December 31, 2003, that were 24% higher than sales volumes for the same mines for the fiscal year ended December 31, 2002.  Demand for seaborne hard coking coal was strong in 2004 and for the first half of 2005.  Average realized price per tonne, including the impact of foreign currency hedges, increased in 2004 by approximately 14% over 2003 to $73 per tonne over 2003, while sales volumes increased by 11% to 25 million tonnes.  In 2005, average realized price per tonne, including the impact of foreign currency hedges, increased by 73% over 2004 to $126 per tonne over 2004, while sales volumes decreased slightly to 24.1 million tonnes.  See Description of the Business  Elk Valley Coal  Cyclical Nature of Seaborne Hard Coking Markets.

In response to improving seaborne hard coking markets in 2004, Elk Valley Coal announced that it was proceeding with the development of the Cheviot pit using the infrastructure of the Cardinal River operations.  The Partners approved $120 million of capital spending to develop the pit, build a haul road, upgrade the plant and acquire mining equipment.  The development work was completed in the fourth quarter of 2005, providing capacity at the Cardinal River operations to produce at a rate of 2.8 million tonnes per year.  In addition, in 2004 the Partners approved $30 million in capital expenditures to increase capacity at the Fording River operations by about one million tonnes to 10.5 million tonnes annually.  The expansion was completed in the fourth quarter of 2005.

The Trusts capital expenditures, including its proportionate share of Partnership Sustaining Capital Expenditures, were $121 million during 2005.

Capital Expenditures

The Trusts investing activities included capital expenditures of $121 million in 2005, an increase from the $73 million and $20 million spent in 2004 and 2003, respectively. The expenditures largely related to the capital requirements of Elk Valley Coal. Capital spending in 2005 was for additions to production capacity and reflects higher sustaining capital requirements. Expansion capital expenditures of $80 million related to the development of the Cheviot pit at the Cardinal River operations, and additions to production capacity at the Fording River and Elkview operations. The remaining $41 million of total capital expenditures related to sustaining capital. Capital additions in 2004 reflect the commencement of the Cheviot pit development and $27 million for sustaining capital.

Sustaining capital expenditures refers to expenditures in respect of capital asset additions, replacements or improvements required to maintain business operations, the determination of which requires the judgment of management. Investments in sustaining capital are required on an ongoing basis and may vary by a considerable amount in any given year depending on the requirements to replace truck and shovel fleets and other support equipment and infrastructure.

Capital expenditures not identified by management as sustaining in nature are classified as expansion capital. These expenditures are generally made in order to substantially increase the production capacity of existing operations and to develop or acquire new mineral bodies or new mines.



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Coal Sales by Geographical Area

The chart below sets forth coal sales information by geographical area for the last three years:



Coal Sales by Area (millions of tonnes)(1)2005(4)2004(3)2003(2)% of salesTonnes% of salesTonnes% of salesTonnesAsia45%10,80045%11,30046%10,500Europe34%8,20032%8,00031%6,900North America13%3,05015%3,85014%3,200South America8%2,0508%1,9009%2,000Total100%24,100100%25,050100%22,600


Notes:

(1)

Numbers are rounded.

(2)

2003 sales include sales by Old Fording prior to February 28, 2003 and sales by Elk Valley Coal thereafter.

(3)

2004 sales are by Elk Valley Coal, of which the Trusts share is 65% up to March 31, 2004 and 62% thereafter.

(4)

The Trusts share is 62% up to March 31, 2005 and 61% thereafter.

Elk Valley Coal  Mines and Neptune Terminals

The following table sets forth the area, current production capacity, actual production and known reserve life of Elk Valley Coals mines:

Nominal Production Capacity(2,5)Production(2)Known Reserve Life(3)(years)Date of Initial OperationMined or to be Mined(1)MinePlant200520042003PercentChange(4)Fording River4,15010.510.59.29.68.9(4.2%)251969Elkview (6)4,1006.07.06.05.95.41.7%351969Greenhills (6)(7)2,2005.25.55.04.94.12.0%201981Coal Mountain7502.73.52.42.52.0(4.0%)101975Line Creek1,1502.53.22.62.51.70%71981Cardinal River2,3502.83.01.50.41.0300%201969Total14,70029.7(6)32.7(6)26.725.823.13.5%


Notes:

(1)

Represents total hectares of coal lands where mining has or is scheduled to occur.  Numbers are rounded.

(2)

Million tonnes of saleable coal.

(3)

Years that reserves are projected to support mining are at 2005 production rates, except for Elkview which is based on an expected capacity of 7 million tonnes.

(4)

Percent change is for the production change from 2004 to 2005.

(5)

Production capacity is limited to 24  25 million tonnes due to tire availability in 2006.

(6)

Values are 100% of capacity, not Elk Valley Coals interest.



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(7)

POSCO takes 20% of Greenhills production pursuant to POSCANs joint venture interest.

Mining Costs

Mining and processing input costs such as fuel, steel, tires, labour, contractor charges and maintenance parts and supplies have a significant impact on the cost of producing coal. In 2005, increasing costs for operating supplies such as diesel fuel and steel negatively affected the cost of producing coal.  Cost of product sold and unit cost of product sold increased 10% and 16% respectively in 2005 compared to 2004 primarily due to high energy costs and higher mine strip ratios.

These factors, combined with the growth in global mining activities, are expected to result in a continuation of this high operating cost environment throughout 2006. In particular, the global increase in mining activity has created a demand for haulage truck tires that outpaces supply and the shortage of such tires is expected to restrict Elk Valley Coals production capacity in 2006 to approximately 24 to 25 million tonnes. Elk Valley Coal has been advised by its suppliers that tires will be allocated among their customers, based on the previous years purchases.  The Trust anticipates this tire shortage will continue into 2007.

As the operating variables of the mines change with ongoing development, the cost of product sold will vary.  Strip ratios are expected to remain relatively constant over the next several years. Haul distances will increase as overburden from new pit is placed on existing spoils or new spoils that are beyond the limits of future mining areas. Also, coal yields can vary as the characteristics of the coal seams change.

Elk Valley Coal operates in a competitive environment for attracting labour to fill new mining jobs and the jobs of retiring employees. It also takes time for these new employees to train and gain the experience necessary to achieve higher rates of productivity.

Fording River

The Fording River operations are located 29 kilometres northeast of Elkford, British Columbia.  The mine was constructed in 1969 as a three million tonne per year operation and has been operated continuously since that time.  The Fording River operations were contributed to Elk Valley Coal by Old Fording pursuant to the 2003 Arrangement.  Coal produced at the Fording River operations is primarily metallurgical coal, although a very small amount of thermal coal is also produced.  The majority of current production is derived from the Eagle Mountain pit.

Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 620 hectares of mined land has been reclaimed at Fording River to December 31, 2005, with 34 hectares being reclaimed during 2005.

The Fording River operations quality management system is in compliance with the ISO 9001 quality standard and its environmental management system is in compliance with the ISO 14001 environmental standard.

Elkview

The Elkview operations are located just outside Sparwood, British Columbia.  The mine was constructed in 1969 by Kaiser Resources Ltd. and has been operating on a nearly continuous basis for over 30 years.  The mine was operated by Kaiser Resources Ltd. until 1980 when it was sold to BC Coal Limited, a predecessor of Westar Mining Limited (Westar).  The Elkview operations was purchased by Teck Cominco from the trustee in the bankruptcy of Westar in 1992 and has operated continuously since 1993.  The operations were contributed to Elk Valley Coal by Teck Cominco pursuant to the 2003 Arrangement. Effective August 1, 2005, Elk Valley Coal contributed the Elkview operations to Elkview LP for a direct and indirect 95% general partnership interest and subsidiaries of NSC and POSCO each acquired a 2.5% limited partnership interest by each contributing U.S.$25 million. See General Development of the Business  Three-Year History  Elkview Mine Limited Partnership.

Coal produced at the Elkview operations is primarily metallurgical coal of which approximately 15% is considered to be lower grade hard coking coal.  The majority of current production is derived from seams in the area of Baldy and Natal Ridge pit.



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Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 994 hectares of mined land has been reclaimed at the Elkview operations to December 31, 2005, with 20 hectares being reclaimed during 2005.

The Elkview operations quality management system is in compliance with the ISO 9001 quality standard.

Greenhills

The Greenhills operations are located eight kilometres northeast of Elkford, British Columbia.  The mine was constructed in the early 1980s by BC Coal Limited, a predecessor of Westar.  Old FCL purchased Westars 80% interest in the Greenhills operations from the trustee in bankruptcy of Westar in December 1992.

Since 1993, the Greenhills operations have operated under a joint venture agreement (the Greenhills Joint Venture Agreement) among Old FCL, POSCAN and POSCO.  Pursuant to the agreement, Old FCL had an 80% interest in the joint venture while POSCAN had a 20% interest.  As part of the 2003 Arrangement, the 80% interest held by Old FCL was assigned to Elk Valley Coal.  The mine equipment and coal preparation plant are owned by Elk Valley Coal and POSCAN in proportion to their respective joint venture interests.  Elk Valley Coal and POSCAN bear all costs and expenses incurred in operating the Greenhills operations in proportion to their respective joint venture interests.  POSCAN, pursuant to a property rights grant, has a right to 20% of all of the coal mined at the Greenhills operations from certain defined lands until termination of the Greenhills Joint Venture Agreement on the earlier of the date the reserves on the defined lands have been depleted or March 31, 2015.

Coal mined at the Greenhills operations is primarily metallurgical coal, although a small amount of thermal coal is also produced.  Production is derived from the Cougar reserve which is divided into two distinct pit, Cougar North and Cougar South.  Cougar North currently produces the majority of the coal for the mine.

Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 449 hectares of mined land has been reclaimed at the Greenhills operations to December 31, 2005, with 18 hectares being reclaimed during 2005.

The Greenhills operations quality management system is in compliance with the ISO 9001 quality standard and its environmental management system is in compliance with the ISO 14001 environmental standard.

Coal Mountain

The Coal Mountain operations are located 30 kilometres southeast of Sparwood, British Columbia.  Old FCL purchased the Coal Mountain operations in 1994 from Corbin Creek Resources Ltd. and contributed it to Elk Valley Coal at the time of the 2003 Arrangement.  Corbin Creek Resources Ltd. acquired the mine in the early 1990s from Esso Resources Canada Ltd.  The Coal Mountain operations were contributed to Elk Valley Coal by Old Fording pursuant to the 2003 Arrangement.  The Coal Mountain operations produce both metallurgical and thermal coal.

Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 134 hectares of mined land has been reclaimed at the Coal Mountain operations to December 31, 2005, with no hectares being reclaimed in 2005.

The Coal Mountain operations quality management system is in compliance with the ISO 9001 quality standard and its environmental management system is in compliance with the ISO 14001 environmental standard.

Line Creek

The Line Creek operations are located 22 kilometres north of Sparwood, British Columbia.  The mine has operated continuously since its start up by Crowsnest Resources Limited in 1981.  It was acquired by the Luscar/CONSOL Joint Ventures in 1998 and operated until 2003 when it was acquired by Old Fording and contributed to Elk Valley Coal pursuant to the 2003 Arrangement.

The Line Creek operations produce both metallurgical and thermal coal.  After taking over the management of the Line Creek operations in 2003, Elk Valley Coal implemented changes to the mining plan to reduce production costs.



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These changes resulted in a reduction in the annual production from the mine to approximately two million tonnes and, as a consequence, the workforce was reduced by approximately 40% to 290 employees.  In response to improvements in the metallurgical coal markets in 2004, the mine plan was altered and production was increased to 2.5 million tonnes annually.

Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 413 hectares of mined land has been reclaimed at the Line Creek operations to December 31, 2005, with 57 hectares being reclaimed during 2005.

The Line Creek operations quality management system is in compliance with the ISO 9001 quality standard.

Cardinal River

The Cardinal River operations are located 42 kilometres south of Hinton, Alberta and are comprised of the Luscar and the Cheviot pit.  Mining of the Luscar pit commenced in 1969.  Prior to the 2003 Arrangement, it had been owned continuously since its start up by the Luscar/CONSOL Joint Ventures and their predecessors.  The Cardinal River operations and the Cheviot pit were acquired by Fording Inc. and contributed to Elk Valley Coal pursuant to the 2003 Arrangement.

In March 2004, the Partners approved the development of the Cheviot pit and $120 million in capital spending to build a haul road, develop the pit, refurbish the plant and acquire mining equipment in order to increase production capacity to 2.8 million tonnes on an annual basis.  Initial coal production began in the fourth quarter of 2004 and the full annualized production capacity was achieved in the fourth quarter of 2005.

Pursuant to the 2003 Arrangement, employee severance costs and reclamation obligations for mining activities at the Cardinal River operations prior to March 1, 2003, were the responsibility of the Luscar/CONSOL Joint Ventures.  In June of 2004, Fording Inc. and Elk Valley Coal entered into an agreement with the Luscar/CONSOL Joint Ventures to assume these obligations in exchange for a cash payment.

Also pursuant to the 2003 Arrangement, Luscar and CONSOL each retained a net revenue royalty of 2.5% based on any coal mined after the effective date of the 2003 Arrangement from the Cheviot pit and other former Luscar properties.

Reclamation is integrated into the ongoing mining activities and is conducted continually on waste dumps and other disturbed sites.  A total of 1,074 hectares of mined land has been reclaimed at the Cardinal River operations to December 31, 2005, with 20 hectares being reclaimed in 2005.

Production of Mines Under Prior Ownership

Prior to being contributed to Elk Valley Coal pursuant to the 2003 Arrangement, the Elkview mine was operated by Teck Cominco and the Line Creek and Cardinal River mines were operated by Luscar.

Production at the Elkview mine was 5.5, 5.5 and 4.0 millions of tonnes of coal for the years 2002, 2001 and 2000 respectively.  Production at the Line Creek mine was 3.0, 2.8 and 2.6 millions of tonnes of coal for the years 2002, 2001 and 2000 respectively.  Production at the Cardinal River mine was 2.1, 3.0, and 2.7 millions of tonnes of coal for the years 2002, 2001 and 2000 respectively.

Elk Valley Coal  Neptune Terminals

Elk Valley Coal holds a 46% interest in Neptune, the corporation that owns Neptune Terminals.  Neptune Terminals is a multi-product bulk handling port facility located at North Vancouver, British Columbia, which is owned by its users.  Neptune Terminals has a long-term lease with the Vancouver Port Authority which expires on December 31, 2026.  Shippers can access the Neptune Terminals facilities from the CN system and, through interconnection, with the CPR system.  By agreement among the shareholders of Neptune, rates charged for the handling of coal and other products are based on the actual costs allocated to the handling of each product.



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Neptunes shareholder agreement obligates Elk Valley Coal to Neptune for its respective interest in the outstanding bank indebtedness of Neptune.  At December 31, 2005, Elk Valley Coals proportionate interest in such indebtedness was approximately $18.1 million.  In addition, Elk Valley Coals share of Neptunes asset retirement obligations is $10.2 million.

NYCO

Overview

NYCO consists of NYCO Minerals, Inc. (NYCO Minerals) with operations at Willsboro, New York, Minera NYCO S.A. de C.V. (Minera) with operations near Hermosillo in the north-western state of Sonora, Mexico, and American Tripoli, Inc. (American Tripoli) with operations near Seneca, Missouri.  The Trust is assessing a range of strategic alternatives for NYCO to identify opportunities to maximize the value of this investment. This process is anticipated to be completed in 2006.

NYCO  The Last Three Years

The principal factor that has affected NYCO over the last three years is the oversupply of its principal product, wollastonite.  NYCO Minerals and Minera compete primarily with producers in India, China and Europe, as well as with producers of substitute industrial minerals.

Sales of lower-value wollastonite products continued to face intense competition in 2003, but sales of high-value wollastonite products for the automotive and industrial coatings industries increased as manufacturers continued to convert traditional metal components to plastic.

Due to a history of operating losses and uncertainty around future improvement, Old Fording updated its assessment of the recoverability of its investment in assets related to Minera for the 2002 fiscal year.  Projections of undiscounted future net cash flows generated by these assets were less than their carrying values and as a result, Old Fording wrote down these assets by $140 million in 2002 to their estimated fair market value.

Throughout the last three years, NYCO has worked to stabilize its position in key markets and improve marketing, sales and distribution networks by focusing on new and higher-value products.  Research and development focused on those products and applications for which the unique characteristics of wollastonite would add significant value as a replacement for competitive materials such as glass fibre, talc and mica.  The marketing initiatives also included the development and roll out of a new strategy to more effectively brand, position and raise awareness of NYCOs extensive range of wollastonite products.

Annual sales of wollastonite totalled 89,800 tonnes in 2005, an 8.3% increase from the previous year, while sales of tripoli decreased by 12.9% to 9,800 tonnes.  NYCO has seen a strengthening in results due to higher energy costs that drove up prices for competing products, a lower U.S. dollar that generated pricing advantages against the Euro and the impact of higher bulk shipping costs on wollastonite competitors from China and India.

In 2002, analyses of some of the wollastonite product produced and shipped from the Willsboro facility indicated the presence of small quantities of a substance suspected to be asbestiform tremolite at levels giving rise to certain labelling requirements in Canada and other jurisdictions, not including the United States.  Tremolite asbestos has been classified by the International Agency for Research on Cancer as a Group 1 agent. This category is used when there is sufficient evidence of carcinogenicity when humans are exposed to the substance in certain circumstances. It was previously suspected that tremolite asbestos was present in one of the ore bodies mined by NYCO in the United States. However, further testing of NYCOs wollastonite products since that time has indicated that such products did not contain tremolite asbestos.

Independent analyses of on-going airborne particle sampling at the Willsboro operation indicate that the air quality meets the applicable standards mandated by the U.S. Mine Safety and Health Administration and the U.S. Occupational Safety and Health Administration.



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NYCO  Mines and Processing Facilities

NYCO Minerals

NYCO Minerals and its predecessors have owned the Willsboro operation since purchasing it from Interpace Corporation in 1979.  NYCO Minerals processing plant is located in Willsboro, New York and the mine is located 22 kilometres west of the plant.  The processing facilities include dry processing equipment, a surface treatment plant, warehouse space, and truck and rail loadout facilities.  The mining operation consists of the active Lewis pit and the permitted Oak Hill deposit located about 1.6 kilometres from the Lewis pit.  The minesites are comprised of 289 hectares of wollastonite lands that are held through direct ownership or controlled through mineral leases.  Approximately 43 hectares of these lands are currently being mined or are scheduled for mining.

NYCO Minerals primary product is wollastonite.  It is extracted using shallow open-pit mining techniques and trucked to the Willsboro processing plant.  In 2005, NYCO Minerals produced 59,100 tonnes of wollastonite (52,000 tonnes in 2004 and 43,900 tonnes in 2003).  The current annual production capacity of the processing plant is 120,000 tonnes of wollastonite and the current annual production capacity of the mine is 300,000 tonnes of wollastonite ore.  The current mine plan contemplates the production of wollastonite from this property for in excess of 30 years at 2005 production rates.  NYCO Minerals products are marketed through a network of distributors, agents and direct sales personnel.

NYCO Minerals quality management system is in compliance with the ISO 9001 quality standard and the ISO 14001 environmental standard.

Minera

Minera was developed by a subsidiary of Old Fording and commenced operations in 1998.  Mineras processing facilities, truck loadout and mine are located approximately 50 kilometres northwest of Hermosillo, Sonora, Mexico.  The processing facilities include wet and dry processing plants, a surface treatment plant, warehouse space and truck loadout facilities.  In addition, a warehouse and a rail loadout facility are located in Hermosillo.  The minesite is comprised of 1,855 hectares of surface lands and mining concessions of which approximately 100 hectares are currently being mined or are scheduled for mining.

Mineras primary product is wollastonite.  Wollastonite ore is extracted using open-pit mining techniques for processing at the on-site processing facilities.  In 2005, the Minera operation produced 32,900 tonnes of wollastonite (28,100 tonnes in 2004 and 31,200 tonnes in 2003).  The current annual production capacity of the processing facilities is 150,000 tonnes of wollastonite and the current annual production capacity of the mine is 240,000 tonnes.  Reserves at Minera are sufficient to support annual production of 240,000 tonnes for in excess of 50 years.  Mineras products are marketed through a network of distributors, agents and direct sales personnel.  Minera contracts with an affiliate, NYCOMEX S.A. de C.V., for the supply of labour.

Mineras quality management system is in compliance with the ISO 9001 quality standard and the ISO 14001 environmental standard.

American Tripoli

American Tripoli is a wholly owned subsidiary of NYCO Minerals.  It was acquired by NYCO Minerals from Interpace Corporation in 1979.  American Tripolis primary product is tripoli.  It is extracted using open-pit mining techniques and trucked to American Tripolis processing facilities located in Seneca, Missouri.  The processing facilities include a processing plant and drying shed.  The minesite is located approximately 12 kilometres northwest of Seneca in Ottawa County, Oklahoma.  The minesite is comprised of 1,168 hectares of fee simple lands of which approximately 14 hectares are currently being mined or are scheduled for mining.

In 2005, American Tripoli produced approximately 9,800 tonnes of tripoli (11,200 tonnes in 2004 and 10,700 tonnes in 2003).  The current annual production capacity of the mine and processing facility is 22,500 tonnes and 31,500 tonnes, respectively.  The current mine plan for American Tripoli contemplates the production of tripoli from this property for at least the next 30 years at 2005 production rates.  American Tripoli directly markets a variety of abrasive products to the construction and manufacturing industries for use in buffing and polishing applications.



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RESERVES AND RESOURCES

Estimates of mineral reserves and mineral resources of Elk Valley Coal and NYCO as at December 31, 2005, have been prepared by Elk Valley Coals internal engineers and geologists in accordance with National Instrument 43-101 (NI 43-101), under the supervision of C.J. McKenny, Elk Valley Coals Manager, Energy Resource Planning.  Mr. McKenny is a qualified person for the purposes of NI 43-101.  Estimates are reviewed and updated periodically to reflect new data from mining experience, drilling results and analysis.

The Trust is subject to the provisions of NI 43-101 with respect to the manner in which it reports mineral reserves and mineral resources and it is also subject to United States securities laws.  Accordingly, in this section, mineral reserves and mineral resources have been presented in tabular form in accordance with NI 43-101 and a paragraph has been included after each mineral reserve table reconciling such information for the purposes of SEC Guide 7.

Terminology

Effective December 30, 2005, NI 43-101 requires all disclosure of mineral resources and mineral reserves, including that of coal, to use the definitions and applicable mineral reserve and mineral resource categories prescribed by the Canadian Institute of Mining, Metallurgy and Petroleum, in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended (the CIM Standards).  In respect of coal, the Companion Policy to NI 43-101 provides that a qualified person estimating mineral resources or mineral reserves for coal may follow the guidelines of Paper 88-21 of the Geological Survey of Canada: A Standardized Coal Resource/Reserve Reporting System for Canada, as amended (Paper 88-21) but that the equivalent mineral resource and mineral reserve categories set out in the CIM Standards should be used.  While the Trust has previously reported its coal reserves and resources applying the definitions set out in Paper 88-21, it is now reporting all of its mineral reserves and mineral resources using the categories set out in the CIM Standards.

The CIM Standards definitions of mineral reserve, proven mineral reserve, probable mineral reserve, mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are set out for reference in Part One of Appendix C.

Part Two of Appendix C contains the definitions ascribed by SEC Guide 7 to the terms Reserve, Proven Reserves and Probable Reserves, which are applicable to the reporting by the Trust of mineral reserves, including coal, when being reported on in accordance with SEC Guide 7.  Unlike NI 43-101, SEC Guide 7 does not recognize the reporting of mineral deposits which do not meet the SEC Article 7 definition of Reserve.

Assumptions

Feasibility studies assume technological and economic conditions prevailing at the time the study is prepared.  Coal mineral reserves are coal quantities that are anticipated to be economically mineable, based on at least a preliminary feasibility study, including adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate at the time of reporting, that economic extraction can be justified.  The price of metallurgical coal assumed in connection with the determination of coal mineral reserves is approximately $53 per tonne free on board (FOB) at Westshore Terminals Ltd. Roberts Bank export terminal.

While mineral reserves are defined to include diluting materials and allowances for losses that may occur when material is mined, coal mineral reserves are reported in millions of metric tonnes of clean coal.  Coal mineral resources are reported in millions of metric tonnes in the ground before recovery through mining and without the application of recovery factors.

Third Party Review of Reserve and Resource Modeling

In the first quarter of 2006, AMEC Americas Limited (AMEC) was contracted by Elk Valley Coal to conduct an independent review of the reserves and resources modeling methods and procedures.  AMECs work was supervised by C.J. McKenny, Elk Valley Coals Manager, Energy Resource Planning.  Mr. McKenny is a qualified person for the purposes of NI 43-101.  After completing this review, AMEC provided Elk Valley Coal with a final report which concluded that the geological computer models for Elk Valley Coals metallurgical coal mines should provide accurate reserve and resource numbers when used with the appropriate reporting software programs.  AMEC also



20



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reported that the collection, storage, transfer interpretation, and interpolation of the geological data is being handled using industry standard practicesexpected for these types of ore deposits.

Geological Setting and Mineralization

Elk Valley Area

Some of the oldest rock strata present are the Rundle Group limestones located on the west bank of the Fording River.  They are in faulted contact with the Kootenay Group to the west and in uncomfortable contact with the Rocky Mountain Formation quartzites to the north.  The Fernie Formation shales occur throughout the area, generally along the sides of the valleys on the lower flanks of the mountains.  The Morissey Formation is known locally as the basal sandstone of the Kootenay Group.  It is the prominent cliff-forming marker horizon in many locations.  On the top of the Fording River property, the top of Moose Mountain member, the Morissey Formation, is in sharp contrast to the lowermost bed of the Mist Mountain Formation.

The coal fields in the Elk Valley region of British Columbia have supported coal mining for decades.  Coal is contained within the sedimentary Mist Mountain Formation of the lower cretaceous Kootenay Group.  The Mist Mountain sediments were involved in the mountain building movements of the late cretaceous to early tertiary Laramide orogeny and are approximately 500 metres thick, with the depth of burial ranging from zero to 1,500 metres.  The major structural features are north-south trending synclines with near horizontal to steep westerly dipping thrust faults and a few high angle normal faults.  This has allowed for the Mist Mountain sequence to be repeated throughout the Elk Valley.

Over 13 coal seams are considered to be economic, consisting of medium to high volatile bituminous coal that is primarily of metallurgical quality, with minor amounts of thermal quality coal along the seam outcrops.  The coal seams are characterized by high alginate content and are referred to as needle coal.  They vary in thicknesses up to 15 metres and are generally overlain comfortably by strata of the Elk Formation.  This formation is commonly a succession of sandstones, shales, siltstones, mudstones, chert pebble conglomerates and the coal seams.

Cardinal River

The Cheviot pit is close to the western margin of the original sedimentary basin responsible for coal deposition.  This strata has been subjected to deformation from tectonic forces, creating either complex faulted or folded anticlinal and synclinal structures or repeated sequences from low angle thrust faults.  The coal bearing Luscar Group is of lower cretaceous age and is marked at the base by the Cadomin Conglomerate, a resistant unit easily identified in outcrops.  Overlying the Cadomin Conglomerate is the Gladstone Formation, dominated by shales and siltstones.  It is the equivalent to the coal bearing Gething Formation found in northeastern British Columbia.  Above the Gladstone Formation is the Moosebar Formation, composed of marine shales, siltstones, carbonates and shaley coal horizons.  The overlying Gates Formation is divided into three members; the Torrens (sandstones and torrens coal marker), Grande Cache (siltstone, shales, coal) and Mountain Park (sandstone).  Above the Gates Formation are the recessive marine shales of the Blackstone Formation.  The Luscar Group of sediments in the Cheviot pit is exposed within a broad synclinal basin in which dominant low angle thrust faulting effectively repeats geologic successions throughout the property.

NYCO

It is generally accepted there are two methods for the formation of commercial deposits of wollastonite.  Both involve heat and pressure that alter limestones.  In silica bearing limestones, silca and calcite react to form wollastonite.  Wollastonite can also form by the passage of highly siliceous hydrothermal solutions through limestone beds or zones.  Heated groundwater dissolves large amounts of silicate.  Hot silicate laden water migrates into surrounding limestone beds where the silica precipitates and carbon dioxide is carried out of the deposit.  Wollastonite precipitates and slowly forms characteristic wollastonite crystal structures in what was formerly limestone.



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Elk Valley Coal   Reserves and Resources

All coal mineral reserves and mineral resources in the following tables are mineable using conventional open-pit mining methods.

Coal Proven and Probable Mineral Reserves

The following table sets forth Elk Valley Coals bituminous coal proven and probable mineral reserves as at December 31, 2005:

COAL MINERAL RESERVES(1,2)As at December 31, 2005
(millions of tonnes)RankProvenProbableTotalOwnership (%)(3)Calorific Value kJ/kgSulphur %
(by wt.)Metallurgical CoalFording River127112239L
10032,6000.62%Greenhills8119100FS
10032,6000.62%Coal Mountain25126L
10029,9000.35%Elkview19848246FS
10032,2000.38%Line Creek1414L
10032,2000.46%Cardinal River352358FS/L
5/9532,7000.38%Total Metallurgical479203682Thermal CoalLine Creek33L
10026,5000.35%Total Thermal33


Notes:

(1)

Coal mineral reserves are reported in millions of metric tonnes of clean coal.  All of the coal mineral reserves reported in the table are bituminous coal.  Coal mineral reserve numbers are exclusive of coal mineral resources and are rounded.  Rounding may affect sub-totals.

(2)

See definitions in Appendix C.

(3)

Coal mineral reserves are reported exclusive of interests of third parties except at Greenhills where coal mineral reserves are reported inclusive of POSCANs interest.  For a description of POSCANs interest, see Description of the Business  Elk Valley Coal  Mines and Neptune Terminals  Greenhills.  Ownership of the coal mineral reserves is described as FS for fee simple or L for leasehold.  If the coal mineral reserves are not entirely fee simple or not entirely leasehold, the ratio of the percentage of fee simple holdings to the total holdings and the leasehold holdings to the total holdings is presented as FS%/L%.

Had these proven and probable mineral reserves noted in the preceding table been estimated in accordance with SEC Guide 7, they would have been the same as those estimated in accordance with NI 43-101 as presented in the above table.  In 2005, Elk Valley Coal had all necessary material and non-routine permits and licenses required to mine the mineral reserves attributed to the above noted mines.  For information as to how Elk Valley Coal holds its interest in the lands in which mineral reserves are situated, see Reserves and Resources  Exploration and Development Activities  Real Property.

Elk Valley Coal has sufficient surface rights for mining operations, as well as the availability of power, water, mining personnel, potential tailings storage areas and potential waste disposal areas.



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Coal Measured and Indicated Resources

The following table sets forth Elk Valley Coals bituminous coal mineral resources as at December 31, 2005:

COAL MINERAL RESOURCES(1,2)As at December 31, 2005
(millions of tonnes)RankMeasuredIndicatedTotalOwnership(3)Calorific Value kJ/kgSulphur %
(by wt.)Metallurgical CoalFording River462194655L30,2000.62%Greenhills5299304FS30,2000.62%Coal Mountain6641107L28,6000.35%Elkview1,3173091,626FS30,2000.38%Line Creek2911L30,2000.46%Cardinal River73341FS/L
5/9530,2000.38%Other(4)213274487L30,2000.60%Total Metallurgical2,1241,2783,402Thermal CoalLine Creek52429L25,0000.35%Total Thermal52429


Notes:

(1)

Coal mineral resources are reported in millions of metric tonnes in the ground before recovery through mining and without the application of recovery factors.  All of the coal mineral resources reported in the table are bituminous coal.  Coal mineral resource numbers are rounded.  Coal mineral reserves are not included in coal mineral resources.  Coal mineral resources do not have demonstrated economic viability.

(2)

See definitions in Appendix C.

(3)

Coal mineral resources are reported exclusive of interests of third parties except at Greenhills where coal mineral resources are reported inclusive of POSCANs interest.  For a description of POSCANs interest, see Description of the Business  Elk Valley Coal Mines and Neptune Terminals  Greenhills.  Ownership of the coal mineral resources is described as FS for fee simple holdings or L for leasehold holdings.  If the coal mineral resources are not entirely fee simple or not entirely leasehold, the ratio of the percentage of fee simple holdings to the total holdings and the leasehold holdings to the total holdings is presented as FS%/L%.

(4)

Other includes non-operating coal properties, such as Elco, Mt. Duke, Gregg River, Muskiki and Quintette.

Although the terms measured mineral resources and indicated mineral resources are recognized by NI 43-101, they are not recognized by the United States Securities and Exchange Commission.  Investors should not assume that all or any part of the mineral deposits identified as measured resources or indicated resources will ever be classified as coal mineral reserves or as Reserves as defined in SEC Guide 7.  SEC Guide 7 only permits the quantification of coal deposits in public reports that meet the definition of Reserves as set out in the guide.  However, NI 43-101 permits the quantification of coal mineral resources in disclosure documents and the Trust has elected to include such information in this document.  In previous disclosure documents filed in the United States, predecessor issuers to the Trust have referred to coal mineral resources as non-reserves.



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Coal Inferred Mineral Resources

The following table sets forth Elk Valley Coals bituminous coal inferred mineral resources as at December 31, 2005:

COAL INFERRED MINERAL RESOURCES(1,2)As at December 31, 2005  (millions of tonnes)RankInferred ResourcesMetallurgical CoalFording River2,721Greenhills649Coal Mountain24Elkview181Line Creek110Cardinal River4Other(3)473Total Metallurgical4,162Thermal CoalLine Creek10Total Thermal10


Notes:

(1)

Coal mineral resources are reported in millions of metric tonnes in the ground before recovery through mining and without the application of recovery factors.  Coal mineral resources are reported exclusive of interests of third parties except at Greenhills where coal mineral resources are reported inclusive of POSCANs interest.  For a description of POSCANs interest, see Description of the Business  Elk Valley Coal  Mines and Neptune Terminals  Greenhills.  Inferred coal mineral resource numbers are rounded.  Coal mineral resources do not have demonstrated economic viability.  All of the coal inferred mineral resources reported in the table are bituminous coal.

(2)

See definition in Appendix C.

(3)

Other includes non-operating coal properties, such as Elco, Mt Duke, Muskiki, Gregg River and Quintette.

Although the term inferred mineral resource is recognized by NI 43-101, it is not recognized by the United States Securities and Exchange Commission.

Inferred mineral resources have a great amount of uncertainty as to their existence and economic and legal feasibility.  Investors should not assume that all or any part of an inferred coal mineral resource exists or will ever be upgraded to a higher category or be economically or legally mineable.  SEC Guide 7 only permits the quantification of coal deposits in public reports that meet the definition of Reserves.  However, NI 43-101 permits the quantification of inferred coal mineral resources in disclosure documents and the Trust has elected to include such information in this document.  In previous documents filed in the United States, predecessor issuers to the Trust have referred to inferred coal mineral resources as non-reserves.



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Changes in Mineral Reserves and Mineral Resources

The following table sets forth the changes in Elk Valley Coals
coal mineral reserves and mineral resources during 2005.  The changes are categorized as production, additions or deletions to
coal mineral reserves and mineral resources as at December 31, 2005:

CHANGES IN MINERAL RESERVES AND MINERAL RESOURCES  COAL(1,2)(millions of tonnes)Mineral ReservesMineral ResourcesCoal TypeProvenProbableTotalMeasuredIndicatedTotalInferredMetallurgical CoalDecember 31, 20045002107102,1231,3043,4274,163Additions(3,4)   Production(4)   Deletions(3,4)20
(27)
(14)12

(18)32
(27)
(32)2

(1)

(26)2

(27)

December 31, 20054792036822,1241,2783,4024,162Thermal CoalDecember 31, 2004335242910Additions(4)   Production(4)   Deletions(4)




 








December 31, 2005335242910


Notes:

(1)

Coal mineral reserves are reported in millions of metric tonnes of clean coal.  Coal mineral reserves are reported exclusive of interests of third parties except at Greenhills where coal mineral reserves are reported inclusive of POSCANs interest.  For a description of POSCANs interest, see Description of the Business  Elk Valley Coal  Mines and Neptune Terminals  Greenhills.  Coal mineral reserve numbers are rounded and are exclusive of coal mineral resources.  Coal mineral resources are reported in millions of metric tonnes in the ground before recovery through mining and without the application of recovery factors.  Coal mineral resources are reported exclusive of interests of third parties except at Greenhills where coal mineral resources are reported inclusive of POSCANs interest.  Coal mineral resource numbers are rounded.  Coal mineral reserves are not included in coal mineral resources.  Coal mineral resources do not have demonstrated economic viability.  All of the coal mineral reserves and mineral resources reported in the table are bituminous coal.

(2)

See definitions in Appendix C.

(3)

Significant changes to coal mineral reserves include:

Fording River:

net loss of nine million tonnes metallurgical coal (design changes, geology changes)

Greenhills:

loss of 11 million tonnes metallurgical coal (seam yield adjustment and reconciliation), and a gain of 18 million
tonnes metallurgical coal (addition of new pit) for net a gain of seven million tonnes metallurgical coal

Elkview:

net gain of three million tonnes metallurgical coal (geology changes)

Significant changes to coal mineral resources include:

Fording River:

transfer of two million tonnes in situ to reserves

Greenhills:

transfer of 26 million tonnes in situ to reserves

Elkview:

transfer of one million tonnes in situ to reserves

(4)

Tonnage below 500,000 tonnes is shown as -.

Exploration and Development Activities

In 2005, Elk Valley Coal spent approximately $5 million on the exploration of areas outside of its active mining areas.  These activities were directed at refining mine plans to best exploit resources scheduled for future development.  In addition, a substantial amount of routine drilling was undertaken in pit as part of normal operations and was expensed as such.  Extensive exploration, including drilling activity, totalling 12,100 metres was conducted on the Quintette property in 2005, one of Elk Valley Coals undeveloped properties.

Drilling activity in 2005 totalled 57,800 metres for exploration, development and production planning purposes.  All drilling, logging and sampling activities were conducted under a combination of ISO quality standards, the material testing standards established by the American Society for Testing Materials and Elk Valley Coals internal standards.



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Of the total metres drilled, 28,500 metres represented drilling conducted at all minesites within current pit boundaries for short to medium range planning purposes.  The remaining 17,100 metres were drilled as part of programs conducted by the Line Creek and Fording River operations on coal lands adjacent to those operations.  The drilling provided additional information about the quantity and quality of coal resources that may be available to extend the life of the Line Creek and Fording River operations.  Further drilling programs are planned for 2006.

Real Property

The following chart lists the coal rights held by Elk Valley Coal as at December 31, 2005:

Mineral Holdings(1)(thousand hectares)Fee SimpleCrown Lease
and LicenseTotalCoal
British Columbia
Alberta39
168
39107
40All Mines and Minerals except
Petroleum & Natural Gas
British Columbia1010Total50107157


Note:

(1)

Numbers have been rounded.

In British Columbia, coal licenses are issued for one-year terms and have an initial cost of $7 per hectare, increasing by $5 per hectare every five years to a maximum of $30 per hectare.  Elk Valley Coal currently pays license fees ranging from $7 to $30 per hectare.  Coal leases are granted for periods of 30 years and have an annual cost of $10 per hectare.  In Alberta, Crown leases are granted by the provincial government and are generally issued for 15 years.  Annual lease rentals are approximately $3.50 per hectare.  In the past, renewals of these licences and leases have generally been granted although there can be no assurance that this will continue in the future.

Five of Elk Valley Coals six coal mines operate in British Columbia and are therefore subject to British Columbia mineral taxes.  British Columbia mineral tax is a two-tier tax with a minimum rate of 2% and a maximum rate of 13%.  A minimum tax of 2% applies to operating cash flows, as defined by the regulations.  A maximum tax rate of 13% applies to cash flows after taking available deductions for capital expenditures and other permitted deductions.  Alberta Crown royalties are assessed on a similar basis, at rates of 1% and 13%, and apply to Elk Valley Coals Cardinal River operations.

NYCO  Reserves and Resources

Proven and Probable Industrial Mineral Reserves

The following table sets forth NYCOs proven and probable mineral reserves of wollastonite and tripoli as at December 31, 2005:

INDUSTRIAL MINERAL RESERVES(1,2,3)As at December 31, 2005 (millions of tonnes)MineralsProvenProbableTotalGrade(4)WollastoniteNYCO Minerals61754.5%Minera198510454.8%Total Wollastonite2586111Total Tripoli2294-98%


Notes:

(1)

Wollastonite and tripoli mineral reserves are reported in millions of metric tonnes in the ground before recovery through mining and without application of recovery factors.  Mineral reserves are reported exclusive of interests of third parties.

(2)

See definitions in Appendix C.

(3)

Numbers have been rounded.



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(4)

All grades are reported as a percentage (by weight) of material.  For wollastonite, it is percentage of CaSi03 (wollastonite).  For tripoli, it is reported as a percentage SiO2 (silicon dioxide).

Had the industrial mineral reserves noted in the previous table been determined in accordance with SEC Guide 7, they would have been the same as those determined in accordance with NI 43-101.  In 2005, NYCO had all necessary permits which are required to mine the tonnes attributed to the above-noted reserves.

Industrial Measured and Indicated Mineral Resources

The following table sets forth NYCOs industrial mineral resources (consisting of measured resources and indicated resources) of wollastonite and tripoli as at December 31, 2005:

|                                                                                |          |           |       |         
|------------------------------------------------------------------------------- | -------- | --------- | ----- | --------
|INDUSTRIAL MINERAL RESOURCES(1,2,3)As at December 31, 2005
(millions of tonnes)
|Minerals                                                                        | Measured | Indicated | Total | Grade(4)
|Wollastonite                                                                    |          |           |       |         
|NYCO Minerals                                                                   | 0        | 2         | 2     | 54.5%   
|Minera                                                                          |         |          |      |        
|Total Wollastonite                                                              | 0        | 2         | 2     |        
|                                                                                |          |           |       |         
|Total Tripoli                                                                   |         |          |      |        

Notes:

(1)

Wollastonite and tripoli mineral resources are reported in millions of metric tonnes in the ground before recovery through mining and without application of recovery factors.  Mineral resources are reported exclusive of interests of third parties.  Mineral reserves are not included in mineral resources.  Mineral resources do not have demonstrated economic viability.

(2)

See definitions in Appendix C.

(3)

Numbers have been rounded.

(4)

All grades are reported as a percentage (by weight) of material.  For wollastonite, it is percentage of CaSi03 (wollastonite).  For tripoli, it is percentage SiO2 (silicon dioxide).

Although the terms measured mineral resources and indicated mineral resources are recognized by NI 43-101, they are not recognized by the United States Securities and Exchange Commission.  Investors should not assume that all or any part of the mineral deposits identified as measured or indicated will ever be classified as mineral reserves.  SEC Guide 7 only permits the quantification of mineral deposits in public reports that meet the definition of Reserves as set out in SEC Guide 7.  However, NI 43-101 permits the quantification of mineral resources in disclosure documents and the Trust has elected to include such information in this document.  In previous disclosure documents filed in the United States, predecessor issuers to the Trust have referred to mineral resources as non-reserves.

Changes in Mineral Reserves and Mineral Resources

The following tables set forth the changes in NYCOs industrial mineral Reserves and Resources during 2005.  The changes are categorized as production, additions or deletions to mineral reserves and mineral resources as at December 31, 2005:

|                                                                                   |                  |                   |       |          |           |         | 
|---------------------------------------------------------------------------------- | ---------------- | ----------------- | ----- | -------- | --------- | ------- | 
|CHANGES IN RESERVES AND RESOURCES  INDUSTRIAL MINERALS(1,2,3)(millions of tonnes)
|                                                                                   | Mineral Reserves | Mineral Resources
|Mineral Type                                                                       | Proven           | Probable          | Total | Measured | Indicated | Total  
|Wollastonite(U.S.A.)                                                               |                  |                   |       |          |           |        
|December 31, 2004                                                                  | 5                | 1                 | 6     | 1        | 2         | 3      
|Additions
   Production (2)   Deletions (2)                                        | 1

            | 

             | 1

 | 

(1)  | 

(1)   | 

(2)



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|                                     |       |       |       |       |       |       | 
|------------------------------------ | ----- | ----- | ----- | ----- | ----- | ----- | 
|December 31, 2005                    | 6     | 1     | 7     |      | (1)   | 1    
|Wollastonite(Mexico)                 |       |       |       |       |       |      
|December 31, 2004                    | 20    | 85    | 105   |      |      |     
|Additions
   Production
   Deletions | 

 | 

 | 

 | 

 | 

 | 


|December 31, 2005                    | 20    | 85    | 105   |      |      |     
|Tripoli                              |       |       |       |       |       |      
|December 31, 2004                    | 2     |      | 2     |      |      |     
|Additions
   Production
   Deletions | 

 | 

 | 

 | 

 | 

 | 


|December 31, 2005                    | 2     |      | 2     |      |      |     

Notes:

(1)

Wollastonite and tripoli mineral reserves are reported in millions of metric tonnes in the ground before mining without application of recovery factors.  Mineral reserves are reported exclusive of interests of third parties.  Mineral reserves are not included in mineral resources.  Mineral resources do not have demonstrated economic viability.  Mineral reserve and mineral resource numbers are rounded.

(2)

See definitions in Appendix C.

(3)

Production/Deletions below 500,000 tonnes is shown as -.

Exploration and Development Activities

In 2005, NYCO did not conduct any exploration activities outside of its active industrial minerals mining areas.

Real Property

The following chart lists significant mineral rights held by NYCO as at December 31, 2005:

|                                                |            |                         |      
|----------------------------------------------- | ---------- | ----------------------- | -----
|Mineral Holdings
(thousand hectares)            | Fee Simple | Crown Lease
and License | Total
|All Mines and Minerals
New York
Oklahoma
Mexico | 2
1
      | 

9                   | 2
1
9
|Total                                           | 3          | 9                       | 12   



Properties in the United States are fee simple lands or freehold leases under which royalties are paid to third parties.  Mineral rights in Mexico are granted by the government through the issuance of exploration and exploitation permits.  Exploration permits have annual fees of approximately $2 per hectare and are issued for six years.  At the end of six years, they must be converted into exploitation permits or they revert to the government.  Exploitation permits are issued for 50 years.  Annual fees for exploitation permits escalate based upon the number of years for which the exploitation permit has been granted and the amounts are adjusted annually by the Mexican government.  Fees for the Minera operations currently range from U.S.$4.50 - $16 per hectare at current exchange rates.  Minera does not have any exploration permits and operations are conducted entirely in reliance on exploitation permits.

RISK FACTORS

Risks Relating to the Trust

An investment in Units involves numerous risks and uncertainties. Set forth below is a summary of some of the material risks and uncertainties that could affect the Trust, its future results, the amount of cash available for



28



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distribution to Unitholders and the nature of the Trust itself as well as certain risks relating to the Arrangement. Unitholders and potential investors should carefully review and consider the risk factors set forth below as well as the other information contained in the documents forming the Trusts public disclosure record before making an investment decision.

Cash Distributions to Unitholders are Dependent on Fording LP

Cash available for distribution generally refers to the net cash received by the Trust that is available for payment to Unitholders on a quarterly basis. The Trust is primarily dependent upon Fording LPs 60% interest in the operations and assets of Elk Valley Coal to generate cash for distribution.

Although the Trust intends to distribute the net income earned from Fording LP and NYCO, there is no assurance regarding the amounts of cash to be generated by these entities, and therefore the amount of cash available for distribution. The actual amount distributed in respect of the Units will depend on a variety of factors such as coal and wollastonite prices, sales volumes, profitability, the level of sustaining capital expenditures, credit agreements, and other factors that may be beyond the control of Fording LP, NYCO or the Trust. In the event significant sustaining capital expenditures are required, coal prices and/or sales volumes decline, or the profitability of Elk Valley Coal declines, there would be a decrease in the amount of cash available for distribution and such decrease could be material.

The Trusts distribution policy is subject to change at the discretion of the Trustees of the Trust. The recourse of Unitholders who disagree with any change in policy is limited and could require such Unitholders to seek to replace the Trustees.

Credit Facilities

The existing credit facility contains covenants that require the Trust to meet certain financial tests and that restrict, among other things, the ability to incur additional debt, dispose of assets or pay distributions in certain circumstances. These restrictions may limit the Trust from making distributions to Unitholders.

Interest Rate and other Factors Affecting Yield

One of the factors that may influence the price of the Units in the public trading markets will be the expected annual yield on the Units as compared with the annual yield on other financial instruments. An increase in market interest rates may lead potential purchasers of Units to demand a higher annual yield, which could adversely affect the market price of the Units. Annual yield and therefore the price of Units in the public trading markets may also be affected by short-term supply and demand factors for income trust products generally.  A material increase in interest rates on financial instruments could be expected to result in an increase in the required yield on the Units, and such increase could result in a decrease in the trading price of Units and such decline could be material.

Income Tax

There is no assurance that Canadian federal income tax laws or the current treatment of mutual funds trusts will not be changed in a manner that affects Unitholders in a material adverse way. If the Trust ceases to qualify as a mutual fund trust under the Tax Act, it is possible that the Units would cease to be qualified investments for registered retirement savings plans, registered education savings plans, deferred profit sharing plans and registered retirement income funds.  Furthermore, as the Units would then constitute taxable Canadian property for the purpose of the Tax Act, Non-Resident Unitholders would then be subject to tax under the Tax Act (in the absence of relief under any applicable tax treaty or convention) on any capital gains realized on the disposition (or deemed disposition) of such Units.

It is possible that Canadian federal income tax laws applicable to income trusts may change and that any such changes could negatively affect, in a material way, the amount of cash available for distribution, the tax treatment of the Units and distributions made thereon, and the market value of the Units.

The Declaration of Trust provides that, in the event that the aggregate of the taxable income of the Trust, including taxable capital gains, if any, and the non-taxable portion of the capital gains, if any, exceeds distributions otherwise



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made payable in the year, the amount of such excess will become payable to the Unitholders on December 31 and will be paid to the Unitholders in the following year. This may result in income distributable to Unitholders exceeding cash available for distribution. In such case, the Declaration of Trust provides that additional Units must be distributed to Unitholders in lieu of cash distributions. A consolidation of Units would occur immediately after such a distribution. Unitholders will generally be required to include an amount equal to the fair market value of those Units in their Canadian federal taxable income, in circumstances where they do not directly receive a cash distribution.

Nature of Units

The Units should not be considered debt instruments as, among other things, distributions on the Units are not fixed nor can such distributions be enforced by Unitholders prior to being declared payable by the Trustees.  Further, no principal amount is owing to Unitholders in respect of the Units.

The Units are hybrids in that they share certain attributes common to both equity securities and debt instruments. The Units do not represent a direct investment in Fording LPs or NYCOs businesses and should not be viewed by investors as such. As holders of Units, Unitholders do not have all of the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring oppression or derivative actions. The Units represent a fractional interest in the Trust. The Units are not deposits within the meaning of the Canada Deposit Insurance Corporation Act and are not insured under the provisions of that act or any other legislation. Furthermore, the Trust is not a trust company and, accordingly, is not registered under any trust and loan company legislation as it does not carry on or intend to carry on the business of a trust company.

Preservation of Status as a Mutual Fund Trust

The Declaration of Trust contains provisions intended to preserve the Trusts status as a mutual fund trust for purposes of the Tax Act.  Certain of these provisions grant broad powers to the Trustees to monitor the Trusts status as a mutual fund trust and to take action to protect such status, if, in the discretion of the Trustees, such action is necessary. These actions include, but are not limited to, requiring beneficial holders of Units to provide declarations of residency, refusing to accept subscriptions for Units from Non-Residents or refusing to register trades made by Non-Residents.  Some of these steps may result in the delisting of the Units from one or more exchanges or actions otherwise restricting their liquidity. The market price of the Units could decline in the event that the Trustees elect to undertake one or more of these steps and any such decline could be material.

There is a risk that the provisions of the Tax Act will be amended in such a manner that a royalty reorganization will not provide an exemption from the Non-Resident ownership restriction and there can be no assurance that a royalty reorganization can in fact be implemented.

Redemption Right

Registered Unitholders are entitled to require the Trust to redeem their Units in accordance with the terms of the Declaration of Trust, which may be at a value less than market price. It is anticipated that the redemption right will not be the primary mechanism for Unitholders to liquidate their investment in the Units. Cash redemptions are subject to limitations set out in the Declaration of Trust. In certain circumstances, securities of the Trusts subsidiaries or the Trust may be distributed to Unitholders in connection with redemption as opposed to cash.  Such securities may not be qualified investments for registered retirement savings plans, registered education savings plans, deferred profit-sharing plans and registered retirement income funds, depending upon the circumstances at the time and will not be listed on any stock exchange and no established market is expected to develop for them.

Distribution of Securities on Redemption or Termination of the Trust

Upon redemption of Units or termination of the Trust, the Trustees may distribute other securities of the Trust or the Trusts subsidiaries directly to the Unitholders, subject to obtaining any required regulatory approvals. Other securities of the Trust or the Trusts subsidiaries distributed in this manner may not be qualified investments for registered retirement savings plans, registered education savings plans, deferred profit-sharing plans and registered retirement income funds, depending upon the circumstances at the time. Such securities will not be listed on any stock exchange and no established market is expected to develop for them.



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Limited Likelihood of Unitholder Liability

The Declaration of Trust states that no Unitholder will be subject to any liability in connection with the Trust or its assets or obligations and that in the event that a court determines that Unitholders are subject to any such liabilities, the liabilities will be enforceable only against, and will be satisfied only out of, the Unitholders fractional interest in the Trusts assets.

Further, effective July 1, 2004, the Income Trust Liability Act (Alberta) was enacted to create a statutory limitation on the liability of unitholders of Alberta income trusts.  The legislation provides that a Unitholder will not, as beneficiary, be liable for any act, default, obligation or liability of the Trust or any of its Trustees incurred after the legislation came into force.

However, the legislation has not been judicially considered and it is possible that reliance on the legislation by a Unitholder could be successfully challenged on jurisdictional or other grounds.  Thus there remains a risk which the Trustees consider very remote, that in limited circumstances, a Unitholder could be held personally liable, despite the Declaration of Trust, for obligations of the Trust to the extent that claims against the Trust are not satisfied out of the assets of the Trust.

Additional Units

The Declaration of Trust authorizes the Trustees to issue an unlimited number of Units for the consideration, and on terms and conditions, established by Trustees without the approval of any Unitholders. If the Trustees make a decision to issue additional Units, existing Unitholders may suffer significant dilution and cash available for distribution per Unit could decline.

Capital Investment

The timing and amount of capital expenditures incurred by Elk Valley Coal or by NYCO will directly affect the amount of cash available to the Trust for distribution to Unitholders. Distributions may be reduced, or even eliminated at times when significant capital expenditures are incurred or other unusual expenditures are made.

Unfunded Liabilities

Elk Valley Coal has a number of unfunded liabilities, including pension, other post-retirement benefit and asset retirement obligations. Funding of these obligations in the future may have a significant and negative impact on cash available for distribution.

Forward-Looking Information May Prove Inaccurate

Unitholders and prospective investors are cautioned not to place undue reliance on forward-looking information.  By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Additional information on the risks, assumptions and uncertainties are found on page 1 of this Annual Information Form under the heading Forward-Looking Information Advisory.

Risks Relating to Fording LP and its Interest in Elk Valley Coal

The Trusts financial performance is primarily dependent upon the operations and assets of Fording LP and, in particular, Fording LPs interest in Elk Valley Coal. Accordingly, Unitholders are exposed to all of the risks to which the Trust is exposed, and to the risks to which Fording LP and Elk Valley Coal are exposed. Risks to which Fording LP and Elk Valley Coal are exposed include, but are not limited to, the following:



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Restrictions on Potential Growth

The payout by Fording LP of all of its available cash to the Trust could mean that capital expenditures to expand operations or to exploit reserves and resources could only be made in the event that other sources of financing are available. Lack of access to such additional financing could limit the future growth of the business of Fording LP and, over time, have a material adverse effect on the amount of cash available for distribution.

Market Risks  Oversupply of Coking Coal

The prices for coking coal and hard coking coal in particular, have a significant impact on Elk Valley Coals profitability, and are dependent on the supply/demand balance for coking coal and, to a lesser degree, the economic conditions of the markets into which the coal is sold.  In the past, there have been periods of oversupply of coking coal in the market, which have resulted in price decreases.  An oversupply of coking coal in world markets or a general downturn in the economies of any of Elk Valley Coals significant markets could have a material adverse effect on the profitability of Fording LP and, accordingly, the amount of cash available for distribution.

Conflicts of Interest

The Trust and its Unitholders are dependent upon Teck Cominco, and its subsidiary, Teck GP as managing partner of Elk Valley Coal, to manage the business and affairs of Elk Valley Coal. There is a risk to the Trust, should any conflict arise between the Trust, Elk Valley Coal, Teck Cominco and Teck GP.  In the event that Teck Cominco or Teck GP do not fulfill their obligations under the terms of the EVC Partnership Agreement or fail to manage the business and affairs of Elk Valley Coal in a prudent manner, or should conflicts of interest arise, there could be adverse affects on the amount of cash available for distribution to Unitholders.

Operational Risks

Profitability and, therefore, funds available to the Trust for distribution to Unitholders, are affected by the cost of product sold and transportation and other costs, product quality and taxation.  Should any of these costs increase significantly in circumstances where these costs cannot otherwise be offset, the amount of cash available for distribution to Unitholders could decrease and such decrease could be material.

Shortage of Mining Equipment and Supplies

The recent growth in global mining activities has created a demand for mining equipment and related supplies that outpaces supply. For example, Elk Valley Coal has been advised by its suppliers that tires will be allocated based on the previous years purchases among their customers due to a global shortage of haulage truck tires. The Trust anticipates this tire shortage will continue into 2007.

As a result, future operations could be adversely affected if Elk Valley Coal encounters difficulties obtaining equipment, tires and other supplies on a timely basis. In the event that Elk Valley Coal was unable to secure required mining equipment on a timely basis, expansion activities, production, productivity and costs could be negatively affected, resulting in a material adverse effect on cash available for distribution.

Coal Transportation

The majority of coal that is produced by Elk Valley Coal is exported outside of North America, and Elk Valley Coals mines are located more than 1,100 kilometers from seaports.  Accordingly, operations are highly dependent on both rail and port services.  As a result, a significant portion of total transportation costs are attributable to rail and port costs, which includes demurrage charges for vessel waiting times.  A substantial portion of coal production from Elk Valley Coal is transported to port facilities by CPR, and to a lesser extent CN, and loaded on to vessels in Vancouver at either Westshore Terminals or Neptune Terminals.  Contractual disputes, rail and port capacity issues, prolonged labour stoppages, availability of vessels, weather problems or other factors that prevent CPR, CN, Westshore Terminals or Neptune Terminals from providing their services could seriously impact Elk Valley Coal and Fording LPs financial results, and therefore, cash available for distribution to Unitholders.



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The Steel Industry

Substantially all of the coking coal that Elk Valley Coal produces is sold to steel producers. The steel industrys demand for coking coal is affected by a number of factors including the cyclical nature of that industrys business, technological developments in the steel-making process and the availability of substitutes for steel such as aluminium, composites and plastics. A significant reduction in the demand for steel products would reduce the demand for coking coal, which would have a material adverse effect upon the Trust and the cash available for distribution to Unitholders. Similarly, if less expensive coals could be used in substitution for hard coking coal in the integrated steel mill process, the demand for hard coking coal would materially decrease, which would also materially and adversely affect the cash available for distribution to Unitholders.

Foreign Currency Exchange

Elk Valley Coals operating results and cash flows are affected by foreign currency exchange rates. Exchange rate movements can have a significant impact on results since the vast majority of Elk Valley Coals operating costs are incurred in Canadian dollars and most of its revenues are denominated in U.S. dollars. An increase in the value of the Canadian dollar relative to the U.S. dollar would reduce Elk Valley Coals realized Canadian dollar selling price thereby reducing the profitability of Fording LP and the cash available to the Trust for distribution to Unitholders, and such reduction could be material.

This risk is mitigated to some extent by a policy to hedge a portion of Fording LPs U.S. dollar exposure through the use of foreign exchange forward contracts. However, the ability of Fording LP to enter into foreign exchange forward contracts will depend on the total hedge position it wishes to take and the counterparties assessment of the credit risk of Fording LP and that of Elk Valley Coal. The effectiveness of such hedges will depend in part on the credit worthiness of the counterparties to foreign exchange forward contracts. The inability of Fording LP or Elk Valley Coal to put in place effective hedges could materially increase exposure to fluctuations in the value of the Canadian dollar relative to the U.S. dollar.

Derivative Instruments

From time to time, Elk Valley Coal and Fording LP may employ forward currency exchange contracts, interest rate swap agreements and other derivative instruments to hedge exposure to specific financial risks. While forward currency exchange contracts can provide protection from certain fluctuations in currencies and realized selling prices, they will correspondingly limit the ability of Elk Valley Coal and Fording LP to capitalize on favourable changes in the factors that have been hedged by these instruments. In a period of volatile economic conditions, these derivative instruments may reduce or increase profitability relative to what would have been realized in the absence of the derivative instruments and relative to competitors who have hedged their risk exposure to a different degree or are unhedged.

Dependence on Major Customers

The metallurgical coal industry is characterized by a relatively small number of customers worldwide, many of whom have long-standing relationships with Elk Valley Coal. For example, sales to a single customer accounted for approximately 10% of Elk Valley Coals revenue in 2005. A loss of, or a significant reduction in, purchases by any of its largest customers could have a material adverse effect on Elk Valley Coals and Fording LPs revenues and the amount of cash available for distribution to Unitholders.

Personnel

Five of Elk Valley Coals six mines are unionized. Rail carriers and port facilities on which Elk Valley Coal is dependent to deliver coal to its customers are also unionized. Strikes, lockouts or other work stoppages or slow-downs involving Elk Valley Coals unionized employees or those of its key service suppliers could have a material adverse effect upon Elk Valley Coals and Fording LPs revenues and the cash available for distribution to Unitholders.

In addition, success of the Trust will be dependent in large measure on the services of a number of key executives and employees of the Trust, Fording LP and Elk Valley Coal.  The availability of qualified management personnel,



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technically skilled individuals and trained operators is becoming more restricted given the competition for personnel in British Columbia and Alberta in the mining and oil sand industries. The loss of such key personnel and the inability to replace them with people of similar experience and capabilities could have a material adverse effect on the financial condition or results of operations of Elk Valley Coal and Fording LP, which, in turn, would reduce the amount of cash available to the Trust for distribution to Unitholders. Certain key executives have change of control agreements that, as a result of the 2003 Arrangement, can be exercised by the executives in their discretion.

Risks Inherent in the Mining Industry

Mining operations are subject to conditions that are beyond the control of management that can delay coal production or delivery, or increase the cost of mining. These conditions include natural disasters, unexpected equipment repairs or replacements, unusual geological formations, environmental hazards, industrial accidents, and inclement or hazardous weather conditions. Such conditions could result in damage to or the destruction of mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and legal liability. In this regard, Elk Valley Coal and NYCO maintain insurance against risks that are typical in the mining industry. In addition, Elk Valley Coal and NYCO have insured their physical assets on a replacement cost basis and purchased business interruption insurance and liability insurance at levels they believe to be reasonable. However, there is no guarantee that the insurance coverage will be adequate in all cases.

Insurance against certain risks, including liabilities for environmental damage, is not available at reasonable economic rates to Elk Valley Coal, NYCO or others in the mining industry.  Accordingly, in the event that Elk Valley Coal or NYCO incurred significant liability in connection with environmental damage, such liability may have to be satisfied with cash that would otherwise be available for distribution to Unitholders.

Reserves and Resources

Disclosed reserves and resources should not be interpreted as assurances of mine life or of the profitability of current or future operations. Actual production, recovery, revenues and expenditures for the reserve properties will vary from estimates and these variations could be material.

While the estimates of the reserves and resources of Elk Valley Coal and NYCO have been prepared in accordance with industry standards and applicable law based on information which management believes to be reliable, there are numerous uncertainties inherent in the estimation of mineral reserves and resources. For example, the estimation of reserves and resources involves a determination of economic recovery of minerals that are in the ground, which in turn requires that assumptions be made regarding their future price and the cost of recovery, as well as other factors that are beyond the control of Elk Valley Coal and NYCO. For these reasons, the actual mineral tonnage recovered from identified reserve areas or properties, and revenues and expenditures related to the exploitation of such reserves, may vary materially from estimates. The estimates of reserves and resources therefore may not accurately reflect actual reserves and resources of Elk Valley Coal and NYCO.

The Trusts profitability will depend substantially on Elk Valley Coals ability to mine coal deposits that have the geological characteristics that enable them to be mined at competitive costs. Replacement deposits may not be available when required or may not be capable of being mined at costs comparable to those of the depleting mines. Elk Valley Coal will seek to replace its economic mineral holdings through exploration and development of currently owned properties and the acquisition of properties from third parties. However, management may not be able to fully assess the geological characteristics of any properties that Elk Valley Coal acquires until after the acquisition, which may adversely affect the profitability and financial condition of Fording LP.

Elk Valley Coal and NYCO have extensive coal and wollastonite properties, respectively, that are undeveloped. Authorization from federal, provincial or state governments may be required before these properties can be brought into production. Access to such lands for mining purposes may be restricted by future legislation. Accordingly, there can be no assurance that Elk Valley Coal and NYCO will be able to obtain the necessary authorizations to develop resource properties in the future and this may negatively affect the ability of the Trust to make future distributions to Unitholders.



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Operations in and Sales to Foreign Countries

Elk Valley Coal operates in Canada and sells its products to customers located around the world. NYCO operates in the United States and Mexico and sells products to customers located around the world. Operations and sales to customers in foreign countries result in added risks and uncertainties due to the different economic, political and cultural environments of those countries. Some of these risks include the potential for nationalization of foreign enterprises, expropriation of assets without adequate compensation, social unrest, political uprisings, trade barriers, capital flow controls and material changes in taxation.

New Applications of Wollastonite

The wollastonite market is currently in an oversupply position and has been for several years. Management believes that the oversupply situation will only be resolved if demand for wollastonite substantially increases, which management believes will not occur until further applications for this mineral are developed and there is market acceptance of the use of wollastonite in those applications. A failure to develop new applications for the use of wollastonite or a failure of consumers to accept the use of wollastonite in those applications would have a material adverse effect on NYCOs growth.

Product Health Risks - NYCO

Tremolite asbestos has been classified by the International Agency for Research on Cancer as a Group One agent. This category is used when there is sufficient evidence of carcinogenicity when humans are exposed to the substance in certain circumstances. It was previously suspected that tremolite asbestos was present in one of the ore bodies mined by NYCO in the United States. However, testing of NYCOs wollastonite products indicated that such products did not contain tremolite asbestos. In the event that NYCOs wollastonite products were found to contain asbestiform tremolite, the demand for these products could materially decrease and NYCO could become exposed to liabilities, including workers compensation and product liability claims.

Tripoli produced by American Tripoli (which forms part of NYCO) is a type of crystalline silica that has been classified by the International Agency for Research on Cancer as a Group One agent. In the event that it was demonstrated that tripoli contributed to the development of cancer, the markets for this product would be very limited and American Tripoli could become exposed to workers compensation and product liability claims.

Risks Related to Government Regulations

Government authorities regulate the mining industry to a significant degree, in connection with, among other things, employee health and safety, air quality standards, water pollution, groundwater quality and availability, plant and wildlife protection, the reclamation and restoration of mining properties and the discharge of materials into the environment. Such regulation can have a significant effect on Elk Valley Coals and NYCOs costs of production and competitive position.

The Environment

The Kyoto Protocol is an international agreement that sets limits on greenhouse gas emissions from certain signatory countries. While the United States government has announced that it will not ratify the protocol, the Canadian Parliament has voted to ratify its participation in this agreement. The Kyoto Protocol came into force in Canada on February 16, 2005 after being ratified by enough signatory countries. The Kyoto agreement commits Canada to limit its net greenhouse gas emissions to 6% below the levels emitted in 1990. Canadas current level of greenhouse gas emissions significantly exceeds the agreed-upon limit.

The government of Canada has initiated the development of regulations for greenhouse gas emissions through a formal notice of intent to regulate greenhouse gas emissions by Large Final Emitters (LFEs) under parts five and 11 of the Canadian Environmental Protection Act (1999).  The timetable for development indicated with the notice was to have at least part of the regulatory package ready for the first part of 2006.  The operations of Elk Valley Coal are not currently classified as LFEs under this regulatory initiative, but this may change in the future.



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The primary source of greenhouse gas emissions in Canada is the use of hydrocarbon energy. The operations of Elk Valley Coal depend significantly on hydrocarbon energy sources to conduct daily operations, and there are currently no economic substitutes for these forms of energy. A significant proportion of Canadas industrial sector faces a similar situation. The federal and provincial governments have not finalized any formal regulatory programs to control greenhouse gases and it is not yet possible to reasonably estimate the nature, extent, timing and cost of any programs proposed or contemplated, or their potential effects on operations. Most of Elk Valley Coals products are sold outside of Canada, and sales are not expected to be significantly affected by Canadas Kyoto ratification decision. However, the broad adoption by Kyoto signatory countries and others of emission limitations or other regulatory efforts to control greenhouse gas emissions could negatively affect in a material adverse way the demand for coal, oil and natural gas, as well as increase production and transportation costs.

Permits and Permitting Process

Mining companies must obtain numerous permits that strictly regulate environmental and health and safety matters. Regulatory authorities exercise considerable discretion in whether or not to issue permits and the timing of permit issuances. Also, private individuals and the public at large possess rights to comment on and otherwise engage in the permitting process, including through intervention in the courts. Accordingly, new permits required by Elk Valley Coal and NYCO to fully develop properties may not be issued, or if issued, may not be issued in a timely fashion, or may contain requirements which restrict the ability of Elk Valley Coal and NYCO to conduct mining operations or to do so profitably.

Accuracy of Liability Accruals

Elk Valley Coal and NYCO are subject to future liabilities and obligations in connection with matters such as pension plan and other post-retirement benefits, asset retirement obligations, reclamation obligations and other environmental liabilities.  Each of Elk Valley Coal and NYCO has established accruals to reflect these obligations.  However, the determination of the amounts that should be accrued is complex and may not fully reflect the magnitude of the liability. For example, the funding requirements of Elk Valley Coals and NYCOs defined benefit pension plans and other post retirement benefits are subject to actuarial calculations that are complex and utilize a number of economic and demographic assumptions that are continually updated and may prove to be incorrect.  In addition, Elk Valley Coal and NYCO have obligations arising under federal and provincial environmental legislation in relation to future mine closures and land reclamation.  These obligations are estimated based on permit requirements and various assumptions concerning costs and disturbed lands. These obligations are currently unfunded.

While each of Elk Valley Coal and NYCO believe that they have properly accrued, in accordance with GAAP in Canada, for the costs likely to be incurred in respect of  these  matters, there is no assurance that assumptions are correct or total liabilities and expenses for these matters will not increase in the future. As a result, there is no assurance that additional liabilities or expenses related to these matters will not be incurred in the future and such additional liabilities could have a material adverse effect upon the cash available to the Trust for distribution to Unitholders.

Assertion of Aboriginal Rights Claims

Section 35(1) of Canadas 1982 Constitution Act states:  The existing aboriginal and treaty rights of the aboriginal peoples of Canada are hereby recognized and confirmed.The Canadian courts have recognized that aboriginal peoples continue to have certain rights at law in respect of land used or occupied by their ancestors, and that these rights may vary from limited rights of use for traditional purposes to a right of aboriginal title. The courts continue to refine and define these rights over time, and in so doing the nature of the rights on the land base continue to change and evolve. In circumstances where no treaties exist, the courts have encouraged the federal and provincial governments and aboriginal peoples to resolve rights and title assertions through negotiation of treaties. In both treatied and non-treatied areas, the Crown owes a duty to consult and potentially accommodate for loss of traditional use rights where an activity on the land base is found to unjustifiably infringe on such a right.

In British Columbia, where five of the six mines owned by Elk Valley Coal are located, few treaties exist with aboriginal peoples. In the mid 1990s, the provincial and federal governments established the British Columbia Treaty Commission to facilitate negotiations to resolve outstanding aboriginal rights and title claims. Under this



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process, each aboriginal people files a statement of intent to negotiate, identifying the territory they claim as their traditional territory. Nearly all of the land in British Columbia has been identified as being part of a traditional territory for one or more groups of aboriginal peoples. It is not possible to predict with certainty the impact that future treaties or the absence of treaties may have on resource development in British Columbia. However, it is possible that any such future treaties, or the assertion of aboriginal rights and title outside the treaty process, may limit the ability of Elk Valley Coal to develop new projects or further develop existing properties.

In Alberta, where one of Elk Valley Coals mines is located, the Province has treaty agreements with aboriginal peoples. In 2005 the Province of Alberta published The Government of Albertas First Nations Consultation Policy on Land Management and Resource Development.   It is not possible to predict with certainty the impact, which this new policy will have on the processes that are required for Elk Valley Coal to develop new projects or further develop existing properties in Alberta.



OTHER INFORMATION REGARDING THE TRUST

Environment, Health & Safety

Environmental Protection

In 2005, to the knowledge of the Trust, neither Elk Valley Coal nor any subsidiary of the Trust incurred any material remediation expenses or any material fines relating to non-compliance with applicable environmental laws.  Further, to the knowledge of the Trust, neither Elk Valley Coal nor any subsidiary of the Trust is presently a party to any governmental or regulatory investigations or proceedings where it is alleged that it is in material violation of any environmental laws.  In the past, a small number of minor accidental discharges, releases, leaks and other environmental incidents have occurred in the course of operations.  Such occurrences have been reported to the relevant government agencies and remediated as required, but such occurrences have not had a material adverse effect upon the Trust and Elk Valley Coal.

Elk Valley Coal has constituted an internal Environmental, Health, Safety and Risk Management Committee (EHSRMC) to effectively oversee its environmental programs.  The EHSRMC is comprised of senior members of management of both Teck Cominco and Elk Valley Coal and meets at least quarterly to review environmental reports and audits from the minesites and to implement new programs and procedures as required.  In addition, the Board of Directors has constituted an Environmental, Health and Safety Committee to provide oversight of the environmental, health and safety performance of the operations of Fording ULC and monitor the environmental, health and safety performance of Elk Valley Coal.

Reclamation Activities and Asset Retirement Obligations

Elk Valley Coal has significant long-term liabilities relating to mine reclamation and end-of-mine closure costs, known as asset retirement obligations and similar obligations in respect of Neptune Terminals.  In addition, the Trust has asset retirement obligations in respect of NYCO.For details regarding the hectares of reclaimed lands for each minesite, see Description of the Business  Elk Valley Coal  Mines and Neptune Terminals.

The Trust recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be determined.  The fair value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset when incurred and amortized to earnings over the assets estimated useful life.  Increases in the asset retirement obligations resulting from the passage of time are recorded as accretion expenses.  Actual expenditures incurred are charged against the accumulated obligation.  The asset retirement obligation is reviewed by management annually and revised for changes in future estimated costs and regulatory requirements.  These obligations are funded from cash from general resources at the time reclamation work is completed.

Asset retirement obligations are based on the fair value of known or estimated costs to reclaim all disturbed sites to meet existing regulatory standards. The obligations include allowances for the reclamation of all pit, spoils, tailings ponds and mine infrastructure and are based on the existing cost structure for these activities at each of the



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operations.  Reclamation is normally carried out continuously over the life of each mining operation and is largely controlled by the rate that mining progresses over specific areas and when those areas become available for reclamation.  Reclamation plans and scheduling are predicated on completing a large proportion of the outstanding reclamation prior to depleting the reserves contained in the long-range mine plan.

The following table presents the reconciliation of asset retirement obligations:

|                             |                   |  |      |  |     
|---------------------------- | ----------------- |  | ---- |  | ----
|Millions of Canadian dollars | As at December 31
|                             | 2005              |  | 2004 |  | 2003
|Balance  beginning of year  | $69               |  | $58  |  | $55 
|Liabilities incurred         | $2                |  | $12  |  | $1  
|Liabilities settled          | $(3)              |  | $(1) |  | $(1)
|Accretion expense            | $4                |  | $4   |  | $3  
|Other                        | $1                |  | $(5) |  | $0  
|Balance  end of year        | $71               |  | $69  |  | $58 



Asset retirement obligations and costs are periodically reviewed by management and are revised for changes in future estimated costs and regulatory requirements. The total undiscounted amount of the estimated obligation is $136.7 million (2004 - $135.1 million), which using a credit adjusted risk-free rate of 6.8%, results in a discounted obligation of $71 million at December 31, 2005.

Due to the uncertainties associated with completing environmental remediation to required regulatory standards, the ultimate cost of future reclamation activities could differ materially from the estimated amounts provided.  The estimate of the total liability is subject to change based on amendments to laws and regulations and as new information concerning the operations of Elk Valley Coal and the Trusts subsidiaries becomes available.  Future changes, if any, to the estimated total liability may be material and would be recognized on a prospective basis as a change in an accounting estimate, when applicable.  Environmental laws and regulations are continually evolving in all jurisdictions in which operations are conducted.  The Trust is not able to determine the impact, if any, of environmental laws and regulations that may be enacted in the future on its financial position due to the uncertainty surrounding the ultimate form that such future laws and regulations may take.

Various regulatory agencies require security to be posted for reclamation obligations based on the forecasted costs to reclaim mined sites.  These security requirements are satisfied by posting letters of credit issued by Canadian chartered banks.

Health & Safety

The Trust and Elk Valley Coal are committed to working with all employees to maintain a safe and productive work environment.  All the operations of Elk Valley Coal and the Trusts subsidiaries have comprehensive safety and loss control programs that incorporate the prevention of accidents, injuries and illnesses into normal work activities.  Effective use of personal protective equipment and employee training on safe work practices and procedures are also part of these programs.

To effectively oversee the health and safety programs of Elk Valley Coal, the EHSRMC reviews health and safety reports from the minesites to determine and implement new policies and procedures as required.

Community Relations

The Trust and Elk Valley Coal contribute to the long term future and success of the communities in which their employees work and live by participating in initiatives which enhance the quality of life and the delivery of services in those communities, encourage employee volunteerism and foster good relationships with stakeholders.  Examples of these initiatives are as follows:

Sponsorship of Olympic Skier Emily Brydon

The Trust is proud to be one of Emily Brydons sponsors.  Emily Brydon is an Olympian from Fernie, British Columbia, one of the communities in which Elk Valley Coal operates.  She recorded Canadas best womans combined and slalom results at the 2003 World Championships and is a winner of a World Cup bronze medal.



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Emily has earned a 10th place world ranking in downhill, while holding first place in downhill, Super G, slalom and combined in Canada.  Emily competed in three events in the Torino 2006 Olympic Winter Games.

Elk Valley Coal Discovery Centre

Elk Valley Coal donated $1 million to assist the Coal Discovery Society in the creation of an interpretive learning centre and heritage network that will illustrate and showcase coal mining and its importance to the Elk Valley region of British Columbia.  As well as preserving the history of the coal mining industry of the Elk Valley, the centre will interpret modern coal mining and deliver economic and community benefits to the Elk Valley.

STARS Foundation

Elk Valley Coal donated $250,000 over a five-year period to the Shock Trauma Air Rescue Society (STARS), as part of their Vision Critical campaign.  The goal of the campaign is to enhance the fleet of helicopters, so STARS can fulfill its mission of providing a safe, rapid and highly specialized emergency medical transport system for the critically ill and injured.

Public Libraries

Elk Valley Coal has contributed to the Hinton Public Library and the Fernie Public Library.  The contribution to the Hinton Public Library will help fund the Hinton Leisure and Learning Centre, which will be a library program room and video conferencing suite.

Hospital Foundations

Elk Valley Coal donates funds to hospital foundations in the Crowsnest Pass and in the Elk Valley.  The employees of Elk Valley Coal run a Caring for Kids campaign for the Alberta Childrens Hospital and support the Mining Association of British Columbias Mining for Miracles campaign for the British Columbia Childrens Hospital.

Community Initiatives

Elk Valley Coal supports a variety of community initiatives, which include: summer mine tours at the Fording River, Greenhills and Elkview operations that are run in conjunction with the local Chamber of Commerce; community councils; schools and colleges; youth sports; mine education programs during Mining Week; mine rescue competitions; and other community events.

Human Resources

Employment Arrangements

The Trust, Fording ULC, and Fording LP do not employ any employees directly.  Pursuant to agreements made at the time of the 2003 Arrangement (and amended to reflect the 2005 Arrangement) Elk Valley Coal is required to make available members of its executive personnel to serve as officers (other than as the Chief Executive Officer) of the Trust and Fording ULC.  The employment costs of these executives are paid by Elk Valley Coal.  However, if any of the executives spend a significant amount of his or her time in a year on the business of the Trust and/or Fording ULC, the employment costs for that executive will be allocated between the Trust, Fording ULC, and Elk Valley Coal based on the time spent on the business and affairs of the Trust and Fording ULC during the year.  In addition, one agreement allows employees who provide services to NYCO (other than employees employed by NYCO Minerals, Minera, American Tripoli and other subsidiaries of the Trust) to be employees of Elk Valley Coal and be made available to Fording ULC on a full time basis to provide services to NYCO on a cost recovery basis.

The compensation of employees of Elk Valley Coal, including the executives that also serve as officers of the Trust and Fording ULC, is determined by the managing partner, and is reviewed by the Governance Committee of Fording ULC as part of the annual budget approval process by the Partners of Elk Valley Coal.

In connection with the 2003 Arrangement, Elk Valley Coal also acquired from Teck Cominco all of the issued and outstanding shares of the Elkview Coal Corporation which employed the Elkview mine employees.  As of January 1,



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2004, Elkview Coal Corporation was amalgamated with Elk Valley Coal Corporation, with the successor corporation being referred to as Elk Valley Coal Corporation.

All of Elk Valley Coals mines are unionized except for the Greenhills operations.  The expiry dates for the current collective agreements at the unionized mines are as follows:

|               |                                     |                                                             
|-------------- | ----------------------------------- | ------------------------------------------------------------
|Operation      | Expiry Date of Collective Agreement | Productive Capacity
As at December 31, 2005
(million tonnes)
|Coal Mountain  | December 31, 2009                   | 2.7                                                         
|Line Creek     | May 31, 2009                        | 2.5                                                         
|Elkview(2)     | October 31, 2005(1)                 | 6.0                                                         
|Fording River  | April 30, 2006                      | 10.5                                                        
|Cardinal River | June 30, 2007                       | 2.8                                                         
|Greenhills (2) | Non-union                           | 5.2                                                         

Notes:

(1)

Negotiations currently taking place.

(2)

Numbers at 100% of capacity  not Elk Valley Coals interest.

As at December 31, 2005, Elk Valley Coal employed 2,485 persons, all of whom reside in Canada.  In addition, NYCO employed approximately 97 persons at operations in the United States and 60 persons at operations in Mexico.  The Willsboro and American Tripoli mines are unionized and the current collective agreements expire June 4, 2006 and June 30, 2008, respectively.  The Minera mine is not unionized.

Specialized Skills and Knowledge

Elk Valley Coal requires its mine personnel to have extensive knowledge in the areas of mine development and mineral processing.  Mine development includes all functions necessary to economically develop the mine, extract the coal from the earth and deliver it to the coal preparation plant.  Mineral processing includes all functions that result in cleaning and preparing the coal for delivery after extracting it from the mine.

The Trust believes that the senior management of Elk Valley Coal possess the necessary skills and experience to efficiently perform these functions.  Through their leadership, practical training is provided to employees to supplement their formal technical training.  In order to attract individuals who possess the necessary technical training, Elk Valley Coal actively participates in college and university work programs and recruitment initiatives.

Compensation Covenant

A covenant entered into at the time of the 2003 Arrangement requires that former employees of Old Fording employed by Elk Valley Coal, be provided with compensation arrangements until the third anniversary of the effective date of the 2003 Arrangement that are, in the opinion of the Directors, who were directors of Old Fording at the time of the 2003 Arrangement, no less favourable in the aggregate, than the compensation policies and arrangements that were in place prior to the 2003 Arrangement. This covenant expired on February 28, 2006.

Change of  Control Agreements

Old Fording entered into change of control agreements (Change of Control Agreements) with certain executives in connection with becoming a public company in 2001.  Seven of the Change of Control Agreements were assumed by Elk Valley Coal under the 2003 Arrangement.  The 2003 Arrangement constituted a change in control for the purposes of the Change of Control Agreements with the result that if an executive who is a party to a Change of Control agreement resigns or is terminated without cause or otherwise qualifies under the terms of the Change of Control Agreement prior to the termination date, such executive will be entitled to the severance benefits provided for by the Change of Control Agreement. The severance benefits generally provide for two years salary, benefits and



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bonuses except that the former President and Chief Executive Officer of Old Fording was entitled to three years salary, benefits and bonuses.

As of December 31, 2005, three executives of Elk Valley Coal are parties to these agreements.  One of these agreements terminates February 28, 2007 and two terminate February 28, 2009.

No provision has been accrued for the contingent liability related to the agreements that were outstanding on December 31, 2005. A liability is charged to earnings in the period in which the resignation, retirement or termination occurs. The contingent liability, which is dependent on the achievement of certain future financial results, ranges between $5.8 million to $9.2 million.

ANNUAL AND QUARTERLY FINANCIAL INFORMATION

Annual and quarterly financial information included in the Management Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2005 that forms part of the Trusts 2005 Annual Review, is incorporated by reference into this Annual Information Form.

CAPITAL STRUCTURE

Beneficial interests in the Trust are divided into a single class of Units.  The aggregate number of Units that the Trust may issue is unlimited.  There were 146,990,073 Units outstanding at December 31, 2005 and 146,990,973 Units outstanding at February 28, 2006.  The Units trade on both the TSX (FDG.UN) and the NYSE (FDG).

Description of Units

Each Unit represents an equal fractional undivided beneficial interest in any distributions from the Trust and in any net assets of the Trust in the event of termination or winding-up of the Trust.  All Units are of the same class with equal rights and privileges.  Each Unit is transferable, entitles the holder thereof to participate equally in distributions, including the distributions of net income and net realized capital gains of the Trust and distributions on liquidation, is fully paid and entitles the holder thereof to one vote at each meeting of Unitholders.  Units are currently represented by certificates but the Trustees have authority to move to a book-based system if such a transition is feasible.

The Units do not represent a traditional investment and should not be viewed by investors as shares in the Trust or any of its subsidiaries or investments.  As holders of Units in the Trust, the Unitholders will not have the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring oppression or derivative actions.

The Units are not deposits within the meaning of the Canada Deposit Insurance Corporation Act and are not insured under the provisions of that act or any other legislation.  The Trust is not a trust company and is not registered under applicable legislation governing trust companies as it does not carry on, or intend to carry on, the business of a trust company.

Limitations on Non-Resident Unitholders

Certain provisions of the Tax Act require that the Trust not be established or maintained primarily for the benefit of Non-Residents.  Accordingly, in order to comply with such provisions, the Declaration of Trust contains restrictions on the ownership of Units by Unitholders who are Non-Residents or by persons for the benefit of Non-Residents. The Trustees may require declarations as to the jurisdictions in which beneficial owners of Units are resident. If the Trustees become aware that Non-Resident ownership has reached a level such that it is prudent to implement remedial measures, or that such a situation is imminent, the Trustees may issue a public announcement thereof and shall not accept a subscription for Units from or issue or register a transfer of Units to a person unless the person provides a declaration that the person is not a Non-Resident (or, in the discretion of the Trustees, that the person does not own for the benefit of a Non-Resident).  If, notwithstanding the foregoing, the Trustees determine that more than 49% of the Units (on either a basic or fully diluted basis) are held by or for the benefit of Non-Residents, the Trustees may send a notice to such Unitholders, chosen in inverse order to the order of acquisition or registration or in such other manner as the Trustees may consider equitable and practicable, requiring them to sell their Units or a



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portion thereof within a specified period of not more than 60 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided the Trustees with satisfactory evidence that they are not Non-Residents and do not hold Units for the benefit of Non-Residents within such period, the Trustees may on behalf of such Unitholders sell such Units, and, in the interim, the voting and distribution rights attached to such Units shall be suspended.  Upon such sale, the affected holders shall cease to be Unitholders and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificates representing their Units.

The Trustees together with management continue to monitor the level of Non-Resident ownership of the Trust.  To the knowledge of the Trust, after calling for Unitholders to make a declaration of residence in the first quarter of 2006, the current level of Non-Resident ownership is approximately 49%.  The Trustees continue to consider options for dealing with Non-Resident ownership and in addition, the Trustees, through management and the Trusts outside advisors, continue to participate in the on-going debate surrounding such restrictions.  Some of the options being available to the Trust to limit Non-Resident ownership could, if implemented, result in the delisting of the Units from the NYSE or otherwise restrict their liquidity. The market price of the Units could decline in the event that the Trustees elect to undertake one or more such measures. The reorganization of the Trust into a royalty trust that Unitholders will be asked to approve at the 2006 Annual and Special Meeting, would, if completed, bring the Trust within an exemption from the Non-Resident ownership restriction of the Tax Act.

Redemption Right

Units are redeemable at any time on demand by the holders thereof in accordance with the terms described below. Upon receipt by the Trust of a notice to redeem Units, all rights to and under the Units tendered for redemption shall be surrendered and the holder thereof shall be entitled to receive a price per Unit (the Redemption Price) equal to the lesser of:

(a)

90% of the market price of the Units on the principal market on which the Units are quoted for trading during the ten trading day period ending immediately prior to the date on which the Units are surrendered to the Trust for redemption (the Redemption Date); and

(b)

100% of the closing market price on the principal market on which the Units are quoted for trading, on the Redemption Date.

For the purposes of this calculation:

market price will be an amount equal to the average of the closing price of the Units for each of the trading days for the ten trading day reference period on which there was a closing price on the principal exchange or market on which the Units are quoted for trading; provided that, if the applicable exchange or market does not provide a closing price but only provides the highest and lowest prices of the Units traded on a particular day, the market price shall be an amount equal to the average of the average highest and lowest prices for each of the trading days on which there was a trade; and provided further that, if there was trading on the applicable exchange or market for fewer than five of the ten trading days in the reference period, the market price shall be the average of the following prices established for each of the ten trading days: (i) the average of the last bid and last ask prices for each day on which there was no trading; (ii) the closing price of the Units for each day that there was trading if the exchange or market provides a closing price; and (iii) the average of the highest and lowest prices of the Units for each day that there was trading, if the market provides only the highest and lowest trading prices of Units traded on a particular day; and

closing market price shall be an amount equal to the closing price of the Units if there was a trade on the date and the exchange or market provides a closing price; an amount equal to the average of the highest and lowest prices of the Units if there was trading and the exchange or other market provides only the highest and lowest prices of Units traded on a particular day; or the average of the last bid and last ask price of the Units if there was no trading on the date.

The aggregate Redemption Price payable by the Trust in respect of any Units surrendered for redemption during any calendar month shall be paid by cheque drawn on a Canadian bank or a trust company in lawful money of Canada, payable at par to or to order of the Unitholder who exercised the right of redemption, on or before the last day of the



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calendar month following the month in which the Units were tendered for redemption, provided that the entitlement of Unitholders to receive cash upon the redemption of their Units is subject to the limitations that: (i) the total amount payable by the Trust in respect of such Units and all other Units tendered for redemption in the same calendar month shall not exceed $50,000 (provided that the Trustees may, in their sole discretion, waive such limitation in respect of any calendar month); (ii) at the time such Units are tendered for redemption, the outstanding Units shall be listed for trading or quoted on any stock exchange or market which the Trustees consider, in their sole discretion, provides representative fair market value prices for the Units; and (iii) the normal trading of the outstanding Units is not suspended or halted on any stock exchange on which the Units are listed (or, if not listed on a stock exchange, on any market on which the Units are quoted for trading) on the Redemption Date or for more than five trading days during the ten day trading period ending on the Redemption Date.

If a Unitholder is not entitled to receive cash upon the redemption of Units as a result of the foregoing limitations, then the Redemption Price for such Units shall, subject to receipt of all necessary regulatory approvals (which the Trust shall use commercially reasonable efforts to obtain), be paid and satisfied by way of a distribution in specie of securities of the Trust or any of its subsidiaries having a fair market value, as determined by the Trustees, equal to the Redemption Price of the surrendered Units for which cash is not available. The Trust shall be entitled to all interest or distributions paid or accrued and unpaid on such securities on or before the date of the distribution in specie.

It is anticipated that the redemption right will not be the primary mechanism for holders of Units to dispose of their Units. Securities that may be distributed in specie to Unitholders in connection with a redemption will not be listed on any stock exchange and no market is expected to develop in such securities. Such securities may also be subject to an indefinite hold period or other resale restrictions under applicable securities laws. As well, such securities may not be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans.

Declaration of Trust

The Trust was formed as an open-ended mutual fund trust on February 26, 2003, pursuant to the Declaration of Trust, which provides the manner in which the Trust will operate.  The Declaration of the Trust was amended and restated on August 24, 2005, in conjunction with the 2005 Arrangement approved by the Unitholders at the 2005 Annual and Special Meeting.

Amendments to the Declaration of Trust

The Declaration of Trust may be amended from time to time if approved by at least 66 2/3% of the votes cast at a meeting of the Unitholders called for such purpose.

The Trustees may, if also approved by a majority of Independent Trustees, without the approval of the Unitholders, make certain amendments to the Declaration of Trust, including amendments:

(a)

for the purpose of ensuring continuing compliance with applicable laws (including the Tax Act), regulations, requirements or policies of any governmental or other authority having jurisdiction over the Trustees or over the Trust;

(b)

deemed necessary or advisable to ensure that the Trust has not been established or maintained primarily for the benefit of Non-Residents;

(c)

which, in the opinion of the Trustees, provide additional protection or benefit for the Unitholders;

(d)

to remove any conflicts or inconsistencies in the Declaration of Trust or to make corrections, including the correction or rectification of any ambiguities, defective provisions, errors, mistakes or omissions, which are, in the opinion of the Trustees, necessary or desirable and not prejudicial to the Unitholders; and

(e)

which, in the opinion of the Trustees, are necessary or desirable as a result of changes in taxation or other laws or the administration or enforcement thereof,



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provided that, notwithstanding the foregoing, the Trustees may not unilaterally amend the Declaration of Trust if such amendment would: (i) amend the amending provisions; (ii) amend the Unitholders voting rights; or (iii) cause the Trust to fail to qualify as a mutual fund trust under the Tax Act.

Unitholder Rights Plan

As part of the 2003 Arrangement, the Trust adopted the Unitholder Rights Plan.  The purpose of the Unitholder Rights Plan is to provide Unitholders with sufficient time to assess a take-over bid for the Trust, if such bid were to be made, and to provide the Trustees with the opportunity to explore and develop alternatives that are in the best interest of the Trust and the Unitholders.

The Unitholder Rights Plan is intended to encourage a potential acquirer to proceed either by way a Permitted Bid (as defined below) or with the concurrence of the Trustees.

A Permitted Bid is a bid which:

(a)

has been made by way of a take-over bid circular;

(b)

has been made to all Unitholders registered on the books of the Trust;

(c)

provides that no Units deposited to such bid will be taken up and paid for:

(i)

prior to the day which is 50 days following the date of the take-over bid; and

(ii)

unless on that date, more than 50% of the outstanding Units held by Independent Unitholders (generally, Unitholders who are unrelated to the bidder) have been deposited and not withdrawn;

(d)

provides that Units may be deposited and withdrawn at anytime during the 50-day bid period; and

(e)

provides that if more than 50% of the Units held by Independent Unitholders are tendered to the bid and not withdrawn within the 50-day bid period, the bidder must make a public announcement to that effect and allow for the tendering of outstanding Units for an additional ten business days.

Upon the coming into effect of the Unitholder Rights Plan, one right (a Right) was issued in respect of each Unit issued under the 2003 Arrangement.  One Right was also issued in respect of each Unit pursuant to the Trusts short form prospectus offering in the spring of 2004 and one Right attached to each of the additional Units issued pursuant to the Unit subdivision that occurred following the 2005 Arrangement.

The Rights will separate from the Units ten trading days after the occurrence of certain events including (i) a public announcement that a person has acquired beneficial ownership of 20% or more of the Units and (ii) the date of commencement or first public announcement of the intent of a person to make a take-over bid.  If a person acquires beneficial ownership of 20% or more of the Units, other than in a manner permitted under the Unitholder Rights Plan (a Flip-in Event), each Right, other than a Right held by such acquiring person and any other person acting jointly or in concert with such person, will, in effect, permit the holders of Rights to purchase Units at a 50% discount to their market price.  A Right will not become exercisable if an acquisition of Units is made pursuant to a Permitted Bid.  Similarly, a Right will not be exercisable if an acquisition of Units is made pursuant to a prospectus offering, a private placement or a securities exchange take-over bid provided that the person does not acquire a greater percentage of Units than the percentage of Units held by such Person immediately prior to such acquisition.  The Trustees may, prior to a Flip-in Event, waive the application of the Unitholder Rights Plan if the take-over bid is made by way of a take-over bid circular to all Unitholders.  Certain exemptions are also provided for investment advisors, trust companies and certain other investment and pension fund managers who acquire 20% or more of the Units, provided that they are not making a take-over bid.

The Unitholder Rights Plan must be reconfirmed at every third annual meeting of Unitholders following the 2003 Arrangement.  At the 2006 Annual and Special Meeting, Unitholders will be asked to consider the reconfirmation of an amended and restated Unitholder Rights Plan.  In any event, the Unitholder Rights Plan will expire on the tenth



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anniversary of the 2003 Arrangement unless it terminates prior to that time due to its failure to be reconfirmed by Unitholders.

Distribution Policies

The Trust

The Trustees determine the distribution policy of the Trust.  It is the current distribution policy of the Trust to distribute all of the Trusts Distributable Cash quarterly to Unitholders of record on the last business day of each calendar quarter (March, June, September and December) with actual payment to be made to such Unitholders on or about the 15th day of the following month.  To the extent that distributions do not exceed the taxable income of the Trust, a distribution equal to the excess of taxable income over prior distributions in the year will be payable to Unitholders of record on the last day of each taxation year of the Trust.  In the event that the Trustees of the Trust determine that the Trust does not have sufficient cash available to make the full amount of any distribution, the payment of such distribution may be made in Units.

Fording LP

The Board of Directors of Fording ULC, as general partner of the Fording LP, determines the distribution policy of Fording LP.  Following completion of the 2005 Arrangement, the Board of Directors adopted a distribution policy substantially similar to the previous policy of Fording Inc.  The current distribution policy of Fording LP is to distribute its Available Cash to its partners, in proportion to their respective partnership interests (which is the Trust, as to 99.99% and Fording ULC as to 0.01%), subject to compliance with legal and contractual obligations.  Such distributions will be made not less than quarterly and will be based primarily on Fording LPs expected results for the period in respect of which the distribution is being made, but may take into account its expected future performance.  Subsequent distributions may be adjusted for amounts paid in prior periods if the actual Available Cash for the period is greater than or less than the expected results in the period.  Available Cash will be determined after provision for cash reserves established by Fording ULC in its discretion, in its capacity as managing general partner of Fording LP.

Elk Valley Coal

Elk Valley Coal distributes cash to its Partners based on the Distribution Entitlement held by each Partner at the time the distribution is determined.  Distributions are made on a monthly basis based on quarter end estimates determined by the managing partner, which are adjusted after each quarter and at the end of the fiscal year to actual amounts.

Distribution History

The following quarterly distributions were paid by the Trust on a per Unit basis (amounts adjusted to represent post split unit values) for 2005, 2004 and 2003, inclusive of the two special distributions provided for in the 2003 Arrangement totalling $0.50 per Unit that were paid to Unitholders as part of the April 15, 2003 and July 15, 2003 distributions:

|                 |        |                  |        |                  |          
|---------------- | ------ | ---------------- | ------ | ---------------- | ---------
|2005             |        | 2004             |        | 2003             |          
|April 15, 2005   | $0.433 | April 15, 2004   | $0.333 | April 15, 2003   | $0.333(1)
|July 15, 2005    | $0.933 | July 15, 2004    | $0.333 | July 15, 2003    | $0.497(2)
|October 14, 2005 | $1.80  | October 15, 2004 | $0.367 | October 15, 2003 | $0.333   
|January 13, 2006 | $1.60  | January 14, 2005 | $0.433 | January 15, 2004 | $0.333   



Notes:

(1)

Includes $0.246 per Unit on account of the special distribution.

(2)

Includes $0.252 per Unit on account of the special distribution.



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MARKETS FOR SECURITIES

The Units are listed and posted for trading on the TSX under the symbol FDG.UN and on the NYSE under the symbol FDG.  The following table sets out the trading price range and volume of the Units traded on the TSX and NYSE during the most recent financial year ended December 31, 2005 on a post split basis (the three-for-one split occurred on September 6, 2005):

|          |           |           |                              |             |              |                             
|--------- | --------- | --------- | ---------------------------- | ----------- | ------------ | ----------------------------
|          | TSX       | NYSE     
|Date      | High      | Low       | Average Daily
Trading Volume | High        | Low          | Average Daily Trading Volume
|January   | $   33.33 | $   28.70 | 315,243                      | US$   27.17 | US$   23.50  | 1,011,900                   
|February  | $   38.64 | $   33.25 | 424,127                      | US$   31.42 | US$    26.73 | 1,038,853                   
|March     | $   43.76 | $   32.86 | 434,628                      | US$   35.66 | US$   27.16  | 1,341,750                   
|April     | $   41.30 | $   35.23 | 451,005                      | US$   33.58 | US$   28.33  | 1,317,171                   
|May       | $   38.67 | $   31.39 | 335,213                      | US$   31.06 | US$   24.77  | 1,189,214                   
|June      | $   39.15 | $   34.93 | 422,801                      | US$   31.79 | US$   27.75  | 848,523                     
|July      | $   42.81 | $   37.95 | 279,009                      | US$   34.91 | US$   30.67  | 838,800                     
|August    | $   49.05 | $   41.30 | 455,753                      | US$   41.75 | US$   34.35  | 1,225,957                   
|September | $   53.66 | $   46.63 | 652,669                      | US$   45.15 | US$   39.50  | 1,806,790                   
|October   | $   51.81 | $   37.18 | 625,177                      | US$   44.25 | US$   31.56  | 2,283,752                   
|November  | $   48.69 | $   37.29 | 307.496                      | US$   40.75 | US$   31.57  | 1,307,829                   
|December  | $   49.16 | $   40.00 | 505,818                      | US$   42.43 | US$   34.16  | 1,331,738                   



On February 28, 2006, the closing trading prices of the Units on the TSX and on the NYSE were, respectively, $46.28 and U.S. $40.87 per Unit.

GOVERNANCE

Governance Arrangements

At the time of the 2003 Arrangement, each of the Principal Unitholders subscribed for Units and entered into a governance agreement with the Trust and Fording Inc.  Pursuant to the 2005 Arrangement, the governance agreements were amended (see General Development of the Business - Three Year History - Reorganization of the Trusts Subsidiaries) to ensure that the remaining Principal Unitholders continued to have the same governance rights after the 2005 Arrangement that they had prior to the 2005 Arrangement.

The amended governance agreements provide each of Teck Cominco and OTPP with the right to nominate one Trustee and one Director as part of the slate of Trustees and Directors to be put forward by each of the Trust and Fording ULC for election by Unitholders.  The right of a Principal Unitholder to put forward a Trustee and Director nominee terminates unless the Principal Unitholder retains a minimum 4.5% ownership interest in the Trust.  The rights of both Sherritt and Westshore to put forward nominees have terminated for this reason.  The Director and Trustee nominees of OTPP must be, respectively, an Independent Director and an Independent Trustee.  The balance of the Trustees will be recommended for election by the Governance Committee of the Trustees and nominated for election by the Trustees.  The balance of Directors will be nominated by the Governance Committee of the Board of Directors and nominated for election by the Board of Directors.

Each governance agreement contains the agreement of the Trust to nominate the nominees of the Principal Unitholders and the agreement of the Principal Unitholders to vote for the Trustees and Directors nominated by the Trust and Fording ULC.  The right of any Principal Unitholder to nominate a person as a Trustee or Director is lost if the Principal Unitholder fails to vote for the slate so nominated.

The Chair and Chief Executive Officer is selected by the Trustees from among the Independent Trustees.  Any proposed officer of the Trust who is also a director, officer or employee of Teck Cominco or any of its affiliates, or of Elk Valley Coal, must be approved by the Independent Trustees.

The powers of the Trustees are subject to specific limitations contained in the Declaration of Trust, including restrictions on investments by the Trust in order to comply with applicable income tax rules, the ability to indirectly



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vote the common shares of Fording ULC in certain circumstances and the ability to terminate the Trust.  The Trustees otherwise, have full, absolute and exclusive power, control and authority over the assets and affairs of the Trust.

Compliance with NYSE Listing Standards on Corporate Governance

The Units are listed on the NYSE, but as a listed foreign private issuer, the Trust is not required to comply with all of the NYSEs listing standards regarding corporate governance.

Audit Committee Disclosure

The text of the Audit Committee Charter for the Trust is located in Appendix D to this Annual Information Form.  The Audit Committee Charter for Fording ULC can be viewed at www.fording.ca.

Principal Accounting Fees and Services

The following is a summary of professional services provided by the Trusts principal auditors, PricewaterhouseCoopers LLP, during the years ended December 31, 2003, 2004 and 2005 and the related fees:

|                   |  |          |          |         
|------------------ |  | -------- | -------- | --------
|                   |  | 2005     | 2004     | 2003    
|Audit Fees         |  | $354,000 | $277,500 | $258,000
|Audit Related Fees |  | $118,500 | $128,500 | $241,500
|Tax Fees           |  | $0       | $22,750  | $57,500 
|All Other Fees     |  | $2,500   | $1,500   | $1,500  
|                   |  |          |          |         
|Total              |  | $475,000 | $430,200 | $558,500



Audit Fees

Audit fees were for professional services rendered by PricewaterhouseCoopers LLP for the audit of the annual consolidated financial statements of the Trust, review of the annual information form and managements discussion and analysis and completion of the limited reviews of quarterly financial statements.

Audit-Related Fees

Audit related fees include professional services rendered by PricewaterhouseCoopers LLP in the following areas: accounting consultations; review of documents required for debt refinancing; audits related to pension plans; compliance with the terms of various contractual agreements; and requirements of the Sarbanes-Oxley Act of 2002.

Tax Fees

Tax fees include assistance rendered to the Trust in connection with various tax compliance issues in Canada and the United States.

All Other Fees

Other fees include the purchase of a license to access a financial reporting and assurance information database developed by PricewaterhouseCoopers LLP.

Pre-approval Policies and Procedures

All services provided by and fees paid to PricewaterhouseCoopers LLP were approved by the Audit Committee in advance of the services being performed.  The Audit Committee considered the compatibility of the non-audit services provided by the Trusts principal auditors with auditor independence in accordance with the prior approval policy set out in the Audit Committee Charter.  The Audit Committee has delegated authority to the Audit Committee Chair to review and evaluate proposals from management to have non-audit services performed by the



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Trusts principal auditors.  If the Audit Committee Chair determines the request to be appropriate, he approves the provision of such non-audit services and reports on such matters at the first scheduled meeting of the Audit Committee following such pre-approval.

Trustees and Directors

The majority of the Trustees and Directors are independent.  The Independent Trustees and Directors meet at least annually, and more frequently when required, without management or non-Independent Trustees and Directors present.  The Independent Trustees and Directors met three times in 2005.

The Declaration of Trust and the Bylaws of Fording ULC provide for the Chair and Chief Executive Officer of each of the Trust and Fording ULC to be appointed from among the Independent Trustees and Independent Directors respectively.  As the appointment of the Chief Executive Officer results in the appointee being an officer of the Trust and Fording ULC, the Trustee or Director appointed to the position no longer meets the technical definition of an Independent Trustee or Director as defined in National Instrument 58-101  Disclosure of Corporate Governance Practices.  However, the Chief Executive Officer is not an officer of Elk Valley Coal or of any of its subsidiaries and is not responsible for the day-to-day management of the business of the Trust or Fording ULC.  Accordingly, it is not necessary that the positions of Chair and Chief Executive Officer be held by separate individuals in order to enhance the independence of the Trustees and the Board of Directors from management of the Trust, Fording ULC, their subsidiaries and Elk Valley Coal and its subsidiaries.

The following is a brief biography of each of the Trustees of the Trust and the Directors of Fording ULC, including their municipality of residence and a description of their principal occupation during the last five years.  The Trustees and the Directors have each determined that fixed term limits for service should not be established.  As a group, the individuals listed below owned directly or indirectly, or exercised control or direction over 250,501 Units as at December 31, 2005 representing less than 1% of the outstanding Units.  Additional information about the Trustees and Directors is contained in Information Regarding Nominees for Election as Trustees and Information Regarding Nominees for Election as Directors in the Trusts 2006 Management Information Circular.

Trustees

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[aif004.jpg]  Dr. Lloyd I. Barber, C.C., S.O.M.
Residence:
Regina Beach, Saskatchewan, Canada
Trustee Since:
2003
Age:

74                                                                                                                                                                                                                                                                                                                                                                                               
|Dr. Barber is President Emeritus of the University of Regina, a position he has held since 1990.  From 1976 to 1990, Dr. Barber was President of the University of Regina.  Dr. Barber serves as a director of Teck Cominco, CanWest Global Communications Corp. and Greystone Capital Management.  Dr. Barber is a Companion of the Order of Canada.
Dr. Barber is not an Independent Trustee under the Declaration of Trust or applicable securities laws and rules because he is a director of a Principal Unitholder.
|[aif005.jpg]  Michael A. Grandin
Residence:

Calgary, Alberta, Canada
Trustee Since:
2003
Director Since:
2003
Age:

61                                                                                                                                                                                                                                                                                                                                                                                                  
|Michael Grandin is currently Chair and Chief Executive Officer of each of the Trust and Fording ULC.    Mr. Grandin was a director of Old Fording, the predecessor to the Trust, from 2001 to 2003.  From February 2004 to                                                                                                                                                                                                                                                                                               



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|January 2006, Mr. Grandin served as Dean of the Haskayne School of Business at the University of Calgary.  Mr. Grandin was President of PanCanadian Energy Corporation from October 2001 to April 2002.  From 1998 to 2001, Mr. Grandin was Executive Vice President and Chief Financial Officer of Canadian Pacific Limited.  He was Vice Chairman and Director of Midland Walwyn Capital Inc. from 1996 to 1998.  He is also a director of IPSCO Inc., BNS Split Corp., the Investment Dealers Association of Canada and EnCana Corporation.
Mr. Grandin would qualify as an Independent Trustee under the Declaration of Trust and applicable securities laws and rules except that he serves as Chief Executive Officer of the Trust and Fording ULC.
Mr. Grandin was a director of Pegasus Gold Inc. in 1998 when that company filed voluntarily to reorganize under Chapter 11 of the United States Bankruptcy Code.  A liquidation plan for that company received court confirmation later that year.                                                                                                                                                                                                                                            
|[aif006.jpg]  Michael S. Parrett, C.A.
Residence:

Aurora, Ontario, Canada
Trustee Since:
2003
Director Since:
2003
Age:

54                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Mr. Parrett is an independent consultant with over 24 years of experience in the mining industry.  Mr. Parrett was the President of Rio Algom Limited from 2000 to 2001.  From 1991 to 2000, Mr. Parrett was Vice President and Chief Financial Officer of Rio Algom Limited.  From 1999 to 2000, he was also Vice President, Strategic Development & Joint Ventures of Rio Algom Limited.  Prior to 1990, Mr. Parrett held various positions with Falconbridge Limited, serving as Vice President, Controller and Chief Financial Officer.  He is a director of Pengrowth Corporation and the Non-Executive Chairman of Gabriel Resources Ltd.  Mr. Parrett has a B.A. in Economics from York University and is a Chartered Accountant.
Mr. Parrett is an Independent Trustee under the Declaration of Trust and under applicable securities laws and rules. He is also an Independent Director of Fording ULC. He is a Member of the Trusts Audit and Governance Committees and Fording ULCs Audit Committee.  The Trustees and the Board of Directors have determined that Mr. Parrett is financially literate.(1)                                                                                                                                 
|[aif007.jpg]  Harry G. Schaefer, F.C.A.
Residence:

Calgary, Alberta, Canada
Trustee
Since:
2003
Director Since:
2003
Age:

69                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Mr. Schaefer was a director of Old Fording, the predecessor to the Trust, from 2001 to 2003.  He is the President of Schaefer and Associates, a business advisory firm and he is also a Corporate Director.  Mr. Schaefer was Chairman of TransAlta Corporation from 1991 to 1996 and Chief Financial Officer from 1975 to 1993.  He is the Vice Chairman and a director of TransCanada Corporation and TransCanada PipeLines Limited.  Mr. Schaefer has held these positions since 2003 and 1998, respectively.  He is also a director of Agrium Inc., a former director of Gulf Canada Resources Limited and was Chairman of Crestar Energy from 1996 to 2000.  Mr. Schaefer is past chair of the Alberta Chapter of the Institute of Corporate Directors.  Mr. Schaefer has a B.Comm. from the University of Alberta and is a Chartered Accountant.
Mr. Schaefer is an Independent Trustee under the Declaration of Trust and applicable securities laws and rules.  He is also an Independent Director of Fording ULC.  He is the Chair of the Trusts and Fording ULCs Audit Committees and a member of Fording ULCs Governance Committee.  The Trustees and the Board of directors have determined that Mr. Schaefer is financially literate.(1)



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[aif009.gif]  Peter Valentine, F.C.A.
Residence:
    Calgary, Alberta, Canada
Trustee Since:
2003
Age:
    69                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mr. Valentine holds a joint appointment as Senior Advisor to the President and CEO of the Calgary Health Region and to the Dean of Medicine, University of Calgary.  Mr. Valentine served as the interim chair of the Alberta Securities Commission from May to July, 2005.  Prior to his present appointment, Mr. Valentine served for seven years as the Auditor General of Alberta.  From 1958 to 1995, Mr. Valentine enjoyed a career with KPMG, serving as Partner-in-Charge of Professional Practice of the Calgary office, Chairman of the KPMG International Energy Practice Group and Senior Audit Partner responsible for a variety of medium to large sized organizations, with expertise in the petroleum industry and the Canadian securities practice.  He is also a director of Livingston International Income Fund, Primewest Energy Trust, Superior Plus Income Fund and Resmore Trust Company.  He is currently the Chair of the Board of Governors of CCAF-FCVI Inc. and has previously served as Chair of the Financial Advisory Committee of the Alberta Securities Commission and as a member of the Accounting Standards Board and the Public Sector Accounting Board of the Canadian Institute of Chartered Accountants.  Mr. Valentine has a B.Comm. from the University of British Columbia and attended the International Advanced Executive Program in Burgenstock, Switzerland through Northwestern University, J.J. Kellogg Graduate School of Management.
Mr. Valentine is an Independent Trustee under the Declaration of Trust and applicable securities laws and rules and is a Member of the Trusts Audit and Governance Committees.  The Trustees have determined that Mr. Valentine is financially literate.(1)
|[aif010.jpg]Robert J. Wright, C.M., Q.C.
    Residence:
    Toronto, Ontario, Canada
Trustee Since:
2003
    Age:
    73                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mr. Wright is Deputy Chairman of Teck Cominco, a position he has held since June 2000.  He was Chairman of Teck Corporation from 1994 to June 2000.  From 1989 to 1993, he was Chairman of the Ontario Securities Commission.  Prior to 1989, he was a senior partner in the law firm of Lang Michener.  Mr. Wright is Chairman of the Mutual Fund Dealers Association and the AARC Foundation.  He is President of Edenglen Holding Inc. and a member of the Investment Committee of the Ontario Workplace Safety & Insurance Board and the Pension Fund Committee of Air Liquide Canada Inc.  Mr. Wright is a Member of the Order of Canada.
Mr. Wright is not an Independent Trustee under the Declaration of Trust or applicable securities laws and rules because he is a director of a Principal Unitholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



50



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[aif011.jpg]John B. Zaozirny, Q.C.
    Residence:
    Calgary, Alberta, Canada
Trustee Since:
2003
    Age:
58                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Mr. Zaozirny was a director of Old Fording, the predecessor to the Trust, from 1986 to 2003.  He has been counsel to McCarthy Tétrault LLP, Barristers and Solicitors since 1987.  He has served as Vice Chairman of Canaccord Capital Corporation since 1996 and is also a director of Canadian Oil Sands Investments Inc., Computer Modelling Group, IPSCO Inc., Middlefield Resource Funds, Pengrowth Corporation, Provident Energy Ltd., Bankers Petroleum Inc., High Arctic Income Fund, PetroWorld Inc. and TerraVest Income Fund.  He is a Governor of the Business Council of British Columbia and a member of the Law Societies of Alberta and British Columbia.  Mr. Zaozirny was Minister of Energy and Natural Resources for the Province of Alberta from 1982 to 1986.
Mr. Zaozirny is an Independent Trustee under the Declaration of Trust and applicable securities laws and rules and is the Chair of the Trusts Governance Committee.

Note:

(1)

Pursuant to Multilateral Instrument 52-110  Audit Committees, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that presents a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuers financial statements.

Directors

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Michael A. Grandin
    Michael S. Parrett, C.A.
    Harry G. Schaefer, F.C.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The biographies of these individuals are set forth above under Trustees and Directors  Trustees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|[aif012.jpg]  Dawn L. Farrell
Residence:
Vancouver, B.C., Canada
Director Since:
2004
Age:

46                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Mrs. Farrell is currently Executive Vice President, Generation, BC Hydro, a position she has held since May 2003.  Prior to joining BC Hydro, Mrs. Farrell was Executive Vice President, Corporate Development for TransAlta Corporation.  Throughout her 17 year career at TransAlta, she held a number of executive positions including Executive Vice President, Independent Power Projects and Vice President, Energy Marketing and IPP Development.  Mrs. Farrell has participated on a number of boards, including Mount Royal College, Mount Royal College Foundation, Mercury Electric, Vision Quest Windelectric, TransAlta Cogeneration and MEGA (a joint venture between TransAlta and Gener SA).  She holds a Masters Degree in economics from the University of Calgary and attended the Advanced Management Program at Harvard University.
Mrs. Farrell is an Independent Director under applicable securities laws and rules and is a Member of Fording ULCs Environmental, Health and Safety Committee.



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Donald R. Lindsay
Residence:

Vancouver, B.C., Canada
Director Since:
2005
Age:

47                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Mr. Lindsay was appointed President of Teck Cominco in January 2005.  Prior to joining Teck Cominco, Mr. Lindsay was President of CIBC World Markets and was responsible for both the Investment and Corporate Banking Division as well as the Asia Pacific Region.  Earlier in his career he was the Head of CIBCs Global Mining Group.  Mr. Lindsay has a B.Sc., (Hons.) Mining Engineering from Queens University and an M.B.A. from Harvard Business School.
Mr. Lindsay is not an Independent Director under applicable securities laws and rules because he is an officer and a director of a Principal Unitholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[aif013.jpg]  Richard T. Mahler
Residence:

Vancouver, B.C., Canada
Director Since:
2003
Age:

62                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Mr. Mahler was Executive Vice President and Chief Financial Officer of Finning International Inc., the worlds largest Caterpillar dealer from 1990 until his retirement in 2003.  From 1981 to 1990, Mr. Mahler served as Vice President Finance of Amdahl Canada, a provider of enterprise-scale computing, networking storage systems and services.  Prior to that, he held various senior financial management positions with Ford Motor Company of Canada from 1968 to 1980.  Mr. Mahler is Chair, Partnerships British Columbia (a provincial Crown corporation formed to deliver public services through public/private partnerships) and Chair of Sterling Shoes Income Fund.  He is also Vice-Chair of the VGH/UBC Hospital Foundation and a trustee of Swiss Water Income Fund.  He was awarded the 2002 Queens Golden Jubilee Medal for Distinguished Service by the Governor General of Canada and the 2002 Chancellors Award for Distinguished Service by Simon Fraser University.  Mr. Mahler holds an MBA and a B.Sc.
Mr. Mahler is an Independent Director under applicable securities laws and rules and is Chair of Fording ULCs Governance Committee and a member of its Audit and Environmental, Health and Safety Committees.  The Board of Directors has determined that Mr. Mahler is financially literate.(1)



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[aif014.jpg]  Dr. Thomas J. ONeil
Residence:
Prescott, Arizona, USA
Director Since:   2003
Age:
65                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Dr. ONeil was President and Chief Operating Officer for iron ore miner, Cleveland-Cliffs Inc., until his retirement in July 2003.  He holds three degrees in mining engineering, with a Ph.D. from the University of Arizona where he served on the faculty from 1968-1981, becoming Professor and Head of the Department of Mining and Geological Engineering.  Dr. ONeil served in various capacities for Amoco Minerals and its successor, Cyprus Minerals from 1981-1991, including Vice President of Engineering and Vice President of South Pacific Operations stationed in Sydney, Australia.  He is a director of the Minerals Information Institute, Peru Cooper Inc. and a past director of Hecla Mining Company and of Homestake Mining Company.  He was the 2003 President of the Society for Mining, Metallurgy and Exploration (SME) where he is also a Distinguished Member.  Dr. ONeil was elected to the U.S. National Academy of Engineering in 1999 and the American Southwest Mining Hall of Fame in 2003.
Dr. ONeil is an Independent Director under applicable securities laws and rules and is Chair of Fording ULCs Environmental, Health and Safety Committee and a member of its Governance Committee.
|David A. Thompson
Residence:

Vancouver, B.C., Canada
Director Since:
2003
Age:

66                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mr. Thompson was Chief Executive Officer and Deputy Chairman of Teck Cominco from July 2001 until his retirement in 2005.  He is currently a director of Teck Cominco.  From 1994 to 2001, he was President and Chief Executive Officer of Cominco Ltd.  From 1980 to 1994, he was Senior Vice President and Chief Financial Officer of Teck Corporation.  Mr. Thompson is a director of Providence Health Care.  He is a graduate of the London School of Economics and the Harvard Business School (Advanced Management Program).
Mr. Thompson is not an Independent Director under applicable securities laws and rules because he is a director of a Principal Unitholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Note:

(1)

Pursuant to Multilateral Instrument 52-110  Audit Committees, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that presents a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuers financial statements.



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Officers of the Trust

The following is a brief biography of each of the officers of the Trust, including their municipality of residence and a description of their principal occupation during the last five years.  As a group, the individuals listed below, other than Mr. Grandin whose biographical information was included in the description of the Trustees (see Trustees and Directors  Trustees), owned directly or indirectly, or exercised control or direction over 83,523 Units as at December 31, 2005 representing less than 1% of the outstanding Units.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Michael A. Grandin, Chairman and Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mr. Grandins biography is set forth above under Biographies of Trustees and Directors  Trustees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|James L. Popowich
Position:
President
Residence:
Calgary, Alberta, Canada
Age:
61                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mr. Popowich is President of the Trust and Fording ULC and President and Chief Executive of Elk Valley Coal.  He was appointed to these positions with the Trust and Elk Valley Coal in early 2004 and to Fording ULC at the time of the 2005 Arrangement. He was formerly the Executive Vice President of the Trust, Fording Inc. and Elk Valley Coal, positions he held since the 2003 Arrangement became effective in February 2003.  He was Executive Vice President of Old Fording from 2001 to 2003.  Prior to that, he was Vice President, Operations from 1997 to 2001 and Vice President, Development and Alberta Operations from 1990 to 1997 of predecessors to Old Fording.  Mr. Popowich is Past Chairman of the Coal Association of Canada and Past Chairman of the Alberta Chamber of Resources.  He is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and the Canadian Institute of Mining, Metallurgy and Petroleum.
|R. James Brown, C.A.
Position:
Vice President and Chief Financial Officer
Residence:
Calgary, Alberta, Canada
Age:
54                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Mr. Brown is Vice President and Chief Financial Officer of the Trust, Fording ULC and Elk Valley Coal. He was appointed to these positions in October 2005. He has 28 years experience in the oil and gas industry, the past ten years as Chief Financial Officer with High Point Resources Inc., Dorset Exploration Ltd., Richland Petroleum Inc. and Terraquest Energy Inc. Mr. Brown is a director of Culane Energy Inc., E4 Energy Ltd. and Calgary Handi-Bus Association and is a past director of Rio Alto Resources International Inc. and Terraquest Energy Inc. He is a member of Financial Executives International Canada, and has served as President of both the Calgary and Regina chapters.
Mr. Brown holds a Bachelor of Commerce degree from the University of Calgary and is a Chartered Accountant.                                                                                                                                                              
|James F. Jones
Position:
Vice President, Human Resources and Legal Affairs, (Secretary)
Residence:
Calgary, Alberta, Canada
Age:
52                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Mr. Jones is the Vice President, Human Resources and Legal Affairs of the Trust, Fording ULC and Elk Valley Coal. He also serves as Secretary of these entities. He has held the position of Secretary since the 2003 Arrangement became effective in February 2003 and was appointed a Vice President of the Trust and Elk Valley Coal in March of 2004 and of Fording ULC at the time of the 2005 Arrangement.  Mr. Jones was Secretary of Old Fording from 2001 to 2003 and Manager, Employee Relations and Regulatory Affairs of predecessors to Old Fording from 1993 to 2001.  Mr. Jones is a member of the Law Society of British Columbia and the Canadian Bar Association.                                                                                                                  
|Kenneth E. Myers, C.A.
Position:
Treasurer
Residence:
Calgary, Alberta, Canada
Age:
57                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Mr. Myers is Treasurer of the Trust, Fording ULC and Elk Valley Coal. He was appointed to these positions with the Trust and Elk Valley Coal at the time of the 2003 Arrangement and to Fording ULC at the time of the 2005 Arrangement.  Mr. Myers was Treasurer of Old Fording from 2001 to 2003 and Treasurer of predecessors to Old Fording from 1994 to 2003.  He is Past Chairman of the Economic and Taxation Committee of the Coal Association of Canada and a former director of the Financial Executives Institute, Calgary Chapter.  Mr. Myers is a member of the Canadian Institute of Chartered Accountants, the Alberta Institute of Chartered Accountants and the Ordre des comptables agréés du Québec.                                                                              
|Mark D. Gow, C.A.
Position:
Controller
Residence:
Calgary, Alberta, Canada
Age:
46                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Mr. Gow is Controller of the Trust, Fording ULC and Elk Valley Coal. He was appointed to these positions with the Trust and Elk Valley Coal in April 2004 and to Fording ULC at the time of the 2005 Arrangement.  Prior to being appointed Controller, he served as Director, Investor Relations of the Trust since the 2003 Arrangement became effective in February 2003.  Mr. Gow was Director, Investor Relations of Old Fording from 2001 to 2003.  From 1998 to 2001, Mr. Gow was Controller of Minera and from 1997 to 1998, he was Manager, Accounting of predecessors to Old Fording.  Mr. Gow graduated from University of Calgary with a Bachelor of Commerce and is a member of both the Alberta Institute of Chartered Accountants and the Canadian Institute of Chartered Accountants.



LEGAL PROCEEDINGS

Material Legal Proceedings

The Trust is not aware of any material legal proceedings to which the Trust, or its subsidiaries, is a party and to which their property is subject. The dispute that was outstanding at December 31, 2004, between Elk Valley Coal and CPR was resolved in April 2005.  See Description of the Business  Elk Valley Coal  Coal Transportation. The challenges to permitting of the Cheviot pit at the Cardinal River operations that were outstanding at December 31, 2004, were determined or dismissed without material changes to the permits. There are no outstanding challenges to permits or approvals in respect of the Cheviot pit.



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TRANSFER AGENT AND REGISTRAR

Computershare Trust Company of Canada is the transfer agent and registrar for the Units at its principal offices in Calgary, Alberta; Toronto, Ontario; Montreal, Quebec; Vancouver, British Columbia and New York, New York.

MATERIAL CONTRACTS

The chart briefly describes all of the material contracts and documents of the Trust.  Material contracts under National Instrument 51-102 ─ Continuous Disclosure Obligations, are defined as contracts entered into out of the ordinary course of the business of the issuer that are material to its business.  Each material contract has been filed on SEDAR and EDGAR.

|                                                                               |                |                                                                  |                                                                                                              |                                                                                                                                
|------------------------------------------------------------------------------ | -------------- | ---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------
|Contract Name                                                                  | Date
Mo/Day/Yr | Parties                                                          | Consideration                                                                                                | Key Terms                                                                                                                      
|Amended and Restated Governance Agreement                                      | 08/24/05       | The Trust, Fording ULC, Fording Amalco, and OTPP                 | Covenant to support arrangements described in agreement                                                      | Nomination of Director and Trustee                                                                                             
|Amended and Restated Governance Agreement                                      | 08/24/05       | The Trust, Fording ULC, Fording Amalco and Teck Cominco          | Covenant to support arrangements described in agreement                                                      | Nomination of Director and Trustee                                                                                             
|Amended and Restated Administrative and Industrial Minerals Services Agreement | 08/24/05       | Fording ULC, Elk Valley Coal, and Fording Amalco                 | Provision of executives, personnel and services on a cost reimbursement basis                                | Provision of administrative services                                                                                           
|Elkview Mine Limited Partnership Management Services Agreement                 | 08/01/05       | Elkview Mine Limited Partnership and Elk Valley Coal Corporation | Payment for services provided pursuant to the agreement                                                      | Provision of management, administrative and support services by Elk Valley Coal Corporation in connection with the Elkview Mine
|Supplemental Declaration Amendment                                             | 08/24/05       | The Trust                                                        | n/a                                                                                                          | Amendment to the Declaration of Trust to allow for the three-for-one split of the units                                        
|Amended and Restated Declaration of Trust                                      | 08/24/05       | The Trust                                                        | n/a                                                                                                          | Declaration of Trust                                                                                                           
|Amended and Restated Partnership Agreement                                     | 08/24/05       | Fording LP, Teck Cominco Coal Partnership, and QCP               | Consideration originally specified in Fording Contribution Agreement and Teck Cominco Contribution Agreement | Operation of Elk Valley Coal                                                                                                   



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|                                               |                |                                                                                                                                                                                                                         |                                                                                                                                                 |                                                                                                               
|---------------------------------------------- | -------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|Contract Name                                  | Date
Mo/Day/Yr | Parties                                                                                                                                                                                                                 | Consideration                                                                                                                                   | Key Terms                                                                                                     
|Joint Code of Business Conduct                 | 08/089/05      | Fording Inc. and the Trust                                                                                                                                                                                              | n/a                                                                                                                                             | Outline of code of conduct employees, officers and directors / trustees are to follow                         
|Plan of Arrangement                            | 02/28/03       | Fording Inc., its Security Holders, Fording Coal Limited, 4123212 Canada Ltd., the Trust, Teck Cominco, Westshore, TBCI, QCP, Luscar, CONSOL, Sherritt International Corporation, Sherritt Coal Partnership II and OTPP | n/a                                                                                                                                             | 2003 Arrangement                                                                                              
|Combination Agreement                          | 01/12/03       | Old Fording, Teck Cominco, Westshore, OTPP and Sherritt                                                                                                                                                                 | Completion of the transactions comprising the 2003 Arrangement and payment of related expenses                                                  | Agreement to create Elk Valley Coal and participate in the 2003 Arrangement                                   
|Met Coal Sale and Purchase Agreement           | 02/28/03       | Luscar, 1563706 Ontario Limited, CONSOL of Canada Inc., CONSOL Energy Inc., CONSOL Energy Canada Ltd., Fording Inc. and Elk Valley Coal                                                                                 | Issuance of 6.4 million Units, grant of royalty and the assumption of assumed liabilities.  Consideration subject to working capital adjustment | Fording Inc. purchases Luscar mine, Line Creek mine, Cheviot project and 46.4% of the shares Neptune Terminals
|Prairie Operations Sale and Purchase Agreement | 02/28/03       | Fording Coal Limited and Sherritt Coal Acquisition Inc.                                                                                                                                                                 | $225 million and assumption of assumed liabilities.  Consideration subject to working capital adjustment                                        | Sale of Old Fordings Prairie Operations to Sherritt Coal Acquisition Inc.                                    
|Non-Competition Agreement                      | 02/28/03       | Fording Inc., Elk Valley Coal, the Trust, Luscar, Luscar Partnership and Teck Cominco                                                                                                                                   | Exchange of covenants                                                                                                                           | Non-Competition agreement in respect of the met and thermal coal markets for five years                       
|Fording Contribution Agreement                 | 02/28/03       | Fording Coal Limited, Fording Inc. and Elk Valley Coal                                                                                                                                                                  | Contribution of assets in consideration for the issuance of Partnership Interest                                                                | Contribution of Fording Coal Limited assets to Elk Valley Coal                                                
|Teck Cominco Contribution Agreement            | 02/28/03       | Teck Cominco, TBCI, QCP and Elk Valley Coal                                                                                                                                                                             | Contribution of assets in consideration for the issuance of Partnership Interest                                                                | Contribution of Teck Cominco, QCP and TBCI assets to Elk Valley Coal                                          
|Human Resources Agreement                      | 02/28/03       | Fording Inc., Teck Cominco, Elk Valley Coal and Elk Valley Coal Corporation                                                                                                                                             | Allocation of employment costs in respect of employees joining Elk Valley Coal                                                                  | Specifies arrangements regarding employees joining Elk Valley Coal                                            



57



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|                                 |                |                                                     |               |                                          
|-------------------------------- | -------------- | --------------------------------------------------- | ------------- | -----------------------------------------
|Contract Name                    | Date
Mo/Day/Yr | Parties                                             | Consideration | Key Terms                                
|Unitholder Rights Plan Agreement | 02/28/03       | The Trust and Computershare Trust Company of Canada | n/a           | Customary Canadian unitholder rights plan



ADDITIONAL INFORMATION

Additional information regarding the Trust, including remuneration of its Trustees, Directors and officers, the principal holders of its securities, options to purchase its securities and the interests of insiders in material transactions, is contained in the Trusts 2006 Management Information Circular and Proxy Statement which is being prepared for the Annual and Special meeting of Unitholders to be held on May 2, 2006.  Additional financial information in respect of the Trust is provided in its audited financial statements for the year ended December 31, 2005, and Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2005, contained in the Trusts 2005 Annual Review.

The Trust will provide to any person, upon written request to the Secretary of the Trust:

1.

When the securities of the Trust are in the course of a distribution pursuant to a short form prospectus or a preliminary short form prospectus has been filed in respect of a distribution of its securities:

(a)

one copy of the current Annual Information Form of the Trust, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in the Annual Information Form;

(b)

one copy of the comparative Consolidated Financial Statements of the Trust for its most recently completed financial year together with the accompanying Report of the Auditors and one copy of Quarterly Interim Consolidated Financial Statements of the Trust issued subsequent to the issuance of the comparative Consolidated Financial Statements for its most recently completed financial year;

(c)

one copy of the Trusts Management Information Circular and Proxy Statement in respect of its most recently completed annual meeting of Unitholders; and

(d)

one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus not required to be provided under (a) to (c) above; or

2.

At any other time, one copy of any other documents referred to in (1)(a), (b), (c) and (d) above, provided the Trust may require the payment of a reasonable charge if the request is made by a person who is not a Unitholder of the Trust.

Additional information regarding the Trust is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. and on the Trusts website at www.fording.ca.

Requests for additional information should be directed to:

Secretary

Fording Canadian Coal Trust

Suite 1000, 205  9th Avenue SE

Calgary, Alberta

T2G 0R3



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APPENDIX A:  GENERAL GLOSSARY

2003 Arrangementmeans the transaction involving Old Fording, Teck Cominco, Westshore, Sherritt, OTPP and CONSOL and certain of their affiliates, that was completed on February 28, 2003, and that proceeded by way of plan of arrangement under the CBCA pursuant to which, among other things, the business of Old Fording was reorganized under an income trust (being the Trust) and Elk Valley Coal was formed;

2005 Annual and Special Meetingmeans the annual and special meeting of Unitholders held on May 4, 2005;

2005 Arrangementmeans the plan of arrangement under section 192 of the CBCA that became effective August 24, 2005, whereby the Trust reorganized its structure so that substantially all of the assets of Fording Inc. were transferred to a new entity, Fording LP, and the Trust. The 2005 Arrangement created a flow-through structure under the Tax Act by transferring Fording Inc.s partnership interest in Elk Valley Coal, to Fording LP, a new limited partnership, of which the Trust directly and indirectly owns all of the partnership interests.  The 2005 Arrangement also resulted in the Trust directly and indirectly owning all of the securities of NYCO previously held by Fording Inc.;

2006 Annual and Special Meeting means the annual and special meeting of Unitholders to be held on May 2, 2006;

Available Cashmeans cash distributed to Fording LP by Elk Valley Coal in connection with Fording LPs interest in Elk Valley Coal, and any other net cash investment income or other net cash income of Fording LP from any other sources, less:

(a)

costs, expenses, indebtedness and any other obligations of Fording LP that in the opinion of the Board of Directors are accrued and owing or otherwise have been incurred by Fording LP, including any tax liabilities of Fording LP; and

(b)

amounts allocated to cash reserves established by Fording ULC, in its discretion, in its capacity as general partner of Fording LP;

Board of Directorsmeans the board of directors of Fording Inc. prior to the 2005 Arrangement and of Fording ULC thereafter;

CBCAmeans the Canada Business Corporations Act;

CONSOLmeans CONSOL of Canada Inc. and/or CONSOL Energy Canada Ltd., as the context requires;

CN means Canadian National Railway Company;

CPRmeans Canadian Pacific Railway Limited;

Declaration of Trustmeans the declaration of trust dated February 26, 2003, by which the Trust was created as amended and restated on August 24, 2005.  The amended Declaration of Trust can be viewed on SEDAR and EDGAR;

Directora member of the Board of Directors of Fording Inc. prior to the 2005 Arrangement and of Fording ULC thereafter;

Distributable Cash means in respect of each calendar year: (i) the cash received by the Trust directly or indirectly from its subsidiaries, including Fording LP; (ii) any other net cash investment income or other net cash from any other sources, including from the disposition of Trust assets; and (iii) any net cash remaining from a prior period that has not previously been distributed, less (x) costs, expenses, indebtedness and other obligations of the Trust that in the opinion of the Trustees are accrued and owing or otherwise have been or will be incurred by the Trust, including any tax liabilities of the Trust; and (y) any amounts paid in cash by the Trust in connection with the redemption of Units or other securities of the Trust;



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Distribution Entitlementmeans a Partners proportional entitlement, expressed as a percentage, to share in the profits and losses of Elk Valley Coal and to participate in the distribution of assets on liquidation or dissolution of Elk Valley Coal;

Elk Valley Coalor the Partnershipmeans the Elk Valley Coal Partnership, previously known as the Fording Coal Partnership, a general partnership existing under the laws of Alberta in contemplation of the 2003 Arrangement;

Elkview LP means Elkview Mine Limited Partnership, a limited partnership formed under the laws of the Province of Alberta;

Elkview Mine G.P. means Elkview Mine G.P. Inc., the managing partner of Elkview LP and wholly-owned subsidiary of Elk Valley Coal;

EVC Partnership Agreementmeans the Elk Valley Coal Partnership Agreement between the Partners made as of February 26, 2003, as amended and restated on January 27, 2006;

Fording Amalco means the corporation existing under the laws of Canada formed from the amalgamation of Fording Inc. and 6418811 Canada Inc. pursuant to the 2005 Arrangement;

Fording Inc.means the successor, by winding up, to Old FCL and Old Fording.  Fording Inc. was originally named 4123212 Canada Ltd. following its continuance under the CBCA but changed its name as part of the 2003 Arrangement;

Fording LPmeans Fording Limited Partnership, a limited partnership formed under the laws of the Province of Alberta;

Fording Preferred Sharesmeans the preferred shares in the capital of Fording Inc.;

Fording Royaltymeans the right held by Fording Inc. as part of the 2003 Arrangement in connection with the sale of the Prairie Operations, that occurred as part of such transaction pursuant to which Fording Inc. was entitled to receive a royalty in respect of new coal or mineral production on respect of the lands forming part of the Prairie Operations after February 28, 2003, excluding coal from the Genesee mine permit area (as at February 28, 2003) utilized in the planned 2005 expansion of the Genesee generating facility.  The Fording Royalty in respect of any property is not to exceed 5% of gross revenues from such property.  The Fording Royalty was transferred to Beachpoint Holdings Inc. as part of the 2005 Arrangement;

Fording Subordinated Notesmeans the unsecured, subordinated notes of Fording Inc;

Fording ULC means Fording (GP) ULC, an unlimited liability company organized under the Companies Act (Nova Scotia);

Independent Director means a Director who:

(a)

is not an insider of any of the Principal Unitholders or their respective affiliates and, for so long as OTPP is a party to an effective Governance Agreement and with respect to a director of Fording ULC nominated by OTPP, is also not an insider of Luscar or its affiliates, so long as Sherritt and OTPP, jointly or severally, control Luscar;

(b)

would qualify as independent (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of each of the Principal Unitholders, if the director of Fording ULC was a director (or served in an analogous capacity) of each of the Principal Unitholders; and

(c)

would qualify as independent (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of Fording ULC.



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Independent Trusteemeans a Trustee who:

(a)

is not an insider of any of the Principal Unitholders or their respective affiliates and, for so long as OTPP is a party to an effective Governance Agreement and with respect to a Trustee nominated by OTPP, is also not an insider of Luscar or its affiliates, so long as Sherritt and OTPP, jointly or severally, control Luscar;

(b)

would qualify as independent (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of each of the Principal Unitholders, if the Trustee was a director (or served in an analogous capacity) of each of the Principal Unitholders; and

(c)

would qualify as independent (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of the Trust.

Luscarmeans Luscar Ltd., a corporation existing under the laws of Alberta and a wholly owned subsidiary of the Luscar Partnership;

Luscar/CONSOL Joint Venturesmeans the joint ventures in which Luscar and CONSOL are equal participants formed for the purpose of mining and preparing coal from the Cardinal River mine, the undeveloped Cheviot pit project and the Line Creek mine;

Luscar Partnershipmeans the Luscar Energy Partnership, a general partnership owned indirectly by Sherritt and OTPP as to 50% each;

Neptunemeans Neptune Bulk Terminals (Canada) Ltd., a corporation existing under the laws of British Columbia;

Neptune Terminalsmeans the terminal operated by Neptune located in Port of Vancouvers inner harbour;

NI 43-101means National Instrument 43-101  Standards of Disclosure for Mineral Projects;

Non-Resident means a non-resident of Canada for the purposes of the Tax Act;

NSCmeans Nippon Steel Corporation;

NYCOmeans, collectively, those subsidiaries of the Trust engaged in the production of industrial minerals such as wollastonite and tripoli, being NYCO Minerals, Inc. with operations at Willsboro, New York; Minera NYCO S.A. de C.V. with operations near Hermosillo in the north-western state of Sonora, Mexico; and American Tripoli, Inc. with operations near Seneca, Missouri;

NYSEmeans the New York Stock Exchange Inc.;

Old FCLmeans Fording Coal Limited.  Old FCL was the principal operating subsidiary of Old Fording prior to the effective date of the 2003 Arrangement.  Pursuant to the 2003 Arrangement, Old FCL and Old Fording were wound up into 4123212 Canada Ltd. which then changed its name to Fording Inc.;

Old Fordingmeans Fording Inc. as it was constituted prior to the effective date of the 2003 Arrangement.  Pursuant to the 2003 Arrangement, Old FCL and Old Fording were wound up into 4123212 Canada Ltd., which then changed its name to Fording Inc.  Prior to the completion of the 2003 Arrangement, Old Fording was a public company in Canada and the United States and its securities were listed on the TSX and the NYSE.  The Trust is the successor issuer to Old Fording;

OTPPmeans Ontario Teachers Pension Plan Board, a non-share capital corporation existing under the laws of Ontario;

Partnersmeans the partners of Elk Valley Coal, on December 31, 2005, being Fording LP, Teck GP, and QCP and Partner means any one of the Partners;



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Partnership Distributable Cash in respect of any period means without duplication:

(a)

all cash received by Elk Valley Coal in the period from any source including cash generated by coal sales, cash received from the disposition of assets, decreases in non-cash working capital, proceeds from debt incurred and proceeds from the contributions of Partners,

plus

(b)

cash balances on hand at the beginning of the period,

less

(c)

all cash payments of any kind made in the period by Elk Valley Coal including operating and administration expenses, increases in non-cash working capital, capital expenditures (excluding those financed by capital leases), capital lease expenses, interest expenses and repayment of debt,

less

(d)

the amount of allocations to authorized reserves,

provided that reasonable use will be made of Elk Valley Coal's operating lines for working capial purposes.  An authorized reserve is generally a reserve for reasonably anticipated cash requirements that is authorized by a Special Resolution of the Partners;

Partnership Sustaining Capital Expendituresmeans expenditures in respect of additions, replacements or improvements to property, plant and equipment required to maintain Elk Valley Coals business operations;

POSCANmeans POSCO Canada Ltd., an affiliate of POSCO;

POSCO means Pohang Iron and Steel Corporation, a Korean steel maker;

Prairie Operationsmeans the thermal coal business of Old Fording.  These operations were substantially comprised of Old Fordings joint venture interest at Genesee, its contract mining operations at the Whitewood and Highvale mines in Alberta and its holdings of mineral properties and rights in Alberta, Manitoba and Saskatchewan.  Pursuant to the 2003 Arrangement, the Prairie Operations were sold to an affiliate of OTPP and Sherritt;

Principal Unitholdersmeans at the time of the 2003 Arrangement, Teck Cominco, Westshore, Sherritt and OTPP (and their respective affiliates that own Units) and, at the time of this Annual Information Form, Teck Cominco and OTPP;

QCPmeans The Quintette Coal Partnership, a general partnership existing under the laws of British Columbia and an affiliate of Teck Cominco;

SEC Guide 7means United States Securities and Exchange Commission Guide 7  Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations;

SEDARmeans the Canadian System for Electronic Document Analysis and Retrieval;

Sherrittmeans Sherritt International Corporation, a corporation existing under the laws of New Brunswick;

Sherritt Coal Partnership IImeans the general partnership formed under the laws of Ontario, the two partners of which are wholly owned subsidiaries of each of OTPP and Sherritt;

Special Resolution of the Partners means a special resolution of the Partners of Elk Valley Coal holding not less than 95% of the outstanding Distribution Entitlements, in respect of certain significant matters regarding Elk Valley Coal;



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Tax Actmeans the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.), as amended;

TBCImeans Teck-Bullmoose Coal Inc., a corporation existing under laws of British Columbia and a wholly owned subsidiary of Teck Cominco;

Teck Comincomeans Teck Cominco Limited, a corporation existing under the laws of Canada;

Teck Cominco Coal Partnershipor Teck GPmeans the Teck Cominco Coal Partnership, which is an affiliate of Teck Cominco, a general partnership existing under the laws of British Columbia, and the managing partner of Elk Valley Coal;

Trustmeans Fording Canadian Coal Trust, an open-ended mutual fund trust created pursuant to the Declaration of Trust and governed by the laws of Alberta;

Trusteemeans a trustee of the Trust;

TSXmeans the Toronto Stock Exchange;

Unitmeans a trust unit of the Trust;

Unitholdermeans a holder of one or more Units;

Unitholder Rights Planmeans the Unitholder rights plan implemented by the Trust on completion of the 2003 Arrangement;

Westshoremeans Westshore Terminals Income Fund, an open-ended trust existing under the laws of British Columbia; and

Westshore Terminals means the terminal operated by Westshore Terminals Ltd. at Roberts Bank.



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APPENDIX B:  GLOSSARY OF TECHNICAL TERMS

BCM means bank cubic metre, which represents one cubic metre of material measured prior to disturbance;

calorific value represents the heat energy released on combustion of a unit quantity of fuel under specific conditions;

clean coal means the tonnage of coal remaining after mining and processing losses but including coal used in plant operations;

coal year means the twelve-month period commencing on April 1st and ending on March 31st  of the following year;

coke means the substance formed when coking coal is heated in a coking oven to a very high temperature in the absence of air;

fee simple means the most absolute and unqualified interest that can be held in land and indicates that the owner is free to hold the land in perpetuity and transfer it without hindrance;

freehold lease means an interest in land granted by an entity which owns the land in fee simple;

ISO means the International Organization for Standardization, a worldwide federation of national standards bodies;

kJ/kg means kilojoules per kilogram, a metric unit of measure used to describe the amount of heat released on combustion of one kilogram of combustible material, such as coal, under specific conditions;

metallurgical coal means the various grades of coal suitable for making steel, such as coking coal, which is used to make coke and PCI coal, which is used in the steelmaking process for its calorific value;

overburden means materials that overlie a mineral deposit;

PCI means coal that is pulverized and injected into a blast furnace.  Those grades of coal used in the PCI process are generally non-coking.  However, since such grades are utilized by the metallurgical industry, they are considered to be a metallurgical coal.  PCI grade coal is used primarily as a heat source in the steelmaking process in partial replacement for high quality coking coals which are typically more expensive;

pit means an open excavation from which the raw mineral being mined is extracted;

preparation plant means a facility for crushing, sizing and washing coal to prepare it for sale;

raw coal means coal that has been removed or exposed for removal from a mine, but that has not been processed in a preparation plant;

seaborne metallurgical coal means metallurgical coal that is exported by ocean going ships from the producing country to the consuming country and seaborne hard coking coal means a type of metallurgical coal used primarily for making coke in integrated steel mills;

shovel means a large electric or diesel powered machine used in the open-pit mining process to remove and load overburden or coal;

strip ratio means the ratio of the volume of overburden moved to the tonnage of coal produced, measured in terms of BCM of overburden per tonne of coal produced.  A lower strip ratio is an operational advantage because less overburden has to be removed in order to expose the raw coal;



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thermal coal means coal that is used primarily for its heating value.  Thermal coal tends not to have the carbonization properties possessed by metallurgical coals.  Most thermal coal is used to produce electricity in thermal power plants;

tonne means a metric tonne, which is approximately 2,205 pounds, as compared to a short ton or net ton, which is 2,000 pounds, or a long ton or British ton, which is 2,240 pounds.  Unless expressly stated otherwise, the metric tonne is the unit of measure used in this document;

tonnes of coal means, unless expressly stated otherwise, tonnes of clean coal (coal that has been processed in a preparation plant);

tripoli is a naturally occurring microcrystalline form of silica used in a variety of industrial applications;

truck and shovel mining is an open-pit mining method that utilizes shovels and large trucks to remove overburden from above the coal seam.  The coal is then loaded with shovels or loaders and hauled out of the pit in large trucks;

wollastonite is a naturally occurring calcium silicate used in a variety of industrial applications.





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APPENDIX C:  DEFINITIONS OF MINERAL RESERVES AND MINERAL RESOURCES

Introduction

Fording Canadian Coal Trust is a reporting issuer in Canada and is subject to Canadian securities laws.  These laws require that mineral deposits be reported in accordance with NI 43-101.  NI 43-101 specifies the terms to be used in describing certain types of mineral deposits and the work required to be undertaken before certain of such terms may be used.  Units are listed on the New York Stock Exchange and therefore the Trust is also subject to the jurisdiction of the Securities and Exchange Commission (the SEC).  In particular, the SEC requirements with respect to the terms to be used when describing certain types of mineral deposits, and the work that must be undertaken before those terms can be used are set out in SEC Guide 7.  When estimating and reporting mineral deposits including coal, NI 43-101 requires the application of the Canadian Institute of Mining, Metallurgy and Petroleum CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended (the CIM Standards).

Part One  NI 43-101 (CIM Standards)

All mineral reserves and mineral resources are estimated and reported as outlined in the CIM Standards.

Under the CIM Standards, the distinction between a mineral reserve and a mineral resource is that mineral reserves have been demonstrated by at least a preliminary feasibility study to be economically recoverable whereas mineral resources have not.  Mineral resources are required to have only reasonable prospects for economic extraction. Accordingly, a mineral resource (unlike a mineral reserve) does not have demonstrated economic viability and may not currently be economically viable.  For the purposes of calculating mineral reserves, economic viability is determined by reference to current economic conditions.

Mineral reserves and mineral resources are classified further according to the degree of certainty of existence.  Mineral reserves are classified as proven mineral reserves and probable mineral reserves.  Mineral resources are categorized as measured, indicated and inferred mineral resources.

Mineral Reserves versus Mineral Resources

A mineral resource is the occurrence of a mineral in a form, amount and quality that it has a reasonable prospect for economic extraction but which has not been economically evaluated by a feasibility study or which does not meet current economic or technical criteria for mining.  Mineral resources are upgraded to mineral reserves after a preliminary feasibility study shows that the mineral resource is anticipated to be economically mineable and there are no known legal impediments to mining the mineral.

Proven and Probable

A proven mineral reserve is the economically mineable part of the measured mineral resource demonstrated by at least a preliminary feasibility study.  A probable mineral reserve is the economically mineable part of the indicated mineral resource and, in some cases, the measured mineral resource, demonstrated by at least a preliminary feasibility study.  A preliminary feasibility study must include information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.  A probable mineral reserve has a lower level of confidence than a proven mineral reserve.

Measured and Indicated

A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with a high level of confidence.

An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with confidence.

An indicated mineral resource has a higher level of confidence than an inferred mineral resource but has a lower level of confidence than a measured mineral resource.



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The estimates of measured and indicated mineral resources are based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pit, workings and drill holes that are spaced closely enough to confirm geological and grade continuity.

Inferred

An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling, and reasonably assumed, but not verified, geological and grade continuity.  The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pit, workings and drill holes.  Due to the uncertainty attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource or that it is economically or legally mineable.  An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource.  Accordingly, inferred mineral resources are excluded from estimates forming the basis of feasibility or other economic studies and cannot become part of a mineral reserve without first being upgraded to a measured or indicated mineral resource.

Part Two  SEC Guide 7 Definitions

Reserve

SEC Guide 7 defines a Reserve as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

Proven Reserves

SEC Guide 7 defines a Proven Reserve as a reserve for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

Probable Reserves

SEC Guide 7 defines a Probable Reserve as a reserve for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced.  The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.





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APPENDIX D:  FORDING CANADIAN COAL TRUST
AUDIT COMMITTEE CHARTER

The term Trust herein shall refer to Fording Canadian Coal Trust and the term Board shall refer to the board of trustees of the Trust.

PURPOSE

The Audit Committee (the Committee) is a standing committee appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting including responsibility to:

·

oversee the integrity of the Trusts financial statements and financial reporting process of the Trust and its subsidiaries, including the audit process and the Trusts internal accounting controls and procedures and compliance with related legal and regulatory requirements;

·

oversee compliance with legal and regulatory requirements;

·

oversee the qualifications and independence of the external auditors;

·

oversee the work of the Trusts financial management, internal audit function and external auditors in these areas; and

·

provide an open avenue of communication between the external auditors, the internal auditors, the Board, the board of directors of Fording ULC and the officers (collectively,Management) of the Trust, Fording ULC and the Elk Valley Coal Partnership (the Partnership).

In addition, the Committee will review and/or approve any other matter specifically delegated to the Committee by the Board.

COMPOSITION AND PROCEDURES

In addition to the procedures and powers set out in the resolution of the Board establishing this Committee, the Committee will have the following composition and procedures:

Composition

The Committee shall consist of no fewer than three members.  None of the members of the Committee shall be an officer or employee of the Trust, Fording ULC or any of its subsidiaries or the Partnership or any of its subsidiaries and each member of the Committee shall be an Independent Trustee (as defined in the Declaration of Trust of the Trust) and an independent trustee (in accordance with the definition of independent director from time to time under the requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the Trusts units are listed for trading); provided that the fact that a trustee is also a director of Fording Inc. will not disqualify the trustee from being a member of the Committee provided that the trustee would otherwise be eligible to be a member of the Committee.  The Chair of the Board/CEO shall be invited to attend meetings of the Committee.

Appointment and Replacement of Committee Members

Any member of the Committee may be removed or replaced at any time by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a trustee.  The Board may fill vacancies on the Committee by election from among its number. The Board shall fill any vacancy if the membership of the Committee is less than three trustees or the Committee does not have at least one member with accounting or related financial expertise.  If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all of its power so long as a quorum remains in office.  Subject to the foregoing, the members of the Committee shall be elected by the Board annually and each member of the Committee shall hold office as such until the next annual meeting of unitholders after his or her election or until his or her successor shall be duly elected and qualified.



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Financial literacy

All members of the Committee must be financially literate (as that term is interpreted by the Board in its business judgment or as may be defined from time to time under the requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the Trusts units are listed for trading) or must become financially literate within a reasonable period of time after his or her appointment to the Committee.  At least one member of the Committee must also have accounting or related financial expertise as that term is defined from time to time under the requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the Trusts securities are listed for trading or, if it is not so defined, as that term is interpreted by the Board in its business judgment.

Service on Multiple Audit Committees

If a Committee member serves on more than three public issuer audit committees, the Board must determine that such service would not impair the ability of the member to effectively serve on the Committee and may disclose such determination in the annual proxy statement.

Separate Executive Meetings

The Committee shall meet at least once every quarter, and more often as warranted, with the Chief Financial Officer(s) of the Partnership, Fording ULC and the Trust, the head of the internal audit function of such entities, if other than the Chief Financial Officer, and the external auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believes should be discussed privately.

Professional Assistance

The Committee may retain special legal, accounting, financial or other consultants to advise the Committee at the Trusts expense.

Reliance

Absent actual knowledge to the contrary (which shall be promptly reported to the Board), each member of the Committee shall be entitled to rely on (i) the integrity of those persons or organizations within and outside the Trust from which it receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations and (iii) representations made by Management and the external auditors, as to any information technology, internal audit and other non-audit services provided by the external auditors to the Trust and its subsidiaries.

Review of Charter

The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board.  The Committee shall evaluate its performance with reference to this Charter annually. The Committee will approve the form of disclosure of this Charter on the Trusts website and, where required by applicable securities laws or regulatory requirements, in the annual proxy circular or annual report of the Trust.

Delegation

The Committee may delegate from time to time to any person or committee of persons any of the Committees responsibilities that lawfully may be delegated.

Reporting to the Board

The Committee shall report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.



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Committee Chair Responsibilities

The primary responsibility of the Committee Chair is to provide leadership to the Committee to enhance its effectiveness.  In such capacity, the Committee Chair will schedule meetings of the Committee, organize and present agendas for Committee meetings, oversee the distribution of information to the Committee sufficiently in advance of the meeting, preside over Committee meetings and report to the Board on Committee matters.

SPECIFIC MANDATES OF THE COMMITTEE

The Committee shall:

I.

In Respect of the External Auditors

(a)

review the performance of the external auditors who shall report directly to the Committee and who are accountable to the Committee and the Board as the representatives of the unitholders, including the lead partner of the independent auditor team and make recommendations to the Board as to the reappointment or appointment of the external auditors of the Trust to be proposed in the Trusts proxy statement for unitholder approval, but shall not have authority to terminate the external auditors without the approval of unitholders of the Trust;

(b)

review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendation to the Board;

(c)

approve the terms of engagement and the compensation to be paid by the Trust to the external auditors;

(d)

review the independence of the external auditors, including a written report from the external auditors respecting their independence and consideration of applicable auditor independence standards;

(e)

approve in advance all permitted non-audit services to be provided to the Trust or any of its affiliates by the external auditors or any of their affiliates, subject to any de minimus exception allowed by applicable law; the Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals required by this subsection;

(f)

if the Committee approves an audit service within the scope of the engagement of the external auditor, such audit service shall be deemed to have been pre-approved for purposes of this subsection;

(g)

review the disclosure with respect to its pre-approval of audit and non-audit services provided by the external auditors;

(h)

approve guidelines for the hiring by the Trust of employees or former employees of the external auditors;

(i)

review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues;

(j)

review a report describing:

(i)

all critical accounting policies and practices to be used in the annual audit;



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(ii)

all alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and

(iii)

other material written communication between the external auditors and Management, such as any management letter or schedule of unadjusted differences;

(k)

review with the external auditors and Management the general audit approach and scope of proposed audits of the financial statements of the Trust and Fording ULC and its subsidiaries, the objectives, staffing, locations, co-ordination and reliance upon Management in the audit, the overall audit plans, the audit procedures to be used and the timing and estimated budgets of the audits;

(l)

review the interim review engagement report of the external auditors before the release of interim financial statements; and

(m)

discuss with the external auditors any difficulties or disputes that arose with Management or the internal auditors during the course of the audit, any restrictions on the scope of activities or access to requested information and the adequacy of Managements responses in correcting audit-related deficiencies.

II.

In Respect of Financial Disclosure

(a)

review with the external auditors and Management:

(i)

the audited financial statements and the notes and Managements Discussion and Analysis relating to such financial statements, the annual report, the financial information of the Trust contained in any prospectus or information circular or other disclosure documents or regulatory filings of the Trust and make recommendations to the Board for their approval;

(ii)

the interim financial statements and the notes and Managements Discussion and Analysis relating to such financial statements and approve their release to the public;

(iii)

the quality, appropriateness and acceptability of the Trusts accounting principles and practices used in its financial reporting, changes in the Trusts accounting principles or practices and the application of particular accounting principles and disclosure practices by Management to new transactions or events;

(iv)

all significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including the effects of alternative methods within generally accepted accounting principles on the financial statements and any second opinions sought by Management from an independent or other audit firm or advisor  with respect to the accounting treatment of a particular item;

(v)

the effect of regulatory and accounting initiatives on the Trusts financial statements and other financial disclosures;

(vi)

any reserves, accruals, provisions or estimates that may have a significant effect upon the financial statements of the Trust;

(vii)

the use of special purpose entities and the business purpose and economic effect of off balance sheet transactions, arrangements, obligations, guarantees and other relationships of the Trust and their impact on the reported financial results of the Trust;



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(viii)

any legal matter, claim or contingency that could have a significant impact on the financial statements, the Trusts compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed in the Trusts financial statements;

(ix)

review the treatment for financial reporting purposes of any significant transactions which are not a normal part of the Trusts operations; and

(x)

the use of any pro forma or adjusted information not in accordance with generally accepted accounting principles.

(b)

review and resolve disagreements between Management and the external auditors regarding financial reporting or the application of any accounting principles or practices;

(c)

review earnings news releases, as well as financial information and earnings guidance provided to analysts and ratings agencies, it being understood that such review may, in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made) and that the Committee need not discuss in advance each earnings release or each instance in which the Trust gives earning guidance;

(d)

periodically assess procedures for the review of disclosure of financial information extracted or derived from the financial statements, other than the disclosure referred to in (a)(i) and (ii) above;

(e)

establish and monitor procedures for the receipt and treatment of complaints received by the Trust regarding accounting, internal accounting controls or audit matters and the anonymous submission by employees of concerns regarding questionable accounting or auditing matters and review periodically with Management and the internal auditors these procedures and any significant complaints received;

(f)

if requested by the Board, receive from the President and the Chief Financial Officer of the Trust a certificate certifying in respect of each annual and interim report the matters such officers are required to certify in connection with the filing of such reports under applicable securities laws and receive and review disclosures made by such officers about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving Management or persons who have a significant role in the Trusts internal controls; and

(g)

review and discuss the Trusts major financial risk exposures and the policy steps Management has taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities.

III.

In Respect of Insurance

(a)

review annually insurance programs relating to the Trust and its investments.

IV.

In Respect of the Internal Audit Function

(a)

determine the appropriate function for the Trust and oversee its processes and the terms of compensation for any individuals engaged in such function.

V.

In Respect of Internal Controls

(a)

review the adequacy and effectiveness of the Trusts internal accounting and financial controls based on recommendations from Management and the external auditors for the improvement of accounting practices and internal controls;

(b)

review annually a report on senior officer expenses;



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(c)

oversee compliance with internal controls; and

(d)

periodically review and assess the Joint Code of Business Conduct in light of reports from Management on compliance and other reports received pursuant to the Whistleblower Hotline program and other procedures for the receipt, retention, and treatment of complaints received by the issuer.

VI.

In Respect of Internal Controls

(a)

review, discuss with Management and, to the extent the Audit Committee deems necessary or appropriate, the internal auditor and the external auditor, the Corporations disclosure controls and procedures and make recommendations to the Board respecting the Trusts disclosure controls and procedures.  More particularly, the Audit Committee shall:

(i)

discuss and review Managements annual evaluation of the effectiveness of disclosure controls and procedures;

(ii)

discuss with Management at least annually the guidelines and policies utilized with respect to financial, fraud and disclosure risk assessments; and

(iii)

receive updates from Management, including copies of any correspondence with securities regulators regarding financial reporting or disclosure matters.

OVERSIGHT FUNCTION

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Trusts financial statements are complete and accurate or are in accordance with GAAP and applicable rules and regulations.  These are the responsibilities of Management and the external auditors.  The Committee, its Chair and any Committee members identified as having accounting or related financial expertise are members of the Board of the Trust, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Trust, and are specifically not accountable or responsible for the day to day operation or performance of such activities.  Although the designation of a Committee member as having accounting or related financial expertise for disclosure purposes is based on that individuals education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and as a Board in the absence of such designation.  Rather, the role of a Committee member who is identified as having accounting or related financial expertise, like the role of all Committee members, is to oversee the process, not to certify or guarantee the internal or external audit of the Trusts financial information or public disclosure.



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