Ladies and gentlemen, thank you for standing by. Welcome to the Teck Resources conference call. At this time, all participants are in listen-only mode. Later, we will conduct a question and answer session. To join the question queue, press star then one on your telephone keypad. Should anyone need assistance during the conference call, they may signal an operator by pressing star then zero. This conference call is being recorded on Tuesday, November 14th, 2023. I would now like to turn the conference over to Fraser Phillips, Senior Vice President, Investor Relations and Strategic Analysis. Please go ahead. Thanks, Jaylene. Good morning, everyone, and thank you for joining us on short notice today for Teck's conference call to discuss the sale of our steelmaking coal business. We announced the full sale of our steelmaking coal business last night. That sale to Glencore and Nippon Steel. A presentation on the transaction is available in the investor section of our website at teck.com. On today's call, Jonathan Price, our CEO, will walk through the presentation to discuss the objectives, structure, and benefits of the transaction and outline how it will position Teck Resources to realize the full potential of our base metal business. We will then conclude the session with a question and answer session. Please note, today's call contains forward-looking statements. Various risks and uncertainties may cause actual results to vary. Teck does not assume the obligation to update any forward-looking statements. Please refer to Slide two for the assumptions underlying our forward-looking statements. In addition, we will reference various non-GAAP measures throughout this call. Explanations and reconciliations regarding these measures can be found in our latest MD&A and quarterly press release on our website. With that, I will turn the call over to Jonathan. Thanks, Fraser, and good morning, everyone. Thank you for joining us today to share this important milestone for Teck. For some time now, we've been discussing the significant benefits to be realized by separating Teck's steelmaking coal and base metals businesses. Today, after considering a range of alternatives through a comprehensive and competitive process, we've announced an agreement for a full sale of Teck's steelmaking coal business, with Glencore acquiring a majority interest in Elk Valley Resources, or EVR, at an implied enterprise value of $9 billion, and Nippon Steel Corporation acquiring a minority interest. This transaction is a catalyst to refocus Teck as a Canadian-based critical minerals champion and unlock potential value upside by ensuring Teck is well-capitalized to realize value from our extensive portfolio of copper growth options, deliver strong returns to our shareholders while maintaining a robust balance sheet. Glencore has committed to strong undertakings to ensure continued socially and environmentally responsible operations and generate enhanced benefits for Canada, the province, and the employees, communities, and Indigenous peoples of the Elk Valley. Before we delve into the specifics of the sale, I'd like to take a moment to provide additional context on the process that led us to this decision. In April, our shareholders told us they favored the separation of our steelmaking coal business from our base metals business, and that it should be simple and complete. In June, we confirmed that we had received a number of inbound indications of interest regarding various forms of potential transactions involving the steelmaking coal business and committed to undertaking a comprehensive and thorough process to determine the best way to effect that separation. Special committee and the full board have spent considerable time reviewing the extensive shareholder feedback we've received and evaluating the various proposals with a focus on achieving several key objectives, which include achieving a full separation of our base metals and steelmaking coal businesses, ensuring Teck is well-capitalized to pursue our copper growth potential, realizing fair value from our steelmaking coal business for our shareholders, and maintaining social and environmental commitments to our stakeholders. As a result of that process, we concluded that this transaction with Glencore, in cooperation with NSC, provides Teck shareholders with the cleanest separation for the highest value and the greatest proceeds, while also supporting continued responsible operation of the steelmaking coal assets for the long term, thus checking the box against each of our objectives. We are confident that this is the best path forward for Teck and our shareholders. To turn into the transaction on Slide four, Glencore will acquire a 77% controlling interest in EVR at an implied enterprise value of US$9 billion on a 100% basis and become the operator of the Elk Valley steelmaking coal mines. Nippon Steel Corporation will acquire a 20% interest in EVR at an implied enterprise value of US$8.5 billion, including the exchange of their 2.5% interest in the Elkview operations. At the same time, POSCO intends to exchange its 2.5% interest in the Elkview operations and its 20% interest in the Greenhills joint venture for a 3% interest in EVR. The participation of NSC and POSCO in the transaction provides additional benefits to EVR and to Teck by cementing long-term business partnerships between these parties and EVR and accelerating a portion of the cash proceeds that Teck will receive. Overall, the implied total transaction value equates to US$8.9 billion. Teck will continue to operate the steelmaking coal business and retain all interim cash flows from EVR until the close of the transaction with Glencore. Following the closing of that transaction, Teck will have no further financial interest in EVR. Closing of the transactions is subject to customary conditions and the receipt of relevant regulatory and competition approvals. These transactions are not interconditional. As part of the process leading to this agreement, we negotiated strong commitments from Glencore to create enhanced benefits and ensure responsible stewardship of operations. We are confident in securing the necessary approvals required to close this transaction, and we will work closely with Glencore to ensure a smooth transition of ownership. The transaction with NSC is expected to close in the first quarter of 2024, and the transaction with Glencore is expected to occur in the third quarter of 2024. Slide five outlines the transaction value and proceeds to Teck. The implied total transaction value is US $8.9 billion, including the consolidation of minority interests. We expect to receive cash proceeds from the transaction totaling US $8.6 billion, comprising $6.9 billion from the sale to Glencore and $1.7 billion from the transactions with the minority partners. As I noted earlier, Teck will retain interim cash flows generated by EVR until the close of the transaction with Glencore, expected in Q3 2024, estimated at US $1 billion. In total, Teck is expected to receive an aggregate of US $9.6 billion in cash through and at closing. As illustrated on slide six, the implied total transaction value for the sale of EVR is 3.8 times on a 2024 consensus coal EBITDA, or 5.5 times on 2025 estimates. This implies a compelling valuation relative to publicly listed metallurgical coal companies, the median of which currently trade at 3.2 times and 3.6 times on 2024 and 2025 EBITDA estimates. The use of transaction proceeds is outlined on slide seven. First, we expect to reduce gross debt with a target to maintain investment-grade credit metrics. Second, we expect to return significant cash to shareholders, with the board to determine the amount and form of the cash return following the close of the transaction. Additionally, we will retain cash on the balance sheet to fund ongoing copper growth opportunities, ensuring we focus on execution to de-risk project delivery whilst driving strong returns. Finally, we expect to incur taxes related to the transaction approximating $750 million payable in the first quarter of 2025 after the completion of the transaction. As shown on slide eight, Teck remains committed to our capital allocation framework. The significant upfront cash proceeds from this transaction will strengthen our balance sheet and ensure we are well capitalized to realize value from our base metals business while delivering strong returns to our shareholders. Looking ahead, QB is expected to generate significant additional EBITDA and free cash flow at full production, which will further build on our financial resilience. As demand for copper continues to rise and constraints on new supply persist, so will the value of high-quality, low-cost copper assets. Slide nine articulates why we believe Teck warrants a premium valuation. With the announcement today, as QB ramps up to full production, Teck is well-positioned as a leading pure-play base metals company. We are already a top 10 copper producer in the Americas with a premium portfolio of producing assets in stable jurisdictions, and we have the most attractive suite of copper growth options in the industry. Our industry-leading production growth has the potential to unlock significant value upside for our shareholders. Teck's extensive portfolio of copper projects is underpinned by a solid foundation in long-life producing assets that generate strong cash flow, including Antamina in Peru, Highland Valley Copper in British Columbia, and Red Dog in Alaska. Turning to slide 10, Quebrada Blanca, or QB, is a transformational asset for Teck and a cornerstone of our copper portfolio for decades to come. The team and I had the pleasure to host a number of our investors and analysts on a visit to QB last week to witness firsthand this world-class tier 1 asset with fully integrated infrastructure. As I mentioned when we reported our Q3 results, despite the CapEx increase, we're pleased with the ramp-up and strong asset performance to date at QB. Concentrator is performing well, and we are producing quality copper concentrates with multiple consecutive days at or above design throughput levels. We have maintained a deliberate focus on both throughput and recovery to ensure we maximize the benefit we extract from the ore, and we continue to expect to achieve full rates by year-end. In total, Teck is expected to deliver consolidated copper production growth of more than 130% through 2025, compared to our copper peers at 7% and diversified peers at 24%. Importantly, QB's low-cost position will propel Teck into the first quartile on the copper cost curve and enable us to deliver meaningful cash flow and earnings growth. Beyond QB2, we have the potential to deliver 1 million tons of annual production by the end of the decade and drive significant value creation for our shareholders. As you can see on slide 11, Teck has several significant near-term development options, including San Nicolás, Zacual, QB asset expansion, and the mine life extension at Highland Valley, all of which are simpler and lower in complexity and scope in comparison to QB2. There is significant work underway to advance the development of each of these projects. While it's early days, we're encouraged by the early performance data at QB, as noted earlier. The mills are performing well, and in particular, the lower-than-planned power draw from the SAG mills presents potential opportunities for optimization and debottlenecking. We will ensure we have a clear understanding of the full capability of QB's currently installed infrastructure before determining the most capital-efficient and highest return configuration for a future expansion. We continue to progress the optimal path to value for each of our assets, with a focus on de-risking project delivery. This involves building out our teams, advancing engineering, design, execution, and contracting strategies while evaluating our development sequence options. Slide 12 provides a full view of our unrivaled suite of copper growth opportunities, diversified by geography, scale, and time to development. We continue to make prudent investments to advance our next phase of growth, with a focus on generating strong financial returns by de-risking project delivery, both financially and operationally, through a partnership approach, such as in the case of San Nicolás. It is important to note, however, that we do not expect to sanction new development projects for a minimum of 12 months. We will first conduct a detailed review of the QB2 project, utilizing third-party expertise to ensure all lessons learned are fully incorporated before we move forward with any new development project. Turning to slide 13. As part of this transaction, we remain committed to ensuring the continued responsible operation of the steelmaking coal assets. As I noted earlier, as part of the transaction agreement, Glencore has committed to a comprehensive suite of strong undertakings to ensure continued socially and environmentally responsible operations and generate enhanced benefits for Canada, the province, and the communities in the Elk Valley. This includes, among other commitments, establishing a Canadian head office in Vancouver, maintaining strong employment levels, increasing local investments, and implementing nature positive and net zero goals. Glencore's commitments will ensure responsible operation of the steelmaking assets in the Elk Valley for the long term while providing enhanced benefits to all EVR stakeholders. EVR is a fantastic business, and Glencore and NSC's ownership will ensure a resilient, strong EVR going forward. In closing, today's announcement marks a major step forward for Teck. This transaction achieves a simple and full separation of our base metals and steelmaking coal businesses. We are confident this is the best path forward for our company and our shareholders. The significant upfront cash proceeds ensure Teck is well capitalized to realize value from our extensive portfolio of copper growth projects, deliver strong returns to our shareholders while maintaining a robust balance sheet. As we work towards close of the transaction with Glencore in the third quarter of 2024, we expect to benefit from significant incremental cash flow from EVR. As I said at the AGM, my job is all about creating value for shareholders. This transaction is a big step forward. We are very pleased to reach this outcome for a full separation, successfully setting up Teck for long-term value creation. We look forward to unlocking significant value upside for our shareholders as we embark on our next chapter as a Canadian-based pure-play critical metals champion. With that, I'll turn it back to the operator and open up the line for questions. Thank you. To join the question queue, please press star then one on your touch-tone phone. You will hear a tone acknowledging your request. We ask that you please limit yourself to one question and one follow-up. If you're using a speakerphone, please ensure you lift the handset before pressing any keys. If you wish to remove yourself from the question queue, you may press star then two. Our first question is from Carlos de Alba with Morgan Stanley. Please go ahead. Yeah. Thank you. Good morning, Jonathan and team. First question I have is regarding the tax payment of $750 million. Could you please provide a little bit more color as to what exactly these tax payments include? Is this capital gains or any other sort of taxes? That would be very useful. I will have a follow-up after that, Jonathan. Yeah, Carlos, those tax payments are essentially capital gains on the sale. All right. At this point, is this the full tax liability that you foresee from this transaction? Yes, it is. Yes. Right. Thank you. Just a follow-up is on the 1 billion cash flows that you expect to collect during this time and the time of the closing. What are the assumptions in terms of coal prices that you are embedding in that $1 billion calculation? Yeah. Crystal, would you like to comment on the basis for that, please? It is an estimate, of course, Carlos, between now and then. Crystal? Yeah, Carlos. Hi. Thanks for the question. Just in terms of the coal price and effect, both of those are based on consensus pricing. We can circle back with you after on the specifics. Right. Thank you very. They aren't estimates, they're consensus. You should just Sorry, Helen's pinging me now. $250 a ton for coal pricing. All right. Thank you very much. I appreciate it. You're welcome. The next question is from Liam Fitzpatrick with Deutsche Bank. Please go ahead. Good morning, Jonathan and team. Congrats on the deal. First question, I'll have one follow-up. The first question is just to clarify which liabilities are going to be transferred with EVR. My understanding is there's around $1 billion U.S. of rehab provisions, but are there any other material balance sheet movements we should think about, whether that's provisions or deferred tax liabilities? Thank you. At the headline level there, Liam, you have it right. Let me just ask Crystal if there's any further color on that. I think that is correct. The only thing I would say is you're referencing a U.S. dollar number. That reclamation liability is Canadian dollars, just over CAD 1 billion. I think the best reference I would give you is to look at the Carve-out financial statements that we published in our information circular in March for the first round of separation. There are details that split out the liabilities there, and I think that's a good proxy for you to use. Just on this point of tax, I think you covered it on the previous question. The tax on your coal cash flows next year, I assume that will be payable by Teck or a liability for Teck payable in early 2025. Is that the right way to think about it? Yeah. Yeah. The tax. Yes. Sorry, Crystal. Go on. That's right. We will pay tax on the cash flows that we earn in 2024. The $750 million is in relation to the transaction taxes. As a final quick one, just on the capital structure, is there any sort of steer you can give us at this point in terms of what the optimal net debt or balance sheet structure that you're aiming to run once this deal completes, just to give us a sense of kind of how to think about the shareholder returns post-deal completion? I'll leave that with you, Crystal, as well, just to discuss the approach to balance sheet and preferred leverage going forward. I think, generally, we want to be comfortably within investment-grade credit metrics through the cycle. That's sort of a range of 1.5-2.5 times, 2.5 being sort of at the higher end. Right now, our net debt to adjusted EBITDA is around 1 time. I think we would like to be just comfortably in that range. Okay. You wouldn't want to run a net cash position, is it fair to say that? Yes, that's fair. Okay. Thank you. Thanks, Liam. The next question is from Orest Wowkodaw with Scotiabank. Please go ahead. Hi. Good morning, congrats on the transaction. Couple of questions from my perspective. Just on this issue of the balance sheet, your debt is well-termed out and is pretty low cost, you've got the project-level debt at QB. What debt do you actually foresee paying down, is this more of an issue of just putting cash on the balance sheet to effectively just materially reduce your net debt? I think the answer is a bit of both, Orest, Crystal, if you'd like to talk a little bit more about how we're thinking about debt reduction in general terms. Sure. Hi, Orest. Look, I think for us, the reductions are, we haven't finalized them yet. We're going to be looking at near-term maturities and the debt that has higher interest rates, making sure we get sort of the most economic deployment of the debt reductions across our debt stack. As Jonathan noted, it'll be some combination of a higher cash balance and a reduction in debt. The cost, obviously, of the debt reductions and the interest savings is going to depend on what we take out. The other piece I would just note, certain of our public notes require make-whole premium, so we just want to make sure we're doing the most economic transactions. We'll communicate further once we've determined what that looks like. Okay. Can you confirm, is there a standstill agreement with Glencore at the corporate level? Curious, how long is it and when does it go into effect? Orest, yes, there is. It comes into effect at completion of the transaction with Glencore, and it's in place for 24 months. 24 months. Okay. Thank you. Finally, is there a break fee embedded in this transaction? Yes, there is. It's $400 million. Thank you. Yeah. Which is connected to ICA, Orest. The next question is from Lucas Pipes with B. Riley Securities. Please go ahead. Yeah. Hi. Thank you, operator, and good morning, everyone. This is Nick Giles asking a question on behalf of Lucas. Congratulations here. In the press release, you noted that the board will determine the amount and form of a significant capital return. Should we think about this as one within the current framework or something that could be outside of that framework? Thank you very much. Look, I think the framework very much applies here in that we look at the capital structure as we've just been discussing in terms of the right level of debt and cash on the balance sheet. We will have a view as to future cash that is required to fund some of the near-term copper projects that we've spoken about, and those are things such as San Nicolás, Zafranal, and the life extension of the Highland Valley copper mine here in British Columbia. Of course, the operation of the capital allocation framework is that a minimum of 30% of available cash flow is then returned to shareholders. There is, of course, discretion of the board then to return amounts in excess of that. As mentioned, that will be a determination that we take at or around completion of the transaction. By that point, of course, we'll know exactly the quantum of cash flows that we've received from the coal business in that interim period between today and completion. Of course, we'll have regard to the outlook for the business and the markets that we're trading in at that point in time. All of those things, as ever, will factor into our decision-making process. Thanks, Jonathan. That's helpful. Maybe just a quick follow-up. What level of cash do you anticipate to keep on the balance sheet, and then what SG&A savings would you anticipate at close of the transaction? I'll pass the latter question on to Crystal. For the former, as I mentioned, we'll be thinking about those projects that we have ready for investment in the near term. As I mentioned, we won't sanction any new development projects for at least 12 months to make sure we implement all the learnings from QB2 into future project decisions. We do have a suite of attractive and high-returning projects in various stages of completion of feasibility studies or permitting, which we think could be ready in the first quarter of 2025 for sanction. The thinking here is that we ensure that we have cash available to ensure that those projects are fully funded. Crystal, over to you on the question in relation to G&A, please. Just in the context of the portion of our G&A that would go to the coal business, I think you can use, again, I'll reference back to the Carve-out financial statements that we did as part of Project Kappa. I think that is, or sorry, in the context of our first separation, is a reasonable proxy. I think it's about 40% of the G&A would go over to the coal business. That's helpful. Appreciate the color and best of luck. Thank you. The next question is from Bill Peterson with JPMorgan. Please go ahead. Yeah, good morning, thanks for taking my questions. Can you give us a feel for what jurisdictions need to approve what countries? I assume maybe EU, U.K., U.S., what about China or India? Have you gotten any feedback already on this? Any early feedback? Yeah, there's actually 11 jurisdictions in which these approvals or antitrust approvals are required. Pretty early days at the moment, Bill, from a transaction perspective, no specific feedback at this point. Okay, thanks for that. Second one, you mentioned CapEx of CAD 2 billion over three years. Should we assume that's fairly linear for your portion that you need to fund the EVR through next year until the transaction is completed? Yeah, we will, of course, continue funding all CapEx until completion of the transaction here. We haven't guided to that at this point for 2024. Of course, beyond completion, Glencore will pick up all CapEx going forward, of course. Nothing specific and nothing unusual. We will continue, of course, with the investments we're making today, including the AMC project and including the investments that we're making in water treatment and water management infrastructure. Okay. Thanks, Jonathan. Thanks for clearing those up. Thanks, Bill. The next question is from Lawson Winder with Bank of America Securities. Please go ahead. Thank you very much, operator. Hello, Jonathan and Crystal. Thanks for the update today. I wanted to ask a similar question to the prior one, but just with respect to Investment Canada, I imagine your conversations with them have been very extensive over the past eight to nine months. What is your sense in terms of their views and concerns, and what is your comfort level with that approval? Yeah, look, we're obviously confident in receiving that approval, Lawson. We wouldn't have proceeded with the transaction if that wasn't the case. Glencore have put forward here a very comprehensive package of undertakings with enhanced benefits for EVR. As I mentioned, some of those are related to employment. They're related to future investment in the business, including in areas such as R&D and community investment, and they also relate to the social and environmental commitments and practices in relation to that business. Ultimately, we think that package of commitments is good for EVR, but also good for the province of British Columbia and good for Canada. Of course, that is the relevant test when it comes to the ICA approval. Fantastic. Great color. Wanted to ask about just the copper growth chart. We talk about it frequently on these calls, but just in light of the potentially enormous capital inflow that'll be coming from this transaction, the chart on slide 11 has indicated HVC 40, San Nicolás, Zafranal, sort of all starting and being sanctioned at the same time. Is there a world in which all will be sanctioned in construction at the same time? Just what are the moving parts around how ordering might be determined if in fact they won't be, which I don't think is the case. Thanks. Yeah, thanks, Lawson. Different styles of projects here. Highland Valley, being a brownfield at our existing operation, that one's 100% Teck. We consider that to be very low risk, given essentially that's a mine pushback and a relocation of some existing infrastructure. San Nicolás, of course, will be a project that's ultimately delivered by the San Nicolás joint venture, which as you know is 50/50 Teck and Agnico Eagle. That is a very simple, very low risk, low complexity, high returning project. Zafranal, of course, is 80% Teck and 20% Mitsubishi. Teck would take the lead on that project. If you look at the three of those, we've got sort of one greenfield that Teck would take the lead on, being Zafranal, one delivered by a joint venture, and one low-risk brownfield that's 100% Teck. From a QB asset expansion potential, as we spoke last week, our first priority on QB, of course, is getting that ramped up to full production, finishing all of the outstanding areas of construction, but demonstrating that that operation will run at the rates and the unit costs that we previously articulated. We will then really sweat that asset. It's a great plant. It's a great facility that we've built, but we need to understand the full potential of that before we consider the right scope of a potential further expansion. It's for that reason that you see the QB asset expansion a little bit further out here in the timeframe. I think it's safe to say that we certainly wouldn't be sanctioning the QB asset expansion and Zafranal at the same time. They are projects, given their scopes, that do need to be staggered and staged as you see it here. These are target sanction windows. Of course, we will only sanction projects if they offer high returns for our investors, and that will be the function of the feasibility study and the permitting work that is now ongoing. I think what you see on the slide here is a reasonable representation of how we might progress these projects in the future. If I could ask one more question, I would greatly appreciate it. Just wanted to get your thoughts on Teck's strategic positioning post closing this. To what extent might Teck have an appetite for acquisitions in the strategic metal space looking out a year? Thanks. Yeah, look, the primary focus, of course, is the development of this project pipeline, because we think it is unique and if done well, and if we make the right decisions around the right projects for the right sequence, we think that this can offer very strong returns to shareholders. Of course, on a go-forward basis, like all companies, I guess we'll continue to review the potential for strategic asset acquisitions. The primary focus and the primary cornerstone of our strategy is very much on realizing the value of this suite of projects that we've been developing and de-risking over many years. The next question is from Alex Terentiew with Stifel. Please go ahead. Hi, good morning, everybody. Congrats on getting this done. Just a two questions from me, just circling back on some past thoughts here. On the use of proceeds, I know the answer to this depends on a multitude of factors. Do you have an estimate of how much debt Teck could look to retire? I'm asking because at my estimates, at spot copper prices to maintain investment-grade credit rating and keep your net debt EBITDA in the range you noted there, Crystal, it doesn't look like you would need to repay much, if any. A second question, if I may, is on the regulatory front, I know this is early days, but to get this across the board, I'm just curious if you've engaged any regulators thus far to help structure the commitment that you're asking from Glencore and that they've proposed here. It was great to see that you guys have put those details out there. I'm just wondering what sort of engagement with the regulators there has been thus far, if any. Crystal, do you want to just talk to Alex's first question on the debt, please? Yeah, sure. Hi, Alex. I think we can't really be specific at this point. I think we want to obviously take the time, our board has to approve where the direction we're going in terms of the use of proceeds. As Jonathan said, we want to take into account the market conditions at the time of closing. We'll revert back once we have completed our analysis over the next few months. All right. Fair enough. Thanks. Yeah. On the engagement point, Alex, we've had what I would describe as normal course engagement with regulators and of course key players both at the provincial and federal level here. These commitments have been put together on the basis of extensive engagement with Glencore. We believe they're very well thought out, they're very robust, and they're comprehensive in their scope, essentially picking up all of the commitments that Teck has today and then enhancing those in a number of areas. Okay. That's a good way to put it. Thank you. Thanks, Alex. Our next question is from Chris LaFemina with Jefferies. Please go ahead. Hey, thanks for taking my question, and congratulations on the announcement from this morning. I just have a question back to the economics of this transaction. In the slide deck and the press release, and multiple times in this call, you've referred to the enterprise value of $9 billion. That really is just the equity value, right? Because that doesn't include the deferred tax liabilities or the shareholder loan or the environmental liabilities on EVR, right? It's actually that $9 billion U.S. plus the assumed liabilities, is that correct? Yeah, you're right. The numbers that we're using are simply a gross-up of Glencore's equity valuation of this to represent that $9. I'm trying to understand what the overall value of the purchase is. It's $9 billion plus. If we look at the carve-out balance sheet between the deferred tax liabilities, the environmental liabilities, and a shareholder loan, it's, I don't know, CAD 5.5 billion of liabilities on top of the $9 billion U.S. dollar implied equity value for the purchase, right? The question I would ask, first of all, is that right? It's $9 billion U.S. plus the CAD 5.5 billion Canadian liabilities from the balance sheet. I think the working capital is probably close to zero, so that would be the overall EV, $9 billion U.S. plus CAD 5.5 billion Canadian. The second question, that's based on the carve-out balance sheet from the end of 2022. How might that look by the time this deal closes in the third quarter of next year? Are you going to pay down a significant portion of those deferred tax liabilities? What portion of the shareholder loan gets paid down? What does the net liability to the buyer look like by the time the transaction closes? The first thing I would say is that the shareholder loan is entirely eliminated upon completion of this transaction. That won't be anything residual, post-completion. In addition to that, there are liabilities that Chris Gold previously spoke to associated with this. There has been or there is a deferred tax payment in relation to coal that has to be made in the first quarter of 2024, that we've signaled previously. Of course, that will be paid by Teck Resources because that is pre-completion of this transaction. I think Chris, there's a number of things that you've referenced there, being the shareholder loan and being some of the tax liabilities that will actually be not remaining in place upon completion of this deal. Okay. Thank you. We can take that offline. Yeah. Sorry, go on. The liability could be less than what's shown on the carve-out balance sheet, but there are incremental liabilities that are not included with the $9 billion purchase price. Yes. That's exactly right, Chris. Yes. Okay, cool. Thank you. That's all the time allocated for questions this morning. I'd like to hand the call back over to Mr. Price for closing remarks. Thank you. Look, I would like to thank you all for joining us on the call today, and I do want to take a moment to thank the entire Teck team. Throughout this process, the team has remained focused on continuing production of essential metals and minerals for our customers and partners with leading sustainability performance and keeping an unwavering focus on health and safety. We could not be more excited to reach today's conclusion to this process, and we look forward to sharing our progress as we refocus Teck as a Canadian-based global critical minerals champion. Thank you. This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.