FWP 1 fwp_081506.txt FILED PURSUANT TO RULE 433 =============================================================================== FILED PURSUANT TO RULE 433 REGISTRATION NO. 333-136641 AUGUST 15, 2006 TECK COMINCO LIMITED TREASURY OFFERING OF CLASS B SUBORDINATE VOTING SHARES PRELIMINARY TERMS & CONDITIONS - SUBJECT TO COMPLETION ================================================================================ ISSUER: Teck Cominco Limited ISSUE: Approximately 74 million Class B Subordinate Voting Shares ("Shares"). AMOUNT: Approximately C$5.725 billion. ISSUE PRICE: C$[o] / US$[o] per Share, to be priced in the context of the market. USE OF PROCEEDS: Net proceeds of the offering will be used to partially fund the acquisition of the shares of Inco Limited. LISTING: The shares trade on the Toronto Stock Exchange under the symbol "TCK.B" and on The New York Stock Exchange under the symbol "TCK". FORM OF OFFERING: Public offering in all provinces and territories of Canada by way of short form prospectus and in the United States by way of a registration statement filed pursuant to MJDS. FORM OF UNDERWRITING: Subject to an underwriting agreement to be executed on approximately August 23, 2006, containing mutually acceptable termination options (including "disaster out"; "regulatory out"; the absence of any adverse change with respect to the Issuer or Inco Limited that would be material and adverse to the Issuer and Inco Limited on a combined basis; and the fulfilment of the conditions contained in the Issuer's offer to purchase all of the outstanding common shares of Inco Limited (the "Inco Offer")) running to Closing. ELIGIBILITY FOR INVESTMENT: Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs and DPSPs. JOINT BOOKRUNNERS: BMO Capital Markets, Merrill Lynch Canada Inc., TD Securities Inc. and CIBC World Markets Inc. (and their respective U.S. and international affiliates). CLOSING CONDITION: The closing of the offering will be subject to all of the conditions of the Inco Offer having been satisfied or waived and the Issuer having announced that it will take up and pay for the shares deposited under the Inco Offer. PRICING: August 16, 2006 (prior to market open) EXPIRY OF INCO OFFER: On or about August 30, 2006 CLOSING OF ISSUE: Expected September 1, 2006 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BMO Capital Markets collect at 1-212-702-1969 or Merrill Lynch & Co., Inc collect at 1-212- 449-4600 or TD Securities collect at 1-212-827-7879 or CIBC World Markets Corp. collect at 1-212-667-7163. =============================================================================== [GRAPHICS OMITTED] BMO CAPITAL MARKETS MERRILL LYNCH TD SECURITIES CIBC WORLD MARKETS