Turquoise Hill Postpones Special Meeting of Shareholders to November 15, 2022
November 06 2022 - 9:36PM
Business Wire
Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) has postponed the special meeting of
Turquoise Hill shareholders (the “Special Meeting”) to November 15,
2022, at 10:30 a.m. (Eastern time) to consider the special
resolution to approve the proposed statutory plan of arrangement
pursuant to which, subject to the satisfaction or waiver of all
applicable conditions precedent, Rio Tinto International Holdings
Limited (“Rio Tinto”) will acquire the approximately 49% of the
issued and outstanding common shares of Turquoise Hill that Rio
Tinto and its affiliates do not currently own (the “Minority
Shares”) for C$43.00 per share in cash (the “Arrangement”). The
Special Meeting was originally scheduled for November 1, 2022 and
was subsequently postponed to November 8, 2022.
The postponement is at the request of Rio Tinto. Rio Tinto has
advised the Company that it is making its request for a
postponement at the request of the Autorité des marchés financiers
(“AMF”). Rio Tinto is engaged in ongoing discussions with Turquoise
Hill’s Special Committee of independent directors and the AMF with
respect to dissent rights and procedures available to holders of
Minority Shares.
The record date for determining the shareholders eligible to
vote at the Special Meeting will remain the close of business on
September 19, 2022 (the “Record Date”). Unless they are revoked,
all votes previously cast will remain in their current form,
however, all holders as of the Record Date will have the
opportunity to vote by proxy, or amend a previously submitted vote,
until the extended deadline of 10:30 a.m. (Eastern time) on
November 11, 2022. In addition, the deadline for registered
shareholders to file notices of dissent has been extended to 4:00
p.m. (Eastern time) on November 11, 2022.
The agenda for the Special Meeting remains unchanged.
Questions
If you have any questions about voting your proxy and the
information contained in this press release in connection with the
Special Meeting of shareholders please contact our proxy
solicitation agent and strategic shareholder advisor, Kingsdale
Advisors, at 1-888-370-3955 (toll-free in North America), or by
calling collect at 416-867-2272 (outside of North America) or by
email at contactus@kingsdaleadvisors.com.
About Turquoise Hill
Turquoise Hill is an international mining company focused on the
operation and continued development of the Oyu Tolgoi copper-gold
mine in Mongolia, which is the Company’s principal and only
material mineral resource property. Turquoise Hill’s ownership of
the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi
LLC; Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, holds
the remaining 34% interest.
Forward-looking Statements and Forward-looking
Information
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company’s beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute “forward-looking information” within the meaning of
applicable Canadian securities legislation and “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements and information relate to future events
or future performance, reflect current expectations or beliefs
regarding future events and are typically identified by words such
as “anticipate”, “believe”, “could”, “estimate”, “expect”,
“intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and
similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to,
statements regarding the Arrangement, including the anticipated
timing of the Special Meeting.
Forward-looking statements and information are made based upon
certain assumptions and other important factors that, if untrue,
could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements or
information. There can be no assurance that such statements or
information will prove to be accurate. Such statements and
information are based on numerous assumptions regarding the ability
of the parties to receive in a timely manner and on satisfactory
terms, the necessary shareholder approvals (including the minority
approval) and Court approval; the ability of the parties to
satisfy, in a timely manner, the other conditions to the completion
of the Arrangement, and other expectations and assumptions
concerning the Arrangement, present and future business strategies,
local and global economic conditions, and the environment in which
the Company will operate. The anticipated dates indicated may
change for a number of reasons, including the inability to receive,
in a timely manner, the necessary shareholder approvals (including
the minority approval) and Court approval, or the necessity to
extend the time limits for satisfying the other conditions to the
completion of the Arrangement.
Readers are cautioned not to place undue reliance on
forward-looking information or statements. By their nature,
forward-looking statements involve numerous assumptions, inherent
risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not
occur. Events or circumstances could cause the Company’s actual
results to differ materially from those estimated or projected and
expressed in, or implied by, these forward-looking statements.
Important factors that could cause actual results to differ from
these forward-looking statements are included the “Risk Factors”
section of the Company’s Management Proxy Circular dated September
27, 2022 (the “Circular”) and in the “Risk Factors” section of the
Company’s Annual Information Form, as supplemented by the “Risks
and Uncertainties” section of the Company’s Management Discussion
and Analysis for the three and six months ended June 30, 2022 (“Q2
2022 MD&A”). Further information regarding these and other
risks, uncertainties or factors included in Turquoise Hill’s
filings with the Securities and Exchange Commission as well as the
Company’s Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
“Schedule 13E-3”) and the Circular.
Readers are further cautioned that the lists of factors
enumerated in the “Risk Factors” section of the Circular, the “Risk
Factors” section of the Company’s Annual Information Form, the
“Risks and Uncertainties” section of the Q2 2022 MD&A and the
Schedule 13E-3 that may affect future results are not exhaustive.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company’s forward-looking statements and information to
make decisions with respect to the Company. Furthermore, the
forward-looking statements and information contained herein are
made as of the date of this document and the Company does not
undertake any obligation to update or to revise any of the included
forward-looking statements or information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. The forward-looking statements and information
contained herein are expressly qualified by this cautionary
statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20221106005106/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
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