Turquoise Hill Announces Postponement of Special Meeting
November 09 2022 - 8:41AM
Business Wire
Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) today announced that the special committee
of the Company’s independent directors (the “Special Committee”)
has been working with Rio Tinto International Holdings Limited
(“Rio Tinto”) to address the Special Committee’s concerns with
respect to the differential treatment of the Company’s minority
shareholders in connection with the Company’s proposed plan of
arrangement with Rio Tinto (the “Arrangement”) as a result of the
agreements entered into between Rio Tinto, Rio Tinto plc and
certain shareholders of the Company related to Pentwater Capital
Management LP and SailingStone Capital Partners LLC on November 1,
2022 (the “Agreements”), the details of which were described in the
Company’s press release of November 2, 2022. In addition, the
Company and Rio Tinto have been advised by the Autorité des marchés
financiers (the “AMF”) that, in light of the announcement of the
Agreements last week, the AMF considers the transaction as
currently structured to raise public interest concerns.
The Special Committee has been engaged with Rio Tinto in order
to address the differential treatment of minority shareholders
resulting from the Agreements. In the event that terms are reached
that satisfy the Special Committee’s concerns, the Company will
provide shareholders with supplemental disclosure regarding such
revised terms. In order to provide shareholders with sufficient
time to consider such supplemental disclosure, the Company has
determined to adjourn the special meeting of Turquoise Hill
shareholders (the “Special Meeting”), currently scheduled for
November 15, 2022 at 10:30 a.m. (Eastern time), to a date to be
determined.
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 provision of
supplemental disclosure to shareholders and the adjournment 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 agree
to satisfactory terms to address the differential treatment of
Minority Shareholders resulting from the Agreements and to satisfy
the concerns of the AMF with respect to the public interest; 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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Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
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