Turquoise Hill Announces Receipt of Final Order for Arrangement with Rio Tinto
December 14 2022 - 1:46PM
Business Wire
Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) today announced that the Supreme Court of
Yukon (the “Court”) has granted the final order (the “Final Order”)
in connection with the previously announced statutory plan of
arrangement under section 195 of the Business Corporations Act
(Yukon), pursuant to which 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”). As announced in its news
release dated December 9, 2022, the Arrangement was approved by the
holders of common shares of the Corporation (the “Shareholders”) at
a special meeting of the Shareholders held on December 9, 2022.
The Arrangement is expected to be completed on or about December
16, 2022, subject to the delivery by the parties of customary
closing deliverables.
Following completion of the Arrangement, Turquoise Hill intends
to apply to have its common shares delisted from the Toronto Stock
Exchange and the New York Stock Exchange and to cease to be a
reporting issuer under Canadian securities laws. Further
information regarding the Arrangement is provided in the management
information circular dated September 27, 2022, as amended and
supplemented on November 24, 2022 (the “Circular”), copies of which
are available under Turquoise Hill’s profile on SEDAR at
www.sedar.com and EDGAR at www.sec.gov and on the Company’s
website.
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
date of closing of the Arrangement.
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 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 necessity to extend the time
limits for satisfying 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 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 nine months ended September 30, 2022
(“Q3 2022 MD&A”). Further information regarding these and other
risks, uncertainties or factors included in Turquoise Hill’s
filings with the U.S. Securities and Exchange Commission as well as
the Schedule 13E-3 Transaction Statement (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 Q3 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/20221214005729/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
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