Teck Notification of Technical and Supplemental Updates to the Separation Transaction Terms
April 14 2023 - 6:15PM
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK)
(“Teck”) today announced certain technical and supplemental updates
to the terms of Teck’s proposed reorganization to separate into
Teck Metals Corp. (“Teck Metals”) and Elk Valley Resources Ltd.
(“EVR”) to be voted on by shareholders on April 26, 2023.
As described in Teck’s management proxy circular
dated March 23, 2023, the separation provides Teck Metals with
continued access to steelmaking coal cash flows for a transition
period, through ownership of preferred shares in the capital of EVR
and a royalty. The changes to the terms of the separation proposal
include permitting the majority holders of the EVR royalty to
require EVR to purchase the royalty upon a breach by EVR of the
capital expenditure or indebtedness covenants under the Investment
Covenant Agreement or upon failure to pay the EVR royalty, in each
case that continues unremedied for 15 days.
In addition, the terms of the EVR preferred
shares have been updated to (i) make housekeeping changes to
address proposed amendments to the Income Tax Act (Canada) related
to share buybacks and to the calculation of Free Cash Flow, and
(ii) provide holders the right to retract EVR preferred shares upon
a breach by EVR of the capital expenditure or indebtedness
covenants under the Investment Covenant Agreement that continues
unremedied for 15 days. A copy of the revised preferred share terms
of EVR will be attached to an amendment to the arrangement
agreement between Teck and EVR, which will be filed under Teck’s
profile on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov), and on
Teck’s website (www.teck.com).
AdvisorsBarclays Capital Canada Inc. and Ardea
Partners LP are serving as financial advisors to Teck. Stikeman
Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
are acting as legal advisors.
BMO Capital Markets, Goldman Sachs & Co. LLC, and Origin
Merchant Partners are serving as financial advisors to the Special
Committee and Blake, Cassels & Graydon LLP and Sullivan &
Cromwell LLP are acting as legal advisors to the Special
Committee.
About TeckAs one of Canada’s
leading mining companies, Teck is committed to responsible mining
and mineral development with major business units focused on
copper, zinc, and steelmaking coal. Copper, zinc and high-quality
steelmaking coal are required for the transition to a low-carbon
world. Headquartered in Vancouver, Canada, Teck’s shares are listed
on the Toronto Stock Exchange under the symbols TECK.A and TECK.B
and the New York Stock Exchange under the symbol TECK. Learn more
about Teck at www.teck.com or follow @TeckResources.
Forward-Looking StatementsThis
news release contains certain information which constitutes
‘forward-looking statements’ and ‘forward-looking information’
within the meaning of applicable Canadian securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as “may”, “should”, “anticipate”, “expect”, “potential”,
“believe”, “intend” or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include: statements regarding Teck’s planned separation
transaction, including the timing thereof, and Teck’s
expectations regarding the impacts of any such transaction; and
statements regarding updates to the terms of the royalty and
preferred shares, including with respect to the anticipated effects
thereof. The forward-looking statements in this press release are
based on assumptions regarding our business and general economic
conditions, among other matters. Readers are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, most
of which are beyond the Company’s control. Additional risks and
uncertainties can be found in our Annual Information Form dated
February 21, 2023 under “Risk Factors” and our management
information circular in respect of our annual and special meeting
of shareholders on April 26, 2023, each filed under our profile on
SEDAR (www.sedar.com) and on EDGAR (www.sec.gov), and on Teck’s
website (www.teck.com). Should one or more of the risks or
uncertainties underlying these forward-looking statements
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results, performance or
achievements could vary materially from those expressed or implied
by the forward-looking statements.
The forward-looking statements contained herein are made as of
the date of this release and, other than as required by applicable
securities laws, Teck does not assume any obligation to update or
revise them to reflect new events or circumstances. The
forward-looking statements contained in this release are expressly
qualified by this cautionary statement.
Investor Contact:Fraser PhillipsSenior Vice
President, Investor Relations & Strategic
Analysis604.699.4621fraser.phillips@teck.com
Media Contact:Chris Stannell Public
Relations Manager604.699.4368chris.stannell@teck.com
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