- The Turquoise Hill Board announces the extension of the
proxy deadline of the Special Meeting regarding the Proposed
Arrangement with Rio Tinto to 6:00 p.m. (Eastern time) on October
31, 2022
- Turquoise Hill Board continues to unanimously recommend that
shareholders vote FOR the Arrangement Resolution
- Shareholders who have questions about the Arrangement or
need assistance with voting their Turquoise Hill shares should
contact Kingsdale Advisors at 1‑888‑370‑3955 (toll-free within
North America) or by calling collect at 416-867-2272 (outside of
North America) or by email at
contactus@kingsdaleadvisors.com
- Visit www.turquoisehillacquisition.com to learn
more
Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) announced today that pursuant to the terms
of the Arrangement Agreement (as defined below) and the interim
order of the Supreme Court of Yukon (the “Court”) dated September
29, 2022 (the “Interim Order”), Turquoise Hill has extended the
proxy deadline relating to the special meeting of Turquoise Hill
shareholders (the “Special Meeting”) scheduled for November 1, 2022
to consider, and if deemed advisable, to pass the special
resolution (the “Arrangement Resolution”) to approve the proposed
statutory plan of arrangement, pursuant to which, among other
things and subject to the satisfaction or waiver of all applicable
conditions precedent, Rio Tinto will acquire the approximately 49%
of the issued and outstanding common shares of Turquoise Hill that
Rio Tinto International Holdings Limited (“Rio Tinto”) and its
affiliates do not currently own (the “Minority Shares”) for C$43.00
per share in cash (the “Arrangement”).
Meeting Details
The record date for determining the shareholders eligible to
vote at the Special Meeting will remain unchanged as the close of
business on September 19, 2022 (the “Record Date”). All votes
previously cast will remain in their current form, however, all
holders as of the Record Date will continue to have the flexibility
to amend their vote until the new deadline of 6:00 p.m. (Eastern
time) on October 31, 2022. Any shareholders who have not already
voted can also vote prior to the new deadline. Any registered
shareholders who wish to exercise a right of dissent can also do so
up until 6:00 p.m. (Eastern time) on October 31, 2022.
The terms of the Arrangement and the arrangement agreement
between the Company, Rio Tinto and Rio Tinto plc (the “Arrangement
Agreement”) dated September 5, 2022 are further described in the
Circular and associated form of proxy and letter of transmittal
(collectively, the “Meeting Materials”). The Meeting Materials are
filed and available under Turquoise Hill’s profiles on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov. Details of the Special
Meeting and how registered shareholders or their duly appointed
proxyholders can attend, access and participate in the Special
Meeting are set out in the Circular.
Turquoise Hill Board Recommendation To Vote FOR the Arrangement Resolution
On the unanimous recommendation of a special committee of the
Board of Directors of the Company (the “Board”) consisting entirely
of independent directors, the Board, unanimously determined that
the Arrangement is in the best interests of the Company and is fair
from the financial perspective to the holders of Minority Shares
(the “Minority Shareholders”) and therefore recommends that the
Minority Shareholders vote FOR the Arrangement Resolution.
Leading Independent Proxy Advisory Firms Glass Lewis and Egan
Jones Recommend Shareholders vote FOR
the Arrangement Resolution
How To Vote
If you are a registered shareholder, we are asking you to
take two actions.
First, your vote is important regardless of how many shares you
own. Shareholders are encouraged to vote in advance of the Special
Meeting. If you are a registered shareholder, whether or not you
plan to attend the Special Meeting, to vote your shares at the
Special Meeting, you can either return a duly completed and
executed form of proxy to the Company’s transfer agent, TSX Trust
Company (the “Transfer Agent”), Proxy Department, by mail at: TSX
Trust Company, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or
TST Trust Company, 1600‑2001 Robert-Bourassa Blvd., Montreal,
Quebec H3A 2A6, or via the internet at www.tsxtrust.com/vote-proxy not later than 6:00
p.m. (Eastern time) on October 31, 2022. If you hold shares through
a broker, investment dealer, bank, trust company or other
intermediary (a “Beneficial Shareholder”), you should follow the
instructions provided by your intermediary to ensure your vote is
counted at the Special Meeting.
Second, if the Arrangement is approved and completed, before Rio
Tinto can issue the consideration for your shares, the depositary
will need to receive the applicable letter of transmittal completed
by you, together with the certificates representing the shares and
any additional documents that may be required. Registered
shareholders must complete, sign, date and return the letter of
transmittal enclosed with the Circular. If you are a Beneficial
Shareholder, you will receive payment for your shares through your
broker, custodian or other intermediary if the Arrangement is
completed.
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. Shareholders can also
visit www.turquoisehillacquisition.com to learn more or submit
their questions.
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 and potential risks facing the
Company if the Arrangement is not completed.
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 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 SEC as well as 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/20221031005379/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com Follow us on Twitter
@TurquoiseHillRe
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