Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) today announced that at its special meeting
of shareholders held earlier today on December 9, 2022, its
shareholders approved the previously announced proposed plan of
arrangement pursuant to which, among other things and subject to
the satisfaction or waiver of all applicable conditions precedent,
Rio Tinto International Holdings Limited (“Rio Tinto”) would
acquire the approximately 49% of the issued and outstanding common
shares of Turquoise Hill that Rio Tinto and its affiliates do not
currently own for C$43.00 per share in cash (the
“Arrangement”).
The Arrangement requires the approval of 66⅔% of votes cast by
the Company’s shareholders (including Rio Tinto) and the approval
of a simple majority of the votes cast by minority shareholders of
the Company (excluding Rio Tinto and its affiliates). The Company
reports that at the special meeting, the Arrangement was approved
by approximately 86.6% of all votes cast as well as by
approximately 60.5% of the shares voted by minority shareholders.
Turquoise Hill also reports that valid dissent notices were filed
representing less than 17.5% of all outstanding shares.
As such, the Company currently expects that, subject to
obtaining final approval of the Court as detailed below, and
assuming satisfaction or waiver of all other closing conditions,
the Arrangement will be completed on or shortly following December
16, 2022.
Final Order
The Company also reports that it will make an application today
to the Supreme Court of Yukon (the “Court”) for a final order
approving the Arrangement (the “Final Order”), which is expected to
be presented before the Court on December 14, 2022 at 10:00 a.m.
(Whitehorse time) or as soon as counsel may be heard at the
Courthouse located at 2134 Second Avenue, Whitehorse, Yukon,
Canada, Y1A 5H6 or in such other place as the Court may determine
(the “Final Hearing”). A copy of the Petition for the Final Order
is set forth in Appendix F to the Company’s management proxy
circular dated September 27, 2022, as amended and supplemented on
November 24, 2022 (the “Circular”). Any shareholder who wishes to
appear and be heard at the Final Hearing must file an “appearance
and response” in the respective forms prescribed by the Rules of
Court of the Supreme Court of Yukon by December 12, 2022 at 10:00
a.m. (Whitehorse time), together with a copy of all material on
which the shareholder intends to rely at the Final Hearing, as well
as an outline of the shareholder’s proposed submissions and serve
same on Turquoise Hill’s counsel c/o Norton Rose Fulbright Canada
LLP, 1 Place Ville Marie, Suite 2500, Montreal, Quebec, Canada, H3B
1R1, Attention: Steve Malas, email:
steve.malas@nortonrosefulbright.com with a copy to Orestes
Pasparakis, email: orestes.pasparakis@nortonrosefulbright.com.
At the Final Hearing, the Court will consider, among other
things, the fairness of the Arrangement. The Court may approve the
Arrangement in any manner the Court may direct, subject to
compliance with such terms and conditions, if any, as the Court
deems fit. In the event that the Final Hearing is postponed,
adjourned or rescheduled then, subject to any further order of the
Court, only those persons having previously served an appearance
and response in compliance with the Petition and the amended
interim order issued by the Court on November 24, 2022 will be
given notice of the postponement, adjournment or rescheduled
date.
In addition to the receipt of the Final Order, the completion of
the Arrangement is subject to the satisfaction or waiver of the
other conditions to completion of the Arrangement.
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 Final Hearing and of completion 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 regarding the ability
of the parties to receive in a timely manner and on satisfactory
terms, the necessary 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 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 in the “Risk Factors”
section of the Circular, and in the “Risk Factors” section of the
Company’s Annual Information Form dated March 2, 2022 (the “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 are included in Turquoise Hill’s
filings with the SEC as well as the Rule 13e‑3 Transaction
Statement on Schedule 13E-3 (as amended, 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/20221209005418/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
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