- 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 email@example.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”).
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.
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 firstname.lastname@example.org. 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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Vice President Investors Relations and Communications
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