MONTREAL–(BUSINESS WIRE)–Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) has rescheduled the special meeting of shareholders of Turquoise Hill (the “Special Meeting”) to November 15, 2022, at 10:30 a.m. Eastern Time) to consider the special resolution approving the proposed statutory arrangement plan, pursuant to which Rio Tinto International Holdings Limited (“Rio Tinto”), subject to the satisfaction or waiver of any applicable conditions precedent, will acquire the approximately 49% of issued and outstanding Purchase common shares of Turquoise Hill not currently owned by Rio Tinto and its affiliates (the “Minority Shares”) for C$43.00 per share in cash (the “Agreement”). The special meeting was originally scheduled for November 1, 2022 and was subsequently postponed to November 8, 2022.
The postponement is at the request of Rio Tinto. Rio Tinto has informed the Company that it is submitting its request for deferral at the request of the Autorité des Marchés Financiers (“AMF”). Rio Tinto is in ongoing discussions with the Special Committee of Independent Directors of Turquoise Hill and the AMF regarding appeal rights and procedures available to minority shareholders.
The record date for determining the voting stockholders at the special meeting remains the close of business on September 19, 2022 (the “Record Date”). Unless revoked, all previously cast votes will remain in their current form, however, on the Record Date, all holders will have the opportunity to vote by proxy or change a previously cast vote until the extended record date at 10:30 a.m. (Eastern Time) on November 11, 2022. Additionally, the deadline for filing objections for shareholders of record has been extended to 4:00 p.m. Eastern Time on November 11, 2022.
The agenda for the special session remains unchanged.
If you have any questions regarding the voting of your proxy and the information contained in this press release in connection with the EGM, please contact our proxy and strategic shareholder advisor, Kingsdale Advisors, at 1-888-370-3955 (toll-free). free in North America) or by calling 416-867-2272 (outside North America) or emailing [email protected]
About Turquoise Hill
Turquoise Hill is an international mining company focused on the operation and advancement of the Oyu Tolgoi copper-gold mine in Mongolia, which is the Company’s principal and only significant 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 company, holds the remaining 34% stake.
Forward-Looking Statements and Forward-Looking Information
Certain statements made herein, including statements relating to matters that are not historical facts and statements about the Company’s beliefs, intentions and expectations regarding developments, results and events that will or may occur in the future, constitute ” “forward-looking information” within the meaning of this statement under applicable Canadian securities laws and “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements and information address future events or future performance and 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’, ‘aim’, ‘should’, ‘will’ and the like expressions that indicate future results or forward-looking statements. This includes, but is not limited to, statements regarding the Agreement, including the probable timing of the special meeting.
Forward-looking statements and information are based on certain assumptions and other important factors which, if they are false, could cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements contained in such statements expressed or implied 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 parties’ ability to obtain necessary shareholder (including minority) and court approvals in a timely manner and on satisfactory terms; the parties’ ability to understand the other terms of entering into the agreement and other expectations and assumptions regarding the agreement, current and future business strategies, local and global economic conditions and the environment in which the company will operate. The anticipated dates provided are subject to change for a number of reasons, including the inability to obtain required shareholder approvals (including minority approval) and court approval in a timely manner, or the need to extend the deadlines for the satisfaction of the other conditions to closing of the arrangement.
Readers are cautioned not to place undue reliance on any forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that may cause the predicted results not to occur. Events or circumstances could cause the Company’s actual results to differ materially from the estimated or projected results expressed or implied in 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 management’s proxy circular dated September 27, 2022 (the “Circular”) and in the “Risk Factors” section of the circular The Company’s annual information form 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”). Additional information regarding these and other risks, uncertainties or factors is contained in Turquoise Hill’s filings with the Securities and Exchange Commission and in the Company’s Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”). and the circular included .
Readers are further cautioned that the lists of factors are set out 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 MD&A Q2 2022 and Schedule 13E-3 , which may affect future results, are not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and not rely on the Company’s forward-looking statements and information in making decisions regarding the Company. In addition, the forward-looking statements and information contained herein speak as of the date of this document, and the Company undertakes no obligation to update or revise any forward-looking statements or information contained herein, whether as a result of new information, future events or otherwise, except as may be required by applicable law is required. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.