MONTREAL, March 14,
2022 /PRNewswire/ - Turquoise Hill Resources
Ltd. ("Turquoise Hill" or the "Company") today acknowledged receipt
of a non-binding proposal from Rio Tinto International Holdings
Ltd. ("Rio Tinto"), which Rio Tinto has separately announced by
press release issued earlier today, outlining its proposal to
acquire the approximately 49% of the outstanding shares of
Turquoise Hill held by the Company's minority shareholders
(approximately 99 million common shares) for cash consideration of
C$34.00 per share. Rio Tinto has
stated that its proposal is conditional on, among other things,
Turquoise Hill not raising additional equity capital, including
through a rights offering, bought deal or other share placement,
pending completion of the proposed transaction. The Rio Tinto
proposal does not amend the terms of the amended and restated Heads
of Agreement entered into by Turquoise Hill and Rio Tinto on
January 24, 2022 which establishes a
binding funding plan for the completion of the Oyu Tolgoi
underground mine.
The board of directors of the Company will be establishing a
special committee of independent directors to review and consider
Rio Tinto's proposal. Turquoise Hill shareholders do not need to
take any action with respect to the proposal at this time.
About Turquoise Hill Resources
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 harbour" 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 and information regarding: the take-private proposal
received by the Company from Rio Tinto, including the terms and
conditions of the proposal; the Company's review and evaluation of
the Rio Tinto proposal by a committee of independent directors; and
other statements that are not historical facts.
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 present and
future business strategies, local and global economic conditions,
and the environment in which the Company will operate in the
future, including: (a) the possibility that the Company, its board
of directors, its special committee of independent directors and
Rio Tinto cannot come to an agreement on the terms and conditions
of the take-private proposal or will not proceed with giving
shareholders an opportunity to accept or vote in favour of the
take-private proposal; (b) the possibility that the terms and
conditions of any definitive agreement in respect of a take-private
proposal will differ from those that are currently contemplated by
Rio Tinto; (c) if a definitive agreement is reached, the failure to
obtain or satisfy, in a timely manner or otherwise, required
shareholder, court and regulatory approvals and other conditions of
closing necessary to complete any take-private proposal; (d)
credit, market, currency, operational, commodity, geopolitical,
liquidity and funding risks generally, including changes in
economic conditions, interest rates or tax rates; (e) risks and
uncertainties relating to information management, technology,
supply chain, product safety, changes in law, competition,
seasonality, commodity price and business, (f) the implementation
and successful execution by the Company of the updated funding plan
for the completion of the Oyu Tolgoi underground mine; and (g)
other risks inherent to the Company's business and/or factors
beyond its control which could have a material adverse effect on
the Company or the ability to consummate the take-private
proposal.
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 "Risks and
Uncertainties" section in the Q4 2021 MD&A.
Readers are further cautioned that the list of factors
enumerated in the "Risks and Uncertainties" section of the Q4 2021
MD&A that may affect future results is not exhaustive. When
relying on the Company's forward-looking statements and information
to make decisions with respect to the Company, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. 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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SOURCE Turquoise Hill Resources Ltd.
