Turquoise Hill Acknowledges Announcement By Rio Tinto Of Termination Of Agreements With Certain Minority Shareholders Of Turquoise Hill And Irrevocable Offer To Dissenting Shareholders

Author: Bill Haddad | November 18, 2022 09:09am

Turquoise Hill Resources Ltd. (TSX:TRQ) (NYSE:TRQ) ("Turquoise Hill" or the "Company") acknowledges the announcement by Rio Tinto International Holdings Limited ("Rio Tinto") that it has terminated the previously announced agreements (the "Agreements") between Rio Tinto and certain shareholders of the Company related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (collectively, the "Named Shareholders") and that it has made certain irrevocable commitments for the benefit of all minority shareholders. Rio Tinto's termination of the Agreements and its decision to provide the irrevocable commitments described below followed discussions between Rio Tinto and the Special Committee of the Board of Directors of the Company to resolve minority shareholder and public interest concerns with respect to the specific dissent and dispute resolution terms provided for in the Agreements to the Named Shareholders.

The Company intends to apply to the Supreme Court of Yukon (the "Court") for an amended interim order to, among other things, set a new date for the special meeting of Turquoise Hill shareholders (the "Special Meeting") to consider and, if deemed advisable, approve the plan of arrangement pursuant to which, 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 and its affiliates do not currently own for C$43.00 per share in cash (the "Arrangement"). The Company will provide further disclosure to Turquoise Hill shareholders, including with respect to the date of the Special Meeting, following the receipt of the amended interim order. Turquoise Hill shareholders are not required to take any action at this time.

In its announcement, Rio Tinto has made certain irrevocable commitments for the benefit of all Turquoise Hill minority shareholders. Specifically, Rio Tinto has committed to do the following:

• Waive the 12.5% dissent condition in respect of the Arrangement, provided that Turquoise Hill shares for which dissent is validly exercised do not exceed 17.5% of Turquoise Hill shares outstanding;
• Pay C$34.40 per share (the "Upfront Payment") to any Turquoise Hill shareholder who validly dissents and elects to receive such amount (an "Electing Shareholder"), within two business days of the effective date of the Arrangement (the "Effective Date");
• Pay to an Electing Shareholder interest at the Canada 1 Year Treasury Bill Yield on any balance of "fair value" that becomes payable under the dissent process over and above the Upfront Payment up to C$43.00 per share calculated from the Effective Date to the date of payment, provided that no other interest shall be payable to an Electing Shareholder in respect of any fair value payment; and
• Allow any oppression claims by any Turquoise Hill minority shareholders, including Electing Shareholders, against Turquoise Hill, Rio Tinto or their respective affiliates, to survive the Arrangement and be pursued following the Effective Date, where such claims are served on or provided to Turquoise Hill and Rio Tinto no later than seven days following the Effective Date.

Under the dissent procedures, there is no floor or minimum to the determination of "fair value" and no assurance that dissenting shareholders will receive the full C$43.00 for their shares.

Pursuant to the Agreements, the Named Shareholders had agreed to withhold their votes in connection with the Arrangement in exchange for certain commitments by Rio Tinto with respect to the private resolution of dissent and other claims of the Named Shareholders. As a result of the termination of the Agreements, Rio Tinto is no longer committed to providing private dispute resolution procedures to the Named Shareholders in connection with their dissent and other claims. All minority shareholders of Turquoise Hill (including the Named Shareholders) may rely on the dissent proceedings provided for under Section 193 of the Business Corporations Act (Yukon), as modified by the interim order and plan of arrangement pertaining to the Arrangement, in order to exercise their dissent rights. The terms of the dissent procedures are further described in the Company's management information circular dated September 27, 2022 (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. It is recommended that minority shareholders seek independent legal advice if they wish to exercise their dissent rights.

As a result of the termination of the Agreements, there is no assurance that any of the Named Shareholders will continue to withhold their vote or whether any of them will vote for or against the Arrangement.

Posted In: TRQ TSX:TRQ