Key terms of the consideration, including the all-cash C$43.00 per share price, are unchanged.
The amendment provides supplemental disclosure to Turquoise Hill's previously filed Schedule 13E3.
MONTREAL--(BUSINESS WIRE)-- Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) announced today that it has filed an amendment (the “Amendment”) to its Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) previously filed with the U.S. Securities and Exchange Commission (“SEC”) on September 29, 2022. The Amendment is available on the Company’s profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. The Amendment supplements and revises certain disclosure contained in the Company’s Management Proxy Circular (the “Circular”) dated September 27, 2022, which was filed on the Company’s profile on SEDAR and EDGAR and mailed to shareholders in connection with the previously announced proposed statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon), 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”) 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 Amendment contains information regarding, among other things, additional disclosure with respect to certain financial projections and forecasts prepared by the Company and relied upon by BMO Capital Markets in rendering its fairness opinion (including certain assumptions made by management of the Company in connection therewith), as well as prior compensation paid to financial advisors that rendered the formal valuation and fairness opinions referenced in the Circular. As such, shareholders are encouraged to carefully read the Amendment together with the Schedule 13E-3 and the Circular.

No changes have been made to the consideration, the terms or conditions of the Arrangement, or the date of the special meeting of Turquoise Hill shareholders, to be held on November 1, 2022, at which the Arrangement will be voted on (the “Special Meeting”).

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.

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