MONTREAL--(BUSINESS WIRE)-- Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) is pleased to announce that the Supreme Court of Yukon (the “Court”) has granted an interim order (the “Interim Order”) in connection with the previously announced 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 (the “Minority Shares”) for C$43.00 per share in cash (the “Arrangement”). The Interim Order authorizes the calling and holding of a special meeting (the “Special Meeting”) of the Company’s shareholders, the granting of dissent rights to registered shareholders and other matters relating to the conduct of the Special Meeting.

The purchase price of C$43.00 per share reflects a 67% premium to Turquoise Hill’s closing price of C$25.68 per share on the Toronto Stock Exchange on March 11, 2022, being the last trading day prior to Rio Tinto’s initial public proposal to acquire the Minority Shares, and a 19% premium to Turquoise Hill’s closing price of C$36.12 on August 31, 2022, being the last trading day prior to the September 1, 2022 announcement of the term sheet in respect of the Arrangement.

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 (excluding conflicted directors), unanimously determined that the Arrangement is in the best interests of the Company and fair to the holders of Minority Shares and recommends that the holders of Minority Shares vote in favour of the resolution relating to the Arrangement at the Special Meeting.

Details of Special Meeting of Shareholders and Implementation of Arrangement

The Interim Order authorizes and orders that the Special Meeting be held on Tuesday, November 1, 2022 at 10:30 a.m. (Montreal time) in person and in virtual format. Shareholders of record as of the close of business on September 19, 2022 are entitled to receive notice of, to participate in, and to vote their shares of the Company at the Special Meeting. The management proxy circular (the “Circular”) and related proxy materials in respect of the Special Meeting have been filed and are available under Turquoise Hill’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and are in the process of being mailed to shareholders. A Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”), which includes the Circular and related proxy materials, has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is available under Turquoise Hill’s profile on EDGAR at www.sec.gov. Details of the Special Meeting and how shareholders or their duly appointed proxyholders can attend, access and participate in the Special Meeting are set out in the Circular.

Implementation of the Arrangement is subject to the approval of: (i) at least two-thirds (66?%) of the votes cast by shareholders present in person, virtually present or represented by proxy at the Special Meeting, voting as a single class; and (ii) because the proposed Arrangement is subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a simple majority (more than 50%) of the votes cast by shareholders present in person, virtually present or represented by proxy at the Special Meeting, excluding the votes of shareholders whose votes are required to be excluded pursuant to MI 61-101, namely the 102,196,643 common shares beneficially owned by Rio Tinto and its affiliates.

In addition to the receipt of the requisite approval of the shareholders of the Company, the completion of the Arrangement is subject to the final approval of the Arrangement by the Court and the satisfaction or waiver of the other customary conditions to completion of the Arrangement.

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.

Questions

If you have any questions about the information contained in this press release in connection with the Special Meeting 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 contactus@kingsdaleadvisors.com.

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” etc. etc..

Vice President Investors Relations and Communications
Roy McDowall
roy.mcdowall@turquoisehill.com