Failure of the transaction proceeding would result in Turquoise Hill shareholders foregoing 67% premium to the unaffected share price and Turquoise Hill needing to address several near-term financing and funding requirements
To learn more on how to vote your shares, go to www.turquoisehillacquisition.com
Question on voting please contact Kingsdale Advisors toll free at 1-888-370-3955 or by email at contactus@kingsdaleadvisors.com
MONTREAL--(BUSINESS WIRE)-- The independent directors of the Board of Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) remind minority shareholders to vote FOR the Arrangement Resolution (the “Arrangement”) to receive C$43.00 per share in Cash representing a 67% premium to Turquoise Hill’s closing price of C$25.68 per share on 11 March 2022, the day prior to Rio Tinto’s initial public proposal to acquire Turquoise Hill.

REASONS TO ACCEPT THE OFFER

Recommendation of the Board Remains FOR the Arrangement Resolution

The Board of Directors (excluding the conflicted directors) continues to unanimously recommend that Turquoise Hill’s minority shareholders vote FOR the resolution to approve the Arrangement based on the comprehensive evaluation by the Special Committee, assisted by professional advisors, emphasizing the following:

after an extensive review process, including a market canvass, the Special Committee did not identify any alternatives that were more attractive and determined that the transaction is the only value maximizing option expected to be available to Turquoise Hill’s minority shareholders given Rio Tinto’s contractual rights and control position over the Company, the project and available financing alternatives;
the all-cash offer of C$43.00 delivers certainty of value and immediate liquidity at a 67% premium to the unaffected closing share price on March 11, 2022, the last trading day prior to Rio Tinto’s initial proposal;
in considering Rio Tinto’s offers, while the price of copper fell and the shares of our peer group declined by 35%, the independent Special Committee remained resolute in refusing to accept a transaction that would not fairly compensate minority shareholders for the long-term promise of Oyu Tolgoi. Through its robust and unwavering commitment, the Special Committee secured two increases in the offer price, for a total increase of C$9.00 or 26% relative to the C$34.00 that Rio Tinto offered in March 2022;
the C$43.00 per share offer is within the fair value range determined by the independent valuation of TD Securities Inc.; and
the recommendation of the Special Committee takes into consideration the financing and funding risks as well as the potential challenges facing Turquoise Hill in the event the Arrangement is not approved.
Vote FOR the Transaction Today

Your vote is important no matter how many shares you own. Shareholders must vote prior to 10:30 a.m. (Montreal Time) on October 28, 2022.

For more details on how to vote, shareholders are encouraged to visit www.turquoisehillacquisition.com.

How To Vote

If you are a registered shareholder, we are asking you to take two actions.

First, your vote is important regardless of how many shares of Turquoise Hill you own. Shareholders are encouraged to vote in advance of the Meeting. If you are a registered shareholder, whether or not you plan to attend the Meeting, to vote your shares at the Meeting, you can either return a duly completed and executed form of proxy to the Company’s transfer agent, TSX Trust Company (the “Transfer Agent”), Proxy Department, by mail at: TSX Trust, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or TST Trust Company, 1600-2001 Robert-Bourassa Blvd., Montreal, Quebec H3A 2A6, or via the internet at www.tsxtrust.com/vote-proxy not later than 10:30 a.m. (Montreal time) on October 28, 2022 or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting. If you hold shares through a broker, investment dealer, bank, trust company or other intermediary (a “Beneficial Shareholder”), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

Second, if the Arrangement is approved and completed, before Rio Tinto can issue the consideration for your shares, the depositary will need to receive the applicable letter of transmittal completed by you if you are a registered shareholder, together with the certificates representing the shares and any additional documents that may be required. If you are a Beneficial Shareholder, you will receive payment for your shares through your financial intermediary if the Arrangement is completed.

Questions

If you have any questions about voting your proxy and the information contained in this press release in connection with the 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.

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.