The Turquoise Hill Board announces the extension of the proxy deadline of the Special Meeting regarding the Proposed Arrangement with Rio Tinto to 6:00 p.m. (Eastern time) on October 31, 2022
Turquoise Hill Board continues to unanimously recommend that shareholders vote FOR the Arrangement Resolution
Shareholders who have questions about the Arrangement or need assistance with voting their Turquoise Hill shares should contact Kingsdale Advisors at 1?888?370?3955 (toll-free within North America) or by calling collect at 416-867-2272 (outside of North America) or by email at contactus@kingsdaleadvisors.com
Visit www.turquoisehillacquisition.com to learn more


MONTREAL--(BUSINESS WIRE)-- Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) announced today that pursuant to the terms of the Arrangement Agreement (as defined below) and the interim order of the Supreme Court of Yukon (the “Court”) dated September 29, 2022 (the “Interim Order”), Turquoise Hill has extended the proxy deadline relating to the special meeting of Turquoise Hill shareholders (the “Special Meeting”) scheduled for November 1, 2022 to consider, and if deemed advisable, to pass the special resolution (the “Arrangement Resolution”) to approve the proposed statutory plan of arrangement, pursuant to which, among other things and 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 International Holdings Limited (“Rio Tinto”) and its affiliates do not currently own (the “Minority Shares”) for C$43.00 per share in cash (the “Arrangement”).

Meeting Details

The record date for determining the shareholders eligible to vote at the Special Meeting will remain unchanged as the close of business on September 19, 2022 (the “Record Date”). All votes previously cast will remain in their current form, however, all holders as of the Record Date will continue to have the flexibility to amend their vote until the new deadline of 6:00 p.m. (Eastern time) on October 31, 2022. Any shareholders who have not already voted can also vote prior to the new deadline. Any registered shareholders who wish to exercise a right of dissent can also do so up until 6:00 p.m. (Eastern time) on October 31, 2022.

The terms of the Arrangement and the arrangement agreement between the Company, Rio Tinto and Rio Tinto plc (the “Arrangement Agreement”) dated September 5, 2022 are further described in 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. Details of the Special Meeting and how registered shareholders or their duly appointed proxyholders can attend, access and participate in the Special Meeting are set out in the Circular.

Turquoise Hill Board Recommendation To Vote FOR the Arrangement Resolution

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, unanimously determined that the Arrangement is in the best interests of the Company and is fair from the financial perspective to the holders of Minority Shares (the “Minority Shareholders”) and therefore recommends that the Minority Shareholders vote FOR the Arrangement Resolution.

Leading Independent Proxy Advisory Firms Glass Lewis and Egan Jones Recommend Shareholders vote FOR the Arrangement Resolution

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 you own. Shareholders are encouraged to vote in advance of the Special Meeting. If you are a registered shareholder, whether or not you plan to attend the Special Meeting, to vote your shares at the Special 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 Company, 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 6:00 p.m. (Eastern time) on October 31, 2022. 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 Special 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, together with the certificates representing the shares and any additional documents that may be required. Registered shareholders must complete, sign, date and return the letter of transmittal enclosed with the Circular. If you are a Beneficial Shareholder, you will receive payment for your shares through your broker, custodian or other 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 Special Meeting of shareholders 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. Shareholders can also visit www.turquoisehillacquisition.com to learn more or submit their questions.

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

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

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