In voting FOR the recommendation, Glass Lewis noted, among other things, that:

  • . . . that the Company and the Board undertook a reasonably thorough review process in the months prior to the signing of the Arrangement Agreement.
  • . . . we recognize that the isolated case of the Company could also reasonably be considered to have a relatively high risk profile.
  • . . . shareholders should take into account that the Company faces significant short-term funding risks.
  • . . . we are inclined to believe that Rio Tinto’s current offer represents a reasonable exit price and an attractive market premium for minority shareholders overall.

Turquoise Hill Chairman Peter Gillin said: “Glass Lewis’s recommendation validates the work of the five independent directors on the Special Committee who have devoted six months to an extensive process of analysis and negotiation to conclude an agreement that is in the best interests of the The Arrangement offers minority shareholders of Turquoise Hill the opportunity to crystallize the value of their investment through an all-cash consideration of C$43.00 per share, securing a premium of 67% relative to Turquoise Hill’s closing stock price on March 11. , 2022, the last trading day before Rio Tinto’s initial proposal to acquire the Company’s minority shares. In addition, the transaction, if approved, will relieve minority shareholders of the financial, technical, market and geopolitical risks and uncertainties with which the Company is associated with the development and operation of a massive and complex block caving mine in a remote region of Mongolia. Directors and the Special Committee reiterate their unanimous recommendations that the Company’s minority shareholders vote FOR the resolution to approve the Arrangement. »

Vote FOR the deal today

Your vote is important, regardless of the number of shares you hold. Shareholders must vote by 10:30 a.m. (Montreal time) on October 28, 2022.

For more details on how to vote, shareholders are invited to visit www.turquoisehilltransaction.com.

How to vote

If you are a registered shareholder, we ask you to take two steps.

First, your vote is important, regardless of how many shares you own. Shareholders are encouraged to vote prior to the special meeting of shareholders of Turquoise Hill to be held on November 1, 2022 with respect to the Arrangement (the “Meeting”). If you are a registered shareholder, whether or not you intend to attend the meeting, to vote your shares at the meeting, you may either return a duly completed and signed form of proxy to the Company’s transfer agent, TSX Trust Company (the “Transfer Agent”), Proxy Department, by mail to: TSX Trust, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or TST Trust, 1600-2001, boul. Robert-Bourassa, Montreal, Quebec H3A 2A6, or by Internet at www.tsxtrust.com/vote-proxy no 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, before the start of the reconvened meeting. If you hold shares through a broker, stockbroker, bank, trust company or other intermediary (a “beneficial shareholder”), you must follow the instructions provided by your intermediary to ensure that your vote is counted at the meeting.

Second, if the Arrangement is approved and completed, before Rio Tinto can issue 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 documentation that may be obligatory. Registered shareholders should complete, sign, date and return the enclosed Letter of Transmittal. 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 proxy voting and the information contained in this press release relating to the meeting, please contact our proxy solicitation agent and strategic shareholder advisor, Kingsdale Advisors, at 1-888-370 -3955 (toll-free within North America), or by calling collect at 416-867-2272 (outside North America) or emailing [email protected]

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 property in the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC; Erdenes Oyu Tolgoi LLC, a Mongolian public entity, holds the remaining 34% stake.

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 regarding developments, results and events that will or may occur. in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events or future performance, reflect expectations or beliefs regarding future events, and are generally identified by words such as “anticipate”, “believe”, “could”, “estimate”, ” expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and expressions if statements that suggest future results or statements about a perspective. These include, but are not limited to, statements regarding the Arrangement, including the expected timing of the Meeting and the potential risks the Company faces if the Arrangement is not completed.

Forward-looking statements and information are made on the basis of certain assumptions and other important factors which, if incorrect, could cause the actual results, performance or achievements of the Company to be materially different from the results, performance or future achievements expressed or implied by these statements. or information. There can be no assurance that such statements or information will prove to be accurate. These statements and information are based on numerous assumptions regarding the ability of the parties to receive in a timely manner and on satisfactory terms, the necessary shareholder approvals (including minority approvals) and court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement, as well as other expectations and assumptions regarding the Arrangement, present and future business strategies, local and global economic conditions and the environment in which the company will operate. The expected dates shown may change for a number of reasons, including failure to receive, in a timely manner, necessary shareholder approvals (including minority approval) and court approval, or the need to extend the deadlines for satisfying the other conditions. until completion of the Arrangement.

Readers are cautioned not to place undue reliance on any forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the anticipated results will not occur. Events or circumstances could cause the actual results of the Company to differ materially from those estimated or projected and expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the “Risk Factors” section of the Company’s Management Proxy Circular dated September 27, 2022 (the “Circular”). ) and in the “Risk Factors” section of the Company’s Annual Information Form, supplemented by the “Risks and Uncertainties” section of the Company’s Management Report for the three and six months ended June 30, 2022 (“Report of Q2 2022 management”). Further information regarding these and other risks, uncertainties or factors is included in Turquoise Hill’s filings with the SEC as well as Schedule 13E-3 and the Circular.

Readers are also advised that the lists of factors listed in the “Risk Factors” section of the Circular, the “Risk Factors” section of the Company’s Annual Information Form, the “Risks and Uncertainties” section of the Q2 2022 and Appendix 13E-3 likely to affect future results are not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company’s forward-looking statements and information in making decisions about the Company. Further, the forward-looking statements and information contained herein are made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements or information included herein, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.

Vice-President Investor Relations and Communication
Roy McDowall
[email protected]

Follow us on Twitter @TurquoiseHillRe

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