Turquoise Hill Resources Reports Amendment To Funding Deal With Rio Tinto

Author: Benzinga Newsdesk | May 18, 2022 04:01pm

Turquoise Hill Resources Ltd. (TSX:TRQ) (NYSE:TRQ) ("Turquoise Hill" or the "Company") today announced that the Company and Rio Tinto International Holdings Limited (“Rio Tinto”) have agreed to amend the comprehensive funding arrangement to, among other things, provide interim debt funding from Rio Tinto to address the Company’s near-term estimated funding requirements and to extend the date by which Turquoise Hill is required to raise additional equity capital.

On March 14, 2022, Rio Tinto announced a non-binding proposal to acquire the approximately 49% of the outstanding shares of Turquoise Hill held by the Company’s minority shareholders for cash consideration of C$34.00 per share (the “Proposal”). In response to the Proposal, the Board of Directors of the Company formed a special committee of independent directors (the “Special Committee”) to review and consider the Proposal. The mandate of the Special Committee includes responsibility for considering the Company’s liquidity needs and financing options pending the Company’s consideration of the Proposal.

In light of Rio Tinto’s condition in its Proposal that its offer is subject to Turquoise Hill not raising additional equity capital, Rio Tinto invited Turquoise Hill to propose terms for an interim funding facility that would satisfy Turquoise Hill’s funding requirements pending the Company’s consideration of the Proposal. Following careful consideration by the Special Committee of the financing options available to the Company, including a potential equity offering, on the recommendation of the Special Committee the Company has amended the amended and restated Heads of Agreement dated January 24, 2022 (the “Funding HoA”).

Key terms of the amendment to the Funding HoA include:

• An extension of the date by which the Company shall have conducted one or more equity offerings for aggregate proceeds of at least US$650 million (the “Initial Equity Offering”) to December 31, 2022 (instead of the prior deadline of August 31, 2022);
• A commitment by Rio Tinto to provide additional short-term bridge financing directly to the Company by way of one or more secured advances of up to US$400 million expected to be made available to the Company in the coming weeks subject to satisfaction or waiver of certain conditions precedent, and which is to be repaid out of the proceeds of the Initial Equity Offering; and
• If Rio Tinto has not publicly withdrawn the Proposal prior to June 30, 2022, automatic removal of the condition that the Company have completed the Initial Equity Offering prior to drawing any short-term secured advances of up to US$300 million (collectively, the “Advances”) provided for in the Funding HoA.

In furtherance of its mandate, the Special Committee will continue to consider the Company’s liquidity needs and financing options, including potential equity offerings. The Funding HoA does not prohibit the Company from raising additional capital by way of an equity offering, including pending the Company’s consideration of the Proposal. However, Rio Tinto has advised the Special Committee that, should the Company proceed with an equity offering, Rio Tinto intends to withdraw the Proposal. Rio Tinto has also advised that if Turquoise Hill proceeds with an equity offering, Rio Tinto intends to exercise its preemptive rights to maintain its pro rata interest.

The Proposal remains non-binding in nature. There can be no assurance that a transaction will result from the Proposal, and, if a transaction does result, whether and when such transaction will be completed or on what terms. Turquoise Hill does not intend to comment on or disclose further developments regarding the Special Committee's evaluation of the Proposal unless and until it deems further disclosure is appropriate or required. As previously disclosed, the Special Committee has retained BMO Capital Markets as its financial advisor and Blake, Cassels & Graydon LLP as its legal counsel. Also, the Special Committee has retained TD Securities as an independent valuator to prepare a formal valuation of the common shares of the Company in accordance with Multilateral Instrument 61-101– Protection of Minority Shareholders in Special Transactions.

In addition, the Company today announced that, following her election to the Company’s Board of Directors at the Company’s annual meeting of shareholders on May 11, 2022, the Board of Directors appointed Caroline Donally to the Special Committee effective May 11, 2022.

Posted In: RIO TRQ TSX:TRQ