Proxy Advisor Glass Lewis Recommends that Turquoise Hill Shareholders Vote "FOR" the Rio Tinto Go-Private Transaction

  • Shareholders will enjoy the certainty of C$43 per share all cash consideration and a 67% premium to Turquoise Hill's unaffected share price.
  • To learn how to vote your shares, go to www.turquoisehilltransaction.com .

Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) ("Turquoise Hill" or the "Company") today announced that proxy advisor Glass Lewis has recommended that the Company's shareholders vote "FOR" the previously announced proposed plan of arrangement 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") would acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own for C$43.00 per share in cash (the "Arrangement"). The Glass Lewis report supports the unanimous recommendation of the special committee of independent members of Turquoise Hill's Board of Directors (the "Special Committee") that Turquoise Hill's minority shareholder's vote "FOR" the resolution approving the Arrangement .

In making its vote FOR recommendation Glass Lewis noted, among other things, that:

  • . . . that the Company and the board undertook a reasonably comprehensive review process in the months preceding the execution of the Arrangement Agreement.
  • . . . we recognize the Company's standalone case could also be reasonably viewed as carrying a relatively elevated risk profile.
  • . . . shareholders should consider that the Company faces significant near-term financing risks.
  • . . . we are inclined to believe that Rio Tinto's current offer represents a reasonable exit price and a compelling market premium for minority shareholders, on balance.

Turquoise Hill's Board Chair Peter Gillin said, "The Glass Lewis' recommendation validates the work of the five independent directors on the Special Committee who devoted six months to an extensive process of analysis and negotiation to secure a deal that is in the best interests of the Company and fair to the Company's minority shareholders. The Arrangement provides Turquoise Hill's minority shareholders the opportunity to crystallize the value of their investment through an all-cash C$43.00 per share consideration, securing a 67% premium to Turquoise Hill's closing share price on March 11, 2022, the last trading day prior to Rio Tinto's initial proposal to acquire the Company's minority shares. Moreover, the transaction, if approved, will relieve minority shareholders from the financing, technical, market and geo-political risks and uncertainties facing the Company associated with developing and operating a massive, complex block-cave mine in a remote part of Mongolia. Both the Board of 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 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.turquoisehilltransaction.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 you own. Shareholders are encouraged to vote in advance of the special meeting of Turquoise Hill shareholders to be held on November 1, 2022 in respect of the Arrangement (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, together with the certificates representing the shares and any additional documents that may be required. Registered shareholders must 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 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.

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" within the meaning of applicable Canadian securities legislation 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 current expectations or beliefs regarding future events and are typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, statements regarding the Arrangement, including the anticipated timing of the Meeting and potential risks facing the Company if the Arrangement is not completed.

Forward-looking statements and information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such 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 the minority approval) and court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement, and other expectations and assumptions concerning the Arrangement, present and future business strategies, local and global economic conditions, and the environment in which the Company will operate. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary shareholder approvals (including the minority approval) and court approval, or the necessity to extend the time limits for satisfying the other conditions to the completion of the Arrangement.

Readers are cautioned not to place undue reliance on 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 predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included 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, as supplemented by the "Risks and Uncertainties" section of the Company's Management Discussion and Analysis for the three and six months ended June 30, 2022 ("Q2 2022 MD&A"). Further information regarding these and other risks, uncertainties or factors included in Turquoise Hill's filings with the SEC as well as the Schedule 13E-3 and the Circular.

Readers are further cautioned that the lists of factors enumerated 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 MD&A and the Schedule 13E-3 that may 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 to make decisions with respect to the Company. Furthermore, the forward-looking statements and information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking statements or information, 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 Investors Relations and Communications
Roy McDowall  
roy.mcdowall@turquoisehill.com

Follow us on Twitter@TurquoiseHillRe

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Finlay Minerals Appoints an Executive Chairman, President & CEO, and Vice President, Corporate Development

Finlay Minerals Appoints an Executive Chairman, President & CEO, and Vice President, Corporate Development

finlay minerals ltd. (TSXV: FYL) (OTCQB: FYMNF) ("Finlay" or the "Company") is pleased to announce that it has appointed Robert F. Brown as Executive Chairman of the Board, and Ilona Barakso Lindsay as President & Chief Executive Officer. Mr. Brown and Ms. Lindsay formerly held the positions of President & CEO, and Vice President Corporate Relations, respectively. Both Mr. Brown and Ms. Lindsay also continue to be directors of Finlay.

Finlay Minerals Ltd. logo (CNW Group/Finlay Minerals Ltd.)

The Company is further pleased to announce the appointment and to welcome Susan Flasha as Vice President, Corporate Development. Ms. Flasha has held positions with Brixton Metals in Corporate Development and as Senior Geologist where she established partnerships with BHP Group Ltd. and Eldorado Gold Corp., and Pretium Resources as Senior Project Geologist for the Brucejack Mine and Bowser Regional Exploration program. Ms. Flasha holds a Master of Science degree in Geological Sciences from Queen's University.

Gord Steblin continues as Chief Financial Officer and Wade Barnes as Vice President, Exploration of the Company. The Company recognizes and thanks them both for their continued efforts and support as we advance Finlay.

About finlay minerals ltd.

Finlay is a TSXV company focused on exploration for base and precious metal deposits through the advancement of its ATTY, PIL, JJB, SAY and Silver Hope Properties; these properties host copper-gold porphyry and gold-silver epithermal targets within different porphyry districts of northern and central BC. Each property is located in areas of recent development and porphyry discoveries with the advantage of hosting the potential for new discoveries.

Finlay trades under the symbol "FYL" on the TSXV and under the symbol "FYMNF" on the OTCQB. For further information and details, please visit the Company's website at www.finlayminerals.com

On behalf of the Board of Directors,

Robert F. Brown ,
Executive Chairman of the Board & Director

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements.  Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the exploration plans for the Properties. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay's proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements,   and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

SOURCE finlay minerals ltd.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2025/12/c3343.html

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