Rio Tinto Enters Into Definitive Agreement To Acquire Remaining 49% Of Shares In Turquoise Hill

Anglo-Australian mining giant Rio Tinto Plc (RTNTF,RIO,RIO.L, RTPPF) entered into definitive agreement to acquire the about 49% of the issued and outstanding common shares of Turquoise Hill Resources Ltd. (TRQ,TRQ.TO) that Rio Tinto does not currently own for C$43.00 in cash per share, the companies said in a statement.

The announcement is the culmination of negotiations that took place following the September 1, 2022 public announcement of the term sheet entered into in connection with the Transaction.

The purchase price of C$43.00 per share reflects a 67% premium to Turquoise Hill's closing price of C$25.68 per share on the Toronto Stock Exchange on March 11, 2022, being the last trading day prior to Rio Tinto's initial public proposal to acquire Turquoise Hill.

Turquoise Hill Board recommended minority shareholders vote in favour of Rio Tinto's best and final offer of C$43 per share in cash.

Rio Tinto has agreed to provide Turquoise Hill with secured short-term liquidity during the Transaction period of up to US$1.1 billion, which would need to be repaid from an equity raising from shareholders in the first half of 2023 if the Transaction is not approved by shareholders. Turquoise Hill has estimated that it requires US$3.6 billion of additional funding in total to complete the project.

Rio Tinto noted that the deal delivers certainty for the financing needs of Oyu Tolgoi and alleviates any further funding risks for shareholders.

A special meeting of shareholders of Turquoise Hill to approve the Transaction is expected as early as possible in the fourth quarter of 2022 and, if approved, the Transaction is expected to close shortly thereafter.

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