UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
December 17, 2014
Commission File Number: 001-32403
TURQUOISE
HILL RESOURCES LTD.
(Translation of Registrants Name into English)
Suite 354 200 GRANVILLE STREET, VANCOUVER, BRITISH COLUMBIA V6C 1S4
(Address of Principal Executive Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F- ¨ Form 40-F- x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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TURQUOISE HILL RESOURCES LTD. |
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Date: December 17, 2014 |
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By: |
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/s/ Dustin S. Isaacs |
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Dustin S. Isaacs |
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General Counsel &
Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
December 17, 2014
Press release
Turquoise Hill announces dismissal of US class
action lawsuit
VANCOUVER, CANADA Turquoise Hill Resources today announced that on December 16, 2014, United States District Court Judge Lorna G.
Schofield dismissed the consolidated putative securities class action lawsuit that had been filed in the Southern District of New York against the Company and certain of its officers and directors in December 2013.
The lawsuit sought to recover damages that it claimed were attributable to alleged misstatements about the Companys financial
performance arising out of revisions to its recognition of revenue on coal sales made by its partially-owned subsidiary, SouthGobi Resources, Ltd., as previously disclosed on November 8, 2013.
In her opinion, Judge Schofield found that the plaintiffs allegations do not support an inference that this error was
intentional or that the Company or the individual defendants furthered the error, condoned it or were even aware of it until steps to review and ultimately correct it began.
About Turquoise Hill Resources
Turquoise
Hill Resources (NYSE, NASDAQ & TSX: TRQ) is an international mining company focused on copper-gold and coal mines in Mongolia. The Companys primary operation is its 66% interest in the Oyu Tolgoi copper-gold-silver mine in southern
Mongolia. Turquoise Hill also holds a 47.9% interest in Mongolian coal miner SouthGobi Resources (TSX: SGQ; HK: 1878) after giving effect to the private placement announced by SouthGobi on December 1, 2014.
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Contacts |
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Investors |
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Media |
Jessica Largent
Office: +1 604 648 3957
Email: jessica.largent@turquoisehill.com |
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Tony Shaffer
Office: +1 604 648 3934
Email: tony.shaffer@turquoisehill.com |
Follow us on Twitter @TurquoiseHillRe
Forward-looking statements
Certain
statements made herein, including statements relating to matters that are not historical facts and statements of the Companys 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 U.S. Private
Securities Litigation Reform Act of 1995.
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Turquoise Hill Resources Ltd.
Suite 354 200 Granville Street
Vancouver, British Columbia Canada
V6C 1S4 T 604 688 5755
www.turquoisehill.com |
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Forward-looking information and statements relate to future events or future performance,
reflect current expectations or beliefs regarding future events and are typically identified by words such as anticipate, could, should, expect, seek, may, intend,
likely, plan, estimate, will, believe and similar expressions suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, statements respecting
anticipated business activities; planned expenditures; corporate strategies; and other statements that are not historical facts.
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. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of copper, gold and silver, anticipated capital and operating costs, anticipated future production
and cash flows, the ability to complete the disposition of certain of its non-core assets, the ability and timing to complete project financing and/or secure other financing on acceptable terms, and the evolution of discussions with the Government
of Mongolia on a range of matters including the implementation of the Investment Agreement, project development costs, operating budgets, the payment of taxes and taxation matters, management fees and governance and the existence or filing of legal
proceedings against the Company and its officers and directors. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements and information include, among
others, copper, gold and silver price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions
(including environmental regulatory restrictions and liability), activities or assessments by governmental authorities, currency fluctuations, the speculative nature of mineral exploration, the global economic climate, dilution, share price
volatility, competition, loss of key employees, additional funding requirements, capital and operating costs for the construction and operation of the Oyu Tolgoi mine and defective title to mineral claims or property. Although the Company has
attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actions, events or results not
to be as anticipated, estimated or intended. All such forward-looking information and statements are based on certain assumptions and analyses made by the Companys management in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected in the forward-looking information or statements.
With respect to
specific forward-looking information concerning the construction and development of the Oyu Tolgoi mine, the Company has based its assumptions and analyses on certain factors which are inherently uncertain. Uncertainties and assumptions include,
among others: the timing and cost of the construction and expansion of mining and processing facilities; the impact of the decision announced by the Company to delay the funding and development of the Oyu Tolgoi underground mine pending resolution
of outstanding matters with the Government of Mongolia associated with the development and operation of the Oyu Tolgoi mine and to satisfy all conditions precedent to the availability of Oyu Tolgoi Project Financing; the approval of the underground
feasibility study for the Oyu Tolgoi Project by Oyu Tolgois shareholders; the impact of changes in, changes in interpretation to or changes in enforcement of, laws, regulations and government practices in Mongolia; the availability and cost of
skilled labour and transportation; the availability and cost of appropriate smelting and refining arrangements; the obtaining of (and the terms and timing of obtaining) necessary environmental and other government approvals, consents and permits;
the availability of funding on reasonable terms; the timing and availability of a long-term power source for the Oyu Tolgoi mine; delays, and the costs which would result from delays, in the development of the underground mine (which could
significantly exceed the costs projected in the Feasibility Study and in the updated technical report); projected copper, gold and silver prices and demand; and production estimates and the anticipated yearly production of copper, gold and silver at
the Oyu Tolgoi mine.
The cost, timing and complexities of mine construction and development are increased by the remote location of a
property such as the Oyu Tolgoi mine. It is common in new mining operations and in the development or expansion of existing facilities to experience unexpected problems and delays during development, construction and mine start-up. Additionally,
although the Oyu Tolgoi mine has achieved commercial production, there is no assurance that future development activities will result in profitable mining operations. In addition, funding and development of the underground component of the Oyu
Tolgoi mine have been delayed until matters with the Government of Mongolian can be resolved and a new timetable agreed. These delays can impact project economics.
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This press release contains references to estimates of mineral reserves and mineral
resources. The estimation of reserves and resources is inherently uncertain and involves subjective judgments about many relevant factors. The mineral resource estimates contained therein are inclusive of mineral reserves. Further, mineral resources
that are not mineral reserves do not have demonstrated economic viability. The accuracy of any such estimates is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological
interpretation (including future production from the Oyu Tolgoi mine, the anticipated tonnages and grades that will be achieved or the indicated level of recovery that will be realized), which may prove to be unreliable. There can be no assurance
that these estimates will be accurate or that such mineral reserves and mineral resources can be mined or processed profitably. See the discussion under the headings Language Regarding Reserves and Resources and Note to United
States Investors Concerning Estimates of Measured, Indicated and Inferred Resources in the Companys MD&A filed on SEDAR and EDGAR.
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 Companys 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 in the Risk
Factors section in the Companys Annual Information Form dated as of March 26, 2014 in respect of the year ended December 31, 2013 (the AIF).
Readers are further cautioned that the list of factors enumerated in the Risk Factors section of the AIF that may affect future
results is not exhaustive. When relying on the Companys forward-looking information and statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and
potential events. Furthermore, the forward-looking information and statements herein are made as of the date hereof and Turquoise Hill does not undertake any obligation to update or to revise any of the included forward-looking information or
statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained herein are expressly qualified by the cautionary statement.
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