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
February 24, 2015
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: February 24, 2015 |
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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
February 24, 2015
Press release
Turquoise Hill announces sale of remaining
stake in SouthGobi Resources
VANCOUVER, CANADA Turquoise Hill Resources (Turquoise Hill or the Company) today announced that it has entered into a share purchase
agreement with Novel Sunrise Investments Limited (the Purchaser), a private investment holding company with affiliated Chinese-based enterprises in real estate, logistics and supply-chain management, providing for the sale to the Purchaser of its
remaining stake in SouthGobi Resources Ltd. (SouthGobi), an integrated coal mining, development and exploration company operating in Mongolia.
Under the terms of the agreement, which was effected in accordance with and in reliance upon the private agreement exemption under
the Canadian takeover bid regime, Turquoise Hill has agreed to sell 48,705,155 common shares that it owns in the capital of SouthGobi to the Purchaser at a price of CDN$0.35 per common share payable in cash. Half of the aggregate purchase price,
representing approximately CDN$8.5 million, will be received by the Company at closing and the balance of approximately CDN$8.5 million will be payable on the first anniversary of the closing of the transaction.
In addition, Turquoise Hill has the option (the Put Option) to require the Purchaser to acquire an additional number of SouthGobi common
shares, up to a pre-agreed maximum number of additional shares and in any event provided the Purchaser will not be required to own more than 29.99% of the outstanding SouthGobi shares following exercise of the Put Option, also at a price of CDN$0.35
per share, in the event the transaction contemplated by the share purchase agreement entered into by Turquoise Hill with National United Resources Holdings Limited (NUR) announced and entered into in July 2014 is not completed by April 30, 2015
(or such later outside date as may be extended by Turquoise Hill and NUR but no later than September 30, 2015 for the purposes of Turquoise Hills purchase agreement with the Purchaser) (the TRQ-NUR Long Stop Date).
Closing is subject to certain closing conditions, including certain Canadian and Hong Kong stock exchange and securities regulatory matters.
Closing is expected to occur no later than March 31, 2015.
Turquoise Hill has also been informed that, concurrently with the
entering into of its share purchase agreement with the Purchaser, SouthGobi has entered into a subscription agreement with the Purchaser in respect of a private placement of 21,750,000 mandatory convertible units convertible on a one-for-one basis
into new common shares to be issued by SouthGobi, of which 10,131,113 are expected to be issued upon closing of a first tranche of the private placement on or about March 3, 2015 and of which the remainder of the private placement, representing
up to an additional 11,618,887 common shares, is expected to close concurrently with the transaction under the share purchase agreement with the Purchaser. Turquoise Hill understands that, assuming and giving effect to the entirety of the private
placement and the conversion of all mandatory convertible units into common shares, SouthGobi would have 240,503,970 issued and outstanding common shares.
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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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Following closing of the sale transaction with the Purchaser and assuming and giving effect
to the issuance of 10,131,113 common shares (following conversion of the mandatory convertible units) by SouthGobi to the Purchaser upon closing of the first tranche of the private placement, Turquoise Hill would continue to own 56,102,000 SouthGobi
common shares that are subject to the share purchase agreement with NUR, representing approximately 24.51% of the then issued and outstanding SouthGobi shares.
Following the closing of this transaction and the previously announced transaction with NUR, Turquoise Hill will no longer own or control any
common shares of SouthGobi.
In the event the previously announced transaction with NUR is not completed by the agreed upon TRQ-NUR Long
Stop Date and Turquoise Hill exercises its Put Option, and assuming and giving effect to the entirety of the SouthGobi private placement, Turquoise Hill would continue to own 54,430,015 common shares of SouthGobi, representing approximately 22.63%
of the then issued and outstanding SouthGobi common shares.
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). Rio Tinto
plc indirectly owns approximately a 50.8% interest in Turquoise Hill.
About Novel Sunrise
Novel Sunrise is an investment holding company registered in the British Virgin Islands. Novel Sunrise, together with its affiliated companies
in China (collectively, the Novel Group), is a leading private enterprise in the real estate, logistics and supply chain management industries. The Novel Group began its real estate business in the 1990s through an entity named Beijing
Wanhai Real Estate Development Co. Ltd., which developed several high quality residential and commercial properties in gateway cities of China. With the growth of its real estate business, the Novel Group significantly increased its involvement in
the procurement of construction materials and established strong relationships, as a customer, with a number of the leading steel and cement manufacturers in China. In the 2000s, the Novel Group further expanded its business into the logistics and
trading of construction materials including iron ore, coking coal, steel and cement products. The Novel Group has since grown these relationships and developed further relationships with well-established state owned trading corporations. As it has
expanded its business, the Novel Group has also established strong relationships with key commercial banks in China and Hong Kong.
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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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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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