Report of Foreign Issuer (6-k)
May 22 2015 - 10:16AM
Edgar (US Regulatory)
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
May 22, 2015
Commission File Number: 001-32403
TURQUOISE
HILL RESOURCES LTD.
(Translation of Registrants Name into English)
Suite 615 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1
(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: May 22, 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 & |
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Corporate Secretary |
EXHIBIT INDEX
99.1 Material Change Report dated May 21, 2015
Exhibit 99.1
FORM 51-102F3
MATERIAL
CHANGE REPORT
1. |
Name and address of the company |
Turquoise Hill Resources Ltd. (the Company)
Suite 354 200 Granville Street
Vancouver, British Columbia, V6C 1S4
Canada
2. |
Date of Material Change |
May 18, 2015.
News releases were issued on May 18, 2015.
4. |
Summary of material change |
On May 18, 2015, the Company announced details in
connection with the Oyu Tolgoi Underground Mine Development and Financing Plan.
5.1 |
Full description of material change |
On May 18, 2015, the Company announced that
the Oyu Tolgoi Underground Mine Development and Financing Plan (the Mine Plan) had been signed by parties including the Government of Mongolia, the Company and Rio Tinto. The agreements provide a pathway forward in addressing outstanding
shareholder matters to restart underground development. The Mine Plan confirms the project cost for Oyu Tolgois initial construction and development and reinforces the principles set out in the Investment Agreement and the Amended and Restated
Shareholders Agreement (ARSHA).
Next steps toward the underground development of the Oyu Tolgoi mine include on-going discussions
with the Government of Mongolia in relation to the 2014 feasibility study and engagement with international financial institutions, export credit agencies and commercial banks to secure approximately $4 billion in project financing as well as
obtaining all necessary permits. When all steps and approvals on the path forward have been reached, the underground workforce will be remobilized.
The agreements address key outstanding matters including the following specific items: tax matters, the 2% net smelter royalty, sales royalty
calculation and management services payments. The agreements also address the sourcing of power for Oyu Tolgoi from within Mongolia.
In
2003, the Company acquired a 2% net smelter royalty from BHP Billiton. The enforceability of the royalty has been challenged by the Assistant General Prosecutor of Mongolia under Mongolian law. The Company has conceded that it has no entitlement to
receive payment.
In June 2014, Oyu Tolgoi LLC received a Tax Act (Tax Assessment) from the Mongolian Tax Authority as a result of a
general tax audit for the period 2010 through 2012. Oyu Tolgoi appealed the assessment and in September 2014 received a response reducing the amount of tax, interest and penalties claimed to be payable, from approximately $127 million to
approximately $30 million. In a separate agreement with the Government of Mongolia, Oyu Tolgoi has agreed, without accepting liability and without creating a precedent to pay the amount of the determination by way of settlement to resolve the tax
matter.
The parties have agreed that Oyu Tolgois 5% sales royalty paid to the Government of
Mongolia will be calculated on gross revenues by not allowing deductions for the costs of processing, freight differentials, penalties or payables. Oyu Tolgoi will recalculate royalties payable accordingly since the commencement of sales and submit
any additional amount payable to the Government within 30 days.
Notwithstanding the terms of the ARSHA, the parties have agreed that in
calculating the Management Services Payment (MSP), the rate applied to capital costs of the underground development will be 3% instead of 6%, as provided by the ARSHA. The MSP rate on operating cost and capital related to current operations
remains at 6%.
5.2 |
Disclosure for Restructuring Transactions |
Not applicable.
6. |
Reliance on subsection 7.1(2) of the National Instrument |
Not applicable.
Not applicable.
Further information regarding the matters described in this report
may be obtained from Dustin Isaacs, General Counsel and Corporate Secretary. Mr. Isaacs is knowledgeable about the details of the material change and may be contacted at (604) 648-3952.
May 21, 2015.
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