MONTREAL, Feb. 14, 2020 /CNW/ - Turquoise Hill Resources
Ltd. (the "Company") announced today that it will be seeking
shareholder approval to implement a consolidation of its
outstanding common shares. Reasons for and details of the share
consolidation will be included in the Company's Management Proxy
Circular, which will be mailed to the Company's shareholders in
advance of the Company's 2020 Annual Meeting of Shareholders.
The Company also announced today that it intends to voluntarily
delist its common shares from the Nasdaq Stock Market LLC (the
"Nasdaq"). The delisting of the Company's common shares from the
Nasdaq will not affect the continued listing of the Company's
common shares on the New York Stock Exchange (the "NYSE") and the
Toronto Stock Exchange (the "TSX").
As previously announced, the Company received an automatic
notice from the Nasdaq on August 28th,
2019 that the Company was no longer in compliance with
Nasdaq Rule 5450(a)(1) because the Company's common shares had
failed to maintain a minimum bid price of US$1.00 per share for a period of 30 consecutive
business days. Under Nasdaq rules, the Company had 180 calendar
days to regain compliance with the minimum bid price requirement,
and would have had an additional 180 calendar days to regain
compliance if the Nasdaq had approved the transfer of the listing
of the common shares from the Nasdaq Global Select Market to the
Nasdaq Capital Market. However, because the Company's common shares
are listed on the NYSE, Nasdaq would not allow the Company to
transfer the listing and use the additional 180-day period to
regain compliance with the minimum bid price requirement, which the
share consolidation (assuming completion) will
accomplish.
Given that trading on the Nasdaq represented only approximately
5% of the worldwide trading volume of the Company's common shares
in 2019, the Company believes that the NYSE and the TSX listings
provide investors with sufficient liquidity. In addition, delisting
from the Nasdaq will reduce the Company's administrative
costs.
The Company delivered notice yesterday to the Nasdaq that it
intends to delist the Company's common shares from the Nasdaq. The
Company expects to file a Form 25 with the Securities and Exchange
Commission (the "SEC") on or about February
24th, 2020 to effect the delisting, and the delisting is
expected to be effective ten days thereafter. The Company also
anticipates that the Company's common shares will be suspended from
trading on the Nasdaq prior to the open of markets on March 5th, 2020.
The Company's common shares will continue to trade on the NYSE
and the TSX after the Nasdaq delisting becomes effective. The
delisting will not affect the Company's continuing obligation to
file required reports with the SEC and Canadian securities
regulatory authorities. The Company will comply with, and continue
to be subject to, the laws of the Yukon, the jurisdiction in which the Company
is incorporated, as well as applicable U.S. and Canadian securities
laws and corporate governance rules applicable to Canadian publicly
listed companies, including the rules of the NYSE and the
TSX.
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Forward-Looking Statements
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", "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 and information regarding the Company's intention to
voluntarily delist its common shares from the Nasdaq
and the impact on its TSX and NYSE listings and administrative
costs, the timing of the suspension from trading of the Company's
common shares, the continued trading on the TSX and the NYSE
following the delisting, the effect of the delisting on the
Company's continuous disclosure obligations, the Company's
compliance with laws and rules 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. 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 lack of
any unforeseen events that may delay the delisting, present and
future business strategies, local and global economic conditions,
and the environment in which the Company will operate in the
future, including the price of copper, gold and silver and
projected gold, copper and silver grades, anticipated capital and
operating costs, anticipated future production and cash flows, the
status of the Company's relationship and interaction with the
Government of Mongolia on the
continued operation, development of the Oyu Tolgoi mine and Oyu
Tolgoi LLC internal governance. 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, the ability of the Company
to execute its plan for delisting ;copper; gold and silver price
volatility; discrepancies between actual and estimated production,
mineral reserves and resources and metallurgical recoveries;
development plans for processing resources; the outcome of the
definitive estimate review; matters relating to proposed
exploration or expansion; mining operational and development risks,
including geotechnical risks and ground conditions; litigation
risks; regulatory restrictions (including environmental regulatory
restrictions and liability); Oyu Tolgoi LLC's ability to deliver a
domestic power source for the Oyu Tolgoi project within the
required contractual time frame; communications with local
stakeholders and community relations; activities, actions or
assessments, including tax assessments, by governmental
authorities; events or circumstances (including strikes, blockages
or similar events outside of the Company's control) that may affect
the Company's ability to deliver its products in a timely manner;
currency fluctuations; the speculative nature of mineral
exploration; the global economic climate; dilution; share price
volatility; competition; loss of key employees; cyber security
incidents; additional funding requirements, including in respect of
the development or construction of a long-term domestic power
supply for the Oyu Tolgoi project; capital and operating costs,
including with respect to the development of additional deposits
and processing facilities; 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
statements and information are based on certain assumptions and
analyses made by the Company's 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 statements or information.
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 in the "Risk Factors"
section in the Company's Annual Information Form dated as of
March 13, 2019 in respect of the year
ended December 31, 2018 (the "AIF")
as supplemented by our Management's Discussion and Analysis of
Financial Condition and Results of Operations for the three and
nine months ended September 30, 2019
(MD&A).
Readers are further cautioned that the list of factors
enumerated in the "Risk Factors" section of the AIF and in the
MD&A that may affect future results is not exhaustive. When
relying on the Company's forward-looking statements and information
to make decisions with respect to the Company, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events.
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SOURCE TURQUOISE HILL RESOURCES LTD