PENTWATER FILES PROXY CIRCULAR FOR SHAREHOLDERS OF TURQUOISE HILL RESOURCES LTD. (TSX:TRQ) (NYSE:TRQ)
April 02 2020 - 4:00PM
Pentwater Capital Management LP ("
Pentwater"), a
long-term supportive investor and the largest minority shareholder
of Turquoise Hill Resources Ltd. ("
Turquoise Hill"
or the "
Company") (TSX:TRQ) (NYSE:TRQ), owning,
together with its affiliates and associates, approximately 9.09% of
the Company's issued and outstanding common shares, today filed a
proxy circular,
GOLD proxy card, and issued a
letter to shareholders of Turquoise Hill in connection with the
Company's upcoming annual and special meeting of shareholders
scheduled for 9:00 a.m. (Eastern Time) on May 12, 2020 (the
"
Meeting") in the Saint-Laurent 5 room of Hôtel
Bonaventure Montreal, located at 900 Rue de la Gauchetière Ouest,
Montreal, Quebec, Canada.
Since Rio Tinto plc.
(NYSE:RIO:US)(LON:RIO:L)(ASX:RIO:AX) ("Rio Tinto")
gained control of Turquoise Hill in 2012, Pentwater has grown
increasingly alarmed at the significant value destruction and
mismanagement of and failure to make material disclosures about the
Company and its material asset – the Oyu Tolgoi Project – at the
hands of Rio Tinto and its hand-picked Turquoise Hill officers and
directors. The tangled web that has been woven between Rio Tinto
and Turquoise Hill has resulted in a lack of corporate governance
controls, systemic disregard for the interests of minority
shareholders, a sustained period of false and misleading
disclosures and irreparable harm to the interests of all Turquoise
Hill stakeholders.
The Oyu Tolgoi Project is one of the largest
known copper and gold deposits in the world, containing ore that is
six times the average-industry grade. If managed and operated
properly, the Oyu Tolgoi Project should reap exceptional benefits
for all stakeholders – including the people and government of
Mongolia and the majority and minority shareholders of Turquoise
Hill.
It is time to take action against the current
culture of entrenchment, value destruction and misconduct at
Turquoise Hill. At the Meeting, Pentwater is seeking the support of
Turquoise Hill shareholders to vote using the GOLD
form of proxy or VIF FOR:
- the election of the highly qualified and meaningfully
independent director nominee, Matthew Halbower, Chief Executive
Officer and Chief Investment Officer of Pentwater, to the board of
directors of the Company; and
- the adoption of a shareholder proposal, which would provide
minority shareholders of Turquoise Hill with the exclusive right to
nominate and elect three of seven directors to the board of
directors of the Company.
Turquoise Hill shareholders have the opportunity
to initiate much-needed change, to restore accountability and to
safeguard minority shareholder interests in Turquoise Hill. By
electing Matthew Halbower to the board of directors of the Company,
minority shareholders will for the first time have a director
representing them whose interests are fully aligned with theirs,
rather than Rio Tinto's, which is exemplified by Pentwater's
significant investment in Turquoise Hill.
To ensure your vote is counted, please vote
using the GOLD form of proxy or
GOLD VIF prior to 5:00 p.m. (Eastern Time) on
Thursday, May 7, 2020. You should discard any management proxies or
VIFs that you receive.
Shareholders are urged to read the full text of
Pentwater's proxy circular and letter to shareholders, which are
available under Turquoise Hill's issuer profile on SEDAR at
www.sedar.com.
About Pentwater
Pentwater is a private investment firm focused
on investing in event driven strategies with expertise across the
capital structure. Founded in April of 2007, the firm’s experienced
team uses a dynamic, disciplined approach to mitigate risk and
optimize returns.
The head office of Pentwater is located at 1001
10th Ave South, Suite 216, Naples, FL 34102.
For further information
contact:
MacKenzie Partners, Inc.Daniel Burch –
1-212-929-5748Jeanne Carr – 1-917-648-4478
Email: SaveTRQ@mackenziepartners.com
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