Past year: ▲ 107%(20.78 – 42.99 CAD)
Each one in plain English, with the numbers worked through for a shareholder.
16 Dec 2022business combination● NeutralMajor
Turquoise Hill announced completion of the arrangement: Rio Tinto acquired the roughly 49% of shares it did not already own for C$43.00 per share in cash. The company intends to apply to delist its shares from the TSX and NYSE and to stop being a reporting issuer in Canada. This ends the minority shareholders' position, with those who did not dissent receiving the cash price, and Rio Tinto now owns the company.
9 Dec 2022business combination● NeutralMajor
Shareholders approved the Rio Tinto arrangement at the December 9, 2022 meeting: about 60.5% of all votes cast and about 86.6% of minority-held votes, against the required thresholds of 66⅔% of all votes and a simple majority of minority votes. Dissent notices covered less than 17.5% of outstanding shares. Final Yukon court approval is to be sought at a hearing expected December 14, and the company expects completion on or shortly after December 16, 2022, if conditions are met. The release states the approval requirement as 66⅔% of votes cast, and also reports approval of about 60.5% of all votes cast; the filing does not reconcile these two figures, so the vote tally against the stated threshold should be checked in the circular or the meeting results. This resolves the vote thread; court approval and closing were still pending.
25 Nov 2022business combination● NeutralMajor
After several postponements, the vote was reset for December 9, 2022 at 12:00 p.m. Montreal time. The filing explains that Rio Tinto had signed side agreements on November 1 with shareholders linked to Pentwater and SailingStone to settle their dissent and oppression claims in exchange for them withholding their votes. After complaints from minority shareholders and concerns raised by Quebec's securities regulator (the AMF), those agreements were terminated and Rio Tinto instead gave all minority holders irrevocable commitments. Under these, holders who dissent can elect an upfront C$34.40 per share, with any higher court-determined fair value (up to C$43.00) paid later with interest, and oppression claims can survive the deal. Rio Tinto also raised the dissent closing threshold from 12.5% to 17.5% of shares. The price stays at C$43.00 and the board still unanimously recommends the deal. The filing notes there is no floor on the fair value a dissenter may receive.
1 Nov 2022business combination● Neutral
At Rio Tinto's request, Turquoise Hill postponed the shareholder vote on the C$43.00 cash buyout of the roughly 49% of shares Rio Tinto does not own from November 1 to November 8, 2022. The proxy deadline moves to November 4 and the deadline for registered holders to file dissent notices to November 7; votes already cast stand unless changed. The filing gives no reason for the postponement (the later November 24 filing explains it), and the vote is still pending.
26 Oct 2022business combination● Neutral
The board reminded minority shareholders to vote for the C$43.00 cash Rio Tinto arrangement before the 10:30 a.m. Montreal time deadline on October 28, 2022. It repeats earlier points: a 67% premium to the C$25.68 March 11, 2022 price, a price within TD Securities' fair value range, no better alternative found after a market canvass, and two price rises totalling C$9.00. No new terms or results; the vote is still pending.
25 Oct 2022business combination● Neutral
The board again urged minority shareholders to vote for the C$43.00 cash arrangement with Rio Tinto, responding to the ISS proxy adviser report; the release says ISS ultimately found the discount to net asset value in the offer outweighed the downside risks of rejecting it, while Egan-Jones and Glass Lewis supported the deal. The company says that if the deal fails, shareholders would forgo the 67% premium and it would need to address near-term financing and funding needs. It says the special committee won two price increases totalling C$9.00 from the C$34.00 offered in March, and that the price is within TD Securities' fair value range. Voting closes at 10:30 a.m. Montreal time on October 28, 2022; this is a campaign update and the vote outcome is not yet known.
30 Sept 2022business combination▲ GoodMajor
The Yukon court granted an interim order for the Rio Tinto arrangement, in which Rio Tinto International Holdings would buy the roughly 49% of shares it does not own for C$43.00 cash per share, up from the C$34.00 first proposed in March 2022. That is a 67% premium to the C$25.68 close on March 11, 2022 and 19% over the C$36.12 close on August 31, 2022. The shareholder meeting is set for November 1, 2022; approval needs two-thirds of votes cast plus a majority of minority votes, excluding Rio Tinto's 102,196,643 shares, and final court approval is also required. The vote is still pending, so minority holders' position is not yet decided.
7 Sept 2022business combination● NeutralMajor
Turquoise Hill signed a formal arrangement agreement dated September 5, 2022 with Rio Tinto International Holdings (purchaser) and Rio Tinto plc (parent), under which Rio Tinto would acquire all shares it does not already own and cancel all other equity interests. This turns the non-binding March 2022 proposal into a signed deal. The excerpt shows no price (the later filing states C$43.00 per share in cash). Approval needs two-thirds of votes cast plus a majority of minority-held votes, and the unconflicted board unanimously recommends it after a special committee recommendation and a valuation. Exhibit list also includes a Third Amended and Restated Heads of Agreement, an Early Advance Agreement and a Voting Support Agreement, whose terms are not shown in the visible text.
18 May 2022business combination▲ GoodMajor
The filing discloses that on March 14, 2022 Rio Tinto made a non-binding proposal to buy the roughly 49% of Turquoise Hill held by minority shareholders for C$34.00 per share in cash. A special committee of independent directors is reviewing it, with BMO Capital Markets as financial advisor, Blake, Cassels & Graydon as legal counsel and TD Securities preparing a formal valuation. The funding agreement was amended: the deadline for the at least US$650 million equity offering moves from August 31 to December 31, 2022, and Rio Tinto will provide an extra bridge of up to US$400 million, to be repaid from that offering. Rio Tinto said that if the company does an equity offering it intends to withdraw the proposal and take up its pro rata share. The proposal is non-binding and there is no assurance a deal results, so minority shareholders' position is not yet decided.
25 Jan 2022business combination▲ GoodMajor
Turquoise Hill announced a deal with the Government of Mongolia: the OT LLC board unanimously approved starting the undercut (blasting to begin underground production), and the company expects Panel 0 sustainable production in the first half of 2023. It agreed to waive in full the US$2.4 billion carry account loan owed by Erdenes Oyu Tolgoi (US$1.4 billion invested plus US$1.0 billion accrued interest), which the filing says has an expected NPV impact of about US$1.0 billion. Formal termination of the UDP and resolution of the tax arbitration are still outstanding. Separately, a binding Amended Heads of Agreement with Rio Tinto replaces the April 2021 one, against a base-case funding requirement of US$3.4 billion: re-profiling of debt (potentially cutting up to US$1.7 billion), up to US$500 million of supplemental senior debt, a Rio Tinto co-lending facility of up to US$750 million after sustainable production, a Rio Tinto bridge of up to US$300 million, and an equity offering of at least US$650 million by August 31, 2022 (up to US$1.5 billion in total if needed), meaning possible dilution. Steve Thibeault is named Interim CEO. This largely resolves the 2021 dispute over the Defini
13 Dec 2021regulatory community update● NeutralMajor
Turquoise Hill said it and Rio Tinto have made a joint offer to the Government of Mongolia to reset the relationship. It includes forgiving the roughly US$2.3 billion shareholder loan owed by Erdenes (the Mongolian-owned shareholder) to the company, and cancelling the Underground Plan (UDP) going forward. This follows the Government's January 2021 move to terminate and replace the UDP. The company aims to secure approval to start the undercut after a definitive agreement, with talks targeted to finish before the end of 2021 and still subject to approvals. The forward-looking statements also mention a partial, short-term bridging budget approved by the OT LLC board at end of November 2021 that is expected to be fully spent or committed by mid-January 2022.
4 May 2021regulatory community update▼ BadMajor
The Government of Mongolia filed its defence in the tax arbitration Oyu Tolgoi LLC brought in February 2020, asking that OT's tax claims be rejected entirely. Its counterclaim refers to earlier-reported allegations of improper payments to officials, seeks unquantified damages, and asks the tribunal to add Turquoise Hill and a Rio Tinto group member as parties. In the alternative, it seeks a declaration that the 2009 Investment Agreement is void. Turquoise Hill denies the allegations against it and will oppose being added; if added, it says it will defend itself vigorously. This escalates the arbitration thread from the January 2021 tax claim, and for the first time puts the company itself potentially in the dispute.
11 Jan 2021regulatory community update▼ BadMajor
Oyu Tolgoi received a new Mongolian tax claim of about US$228 million for 2016-2018, which also seeks to cut its carried-forward tax losses by about US$1.5 billion; it plans to add this to the existing London arbitration over the 2013-2015 assessment. The Government of Mongolia told Rio Tinto it is dissatisfied with the Definitive Estimate announced December 18, 2020 and said it may need to review whether the project can proceed, and it intends to start discussions on terminating and replacing the 2015 Underground Plan. A proposed class action in Montreal also names the company and certain current and former officers over alleged misstatements on Oyu Tolgoi schedule and cost; the company says it is without merit. This escalates the arbitration thread and puts the 2015 Underground Plan, which resolved earlier shareholder matters, back in question.
10 Sept 2020material agreement▼ BadMajor
On September 9, 2020, Turquoise Hill and controlling shareholder Rio Tinto signed a non-binding memorandum of understanding on funding Oyu Tolgoi, covering a re-profiling of existing project debt (deferring repayments, extending terms), which they expect could reduce funding needs by up to US$1.4 billion, and up to US$500 million of new supplemental senior debt. If these fall short, a Turquoise Hill equity offering would fill the gap: at least US$1.7 billion if re-profiling and the US$500 million succeed but nothing else, or at least US$3.6 billion if neither is achieved. Rio Tinto said it does not currently support additional debt or other non-equity funding at Turquoise Hill or Oyu Tolgoi, though it committed to consider reasonable proposals. For shareholders, this opens the possibility of dilution from a large equity raise; this builds on the earlier liquidity and interim financing discussions.
31 Aug 2020resource reserve update● NeutralMajor
Turquoise Hill filed the 2020 Oyu Tolgoi Technical Report (prepared with AMC Consultants), which was due after the July 2020 feasibility study and updates the October 2016 report. It also raised 2021 gold production outlook to 500,000-550,000 ounces from 450,000-500,000. The report does not reflect COVID-19 impacts (Shafts 3 and 4 on care and maintenance since April 2020); a COVID cost and schedule update is expected in Q4 2020, and the definitive estimate remains due in Q4 2020. The filing cites a disclosed incremental funding requirement of US$3.6 billion.
29 July 2020resource reserve update● Neutral
Turquoise Hill reported Q2 2020 results: Oyu Tolgoi produced 36,495 tonnes of copper and 31,150 ounces of gold, revenue was US$278.0 million (down 27.4% from Q2 2019), and income was US$72.3 million versus a US$736.7 million loss a year earlier, which the filing attributes mainly to a 2019 impairment charge and deferred tax movements. 2020 gold guidance was raised to 155,000-180,000 ounces and C1 cost guidance lowered to US$1.60-2.00 per pound. Available liquidity was US$1.5 billion at June 30, 2020, which the company expects to be sufficient into early 2022, and the company said the 2020 technical report would come in the third quarter. This follows the July 2020 feasibility study and the May 2020 Panel 0 redesign (base case development capital US$6.8 billion, first sustainable production target February 2023). Shafts 3 and 4 remain on care and maintenance due to COVID-19.
6 July 2020resource reserve update▼ BadMajor
Turquoise Hill announced the 2020 Oyu Tolgoi feasibility study and updated reserves. The new Hugo North Lift 1 Panel 0 design adds two structural pillars, so ore in them moved from reserves to resources pending 2021 studies. Expansion capital is in line with the previously disclosed US$1.3-1.8 billion above the 2016 estimate, and the study shows NPV8 of US$10.0 billion after tax, a 31-year mine life and a 6-year payback. The study does not reflect COVID-19 impacts (Shafts 3 and 4 on care and maintenance), and the detailed cost and schedule update is expected by year-end. This follows the May 13, 2020 announcement of about a 25-month delay and an increase of about US$1.5 billion, and replaces the earlier 'no change to cost estimates' stance. The headline also mentions an improved liquidity outlook and deferral of interim financing talks, but the visible text gives no details.
29 June 2020regulatory community update▲ GoodMajor
The Government of Mongolia and Oyu Tolgoi LLC agreed to prioritise a state-owned power plant at Tavan Tolgoi, which the Government would fund and build, replacing the earlier plan under which the plant was majority owned by Oyu Tolgoi LLC. The framework agreement was amended with milestones: a power purchase agreement by March 31, 2021, construction starting by July 1, 2021, commissioning within four years after that, and an extension of the existing power import agreement by March 1, 2021. This changes who pays for and builds the power plant, but the milestones still have to be met.
14 Feb 2020listing compliance notice● Neutral
Turquoise Hill will ask shareholders to approve a consolidation of its common shares and will voluntarily delist from Nasdaq, with trading suspended on Nasdaq before the open on March 5, 2020. Nasdaq had notified the company on August 28, 2019 that the share price had been under US$1.00 for 30 consecutive business days, and the company says a consolidation (if completed) would cure this. Shares continue to trade on the NYSE and TSX, and Nasdaq was only about 5% of 2019 worldwide trading volume. The filing gives no consolidation ratio.
31 Dec 2018regulatory community update▲ GoodMajor
Oyu Tolgoi and the Government of Mongolia signed a Power Source Framework Agreement for a Tavan Tolgoi-based power project, a binding framework for a 300 megawatt plant majority owned by Oyu Tolgoi LLC. Construction is expected to start in 2020 after further studies, with commissioning scheduled for mid-2023; technical design and commercial arrangements, including financing, are still to be finalised. This follows the February 2018 cancellation of the earlier power agreement and the requirement to source power domestically, but cost and financing remain unresolved. The CEO is now Ulf Quellmann.
16 Feb 2018regulatory community update▼ BadMajor
The Government of Mongolia cancelled the 2014 Power Sector Cooperation Agreement, saying the Tavan Tolgoi power project is no longer viable. As a result, effective February 15, 2018, Oyu Tolgoi must source its long-term power domestically within four years under the Investment Agreement. The company is evaluating options, including an Oyu Tolgoi-based power plant, with no final decision on outcome, cost or financing, and the cost of a power solution is not included in the US$5.3 billion expansion capital estimate. This ends the power tender thread begun in August 2014 and adds an unbudgeted cost risk.
5 Oct 2017regulatory community update● Neutral
Turquoise Hill hosted investors and analysts at Oyu Tolgoi on October 3-5, 2017. The CEO said underground lateral development and engineering are on plan and Shaft 5 is expected to be complete in Q1 2018. He disclosed that Rio Tinto is carrying out a schedule and cost review of the underground project, while Turquoise Hill still expects first draw bell production from Hugo North Lift 1 in mid-2020 and no change to cost estimates. The 2018 open-pit plan could add roughly 100,000 ounces of gold by bringing production forward from future years, with guidance due in December 2017.
24 Oct 2016resource reserve update● Neutral
This is the formal SEDAR filing of the full 2016 Oyu Tolgoi technical report, prepared by OreWin, with its cover letter, qualified-person certificates and consents. It is filed voluntarily to provide updated technical information, and it carries the same content announced in the October 21 press release rather than new developments.
21 Oct 2016resource reserve update▲ GoodMajor
Turquoise Hill filed the updated independent 2016 Oyu Tolgoi technical report (by OreWin), which follows the May 2016 feasibility study. Reserves and resources changed only by open-pit mining depletion; the Reserves Case shows expansion capital of US$4.63 billion, NPV8% of US$6.94 billion after tax and a 21% IRR, at long-term prices of US$3.00 per pound copper and US$1,300 per ounce gold. The higher NPV than May's US$4.6 billion is attributed in the filing to metal prices (US$0.9 billion), the discounting start date (US$0.5 billion), operating costs (US$0.5 billion) and other changes (US$0.4 billion). It also adds preliminary, more speculative expansion cases, which carry no assurance of being realised.
6 May 2016resource reserve update▲ GoodMajor
Oyu Tolgoi received the formal notice to proceed from the boards of Turquoise Hill, Rio Tinto and Oyu Tolgoi LLC, the final requirement to restart underground development, with construction expected to begin in mid-2016, as the August 2015 filing had targeted. The 2016 feasibility study shows expansion capital of US$5.3 billion nominal (US$5.1 billion in 2016 real terms), an 18% after-tax return and NPV8% of US$4.6 billion, with first underground production around 2021. The US$4.4 billion project finance facility, signed December 2015, is to be drawn by June 2016, with expected net proceeds of about US$4.1 billion first used to pay down shareholder loans owed to Turquoise Hill. This resolves the long-running underground approval and financing threads.
15 Sept 2015regulatory community update▲ GoodMajor
Turquoise Hill noted that the Government of Mongolia signed the request for host country approval of guarantees the Multilateral Investment Guarantee Agency (MIGA) would issue for the Oyu Tolgoi project financing, which the company calls a significant milestone in the financing timeline. It says further steps remain and expects signing of project financing by the end of 2015, which moves forward the project-finance thread left open since the bank commitments expired in September 2014.
27 Aug 2015resource reserve update▲ GoodMajor
Oyu Tolgoi filed revised schedules for the 2015 feasibility study with the Mongolian Minerals Council and aligned it with the Underground Mine Development and Financing Plan signed in May 2015; the Council had already tentatively accepted the study. Funding for pre-start activities has been approved, with the official notice to proceed expected in early 2016 and lateral mining development targeted to restart in mid-2016, after a capital estimate update and final board approvals. This moves the long-stalled underground thread forward, since the May 2015 plan appears to address the shareholder matters (an inference; the filing does not list the terms), though full project approval is still pending.
19 Mar 2015resource reserve update● Neutral
Oyu Tolgoi filed the statutory 2015 feasibility study with the Mongolian Minerals Council, as Mongolian law requires an update at least every five years (the 2009 study was accepted in March 2010). It is consistent with the 2014 technical report but shows the underground with no start date because that depends on resolving shareholder matters; an updated study will replace it once those are resolved. Turquoise Hill, Rio Tinto and the Government of Mongolia are still working to resolve shareholder matters and finalize project finance, so the open thread continues.
24 Feb 2015asset acquisition disposition● NeutralMajor
Turquoise Hill agreed to sell its remaining 48,705,155 SouthGobi shares to Novel Sunrise Investments at CDN$0.35 per share, about CDN$8.5 million at closing and about CDN$8.5 million a year later, with closing expected by March 31, 2015. Turquoise Hill also gets a put option to make Novel Sunrise buy more shares (up to 29.99% of SouthGobi) at the same price if the July 2014 sale to National United Resources is not completed by April 30, 2015 (extendable to no later than September 30, 2015). Once both sales close it will own no SouthGobi shares; this builds on the July 2014 partial sale and adds a fallback if that deal fails.
29 Oct 2014resource reserve update● NeutralMajor
Turquoise Hill filed the full independent NI 43-101 technical report (by OreWin) for Oyu Tolgoi that was due after the September 22 feasibility study. It reports Reserve Case expansion capital of US$4.9 billion (versus US$5.1 billion in 2013), proven and probable reserves of 1,530 million tonnes at 0.85% copper, and a project value cut by US$0.8 billion from delay and US$1.5 billion from more cautious cave assumptions. At the regulator's request it does not show economics for the Life of Mine case. This completes the technical report thread; underground restart is still subject to the Mongolia shareholder matters.
