UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
December 21, 2022
Commission File No.: 001-32403
TURQUOISE HILL RESOURCES LTD.
(Translation of Registrant’s Name into English)
Suite 3680 – 1 PLACE VILLE-MARIE, MONTREAL, QUEBEC, CANADA H3B 3P2
(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 ☒
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): ☐
SIGNATURE
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.
| TURQUOISE HILL RESOURCES LTD. | ||||||
| Dated: December 21, 2022 | By: | /s/ Dustin S. Isaacs | ||||
| Name: Dustin S. Isaacs Title: Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Material Change Report, dated December 21, 2022 | |
| 99.2 | Notice of Change in Corporate Structure, dated December 21, 2022 | |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of the Company
Turquoise Hill Resources Ltd. (the “Company”)
Suite 3680 – 1 Place Ville-Marie
Montreal, Quebec, H3B 3P2
Canada
Item 2 – Date of Material Change
December 16, 2022
Item 3 – News Release
A news release relating to the material change described herein was disseminated on December 16, 2022 through the facilities of Business Wire. The news release was subsequently filed on SEDAR.
Item 4 – Summary of Material Change
On December 16, 2022, the Company completed the previously announced plan of arrangement (the “Arrangement”) under the Business Corporations Act (Yukon) whereby Rio Tinto International Holdings Ltd. (“RTIHL”), acquired approximately 49% of the issued and outstanding common shares of the Company (“Common Shares”) that RTIHL and its affiliates did not own (the “Arrangement”).
Item 5 – Full Description of Material Change
Item 5.1 – Full Description of Material Change
On December 16, 2022, the Company completed the previously announced Arrangement under the Business Corporations Act (Yukon) whereby RTIHL acquired approximately 49% of the issued and outstanding Common Shares that RTIHL and its affiliates did not own.
The Arrangement was effected by way of a court-approved plan of arrangement under the Business Corporations Act (Yukon) on December 16, 2022. The consummation of the Arrangement was subject to a number of conditions customary to transactions of this nature, including, among others (i) the approval of 662⁄3% of votes cast by the Company’s shareholders (including Rio Tinto and its affiliates) at the special meeting of shareholders of the Company; (ii) the approval of a simple majority of the votes cast by minority shareholders at the special meeting of shareholders of the Company; and (iii) court approval.
The Common Shares of the Company were delisted from the TSX at the close of business on December 19, 2022. The Common Shares of the Company are expected to be delisted from the New York Stock Exchange on December 26, 2022. The Company has applied to cease to be a reporting issuer (or equivalent thereof) in all applicable Canadian jurisdictions.
Prior to the completion of the Arrangement, RTIHL and its affiliates beneficially owned and controlled approximately 51% of the issued and outstanding Common Shares of the Company. Upon the completion of the Arrangement, RTIHL and its affiliates acquired and beneficially owned and controlled 201,231,446 such Common Shares, representing 100% of the issued and outstanding Common Shares. Following the completion of the Arrangement, the Company became a wholly-owned subsidiary of RTIHL.
Item 5.2 – Disclosure for Restructuring Transactions
Not applicable.
Item 6 – Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 – Omitted Information
Not applicable.
Item 8 – Executive Officer
Further information regarding the matters described in this Report may be obtained from Dustin Isaacs, Chief Legal Officer and Corporate Secretary at (514) 848-1567. Mr. Isaacs is an officer through whom an executive officer who is knowledgeable about the details of the matters described herein may be contacted.
Item 9 – Date of Report
December 21, 2022
Exhibit 99.2
NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
| Item 1 | Names of the parties to the transaction: |
Turquoise Hill Resources Ltd. (“TRQ”)
Rio Tinto International Holdings Limited (“RTIHL”)
Rio Tinto plc (“Rio Tinto”)
| Item 2 | Description of the transaction: |
TRQ entered into an arrangement agreement dated September 5, 2022, as amended on November 24, 2022, by and among TRQ, RTIHL and Rio Tinto (the “Arrangement Agreement”) pursuant to which, RTIHL agreed to acquire all of the issued and outstanding common shares (“TRQ Shares”) of TRQ not already held by RTIHL and its affiliates (the “Arrangement”).
Effective on December 16, 2022, RTIHL acquired all of the issued and outstanding TRQ Shares pursuant to the Arrangement Agreement and in accordance with a court-approved plan of arrangement under the Business Corporations Act (Yukon).
Pursuant to the Arrangement, non-dissenting TRQ shareholders (other than RTIHL and its affiliates) received C$43.00 per TRQ Share in cash.
The TRQ Shares were delisted from the Toronto Stock Exchange at the close of trading on December 19, 2022 and will be delisted from the New York Stock Exchange on December 26, 2022.
| Item 3 | Effective date of the transaction: |
December 16, 2022.
| Item 4 | Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity |
TRQ has applied to cease to be a reporting issuer (or equivalent thereof) in all applicable Canadian jurisdictions.
Rio Tinto continues to trade its common shares on the Australian Securities Exchange under the symbol “RIO”. Rio Tinto is not a reporting issuer in any of the Provinces of Canada.
| Item 5 | Date of reporting issuer’s first financial year-end subsequent to the transaction |
Not applicable.
| Item 6 | Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction |
Not applicable.
| Item 7 | Documents filed under this Instrument that described the transaction and where those documents can be found in electronic format |
Further details regarding the Arrangement can be found in the management discussion and analysis of TRQ for the three and nine months ended September 30, 2022 and dated November 14, 2022 available on SEDAR under TRQ’s profile at www.sedar.com.
Dated December 21, 2022.