PENTWATER CAPITAL MANAGEMENT LP FILES EARLY WARNING REPORT IN RESPECT OF TURQUOISE HILL RESOURCES LTD.

NAPLES, Fla., Nov. 17, 2022 /CNW/ - Pentwater Capital Management LP ("Pentwater") announces that it, certain funds and other entities over which Pentwater and its affiliates exercise control and direction and certain joint actors of Pentwater (collectively, the "Pentwater Parties") have today entered into a termination agreement (the "Termination Agreement") with Rio Tinto International Holdings Limited and Rio Tinto plc (together, "Rio Tinto"). 

The Termination Agreement terminates with immediate effect the agreement (the "Agreement") dated November 1, 2022 that the Pentwater Parties previously entered into with Rio Tinto in relation to the special meeting of shareholders of Turquoise Hill Resources Ltd. ("Turquoise Hill") to be held to vote on Rio Tinto's proposed acquisition by way of plan of arrangement (the "Arrangement") of the approximately 49% of the common shares of Turquoise Hill (the "Common Shares") that Rio Tinto does not own for Cdn. $43.00 per Common Share in cash. The Termination Agreement provides that the provisions of the Agreement are void and that no party to the Agreement has any liability or obligation in respect of the Agreement.     

Rio Tinto today issued a press release disclosing the entering into of the Termination Agreement and setting forth certain irrevocable commitments (the "Public Commitments") to all minority shareholders of Turquoise Hill.  Rio Tinto's press release stated that it was proceeding with its proposed acquisition of all of the Common Shares for Cdn. $43.00 per Common Share.  Rio Tinto's press release also stated that it had requested that Turquoise Hill proceed with a shareholders' meeting to vote on the Arrangement as soon as possible.

Other than the Termination Agreement and the making of the Public Commitments by Rio Tinto to all minority shareholders of Turquoise Hill, there is no other agreement, understanding or commitment, written or oral, between Rio Tinto on the one hand and any of the Pentwater Parties on the other hand, including in any way related to the Arrangement, the arrangement agreement entered into between Turquoise Hill and Rio Tinto dated September 5, 2022, any dissent rights of the Pentwater Parties, any oppression or other claims of the Pentwater Parties against Turquoise Hill, Rio Tinto or any of their respective affiliates, or any other matter.  The absence of any such agreement, understanding or commitment has been expressly affirmed in a Statutory Declaration signed today by Matthew Halbower, the Chief Executive Officer of Pentwater.  Copies of both the Termination Agreement and such Statutory Declaration will be filed on SEDAR with Pentwater's report under National Instrument 62-103 related to the entering into of the Termination Agreement. 

The Pentwater Parties beneficially own 30,474,225 Common Shares, representing approximately 15.14% of the issued and outstanding Common Shares.  The Pentwater Parties are considering what actions they may take in respect of the Arrangement including whether and how they may vote and whether they will seek to exercise dissent rights. 

For further information or a copy of the report filed under National Instrument 62-103, please contact: David Zirin, Chief Operations Officer, Pentwater Capital Management LP, 1001 10th Avenue South, Suite 216, Naples, Florida, USA, 34102, Tel: [phone].

Caution:

This press release is made by Pentwater Capital Management LP. None of this press release, the information contained herein or the delivery of this press release to any recipient constitutes, nor is it meant to constitute, a solicitation of a proxy within the meaning of applicable corporate and securities laws.   This press release is not an offer to purchase or sell or a solicitation of an offer to purchase or sell any assets or securities under the securities laws of any jurisdiction, including Canada and the United States and the federal, state, territorial or provincial securities laws applicable therein, or a solicitation to enter into any transaction.

This press release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation.  All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. Forward-looking statements are not historical facts but reflect Pentwater's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although Pentwater believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. Forward-looking statements are made as of the date of this press release and, except as may be required by applicable law, Pentwater disclaims any intention and assumes no obligation to publicly update or revise such forward-looking statements whether as a result of new information, future events or otherwise.  

SOURCE Pentwater Capital Management LP