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Wednesday, July 30, 2014
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Turquoise Hill Announces Sale of 29.95% Stake in SouthGobi Resources
VANCOUVER, BC--(Marketwired - July 30, 2014) - Turquoise Hill Resources (NYSE:TRQ) (NASDAQ:TRQ) (TSX:TRQ) (Turquoise Hill or the Company) today announced that it has entered into a share purchase agreement with National United Resources Holdings Limited (the Purchaser), a Hong Kong-based public company listed on the main board of the Stock Exchange of Hong Kong (SEHK), providing for the sale to the Purchaser of a 29.95% stake in SouthGobi Resources Ltd. (SouthGobi), an integrated coal mining, development and exploration company operating in Mongolia.
Under the terms of the agreement, which was effected in accordance with and in reliance upon the "private agreement" exemption under the Canadian takeover bid regime, Turquoise Hill has agreed to sell 56,102,000 common shares that it owns in the capital of SouthGobi to the Purchaser at a price of CDN$0.455 per common share, following which Turquoise Hill would continue to hold 48,705,155 shares of SouthGobi, representing approximately a 26% stake in SouthGobi. Approximately CDN$12.8 million in cash will be received by the Company at closing and deferred consideration of approximately CDN$12.8 million will be payable one year after the closing of the transaction.
Closing is subject to certain closing conditions, including the SEHK approving the circular to be provided to the Purchaser's shareholders for the shareholder vote on the transaction and the Purchaser's shareholders approving the transaction. Closing is expected to occur no later than November 30, 2014.
CIBC World Markets Inc. acted as financial advisor and Norton Rose Fulbright acted as legal advisors to the Special Committee and the Turquoise Hill Board of Directors in respect of this transaction.
Turquoise Hill Enters Into an Agreement with National United Resources to Sell Shares Representing 29.95% of SouthGobi Resources' Total Shareholding
HONG KONG, CHINA--(Marketwired - July 30, 2014) - SouthGobi Resources Ltd. (TSX:SGQ) (HKSE:1878) ("SouthGobi" or the "Company") has been notified that Turquoise Hill Resources Ltd. ("Turquoise Hill") has entered into a share purchase agreement to sell a 29.95% stake in the Company to National United Resources Holdings Limited (HKSE:254, "NUR"), a Hong Kong-based public company listed on the main board of the Stock Exchange of Hong Kong Limited ("SEHK").
Under the terms of the agreement, which was effected in accordance with and in reliance upon the "private agreement" exemption under the Canadian takeover bid regime, Turquoise Hill has agreed to sell 56,102,000 common shares that it owns in the capital of the Company to NUR at a price of CAD0.455 per common share, following which Turquoise Hill would continue to hold 48,705,155 shares of the Company, representing approximately a 26.00% stake in the Company. SouthGobi notes that under the proposed transaction, approximately CAD12.8 million in cash will be received by Turquoise Hill at closing and deferred consideration of approximately CAD12.8 million will be payable to Turquoise Hill one year after the closing of the transaction.
Closing is subject to certain closing conditions, including approval of both the SEHK as well as NUR's shareholders. Closing is expected to occur no later than November 30, 2014.
Upon closing of the transaction, the Company expects that two persons nominated by NUR will be appointed to the board of directors of the Company.
SouthGobi will continue to focus on its business and drive to deliver upon its 2014's objectives with the usual high priority on safety.
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