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

NAPLES, Fla., Nov. 1, 2022 /CNW/ - Pentwater Capital Management LP ("Pentwater") announced today 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 entered into an agreement (the "Agreement") with Rio Tinto International Holdings Limited and Rio Tinto plc (together, "Rio Tinto") in relation to the special meeting of shareholders (the "Special Meeting") of Turquoise Hill Resources Ltd. ("Turquoise Hill") to be held on November 8, 2022 to vote on Rio Tinto's acquisition by way of plan of arrangement (the "Arrangement") of the approximately 49% of the issued and outstanding common shares of Turquoise Hill (the "Common Shares") that Rio Tinto does not own for Cdn. $43.00 per Common Shares in cash (the "Consideration").

Under the Agreement, the Pentwater Parties have agreed to withhold their votes at the Special Meeting and have delivered notices of the exercise of their dissent rights in respect of the Arrangement.  The Pentwater Parties have also agreed to restrictions on their ability to purchase or sell Common Shares.  Rio Tinto has agreed to increase the dissent condition applicable to the Arrangement from 12.5% to 17.5% of the issued and outstanding Common Shares.  Under the Agreement, the Pentwater Parties and Rio Tinto have also agreed that the dissent proceedings with the Pentwater Parties and certain other claims shall be conducted by arbitration, and the Pentwater Parties shall be paid Cdn. $34.40 of the Consideration following the completion of the Arrangement, with the remaining Consideration payable following the final determination of the arbitration.  The Agreement also contains customary releases of the parties.

The Pentwater Parties beneficially own 30,514,225 Common Shares, representing approximately 15.16% of the issued and outstanding Common Shares.  This includes 40,000 Common Shares that are deemed beneficially owned pursuant to U.S. $20.00 strike January 20, 2023 call options to purchase 40,000 Common Shares.  Excluding the Common Shares deemed beneficially owned pursuant to such call options, the Pentwater Parties beneficially own 30,474,225 Common Shares, representing approximately 15.14% of the issued and outstanding Common Shares.   

SOURCE Pentwater Capital Management LP