MONTREAL, Dec. 22, 2020 /CNW/ - Turquoise Hill
Resources Ltd. ("Turquoise Hill" or the "Company") today announced
that, as contemplated in its announcement on September 10, 2020 following the execution of the
non-binding MOU with Rio Tinto, it has completed the first phase of
its comprehensive funding review process, which involved the
identification, market testing and evaluation of a range of funding
options available to Oyu Tolgoi LLC. Based on this market testing,
the most promising funding options for Oyu Tolgoi include a gold
streaming transaction, a gold pre-sale transaction and an offering
of global medium term notes/bonds ("GMTN"), with the potential to
reduce the Company's previously disclosed $3.0 billion projected base case funding
requirement. Moreover, each identified funding option is
expected:
- to be capable of execution by Oyu Tolgoi LLC without the need
for "completion support" from Rio Tinto;
- to be achievable at a cost of capital that is lower than the
Company's estimated cost of equity and is competitive with the
terms of Oyu Tolgoi's existing project loans (particularly when the
longer duration of the identified funding options is taken into
account); and
- if successfully executed, to be accretive to the estimated net
present value of equity returns from Oyu Tolgoi LLC.
Turquoise Hill is providing the project's co-owner, Erdenes Oyu
Tolgoi LLC ("Erdenes"), and Rio Tinto with information concerning
the findings of its market testing exercise, and of the Company's
preliminary conclusions on funding priorities and strategy.
"Our funding process has confirmed our belief that multiple
sources of competitively priced non-equity capital are available to
fund partially and potentially entirely the completion of Oyu
Tolgoi's world-class underground development," said Ulf Quellmann,
Chief Executive Officer of Turquoise Hill. "The funding options
we've developed may, individually or in combination, create
significant value for Oyu Tolgoi's shareholders, including
Turquoise Hill and seek to minimise or potentially eliminate the
need for a dilutive rights offering by the Company. We look forward
to continuing positive engagement with Erdenes, the Government, Rio
Tinto and other stakeholders on funding as well as on a number of
related issues."
"The results of our market testing are very encouraging, with
inflation adjusted cost of capital indications being in the
mid-to-high single digits across all identified funding options,
and streaming being at the lower end of this range. We will
now focus on finalising terms for a streaming transaction as soon
as possible, and on completing preparations necessary for a
potential inaugural offering of GMTN later in 2021. At the same
time, we will continue to work with Rio Tinto, as well as
Erdenes and the Government of Mongolia to implement the previously announced
Memorandum of Understanding, including the proposed re-profiling of
Oyu Tolgoi's existing project debt and the sourcing of an
additional US$500 million of
supplemental senior debt," said Luke
Colton, Chief Financial Officer of Turquoise Hill.
Further Details on Financing Options
Based on indicative proposals from streamers and other market
feedback, TRQ intends to continue its pursuit of the potential
funding options, including:
- a gold streaming transaction involving a significant
up-front payment to Oyu Tolgoi, as well as deferred payments based
on gold "spot" prices, in consideration of deliveries to one or
more streamers of an agreed portion of gold produced from the Oyut
deposit (which is currently being mined through Oyu Tolgoi's open
pit operations); and
- one or more offerings of GMTN by Oyu Tolgoi with a tenor
of at least 10 years and "bullet" principal repayment at
maturity.
Conditions and Risks
Execution of the identified funding options (or any of them) by
Oyu Tolgoi on the terms expected (or at all) is or may be subject
to certain risks and uncertainties relating to the following
matters, many of which are outside the Company's control,
including:
- the availability of support and required consents or waivers
(if any) from key stakeholders (including Erdenes, the Government
of Mongolia and Rio Tinto) none of
which, if required, can be assured and some of which may only be
resolved following the outcome of the Company's pending arbitration
with Rio Tinto, which was announced on November 4, 2020;
- commodity and bond market conditions;
- reaching agreement with Oyu Tolgoi LLC's existing project
lenders on certain matters; and
- Oyu Tolgoi's open pit operations and the underground
development, including securing an extension of the current power
import arrangements and, prior to a GMTN offering, commencement of
the undercut.
About Turquoise Hill Resources
Turquoise Hill is an international mining company focused on the
operation and continued development of the Oyu Tolgoi copper-gold
mine in Mongolia, which is the
Company's principal and only material mineral resource property.
Turquoise Hill's ownership of the Oyu Tolgoi mine is held through a
66% interest in Oyu Tolgoi LLC (Oyu Tolgoi); Erdenes Oyu Tolgoi
LLC, a Mongolian state-owned entity, holds the remaining 34%
interest.
Forward-looking statements and forward-looking
information
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company's beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute "forward-looking information" within the meaning of
applicable Canadian securities legislation and "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements and information relate to future events
or future performance, reflect current expectations or beliefs
regarding future events and are typically identified by words such
as "anticipate", "could", "should", "expect", "seek", "may",
"intend", "likely", "plan", "estimate", "will", "believe" and
similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to,
statements and information regarding: the arbitration proceedings,
including the potential benefits, timing and outcome of the
arbitration proceedings; the expectations set out in the OTTR20;
the timing and amount of future production and potential production
delays; the timing of commencement of the undercut, as well as the
timing and achievement of other key milestones; statements in
respect of the impacts of any delays on the Company's cash flows;
expected copper and gold grades; the merits of the class action
complaint filed against the Company; liquidity, funding sources,
funding requirements and planning and the status and nature of the
Company's ongoing discussions with Rio Tinto and its subsidiaries
with respect to future funding plans and requirements (including as
contemplated by the MOU); the amount of any funding gap to complete
the Oyu Tolgoi Project; the amount and potential sources of
additional funding; the Company's ability to re-profile its
existing project debt in line with current cash flow projections;
the amount by which a successful re-profiling of the Company's
existing debt would reduce the Company's currently projected
funding requirements; the Company's and Rio Tinto's understanding
regarding the raising of supplemental senior debt and the Company's
ability to raise supplemental senior debt; the Company's and Rio
Tinto's understanding regarding the process for identifying and
considering other funding options; the Company's and Rio Tinto's
understanding regarding the scope and timing for an equity offering
by the Company to address any remaining funding gap; the Company's
intention to prioritise funding by way of debt and/or hybrid
financing over equity funding; the Company's ability to execute on
its non-equity financing options, including any proposed gold
streaming or gold pre-sale transaction or GMTN offering; the
Company's expectation of the anticipated funding gap; the timing of
studies, announcements and analyses; status of underground
development; the mine design for Panel 0 of Hugo North Lift 1 and
the related cost and production schedule implications; the
re-design studies for Panels 1 and 2 of Hugo North Lift 1 and the
possible outcomes, content and timing thereof; expectations
regarding the possible recovery of ore in the two structural
pillars, to the north and south of Panel 0; the possible
progression of SOPP and related amendments to the PSFA as well as
power purchase agreements; the timing of construction and
commissioning of the potential SOPP; sources of interim power; the
potential impact of COVID-19 on the Company's business, operations
and financial condition; capital and operating cost estimates; the
content of the definitive estimate; mill and concentrator
throughput; the outcome of formal international arbitration
proceedings; anticipated business activities, planned expenditures,
corporate strategies, and other statements that are not historical
facts.
Forward-looking statements and information are made based upon
certain assumptions and other important factors that, if untrue,
could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements or
information. There can be no assurance that such statements or
information will prove to be accurate. Such statements and
information are based on numerous assumptions regarding present and
future business strategies, local and global economic conditions,
and the environment in which the Company will operate in the
future, including the price of copper, gold and silver; projected
gold, copper and silver grades; anticipated capital and operating
costs; anticipated future production and cash flows; the
anticipated location of certain infrastructure in Hugo North Lift 1
and sequence of mining within and across panel boundaries; the
availability and timing of required governmental and other
approvals for the construction of the SOPP; the ability of the
Government of Mongolia to finance
and procure the SOPP within the timeframes anticipated in the PSFA,
as amended; the willingness of third parties to extend existing
power arrangements; the status of the Company's relationship and
interaction with the Government of Mongolia on the continued operation and
development of Oyu Tolgoi and Oyu Tolgoi LLC internal governance;
the status and nature of the Company's ongoing discussions with Rio
Tinto and its subsidiaries with respect to future funding plans and
requirements (including as contemplated by the MoU) as well as the
commencement and conclusion of the arbitration proceedings,
including the potential benefits, timing and outcome of the
arbitration proceedings.
Certain important factors that could cause actual results,
performance or achievements to differ materially from those in the
forward-looking statements and information include, among others:
copper, gold and silver price volatility; discrepancies between
actual and estimated production; mineral reserves and resources and
metallurgical recoveries; development plans for processing
resources; the accuracy of the definitive estimate review; public
health crises such as COVID-19; matters relating to proposed
exploration or expansion; mining operational and development risks,
including geotechnical risks and ground conditions; litigation
risks, including the outcome of the class action complaint filed
against the Company; regulatory restrictions (including
environmental regulatory restrictions and liability); Oyu Tolgoi
LLC or the Government of Mongolia's ability to deliver a domestic power
source for the Oyu Tolgoi project within the required contractual
time frame; communications with local stakeholders and community
relations; activities, actions or assessments, including tax
assessments, by governmental authorities; events or circumstances
(including strikes, blockades or similar events outside of the
Company's control) that may affect the Company's ability to deliver
its products in a timely manner; currency fluctuations; the
speculative nature of mineral exploration; the global economic
climate; dilution; share price volatility; competition; loss of key
employees; cyber security incidents; additional funding
requirements, including in respect of the development or
construction of a long-term domestic power supply for the Oyu
Tolgoi project; capital and operating costs, including with respect
to the development of additional deposits and processing
facilities; and defective title to mineral claims or property.
Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements and
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. All
such forward-looking statements and information are based on
certain assumptions and analyses made by the Company's management
in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are reasonable and appropriate in
the circumstances. These statements, however, are subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements or information.
With respect to specific forward-looking information concerning
the continued operation and development of Oyu Tolgoi, the Company
has based its assumptions and analyses on certain factors which are
inherently uncertain. Uncertainties and assumptions include, among
others: the timing and cost of the construction and expansion of
mining and processing facilities; the timing and availability of a
long-term domestic power source (or the availability of financing
for the Company or the Government of Mongolia to construct such a source) for Oyu
Tolgoi; the ability to secure and draw down on the supplemental
debt under the Oyu Tolgoi project financing facility and the
availability of additional financing on terms reasonably acceptable
to Oyu Tolgoi LLC, Rio Tinto and the Company to further develop Oyu
Tolgoi as well as the status and nature of the Company's ongoing
discussions with Rio Tinto and its subsidiaries with respect to
future funding plans and requirements (including as contemplated by
the MOU); the potential impact of COVID-19; the impact of changes
in, changes in interpretation to or changes in enforcement of,
laws, regulations and government practices in Mongolia; the availability and cost of skilled
labour and transportation; the obtaining of (and the terms and
timing of obtaining) necessary environmental and other government
approvals, consents and permits; delays, and the costs which would
result from delays, in the development of the underground mine
(which could significantly exceed the costs projected in OTTR20 and
the definitive estimate); projected copper, gold and silver prices
and their market demand; and production estimates and the
anticipated yearly production of copper, gold and silver at Oyu
Tolgoi.
The cost, timing and complexities of mine construction and
development are increased by the remote location of a property such
as Oyu Tolgoi. It is common in mining operations and in the
development or expansion of existing facilities to experience
unexpected problems and delays during development, construction and
mine start-up. Additionally, although Oyu Tolgoi has achieved
commercial production, there is no assurance that future
development activities will result in profitable mining
operations.
Readers are cautioned not to place undue reliance on
forward-looking information or statements. By their nature,
forward-looking statements involve numerous assumptions, inherent
risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not
occur. Events or circumstances could cause the Company's actual
results to differ materially from those estimated or projected and
expressed in, or implied by, these forward-looking statements.
Important factors that could cause actual results to differ from
these forward-looking statements are included in the "Risk Factors"
section in the Company's AIF, as supplemented by the "Risks and
Uncertainties" section of the Q3 2020 MD&A.
Readers are further cautioned that the list of factors
enumerated in the "Risk Factors" section of the AIF and in the
"Risks and Uncertainties" section of the Q3 2020 MD&A that may
affect future results is not exhaustive. When relying on the
Company's forward-looking statements and information to make
decisions with respect to the Company, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. Furthermore, the forward-looking statements
and information contained herein are made as of the date of this
document and the Company does not undertake any obligation to
update or to revise any of the included forward-looking statements
or information, whether as a result of new information, future
events or otherwise, except as required by applicable law. The
forward-looking statements and information contained herein are
expressly qualified by this cautionary statement.
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SOURCE TURQUOISE HILL RESOURCES LTD