Rio Tinto provides update of its beneficial ownership of common shares of Entrée Resources Ltd.
16 September 2020 - 12:27AM
Business Wire
Rio Tinto announced today an update in respect of its beneficial
ownership of common shares of Entrée Resources Ltd. (“Entrée”) held
by its wholly owned subsidiary Rio Tinto International Holdings
Limited (“RTIH”).
As a result of its greater than 50% shareholding in Turquoise
Hill Resources Ltd. (“TRQ”), Rio Tinto is deemed to beneficially
own the common shares of Entrée owned by TRQ under applicable
Canadian securities law.
Under a non-brokered private placement previously announced by
Entrée, on 14 September 2020, (i) RTIH acquired 875,000 units, at a
price of C$0.43 per unit, comprising 870,000 common shares of
Entree and warrants to acquire an additional 437,500 common share
of Entrée and (ii) TRQ acquired 740,000 units, at a price of C$0.43
per unit, comprising 740,000 common shares of Entrée and warrants
to acquire an additional 370,000 common share of Entrée. The
warrants are exercisable at a price of C$0.60 per common share of
Entrée for a period of three years.
Immediately prior to the private placement, Rio Tinto
beneficially owned 30,366,129 common shares of Entrée (16,566,796
common shares held by RTIH and 13,799,333 common shares held by
TRQ), representing approximately 17.3% of the issued and
outstanding common shares of Entrée. Since the date of Rio Tinto’s
last early warning report in 2012 in respect of the common shares
of Entrée, Rio Tinto’s security holding percentage in the common
shares of Entrée decreased by approximately 6.3% from approximately
23.6% to approximately 17.3% as a result of common share issuances
by Entrée.
Immediately following the private placement, Rio Tinto
beneficially owned 31,981,129 common shares of Entrée, representing
approximately 17.2% of the issued and outstanding common shares of
Entrée (based on there being 185,748,074 common shares of Entrée
issued and outstanding) and a decrease of approximately 0.1%. If
Rio Tinto were to exercise all of the warrants acquired by it, Rio
Tinto could beneficially own approximately up to 17.6% of the
issued and outstanding common shares of Entrée.
Rio Tinto’s participation in the private placement was made for
investment purposes and is exempt from the formal valuation and
minority shareholder approval requirements of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions – based on the fact that neither the fair
market value of the units subscribed for by insiders of Entree, nor
the consideration paid by insiders of Entrée for the units, would
exceed 25% of Entrée’s market capitalization.
Rio Tinto has no present intention of acquiring additional
securities of Entrée. Depending upon its evaluation of the
business, prospects and financial condition of Entrée, the market
for Entrée’s securities, general economic and tax conditions and
other factors, Rio Tinto may directly or indirectly acquire or sell
some or all of the securities of Entrée.
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version on businesswire.com: https://www.businesswire.com/news/home/20200915005933/en/
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