MIRA INFORM REPORT

 

 

Report No. :

341893

Report Date :

30.09.2015

 

IDENTIFICATION DETAILS

 

Name :

OYU TOLGOI LLC

 

 

Formerly Known As :

IVANHOE MINES MONGOLIA INC.

 

 

Registered Office :

Monnis Tower Chinggis Avenue  15 Sukhbaatar District Ulaanbaatar 14240

 

 

Country :

Mongolia

 

 

Financials (as on) :

31.12.2014

 

 

Date of Incorporation :

09.12.2005

 

 

Legal Form :

Limited Liability Company

 

 

Line of Business :

Subject is engaged in the production and mining of gold and copper.

 

 

No. of Employees :

5,000

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – March 31, 2015

 

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

Mongolia

B2

B2

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 


 

MONGOLIA - ECONOMIC OVERVIEW

 

Mongolia's extensive mineral deposits and attendant growth in mining-sector activities have transformed Mongolia's economy, which traditionally has been dependent on herding and agriculture. Mongolia's copper, gold, coal, molybdenum, fluorspar, uranium, tin, and tungsten deposits, among others, have attracted foreign direct investment (FDI). Soviet assistance, at its height one-third of GDP, disappeared almost overnight in 1990 and 1991 at the time of the dismantlement of the USSR. The following decade saw Mongolia endure both deep recession because of political inaction and natural disasters, as well as strong economic growth because of market reforms and extensive privatization of the formerly state-run economy. The country opened a fledgling stock exchange in 1991. Mongolia joined the World Trade Organization in 1997 and seeks to expand its participation in regional economic and trade regimes. Growth averaged nearly 9% per year in 2004-08 largely because of high copper prices globally and new gold production. By late 2008, Mongolia was hit hard by the global financial crisis. Slower global economic growth hurt the country's exports, notably copper, and slashed government revenues. As a result, Mongolia's real economy contracted 1.3% in 2009. In early 2009, the International Monetary Fund reached a $236 million Stand-by Arrangement with Mongolia and the country emerged from the crisis with a stronger banking sector and needed reforms to the government’s fiscal management. In October 2009, Mongolia passed long-awaited legislation on an investment agreement to develop the Oyu Tolgoi (OT) mine, considered to be among the world's largest untapped copper-gold deposits. However, Mongolia's ongoing dispute with foreign investors developing Oyu Tolgoi has called into question the attractiveness of Mongolia as a destination for foreign investment. This caused a loss of investor confidence, a severe drop in FDI, and a slowing economy, leading to the dismissal of Prime Minister ALTANKHUYAG in November. The new government has made restoring investor trust and reviving the economy its top priority, but it will be challenged to unwind the monetary and fiscal stimulus programs in use since 2013 to counteract the fall in foreign investment. In December 2014 the government awarded a deal to develop the massive Tavan Tolgoi (TT) coal field to a consortium comprising Energy Resources/MCS (Mongolia), Shenhua (China), and Sumitomo (Japan); talks continue to hammer out the financing and the operating details. The economy grew more than 10% per year since 2010, largely on the strength of commodity exports to nearby countries and high government spending domestically, before slowing to 7.8% in 2014. Mongolia's economy faces near-term economic risks from the government's loose fiscal and monetary policies, which are contributing to high inflation, and from uncertainties in foreign demand for Mongolian exports. Trade with China represents nearly 62% of Mongolia's total external trade - China receives some 90% of Mongolia's exports and supplies Mongolia with more than one-third of its imports. Mongolia has relied on Russia for energy supplies, leaving it vulnerable to price increases; in 2014, Mongolia purchased nearly 90% of its gasoline and diesel fuel from Russia. A drop in FDI has put pressure on Mongolia's external finances. Remittances from Mongolians working abroad, particularly in South Korea, are significant.

 

Source : CIA

 

 

 

Company name

 

OYU TOLGOI LLC

 

 

ADDRESS

 

Building :                      Monnis Tower

 

Street   :                       Chinggis Avenue 15

           

Area     :                       Sukhbaatar District

 

Town     :                      Ulaanbaatar 14240

Country  :                      Mongolia

 

Telephone:                    (976 11) 331 880 ext. 3800 / ext. 3801 / ext. 3374 (Public

                                    and Media Relations Manager) / 331 780 / Mobiles (976 99)

                                    085 617 (Ganzorig Tsend) / (976 99) 052 846 (Anoop

                                    Kayarat)

Fax      :                        (976 11) 331 890

E-Mail   :                       ganzorigts@ot.mn / ganzorig.tsend@riotinto.com /

                                    immi@ivancorp.net / unurmaa.p@ot.mn / anoopkumark@ot.mn

Website  :                     www.ot.mn

 

Shortform Name :          OT

 

Also Known                  As : Oyu Tolgoi XXK / Oyu Tolgoi Co. Ltd

 

Formerly Known As :     Ivanhoe Mines Mongolia Inc.

 

 

SENIOR COMPANY PERSONNEL

 

   Name                                                                         Position

 

Board of Directors

 

1. Batsukh Galsan                                             Chairman

 

2. Byambasaikhan Bayanjargal                           Member of the Board

 

3. Ganbold Davaadorj                                       Member of the Board

 

4. Jeffery Tygesen                                            Member of the Board

 

5. Andrew Woodley                                           Member of the Board

6. Craig Kinnell                                                  Member of the Board

 

7. Otgochuluu Chuluuntseren                              Member of the Board

 

8. Rowena Albones                                           Member of the Board

 

9. Stewart Beckman                                           Member of the Board

 

Management

 

1. Andrew Woodley                                           President / Chief
                                                                        Executive Officer

 

2. Greg Field                                                                 General Manager,
                                                                        Underground

 

3. Stephen Jones                                              General Manager,
                                                                        Operations

 

4. Andrew Miller                                                 General Manager, Site
                                                                        Infrastructure & Services

 

5. Kerrie Edwards                                              General Manager, Health,
                                                                        Safety, Environment,
                                                                        Security & Communities

 

6. Michael Gavin                                                General Manager, People &

                                                                        Organisation

 

7. Baigalmaa Shurka                                          General Manager,
                                                                        Communities

 

8. Steve Duggan                                               Chief Financial Officer

 

9. Nick Archer                                                    Vice President, External
                                                                        Affairs & Communications

 

10.Ganzorig Tsend                                            Public and Media
                                                                        Relations Manager

 

11.P. Unurmaa                                                  Legal Advisor

 

12.Ms. Batseren                                                Communications Manager

 

13.Anoop Kayarat                                             International Media
                                                                        Relations Manager

 

Total Employees : 5,000

 

PAYMENTS

 

Slow but correct

 

Subject is Mongolia’s largest copper and gold mining company, which will build and operate the Oyu Tolgoi copper-gold project in Southern Mongolia. It is scheduled to begin commercial production in June 2013. Oyu Tolgoi is a strategic partnership between the Erdenes Oyu Tolgoi LLC (34%) owned by Government of Mongolia and Turquoise Hill Resources Ltd (frmly Ivanhoe Mines) (66%) and Rio Tinto plc, which in turn owns 51% of Ivanhoe Mines Ltd.

 

Association inspires confidence and we consider it is acceptable to deal with subject for LARGE amounts.

 

Trade risk assessment : Normal

 

 

PRINCIPAL BANKERS

 

NAME     :         TRADE AND DEVELOPMENT BANK OF MONGOLIA

 

Branch   :          Juulnchny Gudamj 7

Town     :          Ulaanbaatar 210646

 

Telephone:        (976 11) 312 362 / 331 133

Fax      :            (976 11) 325 449

 

Subject also has an account with the following banks :

 

1. Golomt Bank of Mongolia

   Main Branch

   Bodi Tower, Sukhbaatar Square

   Ulaanbaatar

   Telephone: (976 11) 311 530

   Fax      : (976 11) 312 307

 

2. Khan Bank of Mongolia

   Peace Avenue

   P.O Box-185

   Ulaanbaatar

   Telephone: (976 11) 457 880

   Fax      : (976 11) 457 880

 

 

FINANCIAL INFORMATION

 

Private companies in Mongolia are not required to publish or disclose balance sheets. However, the subject interviewed offered the following information :

 

Sales Turnover          :   US DLRS 1,644,100,000 - 2014 - exact

 

Net Profit              :       not given

 

Financial year ends 31 December.

 

The following Consolidated Balance Sheet as at 31 December 2014 applies to Turquoise Hill Resources Ltd., subject's ultimate parent company :

 

                                           31/12/2014    31/12/2013

                                          (in thousands of US DLRS)

 

ASSETS

 

CURRENT

Cash and cash equivalents                     862,755        56,275

Accounts receivable                            14,519         2,456

Due from related parties                       19,030         5,050

Inventories                                   400,142       812,187

Prepaid expenses                               16,903        21,872

Current assets held for sale                        -        74,987

TOTAL CURRENT ASSETS                        1,313,349       972,827

LONG-TERM INVESTMENTS                          33,567        49,863

OTHER LONG-TERM INVESTMENTS                    75,376       254,253

INVENTORIES                                   176,518       130,342

PROPERTY, PLANT AND EQUIPMENT               6,520,738     6,765,270

OTHER ASSETS                                    6,228        80,109

NON-CURRENT ASSETS HELD FOR SALE               41,465       343,027

TOTAL ASSETS                                8,167,241     8,595,691

 

LIABILITIES & SHAREHOLDERS EQUITY

 

LIABILITIES

 

CURRENT

Accounts payable and accrued liabilities      322,758       356,747

Payable to related parties                     53,784       246,296

Deferred revenue                              140,135       106,799

Interim and bridge funding facilities               -     2,142,792

Current liabilities held for sale                   -        34,287

TOTAL CURRENT LIABILITIES                     516,677     2,886,921

RIGHTS OFFERING DERIVATIVE LIABILITIES              -       928,280

ASSET RETIREMENT OBLIGATIONS                   73,839        98,240

NON-CURRENT LIABILITIES HELD FOR SALE               -       104,164

TOTAL LIABILITIES                             590,516     4,017,605

ADDITIONAL PAID-IN CAPITAL                  1,556,638     1,548,287

ACCUMULATED OTHER COMPREHENSIVE (LOSS)

INCOME                                         (8,375)        2,519

DEFICIT                                    (5,704,995)   (5,736,763)

TOTAL TURQUOISE HILL RESOURCES LTD.

SHAREHOLDERS’ EQUITY                        8,237,642     4,964,664

NONCONTROLLING INTERESTS                     (660,917)     (386,578)

TOTAL EQUITY                                7,576,725     4,578,086

TOTAL LIABILITIES AND EQUITY                8,167,241     8,595,691

 

INCOME STATEMENT

 

REVENUE                                     1,644,133        51,520

COST OF SALES                              (1,272,069)      (49,185)

EXPENSES

Other operating expenses                     (241,087)     (212,822)

General and administrative                    (25,323)      (61,288)

Exploration and evaluation                     (9,680)      (26,323)

Depreciation                                   (8,911)       (2,661)

Accretion of asset retirement obligations      (6,949)       (5,664)

Gain on sale of other mineral property rights  15,065             -

Write-down of carrying value of materials

and supplies inventory                        (16,536)      (14,839)

Write-down of carrying value of property,

plant and equipment                            (8,170)            -

TOTAL EXPENSES                             (1,573,660)     (372,782)

OPERATING INCOME (LOSS)                        70,473      (321,262)

OTHER INCOME (EXPENSES)

Interest income                                 4,982        14,731

Interest expense                               (7,729)      (42,092)

Foreign exchange gains (losses)                 6,861        (3,952)

Change in fair value of derivatives           (32,970)       87,722

Other income                                    2,572       232,535

INCOME (LOSS) BEFORE INCOME TAXES AND

OTHER ITEMS                                    44,189       (32,318)

Provision for income and other taxes          (51,001)      (41,346)

Share of loss of significantly influenced

investees                                           -        (3,029)

LOSS FROM CONTINUING OPERATIONS                (6,812)      (76,693)

LOSS FROM DISCONTINUED OPERATIONS            (191,407)     (370,967)

NET LOSS                                     (198,219)     (447,660)

NET LOSS ATTRIBUTABLE TO NONCONTROLLING

INTERESTS                                     229,987       335,624

NET INCOME (LOSS) ATTRIBUTABLE TO TURQUOISE

HILL RESOURCES LTD.                            31,768      (112,036)

 

Financial year ends 31 December.

 

 

LEGAL STATUS AND HISTORY

 

Date Started :   9 December 2005

 

History :            Subject was established in Mongolia on 9 December 2005 under the name “Ivanhoe Mines Mongolia Inc”.

 

On 2 December 2009, subject changed its name to the present style.

 

C.R. No. :                     9019006110

 

Tax Card No. :               2657457 (issue date : 1 July 2005)

 

Foreign Investors          Certificate : 00-218

 

Mining Licenses No. :    6709A / 6708A / 6710A

 

Capital :                        not given

 

Limited Liability Company with the following directors and shareholders :

 

Directors

 

1. Batsukh Galsan               

  (Mongolian national)

 

2. Byambasaikhan Bayanjargal    

  (Mongolian national)

 

3. Ganbold Davaadorj

  (Mongolian national)

 

Shareholders                                                                    Percentage

 

1. Oyu Tolgoi Netherlands B.V.         }

   The Netherlands                     }

  (Subsidiary of Turquoise Hill        }

   Resources Ltd    100%)              }              66%

                                       }

2. THR Oyu Tolgoi Ltd                  }

   British Virgin Islands              }

  (Subsidiary of Turquoise Hill        }

   Resources Ltd    100%)              }

          

3. Erdenes Oyu Tolgoi LLC                             34%

   Express Tower, 14th Floor,

   Offices No. 1403 & 1404

   Peace Avenue 4

   Chingeltei District, 1st Khoroo

   Ulaanbaatar 15160

   Telephone: (976 70) 078 085

   Tax Card No. : 5548721

   Shareholder :

   - Erdenes Mongol LLC              (100%)

    (Owned by Government of Mongolia)

 


Ultimate Parent Company :

 

Turquoise Hill Resources Ltd                      

World Trade Centre

Suite 654 - 999 Canada Place

Vancouver, BC

Canada V6C 3E1 

Telephone:        (1 604) 688 5755

Fax      :            (1 604) 682 2060

Email    :           info@ivanhoemines.com

Website  :         www.turquoisehill.com

Toll Free:          (1 888) 273 9999

(51% owned by Rio Tinto plc, UK)

 

Personal profile on Batsukh Galsan :

 

Batsukh Galsan was appointed as the Chairman of the Board of Directors of Oyu Tolgoi LLC on June 2010.

 

Ambassador Batsukh, until March 2010, served as Ambassador at Large for Mongolia’s Ministry of Foreign Affairs and Trade. He was formerly Mongolia’s ambassador to Canada between 2001 and 2005, with additional accreditations to Peru, Brazil and Paraguay, and ambassador to China between 2005 and 2009, with additional accreditations to Australia, New Zealand and Pakistan. A career diplomat since 1992, Mr. Batsukh holds a master degree in international trade and a doctoral degree in international relations. He previously was an executive with Mongolia’s National Tourism Administration for eight years, including two years served as Chairman.

 

Affiliated companies of Oyu Tolgoi LLC :

 

Subsidiaries

 

1. SouthGobi Resources Ltd.

   Suite 654, 999 Canada Place

   Vancouver, BC

   Canada V6C 3E1

   Telephone: (1 604) 681 6799

   Fax      : (1 604) 688 8391

   E-Mail   : info-southgobi@southgobi.com

   Website  : www.southgobi.com

   (Turquoise Hill Resources Ltd owns 58%)

 

2. SouthGobi Resources (Hong Kong) Limited

   Suite 6503, The Center

   99 Queen's Road Central

   Hong Kong

   Telephone: (852) 2156 7029

   Fax      : (852) 2156 1439

 

3. Altynalmas Gold Ltd

   Kazakhstan

  (Owns Kyzyl Gold Project / Turquoise Hill Resources Ltd owns 50%)

 

Subject’s parent company (Oyu Tolgoi Netherlands B.V. & THR Oyu Tolgoi Ltd) are subsidiary of Turquoise Hill Resources Ltd, which also includes the following companies :

 

1. THR Delaware Holdings, LLC

 

2. THR Aruba Holdings LLC A.V.V.

 

3. THR Mines (BC) Ltd.

 

4. Turquoise Hill Netherlands Coöperatief U.A.

 

Subject’s parent company (Erdenes Oyu Tolgoi LLC) is a subsidiary of Erdenes Mongol LLC, which also includes the following companies :

 

1. Erdenet Mining Corporation

   Friendship Square, Bayan-Undur soum

   Orkhon province, 61027

   Mongolia

   Telephone:     (976 13) 527 3501   

   Fax      :         (976 13) 527 3002

 

2. Erdenes Tavan Tolgoi” JSC

   Finance Center Jigjidjav-8,

   1 Khoroo, Chingeltei District

   Ulaanbaatar 151608

   Mongolia

   Telephone:     (976 70) 118 585

   Fax      :         (976 70) 119 595

 

3. Baganuur JSC

   Baganuur District

   Telephone:     (976 70) 210 114 / 213 739

   Fax      :         (976 70) 213 130

 

4. Shinee Ovoo JSC

   Bayanzurkh    District, 18th Khoroo

   Telephone:     (976 11) 458 940

 

 

ACTIVITIES

 

The Company is involved in the following activities :

 

Subject is engaged in the production and mining of gold and copper.

 

NACE Code : 2445

 

Imports requirements from Europe, China, Chile, USA and Canada.

 

Exports to China.

 

 

FACILITIES

 

The Company has the following facilities :

 

Rented premises comprising administrative offices located at the heading address as well as a copper-gold mine located in the South Gobi desert of Mongolia, 600 kilometres south of Mongolia's Capital city Ulaanbaatar and several branch offices located throughout Mongolia (see ‘Branch Offices’ below).

 

Until September 2010, subject was located at :

 

Seoul Business Center, 7th Floor

Zaluuchuud Avenue 26

Bayanzurkh District, 1st Khoroo

 

Until September 2010, subject used the following postal code number :

 

Ulaanbaatar 13381

 

 

BRANCH OFFICES

 

1. Khanbogd branch office

   Tsag Uur 1-5, Khanbogd Soum

   Umnugobi Province

   Telephone: (976 15) 351 2188

   Fax      : (976 15) 351 2194

 

2. Dalanzadgad representative office

   8th Bagh of Tsagaan Bulag

   Umnugobi Province

   Telephone: (976 70) 533 961

   Fax      : (976 70) 533 963

 

 

GENERAL INFORMATION

 

In July 2001 : Ivanhoe Mines Ltd discovered first of series of Oyu Tolgoi mineral deposits.

 

In October 2006 : Ivanhoe Mines Ltd and Rio Tinto plc announced a strategic partnership and joint technical committee for the construction and operation of Oyu Tolgoi. A joint Ivanhoe-Rio Tinto Technical Committee was established to guide the engineering, construction and operation of Oyu Tolgoi.

 

In January 2008: Sinking of the 6.7 metre diameter Shaft No.1 complete to a depth of 1385 metres. This is the deepest excavation ever made in Mongolia and one of the deepest shafts in all of Asia. It will be used for exploration access, ore recovery and eventually as a ventilation shaft.

 

In October 2009: Rio Tinto doubled its interest in Ivanhoe Mines to 19.7%.

 

In March 2010: Oyu Tolgoi Investment Agreement confirmed ownership of 34% by the Mongolian government. Rio Tinto increased its ownership of Ivanhoe Mines to 22.4%.

 

In June 2010: Work restarts on the 10 metre diameter Shaft No.2, which will be the initial primary underground production and service shaft at Oyu Tolgoi.

 

In July 2010: Oyu Tolgoi to invest 78 billion tugrugs (58 million US DLRS) over the next five years under Education and training memorandum with Ministry of Education, Culture and Science.

 

In July 2010: Work starts on the foundations for 1.6 trillion tugrugs (1.2 billion US DLRS) Concentrator, which will enrich the mined copper ore to produce a concentrate product.

 

In September 2010: Rio Tinto increases its ownership in Ivanhoe Mines to 34.9%.

 

In 2012: Open-pit mine will become operational. Mining equipment is used at the surface to descend into the deposit, initially removing waste materials, until ore is exposed.

 

On 24 January 2012: Rio Tinto increased its stake in Ivanhoe Mines to 51% Ivanhoe owns 66% of Oyu Tolgoi.

 

On 2 August 2012: Ivanhoe Mines was renamed Turquoise Hill Resources Ltd.

 

In 2013: Concentrator is commissioned and will operate.

 

In January 2014, Turquoise Hill completed the 2013 Rights Offering, issuing a total of 1,006,116,602 Common Shares, for aggregate gross proceeds of approximately $2.4 billion. Approximately 99.3% of the Common Shares were issued in the basic subscription of the 2013 Rights Offering with the balance being issued in the additional subscription. RTIH exercised all of its rights under the basic subscription and did not participate in the additional subscription of the 2013 Rights Offering, which was available to all shareholders who fully participated in the basic subscription. Because the 2013 Rights Offering was over-subscribed, RTIH was not required to purchase any shares under the 2013 Standby Commitment. As a result of the 2013 Rights Offering, RTIH’s stake in Turquoise Hill remained unchanged at 50.8% of the outstanding Common Shares. The net proceeds from the 2013 Rights Offering were primarily used to repay all outstanding amounts under the Interim Funding Facility and the New Bridge Facility and expenses associated therewith and with the 2013 Rights Offering.

 

In February 2014, the Corporation announced that production rates had been impacted by various post commissioning issues including the failure of the rake blades in the tailings thickeners. This resulted in the shutdown of one line for a period of seven weeks to repair both thickeners.

 

In February 2014, the Corporation announced that Turquoise Hill, Rio Tinto and the Government of Mongolia are all committed to further construction of the underground and development of Oyu Tolgoi

subject to resolution of shareholder matters, agreement of a comprehensive funding plan including Oyu Tolgoi Project Financing, completion and approval of the feasibility study by all shareholders and acceptance by the Mongolian Minerals Council and obtaining all necessary permits required for operations and development.

 

In March 2014, the Corporation announced that Turquoise Hill, Rio Tinto and the Government of Mongolia were continuing to work together with the aim of resolving outstanding shareholder matters and finalizing project finance for further development of the underground mine at Oyu Tolgoi. The Corporation stated that progress was being made and some matters had been resolved. All parties remained committed to further development of Oyu Tolgoi. The Corporation also stated that while discussions remained constructive, it may not be possible to resolve the shareholder matters until the underground feasibility study has been completed, reviewed and approved by all parties and all necessary permits have been received. The Corporation subsequently provided further updates on the status of discussions with the Government of Mongolia, as described later in this section of the AIF.

 

In April 2014, the Corporation announced that all parties had agreed to send requests to the project finance lenders to extend the commitment letters for the financing of the underground development at Oyu Tolgoi to September 30, 2014.

 

In May 2014, the Corporation announced that Rowena Albones, Jill Gardiner, Peter Gillin, Dr. David Klingner, Kay Priestly, Russel Robertson and Jeff Tygesen – being the nominees set forth in the management proxy circular dated March 26, 2014 – had been elected as directors of Turquoise Hill at the 2014 AGM. Directors Virginia Flood, Isabelle Hudon, Warren Goodman and Charles Lenegan did

not stand for re-election.

 

In May 2014, the Corporation announced that Steeve Thibeault was to replace Christopher Bateman as the chief financial officer of the Corporation effective June 1, 2014.

 

In June 2014, the Corporation announced that Oyu Tolgoi LLC had received an audit report from the Mongolian Tax Authority claiming unpaid taxes, penalties and disallowed entitlements associated with the initial development of the Oyu Tolgoi Mine.

 

In June 2014, the Corporation announced that a notice of dispute with the Government of Mongolia had been filed following receipt of the audit report from the Mongolian Tax Authority. The Corporation confirmed that outstanding shareholder matters, including tax claims, had to be resolved before further investment in the underground mine could proceed.

 

In July 2014, the Corporation announced that it had entered into a sale and purchase agreement with NUR providing for the sale by the Corporation of 56,102,000 common shares of SouthGobi at a price of C$0.455 per common share. Under the terms of the sale and purchase agreement, the Corporation will receive approximately C$12.8 million in cash at closing of the transaction and deferred consideration of approximately C$12.8 million one year after closing. At the time of this announcement, closing was expected to occur no later than November 30, 2014.

 

In August 2014, the Corporation announced that all of the 15 global banks participating in the Oyu Tolgoi Project Financing had agreed to extend their respective commitment letters for the financing of the underground development at Oyu Tolgoi to September 30, 2014. In addition, Export Development Canada, the European Bank of Reconstruction and Development, the International Finance

Corporation, the Export-Import Bank of the United States, as well as the Australian Export Finance and Insurance Corporation, also had conditional board approvals to close the financing.

 

In August 2014, the Corporation announced that Oyu Tolgoi LLC had signed a Power Sector Cooperation Agreement with the Government of Mongolia for the exploration of a Tavan Tolgoi-based independent power producer. The agreement lays out a framework for long-term strategic cooperation between the Government of Mongolia and Oyu Tolgoi LLC to deliver a comprehensive energy plan for the South Gobi region.

 

In September 2014, the Corporation announced that the Oyu Tolgoi Mine concentrator experienced a failure of the rake arms in one of the mine’s two tailings thickeners. An investigation found that operational issues combined with fabrication-quality problems led to the failure of the rakes. The repair of the rakes and re-commissioning of the Oyu Tolgoi tailings thickeners was completed on

September 30, 2014. During the repair period, the concentrator continued to run at approximately 60% throughput.

 

In September 2014, the Corporation announced that Oyu Tolgoi LLC had received a written decision from the Mongolian Tax Authority. The tax ruling reduced the amount of tax, interest and penalties claimed to be payable by Oyu Tolgoi LLC from approximately US$127 million to approximately US$30 million. The Corporation stated that Oyu Tolgoi LLC would continue to work with the Mongolian Tax Authority to obtain further clarity on certain findings in the ruling.

 

In September 2014, the Corporation announced that the 2014 Oyu Tolgoi Feasibility Study was finalized and presented to the board of directors of Oyu Tolgoi LLC, and in October 2014, the Corporation announced that it had filed the 2014 Oyu Tolgoi Technical Report.

 

In October 2014, the Corporation announced that it received repayment for its $115 million Mongolian Treasury Bill, which was to mature on October 19, 2014.

 

In October 2014, the Corporation announced the appointment of Dr. James Gill to the Board of Directors as an independent director effective November 1, 2014.

 

In November 2014, the Corporation stated that it was continuing to engage with the proposed project financing lender group and was keeping both the international financial institutions and the commercial banks informed of the status of discussions with the Government of Mongolia. Commitments from the commercial bank consortium formally expired on September 30, 2014. The Corporation indicated that timing of any lender commitment extension requests will be determined when definitive progress or resolution has been made on the shareholder matters. The Corporation also stated that it and RTIH had made an offer to the Government of Mongolia to resolve the shareholder matters in a manner which would be beneficial to all stakeholders. Upon successful resolution of shareholder matters, the

Corporation and Rio Tinto intended to formalize the agreement between the parties in accordance with the Investment Agreement and the Shareholders’ Agreement.

 

In November 2014, the Corporation announced the retirement of Chair Dr. David Klingner, effective January 1, 2015, and Chief Executive Officer Kay Priestly, effective December 1, 2014. Current directors Jill Gardiner and Jeff Tygesen were appointed Chair of the Board and Chief Executive Officer of the Corporation, respectively. Ms. Priestly remained on the Board of Directors until December 31, 2014. Effective January 1, 2015, Dr. Craig Stegman was appointed as a director to fill the vacancy following Ms. Priestly’s retirement. In addition, effective January 1, 2015, director Russel Robertson took over as Chair of the Corporation’s Audit Committee and Ms. Gardiner took over as Chair of the Corporation’s Nominating and Corporate Governance Committee.

 

In December 2014, the Corporation announced that it had signed an amendment to the sale and purchase agreement with NUR entered into in July 2014 providing, among other matters, for an extension to the outside closing date from November 30, 2014 to April 30, 2015.

 

In December 2014, Turquoise Hill announced that there had been a fire in one of the ball mill cyclone packs at the Oyu Tolgoi concentrator. There were no injuries. Following completed inspections, the concentrator returned to service using the other mills and cyclone packs. Repairs from the fire were completed on January 2, 2015 and the concentrator has now returned to full production.

 

In 2014, Oyu Tolgoi LLC produced 148,400 tonnes of copper and 589,000 ounces of gold in concentrates and recorded net revenue of approximately $1.6 billion in sales on approximately 733,700 tonnes of concentrates, reflecting the Oyu Tolgoi Mine’s first full year of production. Recoveries improved through 2014, driven by both operational improvements and the increased ore grades as the Oyu Tolgoi Mine developed the high grade zone in the last half of 2014. Marketing and logistics improvements allowed concentrate inventories to be drawn down to normal levels by the end of 2014.

 

2015 to date

 

On February 24, 2015, the Corporation announced that it had entered into a sale and purchase agreement with Novel Sunrise providing for the sale to Novel Sunrise of all its SouthGobi shares not subject to the sale and purchase agreement with NUR. Under the terms of the sale and purchase agreement with Novel Sunrise, Turquoise Hill has agreed to sell 48,705,155 common shares of SouthGobi at a price of C$0.35 per common share. Concurrently with the announcement of the sale and purchase agreement with Novel Sunrise, SouthGobi announced that it had entered into a private placement with Novel Sunrise for the issuance of up to 21.75 million common shares and mandatory convertible units for gross proceeds of approximately US$7.5 million. Following the closing of the sale transaction with Novel Sunrise, which is subject to regulatory approvals, the Corporation would continue to hold 56,102,000 shares of SouthGobi that are subject to the sale and purchase agreement with NUR, representing approximately a 23.3% equity interest in SouthGobi after giving effect to the

private placement with Novel Sunrise announced by SouthGobi on February 24, 2015.

 

In February 2015, Oyu Tolgoi LLC produced its one millionth tonne of concentrate.

 

 

SPECIAL NOTES

 

The address given by you : “Chinggis Ave 15” is misspelt. Please note that the correct spelling is as per heading.

 

Interviewed : Ganzorig Tsend (Public and Media Relations Manager).


 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.66.08

UK Pound

1

Rs.100.32

Euro

1

Rs.73.81

 

INFORMATION DETAILS

 

Analysis Done by :

KAS

 

 

Report Prepared by :

VNT

 

               

RATING EXPLANATIONS

 

RATING

STATUS

PROPOSED CREDIT LINE

 

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

 

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

 

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

 

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

 

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

 

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

 

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

Credit not recommended

 

--

NB

New Business

--

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.