Teck Announces Increase in Size and Results of Cash Tender Offers

VANCOUVER, British Columbia, July 15, 2024 (GLOBE NEWSWIRE) — Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) (“Teck”) today announced (i) the results of its six separate previously announced offers (the “Offers”) to purchase for cash the outstanding notes of the series listed in the table below (collectively, the “Notes”) and (ii) that it has amended the Offers by increasing the Maximum Purchase Amount from US$1.25 billion to approximately US$1.384 billion, an amount sufficient to accept all of the Notes in their entirety.

The Offers were made on the terms and subject to the conditions set forth in the offer to purchase dated July 4, 2024 relating to the Notes (the “Offer to Purchase”) and the notice of guaranteed delivery attached as Schedule A thereto (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Offers expired at 5:00 p.m. (Eastern Time) on July 15, 2024 (the “Expiration Date”). The Initial Settlement Date will be the second Business Day after the Expiration Date and is expected to be July 17, 2024. The Guaranteed Delivery Settlement Date will be the second Business Day after the Guaranteed Delivery Date and is expected to be July 19, 2024.

Based on information provided by Global Bondholder Services Corporation, the information and tender agent in connection with the Offers, a combined aggregate principal amount of $1,367,481,000 of Notes was validly tendered on or prior to the Expiration Date and has not been validly withdrawn. In addition, a combined aggregate principal amount of $16,311,000 of Notes was tendered pursuant to guaranteed delivery procedures and remains subject to holders fulfilling the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn on or prior to the Expiration Date and the aggregate principal amount of the Notes reflected in the notices of guaranteed delivery delivered on or prior to the Expiration Date pursuant to the tender offer documents.

(1) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable for each US$1,000 principal amount of such series of Notes validly presented for purchase.

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(2) Amounts exclude principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery in accordance with the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes offered in accordance with the Guaranteed Delivery Procedures must be tendered no later than 5:00 p.m. (Eastern Time) on July 17, 2024.

In the aggregate, $1,367,481,000 principal amount of Notes has been accepted for purchase, excluding Notes delivered pursuant to the guaranteed delivery procedures. The maximum purchase condition (after giving effect to the step-up described above) has been satisfied with respect to tenders for each series of Notes. Accordingly, all Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Date have been accepted for purchase.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each $1,000 principal amount of such Notes, which will be payable in cash on the applicable Settlement Date.

In addition to the applicable Total Consideration, Holders whose Notes have been accepted for purchase will receive the accrued coupon payment. Interest will cease to accrue on the initial settlement date for all Notes accepted in the Offers, including those offered pursuant to guaranteed delivery procedures. In no event will interest be payable by reason of any delay in the transmission of funds to Holders by the Depository Trust Company (“DTC”) or its participants.

The Offers are subject to the satisfaction of certain conditions as described in the Offer to Purchase. Teck reserves the right, subject to applicable law, to waive any condition of any Offer. If any condition is not satisfied, Teck is not obligated to accept for payment, purchase or pay, and may delay accepting for payment, any Notes offered, in each case subject to applicable law, and may terminate or modify any or all of the Offers.

Teck has retained BofA Securities, Inc. and RBC Capital Markets, LLC to act as lead managers (the “Lead Managers”) for the Offers and BMO Capital Markets Corp., TD Securities (USA) LLC, SMBC Nikko Securities America, Inc. and CIBC World Markets Corp. to act as co-lead managers (the “Co-Lead Managers” and, together with the Lead Managers, the “Lead Managers”) for the Offers. Questions regarding the terms and conditions of the Offers should be directed to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), or to RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (collect).

Global Bondholder Services Corporation acted as information and tender agent for the Offers. Questions or requests for assistance relating to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation in New York by telephone at (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (toll-free for all others), or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance with the Offers. The Offer to Purchase documents are available at the following link: https://www.gbsc-usa.com/teck/.

If Teck terminates an offer for one or more series of Notes, it will promptly notify the Information and Offer Agent, and all Notes offered pursuant to such terminated offer will be promptly returned to the holders who tendered them. Upon such termination, all Notes locked up in DTC will be released.

This announcement is for informational purposes only. It does not constitute an offer to purchase or a solicitation of an offer to sell any Notes or other securities of Teck or any of its subsidiaries. The offers have been made solely in connection with the offer to purchase. The offers have not been made to holders of Notes in any jurisdiction in which the making or acceptance thereof would be inconsistent with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities or blue sky laws require that offers be made by a licensed broker or dealer, the offers will be deemed to have been made on behalf of Teck by the broker-dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

No action has been or will be taken in any jurisdiction that would permit the possession, release or distribution of this announcement, the Offer to Purchase or any other document relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering document or advertisement in connection with the Offers may be distributed or published in or from any such country or jurisdiction except in accordance with the applicable rules or regulations of such country or jurisdiction.

Forward-Looking Statements
This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements include: statements regarding the terms and timing of the Offers, including the settlement dates for Notes accepted for purchase; and the satisfaction or waiver of certain conditions to the Offers.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Teck’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to differ include, but are not limited to, financial market conditions, investor reaction to the Offers and other risk factors detailed from time to time in Teck’s reports filed with Canadian securities regulators and the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are made as of the date of the relevant document and, except as required by law, Teck undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Teck
Teck is a leading Canadian natural resources company focused on responsibly supplying critical metals for economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations in North and South America, as well as an industry-leading copper growth pipeline. We strive to create value through responsible growth and resilience built on stakeholder trust. Headquartered in Vancouver, Canada, Teck trades on the Toronto Stock Exchange under the ticker symbols TECK.A and TECK.B and on the New York Stock Exchange under the ticker symbol TECK. For more information about Teck, visit www.teck.com or follow @TeckResources.

Investor contact:
Fraser Phillips
Senior Vice President, Investor Relations and Strategic Analysis
604.699.4621
[email protected]

Media contact:
Dale Steeves
Director, Stakeholder Relations
236.987.7405
[email protected]