Teck Board of Directors Unanimously Rejects Revised Unsolicited Proposal from Glencore

Press Release

April 13, 2023

Vancouver, B.C.  – Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) (“Teck”) today announced that its Board of Directors has reviewed and unanimously rejected a revised unsolicited acquisition proposal from Glencore plc, received on April 11, 2023, which would see that company acquire Teck.

Consistent with its fiduciary duties and in consultation with its financial and legal advisors, Teck’s Board of Directors (the “Board”) conducted a detailed review and assessment of the revised unsolicited proposal and, on the recommendation of the independent Special Committee of the Board, determined that the revised proposal is not in the best interests of Teck or its shareholders. The Teck Board and management team remain fully confident that Teck’s planned separation creates a greater spectrum of value enhancing opportunities for both Teck Metals and Elk Valley Resources (“EVR”).

“Glencore has made two opportunistic and unrealistic proposals that would transfer significant value to Glencore at the expense of Teck shareholders,” said Sheila Murray, Chair of the Board, Teck. “Teck’s proposed separation creates a significantly greater spectrum of opportunities to maximize value for Teck shareholders. The Special Committee and Board continue to recommend that shareholders vote for the proposed separation into Teck Metals and EVR as the best pathway to fully realize the greatest value.”

“Glencore recognizes that post-separation it would be exposed to significantly greater competition from other parties, which is why it is trying to frustrate Teck’s separation process,” said Jonathan Price, CEO, Teck. “The fundamental flaws of Glencore’s revised proposal continue to make it a non-starter. It does not address major inherent risks including substantial regulatory hurdles, jurisdictional and ESG concerns, and diluting the base metals business with significant oil trading.”

“Now, pre-separation, is not the time to explore a transaction of this nature,” said Dr. Norman Keevil, Chairman Emeritus, Teck. “I have the utmost confidence in the Board’s and our management teams’ strategy to maximize value for each of Teck Metals’ and EVR’s shareholders after the separation.”

In reaching the decision to reject Glencore’s revised proposal, Teck’s independent Special Committee and Board identified key factors, including:

• Destruction of value:
  • Eliminates the ability of Teck to explore a greater spectrum of opportunities to maximize value post separation, with the benefit of greater competition from a wider range of potential parties.
  • Removes Teck shareholders’ choice to remain invested in a leading, pure-play steelmaking coal business.
• Does not address material risks:
  • Exposes shareholders to significant jurisdictional risk.
  • Contaminates metals with one of the world’s largest oil trading businesses.
  • Poor ESG track record and unresolved investigations.
• Significant execution risks and uncertainty:
  • Regulatory uncertainty that could take up to 24 months to resolve, if at all during which time the value of the transaction to Teck shareholders would be at significant risk to factors beyond Teck’s control.
  • Value uncertainty of Glencore’s stock during this protracted regulatory period.
  • No clear plan by Glencore to exit coal; Teck shareholders could remain exposed to thermal coal for an uncertain period of time.
• No increase in value: The revised proposal does not increase the overall total value to Teck shareholders.

In contrast, Teck’s pending separation provides shareholders with a greater set of options to maximize value. The separation minimizes execution risk, provides a path to fulfill the full potential of Teck Metals, realizes significant value for the high-quality steelmaking coal assets of EVR and does not foreclose future opportunities for other value enhancing transactions.

Teck’s Board of Directors continues to unanimously recommend that shareholders approve the previously announced reorganization of Teck’s business and proposal to introduce a six-year sunset for the multiple voting rights attached to the Class A common shares of Teck, among other items of business, at the annual and special meeting of shareholders on April 26, 2023.

Teck communicated its response to Glencore in a letter dated today.

To view the management proxy circular providing more information on these proposals click here. For instructions on voting for Teck shareholders, go to www.teckagsm.com.

Advisors
Barclays Capital Canada Inc. and Ardea Partners LP are serving as financial advisors to Teck. Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisors.

BMO Capital Markets, Goldman Sachs & Co. LLC, and Origin Merchant Partners are serving as financial advisors to the Special Committee and Blake, Cassels & Graydon LLP and Sullivan & Cromwell LLP are acting as legal advisors to the Special Committee.

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

Media Contact:
Chris Stannell
Public Relations Manager
604.699.4368
[email protected]

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