New York, N.Y., August 12, 2026 – Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) (the “Company”) announced today that, in connection with the Company’s previously announced solicitations of consents (each, a “Consent Solicitation” and, together, the “Consent Solicitations”) relating to its outstanding U.S. $142,236,000 aggregate principal amount of 3.900% notes due July 15, 2030 (the “2030 Notes”), its outstanding U.S. $179,456,000 aggregate principal amount of 6.125% notes due October 1, 2035 (the “2035 Notes”), its outstanding U.S. $189,908,000 aggregate principal amount of 6.000% notes due August 15, 2040 (the “2040 Notes”), its outstanding U.S. $242,528,000 aggregate principal amount of 6.250% notes due July 15, 2041 (the “2041 Notes”), its outstanding U.S. $166,862,000 aggregate principal amount of 5.200% notes due March 1, 2042 (the “2042 Notes”), and its outstanding U.S. $107,958,000 aggregate principal amount of 5.400% notes due February 1, 2043 (the “2043 Notes” and, together with the 2030 Notes, the 2035 Notes, the 2040 Notes, the 2041 Notes and the 2042 Notes, the “Affected Notes”), Holders (as defined in the Consent Solicitation Statement referred to below) of at least a majority in principal amount of each series of outstanding Affected Notes have delivered consents (“Consents”) in favour of the proposed amendments to the relevant indentures in respect of such series of Affected Notes (the “Amendments”).
The Consent Solicitation relating to each series of Affected Notes expired at 5:00 p.m., New York City time, on August 11, 2026 (with respect to each series, the “Expiration Date”). As a result, all revocation rights in respect of the Affected Notes have been terminated. The terms and conditions of the Amendments in respect of the Affected Notes are set forth in the consent solicitation statement dated August 3, 2026 (the “Consent Solicitation Statement”) previously provided by the Company to the Holders of the Affected Notes.
The Company will, on the second business day after the Expiration Date, cause to be paid to each Holder of a series of Affected Notes who has delivered (and not revoked) a valid Consent in favour of the Amendments in respect of such series of Affected Notes a cash payment (the “Consent Fee”) of U.S. $1.00 for each U.S. $1,000 principal amount of that series of Affected Notes in respect of which such Consent has been delivered, subject to applicable withholding, if any.
As previously announced, on September 9, 2025, the Company and Anglo American plc (“Anglo American”, and following consummation of the Merger, “Anglo Teck”) entered into an Arrangement Agreement (the “Arrangement Agreement”), which provides for, among other things, the combination of the Company and Anglo American in a merger of equals by way of a plan of arrangement under the Canada Business Corporations Act (the “Merger”), with the Company continuing as a wholly owned subsidiary of Anglo Teck. Subject to the terms of the Arrangement Agreement, the receipt of necessary competition and regulatory approvals and satisfaction of other customary conditions precedent, the Merger is currently expected to be completed within the originally announced timeline of between September 2026 and March 2027 (12 to 18 months following the announcement of the Merger). The completion of the Merger is not a condition to the effectiveness of the Consents delivered by Holders, the payment of the Consent Fee in respect of the Consent Solicitations is not conditioned upon completion of the Merger, and the Consent Solicitations are not a condition to the completion of the Merger.
Following receipt of the Consents, the Company and The Bank of New York Mellon, as trustee (the “Trustee”) executed supplemental indentures incorporating the Amendments into the respective indentures governing the Affected Notes, consisting of: (i) the First Supplemental Indenture, dated as of August 11, 2026, between the Company and the Trustee, to the indenture governing the 2030 Notes; (ii) the First Supplemental Indenture, dated as of August 11, 2026, between the Company and the Trustee, to the indenture governing the 2035 Notes; and (iii) the Seventh Supplemental Indenture, dated as of August 11, 2026, between the Company and the Trustee, to the indenture governing the 2040 Notes, the 2041 Notes, the 2042 Notes and the 2043 Notes. The Amendments changed certain of the covenants and events of default in the Affected Notes to align them in substance with the equivalent in Anglo American's debt indenture and made certain other changes. Anglo Teck may elect to provide a full and unconditional guarantee (the “Guarantee”) of the Company’s payment obligations with respect to such series of Affected Notes (which would not be expected to occur, if at all, prior to the consummation of the Merger). The Amendments only become of practical application if Anglo Teck provides the Guarantee. However, even if the Merger is completed, Anglo Teck has no obligation to provide any guarantee, and there can be no assurance that Anglo Teck will do so. If Anglo Teck provides the Guarantee with respect to a series of Affected Notes, Anglo Teck will satisfy its reporting obligations under the relevant indenture by providing copies of the periodic and current reports filed by it under the Disclosure Guidance and Transparency Rules of the United Kingdom Financial Conduct Authority, or the reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as the case may be, in lieu of the Company’s existing periodic and current reporting under the rules and regulations of the SEC and continuous disclosure obligations under applicable Canadian securities laws, which reporting obligations will not apply during any period in which the Guarantee is in force.
The Solicitation Agents in connection with the Consent Solicitations were Barclays Capital Inc., BofA Securities, Inc., and TD Securities (USA) LLC. Questions regarding the Consent Solicitations may be directed to:
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Barclays Capital Inc. 745 Seventh Avenue, 5th Floor New York, New York 10019 Attn: Liability Management Group Collect: +1 (212) 528-7581 Toll-Free: +1 (800) 438-3242 Email: us.lm@barclays.com |
BofA Securities, Inc. 620 S. Tryon Street, 20th Floor Charlotte, North Carolina 28255 Attn: Liability Management Group Collect: +1 (980) 387-3907 Toll-Free: +1 (888) 292-0070 United Kingdom: +44 20 7996 5420 Email: debt_advisory@bofa.com |
TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 Attn: Liability Management Group Toll-Free: (866) 584-2096 Collect: (212) 827-2842 Email: LM@tdsecurities.com |
This announcement is for informational purposes only and does not constitute an offer to purchase or sell or the solicitation of an offer to purchase or sell any Affected Notes or any other securities of the Company or Anglo American, or a solicitation of Consents with respect to the Affected Notes. The Consent Solicitations were being made solely by the Consent Solicitation Statement and were subject to the terms and conditions stated therein.
Forward-Looking Statements
This news release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as “forward-looking statements”). Forward-looking statements include, but are not limited to: statements regarding the terms and timing for settlement of the Consent Solicitations, including payment of the Consent Fee; the adoption of the Amendments to the indentures governing the Affected Notes; the expected timing and completion of the Merger; the possibility that Anglo Teck may provide the Guarantee; and the reporting obligations that would apply if the Guarantee is provided.
Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company 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 vary include, but are not limited to: conditions in financial markets; whether the Merger is completed; whether Anglo Teck provides the Guarantee; and other risk factors as detailed from time to time in the Company’s reports filed with Canadian securities administrators and the SEC.
Readers are cautioned against unduly relying on forward-looking statements. Forward-looking statements are made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise.
About Teck
Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across North and South America and an industry-leading copper growth pipeline. Teck is focused on creating value by advancing responsible growth and maintaining resilience built on a foundation of stakeholder trust. Headquartered in Vancouver, Canada, Teck’s shares are listed on the Toronto Stock Exchange under the symbols TECK.A and TECK.B and on the New York Stock Exchange under the symbol TECK.
Investor Contact:
Edwin Shadeo
Acting Vice President, Investor Relations
604.699.4531
edwin.shadeo@teck.com
Media Contact:
Dale Steeves
Director, External Communications
236.987.7405
dale.steeves@teck.com
26-19-TR
