TURQUOISE HILL RESOURCES LTD. (Form: 6-K, Received: 11/03/2021 06:04:53)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 2, 2021

Commission File Number: 001-32403

TURQUOISE HILL RESOURCES LTD.

(Translation of Registrant’s Name into English)

Suite 3680 – 1 PLACE VILLE MARIE, MONTREAL, QUEBEC, CANADA H3B 3P2

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F- ☐ Form 40-F- ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX


99.1		30 September 2021 Quarterly Financial Statements and Notes

99.2		Management’s Discussion and Analysis

99.3		CEO and CFO certification

Exhibit 99.1

LOGO

Turquoise Hill Resources Ltd.

Condensed Interim Consolidated Financial Statements

September 30, 2021

(Unaudited)

TURQUOISE HILL RESOURCES LTD.

Consolidated Statements of Income

(Stated in thousands of U.S. dollars)

(Unaudited)


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	Note	2021			2020			2021			2020
Revenue	4	$	622,786		$	264,520		$	1,467,131		$	673,146

Cost of sales	5		(202,690	)		(167,991	)		(440,918	)		(495,871	)
Gross margin			420,096			96,529			1,026,213			177,275

Operating expenses	6		(77,542	)		(49,909	)		(207,306	)		(144,713	)

Corporate administration expenses			(5,255	)		(6,496	)		(26,823	)		(21,068	)

Other income (expenses)	20		(3,676	)		(250	)		(31,463	)		1,550
Income before finance items and taxes			333,623			39,874			760,621			13,044

Finance items

Finance income	7		446			1,590			2,343			16,214

Finance costs	7		(2,590	)		(1,503	)		(5,821	)		(4,828	)
			(2,144	)		87			(3,478	)		11,386
Income from operations before taxes		$	331,479		$	39,961		$	757,143		$	24,430

Income and other taxes			(308,541	)		121,803			(283,288	)		228,608
Income for the period		$	22,938		$	161,764		$	473,855		$	253,038

Attributable to owners of Turquoise Hill Resources Ltd.			34,943			128,612			368,528			246,380

Attributable to owner of non-controlling interest			(12,005	)		33,152			105,327			6,658
Income for the period		$	22,938		$	161,764		$	473,855		$	253,038

Basic and diluted earnings (loss) per share attributable to Turquoise Hill Resources Ltd.	17	$	0.17		$	0.64		$	1.83		$	1.22

Basic weighted average number of shares outstanding (000’s)			201,231			201,231			201,231			201,231

The accompanying notes are an integral part of these consolidated financial statements.

TURQUOISE HILL RESOURCES LTD.

Consolidated Statements of Comprehensive Income

(Stated in thousands of U.S. dollars)

(Unaudited)


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2021			2020		2021		2020

Income for the period	$	22,938		$	161,764	$	473,855	$	253,038

Other comprehensive income:

Items that will not be reclassified to income:

Changes in the fair value of marketable securities at FVOCI		141			283		5,028		410
Other comprehensive income for the period (a)	$	141		$	283	$	5,028	$	410

Total comprehensive income for the period	$	23,079		$	162,047	$	478,883	$	253,448

Attributable to owners of Turquoise Hill		35,084			128,895		373,556		246,790

Attributable to owner of non-controlling interest		(12,005	)		33,152		105,327		6,658
Total comprehensive income for the period	$	23,079		$	162,047	$	478,883	$	253,448

(a) No tax charges and credits arose on items recognized as other comprehensive income or loss in 2021 (2020: nil).

The accompanying notes are an integral part of these consolidated financial statements.

TURQUOISE HILL RESOURCES LTD.

Consolidated Statements of Cash Flows

(Stated in thousands of U.S. dollars)

(Unaudited)


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	Note	2021			2020			2021			2020
Cash generated from operating activities before interest and tax	16	$	351,064		$	89,252		$	894,993		$	125,445

Interest received			466			2,393			2,319			19,591

Interest paid			(903	)		(658	)		(111,925	)		(146,176	)

Income and other taxes paid	19		(38	)		(13,277	)		(358,686	)		(27,426	)

Net cash generated from (used in) operating activities		$	350,589		$	77,710		$	426,701		$	(28,566	)

Cash flows from investing activities

Receivable from related party: amounts withdrawn	18		-			-			-			511,284

Expenditures on property, plant and equipment			(216,873	)		(254,510	)		(697,443	)		(817,540	)

Purchase of commodity put options			-			-			(29,907	)		-

Purchase of other financial assets			(132	)		(383	)		(132	)		(383	)

Proceeds from pre-production sales			39,345			18,498			51,346			26,091

Other investing cash flows			1			859			63			1,106

Cash used in investing activities		$	(177,659	)	$	(235,536	)	$	(676,073	)	$	(279,442	)

Cash flows from financing activities

Repayment of project finance facility			-			-			(21,744	)		(1,545	)

Payment of lease liability			(1,848	)		(341	)		(2,143	)		(4,240	)

Cash used in financing activities		$	(1,848	)	$	(341	)	$	(23,887	)	$	(5,785	)

Effects of exchange rates on cash and cash equivalents			(283	)		544			(490	)		980

Net (decrease) increase in cash and cash equivalents		$	170,799		$	(157,623	)	$	(273,749	)	$	(312,813	)

Cash and cash equivalents - beginning of period		$	679,073		$	1,496,795		$	1,123,621		$	1,651,985

Cash and cash equivalents - end of period			849,872			1,339,172			849,872			1,339,172

Cash and cash equivalents as presented on the balance sheets		$	849,872		$	1,339,172		$	849,872		$	1,339,172

The accompanying notes are an integral part of these consolidated financial statements.

TURQUOISE HILL RESOURCES LTD.

Consolidated Balance Sheets

(Stated in thousands of U.S. dollars)

(Unaudited)


			September 30,			December 31,
	Note		2021			2020

Current assets

Cash and cash equivalents		8	$	849,872		$	1,123,621

Inventories		9		254,318			197,962

Trade and other receivables				13,631			60,012

Prepaid expenses and other assets				72,214			127,274

Other financial assets		20		1,268			-
				1,191,303			1,508,869

Non-current assets

Property, plant and equipment		10		11,663,785			10,927,512

Inventories		9		62,174			37,557

Prepaid expenses and other assets		19		348,671			-

Deferred income tax assets		13		622,594			880,705

Other financial assets				19,262			14,118
				12,716,486			11,859,892
Total assets			$	13,907,789		$	13,368,761

Current liabilities

Borrowings and other financial liabilities		12	$	57,284		$	28,288

Trade and other payables		11		402,107			390,059

Deferred revenue				122,526			103,289
				581,917			521,636

Non-current liabilities

Borrowings and other financial liabilities		12		4,145,113			4,173,491

Deferred income tax liabilities		13		136,694			111,717

Decommissioning obligations		14		140,289			133,964
				4,422,096			4,419,172
Total liabilities			$	5,004,013		$	4,940,808

Equity

Share capital			$	11,432,122		$	11,432,122

Contributed surplus				1,555,774			1,558,834

Accumulated other comprehensive income				6,446			1,418

Deficit				(3,047,073	)		(3,415,601	)
Equity attributable to owners of Turquoise Hill				9,947,269			9,576,773

Attributable to non-controlling interest		15		(1,043,493	)		(1,148,820	)
Total equity			$	8,903,776		$	8,427,953

Total liabilities and equity			$	13,907,789		$	13,368,761

The accompanying notes are an integral part of these consolidated financial statements.

The financial statements were approved by the directors on November 2, 2021 and signed on their behalf by:


/s/ P. Gillin		/s/ R. Robertson
P. Gillin, Director		R. Robertson, Director

TURQUOISE HILL RESOURCES LTD.

Consolidated Statements of Equity

(Stated in thousands of U.S. dollars)

(Unaudited)


Nine Months Ended September 30, 2021	Attributable to owners of Turquoise Hill
						Accumulated
						other									Non-controlling
			Contributed			comprehensive									interest
	Share capital		surplus			income			Deficit			Total			(Note 15)			Total equity
Opening balance	$	11,432,122	$	1,558,834		$	1,418		$	(3,415,601	)	$	9,576,773		$	(1,148,820	)	$	8,427,953

Income for the period		-		-			-			368,528			368,528			105,327			473,855

Other comprehensive income for the period		-		-			5,028			-			5,028			-			5,028

Employee share plans		-		(3,060	)		-			-			(3,060	)		-			(3,060	)
Closing balance	$	11,432,122	$	1,555,774		$	6,446		$	(3,047,073	)	$	9,947,269		$	(1,043,493	)	$	8,903,776

Nine Months Ended September 30, 2020	Attributable to owners of Turquoise Hill
						Accumulated
						other									Non-controlling
			Contributed			comprehensive									interest
	Share capital		surplus			income (loss)			Deficit			Total			(Note 15)			Total equity
Opening balance	$	11,432,122	$	1,558,811		$	(813	)	$	(3,821,889	)	$	9,168,231		$	(1,237,174	)	$	7,931,057

Income for the period		-		-			-			246,380			246,380			6,658			253,038

Other comprehensive income for the period		-		-			410			-			410			-			410

Employee share plans		-		78			-			-			78			-			78
Closing balance	$	11,432,122	$	1,558,889		$	(403	)	$	(3,575,509	)	$	9,415,099		$	(1,230,516	)	$	8,184,583

The accompanying notes are an integral part of these consolidated financial statements.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

1.	Nature of operations and liquidity risk

Rio Tinto plc is the ultimate parent company and indirectly owned a 50.8% majority interest in Turquoise Hill as at September 30, 2021.

Turquoise Hill Resources Ltd. (“Turquoise Hill”), together with its subsidiaries (collectively referred to as “the Company”), is an international mining company focused principally on the operation and further development of the Oyu Tolgoi copper-gold mine in Southern Mongolia. Turquoise Hill’s head office is located at 1 Place Ville Marie, Suite 3680, Montreal, Quebec, Canada, H3B 3P2. Turquoise Hill’s registered office is located at 300-204 Black Street, Whitehorse, Yukon, Canada, Y1A 2M9.

Turquoise Hill has its primary listing in Canada on the Toronto Stock Exchange and a secondary listing in the U.S. on the New York Stock Exchange.

The condensed interim consolidated financial statements of Turquoise Hill were authorized for issue in accordance with a directors’ resolution on November 2, 2021.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.

As at September 30, 2021, the Company had $0.8 billion of available liquidity, consisting of consolidated cash and cash equivalents. The Company’s current assets exceeded current liabilities by $0.6 billion at September 30, 2021. In addition to obligations in current liabilities, in the next 12 months, the Company has non-cancellable obligations related to power commitments of $32 million. The Company expects to fund its current liabilities and current commitments through its liquidity position and from cash flow generated at its existing open pit operations. The Company continues to review its near-term operating plans and continues to take steps to achieve operating cost efficiencies in order to maximize cash generated from its existing open pit operations.

The Company manages liquidity risk by the preparation of internally generated short-term cash flow forecasts and taking measures in response to the review of forecasts. These short-term cash flow forecasts consider estimation of future operating costs, financing costs, sustaining and development capital, tax payments and cash receipts from sales revenue. Sensitivity analyses are performed over these estimates including the impact of estimated commodity prices on cash receipts.

In addition, these short-term cash flow forecasts include the possible impact of the COVID-19 pandemic. Mongolia continued to experience a significant number of cases of COVID-19 during the third quarter of 2021, which continued to impact manning levels at Oyu Tolgoi, where average workforce numbers remained below 50% of planned requirements during the third quarter of 2021. COVID-19 restrictions have adversely impacted both open pit operations and underground development, which, through the end of the third quarter of 2021, have resulted in a cumulative increase of $140 million to the estimate of underground development capital included in the Definitive Estimate. This increase includes the currently known, incremental, time-related costs of COVID-19 restrictions through September 30, 2021; however, it does not include any future potential impacts arising from associated schedule delays or delayed commitments caused by the Definitive Estimate not yet having received the support of all the directors of the Oyu Tolgoi Board, as these are still under assessment.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

1.	Nature of operations and liquidity risk (continued)

The short-term cash flow forecasts at September 30, 2021 included the impact of the delay to sustainable production for Panel 0 until the first half of 2023. In addition, the short-term cash flow forecasts included the impact of resequencing of ore phases of the open pit mine. The full impacts of the previously disclosed open-pit geotechnical events as well as the on-going impacts of on-site COVID-19 restrictions have resulted in delayed waste movement, which is currently forecast to result in deferral of some open-pit metal to beyond 2024. While opportunities to reduce the impact of this forecast metal deferral are under consideration, related work is not expected to be completed until the first half of 2022.

The short-term cash forecasts at September 30, 2021 also included the assessment of the estimated impact on the timing of cash receipts resulting from the force majeure that was announced by the Company on March 30, 2021. Oyu Tolgoi concentrate shipment volumes to customers improved during the third quarter of 2021; however, above target inventory levels remained at September 30, 2021 as a result of the COVID-19 related Mongolia-Chinese border restrictions. Shipments to Chinese customers recommenced on April 15, 2021, and Oyu Tolgoi continues to work closely with Mongolian and Chinese authorities to manage any supply chain disruptions. The force majeure will remain in place until there are sufficiently sustained volumes of convoys crossing the border to ensure Oyu Tolgoi’s ability to meet its on-going commitments to customers and to return on-site concentrate inventory to target levels. Turquoise Hill and Oyu Tolgoi have developed a range of contingency plans to continue to manage short-term liquidity, which have been and can be deployed should the COVID-19 impacts on site operations and concentrate shipments persist.

Turquoise Hill continues to engage with Rio Tinto and various Mongolian governmental bodies to resolve the remaining outstanding non-technical undercut criteria, and the Company remains committed to moving the project forward and ensuring long-term and mutually beneficial solutions to the issues under discussion. Nevertheless, delayed resolution of outstanding issues, as well as the slowing of discussions as a result of the COVID-19 situation in Mongolia, have delayed the Company’s expected timing for initiation of the undercut. Some contractual commitments for future works on items such as Material Handling System 2 and the Concentrator upgrade have experienced delays, as entering into these commitments is currently pending approval of the Definitive Estimate and necessary additional investment by the Oyu Tolgoi Board. The Company’s updated estimate of expected timing for initiation of the undercut, as well as of the potential impact of these delayed commitments, have been incorporated into its short term cash flow forecasts as at September 30, 2021.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

1.	Nature of operations and liquidity risk (continued)

The short-term cash forecasts incorporate the plans that the Company has in place to access additional sources of funding as contemplated in the binding Heads of Agreement (HoA) that was entered into between the Company and Rio Tinto on April 9, 2021. The HoA provided an updated funding plan for the completion of the Oyu Tolgoi LLC (Oyu Tolgoi) underground project in Mongolia. Under the HoA, subject to securing approval by the Oyu Tolgoi Board and any required support from the Government of Mongolia, the Company and Rio Tinto will pursue re-profiling of existing project debt to better align with the revised mine plan, project timing and cash flows to reduce the currently projected funding requirements of Oyu Tolgoi by up to $1.4 billion and seek to raise up to $0.5 billion in senior supplemental debt. In addition, Rio Tinto has committed to address any potential shortfalls from the re-profiling and additional senior supplemental debt (SSD) of up to $0.75 billion by providing a senior co-lending facility (the “Co-Lending Facility”) on the same terms as Oyu Tolgoi’s project financing, while the Company has committed to complete an equity offering of common shares for up to $0.5 billion in the form of, and at the Company’s discretion, either (i) a rights offering of common shares or (ii) a public offering or private placement of common shares, in either case sufficient to satisfy any remaining funding shortfall of up to $0.5 billion within six months of the Co-Lending Facility becoming available. The Co-Lending Facility is to be made available by Rio Tinto to Oyu Tolgoi by no later than the Outside Date (defined in the HoA as March 31, 2022), subject to certain conditions and provided that the parties shall first obtain the approval of the Oyu Tolgoi board to commence negotiations for the re-profiling, the SSD and the Co-Lending Facility.

The Company believes that it has sufficient liquidity to meet its minimum obligations for a period of at least 12 months from the balance sheet date, and to meet requirements of the Company, including its operations and capital expenditures, over the same period.

2.	Summary of significant accounting policies

(a)

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. These condensed interim consolidated financial statements are compliant with IAS 34 and do not include all of the information required for full annual financial statements.

These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2020.

(b)

Areas of judgement and estimation uncertainty

The preparation of consolidated financial statements in accordance with IFRS often requires management to make estimates about, and apply assumptions or subjective judgement to, future events and other matters that affect the reported amounts of the Company’s assets, liabilities, revenues, expenses and related disclosures. Assumptions, estimates and judgements are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time the Company’s consolidated financial statements are prepared.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

2.	Summary of significant accounting policies (continued)

(b)

Areas of judgement and estimation uncertainty(continued)

As part of the preparation of these interim consolidated financial statements, the Company assessed whether there was any change in circumstances that may lead to a material impact on the areas of judgement and estimation uncertainty that the Company disclosed in its annual consolidated financial statements for the year ended December 31, 2020. The Company’s assessment considered the information included within the Company’s announcement on October 14, 2021, in relation to its third quarter 2021 production and in which the Company provided an update on the Oyu Tolgoi mine.

The October 14, 2021 announcement reported Turquoise Hill’s continuing engagement with Rio Tinto and various Mongolian governmental bodies to resolve the remaining outstanding non-technical undercut criteria. The Company acknowledged that delayed resolution of outstanding issues, as well as the slowing of discussions as a result of the COVID-19 situation in Mongolia, will delay the Company’s expected timing for initiation of the undercut. Some contractual commitments for future works on items such as Material Handling System 2 and the Concentrator upgrade have experienced delays, as entering into these commitments is currently pending approval of the Definitive Estimate and necessary additional investment by the Oyu Tolgoi Board. The ongoing impacts of COVID-19, continued delayed commitments resulting from the Definitive Estimate not yet having received the support of all directors of the Oyu Tolgoi Board, as well as the outstanding unresolved non-technical undercut issues, have led the Company to conclude that sustainable production is now expected to be delayed until the first half of 2023.

The Company’s assessment also considered the impact of potential delays to the ramp-up of production from the underground following achievement of sustainable production. As announced by the Company on October 14, 2021, progress on Shafts 3 and 4 has been impacted by quarantine requirements and international travel restrictions related to COVID-19. No significant development progress on these shafts was made during the three months ended September 30, 2021. Consequently, a 9-month delay on Shafts 3 and 4 is currently forecast which, in combination with a COVID-related reduction in underground development progress, as well as expected changes to mining scope, is currently forecast to delay the initiation of Panel 2 by approximately 14-16 months compared to the Definitive Estimate. Panel 1 is currently forecast to be impacted to a lesser extent with an approximate commencement 11 months later than the Definitive Estimate.

In addition, the Company’s assessment considered the potential impact of Oyu Tolgoi’s declaration of force majeure, which was announced on March 30, 2021 and that remained in place at September 30, 2021 in connection with customer contracts for concentrate as a result of Oyu Tolgoi shipments of concentrate to its Chinese customers being impacted by COVID-19 health and safety precautions related to Chinese-Mongolian border crossings.

As at September 30, 2021, and giving consideration for events that took place before the authorization date for the issuance of these condensed interim consolidated financial statements, the Company concluded that there were no events or transactions that materially impacted the areas of judgement and estimation uncertainty included within its annual consolidated financial statements for the year ended December 31, 2020 that could affect the reported amounts of the Company’s assets, liabilities, revenues, expenses and related disclosures.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

2.	Summary of significant accounting policies (continued)

(c)

New standards and interpretations adopted

A number of new standards, and amendments to standards and interpretations, are effective as of January 1, 2021, and have been applied in preparing these consolidated financial statements. None of these standards and amendments to standards and interpretations had a significant effect on the consolidated financial statements of the Company.

(d)

New standards and interpretations not yet adopted

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16): The amendments prohibit an entity from deducting from the cost of an item of property, plant, and equipment any proceeds (net of additional processing costs) from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Under the amendment such proceeds and related production costs are recognised in the Statement of Income. This amendment is effective for the Company’s annual reporting periods beginning January 1, 2022, with retrospective application required as it relates to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2020.

The amendments are expected to result in higher reported revenue, operating costs, inventory and property plant and equipment balances (capital works in progress) relating to development projects completed after January 1, 2020. IAS 2 Inventories will apply to the identification and measurement of inventory produced. Identifying the related cost may require significant estimation and judgment in the selection of an appropriate method for allocating development expenditure to such inventory. Adjustments to amounts recorded within Equity at January 1, 2020 will not be material. The restatement of the Company’s Consolidated Statement of Income and Consolidated Balance Sheet at December 31, 2021 upon adoption of the amendments from January 1, 2022 in respect of such projects may be material.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

3.	Operating segment


	Three Months Ended September 30, 2021
				Corporate
				and other
	Oyu Tolgoi			eliminations			Consolidated

Revenue	$	622,786		$	-		$	622,786

Cost of sales		(202,690	)		-			(202,690	)
Gross margin		420,096			-			420,096

Operating (expenses) income		(89,507	)		11,965			(77,542	)

Corporate administration expenses		-			(5,255	)		(5,255	)

Other expenses		(1,753	)		(1,923	)		(3,676	)
Income before finance items and taxes		328,836			4,787			333,623

Finance items

Finance income		210			236			446

Finance costs		(71,791	)		69,201			(2,590	)
Income from operations before taxes	$	257,255		$	74,224		$	331,479

Income and other taxes		(292,564	)		(15,977	)		(308,541	)
Income (loss) for the period	$	(35,309	)	$	58,247		$	22,938

Depreciation and depletion		50,683			28			50,711

Capital additions		287,359			-			287,359

Total assets		13,584,407			323,382			13,907,789

Revenue by geographic destination is based on the ultimate country of destination, if known. If the destination of the concentrate sold through traders is not known, then revenue is allocated to the location of the concentrate at the time when revenue is recognized. During the three months ended September 30, 2021 and 2020, principally all of Oyu Tolgoi’s revenue arose from concentrate sales to customers in China and revenue from individual customers in excess of 10% of Oyu Tolgoi’s revenue was $85.4 million, $72.7 million and $67.1 million (September 30, 2020 - $63.6 million, $57.3 million, $29.7 million, $29.0 million, and $25.9 million).

Substantially all long-lived assets of the Oyu Tolgoi segment, other than financial instruments and deferred tax assets, are located in Mongolia.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

3.	Operating segment (continued)


	Three Months Ended September 30, 2020
				Corporate
				and other
	Oyu Tolgoi			eliminations			Consolidated

Revenue	$	264,520		$	-		$	264,520

Cost of sales		(167,991	)		-			(167,991	)

Gross margin		96,529			-			96,529

Operating (expenses) income		(60,709	)		10,800			(49,909	)

Corporate administration expenses		-			(6,496	)		(6,496	)

Other income (expenses)		733			(983	)		(250	)

Income before finance items and taxes		36,553			3,321			39,874

Finance items

Finance income		644			946			1,590

Finance costs		(75,040	)		73,537			(1,503	)
Income (loss) from operations before taxes	$	(37,843	)	$	77,804		$	39,961

Income and other taxes		135,348			(13,545	)		121,803
Income for the period	$	97,505		$	64,259		$	161,764

Depreciation and depletion		42,841			56			42,897

Capital additions		299,975			-			299,975

Total assets		11,818,897			1,268,555			13,087,452

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

3.	Operating segment (continued)


	Nine Months Ended September 30, 2021
				Corporate
				and other
	Oyu Tolgoi			eliminations			Consolidated

Revenue	$	1,467,131		$	-		$	1,467,131

Cost of sales		(440,918	)		-			(440,918	)

Gross margin		1,026,213			-			1,026,213

Operating (expenses) income		(239,948	)		32,642			(207,306	)

Corporate administration expenses		-			(26,823	)		(26,823	)

Other expense		(2,741	)		(28,722	)		(31,463	)

Income (loss) before finance items and taxes		783,524			(22,903	)		760,621

Finance items

Finance income		1,361			982			2,343

Finance costs		(213,850	)		208,029			(5,821	)

Income from operations before taxes	$	571,035		$	186,108		$	757,143

Income and other taxes		(261,251	)		(22,037	)		(283,288	)

Income for the period	$	309,784		$	164,071		$	473,855

Depreciation and depletion		125,254			69			125,323

Capital additions		900,620			-			900,620

Total assets		13,584,407			323,382			13,907,789

Revenue by geographic destination is based on the ultimate country of destination, if known. If the destination of the concentrate sold through traders is not known, then revenue is allocated to the location of the concentrate at the time when revenue is recognized. During the nine months ended September 30, 2021 and 2020, principally all of Oyu Tolgoi’s revenue arose from concentrate sales to customers in China and revenue from individual customers in excess of 10% of Oyu Tolgoi’s revenue was $210.3 million, $168.5 million, $164.5 million, and $156.5 million (September 30, 2020 - $162.4 million, $138.1 million, $84.0 million, and $71.4 million).

Substantially all long-lived assets of the Oyu Tolgoi segment, other than financial instruments and deferred tax assets, are located in Mongolia.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

3.	Operating segment (continued)


	Nine Months Ended September 30, 2020
				Corporate
				and other
	Oyu Tolgoi			eliminations			Consolidated

Revenue	$	673,146		$	-		$	673,146

Cost of sales		(495,871	)		-			(495,871	)

Gross margin		177,275			-			177,275

Operating (expenses) income		(176,596	)		31,883			(144,713	)

Corporate administration expenses		-			(21,068	)		(21,068	)

Other income (expenses)		4,338			(2,788	)		1,550

Income before finance items and taxes		5,017			8,027			13,044

Finance items

Finance income		3,803			12,411			16,214

Finance costs		(255,613	)		250,785			(4,828	)

Income (loss) from operations before taxes	$	(246,793	)	$	271,223		$	24,430

Income and other taxes		266,377			(37,769	)		228,608

Income for the period	$	19,584		$	233,454		$	253,038

Depreciation and depletion		132,834			85			132,919

Capital additions		974,681			-			974,681

Total assets		11,818,897			1,268,555			13,087,452

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

4.	Revenue


	Three Months Ended September 30, 2021							Nine Months Ended September 30, 2021

	Revenue from contracts with customers		Other revenue (a)			Total revenue		Revenue from contracts with customers		Other revenue (a)			Total revenue


Total revenue:

Copper	$	377,195	$	(14,476	)	$	362,719	$	856,870	$	26,899		$	883,769

Gold		256,414		(2,127	)		254,287		577,430		(7,454	)		569,976

Silver		6,029		(249	)		5,780		13,840		(454	)		13,386

	$	639,638	$	(16,852	)	$	622,786	$	1,448,140	$	18,991		$	1,467,131

	Three Months Ended September 30, 2020							Nine Months Ended September 30, 2020

	Revenue from contracts with customers		Other revenue (a)			Total revenue		Revenue from contracts with customers		Other revenue (a)			Total revenue


Total revenue:

Copper	$	189,857	$	8,963		$	198,820	$	501,490	$	15,866		$	517,356

Gold		59,670		1,399			61,069		139,659		5,614			145,273

Silver		4,397		234			4,631		9,970		547			10,517

	$	253,924	$	10,596		$	264,520	$	651,119	$	22,027		$	673,146

(a)

Other revenue relates to gains (losses) on the revaluation of trade receivables.

5.	Cost of sales


	Three Months Ended				Nine Months Ended
	September 30,				September 30,

	2021		2020		2021		2020


Production and delivery	$	152,559	$	125,723	$	317,370	$	367,531

Depreciation and depletion		50,131		42,268		123,548		128,340
	$	202,690	$	167,991	$	440,918	$	495,871

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

6.	Operating expenses


	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2021			2020			2021			2020


Oyu Tolgoi administration expenses	$	33,936		$	29,971		$	114,794		$	93,386

Royalty expenses		37,592			15,505			82,794			39,960

Inventory write downs (reversals) (a)		6			(252	)		(3,598	)		(2,611	)

Selling expenses		5,429			4,056			11,604			9,117

Depreciation		580			629			1,775			4,579

Other		(1	)		-			(63	)		282

	$	77,542		$	49,909		$	207,306		$	144,713

(a)

Inventory write downs (reversals) include net adjustments to the carrying value of ore stockpile inventories and materials and supplies; refer to Note 9.

7.	Finance items


	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2021			2020			2021			2020


Finance income:

Interest income (a)	$	446		$	1,590		$	2,343		$	16,214
	$	446		$	1,590		$	2,343		$	16,214

Finance costs:

Interest expense and similar charges	$	(75,060	)	$	(79,254	)	$	(223,833	)	$	(262,649	)

Amounts capitalized to property, plant and equipment (b)		74,538			78,787			222,369			260,972

Accretion of decommissioning obligations (Note 14)		(2,068	)		(1,036	)		(4,357	)		(3,151	)

	$	(2,590	)	$	(1,503	)	$	(5,821	)	$	(4,828	)

(a)

Finance income for the three and nine months ended September 30, 2021 does not include interest on the related party receivable. For the nine months ended September 30, 2020, Finance income includes $2.1 million on the related party receivable (nil three months ended September 30, 2020). Amounts had previously been placed with Rio Tinto under an agreement for cash management services in connection with net proceeds from the project finance facility (refer to Note 18). This was settled during the second quarter of 2020.

(b)

The majority of the finance costs capitalized to property, plant and equipment were capitalized at the weighted average rate of the Company’s general borrowings of 8.3% (refer to Note 10).

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

8.	Cash and cash equivalents


	September 30,		December 31,
	2021		2020


Cash at bank and on hand	$	257,668	$	61,783

Money market funds		193,100		667,542

Other cash equivalents		399,104		394,296
	$	849,872	$	1,123,621

9.	Inventories


	September 30,			December 31,
	2021			2020


Current

Concentrate	$	120,029		$	48,504

Ore stockpiles		24,903			44,846

Materials and supplies		181,214			180,038

Provision against carrying value of materials and supplies		(71,828	)		(75,426	)
	$	254,318		$	197,962

Non-current

Ore stockpiles	$	62,174		$	37,557
	$	62,174		$	37,557

During the three and nine months ended September 30, 2021, $202.7 million (2020 - $168.0 million) and $440.9 million (2020 - $495.9 million) of inventory was charged to cost of sales (Note 5).

During the three and nine months ended September 30, 2021, no write down charges (2020 – net reversals of $0.3 million) and net reversals of $3.6 million (2020 – net reversal of $2.6 million) were recognized, respectively, in the consolidated statement of income relating to inventory write off and movement in provisions against carrying value. During the three and nine months ended September 30, 2021, no inventory on which there was a provision against carrying value was sold. During the three months ended September 30, 2020 no inventory on which there was a provision against carrying value was sold. During the nine months ended September 30, 2020, $0.1 million was sold and recognized in cost of sales for the period.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

10.

Property, plant and equipment


	Oyu Tolgoi
Nine Months Ended September 30, 2021	Mineral property interests			Plant and equipment			Capital works in progress			Other capital assets			Total

Net book value:

January 1, 2021	$	695,552		$	3,011,522		$	7,219,502		$	936		$	10,927,512

Additions (a)		23,694			13,674			638,915			-			676,283

Interest capitalized (Note 7)		-			-			222,369			-			222,369

Changes to decommissioning obligations		1,968			-			-			-			1,968

Depreciation for the period		(33,743	)		(130,535	)		-			(69	)		(164,347	)

Transfers and other movements		-			109,339			(109,339	)		-			-
September 30, 2021	$	687,471		$	3,004,000		$	7,971,447		$	867		$	11,663,785

Cost		1,328,796			4,977,263			8,336,154			1,131			14,643,344

Accumulated depreciation / impairment		(641,325	)		(1,973,263	)		(364,707	)		(264	)		(2,979,559	)
September 30, 2021	$	687,471		$	3,004,000		$	7,971,447		$	867		$	11,663,785

	Oyu Tolgoi
Nine Months Ended September 30, 2020	Mineral property interests			Plant and equipment			Capital works in progress			Other capital assets			Total

Net book value:

January 1, 2020	$	723,516		$	3,126,331		$	5,931,750		$	1,050		$	9,782,647

Additions (a)		5,965			-			707,744			-			713,709

Interest capitalized (Note 7)		-			-			260,972			-			260,972

Changes to decommissioning obligations		3,872			-			-			-			3,872

Depreciation for the period		(40,614	)		(104,185	)		-			(85	)		(144,884	)

Disposals and write offs		-			(858	)		(529	)		-			(1,387	)

Transfers and other movements		-			20,460			(20,460	)		-			-
September 30, 2020	$	692,739		$	3,041,748		$	6,879,477		$	965		$	10,614,929

Cost		1,280,478			4,857,903			7,244,183			1,131			13,383,695

Accumulated depreciation / impairment		(587,739	)		(1,816,155	)		(364,706	)		(166	)		(2,768,766	)
September 30, 2020	$	692,739		$	3,041,748		$	6,879,477		$	965		$	10,614,929

(a)

Pre-production sales proceeds of $51.3 million (2020 - $26.1 million) and associated costs of $10.8 million (2020 – $5.4 million) have been recorded as a net reduction to additions to Capital works in progress during the nine months ended September 30, 2021.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

11.

Trade and other payables


	September 30,		December 31,
	2021		2020

Trade payables and accrued liabilities	$	300,765	$	315,570

Interest payable on long-term borrowings		44,775		7,266

Payable to related parties (Note 18)		55,047		65,552

Other		1,520		1,671
	$	402,107	$	390,059

12.

Borrowings and other financial liabilities


	September 30,		December 31,
	2021		2020

Current liabilities:

Project finance facility (a)	$	47,647	$	27,567

Lease liabilities (b)		9,637		721
	$	57,284	$	28,288

	September 30,		December 31,
	2021		2020

Non-current liabilities:

Project finance facility (a)	$	4,127,429	$	4,157,344

Lease liabilities (b)		17,684		16,147
	$	4,145,113	$	4,173,491

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

12.

Borrowings and other financial liabilities (continued)

(a)

Project finance facility

On December 14, 2015, Oyu Tolgoi signed a $4.4 billion project finance facility. The facility is provided by a syndicate of international financial institutions and export credit agencies representing the governments of Canada, the United States and Australia, along with 15 commercial banks. The project finance lenders have agreed to a debt cap of $6.0 billion. In addition to the funding drawn down to date there is an additional $0.1 billion available, subject to certain conditions, under the Company’s facility with the Export-Import Bank of the United States, and the potential for an additional $1.6 billion of supplemental debt. Under the terms of the project finance facility held by Oyu Tolgoi, there are certain restrictions on the ability of Oyu Tolgoi to make shareholder distributions.

At September 30, 2021, Oyu Tolgoi has drawn down $4.3 billion of the project finance facility:

September 30, 2021

Original

Annual interest rate

Facility

Carrying Value (i)

Fair Value (i)

Term

Pre-completion

Post-completion

International Financial
Institutions - A Loan

778,359

866,842

15 years

LIBOR + 3.78%

LIBOR + 4.78%

Export Credit Agencies

869,645

971,064

14 years

LIBOR + 3.65%

LIBOR + 4.65%

Loan

278,141

327,672

13 years

2.3%

MIGA Insured Loan

676,107

748,838

12 years

LIBOR + 2.65%

LIBOR + 3.65%

Commercial Banks

1,572,824

1,758,134

12 years

LIBOR + 3.4%

LIBOR + 4.4%

- B Loan

Includes $50 million 15-year loan at A Loan rate

4,175,076

4,672,550

(i)

The carrying value of borrowings under the project finance facility differs from fair value due to amortized transaction costs, and changes in the estimate of fair value between the initial recognition date and the balance sheet date. Project finance borrowings were initially recognized at fair value less transaction costs on the relevant draw down dates, with aggregate initial fair value being $4,348.9 million before transaction costs. At September 30, 2021, these borrowings are stated net of $128.8 million unamortized transaction costs.

In March 2020, Oyu Tolgoi notified its project lenders that the COVID-19 pandemic constitutes a force majeure event under its project finance facilities, which will have the effect of extending the June 30, 2028 project longstop date under those facilities for the duration of the force majeure.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

12.

Borrowings and other financial liabilities (continued)

(a)

Project finance facility (continued)

(ii)

The project finance facility provides for interest only payments for the first five years followed by minimum repayments according to a stepped amortization schedule for the remaining life of the facility.

(iii)

The Multilateral Investment Guarantee Agency (“MIGA”) provides political risk insurance for commercial banks. The Company is required to pay an annual insurance premium of 1.4% of the MIGA Insured Loan for the remaining life of the facility.

(b)

As at September 30, 2021, lease liabilities are discounted at the weighted average incremental borrowing rate of 7.8% (December 31, 2020 – 7.8%)

13.

Deferred income taxes


	September 30,			December 31,
	2021			2020
Deferred tax assets

Non-capital losses	$	255,746		$	427,695

Other temporary differences including accrued interest		366,848			453,010
	$	622,594		$	880,705

Deferred tax liabilities
Withholding tax	$	(136,694	)	$	(111,717	)
	$	(136,694	)	$	(111,717	)

Adjustments to deferred tax assets: During the three months ended September 30, 2021, the Company recorded an income statement charge of $299.9 million to reduce the amount of Mongolian deferred tax assets recognized by $292.6 million, and the amount of Canadian deferred tax assets recognized by $7.3 million. These deferred tax assets relate to tax operating losses, accrued but unpaid interest expense on shareholder loans and other temporary differences. Recoverability of these losses and temporary differences is assessed at each balance sheet date against an estimate of future taxable profits. Movements in the deferred tax assets result from period end reassessments of recoverability and include adjustments to either record or derecognize deferred tax assets in previous periods.

The adjustment to the Mongolian deferred tax asset was primarily due to an overall weakening in taxable income forecasts, driven by updated operating assumptions in mine planning in the period. Updated mine plan assumptions reflect the expected delay in sustainable production from Panel 0 to the first half of 2023 and the impact of the delay to the commencement of production from Panel 2, and, to a lesser extent, Panel 1 driven by the forecast nine-month delay on Shafts 3 and 4, in combination with reduced underground development progress as well as expected changes to mining scope. The updated mine planning assumptions led to an increase in the amount of loss carry forwards and temporary differences estimated to expire unutilized.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

14.

Decommissioning obligations


	Nine Months Ended September 30,
	2021		2020

Opening carrying amount	$	133,964	$	104,238

Changes in estimates and new estimated cash flows		1,968		3,872

Accretion of present value discount		4,357		3,151
	$	140,289	$	111,261

All decommissioning obligations relate to Oyu Tolgoi. Reclamation and closure costs have been estimated based on the Company’s interpretation of current regulatory requirements and other commitments made to stakeholders, and are measured as the net present value of future cash expenditures upon reclamation and closure.

As at September 30, 2021, estimated future cash expenditures of $235.9 million (December 31, 2020 - $227.8 million) have been discounted from an anticipated closure date of 2055 to their present value at a real rate of 1.5% (December 31, 2020 – 1.5%). During 2020, the Company decreased the real discount rate from 2.0% to 1.5%.

15.

Non-controlling interest


	Non-controlling Interest: Oyu Tolgoi (a) Nine Months Ended September 30,
	2021			2020

Balance, January 1	$	(1,148,820	)	$	(1,237,174	)

Non-controlling interest’s share of income		105,327			6,658

Common share investments funded on behalf of non-controlling interest (a)		20,400			98,600

Funded amounts repayable to the Company (a)		(20,400	)		(98,600	)

Balance, September 30	$	(1,043,493	)	$	(1,230,516	)

(a)

Since 2011, the Company has funded common share investments in Oyu Tolgoi on behalf of Erdenes Oyu Tolgoi LLC (“Erdenes”). In accordance with the Amended and Restated Shareholders Agreement dated September 8, 2011, such funded amounts earn interest at an effective annual rate of LIBOR plus 6.5% and are repayable to the Company via a pledge over Erdenes’ share of future Oyu Tolgoi common share dividends. Erdenes also has the right to reduce the outstanding balance by making payments directly to the Company.

Common share investments funded on behalf of Erdenes are recorded as a reduction to the net carrying value of non-controlling interest. As at September 30, 2021, the cumulative amount of such funding was $1,398.8 million (December 31, 2020 - $1,378.4 million). Interest of $915.1 million (December 31, 2020 - $804.4 million) relating to this funding, has not been recognized in these condensed interim consolidated financial statements, as payment will be triggered on common share dividend distribution by Oyu Tolgoi, the certainty of which cannot currently be reliably determined.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

16.

Cash flow information

(a)

Reconciliation of net income to net cash flow generated from operating activities before interest and tax


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

Income for the period	$	22,938		$	161,764		$	473,855		$	253,038

Adjustments for:
Depreciation and amortization		50,711			42,897			125,323			132,919
Finance items:
Interest income		(446	)		(1,590	)		(2,343	)		(16,214	)
Interest and accretion expense		2,590			1,503			5,821			4,828
Realized and unrealized losses on commodity put options		1,684			-			28,638			-
Unrealized foreign exchange (gains) loss		1,043			(289	)		1,008			(5,042	)
Inventory write downs (reversals)		6			(252	)		(3,598	)		(2,611	)
(Gain) loss on disposal property, plant and equipment		(1	)		-			(63	)		282
Income and other taxes		308,541			(121,803	)		283,288			(228,608	)
Other items		(3,397	)		289			(688	)		955

Net change in non-cash operating working capital items:
(Increase) decrease in:
Inventories		22,066			1,702			(80,807	)		(18,182	)
Trade, other receivables and prepaid expenses		3,733			15,627			46,473			(17,183	)
(Decrease) increase in:
Trade and other payables		(40,132	)		(19,996	)		(1,151	)		2,248
Deferred revenue		(18,272	)		9,400			19,237			19,015
Cash generated from operating activities before interest and tax	$	351,064		$	89,252		$	894,993		$	125,445

(b)

Supplementary information regarding other non-cash transactions

The non-cash investing and financing activities not already disclosed in the consolidated statements of cash flows were as follows:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2021		2020			2021			2020

Investing activities
Change in accounts payable and accrued liabilities related to purchase of property, plant and equipment	$	15,011	$	(8,278	)	$	(28,266	)		$(66,892	)

Additons to property, plant and equipment - leased assets		3,560		-			13,764			-

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

17.

Earnings per Share

On October 23, 2020, the Company implemented a consolidation (or reverse stock split) of the Company’s issued and outstanding common shares at a ratio of one post-consolidation share for every ten pre-consolidation shares. The consolidation reduced the number of issued and outstanding common shares of the Company from 2,012,314,469 shares to 201,231,446 shares. The reduction in the number of issued and outstanding common shares was retrospectively incorporated into the determination of the basic weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings (loss) per share attributable to Turquoise Hill Resources Ltd.

18.

Related parties

As at September 30, 2021, Rio Tinto plc’s indirect equity ownership in the Company was 50.8% (December 31, 2020: 50.8%). The following tables present the condensed interim consolidated financial statements line items within which transactions with a Rio Tinto entity or entities (“Rio Tinto”) are reported. Rio Tinto entities comprise Rio Tinto plc, Rio Tinto Limited and their respective subsidiaries other than Turquoise Hill and its subsidiaries.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Statements of Income	2021			2020			2021			2020

Operating and corporate administration expenses:

Cost recoveries - Turquoise Hill	$	389		$	174		$	1,069		$	2,454

Management services payment (i)		(8,703	)		(7,885	)		(20,581	)	$	(21,839	)

Cost recoveries - Rio Tinto (ii)		(18,404	)		(13,990	)		(47,016	)	$	(31,063	)

Finance income:

Cash and cash equivalents (iii)		-			278			-		$	2,210

Receivable from Rio Tinto (iv)		-			-			-		$	2,123

Finance costs:

Completion support fee (v)		(27,497	)		(27,774	)		(81,844	)	$	(79,864	)

	$	(54,215	)	$	(49,197	)	$	(148,372	)	$	(125,979	)

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

18.

Related parties (continued)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Statements of Cash Flows	2021			2020			2021			2020

Cash generated from operating activities

Interest received (iii, iv)	$	-		$	1,332		$	-		$	9,625

Interest paid (v)		-			-			(26,171	)		(25,972	)

Cash flows from investing activities

Receivable from related party: amounts withdrawn (iv)		-			-			-			511,284

Expenditures on property, plant and equipment:

Management services payment and cost recoveries - Rio Tinto (i), (ii)		(13,361	)		(23,572	)		(22,216	)		(48,380	)


	September 30,			December 31,
Balance Sheets	2021			2020

Trade and other receivables	$	203		$	852

Prepaid expenses and other assets		27,471			83,144

Trade and other payables (Note 11)

Management services payment - Rio Tinto (i)		(12,242	)		(13,137	)

Cost recoveries - Rio Tinto (ii)		(42,805	)		(52,415	)

	$	(27,373	)	$	18,444

(i)

In accordance with the Amended and Restated Shareholders’ Agreement, which was signed on June 8, 2011, and other related agreements, Turquoise Hill is required to make a management services payment to Rio Tinto equal to a percentage of all capital costs and operating costs incurred by Oyu Tolgoi from March 31, 2010 onwards. After signing the Underground Mine Development and Financing Plan on May 18, 2015, the management services payment to Rio Tinto is calculated as 1.5% applied to underground development capital costs, and 3% applied to operating costs and capital related to current operations.

(ii)

Rio Tinto recovers the costs of providing general corporate support services and mine management services to Turquoise Hill. Mine management services are provided by Rio Tinto in its capacity as the manager of Oyu Tolgoi.

(iii)

In addition to placing cash and cash equivalents on deposit with banks or investing funds with other financial institutions, Turquoise Hill may deposit cash and cash equivalents with Rio Tinto in accordance with an agreed upon policy and strategy for the management of liquid resources. At September 30, 2021 and December 31, 2020 there were no funds deposited with wholly owned subsidiaries of Rio Tinto. Funds on deposit would earn interest at rates equivalent to those offered by financial institutions or short-term corporate debt.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

18.

Related parties (continued)

(iv)

As part of project finance (Note 12), Turquoise Hill appointed 9539549 Canada Inc., a wholly owned subsidiary of Rio Tinto, as service provider to provide post-drawdown cash management services in connection with net proceeds from the project finance facility, placed with 9539549 Canada Inc. Rio Tinto International Holdings Limited, a wholly owned subsidiary of Rio Tinto, agreed to guarantee the obligations of the service provider under this agreement. At September 30, 2021 and December 31, 2020 there were no amounts due from 9539549 Canada Inc. Previous amounts due earned interest at an effective annual rate of LIBOR plus 2.45%. The interest rate reflected interest receivable at LIBOR minus 0.05% plus a benefit of 2.5% arising on amounts receivable from 9539549 Canada Inc. under the Cash Management Services Agreement, which were net settled with the 2.5% completion support fee described in (v) below.

(v)

As part of the project finance agreements (Note 12), Rio Tinto agreed to provide a guarantee, known as the completion support undertaking (“CSU”) in favour of the Commercial Banks and the Export Credit Agencies. In consideration for providing the CSU, the Company is required to pay Rio Tinto a fee equal to 2.5% of the amounts drawn under the facility. The annual completion support fee of 2.5% on amounts drawn under the facility is accounted for as a borrowing cost and included within interest expense and similar charges (refer to Note 7). Prior to all amounts being drawn, the fee was settled net of a benefit arising on amounts receivable from 9539549 Canada Inc. under the Cash Management Services Agreement described in (iv) above. The fee payment obligation will terminate on the date Rio Tinto’s CSU obligations to the project lenders terminate.

The above noted transactions were carried out in the normal course of operations and were measured at the transaction amount, which is the amount of consideration established and agreed to by the related parties.

19.

Commitments and contingencies

(a)

Capital commitments

At September 30, 2021, the Company had capital expenditure commitments of $27.6 million. These commitments represent minimum non-cancellable obligations and exit costs for cancellable obligations.

At September 30, 2021, the Company had power purchase commitments of $32.0 million. These commitments represent minimum non-cancellable obligations.

(b)

Mongolian Tax Assessments

On January 16, 2018, the Company announced that Oyu Tolgoi received a tax assessment for approximately $155 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) from the “MTA” as a result of a general tax audit for the period covering 2013 through 2015 (“2013 to 2015 Tax Assessment”). In January 2018 Oyu Tolgoi paid an amount of $4.8 million to settle unpaid taxes, fines and penalties for accepted items.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

19.

Commitments and contingencies (continued)

(b)

Mongolian Tax Assessments (continued)

The Company was of the opinion that Oyu Tolgoi had paid all taxes and charges required under the 2009 Oyu Tolgoi Investment Agreement (“Investment Agreement”), the Amended and Restated Shareholder Agreement (“ARSHA”), the Underground Mine Development and Financing Plan and Mongolian Law. Following engagement with the MTA, Oyu Tolgoi was advised that the MTA could not resolve Oyu Tolgoi’s objections to the 2013 to 2015 Tax Assessment.

On February 20, 2020, the Company announced that Oyu Tolgoi had proceeded with the initiation of a formal international arbitration proceeding in accordance with the dispute resolution provisions within Chapter 14 of the Investment Agreement, entered into with the Government of Mongolia in 2009 and Chapter 8 of the Oyu Tolgoi Underground Mine Development and Financing Plan, entered into with the Government of Mongolia in 2015. The dispute resolution provisions call for arbitration under the United Nations Commission on International Trade Law (UNCITRAL) seated in London before a panel of three arbitrators. By agreeing to resolve certain matters within the 2013 to 2015 Tax Assessment dispute under UNCITRAL Arbitration Rules, both parties agreed that the arbitral award shall be final and binding on both parties and the parties shall carry out the award without delay.

On December 23, 2020, the Company announced that Oyu Tolgoi had received a tax assessment for approximately $228 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) from the MTA relating to an audit on taxes imposed and paid by Oyu Tolgoi between 2016 and 2018 (“2016 to 2018 Tax Assessment”). The MTA also proposed a $1.4 billion adjustment to the balance of Oyu Tolgoi’s carried forward tax losses. The adjustments are to disallow or defer certain tax deductions claimed in the 2016 to 2018 years.

On January 11, 2021, the Company announced that Oyu Tolgoi had evaluated the 2016 to 2018 Tax Assessment claim and confirmed that Oyu Tolgoi had given notice of its intention to apply to the Tribunal in the Arbitration for leave to amend its Statement of Claim to include certain matters raised in the 2016 to 2018 Tax Assessment. Most of the matters raised in respect of the 2016 to 2018 Tax Assessment are of a similar nature to the matters that were raised in the 2013 to 2015 Tax Assessment. Oyu Tolgoi’s application to include these matters in the Arbitration for the 2013 to 2015 Tax Assessment was accepted. In addition to those matters included within the Statement of Claim, there are certain limited tax matters included in the 2013 to 2015 and 2016 to 2018 Tax Assessments which are being addressed in local Mongolian tax courts. As there is less certainty with respect to the resolution of these matters, the Company has accrued for certain amounts related to these matters and has also adjusted its loss carry forwards.

In February 2021, Oyu Tolgoi received notices of payment totaling $228 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) relating to amounts disputed under the 2016 to 2018 Tax Assessment. In March 2021, Oyu Tolgoi received notices of payment totaling $126 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) relating to amounts disputed under the 2013 to 2015 Tax Assessment. Under the Mongolian General Tax Law, the amounts were due and paid by Oyu Tolgoi LLC within 10 business days from the date of the notices of payment. Under the same legislation, Oyu Tolgoi LLC would be entitled to recover the amounts, including via offset against future tax liabilities, in the event of a favourable decision from the relevant dispute resolution authorities. These payments were recorded within non-current Prepaid expenses and other assets in the consolidated balance sheet, and within Income and other taxes paid in the consolidated statement of cash flows for the nine months ended September 30, 2021.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

19.

Commitments and contingencies (continued)

(b)

Mongolian Tax Assessments (continued)

On May 3, 2021, the Company announced that the Government of Mongolia filed its statement of defense together with a counterclaim (“GOM Defence and Counterclaim”) in relation to the international tax arbitration proceeding brought by Oyu Tolgoi against the Government of Mongolia on February 20, 2020. Turquoise Hill is not a party to that arbitration, but the GOM Defence and Counterclaim has requested that the arbitral tribunal add both Turquoise Hill and a member of the Rio Tinto Group as parties to the tax arbitration. The principal thrust of the GOM Defence and Counterclaim is to seek the rejection of Oyu Tolgoi’s tax claims in their entirety. As part of the counterclaim, the Government of Mongolia makes assertions surrounding previously-reported allegations of historical improper payments made to Government of Mongolia officials and seeks unquantified damages. Also, in the event Oyu Tolgoi’s tax claims are not dismissed in their entirety, the Government of Mongolia is seeking in the counterclaim an alternative declaration that the 2009 Investment Agreement is void.

Turquoise Hill denies the allegations relating to the Company in the GOM Defence and Counterclaim and has filed submissions to the arbitral tribunal to oppose the Government of Mongolia’s request that it be added to the tax arbitration. If nevertheless Turquoise Hill is added to the proceedings, Turquoise Hill will vigorously defend itself against the counterclaim.

Management remains of the opinion that the tax positions adopted by Oyu Tolgoi in its tax filings were correct and that Oyu Tolgoi has paid all taxes and charges as required under the Investment Agreement, ARSHA, the Underground Mine Development and Financing Plan and Mongolian law. In the opinion of the Company, at September 30, 2021, a provision is not required for the amounts disputed by the Company under the arbitration proceedings relating to the years 2013 through 2015. In addition, a provision is not required for the amounts disputed under the arbitration proceedings relating to the years 2016 through 2018, the carried forward losses or any additional amounts related to 2019 through September 30, 2021. The final amount of taxes to be paid depends on a number of factors including the outcome of discussions with the government and the outcome of the international arbitration proceedings. Changes in management’s assessment of the outcome of this matter could result in material adjustments to the Company’s statements of income and financial position.

(c)

Power Source Framework Agreement

Oyu Tolgoi is obliged under the 2009 Oyu Tolgoi Investment Agreement to secure a long-term domestic source of power for the Oyu Tolgoi mine. The Power Source Framework Agreement (PSFA) entered into between Oyu Tolgoi and the Government of Mongolia on December 31, 2018 provides a binding framework and pathway for long-term power supply to the Oyu Tolgoi mine. The PSFA originally contemplated the construction of a power plant at Tavan Tolgoi (TTPP), which would be majority-owned by Oyu Tolgoi and situated close to the Tavan Tolgoi coal mining district located approximately 150 kilometres from the Oyu Tolgoi mine. In April 2020, the Government of Mongolia advised that it was unwilling to support Oyu Tolgoi’s proposal to develop TTPP and announced its intention to fund and construct a State-owned Power Plant (SOPP) at Tavan Tolgoi.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

19.

Commitments and contingencies (continued)

(c)

Power Source Framework Agreement (continued)

On June 26, 2020, Oyu Tolgoi and the Government of Mongolia amended the PSFA (PSFA Amendment) to reflect their agreement to jointly prioritise and progress SOPP, in accordance with and subject to agreed milestones, as the domestic source of power for the Oyu Tolgoi mine. The PSFA Amendment provides that if certain agreed milestones are not met in a timely manner (subject to extension for Delay Events as defined) then Oyu Tolgoi will be entitled to select from, and implement, the alternative power solutions specified in the PSFA (as amended), including an Oyu Tolgoi-led coal fired power plant and a primary renewables solution, and the Government of Mongolia would be obliged to support such decision.

In relation to the PSFA Amendment that was executed in June 2020, the first three PSFA Amendment milestones (execution of the extension of the IMPIC supply arrangements, execution of the SOPP PPA and start of SOPP construction) were not met by the original dates of March 1, 2021, March 31, 2021 and July 1, 2021 respectively. Oyu Tolgoi is engaging with the Ministry of Energy at a sub-working group level to discuss the long-term power solution that would enable reliable supply from the Mongolian grid (Central Energy System). During this time, Oyu Tolgoi has not exercised its rights to select and proceed with an alternative power solution and has not waived its right to do so in the future.

As at September 30, 2021, the Company had no capital commitments related to the PSFA Amendment, TTPP, or SOPP.

(d)

Class Action Complaints

In October 2020, a class action complaint was filed in the U.S. District Court, Southern District of New York against the Company, certain of its current and former officers as well as Rio Tinto and certain of its officers. The complaint alleges that the defendants made material misstatements and material omissions with respect to, among other things, the schedule, cost and progress to completion of the development of Oyu Tolgoi in violation of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 10b-5 thereunder. Under the schedule established by the court, a first amended complaint was filed on March 16, 2021, and a second amended complaint was filed on September 16, 2021. Defendants filed motions to dismiss the second amended complaint on October 19, 2021. The Company believes that the complaint against it is without merit.

In January 2021, a proposed class action was initiated in the Superior Court in the District of Montreal against the Company and certain of its current and former officers. An amended complaint was filed on July 27, 2021 which did not substantially alter the claim. The claim alleges that the Company and its current and former officers named therein as defendants made material misstatements and material omissions with respect to, among other things, the schedule, cost and progress to completion of Oyu Tolgoi, in violation of, among other things, sections 225.8, 225.9 and 225.11 of the Securities Act (Quebec). The Company believes that the complaint against it is without merit and is preparing to defend the application for leave and certification of the proceeding.

Due to the size, complexity and nature of Turquoise Hill’s operations, various legal and tax matters arise in the ordinary course of business. Turquoise Hill recognizes a liability with respect to such matters when an outflow of economic resources is assessed as probable and the amount can be reliably estimated. In the opinion of management, these matters will not have a material effect on the condensed interim consolidated financial statements of the Company.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

20.

Financial instruments and fair value measurements

Certain of the Company’s financial assets and liabilities are measured at fair value on a recurring basis and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain non-financial assets and liabilities may also be measured at fair value on a non-recurring basis.

The fair value of financial assets and financial liabilities measured at amortized cost is determined in accordance with accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. Except as otherwise specified, the Company considers that the carrying amount of other receivables, trade payables and other financial assets measured at amortized cost approximates their fair value because of the demand nature or short-term maturity of these instruments.

The following tables provide an analysis of the Company’s financial assets that are measured subsequent to initial recognition at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the significant inputs used to determine the fair value are observable.

•

Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

•

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

•

Level 3 fair value measurements are those derived from valuation techniques that include significant inputs that are not based on observable market data.

TURQUOISE HILL RESOURCES LTD.

Notes to the condensed interim consolidated financial statements

(Stated in U.S. dollars unless otherwise noted; tabular amounts in thousands unless otherwise noted)

(Unaudited)

20.

Financial instruments and fair value measurements (continued)


			Fair Value at September 30, 2021
	Total		Level 1		Level 2		Level 3

Money market funds (a)	$	193,100	$	193,100	$	-	$	-

Marketable securities (a)		11,407		11,407		-		-

Trade receivables (b)		11,307		-		11,307		-

Commodity put options (c)		1,268				1,268
	$	217,082	$	204,507	$	12,575	$	-

			Fair Value at December 31, 2020
	Total		Level 1		Level 2		Level 3

Money market funds (a)	$	667,542	$	667,542	$	-	$	-

Marketable securities (a)		6,379		6,379		-		-

Trade receivables (b)		50,459		-		50,459		-
	$	724,380	$	673,921	$	50,459	$	-

(a)

The Company’s money market funds and marketable securities are classified within level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets.

(b)

Trade receivables from provisionally priced concentrate sales are included in level 2 of the fair value hierarchy as the basis of valuation uses quoted commodity prices.

(c)

During the first quarter of 2021, the Company purchased copper and gold put options to establish a synthetic copper and gold price floor in order to provide increased certainty around the Company’s liquidity horizon. The Company recognized a realized loss of $8.3 million and $14.2 million, respectively, and an unrealized gain of $6.6 million and unrealized loss of $14.5 million, respectively, in the three and nine months ended September 30, 2021 (2020 – nil) within Other income (expense) in the consolidated statements of income, and a financial asset of $1.3 million within current Other financial assets in the consolidated balance sheet as at September 30, 2021. Commodity put options are included in level 2 of the fair value hierarchy as the basis of valuation uses quoted prices.

Exhibit 99.2

LOGO

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

INTRODUCTION

This management discussion and analysis of the financial condition and results of operations (MD&A) of Turquoise Hill Resources Ltd. should be read in conjunction with the unaudited condensed interim consolidated financial statements of Turquoise Hill Resources Ltd. and the notes thereto for the three and nine months ended September 30, 2021, as well as the MD&A for the year ended December 31, 2020 dated as of March 8, 2021 and annual audited consolidated financial statements and accompanying notes for the years ended December 31, 2020 and December 31, 2019. The interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). In this MD&A, unless the context otherwise dictates, a reference to the “Company”, “we” or “our” refers to Turquoise Hill Resources Ltd. and a reference to “Turquoise Hill” refers to Turquoise Hill Resources Ltd. together with its subsidiaries. Additional information about the Company, including its Annual Information Form for the year ended December 31, 2020, dated as of March 8, 2021 (AIF), is available under the Company’s profile on SEDAR at www.sedar.com.

References to “C$” refer to Canadian dollars and “$” to United States dollars.

The MD&A refers to the All Injury Frequency Rate (AIFR), which is an indicator of workplace health and safety and provides insight into an organization’s efforts to protect its workforce from work-related hazards. Oyu Tolgoi’s AIFR is based on 200,000 hours of work exposure.

This MD&A contains certain forward-looking statements and certain forward-looking information. Please refer to the cautionary language commencing on page 31.

This MD&A also contains certain non-GAAP (or non-IFRS) measures. Please refer to the section titled “Non-GAAP Measures” commencing on page 28.

All readers of this MD&A are advised to review and consider the risk factors discussed under the heading “Risks and Uncertainties” in this MD&A commencing on page 25.

The date of this MD&A is November 2, 2021.


September 30, 2021		Page\| 1

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

TABLE OF CONTENTS



FINANCIAL AND OPERATIONAL HIGHLIGHTS			3

OPERATIONAL OUTLOOK FOR 2021			4

OUR BUSINESS			5

SELECTED FINANCIAL METRICS			6

OYU TOLGOI			8

FUNDING OF OT LLC BY TURQUOISE HILL			13

GOVERNMENT RELATIONS			16

CLASS ACTION COMPLAINTS			19

CORPORATE ACTIVITIES			20

INCOME AND OTHER TAXES			20

LIQUIDITY AND CAPITAL RESOURCES			21

SHARE CAPITAL			23

COPPER, GOLD AND FOREIGN EXCHANGE MARKET COMMENTARY			23

OFF-BALANCE SHEET ARRANGEMENTS			24

CONTRACTUAL OBLIGATIONS			24

CRITICAL ACCOUNTING ESTIMATES			24

RECENT ACCOUNTING PRONOUNCEMENTS			25

RISKS AND UNCERTAINTIES			25

RELATED-PARTY TRANSACTIONS			25

SELECTED QUARTERLY DATA			27

NON-GAAP MEASURES			28

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES			30

QUALIFIED PERSON			31

CAUTIONARY STATEMENTS			31

FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION			31


September 30, 2021		Page\| 2

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Oyu Tolgoi open-pit and underground workforce posted an AIFR of 0.13 per 200,000 hours worked for the nine months ended September 30, 2021.

In Q3’21, Oyu Tolgoi produced 41,935 tonnes of copper and 130,799 ounces of gold.

Mill throughput of 9.3 million tonnes in Q3’21 was in line with Q2’21 and 7% lower than Q3’20. Processing of harder ore as well as lower SAG mill availability, due to maintenance, impacted Q3’21 mill throughput.

Despite significant COVID-19 related challenges at the Oyu Tolgoi mine site, causing the site to operate at less than 50% of its planned personnel for Q3’21, 2021 production guidance remains on track and some underground progress has been made with the restart of Shaft 4 sinking and commencement of no-load Material Handling System 1 (MHS1) commissioning in October 2021.

Revenue of $622.8 million in Q3’21 increased 135.6% from $264.4 million in Q3’20. Both copper and gold volumes increased by 34.9% and 338.2%, respectively, driven by the scheduled move to the higher grade areas of Phase 4B. Average copper prices were 43.8% higher and average gold prices were 6.3% lower than Q3’20.

Income for the period was $22.9 million in Q3’21 compared with $161.7 million in Q3’20, reflecting the impact of a $299.9 million deferred tax asset de-recognition in Q3’21 (Q3’20: recognition of $131.1 million), which resulted mainly from underground delays as well as a $34.8 million increase in operating cash costs¹ due mainly to higher royalty costs from increased sales revenue, additional COVID-19 related costs and higher consumption and power costs, partially offset by lower power study costs. These unfavourable movements were further offset by a $323.6 million increase in gross margin due to the increased revenue. Income attributable to owners of Turquoise Hill in Q3’21 was $34.9 million ($0.17 per share) vs $128.6 million ($0.64 per share) in Q3’20.

Cost of sales was $1.98 per pound of copper sold and C1 cash costs¹ were negative $0.65 per pound of copper produced. All-in sustaining costs¹ were $0.03 per pound of copper produced.

Total operating cash costs¹ of $216.2 million in Q3’21 increased 19.2% from $181.4 million in Q3’20, due primarily to higher royalty costs from increased sales revenue, additional COVID-19 related costs and higher consumption and power costs, partially offset by lower power study costs.

Underground capital spend in Q3’21 was $200.6 million, including $63.7 million of underground sustaining capital. Total underground capital spend since January 1, 2016 was $5.1 billion, including $0.3 billion of underground sustaining capital, as of September 30, 2021. Given the total underground development spend of $4.8 billion and contractual obligations of $0.4 billion as at September 30, 2021, Oyu Tolgoi is expected to reach the total $5.3 billion underground development (actual spend plus contractual obligations) as stated in the original 2016 feasibility study, during November 2021. In the event that the necessary additional investment to progress underground development is not supported by all directors of the OT LLC board by the end of November 2021, OT LLC will be at risk of having to slow down further work on the underground development.

Cash generated from operating activities was $350.6 million in Q3’21 vs $77.6 million in Q3’20, reflecting a $261.9 million improvement in cash generated from operating activities before interest and tax, which resulted from a $323.6 million increase in gross margin from increased sales revenue, partially offset by unfavourable movements in working capital¹ and deferred revenue. Deferred revenue decreased in Q3’21 mainly due to exceptionally high deferred revenue at June 30, 2021, which was impacted by the timing of ramp-up in concentrate shipments during Q2’21 following the declaration of force majeure as well as related contingency measures that were put in place during Q2’21 to improve Oyu Tolgoi’s short-term liquidity that started to be unwound during Q3’21. Deferred revenue increased in Q3’20.

¹	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


September 30, 2021		Page\| 3

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Oyu Tolgoi concentrate shipment volumes to customers improved during Q3’21, compared to Q2’21; however, above target inventory levels remained at the end of Q3’21, reflecting the impact of COVID-19 related Mongolian / Chinese border restrictions, which resulted in force majeure being declared since March 30, 2021. Shipments to Chinese customers recommenced on April 15, 2021, and Oyu Tolgoi LLC (OT LLC) continues to work closely with the Mongolian and Chinese authorities to manage any supply chain disruptions. The force majeure will remain in place until there are sufficiently sustained volumes of convoys crossing the border to ensure OT LLC’s ability to meet its ongoing commitments to customers and to return on-site concentrate inventory to target levels.

All technical undercut readiness activities have been completed, and Oyu Tolgoi has been ready from a technical perspective to commence the undercut since July 2021. Undercut commencement remains delayed and is pending resolution of certain non-technical undercut criteria, including the support of all OT LLC Board directors to increase the underground development capital investment and to commence discussions with the project finance lenders, obtaining outstanding required regulatory approvals and agreeing on a pathway to meet OT LLC’s long-term power requirements, all of which are critical elements for consideration to proceed with the decision to commence the undercut and remain the subject of ongoing discussions. See the section of this MD&A titled “Negotiations with the Government of Mongolia”.

As a result of the cumulative and ongoing impacts of COVID-19, continued delayed commitments from the Definitive Estimate not having received the support of all directors of the OT LLC Board, as well as the outstanding unresolved non-technical undercut issues, the Company now expects sustainable production for Panel 0 to be delayed to H1’23, broadly in line with the currently forecast 6-month delay to undercut commencement.

Progress on Shafts 3 and 4 has been impacted by quarantine requirements and international travel restrictions related to COVID-19. As a result, no significant development progress on these shafts was made during Q3’21. Consequently, OT LLC has advised that a 9-month delay on Shafts 3 and 4 is currently forecast which, in combination with a COVID-related reduction in underground development progress, as well as expected changes to mining scope, is currently forecast to delay the initiation of Panel 2 by approximately 14-16 months compared to the Definitive Estimate. Panel 1 is currently forecast to be impacted to a lesser extent with an approximate commencement 11 months later than the Definitive Estimate. These delays are expected to extend the ramp up to 95,000 tpd by a similar timeframe. Efforts to minimize the delays to Panel 1 and Panel 2 due to ventilation constraints ahead of Shaft 3 and 4 commissioning continue. See the section of this MD&A titled “Oyu Tolgoi Underground Update”.

Turquoise Hill’s current estimate of its base case incremental funding requirement is $3.6 billion (June 30, 2021: $2.4 billion). The increase reflects preliminary information provided by OT LLC primarily regarding the delay to the initiation of the undercut.

As at September 30, 2021, Turquoise Hill has $0.8 billion of available liquidity, which under current projections is expected to meet the Company’s requirements, including funding of underground capital expenditure, into Q3’22.

OPERATIONAL OUTLOOK FOR 2021

Oyu Tolgoi’s copper and gold production guidance for 2021 remains within the ranges of 150,000 to 180,000 tonnes of copper and 400,000 to 480,000 ounces of gold, respectively.

Operating cash costs² for 2021 are still expected to be within the range of $800 million to $850 million.

Capital expenditure for 2021 on a cash-basis has been reduced to $80 million to $100 million from $105 million to $125 million for the open-pit and to $0.8 billion to $0.9 billion from $0.9 billion to $1.0 billion for the

²	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


September 30, 2021		Page\| 4

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

underground, including underground sustaining capital expenditure, caused mainly by the impact of the delayed undercut commencement and the on-going impacts of on-site COVID-19 restrictions. Open pit capital is mainly comprised of deferred stripping, equipment purchases, tailings storage facility construction and maintenance componentization. Underground capital is inclusive of VAT.

2021 C1 cash costs³ are expected to be in the range of negative $0.20 to positive $0.20 per pound of copper produced. Unit cost guidance assumes the midpoint of the expected 2021 copper and gold production ranges and a gold price of $1,804 per ounce.

OUR BUSINESS

Turquoise Hill is an international mining company focused on the operation and continued development of the Oyu Tolgoi copper-gold mine in Mongolia, which is the Company’s principal and only material mineral resource property. The Company’s ownership of the Oyu Tolgoi mine is held through a 66% interest in OT LLC; the remaining 34% interest is held by Erdenes Oyu Tolgoi LLC (Erdenes), a Mongolian state-owned entity.

The Oyu Tolgoi property is located approximately 550 kilometres south of Ulaanbaatar, Mongolia’s capital city, and 80 kilometres north of the Mongolia-China border. The property is cut by the Oyu Tolgoi trend, a 12 kilometres north-south orientated corridor which is host to the known deposits, Hugo North, Hugo South, Oyut and Heruga. Open pit mining operations commenced at Oyut in 2013. The Hugo North deposit (Lift 1) is currently being developed as an underground operation.

The copper concentrator plant, with related facilities and necessary infrastructure, was originally designed to process approximately 100,000 tonnes of ore per day from the Oyut open-pit. However, since 2014, the concentrator has consistently achieved a throughput of over 105,000 tonnes per day due to improvements in operating practices. Concentrator throughput for 2021 is targeted at over 110,000 tonnes per day and expected to be approximately 40 million tonnes for the year due to improvements in concentrator performance and more favourable ore characteristics.

At the end of Q3’21, Oyu Tolgoi had a total workforce (employees and contractors), including for underground project construction, of approximately 14,000 workers, of which over 96% were Mongolian.

³	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


September 30, 2021		Page\| 5

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

SELECTED FINANCIAL METRICS ⁽¹⁾


	Three months ended								Nine months ended
($ in millions, unless otherwise noted)	3Q 2021			3Q 2020			Change %		3Q 2021		3Q 2020		Change %

Revenue		622.8			264.4			135.6%		1,467.1		673.1		118.0%

Income (loss) for the period		22.9			161.7			—		473.9		253.0		—

Income (loss) attributable to owners of Turquoise Hill		34.9			128.6			—		368.5		246.4		—

Basic and diluted income (loss) per share attributable to owners of Turquoise Hill		0.17			0.64			—		1.83		1.22		—

Revenue by metals in concentrates

Copper		362.7			198.7			82.5%		883.8		517.3		70.8%

Gold		254.3			61.1			316.2%		570.0		145.3		292.3%

Silver		5.8			4.6			26.1%		13.3		10.5		26.7%

Cost of sales		202.7			168.0			20.7%		440.9		495.9		(11.1%)

Production and delivery costs		152.6			125.7			21.4%		317.4		367.5		(13.6%)

Depreciation and depletion		50.1			42.2			18.7%		123.5		128.3		(3.7%)

Capital expenditure on cash basis		216.9			254.5			(14.8%)		697.4		817.5		(14.7%)

Underground-Development		136.9			203.2			(32.6%)		479.5		733.7		(34.6%)

Underground-Sustaining		63.7			38.9			63.8%		174.5		49.9		249.7%

Open pit		16.3			12.4			31.5%		43.4		33.9		28.0%

Proceeds from pre-production revenue		(39.3	)		(18.5	)		112.4%		(51.3)		(26.1)		96.6%

Royalties		37.6			15.5			142.6%		82.8		40.0		107.0%

Operating cash costs ⁽²⁾		216.2			181.4			19.2%		627.9		550.3		14.1%

Unit costs ($)

Cost of sales (per pound of copper sold)		1.98			2.22			(10.8%)		1.90		2.25		(15.6%)

C1 (per pound of copper produced) ⁽²⁾		(0.65	)		1.48			143.9%		0.06		1.72		(96.5%)

All-in sustaining (per pound of copper produced) ⁽²⁾		0.03			1.88			(98.4%)		0.63		2.13		(70.4%)

Mining costs (per tonne of material mined) ⁽²⁾		2.08			1.93			7.6%		2.20		1.78		23.6%

Milling costs (per tonne of ore treated) ⁽²⁾		8.01			5.90			35.8%		7.10		6.06		17.2%

G&A costs (per tonne of ore treated)		3.63			2.98			22.0%		4.02		3.05		31.8%

Cash generated from (used in) operating activities		350.6			77.6			351.8%		426.7		(28.6)		1,592.0%

Cash generated from operating activities before interest and tax		351.1			89.2			293.6%		895.0		125.4		613.7%

Interest paid		0.9			0.7			28.6%		111.9		146.2		(23.5%)

Total assets		13,908			13,087			6.3%		13,908		13,087		6.3%

Total non-current financial liabilities		4,422			4,390			0.7%		4,422		4,390		0.7%

⁽¹⁾	Any financial information in this MD&A should be reviewed in conjunction with the Company‘s consolidated financial statements or condensed interim consolidated financial statements for the reporting periods indicated.

⁽²⁾	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.

Q3’21 vs Q3’20

Revenue of $622.8 million in Q3’21 increased 135.6% from $264.4 million in Q3’20. Both copper and gold volumes increased, by 34.9% and 338.2% respectively. This was driven by the scheduled move to the higher grade areas of Phase 4B. Average copper prices were 43.8% higher and average gold prices were 6.3% lower than Q3’20.

Income for the period was $22.9 million in Q3’21 compared with $161.7 million in Q3’20, reflecting the impact of a $299.9 million deferred tax asset de-recognition in Q3’21 (Q3’20: recognition of $131.1 million), which resulted mainly from underground delays as well as a $34.8 million increase in operating cash costs⁴ due mainly to higher royalty costs from increased sales revenues, additional COVID-19 related costs and higher consumption and power costs, partially offset by lower power study costs. These unfavourable movements were further offset by a $323.6 million increase in gross margin due to the increased revenue. Income attributable to owners of Turquoise Hill in Q3’21 was $34.9 million ($0.17 per share,) vs $128.6 million ($0.64 per share) in Q3’20.

⁴	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


September 30, 2021		Page\| 6

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Cost of sales of $202.7 million in Q3’21 increased 20.7% from $168.0 million in Q3’20, reflecting a 33.7% increase in volumes of concentrate sold driven by a 13.9% increase in volumes of concentrates produced and also improvement in Q3’21 shipping rates following introduction of measures to help mitigate the impact of the COVID-19 border restrictions that resulted in declaration of force majeure during Q1’21.

Capital expenditure on a cash basis was $216.9 million in Q3’21 compared to $254.5 million in Q3’20, comprised of $200.6 million (Q3’20: $242.1 million) in underground capital spend, including $63.7 million in underground sustaining capital (Q3’20: $38.9 million), and $16.3 million (Q3’20: $12.4 million) in open-pit sustaining capital expenditure.

Total operating cash costs⁵ of $216.2 million in Q3’21 increased 19.2% from $181.4 million in Q3’20, principally due to an increase in royalty costs driven by higher revenue as well as additional costs associated with the implementation of increased COVID-19 safety measures and controls. Further, higher consumption and power costs were partially offset by lower power study costs.

Unit cost of sales of $1.98 per pound of copper sold in Q3’21 decreased 10.8% from $2.22 per pound of copper sold in Q3’20, reflecting fixed cost efficiencies from higher metal production as well as higher copper grade and recovery from the scheduled mining progression to the higher grade areas of Phase 4B.

Oyu Tolgoi’s C1 cash costs⁵ of negative $0.65 per pound of copper produced in Q3’21 decreased from $1.48 per pound of copper produced in Q3’20, primarily reflecting the impact of a $193.2 million increase in gold revenue.

All-in sustaining costs⁵ of $0.03 per pound of copper produced in Q3’21 decreased from $1.88 per pound of copper produced in Q3’20. Similar to the decrease in C1 cash costs⁵, this decrease primarily reflects the impact of the higher gold revenues but, unlike C1 cash costs⁵, was partially offset by the impact of increased royalty costs due to higher sales revenue.

Mining costs⁵ of $2.08 per tonne of material mined in Q3’21 increased 7.6% from $1.93 per tonne of material mined in Q3’20. The increase was mainly due to lower material mined due to lower manning levels caused by COVID-19 related controls and restrictions, increased cycle times caused by mining deeper into the open-pit, higher spend on consumables and fuel driven by market price increases, partially offset by lower maintenance costs due to the lower manning levels.

Milling costs⁵ of $8.01 per tonne of ore treated in Q3’21 increased 35.8% from $5.90 per tonne of ore treated in Q3’20. This increase was mainly due to lower milled ore and higher consumables and power costs caused by the processing of harder, higher grade Phase 4B ore in lieu of softer ore from Phase 6B and stockpiles.

G&A costs of $3.63 per tonne of ore treated in Q3’21 increased 22.0% from $2.98 per tonne of ore treated in Q3’20. This increase was mainly due to lower amounts of ore treated as well as higher insurance and COVID-19 related costs.

Cash generated from operating activities was $350.6 million in Q3’21 vs $77.6 million in Q3’20, reflecting a $261.9 million improvement in cash generated from operating activities before interest and tax, which resulted from a $323.6 million increase in gross margin from increased sales revenue, partially offset by unfavourable movements in working capital⁵ and deferred revenue. Deferred revenue decreased in Q3’21 mainly due to exceptionally high deferred revenue at June 30, 2021, which was impacted by the timing of ramp-up in concentrate shipments during Q2’21 following the declaration of force majeure as well as related contingency measures that were put in place during Q2’21 to improve Oyu Tolgoi’s short-term liquidity that started to be unwound during Q3’21. Deferred revenue increased in Q3’20.

⁵	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


September 30, 2021		Page\| 7

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

OYU TOLGOI

Operations, Safety Performance and COVID-19 Update

The Oyu Tolgoi open-pit and underground workforce posted an AIFR of 0.13 per 200,000 hours worked for the nine months ended September 30, 2021, which represents an improvement from the six months ended 30 June 2021.

During Q3’21, Mongolia continued to experience a significant number of COVID-19 cases, which continued to limit the ability of Oyu Tolgoi to maintain normal roster changes for its workers. While Oyu Tolgoi did experience an improvement in on-site personnel numbers vs Q2’21, average workforce numbers remained below 50% of planned requirements during Q3’21.

COVID-19 restrictions have adversely impacted both open-pit operations and underground development, which, through the end of Q3’21 and as announced on October 14, 2021, have resulted in a cumulative increase of $140 million to the estimate of underground development capital included in the Definitive Estimate. This increase includes the currently known, incremental and time-related costs of COVID-19 restrictions through September 30, 2021; however, it does not include any impacts arising from associated schedule delays or delayed commitments caused by the Definitive Estimate not yet having received the support of all the directors of the OT LLC Board, as these are still under assessment. The Company will continue to monitor these costs and will update the market as appropriate.

All workers at the Oyu Tolgoi site have had two doses of a COVID-19 vaccine, and a third dose program is well advanced. Improvements in quarantine protocols both on-site and off-site have resulted in a relaxation of restrictions, which resulted in higher workforce numbers in September 2021 while still minimising the spread of COVID-19. A return to normal workforce levels is expected by the end of 2021, and Oyu Tolgoi will continue to cooperate with the Mongolian authorities to implement and maintain control measures to protect the health and well-being of its workers as well as the local community.


September 30, 2021		Page\| 8

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Selected Operational Metrics

Oyu Tolgoi Production Data

All data represents full production and sales on a 100% basis


	3Q 2021		3Q 2020		Change			9 months 2021		9 months 2020		Change

Open pit material mined (‘000 tonnes)		22,588		23,979		(5.8	%)		61,005		74,032		(17.6	%)

Ore treated (‘000 tonnes)		9,336		10,072		(7.3	%)		28,550		30,606		(6.7	%)

Average mill head grades:

Copper (%)		0.53		0.45		17.8	%		0.52		0.45		15.6	%

Gold (g/t)		0.63		0.21		200.0	%		0.60		0.18		233.3	%

Silver (g/t)		1.29		1.22		5.7	%		1.26		1.19		5.9	%

Concentrates produced (‘000 tonnes)		191.9		168.5		13.9	%		567.0		502.9		12.7	%

Average concentrate grade (% Cu)		21.9		21.5		1.9	%		21.9		21.5		1.9	%

Production of metals in concentrates:

Copper (‘000 tonnes)		41.9		36.3		15.4	%		124.1		108.0		14.9	%

Gold (‘000 ounces)		131		37		254.1	%		390		94		314.9	%

Silver (‘000 ounces)		249		219		13.7	%		739		645		14.6	%

Concentrate sold (‘000 tonnes)		224.4		167.9		33.7	%		503.3		488.1		3.1	%

Sales of metals in concentrates:

Copper (‘000 tonnes)		46.4		34.4		34.9	%		105.0		99.9		5.1	%

Gold (‘000 ounces)		149		34		338.2	%		333		84		296.4	%

Silver (‘000 ounces)		278		201		38.3	%		591		566		4.4	%

Metal recovery (%)

Copper		83.9		78.9		6.3	%		83.6		77.4		8.0	%

Gold		68.7		53.7		27.9	%		70.3		51.0		37.8	%

Silver		64.1		54.6		17.4	%		64.0		54.0		18.5	%

In Q3’21, both copper and gold production from the open-pit were higher vs Q3’20 due mainly to mining higher grade material from Phase 4B. Mill throughput of 9.34 million tonnes in Q3’21 was in line with Q2’21 and 7% lower than Q3’20. Processing of harder ore as well as lower SAG mill availability, due to maintenance, impacted Q3’21 mill throughput.

Oyu Tolgoi provided an updated mine plan reflecting the impacts of the mine redesign in response to previously disclosed open-pit geotechnical events, which is currently forecast to result in deferral of some open-pit metal to beyond 2024. In addition, the on-going impacts of on-site COVID-19 restrictions, have resulted in delayed waste movement thereby impacting short term operations. While opportunities to reduce the impact of this forecast metal deferral are under consideration, related work is not expected to be completed until H1’22.

Oyu Tolgoi Underground Update


September 30, 2021		Page\| 9

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Directors to increase the underground development capital investment and to commence discussions with the project finance lenders, obtaining outstanding required regulatory approvals and agreeing on a pathway to meet OT LLC’s long-term power requirements, all of which are critical elements for consideration to proceed with the decision to commence the undercut and remain the subject of ongoing discussions.

During Q3’21, underground development progress continued to be significantly impacted by COVID-19 constraints on-site and in Mongolia, including restrictions on movement of both domestic and international expertise. Despite these constraints, breakthrough of the conveyor decline was achieved in August 2021, sinking of Shaft 4 recommenced in mid-October 2021, and preparatory work for Shaft 3 sinking continued. Breakthrough of the service decline is forecast in November 2021.

MHS1 construction is almost complete with no-load commissioning commencing in Q3’21 and is currently expected to be completed by the end of January 2022. Construction of the first on-footprint truck chute is well advanced and currently forecast to be completed by February 2022. Completion of both MHS1 and the first on-footprint truck chute is broadly in-line with the Definitive Estimate, a positive result given the challenging circumstances. Nevertheless, given the cumulative and on-going impacts of COVID-19, continued delayed commitments from the Definitive Estimate not yet having received the support of all directors of the OT LLC Board, as well as the outstanding unresolved non-technical undercut issues, the Company now expects sustainable production for Panel 0 to be delayed to H1’23, broadly in line with the current forecast 6-month delay to undercut commencement.

Progress on Shafts 3 and 4 has been impacted by quarantine requirements and international travel restrictions related to COVID-19. As a result, no significant development progress on these shafts was made during Q3’21. Consequently, OT LLC has advised that a 9-month delay on Shafts 3 and 4 is currently forecast which, in combination with a COVID-related reduction in underground development progress as well as expected changes to mining scope, is currently forecast to delay the initiation of Panel 2 by approximately 14 - 16 months compared to the Definitive Estimate. Panel 1 is currently forecast to be impacted to a lesser extent with an approximate commencement 11 months later than the Definitive Estimate. These delays are expected to extend the ramp up to 95,000 tpd by a similar timeframe. Efforts to minimize the delays to Panel 1 and Panel 2 due to ventilation constraints ahead of Shaft 3 and 4 commissioning continue.

As at the end of Q3’21, cumulative* underground development progress was 60,085 equivalent metres (eqm) and cumulative* Conveyor to Surface advancement was 15,174 eqm. It is anticipated that development rates will continue to be impacted into Q4’21.


Oyu Tolgoi Underground Project Development Progress Excluding Conveyor Declines**
Year	Total Equivalent Development (Km)	Lateral Development (Km)	Mass Excavation (‘000’ m³)
2016	1.6	1.5	3.0
Q1’17	1.0	0.8	5.2
Q2’17	1.4	0.9	9.2
Q3’17	1.4	1.2	8.3
Q4’17	2.2	1.9	8.9
2017	6.1	4.8	31.6
Q1’18	2.6	2.1	11.6
Q2’18	2.4	2.1	8.6
Q3’18	3.0	2.1*	23.3*
Q4’18	2.3	1.6	16.0
2018	10.3	7.9	59.5
Q1’19	3.2	2.3	21.4
Q2’19	3.2	2.4	19.3
Q3’19	3.6	3.2	11.4
Q4’19	4.8	4.5	9.0
2019	14.9	12.4	61.1


September 30, 2021		Page\| 10

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)


Q1’20	5.5	5.3	3.2
Q2’20	5.5	5.1	10.6
Q3’20	4.7	4.1	14.3
Q4’20	4.2	3.8	8.5
2020	19.9	18.4	36.6
Q1’21	3.5	2.9	13.5
Q2’21	1.7	1.2	11.6
Q3’21	2.2	1.8	8.1
Total	60.1	51.0	225.2

Notes:

Totals may not match due to rounding.

* Lateral development and mass excavation amounts for Q3’18 have been updated to reflect revised results.

** Excludes Conveyor Declines but includes sustaining capital development metres in the quarter.


Oyu Tolgoi Conveyor Decline Project Development Progress
Year	Total Equivalent Development (Km)	Lateral Development (Km)	Mass Excavation (‘000’ m³)
2016	0.0	0.0	0.0
Q1’17	0.1	0.1	0.0
Q2’17	0.4	0.4	0.2
Q3’17	0.9	0.9	0.5
Q4’17	0.9	0.8	0.5
2017	2.3	2.3	1.2
Q1’18	0.8	0.8	0.1
Q2’18	0.8	0.8	0.1
Q3’18	0.8	0.8	0.3
Q4’18	0.6	0.6	0.1
2018	3.0	3.0	0.6
Q1’19	0.8	0.8	0.8
Q2’19	0.9	0.9	0.8
Q3’19	0.9	0.7	4.9
Q4’19	1.1	0.7	8.3
2019	3.7	3.1	14.7
Q1’20	1.0	0.7	7.5
Q2’20	1.0	0.9	2.6
Q3’20	0.9	0.9	0.0
Q4’20	1.0	1.0	0.0
2020	4.0	3.6	10.1
Q1’21	0.8	0.8	0.0
Q2’21	0.7	0.6	3.2
Q3’21	0.6	0.6	1.6
Total	15.2	13.9	31.5

Note: Totals may not match due to rounding.

The Company continues to engage Rio Tinto and various Mongolian governmental bodies to resolve the remaining outstanding non-technical undercut criteria, and remains committed to moving the project forward and ensuring long-term and mutually beneficial solutions to the issues under discussion. Rio Tinto and the Company have recently tabled a proposal to the Government of Mongolia, which the Company believes addresses all of the major outstanding issues while ensuring that OT LLC will continue to deliver compelling value to all partners. By way of examples, certain items contained in the overall proposed package that the Company is willing to discuss include proposals to reduce a portion of the debt currently owing by Erdenes and to accelerate or increase the anticipated returns to Erdenes and the Government of Mongolia. Nevertheless, delayed resolution of outstanding issues, as well as the slowing of discussions as a result of the COVID-19 situation in Mongolia, will delay the Company’s expected timing for


September 30, 2021		Page\| 11

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

initiation of the undercut. Due to the delays of the approval of the Definitive Estimate and necessary additional investment by the OT LLC Board, some contractual commitments for future works on items such as Material Handling System 2 and the Concentrator upgrade have experienced delays, and are expected to impact the overall project duration, which will have ongoing cost implications. Any significant further delay to the initiation of the undercut would result in further, unfavourable impacts to the underground project schedule, including the timing of sustainable production for Panel 0, the timing to commence Panel 2 and the timing and quantum of underground capital expenditure, all of which would materially, adversely impact the timing of expected cash flows from the Oyu Tolgoi underground project thereby further increasing the quantum of Turquoise Hill’s estimated incremental funding requirement and would also, in turn, adversely affect the ability of the Company and OT LLC to obtain additional funding or re-profile existing debt as contemplated within the timeframe set out in the Heads of Agreement entered into between the Company and Rio Tinto in April 2021 (“HoA”). See the section of this MD&A titled “Funding of OT LLC by Turquoise Hill”.

The Definitive Estimate, which was completed in December 2020, forecast first sustainable production in October 2022 and estimated a development capital cost of $6.75 billion. It assumed COVID-19 related restrictions in 2021 would be no more stringent than those experienced in September 2020. As actual 2021 COVID-19 restrictions have been and are expected to be, for a period of time, more stringent than those assumed in the Definitive Estimate, a reassessment is underway to consider potential impacts thereof on the underground development capital estimate as well as the overall project schedule. The additional 2021 development cost impact of the known COVID-19 delays up to September 30, 2021 is estimated to be approximately $140 million, and additional impacts are expected as COVID-19 restrictions persist into Q4’21. The Company continues to monitor the impacts associated with COVID-19 delays as well as the time to resolve the non-technical undercut and other issues on the underground development capital estimate as well as the overall project schedule.

Given the cumulative and on-going impacts of COVID-19, continued delayed commitments resulting from the Definitive Estimate not yet having received the support of all directors of the OT LLC Board, as well as the outstanding non-technical undercut issues, the Company now expects sustainable production for Panel 0 to be delayed to H1’23, broadly in line with the current forecast 6-month delay to undercut commencement.

OT LLC spent $200.6 million on underground capital during Q3’21, including $63.7 million of underground sustaining capital. Total underground project spend from January 1, 2016, to September 30, 2021, was approximately $5.1 billion, including $0.3 billion of underground sustaining capital. Underground project spend on a cash basis includes VAT and capitalised management services payments but excludes capitalised interest. In addition, OT LLC had contractual obligations⁶ of $0.4 billion as at September 30, 2021. Since the restart of project development in 2016 through September 30, 2021, Oyu Tolgoi has committed over $3.9 billion to Mongolian vendors and contractors. Given the total underground development spend of $4.8 billion and contractual obligations of $0.4 billion as at September 30, 2021, Oyu Tolgoi is expected to reach the total $5.3 billion underground development (actual spend plus contractual obligations) as stated in the original 2016 feasibility study, during November 2021. In the event that the necessary additional investment to progress underground development is not supported by all directors of the OT LLC board by the end of November 2021, OT LLC will be at risk of having to slow down further work on the underground development.

Incremental Mine Design Refinements

Panel 1 and Panel 2 are the focus of additional study work, which will continue through to 2023. The study work includes:

Design optimisation for Panel 2

Design optimisation for Panel 1

Pillar recovery assessment

To support these studies, additional data is being collected from surface and underground drilling. This data is used to refine the structural and geotechnical models, which form the basis of the mine design. Although the drilling has been hampered by COVID-19 cases and restrictions on people movements, the study work remains broadly on schedule.

Results from the Panel 2 study are expected in H1’22. The scope of this study includes a review of the base case, including optimisation of the panel orientation and the undercut strategy. The initial focus is on the northern

⁶	Please refer to Section – NON-GAAP MEASURES – on page 28 of this MD&A for further information.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

section of Panel 2 (where additional data is already available) and will be expanded to include the southern section in the latter part of 2022.

The Panel 1 and Pillar Recovery studies are scheduled for completion in early 2023.

Force Majeure

OT LLC concentrate shipment volumes to customers improved during Q3’21; however, above target inventory levels remained at the end of Q3’21 as a result of the COVID-19 related Mongolian / Chinese border restrictions that resulted in force majeure being declared March 30, 2021. Shipments to Chinese customers recommenced on April 15, 2021, and OT LLC continues to work closely with Mongolian and Chinese authorities to manage any supply chain disruptions and is temporarily increasing its capacity to move concentrate through the use of double trailer trucks and other measures. The force majeure will remain in place until there are sufficiently sustained volumes of convoys crossing the border to ensure OT LLC’s ability to meet its ongoing commitments to customers and to return on-site concentrate inventory to target levels.

FUNDING OF OT LLC BY TURQUOISE HILL

In accordance with the Amended and Restated Shareholders’ Agreement dated June 8, 2011 (ARSHA), Turquoise Hill has funded OT LLC’s cash requirements beyond internally generated cash flows by a combination of equity investment and shareholder debt.

For amounts funded by debt, OT LLC must repay such amounts, including accrued interest, before it can pay common share dividends. As at September 30, 2021, the aggregate outstanding balance of shareholder loans extended by subsidiaries of the Company to OT LLC was $8.0 billion, including accrued interest of $2.1 billion. These loans bear interest at an effective annual rate of LIBOR plus 6.5%.

In accordance with the ARSHA, a subsidiary of the Company has funded the common share investments in OT LLC on behalf of state-owned Erdenes. These funded amounts earn interest at an effective annual rate of LIBOR plus 6.5% and are repayable, by Erdenes to a subsidiary of the Company, via a pledge over Erdenes’ share of OT LLC common share dividends. Erdenes also has the right to reduce the outstanding balance by making cash payments at any time. As at September 30, 2021, the cumulative amount of such funding was $1.4 billion, representing 34% of invested common share equity, with unrecognised interest on the amounts funded of $0.9 billion.

As at September 30, 2021, Turquoise Hill has $0.8 billion of available liquidity, which under current projections is expected to be sufficient to meet the requirements of the Company, including its operations and underground development, into Q3’22. Short-term cash forecasts have been prepared which also incrementally incorporate the plans that the Company has in place to access additional sources of funding as contemplated in the HoA which then enables the Company to access sufficient liquidity to meet its minimum obligations for a period of at least 12 months from the balance sheet date.

At the time it was signed, the HoA provided an updated funding plan (the Funding Plan) for the completion of the OT LLC underground project in Mongolia. The Funding Plan was designed to address the estimated remaining funding requirement at that time and replace the non-binding Memorandum of Understanding that Rio Tinto and Turquoise Hill previously entered into on September 9, 2020.

Under the HoA, subject to securing approval by the OT LLC Board and any required support from the Government of Mongolia, Turquoise Hill and Rio Tinto will:

pursue re-profiling (rescheduling of principal repayments) of existing project debt to better align with the revised mine plan, project timing and cash flows; and

seek to raise up to $500 million in senior supplemental debt (SSD) under the existing project financing arrangements from selected international financial institutions.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

In addition, Rio Tinto has committed to address any potential shortfalls from the re-profiling and additional SSD of up to $750 million by providing a senior co-lending facility (the Co-Lending Facility) on the same terms as Oyu Tolgoi’s project financing, while Turquoise Hill has committed to complete an equity offering of common shares for up to $500 million in the form of, and at Turquoise Hill’s discretion, either (i) a rights offering, or (ii) a public offering or private placement of common shares, in either case sufficient to satisfy any remaining funding shortfall of up to $500 million within six months of the Co-Lending Facility becoming available. The requirement of Rio Tinto to advance funds under the Co-Lending facility is subject to a number of conditions precedent set out in the HoA (a copy of which is available on the Company’s SEDAR and EDGAR profiles), including, among others: that certain undertakings provided by the Company in favour of the Oyu Tolgoi project finance lenders be amended to cover the Co-Lending Facility; that terms of the Oyu Tolgoi project finance agreements with respect to a “Sponsor Senior Loan” not be amended in any material respect; the absence of new material claims and proceedings against Turquoise Hill or Rio Tinto that could adversely impact the funding elements of the HoA; the absence of a material adverse change and of a “Suspensive Event” as defined under the Oyu Tolgoi project finance agreements, and operations at Oyu Tolgoi not having been suspended for certain defined periods of time; all relevant third party approvals and consents having been obtained; and the board of directors of OT LLC and its Technical Committee having approved the undercut decision. The foregoing list of conditions does not purport to be exhaustive, and investors should refer to a copy of the HoA as filed on the SEDAR and EDGAR profiles of the Company.

To address the residual funding requirement after implementing the Funding Plan under the HOA, the Company will, at the appropriate times, consider all funding options available to it. Such options may include additional debt from banks or international financial institutions, an offering of global medium-term notes, a gold pre-sale transaction, a gold streaming transaction and additional equity.

Successful implementation of the HoA is subject to achieving alignment with the relevant stakeholders in addition to Rio Tinto (including existing lenders, any potential new lenders and the Government of Mongolia), market conditions and other factors. However, as described above, any significant further delays to the initiation of the undercut, or non-fulfillment of any of the other conditions precedent identified jn the HoA. would also adversely affect the ability of the Company and OT LLC to obtain additional funding or re-profile existing debt as contemplated within the timeframe set out in the HoA. The Company is in discussions with Rio Tinto regarding implementation of the HoA as well as its residual funding requirements. In addition, given the uncertainties outlined above, the Company is currently assessing alternatives in the event that the timeline as outlined in the HoA is not achieved.

Turquoise Hill’s liquidity outlook will continue to be impacted, either positively or negatively, by various factors, many of which are outside the Company’s control, including:

changes in commodity prices and other market-based assumptions;

open-pit operating performance as well as the successful implementation (or otherwise) of ongoing optimisation efforts, the results of which are not anticipated until H1’22;

further and/or unanticipated impacts on operations and underground development related to the COVID-19 pandemic as well as the economic, commercial and financial consequences thereof;

the outcomes of Turquoise Hill’s and Rio Tinto’s engagement with various Mongolian governmental bodies to resolve the remaining outstanding non-technical undercut criteria, including how a domestic long-term power solution is implemented, as well as other aspects of the proposal recently tabled by Rio Tinto and the Company to the Government of Mongolia, and the ongoing negotiation thereof, as discussed in the “Negotiations with the Government of Mongolia” section of this MD&A below.

Turquoise Hill continues to monitor its liquidity outlook and will provide updates as and when circumstances require.

Turquoise Hill currently estimates its base case incremental funding requirement to be $3.6 billion (30 June 2021: $2.4 billion), taking into consideration:

metal price assumptions for copper and gold over the incremental funding period;

the Definitive Estimate, which estimated a development capital cost of $6.75 billion;


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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

COVID-19 restrictions through the end of Q3’21, which have resulted in a cumulative increase of $140 million to the estimate of underground development capital included in the Definitive Estimate to the end of September 2021. This increase includes the currently known, incremental, time-related costs of COVID-19 restrictions through September 30, 2021; however, it does not include any impacts arising from associated schedule delays or delayed commitments caused by the Definitive Estimate not yet having received the support of all the directors of the OT LLC Board, as these are still under assessment;

the current forecast of sustainable production for Panel 0 to be delayed to H1’23, broadly in line with the current forecast 6-month delay to undercut commencement;

the current forecast of delays to Shafts 3 and 4 which, in combination with reduced underground development progress as well as additions to mining scope, is currently forecast to result in delays of approximately 14 – 16 months to Panel 2 and 11 months to Panel 1 compared to the Definitive Estimate; and

the impact of the open-pit mine redesigns in response to previously reported geotechnical events, resequencing of open-pit ore phases due to the delayed commencement of the undercut as well as the impacts of COVID-19 on the open-pit waste movement.

The increase in base case incremental funding reflects preliminary information provided by OT LLC primarily regarding the delay to the initiation of the undercut.

Additionally, Turquoise Hill currently estimates its base case incremental funding will continue to be influenced by various factors over the incremental funding period, many of which are outside the Company’s control, including:

the timing of commencement of the undercut (for further information, see the “Oyu Tolgoi Underground Update” section of this MD&A above);

any further revisions to the amount of development capital required to bring the underground mine into production, if it were to deviate from the aforementioned Definitive Estimate of $6.75 billion plus the additional 2021 underground development cost impacts of the known COVID-19 issues up to Q3 ‘21, which are estimated to be approximately $140 million;

any impacts arising from associated schedule delays or delayed commitments caused by the Definitive Estimate not yet having received the support of all the directors of the OT LLC Board;

the timing of sustainable production and ramp-up profile and their impact on cash flows, which are impacted by, amongst other things, the timing of undercut commencement and resolution of the remaining outstanding non-technical undercut criteria, timing to commence Panel 1 and Panel 2 as well as any further COVID-19-related delays;

changes to the amount of cash flow expected to be generated from open-pit operations, net of underground and open-pit sustaining capital requirements;

further and/or unanticipated impacts on operations and underground development related to the COVID-19 pandemic as well as the economic, commercial and financial consequences thereof;

changes in expected commodity prices and other market-based assumptions (upside and downside pricing sensitivities would have, respectively, a favourable or unfavourable impact on the base case incremental funding requirement); and

incremental mine design refinements to Panels 1 and 2.

More generally, any changes in the above factors will impact the incremental funding requirement and, as a result, the actual quantum of incremental funding required may be greater or less than the $3.6 billion base case estimate, and such variance may be significant.

As a result of the project delays and the increase to the Company’s base case estimated incremental funding requirement disclosed above in this MD&A and initially announced on October 14, 2021, and given the conditions precedent to availability of the various sources of funding available under the HoA, there is currently significant uncertainty regarding the ability of the Company and OT LLC to carry out, within the timeframe set out in the HoA, the re-profiling of existing debt, to obtain additional SSD or additional funding, or the process to access funds under the Co-Lending Facility.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

The Company is currently in discussions with Rio Tinto to consider the potential adjustments to be made to the timeframe and terms and conditions set out in the HoA to address near term funding risks and will update the market as appropriate.

GOVERNMENT RELATIONS

Turquoise Hill’s ownership of the Oyu Tolgoi mine is held through a 66% interest in OT LLC. The remaining 34% interest in OT LLC is held by Erdenes. Turquoise Hill is obliged to fund Erdenes’ share of the capital costs under the ARSHA.

Underground construction recommenced in May 2016 when OT LLC received the final requirement for the restart of underground development: formal notice to proceed approval by the boards of Turquoise Hill, Rio Tinto (as project manager) and OT LLC. Approval followed the signing of the Oyu Tolgoi Underground Mine Development and Financing Plan (UDP) in May 2015 and the signing of a $4.4 billion project finance facility in December 2015. Development had been suspended in August 2013 pending resolution of matters with the Government of Mongolia.

Turquoise Hill’s investment in the Oyu Tolgoi mine is governed by the 2009 Investment Agreement among Turquoise Hill, the Government of Mongolia, OT LLC and an affiliate of Rio Tinto (Investment Agreement or IA). The Investment Agreement framework was authorised by the Mongolian Parliament and was concluded after 16 months of negotiations. It was reviewed by numerous constituencies within the Government. Turquoise Hill has been operating in good faith under the terms of the Investment Agreement since 2009, and we believe not only that it is a valid and binding agreement, but that it has proven to be beneficial for all parties.

Adherence to the principles of the Investment Agreement, the ARSHA and the UDP has allowed for the development of the Oyu Tolgoi mine in a manner that has given rise to significant long-term benefits to Mongolia. Benefits from the Oyu Tolgoi mine open-pit operations and underground development include, but are not limited to, employment, royalties and taxes, local procurement, economic development and sustainability investments.

As previously announced by the Company on January 11, 2021, the Government of Mongolia has expressed concern with the results of the Definitive Estimate, which was completed and delivered by Rio Tinto and publicly announced by the Company on December 18, 2020 and is concerned that the significant increase in the development costs of the Oyu Tolgoi project has eroded the economic benefits it anticipated to receive therefrom. The Government of Mongolia has indicated that if the Oyu Tolgoi project is not economically beneficial to the country, it would be necessary to review and evaluate whether it can proceed. The Government of Mongolia has stressed the importance of achieving a comprehensive solution that addresses both financial issues between the shareholders of OT LLC as well as economic and social issues of importance to Mongolia, such as water usage, tax payments, and social issues related to employees, in order to implement the Oyu Tolgoi project successfully. In particular, the Government of Mongolia has expressed its intention to initiate discussions with respect to the termination and replacement of the UDP.

While acknowledging Oyu Tolgoi’s significant contributions to Mongolia, Turquoise Hill continues to engage with the Government of Mongolia and remains open to improving the UDP to deliver even greater benefits from Oyu Tolgoi to all stakeholders.

In Q1’20, OT LLC submitted a mineral resources and reserves update for registration with the Mongolian Minerals Council as required pursuant to local regulatory requirements in Mongolia. In September 2021, the updated Resources and Reserves (RR19) was approved by the Minerals Council of Mongolia, and the updated Feasibility Study (OTFS20) will be able to be submitted for assessment once the RR19 registration process progresses further.


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Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Oyu Tolgoi Special Committee Independent Consulting Group Report

As announced on December 1, 2020, the board of directors of OT LLC established a special board committee (the “OT Special Committee”) comprised of two representatives of Erdenes and two representatives of the Company to investigate the causes of the increase in cost and schedule extension to the underground development of the Oyu Tolgoi project during the period between the 2016 Feasibility Study and the December 2020 Definitive Estimate.

A group of consultants called “The Independent Consulting Group” (“ICG”) was hired to conduct the review on behalf of the OT Special Committee. ICG submitted its report to the OT Special Committee on August 3, 2021 (the “ICG Report”). The ICG Report raises certain questions in relation to the project management process surrounding the increase in cost and schedule extension and suggests that changes in geotechnical parameters did not contribute significantly thereto. The OT Board and the Company are conducting a detailed review of the ICG Report and will seek a number of clarifications and supporting detailed explanations for certain of the broad conclusions it contains. The Company will update the market as appropriate.

Negotiations with the Government of Mongolia

Turquoise Hill continues to engage Rio Tinto and various Mongolian governmental bodies to resolve the remaining outstanding non-technical undercut criteria, and the Company remains committed to moving the project forward and ensuring long-term and mutually beneficial solutions to the issues under discussion. Nevertheless, delayed resolution of outstanding issues, as well as the slowing of discussions as a result of the COVID-19 situation in Mongolia, will delay the Company’s expected timing for initiation of the undercut. Due to the delays of the approval of the Definitive Estimate and necessary additional investment by the OT LLC Board, some contractual commitments for future works on items such as Material Handling System 2 and the Concentrator upgrade have experienced delays, and are expected to impact the overall project duration, which will have ongoing cost implications. Any significant further delay to the initiation of the undercut would result in further, unfavourable impacts to the underground project schedule, including the timing of sustainable production for Panel 0, the timing to commence Panel 2 and the timing and quantum of underground capital expenditure, all of which would materially, adversely impact the timing of expected cash flows from the Oyu Tolgoi underground project thereby further increasing the quantum of Turquoise Hill’s estimated incremental funding requirement and would also likely in turn adversely affect the ability of the Company and Oyu Tolgoi to obtain additional funding or re-profile existing debt as contemplated within the timeframe set out in the HoA entered into between the Company and Rio Tinto in April 2021. In the event that the necessary additional investment to progress underground development is not supported by all directors of the OT LLC board by the end of November 2021, OT LLC will be at risk of having to slow down further work on the underground development.

Turquoise Hill remains committed to seeking resolution of outstanding issues and remains mobilized in Mongolia to continue discussions with the Government to progress timely resolution for the benefit of all stakeholders. Company representatives have spent almost 3 months in country since March working to resolve issues constructively. Rio Tinto and the Company have recently tabled a proposal to the Government of Mongolia, which the Company believes addresses all of the major outstanding issues while ensuring that OT LLC will continue to deliver compelling value to all partners. By way of examples, certain items contained in the overall proposed package that the Company is willing to discuss include proposals to reduce a portion of the debt currently owing by Erdenes and to accelerate or increase the anticipated returns to Erdenes and the Government of Mongolia. The Company will continue to monitor the situation, assess any impact of any related delays and update the market as appropriate.

Oyu Tolgoi Mine Power Supply

OT LLC currently sources power for the Oyu Tolgoi mine from China’s Inner Mongolian Western Grid, via overhead power line, pursuant to back-to-back power purchase arrangements with Mongolia’s National Power Transmission Grid JSC, the relevant Mongolian power authority, and Inner Mongolia Power International Cooperation Co., Ltd (IMPIC), the subsidiary of Inner Mongolia’s power grid company.

OT LLC is obliged under the Investment Agreement to secure a long-term domestic source of power for the Oyu Tolgoi mine. The PSFA provides a binding framework and pathway for long-term power supply to the Oyu Tolgoi mine. The PSFA originally contemplated the construction of a coal-fired power plant at Tavan Tolgoi


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(Stated in U.S. dollars, except where noted)

(TTPP), which would be majority-owned by OT LLC and situated close to the Tavan Tolgoi coal mining district located approximately 150 kilometres from the Oyu Tolgoi mine. In April 2020, the Government of Mongolia advised that it was unwilling to support OT LLC’s proposal to develop TTPP and announced its intention to supply power to Oyu Tolgoi from a Government of Mongolia funded, owned and operated power plant at Tavan Tolgoi (SOPP).

In June 2020, OT LLC and the Government of Mongolia entered into the PSFA Amendment to reflect their agreement to jointly prioritise and progress SOPP, in accordance with and subject to agreed milestones, as the domestic source of power for the Oyu Tolgoi mine. The milestones included: signing a power purchase agreement (SOPP PPA) for the supply of power to the Oyu Tolgoi mine by March 31, 2021, commencing construction of SOPP by no later than July 1, 2021, commissioning SOPP within four years thereafter, and reaching agreement with IMPIC on an extension to the existing power import arrangements by March 1, 2021 in order to ensure there is no disruption to the power supply required to safeguard the Oyu Tolgoi mine’s ongoing operations and development.

The PSFA Amendment provides that if certain agreed milestones are not met in a timely manner (subject to extension for Delay Events as defined) then OT LLC will be entitled to select from, and implement, the alternative power solutions specified in the PSFA Amendment, including a coal-fired power plant at Oyu Tolgoi, the Mongolian grid or a primary renewables solution, and the Government of Mongolia would be obliged to support such decision.

Three PSFA Amendment milestones (execution of the extension of the IMPIC supply arrangements, execution of the SOPP PPA, and start of SOPP construction) were not met by the original dates of March 1, 2021, March 31, 2021, and July 1, 2021, respectively.

The Ministry of Energy formally notified Rio Tinto and OT LLC on February 25, 2021 that the Government of Mongolia’s preference is to supply power to the Oyu Tolgoi mine from the Central Energy System through a Mongolian grid Electricity Supply Agreement (ESA). Rio Tinto and OT LLC have expressed willingness to consider Mongolian grid supply provided certain key conditions can be met, including the National Power Transmission Grid (NPTG) securing a suitable extension of the power import arrangements with IMPIC to ensure certainty of power supply to Oyu Tolgoi until such time as the Mongolian grid is able to deliver stable and reliable power to Oyu Tolgoi over the long term.

OT LLC continues to collaborate with the Government of Mongolia to ensure a secure, stable and reliable long-term power solution is implemented with an immediate focus on negotiating the ESA as well as extending the IMPIC supply arrangements prior to the commencement of the undercut.

Oyu Tolgoi Tax Assessments

On January 16, 2018, Turquoise Hill announced that OT LLC had received and was evaluating a tax assessment for approximately $155 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) from the Mongolian Tax Authority (MTA) relating to an audit on taxes imposed and paid by OT LLC between 2013 and 2015 (the 2013 to 2015 Tax Assessment). In January 2018, OT LLC paid an amount of approximately $4.8 million to settle unpaid taxes, fines and penalties for accepted items.

On February 20, 2020, the Company announced that OT LLC would be proceeding with the initiation of a formal international arbitration proceeding in accordance with dispute resolution provisions within Chapter 14 of the Investment Agreement and Chapter 8 of the UDP. The dispute resolution provisions call for arbitration under the United Nations Commission on International Trade Law (UNCITRAL) seated in London before a panel of three arbitrators. By agreeing to resolve certain matters within the 2013 to 2015 Tax Assessment dispute under UNCITRAL Arbitration Rules, both parties have agreed that the arbitral award shall be final and binding on both parties and the parties shall carry out the award without delay.

On December 23, 2020, Turquoise Hill announced that OT LLC had received and was evaluating a tax assessment for approximately $228 million (which was converted from Mongolian Tugrik to U.S. dollars at the exchange rate on that date) from the MTA relating to an audit on taxes imposed and paid by OT LLC between 2016 and 2018 (the 2016 to 2018 Tax Assessment). Most of the matters raised in respect of the 2016 to 2018


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(Stated in U.S. dollars, except where noted)

Tax Assessment are of a similar nature to the matters that were raised in the 2013 to 2015 Tax Assessment. The MTA also proposed a $1.4 billion adjustment to the balance of OT LLC’s carried forward tax losses. The adjustments are to disallow or defer certain tax deductions claimed in the 2016 to 2018 years.

On January 11, 2021, Turquoise Hill announced that OT LLC had completed its evaluation of the 2016 to 2018 Tax Assessment claim and confirmed that OT LLC had given notice of its intention to apply to the UNCITRAL tribunal to amend its statement of claim to include certain matters raised in the 2016 to 2018 Tax Assessment. OT LLC’s application to include these matters in the pending arbitration for the 2013 to 2015 Tax Assessment was accepted. In addition to those matters included within the statement of claim, there are certain limited tax matters included in the 2013 to 2015 and 2016 to 2018 Tax Assessments, which are being addressed in local Mongolian tax courts. As there is less certainty with respect to the resolution of these matters, the Company has accrued for certain amounts and has also adjusted its loss carry forwards.

In February 2021, Oyu Tolgoi received notices of payment totalling approximately $228 million (which were converted from Mongolian Tugrik to U.S. dollars at the exchange rate on those dates) relating to amounts disputed under the 2016 to 2018 Tax Assessment, and in March 2021, Oyu Tolgoi received notices of payment totalling $126 million (which were converted from Mongolian Tugrik to U.S. dollars at the exchange rate on those dates) relating to amounts disputed under the 2013 to 2015 Tax Assessment. Under the Mongolian General Tax Law, the amounts were due and paid by OT LLC within 10 business days from the dates of the notices of payment. Under the same legislation, OT LLC would be entitled to recover the amounts, including via offset against future tax liabilities, in the event of a favourable decision from the relevant dispute resolution authorities.

On May 3, 2021, the Company announced that the Government of Mongolia filed its statement of defence together with a counterclaim (“GOM Defence and Counterclaim”) in relation to the tax arbitration proceeding. Turquoise Hill is not a party to the arbitration, but the GOM Defence and Counterclaim has requested that the arbitral tribunal add both the Company and a member of the Rio Tinto Group as parties to the tax arbitration. The principal thrust of the GOM Defence and Counterclaim is to seek the rejection of OT LLC’s tax claims in their entirety. As part of the counterclaim, the Government of Mongolia also makes assertions surrounding previously reported allegations of historical improper payments made to Government of Mongolia officials and seeks unquantified damages. Also, in the event OT LLC’s tax claims are not dismissed in their entirety, the Government of Mongolia is seeking in the counterclaim an alternative declaration that the Investment Agreement is void.

The Company denies the allegations relating to the Company in the GOM Defence and Counterclaim and filed a submission to the arbitral tribunal to oppose the Government of Mongolia’s request that it be added to the tax arbitration. If nevertheless the Company is added to the arbitration proceedings, Turquoise Hill will vigorously defend itself against the counterclaim.

The Company remains of the opinion that the tax positions adopted by OT LLC in its tax filings were correct and that OT LLC has paid all taxes and charges required under the Investment Agreement, the ARSHA, the UDP and Mongolian law.

CLASS ACTION COMPLAINTS

In October 2020, a class action complaint was filed in the U.S. District Court, Southern District of New York against the Company, certain of its current and former officers as well as Rio Tinto and certain of its officers. The complaint alleges that the defendants made material misstatements and material omissions with respect to, among other things, the schedule, cost and progress to completion of the development of Oyu Tolgoi in violation of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 10b-5 thereunder. Under the schedule established by the court, a first amended complaint was filed on March 16, 2021, and a second amended complaint was filed on September 16, 2021. Defendants filed motions to dismiss the complaint on October 19, 2021. The Company believes that the complaint against it is without merit.


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(Stated in U.S. dollars, except where noted)

which did not substantially alter the claim. The claim alleges that the Company and its current and former officers named therein as defendants made material misstatements and material omissions with respect to, among other things, the schedule, cost and progress to completion of Oyu Tolgoi, in violation of, among other things, sections 225.8, 225.9 and 225.11 of the Securities Act (Quebec). The Company believes that the complaint against it is without merit and is preparing to defend the application for leave and certification of the proceeding.

See the risk factor titled “The Company may be subject to public allegations, regulatory investigations or litigation that could materially and adversely affect the Company’s business” in the “Risk Factors” section of the AIF.

CORPORATE ACTIVITIES

Exploration

Turquoise Hill, through its wholly-owned subsidiaries, Asia Gold Mongolia LLC, Heruga Exploration LLC and SGLS LLC, operates an exploration program in Mongolia on licences that are not part of Oyu Tolgoi. Turquoise Hill owns three exploration licences: Bag and Od-2 in the Ömnögovi province and Khatavch in the Dornogovi province. Field work was initially planned for late Q2’21 but was delayed due to COVID-19 cases and restrictions on people movements in the country, including in the Ömnögovi and Dornogovi provinces.

In Q3’21, Turquoise Hill was able to commence field work on all three of its licences with the support of local and state government authorities. To ensure the health and safety of the exploration team, contractors and the communities, Turquoise Hill limited its people interaction by conducting all field work from site-based camps. At Bag and Od-2, the team finished the 2020 geophysics program, which had been delayed due to COVID-19 restrictions. On the Khatavch lease, the team commenced work on various geological surveys including mapping, sampling, ground gravity and topography as well as magnetics.

During Q3’21, Turquoise Hill donated COVID-19 rapid tests to Khanbogd Soum (Bag and Od-2 licenses) and Mandakh soum (Khatavch). Both donations were well received and have enabled systematic COVID-19 testing in these soums.

INCOME AND OTHER TAXES

The Company recorded an income statement charge of $308.5 million for income and other taxes during Q3’21, compared with a credit of $121.8 million in Q3’20. Income and other taxes include adjustments to deferred tax assets in Mongolia and Canada, in addition to withholding taxes accrued and current tax payable.

Adjustments to deferred tax assets resulted in income statement charges within income and other taxes for Q3’21 of $299.9 million. During Q3’21, there was a decrease to the amount of Mongolian deferred tax assets recognised of $292.6 million and to Canadian deferred tax assets of $7.3 million.

Deferred tax assets relate to tax operating losses, accrued but unpaid interest expense on shareholder loans and other temporary differences. Recoverability of these losses were assessed against an estimate of future taxable profits. Movements in the deferred tax assets result from period end reassessments of recoverability and include adjustments to record potential deferred tax assets not recognised in previous periods.

The adjustment to the Mongolian deferred tax assets in Q3’21 represented a decrease of $299.8 million in the recognised deferred tax assets for prior year losses and other temporary differences, mainly related to property, plant and equipment. Operating losses and accrued but unpaid interest expense incurred by Oyu Tolgoi during Q3’21 increased the recognised deferred tax assets by $7.2 million.

The adjustment to the previously recognised deferred tax assets for prior year losses and other temporary differences was primarily due to an overall weakening in taxable income forecasts, driven by updated operating assumptions in mine planning in the period. Updated mine plan assumptions reflect the expectation that sustainable production for Panel 0 will be delayed to H1’23, broadly in line with the current forecast 6-month


September 30, 2021		Page\| 20

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

delay to undercut commencement, and the 9-month delay to Shafts 3 and 4 which, in combination with reduced underground development progress as well as additions to mining scope, will, result in a delay of approximately 14 to 16 months to Panel 2 and of 11 months to Panel 1.

An effective tax rate of approximately 90% during Q3’21 arose as the Company reported income from continuing operations before tax of $331.5 million while recording in the same period a net income statement tax charge (inclusive of adjustments to deferred tax assets and accrued withholding taxes) of $308.5 million.

During Q3’20, the Company recognised additional Mongolian deferred tax assets of $135.4 million, of which $20.6 million was the result of additional operating losses and accrued but unpaid interest expense incurred by Oyu Tolgoi in the period.

A negative tax rate of approximately 300% during Q3’20 arose as the Company reported income from continuing operations before tax of $40.0 million, while recording in the same period a net income statement tax credit (inclusive of adjustments to deferred tax assets and accrued withholding taxes) of $121.8 million.

Turquoise Hill’s effective tax rate represents the income statement charge or credit for income and other taxes as a percentage of income or loss from operations before taxes. It is possible for Turquoise Hill’s effective tax rate to be in excess of +/- 100%, primarily because of different tax jurisdictions applying different tax to intercompany loan interest, recognition of previously unrecognised deferred tax assets and/or de-recognition of deferred tax assets previously recognised.

Additional income statement information, including income and other taxes relating to OT LLC and the Company’s corporate operations is provided in Note 3 – Operating segment – to the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Operating activities. Net cash generated from operating activities was $350.6 million in Q3’21, compared with $77.6 million in Q3’20. Cash generated from operating activities before interest and tax was $351.1 million in Q3’21 compared to $89.2 million in Q3’20, which resulted from a $323.6 million increase in gross margin from increased sales revenue as a consequence of higher copper prices and mining of higher grade areas of Phase 4B, partially offset by unfavourable movements in working capital⁷ and deferred revenue. Deferred revenue decreased in Q3’21 mainly due to exceptionally high deferred revenue at June 30, 2021 which was impacted by the timing of ramp-up in concentrate shipments during Q2’21 following the declaration of force majeure as well as related contingency measures that were put in place during Q2’21 to improve OT LLC’s short-term liquidity that started to be unwound during Q3’21. Deferred revenue increased in Q3’20.

Interest paid in Q3’21 was $0.9 million compared to $0.7 million in Q3’20. Interest received in Q3’21 was $0.5 million compared to $2.4 million in Q3’20, primarily due to lower funds invested in bank deposits and money market funds. $13.3 million of income and other taxes were paid in Q3’20 with none being paid in Q3’21.

Investing activities. Cash used in investing activities was $177.7 million in Q3’21, compared with $235.5 million in Q3’20, representing capital expenditure of $216.9 million partly offset with proceeds from pre-production sales from the underground of $39.3 million. Cash used in investing activities in Q3’20 reflects capital expenditure of $254.5 million offset by proceeds from pre-production sales from underground of $18.5 million and other minor proceeds from disposed assets.

Financing activities. Cash used in financing activities in Q3’21 was $1.8 million, compared to $0.3 million in Q3’20, representing payments made in relation to lease liabilities.

⁷	Please refer to the section NON-GAAP MEASURES on page 28 of this MD&A for further information.


September 30, 2021		Page\| 21

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Liquidity

As at September 30, 2021, Turquoise Hill held consolidated cash and cash equivalents of approximately $0.8 billion (December 31, 2020: $1.1 billion) and consolidated working capital⁸ of negative $87.9 million (December 31, 2020: negative $123.1 million). The movement in working capital⁸ during Q3’21 was primarily due to lower inventories and receivables, offset by a decrease in payables and accrued liabilities from Q2’21. These variances were largely a result of the improvement in concentrate shipment volumes to customers through Q3’21 and the continued COVID-19 impact of lower manning levels on capital spend. Consolidated working capital⁸ is expected to remain negative while expenditure on underground development continues and associated payables are recorded.

Turquoise Hill manages liquidity risk by the preparation of internally generated short-term cash flow forecasts. These short-term cash flow forecasts consider the aggregation of non-cancellable obligations together with an estimation of future operating costs, financing and tax costs, capital expenditures and cash receipts from sales revenue. Among other things, the Company’s short-term cash flow forecasts at September 30, 2021 also gave consideration to:

possible impacts of the COVID-19 pandemic, including the increase of $140 million to the estimate of underground development capital included in the Definitive Estimate;

the impact of the delay to sustainable production for Panel 0 to H1’23, broadly in line with the current forecast 6-month delay to undercut commencement;

the impacts of resequencing of ore phases of the open-pit mine, the previously disclosed open-pit geotechnical events as well as delayed open-pit waste movement; and

the estimated impact on the timing of cash receipts resulting from the force majeure that was announced by the Company on March 30, 2021.

Sensitivity analyses are performed over the short-term cash flow forecasts including the impact of estimated commodity prices on cash receipts. Turquoise Hill’s $0.8 billion of available liquidity at September 30, 2021, under current projections, is expected to be sufficient to meet the requirements of the Company, including its operations and underground development, into Q3’22. Short-term cash forecasts have been prepared which also incrementally incorporate the plans that the Company has in place to access additional sources of funding as contemplated in the HoA. On this basis, the Company believes that it has access to sufficient liquidity to meet its minimum obligations for a period of at least 12 months from the balance sheet date, and to meet requirements of the Company, including its operations and capital expenditures, over the same period. Turquoise Hill expects to need significant incremental financing to sustain its operations and underground development funding beyond this period (see the section “Funding of OT LLC by Turquoise Hill” of this MD&A).

Capital Resources

The Company considers its capital to be share capital and third-party borrowings. To effectively manage capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its strategic and operating needs.

In December 2015, OT LLC signed the $4.4 billion project finance facility for the purposes of developing the underground mine, of which $4.3 billion had been drawn down as at September 31, 2021. The additional $0.1 billion is available, subject to certain conditions, under the Company’s facility with the Export-Import Bank of the United States. As of September 30, 2021, the full original net proceeds of $4.2 billion had been advanced to OT LLC⁹.

The project finance lenders have agreed to a debt cap of $6.0 billion thus allowing for the potential of an additional $1.6 billion of SSD to be raised in the future subject to meeting certain requirements relating to the tenor, amount and timing of debt service obligations of such SSD and other customary conditions. Under the

⁸	Please refer to the section NON-GAAP MEASURES on page 28 of this MD&A for further information.

⁹	Please refer to Section – Our Business – on page 5 and to Section – RELATED-PARTY TRANSACTIONS – on page 28 of this MD&A.


September 30, 2021		Page\| 22

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

project finance agreements, the $6.0 billion debt cap may be increased in connection with an expansion facility, which may include the construction of one of the alternative power solutions specified in the PSFA Amendment (see section “Oyu Tolgoi Mine Power Supply” of this MD&A).

The Company’s accumulated deficit as at September 30, 2021 was $3.0 billion, compared to $3.4 billion at December 31, 2020.

See also the section of this MD&A, “Funding of OT LLC by Turquoise Hill” for a discussion of future capital requirements.

SHARE CAPITAL

As at September 30, 2021, the Company had a total of 201,231,446 common shares issued and outstanding.

COPPER, GOLD AND FOREIGN EXCHANGE MARKET COMMENTARY

The information below is in addition to disclosures already contained in this report regarding the Company’s operations and activities.

Copper and Gold Markets

Compared to Q2’21, prices largely moved sideways in Q3’21, trading in a $9,000/t - $9,800/t range. In mid-August, prices dipped briefly below the $9,000/t, in line with declines in other commodities, after hints that the US Federal Reserve will start tapering by the end of the year. However, such concerns eased and copper continued to trade above $9,000/t. Macroeconomic sentiment turned sour towards the end of the quarter amid Evergrande’s (China’s second largest property developer) debt crisis and power shortages affecting manufacturing activity in China, not to mention the prolonged supply chain disruptions outside China. The gloomy macroeconomic backdrop, however, failed to cast a shadow on copper markets, which has been supported by strong micro fundamentals – record low global inventory cover, strong regional premiums, tight scrap availability – all lent support to copper cathode prices. China’s State Reserve Bureau continued to release reserves to the market over the quarter, but volumes were insignificant to create meaningful price impact. We expect demand to weaken amid the current macroeconomic backdrop, and coupled with increased production, this should have a dampening effect on prices in the coming quarter.

Treatment and refining charges (TC/RCs) climbed steadily throughout the quarter, starting from a low of $36/t & 3.6c/lb and ended the quarter at $61.4/t & 6.14c/lb. Spot availability of concentrates continued to improve over the quarter, with more material offered by miners. With mine supply growth outpacing smelter capacity additions, we expect TC/RCs to face upward pressure in the coming quarters.

Gold prices largely traded near $1,800/oz in July and August but retreated below that level in September as the US dollar index strengthened. Physical demand remains robust in China and India in preparation for upcoming wedding and festival season. With the US Federal Reserve rolling back its monthly bond purchases and a possible sooner-than-expected interest rate hike, gold continues to face headwinds for the rest of the year, but any upside surprise in inflation will help offset the downward trend.

Foreign Exchange Rates

OT LLC’s sales are determined and settled in U.S. dollars and a portion of its expenses are incurred in local currencies. Short-term foreign exchange fluctuations could have an effect on Turquoise Hill’s operating margins; however, in view of the proportion of locally incurred expenditures, such fluctuations are not expected to have a significant impact on Turquoise Hill’s long-term financial performance.


September 30, 2021		Page\| 23

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

OFF-BALANCE SHEET ARRANGEMENTS

With the exception of the Company’s power commitments disclosed within the section ”Contractual Obligations” and “Oyu Tolgoi Mine Power Supply” of this MD&A, as at September 30, 2021, Turquoise Hill was not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a significant current or future effect on the results of the operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.

CONTRACTUAL OBLIGATIONS

The following table summarises Turquoise Hill’s contractual obligations as at September 30, 2021.¹⁰


(Stated in $000’s of dollars)	Payments Due by Period⁽⁴⁾
(Stated in $000’s of dollars)	Less than 1 year		1 - 3 years		4 - 5 years		After 5 years		Total

Project finance facility ⁽¹⁾		63,569		1,446,635		1,214,773		1,578,908		4,303,885
Purchase obligations ⁽²⁾		369,869		22,135		-		-		392,004
Other obligations ⁽³⁾		368,704		-		-		-		368,704
Power commitments		91,223		122,538		-		-		213,761
Lease liabilities		9,771		20,385		1,916				32,072
Decommissioning obligations		-		-		-		235,912		235,912
Total		903,136		1,611,693		1,216,689		1,814,820		5,546,338

⁽¹⁾

These amounts relate to principal repayments on the project finance facility.

⁽²⁾

These amounts mainly represent various long-term contracts that include commitments for future development and operating payments for supply of engineering, equipment rentals and other arrangements.

⁽³⁾

These amounts include trade and other payables.

⁽⁴⁾

The columns are represented in dates as follows: 12 months to September 30, 2022; 24 months between October 1, 2022 and September 30, 2024; 24 months between October 1, 2025 and September 30, 2027; Beyond October 1, 2027.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires Turquoise Hill to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain.

The Company’s estimates identified as being critical are substantially unchanged from those disclosed in the MD&A for the year ended December 31, 2020.

RECENT ACCOUNTING PRONOUNCEMENTS

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to International Accounting Standards (IAS) 16): The amendments prohibit an entity from deducting from the cost of an item of property, plant, and equipment any proceeds (net of additional processing costs) from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner

¹⁰	Please refer to the section NON-GAAP MEASURES on page 28 of this MD&A for further information.


September 30, 2021		Page\| 24

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

intended by management. Under the amendment such proceeds and related production costs are recognised in the Statement of Income. This amendment is effective for the Company’s annual reporting periods beginning January 1, 2022, with retrospective application required as it relates to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2020.

None of the remaining standards and amendments to standards and interpretations, which have been issued but are not yet effective, are expected to have a significant effect on the consolidated financial statements of the Company.

RISKS AND UNCERTAINTIES

Turquoise Hill is subject to a number of risks due to the nature of the industry in which it operates and the present state of development of its business and the foreign jurisdictions in which it carries on business. The material risks and uncertainties affecting Turquoise Hill, their potential impact, and the Company’s principal risk-management strategies are subject to disclosure made elsewhere in this MD&A and are substantially unchanged from those disclosed in its MD&A for the year ended December 31, 2020 and in the AIF in respect of such period. In addition, the delays and cost estimates provided in this MD&A for the completion of the underground development, including in respect of timing of achieving first sustainable production and the development capital spend for the project, the timing of expected cash flow from the Oyu Tolgoi underground and the quantum of the base case incremental funding requirement, may differ materially as a result of significant delays to the undercut to the extent that the criteria which TRQ considers need to be met prior to proceeding with the undercut decision are not addressed in a timely manner. See, in particular, the sections in this MD&A titled “OPERATIONAL OUTLOOK FOR 2021”, “OYU TOLGOI – Oyu Tolgoi Underground Update”; “FUNDING OF OT LLC BY TURQUOISE HILL” and “GOVERNMENT RELATIONS” for more specific updates regarding, among other matters, the impact of COVID-19 on Turquoise Hill’s and Oyu Tolgoi’s operations, the status of the undercut decision and related matters, the anticipated size of future funding requirements and the status of funding discussions under the HoA as well as various matters involving the Government of Mongolia. See also the Section of this MD&A titled “Forward-Looking Statements and Forward-Looking Information”.

RELATED-PARTY TRANSACTIONS

As at September 30, 2021, Rio Tinto’s equity ownership in the Company was 50.8%, which was unchanged from December 31, 2020. The following tables present the consolidated financial statement line items within which transactions with Rio Tinto are reported.


September 30, 2021		Page\| 25

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)


Statements of Income	Three Months Ended September						Six Months Ended September 30,
(Stated in $000’s of dollars)	2021			2020			2021			2020

Operating and corporate administration expenses:
Cost recoveries - Turquoise Hill		389			174			1,069			2,454
Management services payment (i)		(8,703	)		(7,885	)		(20,581	)		(21,839	)
Cost recoveries - Rio Tinto (ii)		(18,404	)		(13,990	)		(47,016	)		(31,063	)

Finance income:
Cash and cash equivalents (iii)		-			278			-			2,210
Receivable from Rio Tinto (iv)		-			-			-			2,123

Finance costs:
Completion support fee (v)		(27,497	)		(27,774	)		(81,844	)		(79,864	)
Total		(54,215	)		(49,197	)		(148,372	)		(125,979	)

Statement of Cash Flows	Three Months Ended September						Six Months Ended September 30,
(Stated in $000’s of dollars)	2021			2020			2021			2020

Cash generated from operating activities

Interest received (iii, iv)		-			1,332			-			9,625

Interest paid (v)		-			-			(26,171	)		(25,972	)

Cash flows from investing activities

Receivable from related party: amounts withdrawn (iv)		-			-			-			511,284

Expenditures on property, plant and equipment:

Management services payment and cost recoveries - Rio Tinto (i), (ii)		(13,361	)		(23,572	)		(22,216	)		(48,380	)

Balance sheets							September 30,			December 31,
(Stated in $000’s of dollars)							2021			2020

Trade and other receivables								203			852

Prepaid expenses and other assets								27,471			83,144

Trade and other payables:

Management services payment - Rio Tinto (i)								(12,242	)		(13,137	)
Cost recoveries - Rio Tinto (ii)								(42,805	)		(52,415	)

Total								(27,373	)		18,444

(i)

In accordance with the ARSHA, which was signed on June 8, 2011, and other related agreements, Turquoise Hill is required to make a management services payment to Rio Tinto equal to a percentage of all capital costs and operating costs incurred by OT LLC from March 31, 2010 onwards. After signing of the UDP on May 18, 2015, the management services payment to Rio Tinto is calculated as 1.5% applied to underground development capital costs, and 3% applied to operating costs and capital related to current operations.

(ii)	Rio Tinto recovers the costs of providing general corporate support services and mine management services to Turquoise Hill. Mine management services are provided by Rio Tinto in its capacity as the manager of the Oyu Tolgoi project.

(iii)

In addition to placing cash and cash equivalents on deposit with banks or investing funds with other financial institutions, Turquoise Hill may deposit cash and cash equivalents with Rio Tinto in accordance with an agreed upon policy and strategy for the management of liquid resources. At September 30, 2021, no funds were deposited with wholly-owned subsidiaries of Rio Tinto. Funds that had been previously deposited earned interest at rates equivalent to those offered by financial institutions or short-term corporate debt.

(iv)

As part of project finance, Turquoise Hill appointed 9539549 Canada Inc., a wholly owned subsidiary of Rio Tinto, as service provider to provide post-drawdown cash management services in connection with net proceeds from the project finance facility, which were placed with 9539549 Canada Inc. and returned to Turquoise Hill as required for purposes of Oyu Tolgoi underground mine development and funding. Rio Tinto International Holdings Limited, a wholly-owned subsidiary of Rio Tinto, has guaranteed the obligations of the service provider under this agreement. At September 30, 2021, there were no amounts due from 9539549 Canada Inc. Amounts due had earned interest at an effective annual rate of LIBOR plus 2.45%. The interest rate reflects interest receivable at LIBOR minus 0.05%; plus a benefit of 2.5% arising on amounts receivable from 9539549 Canada Inc. under the CMSA, which are net settled with the 2.5% completion support fee described in (v) below.


September 30, 2021		Page\| 26

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

(v)

As part of the project finance agreements, Rio Tinto agreed to provide a guarantee, known as the completion support undertaking (CSU) in favour of the commercial banks and the export credit agencies. In consideration for providing the CSU, Turquoise Hill is required to pay Rio Tinto a fee equal to 2.5% of the amounts drawn under the facility. The annual completion support fee of 2.5% on amounts drawn under the facility is accounted for as a borrowing cost and included within interest expense and similar charges. The fee is settled net of a benefit arising on amounts receivable from 9539549 Canada Inc. under the CMSA described in (iv) above. The fee payment obligation will terminate on the date Rio Tinto’s CSU obligations to the project lenders terminate.

SELECTED QUARTERLY DATA

The Company’s interim financial statements are reported under IFRS applicable to interim financial statements, including IAS 34 Interim Financial Reporting.


($ in millions, except per share information)	Quarter Ended
	Sep-30 2021		Jun-30 2021		Mar-31 2021		Dec-31 2020

Revenue	$	622.8	$	317.8	$	526.5	$	405.1

Income for the period	$	22.9	$	118.8	$	332.1	$	241.6

Income attributable to owners of Turquoise Hill	$	34.9	$	96.9	$	236.7	$	159.9

Basic and diluted income per share attributable to owners of Turquoise Hill (a)	$	0.17	$	0.48	$	1.18	$	0.79

	Quarter Ended
	Sep-30 2020		Jun-30 2020		Mar-31 2020		Dec-31 2019

Revenue	$	264.4	$	278.0	$	130.7	$	221.4

Income (loss) for the period	$	161.7	$	72.3	$	19.0	$	109.5

Income (loss) attributable to owners of Turquoise Hill	$	128.6	$	72.6	$	45.2	$	113.1

Basic and diluted income per share attributable to owners of Turquoise Hill (a)	$	0.64	$	0.36	$	0.22	$	0.56

(a)	Basic and diluted income (loss) per share has been recalculated pursuant to the share consolidation completed on October 23, 2020, for all periods presented.

(b)

During 2020, the Company determined that it had incorrectly accounted for the impact of capitalised intragroup borrowings in the calculation of non-controlling interests, therefore understating the income attributable to the non-controlling interest in each of the periods ended March 31, 2020, and June 30, 2020. As a result of these adjustments, income attributable to owners of Turquoise Hill decreased by $10.2 million and $12.3 million in the three-month periods ended March 31, 2020, and June 30, 2020, respectively.

Factors necessary to understand general trends in the select unaudited quarterly financial information are summarised below.

Changes in revenue over the periods presented have resulted mainly from variable metal prices combined with changes in sales volume. Revenue in the four consecutive quarters ended September 30, 2020 was lower due to lower sales volumes impacted by lower gold and copper production as the mine transitioned to Phase 4B. Revenue in Q1’20 was negatively impacted by a lower average price of copper as an immediate reaction to the ongoing COVID-19 pandemic. The four consecutive quarters ended September 30, 2021 benefitted from increasing average copper and gold prices together with increased copper and gold production, reflecting the scheduled move to mining higher grade gold areas of Phase 4B. Revenue in Q2’21 has been negatively impacted by the force majeure announced by the Company on March 30, 2021; its impacts in Q3’21 have been mitigated through the introduction of COVID control measures and increased shipping capacity, but the force majeure will remain in place until there are sufficiently sustained volumes of convoys crossing the border to ensure Oyu Tolgoi’s ability to meet its ongoing commitments to customers and to return on-site concentrate inventory to target levels.


September 30, 2021		Page\| 27

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

Changes in income (loss) over the periods presented resulted mainly from the changes in revenue noted above and adjustments made to deferred tax assets. Income for the period in the six consecutive quarters ended March 31, 2021, was positively impacted by deferred tax asset recognition adjustments of $118.1 million, $82.0 million, $47.4 million, $131.1 million, $86.1 million and $52.3 million, respectively. Income in Q2’21 and Q3’21 was negatively impacted by deferred tax asset de-recognition adjustments of $10.5 million and $299.9 million, respectively. The adjustment in Q3’21 was due to an overall weakening in taxable income forecasts, driven by updated operating assumptions in mine planning in the period. Updated mine plan assumptions reflect the sustainable production delay for Panel 0 to H1’23, broadly in line with the current forecast 6-month delay to undercut commencement, and the 9-month delay to Shafts 3 and 4 which, in combination with reduced underground development progress as well as additions to mining scope, will result in delays of approximately 14 – 16 months to Panel 2 and 11 months to Panel 1 compared to the Definitive Estimate.

NON-GAAP MEASURES

The Company presents and refers to the following non-GAAP measures, which are not defined in IFRS. A description and calculation of each measure is given below and may differ from similarly named measures provided by other issuers. These measures are presented in order to provide investors and other stakeholders with additional understanding of performance and operations at the Oyu Tolgoi mine and are not intended to be used in isolation from, or as a replacement for, measures prepared in accordance with IFRS.

Operating cash costs

The measure of operating cash costs excludes: depreciation and depletion; exploration and evaluation; charges for asset write-down (including write-down of materials and supplies inventory) and includes management services payments to Rio Tinto and management services payments to Turquoise Hill, which are eliminated in the consolidated financial statements of the Company.

C1 cash costs

C1 cash costs is a metric representing the cash cost per unit of extracting and processing the Company’s principal metal product, copper, to a condition in which it may be delivered to customers net of gold and silver credits from concentrates sold. This metric is provided in order to support peer group comparability and to provide investors and other stakeholders with additional information about the underlying cash costs of OT LLC and the impact of gold and silver credits on the operations’ cost structure. C1 cash costs are relevant to understanding the Company’s operating profitability and ability to generate cash flow. When calculating costs associated with producing a pound of copper, the Company deducts gold and silver revenue credits as the production cost is reduced by selling these products.

All-in sustaining costs

All-in sustaining costs (AISC) is an extended cash-based cost metric providing further information on the aggregate cash, capital and overhead outlay per unit and is intended to reflect the costs of producing the Company’s principal metal product, copper, in both the short term and over the life-cycle of its operations. As a result, sustaining capital expenditure on a cash basis is included rather than depreciation. As the measure seeks to present a full cost of copper production associated with sustaining current operations, development project capital is not included. AISC allows Turquoise Hill to assess the ability of OT LLC to support sustaining capital expenditures for future production from the generation of operating cash flows.


September 30, 2021		Page\| 28

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

A reconciliation of total operating cash costs, C1 cash costs and AISC is provided below.


	(Three Months Ended)		(Nine Months Ended)
*C1 costs (Stated in $000’s of dollars)*	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Cost of sales	202,690	167,991	440,918	495,871
Cost of sales: $/lb of copper sold	1.98	2.22	1.90	2.25
Depreciation and depletion	(50,131)	(42,268)	(123,548)	(128,340)
Change in inventory	(22,066)	(1,702)	80,807	18,182
Other operating expenses	77,542	49,909	207,306	144,713
Less:
- Inventory (write-down) reversal	(6)	252	3,598	2,611
- Depreciation	(580)	(629)	(1,775)	(4,579)
Management services payment to Turquoise Hill	8,703	7,885	20,581	21,839
Operating cash costs	216,152	181,438	627,887	550,297
Operating cash costs: $/lb of copper produced	2.34	2.27	2.30	2.31
Adjustments to operating cash costs⁽¹⁾	(15,745)	3,086	(28,946)	15,732
Less: Gold and silver revenues	(260,067)	(65,700)	(583,362)	(155,790)
C1 costs ($‘000)	(59,660)	118,824	15,579	410,239
C1 costs: $/lb of copper produced	(0.65)	1.48	0.06	1.72

*All-in sustaining costs (Stated in $000’s of dollars)*
Corporate administration	5,255	6,496	26,823	21,068
Asset retirement expense	2,457	(3,076)	5,440	(145)
Royalty expenses	37,592	15,505	82,794	39,960
Ore stockpile and stores write-down (reversal)	6	(252)	(3,598)	(2,611)
Other expenses	908	603	1,714	4,069
Sustaining cash capital including deferred stripping	16,213	12,420	43,385	33,913
All-in sustaining costs ($‘000)	2,771	150,520	172,137	506,493
All-in sustaining costs: $/lb of copper produced	0.03	1.88	0.63	2.13

⁽¹⁾	Adjustments to operating cash costs include: treatment, refining and freight differential charges less the 5% Government of Mongolia royalty and other expenses not applicable to the definition of C1 cash cost.

Mining costs and milling costs

Mining costs per tonne of material mined for the three and nine months ended September 30, 2021 are calculated by reference to total mining costs, respectively, of $46.9 million and $134.2 million (Q3’20: $45.9 million and $131.7 million) and total material mined of 22.6 million and 61.0 million tonnes (Q3’20: 23.8 million and 73.9 million tonnes).

Milling costs per tonne of ore treated for the three and nine months ended September 30, 2021 are calculated by reference to total milling costs, respectively, of $74.8 million and $202.8 million (Q3’20: $59.4 million and $185.5 million) and total ore treated of 9.3 million and 28.6 million tonnes (Q3’20: 10.1 million and 30.6 million tonnes).

Working capital

Consolidated working capital comprises those components of current assets and liabilities which support and result from the Company’s ongoing running of its current operations. It is provided in order to give a quantifiable indication of the Company’s short-term cash generation ability and business efficiency. As a measure linked to current operations and the sustainability of the business, the Company’s definition of working capital excludes: non-trade receivables and payables; financing items; cash and cash equivalents; deferred revenue and non-current inventory.


September 30, 2021		Page\| 29

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

A reconciliation of consolidated working capital to the financial statements and notes is provided below.


Working capital (Stated in $000’s of dollars)	September 30, 2021			December 31, 2020

Inventories (current)	$	254,318		$	197,962

Trade and other receivables		13,631			60,012

Trade and other payables:

- trade payables and accrued liabilities		(300,765	)		(315,570	)

- payable to related parties		(55,047	)		(65,552	)

Consolidated working capital	$	(87,863	)	$	(123,148	)

Contractual obligations

The following section of this MD&A discloses contractual obligations in relation to the Company’s project finance, lease, purchase, power and asset retirement obligations. Amounts relating to these obligations are calculated on the assumptions of the Company carrying out its future business activities and operations as planned at the period end. As such, contractual obligations presented in this MD&A will differ from amounts presented in the financial statements, which are prepared on the basis of minimum uncancellable commitments to pay in the event of contract termination. The MD&A presentation of contractual obligations is provided in order to give an indication of future expenditure, for the disclosed categories, arising from the Company’s continuing operations and development projects.

A reconciliation of contractual obligations as at September 30, 2021 to the financial statements and notes is provided below.


	Project Finance Facility		Purchase obligations		Other Obligations		Power commitments		Lease liabilities		Decommissioning obligations
(Stated in $000’s of dollars)

Commitments (MD&A)		4,303,885		392,004		368,704		213,761		32,072		235,912
Cancellable obligations		-		(330,964)		-		(181,765)		-		-
(net of exit costs)
Accrued capital expenditure		-		(33,403)		33,403		-		-		-
Discounting and other adjustments		(128,809)		-		-		-		(4,751)		(95,623)
Financial statement amount		4,175,076		27,637		402,107		31,996		27,321		140,289

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company under applicable securities legislation is gathered and reported to senior management, including the Company’s CEO and CFO, on a timely basis so that appropriate decisions can be made regarding public disclosures. There were no changes in the Company’s disclosure controls and procedures during the three months ended September 30, 2021.


September 30, 2021		Page\| 30

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

QUALIFIED PERSON

Disclosure of information of a scientific or technical nature in this MD&A in respect of the Oyu Tolgoi mine was approved by Jo-Anne Dudley (FAusIMM(CP)), Chief Operating Officer of the Company. Jo-Anne Dudley is a “qualified person” as that term is defined in NI 43-101.

CAUTIONARY STATEMENTS

Language regarding reserves and resources

Readers are advised that NI 43-101 requires that each category of mineral reserves and mineral resources be reported separately. For detailed information related to Company’s mineral resources and mineral reserves, readers should refer to the AIF of the Company for the year ended December 31, 2020, and other continuous disclosure documents filed by the Company since January 1, 2021 under Turquoise Hill’s profile on SEDAR at www.sedar.com.

Note to United States investors concerning estimates of measured, indicated and inferred resources

This document has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all reserve and resource estimates included in this document have been prepared in accordance with NI 43-101, and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for mineral resources and mineral reserves. NI 43-101 is a rule developed by the Canadian Securities Authorities that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource”, and “inferred mineral resource” are defined in NI 43-101. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with SEC disclosure requirements.

FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events or future performance, reflect current expectations or beliefs regarding future events and are typically identified by words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “plan”, “estimate”, “will”, “believe” and similar expressions suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, statements and information regarding: discussions with, and the nature of the Company’s relationship and interaction with, the Government of Mongolia on the continued operation and development of Oyu Tolgoi, including with respect to the Definitive Estimate and the potential termination, amendment or replacement of the IA or the UDP as well as the willingness of the Government of Mongolia to further engage in meaningful discussions with the Company, Rio Tinto and Oyu Tolgoi; the willingness and ability of the parties to the IA or the UDP to amend or replace either such agreement; the approval or non-approval by the OT Board of additional investment and the likely consequences on the timing and overall economic value of the Oyu Tolgoi project, including significant delays to first sustainable production; the implementation and successful execution of the funding plan that is the subject of the HoA and the amount of any additional future funding gap to complete the Oyu Tolgoi project and the amount and potential sources of additional funding required therefor, all as contemplated by the HoA, as well as potential delays in the ability of the Company and Oyu Tolgoi to proceed with the funding elements contemplated by the HoA as a result of delays in approving or non-approval of additional investment by the OT LLC Board; the expectations set out in OTTR20; the timing and ultimate resolution of certain non-technical undercut criteria; the timing and


September 30, 2021		Page\| 31

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

amount of future production and potential production delays; statements in respect of the impacts of any delays on achieving first commercial production and on the Company’s cash flows; expected copper and gold grades; the merits of the class action complaints filed against the Company in October 2020 and January 2021, respectively; the likelihood that the Company will be added as a party to the international tax arbitration brought by Oyu Tolgoi against the Government of Mongolia and the merits of its defence and counterclaim; liquidity, funding sources and funding requirements; the amount of any funding gap to complete the Oyu Tolgoi project; the amount and potential sources of additional funding; the Company’s ability to re-profile its existing project debt in line with current cash flow projections; the amount by which a successful re-profiling of the Company’s existing debt would reduce the Company’s currently projected funding requirements; the Company’s ability to raise supplemental senior debt; the timing of studies, announcements and analyses; status of underground development; the causes of the increase in costs and schedule extension of the underground development; the mine design for Panel 0 of Hugo North Lift 1 and the related cost and production schedule implications; the re-design studies for Panels 1 and 2 of Hugo North Lift 1 and the possible outcomes, content and timing thereof; expectations regarding the possible recovery of ore in the two structural pillars, to the north and south of Panel 0; the possible progression of SOPP and related amendments to the PSFA as well as power purchase agreements and extensions thereto; the timing of construction and commissioning of the potential SOPP; sources of interim power; the continuing impact of COVID-19, including any restrictions imposed by health or governmental authorities relating thereto on the Company’s business, operations and financial condition, as well as delays and the development cost impacts of delays caused by the COVID-19 pandemic; capital and operating cost estimates; mill and concentrator throughput; the outcome of formal international arbitration proceedings; anticipated business activities, planned expenditures, corporate strategies, and other statements that are not historical facts.

Forward-looking statements and information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company will operate in the future, including the price of copper, gold and silver; projected gold, copper and silver grades; anticipated capital and operating costs; anticipated future production and cash flows; the anticipated location of certain infrastructure in Hugo North Lift 1 and sequence of mining within and across panel boundaries; the availability and timing of required governmental and other approvals for the construction of the SOPP; the ability of the Government of Mongolia to finance and procure the SOPP within the timeframes anticipated in the PSFA, as amended, subject to ongoing discussions relating to a standstill period; the willingness of third parties to extend existing power arrangements; the status and nature of the Company’s relationship and interactions and discussions with the Government of Mongolia on the continued operation and development of Oyu Tolgoi (including with respect to the causes of the increase in costs and schedule extension of the underground development) and OT LLC internal governance (including the outcome of any such interactions or discussions); the willingness and ability of the parties to the IA or the UDP to amend or replace either such agreement; the nature and quantum of the current and projected economic benefits to Mongolia resulting from the continued operation of Oyu Tolgoi; the implementation and successful execution of the funding plan that is the subject of the HoA and the amount of any additional future funding gap to complete the Oyu Tolgoi project as well as the amount and potential sources of additional funding required therefor, all as contemplated by the HoA.

Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements and information include, among others: copper, gold and silver price volatility; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical recoveries; development plans for processing resources; public health crises such as COVID-19; matters relating to proposed exploration or expansion; mining operational and development risks, including geotechnical risks and ground conditions; litigation risks, including the outcome of the class action complaints filed against the Company; the outcome of the international arbitration proceedings; regulatory restrictions (including environmental regulatory restrictions and liability); OT LLC or the Government of Mongolia’s ability to deliver a domestic power source for the Oyu Tolgoi project within the required contractual time frame; communications with local stakeholders and community relations; activities, actions or assessments, including tax assessments, by governmental authorities; events or circumstances (including public health crises strikes,


September 30, 2021		Page\| 32

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

blockades or similar events outside of the Company’s control) that may affect the Company’s ability to deliver its products in a timely manner; currency fluctuations; the speculative nature of mineral exploration; the global economic climate; global climate change; dilution; share price volatility; competition; loss of key employees; cyber security incidents; additional funding requirements, including in respect of the development or construction of a long-term domestic power supply for the Oyu Tolgoi project; capital and operating costs, including with respect to the development of additional deposits and processing facilities; defective title to mineral claims or property; and human rights requirements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. All such forward-looking statements and information are based on certain assumptions and analyses made by the Company’s management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are reasonable and appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements or information.

With respect to specific forward-looking information concerning the continued operation and development of Oyu Tolgoi, the Company has based its assumptions and analyses on certain factors which are inherently uncertain. Uncertainties and assumptions include, among others: the timing and cost of the construction and expansion of mining and processing facilities; the timing and availability of a long-term domestic power source (or the availability of financing for the Company or the Government of Mongolia to construct such a source) for Oyu Tolgoi; the implementation and successful execution of the funding plan that is the subject of the HoA and the amount of any additional future funding gap to complete the Oyu Tolgoi project as well as the amount and potential sources of additional funding required therefor, all as contemplated by the HoA; the status and nature of the Company’s relationship, interactions and discussions with the Government of Mongolia on the continued operation and development of Oyu Tolgoi (including with respect to the causes of the increase in costs and schedule extension of the underground development) and OT LLC internal governance (including the outcome of any such interactions or discussions); the willingness and ability of the parties to the IA and the UDP to amend or replace either such agreement; the nature and quantum of the current and projected economic benefits to Mongolia resulting from the continued operation of Oyu Tolgoi; the potential impact of COVID-19, including any restrictions imposed by health and governmental authorities relating thereto, as well as the development cost impacts of delays caused by the COVID-19 pandemic; the impact of changes in, changes in interpretation to or changes in enforcement of, laws, regulations and government practices in Mongolia; the availability and cost of skilled labour and transportation; the obtaining of (and the terms and timing of obtaining) necessary environmental and other government approvals, consents and permits; delays and the costs which would result from delays, including delays caused by COVID-19 restrictions and impacts and related factors, in the development of the underground mine (which could significantly exceed the costs projected in OTTR20); projected copper, gold and silver prices and their market demand; and production estimates and the anticipated yearly production of copper, gold and silver at Oyu Tolgoi.

The cost, timing and complexities of mine construction and development are increased by the remote location of a property such as Oyu Tolgoi. It is common in mining operations and in the development or expansion of existing facilities to experience unexpected problems and delays during development, construction and mine start-up. Additionally, although Oyu Tolgoi has achieved commercial production, there is no assurance that future development activities will result in profitable mining operations.

Readers are cautioned not to place undue reliance on forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the “Risk Factors” section in the Company’s AIF, as supplemented by the “Risks and Uncertainties” section in this MD&A.

Readers are further cautioned that the list of factors enumerated in the “Risk Factors” section of the AIF and in the “Risks and Uncertainties” section of this MD&A that may affect future results is not exhaustive. When relying


September 30, 2021		Page\| 33

Turquoise Hill Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Stated in U.S. dollars, except where noted)

on the Company’s forward-looking statements and information to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements and information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.


/s/ Steve Thibeault				/s/ Luke Colton

Steve Thibeault				Luke Colton
Interim Chief Executive Officer				Chief Financial Officer

November 2, 2021
Montreal, QC, Canada


September 30, 2021		Page\| 34

LOGO

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Steve Thibeault, Interim Chief Executive Officer of Turquoise Hill Resources Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Turquoise Hill Resources Ltd. (the “issuer”) for the interim period ended September 30, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2021 and ended on September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 2, 2021

/s/ Steve Thibeault

Steve Thibeault

Interim Chief Executive Officer

Turquoise Hill Resources Ltd.

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Luke Colton, Chief Financial Officer of Turquoise Hill Resources Ltd., certify the following:

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

II.

5.2 N/A

5.3 N/A

Date: November 2, 2021

/s/ Luke Colton

Luke Colton

Chief Financial Officer

Turquoise Hill Resources Ltd.

TURQUOISE HILL RESOURCES LTD.

Date: November 2, 2021

/s/ Dustin S. Isaacs

Dustin S. Isaacs

Corporate Secretary