TURQUOISE HILL RESOURCES LTD. (Form: SC 13D/A, Received: 09/01/2022 06:32:07)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

102,196,643 (see Item 5)

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

102,196,643 (see Item 5)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 30)*

TURQUOISE HILL RESOURCES LTD.

(formerly Ivanhoe Mines Ltd.)

(Name of Issuer)

Common Shares, without par value

(Title of class of securities)

900435108

(CUSIP Number)

Steven Allen, Company Secretary

6 St James’s Square

London SW1Y 4AD

United Kingdom

+44 (0) 20 7781 2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copy to:

Scott D. Miller

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

+1 212 558-4000

August 31, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.: 900435108		SCHEDULE 13D		Page 2 of 11 pages


1		NAMES OF REPORTING PERSONS Rio Tinto plc
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

-2-


CUSIP No.: 900435108		SCHEDULE 13D		Page 3 of 11 pages


1		NAMES OF REPORTING PERSONS Rio Tinto International Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

-3-


CUSIP No.: 900435108		SCHEDULE 13D		Page 4 of 11 pages


1		NAMES OF REPORTING PERSONS 7999674 Canada Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

-4-


CUSIP No.: 900435108		SCHEDULE 13D		Page 5 of 11 pages


1		NAMES OF REPORTING PERSONS 46117 Yukon Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

-5-


CUSIP No.: 900435108		SCHEDULE 13D		Page 6 of 11 pages


1		NAMES OF REPORTING PERSONS 535630 Yukon Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

-6-

Item 1. Security and Issuer

This Amendment No. 30 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto plc (“Rio Tinto”) and Rio Tinto International Holdings Limited (“RTIH”, and together with Rio Tinto, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc., the “Rio Tinto Companies”) on November 3, 2006, and amended on September 12, 2007, October 26, 2007, January 7, 2008, April 10, 2008, October 30, 2009, March 4, 2010, July 7, 2010, September 13, 2010, December 14, 2010, February 4, 2011, June 28, 2011, August 24, 2011, September 27, 2011, December 12, 2011, January 26, 2012, April 20, 2012, May 24, 2012, August 2, 2012, July 3, 2013, July 9, 2013, August 14, 2013, August 28, 2013, January 13, 2015, September 14, 2020, April 9, 2021, January 25, 2022, March 14, 2022, May 18, 2022 and August 25, 2022 (as amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, without par value (the “Shares”), of Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Ltd.), a corporation continued under the laws of the Yukon Territory, Canada (the “Company”).

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed by Rio Tinto, a public limited company incorporated under the laws of England and Wales, RTIH, a company incorporated under the laws of England and Wales, 7999674 Canada Inc., a company incorporated under the laws of Canada, 46117 Yukon Inc., a company incorporated under the laws of the Yukon Territory, Canada, and 535630 Yukon Inc., a company incorporated under the laws of the Yukon Territory, Canada.

Rio Tinto, through its group companies, has mining operations around the world. RTIH is a wholly owned subsidiary of Rio Tinto and is a major investment holding company for the group. 7999674 Canada Inc. is a wholly owned subsidiary of Rio Tinto and is not engaged in any activities except for the holding of Shares. 46117 Yukon Inc. is a wholly owned subsidiary of Rio Tinto and is not engaged in any activities except for the holding of Shares. 535630 Yukon Inc. is a wholly owned subsidiary of Rio Tinto and is not engaged in any activities except for the holding of Shares.

The principal executive office of Rio Tinto is located at 6 St James’s Square, London, SW1Y 4AD, United Kingdom. The principal executive office of RTIH is located at 6 St James’s Square, London, SW1Y 4AD, United Kingdom. The principal executive office of 7999674 Canada Inc. is located at 400-1190 Ave. Des Canadiens-De-Montreal, Montreal, H3B 0E3, Canada. The principal executive office of 46117 Yukon Inc. is located at 200 – 204 Lambert Street, Whitehorse, YT Y1A 3T2, Canada. The principal executive office of 535630 Yukon Inc. is located at 200 – 204 Lambert Street, Whitehorse, YT Y1A 3T2, Canada.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Rio Tinto Companies are set forth in Schedule A hereto and are incorporated by reference herein.

During the last five years, none of the Rio Tinto Companies nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Rio Tinto Companies are party to a Joint Filing Agreement, dated January 15, 2014, a copy of which is filed with this Schedule 13D as Exhibit I, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

-7-

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On August 31, 2022, RTIH and the Company entered into a binding term sheet (the “Term Sheet”) for a transaction in which Rio Tinto would acquire all of the outstanding share capital in the Company that is not owned by Rio Tinto and the Company’s minority shareholders (i.e. holders of the approximately 49% of the Company’s share capital that is not owned directly or indirectly by Rio Tinto) would receive C$43 in cash per Share (the “Transaction”), an increase from the original proposal made by RTIH in March 2022 of C$34 per Share and the improved proposal made by RTIH on August 24, 2022 of C$40 per Share. On September 1, 2022, Rio Tinto also issued a press release (the “Press Release”), which summarized the key terms of the Term Sheet. Copies of the Term Sheet and the Press Release are filed as Exhibit A and Exhibit B, respectively, to this Schedule 13D, and incorporated herein by reference.

The Transaction is subject to certain conditions, including, among other matters, the negotiation and execution of mutually acceptable definitive transaction documents (including (i) a definitive arrangement agreement in respect of a plan of arrangement under the Business Corporations Act (Yukon) (the “Arrangement”), (ii) an amendment (the “Amended and Restated HoA”) to the Amended and Restated Heads of Agreement, dated 10 May 2022 (the “May 2022 HoA”), between RTIH and the Company (as described in further detail below) and (iii) voting support agreements pursuant to which each of the officers and directors of the Company will agree to vote their Shares in favor of the Transaction), (iv) the formal approval of the Transaction by the Boards of Directors of Rio Tinto and the Company, approval of sixty-six and two-thirds percent (66-2/3%) of votes cast by shareholders of the Company (including the Rio Tinto Companies) and (v) approval of a majority of the votes of the Company’s minority shareholders (i.e. holders of the approximately 49% of the Company’s share capital that is not owned directly or indirectly by Rio Tinto). No assurances can be given that definitive transaction documents with respect to the Transaction will be entered into, as to the final terms of any agreed Transaction or that the Transaction will be consummated.

Concurrently with entry into the Arrangement, the parties intend to enter into the Amended and Restated HoA, providing for an updated funding plan (the “Funding Plan”) for the completion of the Company’s Oyu Tolgoi (OT) Underground Project in Mongolia (the “Project”). The Funding Plan reflected in the Amended and Restated HoA would replace the arrangements established in the May 2022 HoA. The key elements under the May 2022 HoA that are intended to be amended in connection with entry into the Amended and Restated HoA include:

•

RTIH’s current obligation to provide the Company with a short-term secured advance of $400 million will be increased to $650 million (the “Early Advance”) (which, in accordance with the current terms of the May 2022 HoA, must be repaid to RTIH upon the earlier of (i) the date on which the Company completes an equity or rights offering to raise at least $650 million (the “Initial Equity Offering”) and (ii) December 31, 2022), with the conditions precedent to the Early Advance being deemed to have been satisfied (with certain exceptions), provided that if, on February 14, 2023, it is anticipated that the funding shortfall, if any, for the Company and its subsidiaries for March 2023 will exceed the amount remaining available under the Early Advance (after allowing for the need for cash reserves for working capital purposes of $200 million in the aggregate but not taking into account the Early Advance), the parties will in good faith discuss increasing the Early Advance by the lesser of such funding shortfall and $100 million;

•

Increase the minimum amount of the Initial Equity Offering to be the greater of $650 million and the amount drawn under the Early Advance;

•

An extension of the date by which the Initial Equity Offering must be conducted to March 31, 2023, subject to certain extension rights if the shareholder vote on the Transaction is held after October 25, 2022, but subject further to an outside date of May 31, 2023, if the delay is either at the request of Rio Tinto, due to delays outside of the control of the Company (such as regulatory review), or otherwise not attributable to the Company failing to have prepared a meeting circular by September 30, 2022 (provided that the maturity date for repayment of the Early Advance will be extended on an equivalent basis but will be repayable at the time of the Initial Equity Offering raise if this is earlier);

-8-

•

Should the Company’s obligation to satisfy its December 2022 principal repayment under the Project finance facility following the execution of the Arrangement for the Transaction, Rio Tinto will ensure the principal amount of $362 million will be made available to the Company to satisfy such repayment obligation on the same terms as the Early Advance; and

•

Rio Tinto will provide its commitment to the Company to participate pro rata in the Initial Equity Offering, subject to certain conditions precedent, including the payment by the Company to Rio Tinto of a commitment fee equal to 0.5% of the aggregate amount of Rio Tinto’s participation at the time of closing of the Initial Equity Offering.

The Transaction could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including a plan of arrangement or other extraordinary transaction involving the Company, the delisting of the Company’s securities from the New York Stock Exchange and the Toronto Stock Exchange, and a class of equity securities of the Company becoming eligible for termination of registration under the Securities Exchange Act of 1934. One or more of the Rio Tinto Companies are expected to take actions in furtherance of the Transaction, the Term Sheet or any amendment thereof. The Rio Tinto Companies may (subject to compliance with its other obligations and applicable law) at any time, or from time to time, acquire additional shares in the Company; propose, pursue, or choose not to pursue the Transaction; change the terms of the Transaction as contemplated in the Term Sheet, including the price, form of consideration, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Transaction; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.

The Term Sheet is subject to negotiation of structure and definitive transaction documentation and the approval of the Transaction by the Boards of Directors of the Company and Rio Tinto.

While the definitive terms of the Transaction remain under negotiation, the Rio Tinto Companies may respond to inquiries from, and negotiate the terms thereof with, the Company and its Board of Directors or their respective representatives or other shareholders of the Company. These negotiations may include changes or proposed changes to the terms set forth in the Term Sheet.

Other than as described in the Schedule 13D, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they and their affiliates reserve the right to formulate such plans or proposals in the future. If the Transaction is not consummated, the Rio Tinto Companies and their affiliates will continue to regularly review and assess their investment in the Company and depending on market conditions and other factors may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The foregoing descriptions of the Transaction, the Term Sheet and Press Release do not purport to be complete and they are qualified in their entirety by reference to Exhibits A and B, which are incorporated herein by reference. The original proposal is incorporated herein by reference as Exhibit E.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Rio Tinto beneficially owns 102,196,643 Shares, representing 50.8 percent of the outstanding Shares. Such Shares are held by Rio Tinto indirectly through RTIH (as to 43,947,833 Shares, representing 21.8 percent of the outstanding Shares, which are also beneficially owned by RTIH), indirectly through 7999674 Canada Inc. (as to 21,510,000 Shares, representing 10.7 percent of the outstanding Shares, which are also beneficially owned by 7999674 Canada Inc.), indirectly through 46117 Yukon Inc. (as to 15,228,810 Shares, representing 7.6 percent of the outstanding Shares, which are also beneficially owned by 46117 Yukon Inc.) and indirectly through 535630 Yukon Inc. (as to 21,510,000 Shares, representing 10.7 percent of the outstanding Shares, which are also beneficially owned by 535630 Yukon Inc.).

-9-

Rio Tinto has anti-dilution rights that permit it to acquire additional securities of the Company so as to maintain its proportional equity interest in the Company.

Rio Tinto also has the right, subject to the terms and conditions of its financing support agreement with the Company, to require that the Company effect an equity contribution by way of private placement of Shares to Rio Tinto or a rights offering in the event a fact or circumstance occurs which (i) affects or could reasonably be expected to affect the Company’s ability to meet its obligations under the sponsor debt service undertaking that the Company entered into with Rio Tinto, the project lenders and agents representing such lenders or (ii) gives rise to an event of default or completion default under the agreements entered into in connection with the OT project finance facility.

The percentages of Shares reflected above and in the responses in Row (13) of the cover pages of this Schedule 13D with respect to each of the Rio Tinto Companies are based on 201,231,446 outstanding Shares as of March 23, 2022, as disclosed by the Company in its Notice of Annual Meeting of Shareholders and Management Proxy Circular attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on April 5, 2022.

In addition, with respect to each of the Rio Tinto Companies, each of the Rio Tinto Companies shares voting power and dispositive power with respect to the Shares beneficially owned by such person.

Except as disclosed in this Schedule 13D, none of the Rio Tinto Companies nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Schedule 13D, none of the Rio Tinto Companies nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any other Shares which they may be deemed to beneficially own.

Except as disclosed in this Schedule 13D, none of the Rio Tinto Companies nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

To the best respective knowledge of the Rio Tinto Companies, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Rio Tinto Companies.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The disclosure set forth in response to Item 4 is hereby incorporated by reference in this Item 6.

Item 7. Materials to be Filed as Exhibits


Exhibit Number		Description

A		Binding Term Sheet between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited dated August 31, 2022.

B		Press Release dated September 1, 2022.

C		Press Release dated August 24, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.²

¹	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

²	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

-10-


E		Non-binding proposal letter, dated March 13, 2022.³

F		Press Release dated March 14, 2022.³

G		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁴

H		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁵

I		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁶

J		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁷

K		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

L		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁸

M		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

N		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

O		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

P		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

Q		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

R		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹¹

S		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹²

T		Press Release dated August 24, 2011.¹³

U		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁴

V		Press Release dated January 24, 2012.¹⁴

³	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁶	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁷	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

⁸	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

⁹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

¹⁰	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹¹	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹²	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹³	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁴	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

-11-


W		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁵

X		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁶

Y		Press Release dated July 30, 2012.¹⁷

Z		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁸

AA		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

BB		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁰

CC		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

DD		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

¹⁵	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on July 3, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

¹⁹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁰	Filed as an exhibit to the amended Schedule 13D on August 14, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

²¹	Filed as an exhibit to the amended Schedule 13D on August 28, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

-12-

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2022


Rio Tinto plc

By:		/s/ Steven Allen
		Name: Steven Allen
		Title: Company Secretary

Rio Tinto International Holdings Limited

By:		/s/ Steven Allen
		Name: Steven Allen
		Title: Director

7999674 Canada Inc.

By:		/s/ Julie Parent
		Name: Julie Parent
		Title: Secretary

46117 Yukon Inc.

By:		/s/ Julie Parent
		Name: Julie Parent
		Title: Secretary

535630 Yukon Inc.

By:		/s/ Julie Parent
		Name: Julie Parent
		Title: Secretary

SCHEDULE A

The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:

Rio Tinto plc

Directors and Executive Officers


Name	Present Principal Occupation	Business Address	Citizenship

*Directors*
Dominic Barton BMM	Chairman of Rio Tinto	6 St James’s Square London SW1Y 4AD United Kingdom	Canada
Jakob Stausholm	Chief Executive, Rio Tinto	6 St James’s Square London SW1Y 4AD United Kingdom	Denmark
Peter Cunningham	Chief Financial Officer	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Megan Clark AC	Company Director	Level 43, 120 Collins Street Melbourne VIC 3000 Australia	Australia
Simon Henry	Company Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Sam Laidlaw	Company Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Ben Wyatt	Company Director	Level 43, 120 Collins Street Melbourne VIC 3000 Australia	Australia
Simon McKeon AO	Company Director	Level 43, 120 Collins Street Melbourne VIC 3000 Australia	Australia
Jennifer Nason	Company Director	6 St James’s Square London SW1Y 4AD United Kingdom	United States /Australia
Ngaire Woods CBE	Company Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom


Name	Present Principal Occupation	Business Address	Citizenship

*Executive Officers*
Jakob Stausholm	Chief Executive	6 St James’s Square London SW1Y 4AD United Kingdom	Denmark
Bold Baatar	Chief Executive, Copper	6 St James’s Square London SW1Y 4AD United Kingdom	Mongolia
Alf Barrios	Chief Commercial Officer	#20-01 Marina Bay Financial Centre Tower 3, 12 Marina Blvd., 1892, Singapore	Spain /United States
Peter Cunningham	Chief Financial Officer	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Mark Davies	Chief Technical Officer	6 St James’s Square London SW1Y 4AD United Kingdom	Australia
Isabelle Deschamps	Chief Legal Officer & External Affairs	6 St James’s Square London SW1Y 4AD United Kingdom	Canada
Sinead Kaufman	Chief Executive, Minerals	6 St James’s Square London SW1Y 4AD United Kingdom	Ireland /Australia
James Martin	Chief People Officer	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Kellie Parker	Chief Executive Australia	6 St James’s Square London SW1Y 4AD United Kingdom	Australia
Arnaud Soirat	Chief Operating Officer	6 St James’s Square London SW1Y 4AD United Kingdom	France
Simon Trott	Chief Executive, Iron Ore	6 St James’s Square London SW1Y 4AD United Kingdom	Australia
Ivan Vella	Chief Executive, Aluminum	400-1190 Avenue des Canadiens-de-Montréal, Montréal, Québec H3B 0E3, Canada	Australia

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Rio Tinto International Holdings Limited

Directors and Executive Officers


Name	Present Principal Occupation	Business Address	Citizenship

*Directors*
Matthew Cox	Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
Steven Allen	Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
John Kiddle	Director	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom


Name	Present Principal Occupation	Business Address	Citizenship

*Executive Officers*
Rio Tinto Secretariat Limited	Secretary	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
7999674 Canada Inc. Directors and Executive Officers
Name	Present Principal Occupation	Business Address	Citizenship

*Directors*
Robert Morgan	Director and President	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada
Julie Parent	Director and Secretary	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada
Robert Morgan	President	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada
Julie Parent	Secretary	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

46117 Yukon Inc.

Director and Executive Officer


Name	Present Principal Occupation	Business Address	Citizenship

*Executive Officers*

Robert Morgan	President	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

Julie Parent	Secretary	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

535630 Yukon Inc.

Director and Executive Officer


Name	Present Principal Occupation	Business Address	Citizenship

*Directors*

Robert Morgan	Director and President	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

Julie Parent	Director and Secretary	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada


Name	Present Principal Occupation	Business Address	Citizenship

*Executive Officers*

Robert Morgan	President	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

Julie Parent	Secretary	400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada	Canada

EXHIBIT INDEX


Exhibit Number		Description

A		Binding Term Sheet between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited dated August 31, 2022.

B		Press Release dated September 1, 2022.

C		Press Release dated August 24, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.²

E		Non-binding proposal letter, dated March 13, 2022.³

F		Press Release dated March 14, 2022.³

G		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁴

H		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁵

I		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁶

J		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁷

K		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

L		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁸

M		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

N		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

O		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

¹	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

²	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

³	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁶	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁷	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

⁸	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

⁹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.


P		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

Q		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

R		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹¹

S		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹²

T		Press Release dated August 24, 2011.¹³

U		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁴

V		Press Release dated January 24, 2012.¹⁴

W		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁵

X		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁶

Y		Press Release dated July 30, 2012.¹⁷

Z		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁸

AA		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

BB		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁰

CC		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

DD		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

¹⁰	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹¹	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹²	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹³	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁴	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁵	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on July 3, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

¹⁹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁰	Filed as an exhibit to the amended Schedule 13D on August 14, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

²¹	Filed as an exhibit to the amended Schedule 13D on August 28, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

Exhibit A

TERM SHEET

This Term Sheet (the “Term Sheet”) sets out the general terms and conditions of the proposed acquisition by Rio Tinto plc, through its wholly owned subsidiary, Rio Tinto International Holdings Limited, of all of the issued and outstanding common shares of Turquoise Hill Resources Ltd. (“Common Shares”) that Rio Tinto does not own by way of a plan of arrangement (the “Transaction”).


ACQUIROR:		Rio Tinto plc (“Rio Tinto”) through its wholly-owned subsidiary, Rio Tinto International Holdings Limited (“RTIHL”)

TARGET:		Turquoise Hill Resources Ltd. (“Turquoise Hill”)

TRANSACTION:		Rio Tinto will acquire all of the issued and outstanding Common Shares that it does not own for consideration of C$43 per Common Share (the “Consideration”). The Transaction will proceed by way of a plan of arrangement under the Business Corporations Act (Yukon) (the “Arrangement”) and will be subject to customary closing conditions, including approval by shareholders of Turquoise Hill as follows: 1. Approval by 66 2/3% of the votes cast at the Turquoise Hill shareholder meeting; and 2. Approval by a majority of the votes cast at the Turquoise Hill shareholder meeting by minority shareholders. The Board of Directors of Turquoise Hill (“Board”) (excluding Rio Tinto’s two nominees), acting on the recommendation of the Special Committee of the Board (the “Special Committee”), will make a unanimous recommendation that minority shareholders vote in favour of the Transaction and include such recommendation in the joint press release announcing the execution of the Arrangement Agreement.

HOA AMENDMENTS:		Concurrently with entering into the Arrangement Agreement, the Parties agree to amend the Amended and Restated Heads of Agreement dated 18 May 2022 (the “HoA”) as follows (all capitalized terms have the meanings ascribed to such term under the HoA): 1. to increase the US$400 million Early Advance agreed to in May to US$650 million, with the conditions precedent to the Early Advance being deemed to have been satisfied (other than paragraphs 4 to 7 of Schedule “C” of the HoA), provided that if, on 14 February 2023, it is anticipated that the funding shortfall, if any, for Turquoise Hill and its subsidiaries for March 2023 will exceed the amount remaining available under the Early Advance (after allowing for the need for cash reserves for working capital purposes of US$200 million in the aggregate but not taking into account the Advance), the parties shall in good faith discuss increasing the Early Advance by the lesser of such funding shortfall and US$100 million;

2. increase the minimum amount of the Initial Equity Offering to the greater of US$650 million and the amount drawn under the Early Advance;

3. to extend the date by which the Initial Equity Offering must be conducted to 31 March 2023 but subject to a day for day extension if the shareholder vote on the Transaction is held after October 25, but subject to an outside date of 31 May 2023, if the delay is either at the request of Rio Tinto, due to delays outside of the control of Turquoise Hill (such as regulatory review), or otherwise not attributable to Turquoise Hill failing to have prepared a meeting circular by September 30. The maturity date for repayment of the Early Advance will be extended on an equivalent basis but will be repayable at the time of the Initial Equity Offering raise if this is earlier;

4. should Turquoise Hill’s obligation to satisfy the December 2022 principal repayment under the Oyu Tolgoi project finance facility arise following the execution of the Arrangement Agreement for the Transaction, Rio Tinto will ensure the US$362 million will be made available to Turquoise Hill to satisfy such repayment obligation on the same terms as the Early Advance; and

5. Rio Tinto shall provide its commitment to Turquoise Hill to participate pro rata in the Initial Equity Offering, subject to the pre-conditions contained in Schedule “C” of the HoA and payment by Turquoise Hill to Rio Tinto of a commitment fee equal 0.5% of the aggregate amount of Rio Tinto’s participation at the time of closing of the Initial Equity Offering.

The HOA amendments will be subject to Turquoise Hill complying in all material respects with its covenants under the Arrangement Agreement.

An amended and restated HOA will be executed concurrently with the Arrangement Agreement.


TRANSACTION DOCUMENTS:		The acceptance of this Term Sheet will be followed by the good faith negotiation of definitive documentation including: 1. a definitive arrangement agreement (the “Arrangement Agreement”) which will contain, among other things, representations, warranties, covenants and such other terms and conditions as are customary for a transaction of this nature including without limitation, a unanimous recommendation by the Board (excluding Rio Tinto’s two nominees), acting on the recommendation of the Special Committee, that minority shareholders vote in favour of the Transaction; 2. an amended HOA which will contain the amendments contemplated above (the “Amended HOA”); and 3. voting support agreements (the “Voting Support Agreements”) pursuant to which each of officers and directors of Turquoise Hill will agree to vote their Common Shares in favour of the Transaction. All documentation shall be in form and content satisfactory to each of the parties and their respective counsel, acting reasonably. The Arrangement Agreement, Amended HoA and Voting Support Agreements (collectively, the “Transaction Documents”) shall also contain such other terms, conditions and agreements to which the parties hereto may reasonably request and agree in order to complete the Transaction. The Arrangement Agreement, Amended HOA and the Voting Support Agreements will be entered into concurrently.

NO EQUITY:		Pending execution of the Transaction Documents, Turquoise Hill agrees that it will not raise any additional equity capital, including through a rights offering, bought deal or other share or convertible security placement.

CONDITIONS:		The entering into of the Arrangement Agreement and Amended HoA are subject to the following conditions: 1. finalisation of acceptable Transaction Documents by the Parties; 2. receipt of executed acceptable Voting Support Agreements from each of the directors and officers of Turquoise Hill; and 3. the approval of the Boards of Directors of each of the Parties and the unanimous recommendation of the Board (excluding the two Rio Tinto nominees), acting on the recommendation of the Special Committee of the Board, that minority shareholders vote in favour of the Transaction.


TIMING FOR TRANSACTION:		The Parties acknowledge the liquidity needs of Turquoise Hill and agree that they will use their commercially reasonable efforts to complete the Transaction as expeditiously as reasonably possible.

DISCLOSURE OF TERM SHEET:		No disclosure or announcement, public or otherwise, in respect of this Term Sheet or the transactions contemplated herein will be made by any party without the prior approval of the other party hereto as to timing, content and method, provided that the obligations herein will not prevent any party from making, after consultation with the other party, such disclosure as its counsel advises is required by applicable law or the rules and policies of any applicable stock exchange. Each party agrees to issue a press release disclosing the execution of this Term Sheet in a form to be agreed by the other Party, including a statement regarding the Special Committee’s unanimous approval of entering into this Term Sheet.

TIME OF ESSENCE:		Following execution of the Arrangement Agreement, each of Rio Tinto and Turquoise Hill shall use commercially reasonable efforts to pursue all matters necessary to complete the Transaction, including, where necessary, seeking necessary shareholder approvals and to solicit proxies in favour of the Transaction.

BINDING NATURE OF TERM SHEET:		In consideration of the mutual undertakings of the parties to this Term Sheet and for good and valuable consideration (the receipt and sufficiency of which is acknowledged by each signatory hereto), upon execution by the Turquoise Hill indicating its acceptance hereof, this Term Sheet and each provision hereof shall constitute a legally binding and enforceable agreement of Rio Tinto and Turquoise Hill. Each such party shall do or cause to be done all such acts and things as are reasonably necessary to implement the Transaction contemplated by this Term Sheet.

TERMINATION:		This Term Sheet shall terminate with the parties having no obligations to each other on the day on which the earliest of the following events occurs: a. the parties entering into the Arrangement Agreement; b. written agreement of all parties to terminate this Term Sheet; or c. 5:00 p.m. (Toronto time) on 12 September 2022, if the Arrangement Agreement has not been entered into on such date, or such other date as may be agreed in writing by the Parties, acting reasonably, provided that the term sheet shall not terminate automatically on 12 September 2022 if there is a delay in execution of the Arrangement Agreement as a result of third party actions or a delay in the delivery of the oral fairness opinion or valuation by Turquoise Hill’s financial advisors.


GOVERNING LAW:		This Term Sheet will be construed in all respects under and be subject to the laws of the Province of British Columbia and the federal laws of Canada applicable therein which are applicable to agreements entered into and performed within the Province of British Columbia.

This Term Sheet may be executed in counterpart and evidenced by e-mail or other electronic copy thereof and all such counterpart execution or electronic copies shall constitute one document.

[The remainder of this page is intentionally left blank]

In witness whereof Rio Tinto, RTIHL and Turquoise Hill have executed this Term Sheet effective as of 31 August 2022 .


RIO TINTO PLC

Per:		/s/ Jakob Stausholm
		Name: Jakob Stausholm
		Title: Chief Executive - Rio Tinto

RIO TINTO INTERNATIONAL HOLDINGS LIMITED

Per:		/s/ Steve Allen
		Name: Steve Allen
		Title: Director


TURQUOISE HILL RESOURCES LTD.

Per:		/s/ Maryse Saint-Laurent
		Name: Maryse Saint-Laurent
		Title: Director

Exhibit B


				Notice to ASX/LSE

01 September 2022

Rio Tinto and Turquoise Hill reach agreement in principle for Rio Tinto to acquire full ownership of Turquoise Hill for C$43 per share in cash

Rio Tinto and Turquoise Hill Resources Ltd. (“Turquoise Hill”) have reached an agreement in principle for Rio Tinto to acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto does not currently own for C$43 per share in cash (the “Transaction”). The agreement has the unanimous approval of the independent Special Committee of Turquoise Hill’s Board of Directors (the “Special Committee”), and values the Turquoise Hill minority share capital at approximately US$3.3 billion.

The purchase price of C$43 per share in cash represents Rio Tinto’s best and final offer and a premium of: 67% to Turquoise Hill’s closing price of C$25.68 per share on 11 March 2022, being the day prior to Rio Tinto’s initial public non-binding proposal to acquire Turquoise Hill, and 125% to Turquoise Hill’s closing price of C$19.12 per share on 24 January 2022, the day before agreeing on a path forward between the Government of Mongolia, Turquoise Hill and Rio Tinto that enabled commencement of the underground mine at Oyu Tolgoi (“OT”).

The Transaction is to be implemented by way of a plan of arrangement under the Business Corporations Act (Yukon) and both companies intend to expeditiously finalise an arrangement agreement (the “Arrangement Agreement”). An announcement will be made with details of the Arrangement Agreement once executed.

The Transaction will require the approval of 66.67% of votes cast by shareholders of Turquoise Hill (including Rio Tinto) and the approval of a simple majority of the votes cast by minority shareholders of Turquoise Hill. A special meeting of shareholders of Turquoise Hill to approve the Transaction is expected as early as possible in the fourth quarter of 2022 and, if approved, the Transaction is expected to close shortly thereafter.

Rio Tinto and Turquoise Hill have also agreed in principle to the following amendments to the financing Heads of Agreement (“HoA”), to become effective concurrently with the execution of the Arrangement Agreement, to support Turquoise Hill in addressing near term liquidity:

•

Increasing the early advance facility agreed in May to US$650 million from US$400 million, provided that if there is an anticipated funding shortfall for March 2023 the parties will in good faith discuss increasing the early advance facility by up to an additional US$100 million;

•

Extending the outside date by which the initial equity of US$650 million must be raised and early advance facility repaid from 31 December 2022 to 31 March 2023 and potentially to 31 May 2023 in the event of regulatory delays to the Arrangement Agreement;

•

In the event the Transaction has not been approved when the December 2022 principal repayment obligation of US$362 million by Turquoise Hill under the OT project finance facility arises, Rio Tinto has committed to ensuring funds are available to Turquoise Hill. The funds for this payment would be made available on the same terms as the Early Advance and being repayable to Rio Tinto at the same time as the Initial Equity Offering; and

•

Providing to Turquoise Hill Rio Tinto’s commitment to participate pro rata in the Initial Equity Offering subject to certain pre-conditions set forth in the HoA.

Rio Tinto Chief Executive Jakob Stausholm said: “Rio Tinto is committed to moving Oyu Tolgoi forward in direct partnership with the Government of Mongolia to realise its full potential for all stakeholders. This agreement represents another significant step following the recent commencement of the underground operations, and will simplify governance, improve efficiency and create greater certainty of funding for the long-term success of the Oyu Tolgoi project.”

Rio Tinto Copper Chief Executive Bold Baatar said: “The transaction simplifies the ownership structure of Oyu Tolgoi and enables Rio Tinto to focus on working in partnership directly with Erdenes Oyu Tolgoi and the Government of Mongolia to create long-term value for all stakeholders.

“Turquoise Hill minority shareholders will realise a significant and immediate cash premium for their shares at a time when uncertainties inherent in the development of the underground operations remain. Turquoise Hill will also avoid the issuance of any equity component as part of the US$3.6 billion incremental funding requirement through to the completion of the Oyu Tolgoi project. Securing the approval of the Special Committee to our agreement in principle, following extensive negotiations, was essential for Rio Tinto to progress this proposed transaction.”

Advisors

Credit Suisse, RBC Capital Markets and Rothschild & Co are acting as financial advisors to Rio Tinto, and McCarthy Tétrault LLP and Sullivan & Cromwell LLP are acting as legal advisors.

BMO Capital Markets is acting as the exclusive financial advisor to the Turquoise Hill Special Committee and Blake, Cassels & Graydon LLP is acting as its legal advisor. TD Securities has been retained by the Special Committee as an independent valuator in accordance with applicable securities laws.

Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Canadian and U.S. legal counsel, respectively, to Turquoise Hill.

Notes to editors

If the Transaction is successful Rio Tinto will hold a 66% interest in Oyu Tolgoi with the remaining 34% owned by the Government of Mongolia.

Rio Tinto Canadian early warning disclosure

Rio Tinto currently beneficially owns 102,196,643 common shares of Turquoise Hill, representing approximately 51% of the issued and outstanding common shares of Turquoise Hill. Rio Tinto also has anti-dilution rights that permit it to acquire additional securities of Turquoise Hill so as to maintain its proportionate equity interest in Turquoise Hill from time to time.

A copy of the related early warning report may be obtained from Rio Tinto’s Group Company Secretary.

The head office of Turquoise Hill is located at 1 Place Ville-Marie, Suite 3680, Montreal, Quebec, Canada H3B 3P2.

Additional disclosures

This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with registration and other requirements under applicable law.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this release, are forward-looking statements. The words “intend”, “forecast”, “project”, “anticipate”, “estimate”, “plan”, “believes”, “expects”, “may”, “should”, “will”, “target”, “pursue”, “seek” or similar expressions, commonly identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially include, but are not limited to, those relating to whether the Arrangement Agreement will be executed, or whether this or any other transaction will be consummated. Rio Tinto expressly disclaims any obligation or undertaking (except as required by applicable law, the UK Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Listing Rules of the Australian Securities Exchange) to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All information provided in this press release, including the forward-looking statements herein, speak only as of the date of this press release.

This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of Rio Tinto plc is Steve Allen, Group Company Secretary.

LEI: 213800YOEO5OQ72G2R82

Classification: 3.1. Information disclosed under article 19 of the Market Abuse Regulation.

Notice to ASX/LSE

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Contacts				Please direct all enquiries to media.enquiries@riotinto.com

Media Relations, UK

Illtud Harri

M +44 7920 503 600

Matthew Klar

M+ 44 7796 630 637

David Outhwaite

M +44 7787 597 493

Media Relations, Americas

Simon Letendre
M +514 796 4973

Malika Cherry
M +1 418 592 7293

Investor Relations, UK

Menno Sanderse

M: +44 7825 195 178

David Ovington

M +44 7920 010 978

Clare Peever

M +44 7788 967 877

Media Relations, Australia

Jonathan Rose

M +61 447 028 913

Matt Chambers

M +61 433 525 739

Jesse Riseborough

M +61 436 653 412

Investor Relations, Australia

Amar Jambaa

M +61 472 865 948

Rio Tinto plc

6 St James’s Square
London SW1Y 4AD
United Kingdom

T +44 20 7781 2000
Registered in England

No. 719885

Rio Tinto Limited

Level 43, 120 Collins Street

Melbourne 3000

Australia

T +61 3 9283 3333

Registered in Australia

ABN 96 004 458 404

This announcement is authorised for release to the market by Steve Allen, Rio Tinto’s Group Company Secretary.

riotinto.com

Notice to ASX/LSE

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