TURQUOISE HILL RESOURCES LTD. (Form: SC 13D/A, Received: 11/17/2022 17:12:00)

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. 34)*

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

November 17, 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 13 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 13 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 13 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 13 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 13 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. 34 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, August 25, 2022, September 1, 2022, September 6, 2022, October 25, 2022 and November 2, 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”).

All references herein to “$” and “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars.

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:

As previously reported, on September 5, 2022, Rio Tinto, RTIH and the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) in respect of a plan of arrangement under the Business Corporations Act (Yukon) (the “YBCA”). The Arrangement Agreement provides for the terms and conditions pursuant to which Rio Tinto has agreed to acquire all of the outstanding share capital in the Company that is not owned directly or indirectly 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) (the “Minority Shareholders”) would receive C$43.00 in cash per Share.

The terms of the Arrangement Agreement further provide that the Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Yukon) (the “Plan of Arrangement”). The Plan of Arrangement and the implementation of the arrangement set forth therein between the Company, its shareholders, RTIH and Rio Tinto (the “Arrangement”) is subject to the review and approval of the Supreme Court of Yukon. In addition, the Arrangement is subject to certain other conditions, including, among other customary closing conditions, (i) approval of sixty-six and two-thirds percent (66-2/3%) of votes cast by shareholders of the Company (including the Rio Tinto Companies) (the “Company Shareholders”) and (ii) approval of a majority of votes cast by the Minority Shareholders.

The Arrangement Agreement and the Arrangement have been approved by the Boards of Directors of the Company (the “Company Board”) and a special committee of the Company Board comprised solely of independent directors (the “Special Committee”).

As previously reported, on November 1, 2022, in connection with the Arrangement Agreement, RTIH and Rio Tinto entered into agreements (each, an “Agreement”) with certain Minority Shareholders affiliated with Pentwater Capital Management LP and Sailingstone Capital Partners LLC (such Minority Shareholders collectively, the “Withholding Shareholders”), pursuant to which, among other things, each Withholding Shareholder agreed to conduct any dissent proceedings relating to the Arrangement and certain other claims by arbitration in accordance with the terms of the applicable Agreement.

On November 17, 2022, RTIH and Rio Tinto entered into agreements (the “Termination Agreements”) with the Withholding Shareholders, pursuant to which RTIH, Rio Tinto and the Withholding Shareholders have agreed to terminate each of the Agreements. Pursuant to the Termination Agreements, the provisions of the Agreements are void and neither RTIH, Rio Tinto nor any of the Withholding Shareholders have any further liability or obligation thereunder. Other than the Termination Agreements, there is no agreement, understanding or commitment between RTIH or Rio Tinto on the one hand and any of the Withholding Shareholders on the other hand, including in any way related to the Arrangement Agreement, any oppression or other claims of the Withholding Shareholders or any of their respective affiliates or any other matter.

On November 17, 2022, Rio Tinto issued a press release (the “Update Press Release”), a copy of which is attached hereto as Exhibit C. As set forth in the Update Press Release, in addition to announcing entry into the Termination Agreements, Rio Tinto also reaffirmed that all Minority Shareholders (including the Withholding Shareholders) have access to the same dissent rights and statutory processes in accordance with the provisions of Section 193 of the YBCA relating to the Arrangement, as set forth in further details in the Company’s management proxy circular dated September 27, 2022.

As described in the Update Press Release, Rio Tinto has also irrevocably committed to:

•

Waive the 12.5% dissent condition in respect of the Arrangement, provided the Shares for which dissent is validly exercised do not exceed 17.5% of Shares outstanding;

•

Pay C$34.40 per Share (the “Upfront Payment”) to any Company Shareholder who validly dissents to the Arrangement (a “Dissenting Shareholder”) and elects to receive such amount (an “Electing Shareholder”) within two business days of effective date of the Arrangement (the “Effective Date”);

•

Pay to an Electing Shareholder interest at the Canada 1 Year Treasury Bill Yield on any balance of “fair value” that becomes payable under the dissent process over and above the Upfront Payment up to C$43.00 per Share, calculated from the Effective Date to the date of any such payment, provided that no other interest shall be payable to an Electing Shareholder in respect of any fair value payment; and

•

Allow any oppression claims by any Minority Shareholders, including Electing Shareholders, against the Company, Rio Tinto or their respective affiliates to survive the Arrangement and be pursued following the Effective Date, where such claims are served on or provided to the Company and Rio Tinto no later than seven days following the Effective Date.

As set forth in the Update Press Release, Rio Tinto also confirmed that there is no floor or minimum to the determination of “fair value” under any dissent proceedings and no assurance can be provided that Dissenting Shareholders will receive the full C$43.00 for their Shares. Rio Tinto recommends that Minority Shareholders seek independent legal advice if they wish to exercise their dissent rights in respect of the Arrangement.

The foregoing descriptions of the Termination Agreements, the Update Press Release, the Agreements and the Arrangement Agreement do not purport to be complete and they are qualified in their entirety by reference to Exhibit A, B, C, D, E and H respectively, which are incorporated herein by reference.

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 Arrangement 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.

-8-

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.).

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 September 30, 2022, as disclosed by the Company in its Management’s Discussion and Analysis of Financial Condition and Results of Operation for the period ended September 30, 2022 attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on November 14, 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.

-9-

Item 7. Materials to be Filed as Exhibits


Exhibit Number		Description

A		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.*

B		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.*

C		Update Press Release dated November 14, 2022.

D		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.¹^*

E		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.^1*

F		Press Release dated November 1, 2022.¹

G		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.²

H		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.³

I		Press Release dated September 6, 2022.³

J		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.³

K		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.³

L		Form of Voting Agreement entered into severally by Rio Tinto plc and Rio Tinto International Holdings Limited, on the one hand, and each of Maryse Saint-Laurent, Peter Gillen, Russel Robertson, George Burns, Caroline Donally, Steve Thibeault, Luke Colton, Jo-Anne Dudley, Dustin Isaacs and Roy McDowall , on the other hand.³

M		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, 2022.⁴

N		Press Release dated September 1, 2022.⁴

O		Press Release dated August 24, 2022.⁵

P		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.⁶

Q		Non-binding proposal letter, dated March 13, 2022.⁷

R		Press Release dated March 14, 2022.⁷

¹	Filed as an exhibit to the amended Schedule 13D on November 2, 2022.

²	Filed as an exhibit to the amended Schedule 13D on October 25, 2022.

³	Filed as an exhibit to the amended Schedule 13D on September 6, 2022

⁴	Filed as an exhibit to the amended Schedule 13D on September 1, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁷	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

*	Personally identifiable information has been redacted from each of these exhibits.

-10-


S		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁸

T		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁹

U		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.¹⁰

V		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.¹¹

W		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹²

X		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.¹²

Y		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹²

Z		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹³

AA		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹³

BB		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁴

CC		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁴

DD		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹⁵

EE		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹⁶

FF		Press Release dated August 24, 2011.¹⁷

GG		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁸

HH		Press Release dated January 24, 2012.¹⁸

II		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁹

⁸	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

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

¹⁰	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

¹¹	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

¹²	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹⁵	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹⁶	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁸	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁹	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

-11-


JJ		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.²⁰

KK		Press Release dated July 30, 2012.²¹

LL		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.²²

MM		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²³

NN		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁴

OO		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²⁵

PP		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²⁵

²⁰	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

²¹	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

²²	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.

²³	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁴	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.

²⁵	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: November 17, 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

-15-

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

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

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		Termination Agreement, dated November 16, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.*

B		Termination Agreement, dated November 16, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.*

C		Update Press Release dated November 14, 2022.

D		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.¹^*

E		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.^1*

F		Press Release dated November 1, 2022.¹

G		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.²

H		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.³

I		Press Release dated September 6, 2022.³

J		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.³

K		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.³

L		Form of Voting Agreement entered into severally by Rio Tinto plc and Rio Tinto International Holdings Limited, on the one hand, and each of Maryse Saint-Laurent, Peter Gillen, Russel Robertson, George Burns, Caroline Donally, Steve Thibeault, Luke Colton, Jo-Anne Dudley, Dustin Isaacs and Roy McDowall , on the other hand.³

M		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, 2022.⁴

N		Press Release dated September 1, 2022.⁴

O		Press Release dated August 24, 2022.⁵

P		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.⁶

Q		Non-binding proposal letter, dated March 13, 2022.⁷

R		Press Release dated March 14, 2022.⁷

¹	Filed as an exhibit to the amended Schedule 13D on November 2, 2022.

²	Filed as an exhibit to the amended Schedule 13D on October 25, 2022.

³	Filed as an exhibit to the amended Schedule 13D on September 6, 2022

⁴	Filed as an exhibit to the amended Schedule 13D on September 1, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁷	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

^*	Personally identifiable information has been redacted from each of these exhibits.


S		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁸

T		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁹

U		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.¹⁰

V		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.¹¹

W		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹²

X		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.¹²

Y		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹²

Z		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹³

AA		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹³

BB		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁴

CC		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁴

DD		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹⁵

EE		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹⁶

FF		Press Release dated August 24, 2011.¹⁷

GG		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁸

HH		Press Release dated January 24, 2012.¹⁸

II		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁹

JJ		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.²⁰

⁸	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

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

¹⁰	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

¹¹	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

¹²	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹⁵	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹⁶	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁸	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁹	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

²⁰	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.


KK		Press Release dated July 30, 2012.²¹

LL		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.²²

MM		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²³

NN		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁴

OO		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²⁵

PP		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²⁵

²¹	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

²²	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.

²³	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁴	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.

²⁵	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

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT is made as of the 17^th day of November, 2022.

AMONG:

THE PARTIES LISTED ON SCHEDULE “A” ATTACHED HERETO

(each a “Securityholder” and together the “Securityholders”)

- and -

RIO TINTO INTERNATIONAL HOLDINGS LIMITED,

a company existing under the laws of the United Kingdom

(the “Purchaser”)

- and -

RIO TINTO PLC,

a company existing under the laws of the United Kingdom

(“Rio Tinto”)

WHEREAS the Securityholders, the Purchaser and Rio Tinto (collectively, the “Parties”) are parties to the agreement dated November 1, 2022 attached hereto as Schedule “B” (the “Agreement”).

AND WHEREAS each of the Parties desire to terminate the Agreement.

AND WHEREAS Rio Tinto has advised that it intends to issue a news release in the form attached hereto as Schedule “C” disclosing the entering into of this Termination Agreement and setting forth certain irrevocable commitments (the “Public Commitments”) to all minority shareholders of Turquoise Hill Resources Ltd. (the “Company”).

NOW THEREFORE this Termination Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the Parties hereto agree as follows:

ARTICLE 1

TERMINATION

1.1

Termination

Each of the Parties hereby agrees to terminate the Agreement with immediate effect and acknowledges and agrees that the provisions of the Agreement are void and no Party shall have any liability or obligation to any other Party in respect of the Agreement.

ARTICLE 2

GENERAL

2.1

Further Assurances

Each Party hereto will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as another Party may reasonably require and at the requesting Party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Termination Agreement.

2.2

Governing Law

This Termination Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Termination Agreement.

2.3

Entire Agreement

This Termination Agreement, including the schedules hereto, constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

2.4

No Other Agreement

Each Party acknowledges and agrees that, upon the execution of this Termination Agreement and the making of the Public Commitments by Rio Tinto to all minority shareholders of the Company, there is no other agreement, understanding or commitment, written or oral, between Rio Tinto or the Purchaser on the one hand and any of the Securityholders on the other hand, including in any way related to the arrangement agreement entered into between the Company, the Purchaser and Rio Tinto dated September 5, 2022, any dissent rights of the Securityholders, any oppression or other claims of the Securityholders against the Company, Rio Tinto or any of their respective affiliates, or any other matter.

2.5

Expenses

Each of the Parties shall pay its respective costs and expenses incurred in connection with the preparation, execution and delivery of this Termination Agreement.

2.6

Counterparts

This Termination Agreement may be executed in any number of counterparts (including counterparts by pdf) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed pdf or similar executed electronic copy of this Termination Agreement, and such pdf or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

IN WITNESS WHEREOF the Parties have executed this Termination Agreement as of the date first written above.


RIO TINTO INTERNATIONAL HOLDINGS LIMITED

By:		[***]
		Name: [*] Title: [*]

RIO TINTO PLC

By:		[***]
		Name: [*] Title: [*]

SCHEDULE “A”

Securityholders


Name of Securityholder	Name and Title of Authorized Signatory	Signature
PWCM Master Fund Ltd.	[***]	[***]

Pentwater Credit Master Fund Ltd.	[***]	[***]

Pentwater Equity Opportunities Master Fund Ltd.	[***]	[***]

LMA SPC for and on behalf of MAP 98 Segregated Portfolio	[***]	[***]

Oceana Master Fund Ltd.	[***]	[***]

Pentwater Merger Arbitrage Master Fund Ltd.	[***]	[***]

Crown Managed Accounts SPC	[***]	[***]

Investment Opportunities 3 Segregated Portfolio	[***]	[***]

Pentwater Unconstrained Master Fund Ltd	[***]	[***]

Matthew Halbower and Julie Halbower	[***]	[***]

Halbower Legacy Trust* * Registered as Halbower Legacy Trust 1	[***]	[***]

Halbower Legacy Trust II	[***]	[***]


Halbower Legacy Trust III	[***]	[***]

Halbower Annuity Trust* * Registered as Matthew Halbower Annuity	[***]	[***]

Robert Donath	[***]	[***]

Jeffrey D. Peterson	[***]	[***]

Michael E. O’Connor Jr.	[***]	[***]

Pentwater Metric Merger Arbitrage Fund LP	[***]	[***]

Pentwater Capital Management LP	[***]	[***]

Schedule “B”

Agreement

(see attached)

*	Filed as Exhibit A to the amended Schedule 13D on November 2, 2022.

Schedule “C”

Press Release

(see attached)

*	Filed as Exhibit C to this amended Schedule 13D.

Exhibit B

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT is made as of the 17^th day of November, 2022.

AMONG:

THE PARTIES LISTED ON SCHEDULE “A” ATTACHED HERETO

(each a “Securityholder” and together the “Securityholders”)

- and -

RIO TINTO INTERNATIONAL HOLDINGS LIMITED,

a company existing under the laws of the United Kingdom

(the “Purchaser”)

- and -

RIO TINTO PLC,

a company existing under the laws of the United Kingdom

(“Rio Tinto”)

AND WHEREAS each of the Parties desire to terminate the Agreement.

NOW THEREFORE this Termination Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the Parties hereto agree as follows:

ARTICLE 1

TERMINATION

1.1

Termination

ARTICLE 2

GENERAL

2.1

Further Assurances

2.2

Governing Law

2.3

Entire Agreement

2.4

No Other Agreement

2.5

Expenses

Each of the Parties shall pay its respective costs and expenses incurred in connection with the preparation, execution and delivery of this Termination Agreement.

2.6

Counterparts

IN WITNESS WHEREOF the Parties have executed this Termination Agreement as of the date first written above.


RIO TINTO INTERNATIONAL HOLDINGS LIMITED

By:		[***]
		Name:[*] Title: [*]


RIO TINTO PLC

By:		[***]
		Name:[*] Title:[*]

SCHEDULE “A”

Securityholders


Name of Securityholder	Name and Title of Authorized Signatory	Signature
Victory Global Energy Transition Fund	[***]	[***]
SailingStone Global Natural Resources Fund LP	[***]	[***]
The Trustees of the University of Pennsylvania	[***]	[***]
University of Pennsylvania Master Retirement Trust	[***]	[***]
The Trustees of the University of Pennsylvania Medical and Death Benefits Trust	[***]	[***]

Schedule “B”

Agreement

(see attached)

*	Filed as Exhibit B to the amended Schedule 13D on November 2, 2022.

Schedule “C”

Press Release

(see attached)

*	Filed as Exhibit C to this amended Schedule 13D.

Exhibit C


		Notice to ASX/LSE

17 November 2022

Update on Transaction with Turquoise Hill Resources

Rio Tinto has carefully considered the concerns raised by minority shareholders of Turquoise Hill Resources Ltd. (“Turquoise Hill”) in relation to the dissent and dispute resolution provisions in the agreements (the “Agreements”) it entered into with certain funds and other entities related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (the “Named Securityholders”) that were previously announced on 1 November 2022. Rio Tinto in good faith has been negotiating with the Special Committee of Turquoise Hill on comparable provisions for other minority shareholders. However, notwithstanding the parties best efforts, those negotiations have been unsuccessful.

Rio Tinto has now agreed to terminate the Agreements with the Named Securityholders. While Rio Tinto’s proposed transaction to acquire, by way of a plan of arrangement (the “Arrangement”), the approximately 49% of the issued and outstanding shares of Turquoise Hill that Rio Tinto does not own for C$43.00 per share in cash (the “Proposed Transaction”) will proceed, there is no assurance that any of the Named Securityholders will continue to withhold their vote or whether any of them will vote for or against the Arrangement. Copies of the termination agreements are being publicly filed by Rio Tinto as part of its 13D amendment in the U.S.

All minority shareholders of Turquoise Hill will have access to the same dissent rights and statutory process through the Yukon Courts for Rio Tinto’s Proposed Transaction as described in Turquoise Hill’s circular dated 27 September 2022 (the “Circular”). To further support the Proposed Transaction, Rio Tinto irrevocably commits to:

•

Waive the 12.5% dissent condition in respect of the Arrangement, provided that Turquoise Hill shares for which dissent is validly exercised do not exceed 17.5% of Turquoise Hill shares outstanding;

•

Pay C$34.40 per share (the “Upfront Payment”) to any Turquoise Hill shareholder who validly dissents and elects to receive such amount (an “Electing Shareholder”), within two business days of the effective date of the Arrangement (the “Effective Date”);

•

Pay to an Electing Shareholder interest at the Canada 1 Year Treasury Bill Yield on any balance of “fair value” that becomes payable under the dissent process over and above the Upfront Payment up to C$43 per share calculated from the Effective Date to the date of payment, provided that no other interest shall be payable to an Electing Shareholder in respect of any fair value payment; and

•

Allow any oppression claims by any Turquoise Hill minority shareholders, including Electing Shareholders, against Turquoise Hill, Rio Tinto or their respective affiliates, to survive the Arrangement and be pursued following the Effective Date, where such claims are served on or provided to Turquoise Hill and Rio Tinto no later than seven days following the Effective Date.

Rio Tinto Copper Chief Executive Bold Baatar said: “We have acknowledged feedback received from minority shareholders and returned to the proposal originally unanimously recommended by the Turquoise Hill Special Committee. We will work with the Turquoise Hill Special Committee to secure a new shareholder meeting date so that the Proposed Transaction can be voted on by minority shareholders as soon as practicable. We continue to believe that a premium of 67% for their shares and removal of financial uncertainty is an attractive proposition for minority shareholders.”

Further details on the procedure to become an Electing Shareholder and how an oppression claim can be served on or provided to Turquoise Hill and Rio Tinto will be provided on or before 23 November 2022.

Rio Tinto confirms that there is no floor or minimum to the determination of “fair value” under any dissent proceedings and no assurance that dissenting shareholders will receive the full C$43.00 for their shares. The dissent process is a time consuming and lengthy process that introduces uncertainty in relation to the consideration to be received and the potential for substantial legal costs to the dissenting shareholder. Rio

Tinto intends to vigorously defend all proceedings and claims. Additional details regarding the dissent process are described in the Circular. It is recommended that minority shareholders seek independent legal advice if they wish to exercise their dissent rights.

Rio Tinto is making the irrevocable commitments outlined above to all minority shareholders of Turquoise Hill. Rio Tinto confirms that it has no other agreement, commitment or understanding with any of the Named Securityholders as to how they will vote in respect of the Arrangement, whether they will continue to exercise their dissent rights, how any dissent proceedings or claims will be conducted or otherwise dealt with, or regarding any other matter.

As previously announced by Turquoise Hill, the Special Meeting of shareholders to vote on the Proposed Transaction has been postponed. Rio Tinto has requested the Turquoise Hill Special Committee to proceed with a shareholder meeting for the Arrangement as soon as possible.

The Proposed Transaction represents Rio Tinto’s best and final all-cash transaction price of C$43.00 per share, which provides Turquoise Hill minority shareholders the option to realise significant and immediate value. This represents a premium of 67% to Turquoise Hill’s closing price of C$25.68 per share on 11 March 2022, the day prior to Rio Tinto’s initial public proposal to acquire Turquoise Hill. Since 11 March 2022, publicly traded peer copper producer share prices have declined by 24%¹.

Rio Tinto is continuing to work towards the completion of the Proposed Transaction that will simplify governance, improve efficiency and create greater certainty of funding for the long-term success of the Oyu Tolgoi copper project.

Rio Tinto Canadian early warning disclosure

Rio Tinto currently beneficially owns 102,196,643 common shares of TRQ, representing approximately 51% of the issued and outstanding common shares of TRQ. 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 TRQ 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 TRQ 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 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 and authorising the release of this announcement on behalf of Rio Tinto is Steve Allen, Group Company Secretary.

Based on the simple average share price performance, between 11 March 2022 (being the last trading day immediately prior to Rio Tinto’s proposal) and 16 November 2022, of Southern Copper, Freeport, First Quantum and Lundin Mining, representing Turquoise Hill’s disclosed peer set in its most recent results presentation, however excluding OZ Minerals.


Notice to ASX/LSE		Page 2 of 4

LEI: 213800YOEO5OQ72G2R82

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

the Market Abuse Regulation.


Notice to ASX/LSE		Page 3 of 4

Contacts

Please direct all enquiries to

media.enquiries@riotinto.com


Media Relations, UK		Media Relations, Australia

Matthew Klar		Matt Chambers
M+ 44 7796 630 637		M +61 433 525 739

David Outhwaite		Jesse Riseborough
M +44 7787 597 493		M +61 436 653 412

Media Relations, Americas

Simon Letendre
M +514 796 4973

Malika Cherry
M +1 418 592 7293

Investor Relations, UK		Investor Relations, Australia

Menno Sanderse		Tom Gallop
M: +44 7825 195 178		M +61 439 353 948

David Ovington		Amar Jambaa
M +44 7920 010 978		M +61 472 865 948

Clare Peever
M +44 7788 967 877

Rio Tinto plc		Rio Tinto Limited

6 St James’s Square		Level 43, 120 Collins Street
London SW1Y 4AD		Melbourne 3000
United Kingdom		Australia

T +44 20 7781 2000		T +61 3 9283 3333
Registered in England		Registered in Australia
No. 719885		ABN 96 004 458 404

riotinto.com


Notice to ASX/LSE		Page 4 of 4