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Turquoise Hill Announces Receipt of Interim Order for Proposed Arrangement with Rio Tinto and Provides Details of Shareholders’ Meeting

Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) is pleased to announce that the Supreme Court of Yukon (the “Court”) has granted an interim order (the “Interim Order”) in connection with the previously announced statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon), pursuant to which, among other things and subject to the satisfaction or waiver of all applicable conditions precedent, Rio Tinto International Holdings Limited (“Rio Tinto”) will acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own (the “Minority Shares”) for C$43.00 per share in cash (the “Arrangement”). The Interim Order authorizes the calling and holding of a special meeting (the “Special Meeting”) of the Company’s shareholders, the granting of dissent rights to registered shareholders and other matters relating to the conduct of the Special Meeting.

The purchase price of C$43.00 per share reflects a 67% premium to Turquoise Hill’s closing price of C$25.68 per share on the Toronto Stock Exchange on March 11, 2022, being the last trading day prior to Rio Tinto’s initial public proposal to acquire the Minority Shares, and a 19% premium to Turquoise Hill’s closing price of C$36.12 on August 31, 2022, being the last trading day prior to the September 1, 2022 announcement of the term sheet in respect of the Arrangement.

On the unanimous recommendation of a special committee of the Board of Directors of the Company (the “Board”) consisting entirely of independent directors, the Board (excluding conflicted directors), unanimously determined that the Arrangement is in the best interests of the Company and fair to the holders of Minority Shares and recommends that the holders of Minority Shares vote in favour of the resolution relating to the Arrangement at the Special Meeting.

Details of Special Meeting of Shareholders and Implementation of Arrangement

The Interim Order authorizes and orders that the Special Meeting be held on Tuesday, November 1, 2022 at 10:30 a.m. (Montreal time) in person and in virtual format. Shareholders of record as of the close of business on September 19, 2022 are entitled to receive notice of, to participate in, and to vote their shares of the Company at the Special Meeting. The management proxy circular (the “Circular”) and related proxy materials in respect of the Special Meeting have been filed and are available under Turquoise Hill’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and are in the process of being mailed to shareholders. A Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”), which includes the Circular and related proxy materials, has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is available under Turquoise Hill’s profile on EDGAR at www.sec.gov. Details of the Special Meeting and how shareholders or their duly appointed proxyholders can attend, access and participate in the Special Meeting are set out in the Circular.

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Turquoise Hill Announces Receipt of Interim Order for Proposed Arrangement with Rio Tinto and Provides Details of Shareholders’ Meeting Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) is pleased to announce that the Supreme Court of Yukon (the “Court”) has granted an interim order (the “Interim Order”) in connection with the previously …

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