Turquoise Hill Acknowledges Announcement by Rio Tinto of Agreements with Certain Minority Shareholders of Turquoise Hill

Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) acknowledges the announcement today by Rio Tinto International Holdings Limited (“Rio Tinto”) of agreements (the “Agreements”) entered into between Rio Tinto, Rio Tinto plc and certain shareholders of the Company related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (collectively, the “Named Shareholders”) holding in aggregate 32,617,578 common shares of the Company. The Agreements contain terms whereby the parties agreed that the Named Shareholders would withhold their votes relating to the Arrangement (as defined below). The Agreements were entered into in relation to the proposed statutory plan of arrangement (the “Arrangement”) pursuant to which, subject to the satisfaction or waiver of all applicable conditions precedent, 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 “Consideration”). Each of the Named Shareholders have exercised or will exercise dissent rights in connection with the Arrangement. Turquoise Hill is not party to the Agreements and neither it nor the special committee of its independent directors (the “Special Committee”) was involved in the negotiation of the Agreements.

Terms of the Agreements

Pursuant to the terms of the Agreements, the parties agreed, among other things, that:

• the Named Shareholders will withhold their votes in respect of the special resolution of shareholders of the Company to approve the Arrangement (the “Arrangement Resolution”);
• proceedings in respect of the Named Shareholders’ dissent rights in connection with the Arrangement, as well as certain oppression claims against Rio Tinto and its affiliates (the “Oppression Claims”), will be conducted in accordance with procedures set out in the Agreements, which include mediation to be completed within 60 days of closing of the Arrangement and, absent resolution at mediation, confidential binding arbitration which the parties agree to use reasonable commercial efforts to complete within 12 months of the conclusion of the mediation;
• the Named Shareholders will receive 80% of the Consideration (C$34.40) within two business days of closing of the Arrangement and 20% of the Consideration (C$8.60), plus interest thereon, upon final determination of the dissent procedures set out in the Agreements;
• the Agreements also provide for the mediation and, if necessary, arbitration of the fair value amount remaining to be paid, if any, by Rio Tinto to the Named Shareholders to resolve the dissent proceedings and the damages or compensation amount, if any, to be paid by Rio Tinto to the Named Shareholders to resolve the Oppression Claims;
• Rio Tinto will waive the closing condition in the Arrangement Agreement (as defined below) relating to the exercise of dissent rights (the “Dissent Condition”) to allow the Arrangement to be completed in circumstances where holders of up to 17.5% of the common shares of the Company validly exercise dissent rights; and
• the Named Shareholders also provided covenants related to non-disparagement, non-interference and a release of all claims against Rio Tinto plc, Rio Tinto, the Company and their respective affiliates and past, present or future directors, officers or employees other than obligations under the Agreements, claims related to the dissent proceedings and Oppression Claims and claims related to the U.S. securities law class action proceeding against Rio Tinto in the Southern District of New York.

The Special Committee was first advised of the potential terms of the Agreements on the evening of Sunday, October 30, 2022. The Special Committee suggested to Rio Tinto that it offer comparable dissent proceedings as those offered to the Named Shareholders in the Agreements to all holders of Minority Shares (the “Minority Shareholders”). Rio Tinto advised that it was not making the terms of the Agreements available to all Minority Shareholders. Minority Shareholders other than the Named Shareholders who properly exercise their dissent rights will continue to be entitled to the dissent proceedings provided for under Section 193 of the Business Corporations Act (Yukon), as modified by the interim order of the Supreme Court of Yukon (the “Court”) dated September 29, 2022 (the “Interim Order”) and the plan of arrangement pertaining to the Arrangement (the “Plan of Arrangement”).