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

Nov 02, 2022

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.

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