SC 13D/A

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. 32)*

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

October 25, 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 19 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 19 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 19 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 19 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 19 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. 32 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 and September 6, 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 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 “Transaction”).

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 (such approvals, the “Requisite Shareholder Approvals”).

The Arrangement Agreement and the Arrangement have been approved by the Boards of Directors of the Company and a special committee of the Company comprised solely of independent directors.

On October 25, 2022, Bold Baatar, Rio Tinto’s Chief Executive, Copper, issued an open letter to the Minority Shareholders (the “Open Letter”) in connection with the upcoming Special Meeting of the Company scheduled for November 1, 2022. The Open Letter discussed, among other things, certain important issues that may affect the Minority Shareholders’ voting decision, including that:

•

Rio Tinto’s proposal fully values the long term potential of Oyu Tolgoi and the Company and assumes that the near term challenges of the Company can be overcome; and

•

the Company Shareholders will need to contribute at least $1.1 billion in the form of new equity through placings or rights issues, or potentially face dilution if the Arrangement is not approved.

The Open Letter also reiterates that RTIH’s offer of C$43.00 in cash per Share is its best and final offer.

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.

The foregoing descriptions of the Open Letter and the Arrangement Agreement do not purport to be complete and they are qualified in their entirety by reference to Exhibit A and B, which are incorporated herein by reference.

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.).

-8-

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		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.

B		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.¹

C		Press Release dated September 6, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.¹

¹	Filed as an exhibit to the amended Schedule 13D on September 6, 2022.

-9-


E		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.¹

F		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.¹

G		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, 2022.²

H		Press Release dated September 1, 2022.²

I		Press Release dated August 24, 2022.³

J		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.⁴

K		Non-binding proposal letter, dated March 13, 2022.⁵

L		Press Release dated March 14, 2022.⁵

M		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁶

N		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁷

O		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁸

P		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁹

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

R		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.¹⁰

S		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹⁰

T		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

U		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

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

³	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁷	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁸	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁹	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

¹⁰	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

¹¹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

-10-


V		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹²

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

X		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹³

Y		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹⁴

Z		Press Release dated August 24, 2011.¹⁵

AA		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁶

BB		Press Release dated January 24, 2012.¹⁶

CC		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁷

DD		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁸

EE		Press Release dated July 30, 2012.¹⁹

FF		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.²⁰

GG		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²¹

HH		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²²

II		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²³

JJ		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²³

¹²	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹⁵	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁶	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁹	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

²⁰	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.

²¹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²²	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.

²³	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.

-11-

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: October 25, 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:


Name	Rio Tinto plc Directors and Executive Officers 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

-14-


Name	Rio Tinto International Holdings Limited Directors and Executive Officers 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	7999674 Canada Inc. Directors and Executive Officers 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

-15-


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


Name	535630 Yukon Inc. Director and Executive Officer 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		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.

B		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.¹

C		Press Release dated September 6, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.¹

E		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.¹

F		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.¹

G		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, 2022.²

H		Press Release dated September 1, 2022.²

I		Press Release dated August 24, 2022.³

J		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.⁴

K		Non-binding proposal letter, dated March 13, 2022.⁵

L		Press Release dated March 14, 2022.⁵

M		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁶

N		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁷

O		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁸

P		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁹

¹	Filed as an exhibit to the amended Schedule 13D on September 6, 2022.

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

³	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁷	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁸	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁹	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.


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

R		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.¹⁰

S		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.¹⁰

T		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

U		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

V		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹²

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

X		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹³

Y		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹⁴

Z		Press Release dated August 24, 2011.¹⁵

AA		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁶

BB		Press Release dated January 24, 2012.¹⁶

CC		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁷

DD		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁸

EE		Press Release dated July 30, 2012.¹⁹

FF		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.²⁰

GG		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²¹

HH		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²²

¹⁰	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

¹¹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

¹²	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

¹⁵	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁶	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁹	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

²⁰	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.

²¹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²²	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.


II		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²³

JJ		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²³

²³	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.

EX-99.A

Exhibit A


				Notice to ASX/LSE

25 October 2022

Rio Tinto issues letter to Turquoise Hill shareholders

Rio Tinto has issued an open letter to the shareholders of Turquoise Hill Resources Ltd (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill”) outlining the future of TRQ and reiterating its long-term commitment to Oyu Tolgoi.

Dear Turquoise Hill Shareholders,

Since Rio Tinto’s approach in March to acquire Turquoise Hill Resources you may have heard many views about the merits of our proposal. Today, we want you to hear directly from Rio Tinto.

We are all shareholders in Turquoise Hill because we believe in the long term potential of the Oyu Tolgoi project in Mongolia. But we must also recognise that we have a long way to go before its full value is unlocked. Over the next seven years we face significant technical, financial, and macroeconomic risks while we complete the design, development and ramp-up of this major underground block caving project. Further, to achieve this, over the next two years Turquoise Hill needs an additional US$3.6 billion (C$4.9 billion) in funding. A proportion of the funding burden will fall on shareholders, and we will all need to contribute cash or face dilution.

Against that backdrop we have made our best and final offer of C$43 in cash for each of your shares. That is:

•

A premium of 67% to the share price immediately before our proposal; and

•

An implied premium of more than 150% to the price of your shares if they had performed in line with copper company peers since 11 March 2022.¹

The independent and highly qualified Directors of your Board, with the help of leading Canadian financial advisors, reviewed our proposal and, after extensive negotiations and analysis over six months, unanimously recommended in favour of the transaction. That view was further endorsed by Glass Lewis, a prominent advisor to institutional investors.

We acknowledge that we do not have the support of some Turquoise Hill shareholders and ISS, another advisor to institutional investors. However, we believe that ISS’s final conclusion on Net Asset Value (NAV) is based on flawed logic. The average analyst NAV when the transaction was announced was C$39 per share, giving a resultant P/NAV of our offer of 1.10x, which is a strong premium to NAV and above precedent transactions for assets under development..

There are many important issues that may affect your voting decision, but we would like to highlight two:

•

We believe that Rio Tinto’s proposal fully values the long term potential of Oyu Tolgoi and Turquoise Hill and assumes that the near term challenges can be overcome.

•

Whilst in the past Rio Tinto has shouldered the majority of the funding burden on behalf of all shareholders, if our proposal does not proceed then in future all shareholders will need to contribute proportionately. To be clear, that means Turquoise Hill shareholders will need to contribute at least US$1.1 billion in the first half of 2023, in the form of new equity through placings or rights issues, or potentially face dilution.

If, after considering the realities outlined above, you decide not to accept the Rio Tinto proposal, then we welcome you as ongoing investors in Turquoise Hill. Together we will make the substantial commitments necessary to complete the Oyu Tolgoi project over the next seven years.

¹	Since Rio Tinto’s initial public proposal, Turquoise Hill copper peers First Quantum, Freeport, Lundin, and Southern Copper have fallen by 35%, which would imply an unaffected Turquoise Hill share price of C$16.70 today without the Rio Tinto transaction.

But, if you conclude that C$43 per share represents a strong return for your investment, taking into account the balance of risks and long term potential, then vote FOR our proposal. If the transaction proceeds, then we look forward to soon paying C$43 in cash for each of your shares in a market which has otherwise deteriorated significantly since our initial proposal.

To learn how to vote today, go to www.turquoisehillacquisition.com

Yours sincerely

Bold Baatar

Rio Tinto Copper Chief Executive

Notes to editors

Turquoise Hill Resources analyst consensus NAV and target prices


TRQ NAVPS Estimates (C$ / share)	24 January 2022⁽¹⁾ Day before relationship reset with Government of Mongolia		11 March 2022⁽²⁾ Day before Rio Tinto initial offer
BMO		24.88		36.79
RBC		16.48		32.24
Macquarie Research		16.80		29.50
Eight Capital		37.04		43.27
Canaccord Genuity		29.38		47.90
Scotiabank		31.86		37.28
TD Securities		40.63		48.12

Average		28.15		39.30


TRQ Target Price Estimates (C$ / share)	24 January 2022⁽¹⁾ Day before relationship reset with Government of Mongolia		11 March 2022⁽²⁾ Day before Rio Tinto initial offer
BMO		10.50		20.00
RBC		15.00		32.00
Macquarie Research		16.80		29.50
Eight Capital		16.00		30.00
Canaccord Genuity		12.50		31.00
Scotiabank		22.00		30.00
TD Securities		24.00		32.00

Average		16.69		29.21

Source:

(1)

24 January 2022 estimates include research notes as of: BMO (17 Jan 22), RBC (03 Nov 21), Macquarie Research (18 Jan 22), Eight Capital (03 Nov 21), Canaccord Genuity (03 Nov 21), Scotiabank (17 Jan 22), TD Securities (17 Jan 22).

(2)

11 March 2022 estimates include research notes as of: BMO (03 Mar 22), RBC (03 Mar 22), Macquarie Research (03 Mar 22), Eight Capital (03 Mar 22), Canaccord Genuity (03 Mar 22), Scotiabank (03 Mar 22), TD Securities (04 Mar 22).


Notice to ASX/LSE		Page 2 of 5

Additional Disclaimers

General

The information contained in this press release is for informational purposes for the shareholders (“Shareholders”) of Turquoise Hill Resources Ltd. (“TRQ”) in order to provide the views of Rio Tinto plc (“Rio Tinto”) and its affiliates regarding the arrangement agreement entered into between Rio Tinto, Rio Tinto International Holdings Limited (“RTIH”) and TRQ, pursuant to which, RTIH would acquire the approximately 49% of the issued and outstanding common shares of TRQ (“Common Shares”) that it and its affiliates do not currently own for C$43.00 in cash per common share (the “Arrangement”) and other matters which Rio Tinto believes to be relevant to Shareholders. The views expressed in this press release represent the views and opinions of Rio Tinto as of the date hereof.

Forward-Looking Statements

The information provided in this press release includes “forward-looking statements” and “forward looking information” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and under Canadian securities law, respectively. All statements other than statements of historical facts included in this release, are forward-looking statements or information. 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 or information. More particularly and without restriction, this press release contains forward-looking statements and information regarding: statements and implications about the anticipated benefits of the Arrangement for Rio Tinto, TRQ and their respective shareholders, Shareholder and court approvals, the anticipated timing of the completion of the Arrangement and the anticipated funding and other risks for TRQ and the Shareholders if the Arrangement does not proceed.

Such forward-looking statements and information 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 or information. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the necessary Shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner or at all; significant transaction costs; failure to realize the expected benefits of the Arrangement and general economic conditions. Failure to obtain the necessary Shareholder and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. Consequently, all of the forward-looking statements and information contained in this press release is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.

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 or information contained in this press release to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement or information is based.

Additional Information

The information contained in this press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy any securities.


Notice to ASX/LSE		Page 3 of 5

As disclosed in the management proxy circular of TRQ dated September 27.2022 (the “Circular”). Rio Tinto and RTIH may also participate in the solicitation of proxies on behalf of TRQ management for the special meeting of Shareholders of TRQ scheduled to be held on November 1, 2022. Notwithstanding the foregoing, Rio Tinto is hereby voluntarily providing the disclosure required under Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations and has filed a document containing the disclosure required under Section 9.2(4)(c) of NI 51-102 in compliance with securities laws applicable to public broadcast solicitation.

All costs of this press release will be borne by Rio Tinto. Rio Tinto has entered into agreements with each of Laurel Hill Advisory Group and Innisfree M&A Incorporated in respect of certain consulting and related services, the aggregate cost of which is anticipated to be US$0.5 million, plus ancillary payments and disbursements. Rio Tinto may participate in the solicitation of proxies, including through websites, press releases, advertisements, speeches, town halls or publications, and by any other manner permitted under applicable Canadian corporate and securities laws. Proxies may be revoked as described under the heading “Information Concerning the Meeting and Voting – Changing Your Mind (Revoking Your Proxy)” on pages 72 and 73 of the Circular.

Other than as disclosed in the Circular or TRQ’s public filings, neither Rio Tinto nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, (i) in any matter proposed to be acted upon in connection with the special meeting of Shareholders of TRQ to be held in connection with the Arrangement or (ii) in any transaction since the beginning of TRQ’s most recently completed financial year or in or in any proposed transaction which has materially affected or would materially affect TRQ or any of its subsidiaries.

Rio Tinto currently beneficially owns 102,196,643 Common Shares, representing approximately 50.8% of the issued and outstanding Common Shares. Upon the closing of the Arrangement, Rio Tinto would hold 100% of the outstanding Common Shares.

TRQ’s head office is located at 1 Place Ville-Marie, Suite 3680, Montreal, QC, H3B 3P2.

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


Notice to ASX/LSE		Page 4 of 5

Contacts

Please direct all enquiries to

media.enquiries@riotinto.com


Media Relations, UK Matthew Klar M+ 44 7796 630 637 David Outhwaite M +44 7787 597 493		Media Relations, Australia Matt Chambers M +61 433 525 739 Jesse Riseborough M +61 436 653 412

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		Investor Relations, Australia Tom Gallop M +61 439 353 948 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		Page 5 of 5