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Form 20-F-____
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Form 40-F- X
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TURQUOISE HILL RESOURCES LTD.
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Date: September 1, 2022
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By:
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/s/ Dustin S. Isaacs
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Dustin S. Isaacs
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Corporate Secretary
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67% premium to Turquoise Hill’s closing price of C$25.68 per share on March 11, 2022, being the date prior to Rio Tinto’s initial public proposal to acquire Turquoise Hill;
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26% increase in the consideration as compared to Rio Tinto’s initial proposal on March 13, 2022 of C$34.00 per share;
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8% increase in the consideration as compared to Rio Tinto’s revised proposal on August 24, 2022 of C$40.00 per share; and
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19% premium to Turquoise Hill’s closing price of C$36.12 on August 31, 2022.
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an oral opinion to the Special Committee delivered by its financial advisor, BMO Capital Markets, to the effect that, as of August 31, 2022, and subject to the assumptions, limitations and
qualifications contained therein, the consideration contemplated by the term sheet entered into between the parties to be received by the shareholders of Turquoise Hill (other than Rio Tinto or its affiliates) pursuant to the
Transaction is fair, from a financial point of view, to such shareholders of Turquoise Hill (other than Rio Tinto or its affiliates);
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Turquoise Hill Resources Ltd.
Turquoisehill.com
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Suite 3680 1 Place Ville-Marie
Montreal, Quebec, Canada
H3B 3P2
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Telephone + 1 514 848 1567
Toll Free + 1 877 589 4455
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info@turquoisehill.com
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an oral opinion to the Special Committee delivered by TD Securities Inc. (“TD”), the independent valuator retained by the Special Committee, that, as of
August 31, 2022, and based on TD’s analysis and subject to the assumptions, limitations and qualifications to be set forth in TD’s written valuation, the fair market value of the common shares of the Company is in the range of
C$42 to C$58 per common share;
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an oral opinion to the Special Committee delivered by TD that, as of August 31, 2022, and subject to the assumptions, limitations and qualifications to be set forth in TD’s written fairness
opinion, the consideration to be received by the common shareholders of the Company other than Rio Tinto and its affiliates is fair, from a financial point of view, to such shareholders;
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the risks facing the Company’s investment in the Oyu Tolgoi project, including the requirement to raise US$650 million in equity prior to December 31, 2022 and the Company’s expected need for
additional equity to satisfy the latest funding gap projections;
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market conditions in the equity and copper markets, which have changed significantly since the receipt of Rio Tinto’s initial privatization proposal in March; and
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the progress that the Company has achieved in recent months on the underground project.
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Turquoise Hill Resources Ltd.
Turquoisehill.com
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Suite 3680 1 Place Ville-Marie
Montreal, Quebec, Canada
H3B 3P2
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Telephone + 1 514 848 1567
Toll Free + 1 877 589 4455
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info@turquoisehill.com
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Increasing the early advance facility agreed in May to US$650 million from US$400 million, provided that if there is an anticipated funding shortfall for March 2023 the parties will in good
faith discuss increasing the early advance facility by up to an additional US$100 million;
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Extending the date by which the initial equity offering required under the HOA (the “Initial Equity Offering”) must be conducted and early advance facility repaid from December 31, 2022 to March
31, 2023 and potentially to May 31, 2023 in certain events including regulatory delays to the Transaction;
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Committing to providing additional bridge financing to Turquoise Hill on the same terms as the early advance facility in the event that Turquoise Hill is required to provide additional funding
to Oyu Tolgoi in respect of the December 2022 principal repayment under the Oyu Tolgoi project finance facility; and
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Providing to Turquoise Hill Rio Tinto’s commitment to participate pro rata in the Initial Equity Offering subject to certain pre-conditions set forth in
the HOA.
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Turquoise Hill Resources Ltd.
Turquoisehill.com
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Suite 3680 1 Place Ville-Marie
Montreal, Quebec, Canada
H3B 3P2
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Telephone + 1 514 848 1567
Toll Free + 1 877 589 4455
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info@turquoisehill.com
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Turquoise Hill Resources Ltd.
Turquoisehill.com
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Suite 3680 1 Place Ville-Marie
Montreal, Quebec, Canada
H3B 3P2
|
Telephone + 1 514 848 1567
Toll Free + 1 877 589 4455
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info@turquoisehill.com
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