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. 30)*

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

August 31, 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 11 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 11 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 11 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 11 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 11 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. 30 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 and August 25, 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”).

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:

On August 31, 2022, RTIH and the Company entered into a binding term sheet (the “Term Sheet”) for a transaction in which Rio Tinto would acquire all of the outstanding share capital in the Company that is not owned 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) would receive C$43 in cash per Share (the “Transaction”), an increase from the original proposal made by RTIH in March 2022 of C$34 per Share and the improved proposal made by RTIH on August 24, 2022 of C$40 per Share. On September 1, 2022, Rio Tinto also issued a press release (the “Press Release”), which summarized the key terms of the Term Sheet. Copies of the Term Sheet and the Press Release are filed as Exhibit A and Exhibit B, respectively, to this Schedule 13D, and incorporated herein by reference.

The Transaction is subject to certain conditions, including, among other matters, the negotiation and execution of mutually acceptable definitive transaction documents (including (i) a definitive arrangement agreement in respect of a plan of arrangement under the Business Corporations Act (Yukon) (the “Arrangement”), (ii) an amendment (the “Amended and Restated HoA”) to the Amended and Restated Heads of Agreement, dated 10 May 2022 (the “May 2022 HoA”), between RTIH and the Company (as described in further detail below) and (iii) voting support agreements pursuant to which each of the officers and directors of the Company will agree to vote their Shares in favor of the Transaction), (iv) the formal approval of the Transaction by the Boards of Directors of Rio Tinto and the Company, approval of sixty-six and two-thirds percent (66-2/3%) of votes cast by shareholders of the Company (including the Rio Tinto Companies) and (v) approval of a majority of the votes of 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). No assurances can be given that definitive transaction documents with respect to the Transaction will be entered into, as to the final terms of any agreed Transaction or that the Transaction will be consummated.

Concurrently with entry into the Arrangement, the parties intend to enter into the Amended and Restated HoA, providing for an updated funding plan (the “Funding Plan”) for the completion of the Company’s Oyu Tolgoi (OT) Underground Project in Mongolia (the “Project”). The Funding Plan reflected in the Amended and Restated HoA would replace the arrangements established in the May 2022 HoA. The key elements under the May 2022 HoA that are intended to be amended in connection with entry into the Amended and Restated HoA include:

•

RTIH’s current obligation to provide the Company with a short-term secured advance of $400 million will be increased to $650 million (the “Early Advance”) (which, in accordance with the current terms of the May 2022 HoA, must be repaid to RTIH upon the earlier of (i) the date on which the Company completes an equity or rights offering to raise at least $650 million (the “Initial Equity Offering”) and (ii) December 31, 2022), with the conditions precedent to the Early Advance being deemed to have been satisfied (with certain exceptions), provided that if, on February 14, 2023, it is anticipated that the funding shortfall, if any, for the Company and its subsidiaries for March 2023 will exceed the amount remaining available under the Early Advance (after allowing for the need for cash reserves for working capital purposes of $200 million in the aggregate but not taking into account the Early Advance), the parties will in good faith discuss increasing the Early Advance by the lesser of such funding shortfall and $100 million;

•

Increase the minimum amount of the Initial Equity Offering to be the greater of $650 million and the amount drawn under the Early Advance;

•

An extension of the date by which the Initial Equity Offering must be conducted to March 31, 2023, subject to certain extension rights if the shareholder vote on the Transaction is held after October 25, 2022, but subject further to an outside date of May 31, 2023, if the delay is either at the request of Rio Tinto, due to delays outside of the control of the Company (such as regulatory review), or otherwise not attributable to the Company failing to have prepared a meeting circular by September 30, 2022 (provided that the maturity date for repayment of the Early Advance will be extended on an equivalent basis but will be repayable at the time of the Initial Equity Offering raise if this is earlier);

-8-

•

Should the Company’s obligation to satisfy its December 2022 principal repayment under the Project finance facility following the execution of the Arrangement for the Transaction, Rio Tinto will ensure the principal amount of $362 million will be made available to the Company to satisfy such repayment obligation on the same terms as the Early Advance; and

•

Rio Tinto will provide its commitment to the Company to participate pro rata in the Initial Equity Offering, subject to certain conditions precedent, including the payment by the Company to Rio Tinto of a commitment fee equal to 0.5% of the aggregate amount of Rio Tinto’s participation at the time of closing of the Initial Equity Offering.

The Transaction could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including a plan of arrangement or other extraordinary transaction involving the Company, the delisting of the Company’s securities from the New York Stock Exchange and the Toronto Stock Exchange, and a class of equity securities of the Company becoming eligible for termination of registration under the Securities Exchange Act of 1934. One or more of the Rio Tinto Companies are expected to take actions in furtherance of the Transaction, the Term Sheet or any amendment thereof. The Rio Tinto Companies may (subject to compliance with its other obligations and applicable law) at any time, or from time to time, acquire additional shares in the Company; propose, pursue, or choose not to pursue the Transaction; change the terms of the Transaction as contemplated in the Term Sheet, including the price, form of consideration, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Transaction; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.

The Term Sheet is subject to negotiation of structure and definitive transaction documentation and the approval of the Transaction by the Boards of Directors of the Company and Rio Tinto.

While the definitive terms of the Transaction remain under negotiation, the Rio Tinto Companies may respond to inquiries from, and negotiate the terms thereof with, the Company and its Board of Directors or their respective representatives or other shareholders of the Company. These negotiations may include changes or proposed changes to the terms set forth in the Term Sheet.

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 Transaction 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 Transaction, the Term Sheet and Press Release do not purport to be complete and they are qualified in their entirety by reference to Exhibits A and B, which are incorporated herein by reference. The original proposal is incorporated herein by reference as Exhibit E.

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.).

-9-

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		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.

B		Press Release dated September 1, 2022.

C		Press Release dated August 24, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.²

¹	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

²	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

-10-


E		Non-binding proposal letter, dated March 13, 2022.³

F		Press Release dated March 14, 2022.³

G		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁴

H		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁵

I		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁶

J		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁷

K		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

L		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁸

M		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

N		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

O		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

P		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

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

R		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹¹

S		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹²

T		Press Release dated August 24, 2011.¹³

U		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁴

V		Press Release dated January 24, 2012.¹⁴

³	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁶	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁷	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

⁸	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

⁹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

¹⁰	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹¹	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹²	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

-11-


W		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁵

X		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁶

Y		Press Release dated July 30, 2012.¹⁷

Z		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁸

AA		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

BB		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁰

CC		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

DD		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

¹⁵	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁸	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.

¹⁹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁰	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.

²¹	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.

-12-

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: September 1, 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:

Rio Tinto plc

Directors and Executive Officers


Name	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

-15-

Rio Tinto International Holdings Limited

Directors and Executive Officers


Name	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	Present Principal Occupation	Business Address	Citizenship

*Executive Officers*
Rio Tinto Secretariat Limited	Secretary	6 St James’s Square London SW1Y 4AD United Kingdom	United Kingdom
7999674 Canada Inc. Directors and Executive Officers
Name	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

46117 Yukon Inc.

Director and Executive Officer


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

535630 Yukon Inc.

Director and Executive Officer


Name	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		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.

B		Press Release dated September 1, 2022.

C		Press Release dated August 24, 2022.¹

D		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.²

E		Non-binding proposal letter, dated March 13, 2022.³

F		Press Release dated March 14, 2022.³

G		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁴

H		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁵

I		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁶

J		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁷

K		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

L		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁸

M		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁸

N		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

O		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.⁹

¹	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

²	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

³	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁶	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁷	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

⁸	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

⁹	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.


P		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

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

R		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹¹

S		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹²

T		Press Release dated August 24, 2011.¹³

U		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁴

V		Press Release dated January 24, 2012.¹⁴

W		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁵

X		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁶

Y		Press Release dated July 30, 2012.¹⁷

Z		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁸

AA		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

BB		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²⁰

CC		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

DD		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²¹

¹⁰	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹¹	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

¹²	Filed as an exhibit to the amended Schedule 13D on June 28, 2011.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁵	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁸	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.

¹⁹	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²⁰	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.

²¹	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.