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In voting FOR the recommendation, Glass Lewis noted, among other things, that:

  • . . . that the Company and the board of directors conducted a reasonably comprehensive review process in the months preceding the execution of the Organization Agreement.
  • . . . we recognize that an individual company case may also reasonably be considered to carry a relatively elevated risk profile.
  • . . . shareholders should consider that the company faces significant financing risks in the near term.
  • . . . we are inclined to believe that Rio Tinto’s current offer represents a reasonable exit price and a compelling market premium for minority shareholders, overall.

Turquoise Hill chairman Peter Gillin said: “Glass Lewis’ recommendations confirm the work of the five independent directors on the Special Committee who have dedicated six months to an extensive process of analysis and negotiation to secure a transaction that is in the best interests of the Company and is fair to the Company’s minority shareholders. The deal gives Turquoise Hill’s minority shareholders the opportunity to realize the value of their investment through a fee of C$43.00 per share, providing a 67% premium to Turquoise Hill’s share price at the close on March 11. 2022, the last trading day before Rio Tinto’s initial offer to acquire a minority stake in the company. Moreover, the transaction, if approved, will relieve the minority shareholders of the financial, technical, market and geopolitical risks and uncertainties that the Company faces in developing and operating a massive complex block cave mine in a remote part of Mongolia. directors and the Special Committee reiterate their unanimous recommendation that the Company’s minority stockholders vote FOR the resolution approving the Agreement.”

Vote FOR the deal today

Your vote matters no matter how many shares you own. Shareholders must vote by 10:30 a.m. (Montreal time) on October 28, 2022.

For more information on how to vote, shareholders are encouraged to visit www.turquoisehilltransaction.com .

How to vote

If you are a registered shareholder, we ask you to take two steps.

First, your vote is important no matter how many shares you own. Stockholders are invited to vote at a special meeting of stockholders of Turquoise Hill to be held on November 1, 2022 with respect to the Agreement (the “Meeting”). If you are a stockholder of record, whether or not you plan to attend the Meeting to vote your shares at the Meeting, you may either return a properly completed and executed proxy form to the agent of the Transfer Company, TSX Trust Company (the “Transfer Agent “), Proxy Department, by mail at: TSX Trust, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or TST Trust Company, 1600-2001 Robert-Bourassa Blvd., Montreal, Quebec H3A 2A6, or online at www.tsxtrust.com/vote-proxy not later than 10:30 a.m. (Montreal time) on October 28, 2022 or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and holidays, before the commencement of the reconvened Meeting. If you hold shares through a broker, investment dealer, bank, trust company or other intermediary (a “Beneficial Stockholder”), you must follow the instructions provided by your intermediary in order for your vote to be counted at the meeting.

Second, if the Arrangement is approved and completed, before Rio Tinto can pay you compensation for your shares, the depositary will need to receive the relevant notice of transfer completed by you, together with the certificates representing the shares and any additional documents that may be required. Registered shareholders must complete, sign, date and return the attached notice of transfer. If you are a beneficial shareholder, you will receive payment for your shares through your financial intermediary when the agreement is executed.


If you have any questions about proxy voting and the information contained in this press release in connection with the Meeting, please contact our proxy solicitation agent and shareholder strategic advisor, Kingsdale Advisors, at 1-888 -370-3955 (toll free in North America), by calling 416-867-2272 (outside North America) or by email at contactus@kingsdaleadvisors.com .

About the Turquoise Hill

Turquoise Hill is an international mining company specializing in the operation and further development of the Oyu Tolgoi copper-gold mine in Mongolia, which is the Company’s principal and only tangible mineral resource asset. Turquoise Hill’s ownership of the Oyu Tolgoi mine is through a 66% interest in Oyu Tolgoi LLC; Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, owns the remaining 34% stake.

Forward-Looking Statements and Forward-Looking Information

Certain statements made herein, including statements relating to matters that are not historical facts and statements about the Company’s beliefs, intentions and expectations regarding developments, results and events that will occur or may occur in the future, with ‘are “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events or future performance , reflect current expectations or beliefs about future events and are typically identified by words such as “anticipate,” “believe,” “may,” “estimate,” “expect,” “intend,” “likely,” “may,” ” plan,” “seek,” “should,” “will,” and similar expressions that suggest future results or forward-looking statements. These include, but are not limited to, statements regarding the Arrangement, including the estimated timing of the Meeting and the potential risks the Company will face if the Arrangement is not completed.

Forward-looking statements and information are based on certain assumptions and other important factors that, if they do not prove to be true, could cause the actual results, performance or achievements of the Company to differ materially from the future results, performance or achievements expressed or implied in the such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions regarding the ability of the parties to obtain the necessary stockholder approvals (including minority approvals) and court approvals on a timely and satisfactory basis; the ability of the parties to timely satisfy other conditions to the completion of the Agreement, as well as other expectations and assumptions regarding the Agreement, current and future business strategies, local and global economic conditions and the environment in which the Company will operate. These estimated dates may change for a number of reasons, including the inability to timely obtain the necessary stockholder approvals (including minority approval) and court approval, or the need to extend the timelines to satisfy other conditions prior to completion of the Arrangement.

Readers are cautioned not to place undue reliance on forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that predicted results will not occur. Events or circumstances could cause the actual results of the company to differ materially from those estimated or projected and expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the “Risk Factors” section of the Company’s management circular dated September 27, 2022 (the “Circular”) and in the “Risk Factors” section of the Company’s Annual Information Form , supplemented by the Risks and Uncertainties section of the company’s discussion and management analysis for the three and six months ended June 30, 2022 (the “2Q 2022 MD&A”). Additional information regarding these and other risks, uncertainties or factors is contained in Turquoise Hill’s filings with the SEC, as well as in its Schedule 13E-3 and Circular.

Readers are also cautioned that the lists of factors listed in the “Risk Factors” section of the Circular, the “Risk Factors” section of the Company’s Annual Information Form, the “Risks and Uncertainties” section of the 2022 Second Quarter MD&A and Schedule 13E-3 that may affect future results are not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company’s forward-looking statements and information in making decisions with respect to the Company. In addition, the forward-looking statements and information contained herein are made as of the date hereof, and the Company undertakes no obligation to update or revise any of the forward-looking statements or information included as a result of new information, future events or otherwise. except for the cases provided by the current legislation. Forward-looking statements and information contained in this document are expressly qualified by this cautionary statement.

Vice President of Investor Relations and Communications
Roy McDowall

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