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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)

Accession Number:: 0001193125-22-239078
Form Type:: 13D Filing
Publication Date:: 2022-09-05 20:00:00

Filed By:: Rio Tinto Plc
Company:: Turquoise Hill Resources Ltd. (NYSE:TRQ)
Filing Date:: 2022-09-06
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Rio Tinto plc	102,196,643	102,196,643	102,196,643	50.8%
Rio Tinto International Holdings Limited	43,947,833	43,947,833	43,947,833	21.8%
7999674 Canada Inc	21,510,000	21,510,000	21,510,000	10.7%
46117 Yukon Inc	15,228,810	15,228,810	15,228,810	7.6%
535630 Yukon Inc	21,510,000	21,510,000	21,510,000	10.7%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 31)*

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 Jamess 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

September 5, 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 13 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 13 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 13 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 13 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 13 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. 31 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 and September 1, 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 Jamess Square, London, SW1Y 4AD, United Kingdom. The principal executive office of RTIH is located at 6 St Jamess 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 August 31, 2022, RTIH and the Company entered into a binding term sheet (the Term Sheet). As contemplated by the Term Sheet, 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 YBCA). 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 Companys minority shareholders (i.e. holders of the approximately 49% of the Companys 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 YBCA (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) at a special meeting of Company Shareholders to be called to consider the Arrangement (the Special Meeting) and (ii) approval cast by a majority of the votes of the Minority Shareholders at the Special Meeting (such approvals, the Requisite Shareholder Approvals).

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

The Arrangement Agreement contains customary representations and warranties of the Company, on the one hand, and Rio Tinto and RTIH, on the other hand. The Company has also agreed to customary covenants regarding the operation of the Company and its subsidiaries prior to the completion of the Arrangement, including covenants not to, during the pendency of the Plan of Arrangement, solicit alternative transactions. The Company has also agreed to notify RTIH if the Company or its subsidiaries receive any inquiry, proposal or offer concerning an alternative transaction.

The Arrangement Agreement contains certain customary mutual termination rights for both the Company and the RTIH, including a right to terminate (i) by mutual agreement, (ii) if the Arrangement is not completed by January 31, 2023, subject to certain exceptions pursuant to the terms of the Arrangement Agreement (the Outside Date, and such termination right, an Outside Date Termination Right), (iii) if any law is enacted that prohibits or makes the consummation of the Arrangement illegal or (iv) if the Requisite Shareholder Approvals are not obtained at the Special Meeting.

The Arrangement Agreement contains customary termination rights for RTIH, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of the Company, subject to certain qualifications, (ii) if prior to obtaining the Requisite Shareholder Approvals, the Company Board or a committee of the Company Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner that is adverse to RTIH, its recommendation that the Company Shareholders vote in favor of the Arrangement at the Special Meeting (a Company Change in Recommendation), or states its intention to do any of the foregoing, (iii) if the Company breaches its non-solicitation covenant in any material respect or (iv) if a Material Adverse Effect has occurred.

The Arrangement Agreement contains customary termination rights for the Company, including a right to terminate for a breach of any representation and warranty or failure to perform any covenant on the part of RTIH or Rio Tinto, subject to certain qualifications.

RTIH will pay to the Company an amount equal to C$15 million (such amount, the Expense Reimbursement Amount) under certain circumstances, including if the Arrangement Agreement is terminated (i) by any party pursuant to an Outside Date Termination Right, provided that the condition precedent for RTIH or Rio Tinto to consummate the Transaction providing that the number of Shares held by the Company Shareholders that have validly exercised dissent rights (and not withdrawn such exercise) does not exceed 12.5% of the Shares issued and outstanding

-8-

as of the date of the Arrangement Agreement has not been satisfied, (ii) by any party because the Requisite Shareholder Approvals are not obtained at the Special Meeting, unless a Company Change in Recommendation has occurred or such failure has been caused by, or is a result of, a breach by the Company of any of its representations or warranties or the failure of the Company to perform any of its covenants or agreements under the Arrangement Agreement or (iii) by the Company due to a breach of any representation and warranty or failure to perform any covenant on the part of RTIH or Rio Tinto, subject to certain qualifications.

The Company will pay to RTIH the Expense Reimbursement Amount under certain circumstances, including if the Arrangement Agreement is terminated (i) in the event that (A) the Company Meeting is duly convened and held and the Requisite Shareholder Approvals are not obtained and (B) the Company has breached its non-solicitation covenant in any material respect, (ii) in the event that (A) the Company Meeting is duly convened and held and the Requisite Shareholder Approvals are not obtained and (B) prior to the Company Meeting, a Company Change in Recommendation has occurred or (iii) by RTIH due to a breach of any representation and warranty or failure to perform any covenant on the part the Company, subject to certain qualifications.

On September 6, 2022, Rio Tinto also issued a press release (the Press Release), which summarized the key terms of the Arrangement Agreement. Copies of the Arrangement Agreement and the Press Release are filed as Exhibit A and Exhibit B, respectively, to this Schedule 13D, and incorporated herein by reference.

Concurrently with entry into the Arrangement Agreement, the Company and RTIH have entered into an amendment (the Amended and Restated HoA) to the Amended and Restated Heads of Agreement, dated 10 May, 2022 (the May 2022 HoA), providing for an updated funding plan (the Funding Plan) for the completion of the Companys Oyu Tolgoi (OT) Underground Project in Mongolia (the Project). The Funding Plan reflected in the Amended and Restated HoA will replace the arrangements established in the May 2022 HoA. The key elements under the May 2022 HoA amended in connection with entry into the Amended and Restated HoA include:

Increasing the early advance facility agreed in May 2022 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;

Extending the date by which the initial equity offering required under the Amended and Restated HoA (the Initial Equity Offering) must be conducted and the early advance facility must be repaid from December 31, 2022 to March 31, 2023 and potentially to May 31, 2023 upon the occurrence of certain events, including regulatory or other delays to the Transaction;

A new commitment from Rio Tinto to provide additional bridge financing to the Company in the event additional funds are required by the Company in respect of the December 2022 principal repayment under the Oyu Tolgoi project finance facility; and

Securing Rio Tintos commitment to participate pro rata in the Initial Equity Offering subject to certain pre-conditions set forth in the Amended and Restated HoA.

The Amended and Restated HoA is filed as Exhibit C to this Schedule 13D.

Concurrently with entry into the Arrangement Agreement, Cuprum Metals Pte Ltd, a corporation incorporated under the laws of the Republic of Singapore (as borrower), the Company and RTIH have entered into a secured early advance funding agreement (the Early Advance Funding Agreement) to provide for an updated funding plan pursuant to and in connection with the Amended and Restated HoA. The Early Advance Funding Agreement is filed as Exhibit D to this Schedule 13D.

Concurrently with entry into the Arrangement Agreement, RTIH and independent directors and senior officers of the Company (each, a Locked-Up Shareholder) have each entered into a voting and support agreement (each, a Voting Agreement), pursuant to which each such Locked-Up Shareholder has agreed, among other things, to vote their Shares in favor of the adoption of the Arrangement Agreement and the Arrangement. The form of the Voting Agreements is filed as Exhibit E to this Schedule 13D.

It is expected that, upon completion of the Arrangement, the Companys securities will be delisted from NYSE and the Toronto Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, and the Company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

-9-

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 Arrangement, the Arrangement Agreement, the Press Release, the Amended and Restated HoA, the Early Advance Funding Agreement and the Voting Agreements do not purport to be complete and they are qualified in their entirety by reference to Exhibits A, B C, D and E 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.).

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 Companys 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 June 30, 2022, as disclosed by the Company in its Managements Discussion and Analysis attached as an Exhibit to the Companys Report on Form 6-K filed with the SEC on August 4, 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.

-10-

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		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.

B		Press Release dated September 6, 2022.

C		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.

D		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.

E		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.

F		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, 2022.¹

G		Press Release dated September 1, 2022.¹

H		Press Release dated August 24, 2022.²

I		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.³

J		Non-binding proposal letter, dated March 13, 2022.⁴

K		Press Release dated March 14, 2022.⁴

L		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁵

M		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁶

N		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁷

O		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁸

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

²	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

³	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁷	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁸	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

-11-


P		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁹

Q		Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁹

R		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁹

S		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

T		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

U		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

V		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

W		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹²

X		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹³

Y		Press Release dated August 24, 2011.¹⁴

Z		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁵

AA		Press Release dated January 24, 2012.¹⁵

BB		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁶

CC		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁷

DD		Press Release dated July 30, 2012.¹⁸

EE		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

FF		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²⁰

GG		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²¹

⁹	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

¹⁰	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

¹¹	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹²	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁵	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁹	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.

²⁰	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²¹	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.

-12-


HH		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²²

II		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²²

²²	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.

-13-

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 6, 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

-14-

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 Jamess Square London SW1Y 4AD United Kingdom	Canada

Jakob Stausholm	Chief Executive, Rio Tinto	6 St Jamess Square London SW1Y 4AD United Kingdom	Denmark

Peter Cunningham	Chief Financial Officer	6 St Jamess 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 Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

Sam Laidlaw	Company Director	6 St Jamess 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 Jamess Square London SW1Y 4AD United Kingdom	United States / Australia

Ngaire Woods CBE	Company Director	6 St Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

-15-


Name	Present Principal Occupation	Business Address	Citizenship
*Executive Officers*

Jakob Stausholm	Chief Executive	6 St Jamess Square London SW1Y 4AD United Kingdom	Denmark

Bold Baatar	Chief Executive, Copper	6 St Jamess 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 Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

Mark Davies	Chief Technical Officer	6 St Jamess Square London SW1Y 4AD United Kingdom	Australia

Isabelle Deschamps	Chief Legal Officer & External Affairs	6 St Jamess Square London SW1Y 4AD United Kingdom	Canada

Sinead Kaufman	Chief Executive, Minerals	6 St Jamess Square London SW1Y 4AD United Kingdom	Ireland /Australia

James Martin	Chief People Officer	6 St Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

Kellie Parker	Chief Executive Australia	6 St Jamess Square London SW1Y 4AD United Kingdom	Australia

Arnaud Soirat	Chief Operating Officer	6 St Jamess Square London SW1Y 4AD United Kingdom	France

Simon Trott	Chief Executive, Iron Ore	6 St Jamess 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

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Rio Tinto International Holdings Limited

Directors and Executive Officers


Name	Present Principal Occupation	Business Address	Citizenship
*Directors*

Matthew Cox	Director	6 St Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

Steven Allen	Director	6 St Jamess Square London SW1Y 4AD United Kingdom	United Kingdom

John Kiddle	Director	6 St Jamess 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

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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

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EXHIBIT INDEX


Exhibit Number		Description

A		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.

B		Press Release dated September 6, 2022

C		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.

D		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 6, 2022.

E		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.

F		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, 2022.¹

G		Press Release dated September 1, 2022.¹

H		Press Release dated August 24, 2022.²

I		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.³

J		Non-binding proposal letter, dated March 13, 2022.⁴

K		Press Release dated March 14, 2022.⁴

L		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.⁵

M		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.⁶

N		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.⁷

O		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.⁸

P		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁹

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

²	Filed as an exhibit to the amended Schedule 13D on August 25, 2022.

³	Filed as an exhibit to the amended Schedule 13D on May 19, 2022.

⁴	Filed as an exhibit to the amended Schedule 13D on March 14, 2022.

⁵	Filed as an exhibit to the amended Schedule 13D on January 25, 2022.

⁶	Filed as an exhibit to the amended Schedule 13D on April 9, 2021.

⁷	Filed as an exhibit to the amended Schedule 13D on September 14, 2020.

⁸	Filed as an exhibit to the amended Schedule 13D on January 15, 2014.

⁹	Filed as an exhibit to the original Schedule 13D on November 3, 2006.

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Q		Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.⁹

R		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.⁹

S		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

T		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹⁰

U		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

V		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.¹¹

W		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.¹²

X		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.¹³

Y		Press Release dated August 24, 2011.¹⁴

Z		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.¹⁵

AA		Press Release dated January 24, 2012.¹⁵

BB		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.¹⁶

CC		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.¹⁷

DD		Press Release dated July 30, 2012.¹⁸

EE		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.¹⁹

FF		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.²⁰

GG		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.²¹

HH		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.²²

II		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013.²²

¹⁰	Filed as an exhibit to the amended Schedule 13D on September 12, 2007.

¹¹	Filed as an exhibit to the amended Schedule 13D on October 26, 2007.

¹²	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.

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

¹⁴	Filed as an exhibit to the amended Schedule 13D on August 25, 2011.

¹⁵	Filed as an exhibit to the amended Schedule 13D on January 26, 2012.

¹⁶	Filed as an exhibit to the amended Schedule 13D on April 20, 2012.

¹⁷	Filed as an exhibit to the amended Schedule 13D on May 24, 2012.

¹⁸	Filed as an exhibit to the amended Schedule 13D on August 2, 2012.

¹⁹	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.

²⁰	Filed as an exhibit to the amended Schedule 13D on July 3, 2013.

²¹	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.

²²	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.

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