Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 35)*

 

 

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

November 24, 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 14 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     102,196,643 (see Item 5)
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     102,196,643 (see Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     102,196,643 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     50.8% (see Item 5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     HC, CO

 

-2-

CUSIP No.: 900435108		SCHEDULE 13D		Page 3 of 14 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     43,947,833 (see Item 5 )
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     43,947,833 (see Item 5 )

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     43,947,833 (see Item 5 )
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     21.8% (see Item 5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     HC, CO

 

-3-

CUSIP No.: 900435108		SCHEDULE 13D		Page 4 of 14 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     21,510,000 (see Item 5)
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     21,510,000 (see Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     21,510,000 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     10.7% (see Item 5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     CO

 

-4-

CUSIP No.: 900435108		SCHEDULE 13D		Page 5 of 14 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     15,228,810 (see Item 5)
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     15,228,810 (see Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     15,228,810 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     7.6% (see Item 5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     CO

 

-5-

CUSIP No.: 900435108		SCHEDULE 13D		Page 6 of 14 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     21,510,000 (see Item 5)
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     21,510,000 (see Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     21,510,000 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     10.7% (see Item 5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     CO

 

-6-

CUSIP No.: 900435108		SCHEDULE 13D		Page 7 of 14 pages

 

Item 1. Security and Issuer

This Amendment No. 35 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, September 6, 2022, October 25, 2022, November 2, 2022 and November 17, 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 X, 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-

CUSIP No.: 900435108		SCHEDULE 13D		Page 8 of 14 pages

 

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 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 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.

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

As previously reported, on November 1, 2022, in connection with the Arrangement Agreement, RTIH and Rio Tinto entered into agreements (each, a Withholding Shareholder Agreement) with certain Minority Shareholders affiliated with Pentwater Capital Management LP and Sailingstone Capital Partners LLC (such Minority Shareholders collectively, the Withholding Shareholders), pursuant to which, among other things, each Withholding Shareholder agreed to conduct any dissent proceedings relating to the Arrangement and certain other claims by arbitration in accordance with the terms of the applicable Withholding Shareholder Agreement.

As previously reported, on November 17, 2022, RTIH, Rio Tinto entered into agreements (the Termination Agreements) with the Withholding Shareholders, pursuant to which RTIH, Rio Tinto and the Withholding Shareholders have agreed to terminate each of the Withholding Shareholder Agreements. Pursuant to the Termination Agreements, the provisions of the Withholding Shareholder Agreements are terminated and neither RTIH, Rio Tinto nor any of the Withholding Shareholders have any further liability or obligation thereunder. Other than the Termination Agreements, there is no agreement, understanding or commitment between RTIH or Rio Tinto on the one hand and any of the Withholding Shareholders on the other hand, including in any way related to the Arrangement Agreement, any oppression or other claims of the Withholding Shareholders or any of their respective affiliates or any other matter.

As previously reported, on November 17, 2022, Rio Tinto issued a press release (the Update Press Release), a copy of which is attached hereto as Exhibit D. As set forth in the Update Press Release, in addition to announcing entry into the Termination Agreements, Rio Tinto also reaffirmed that all Minority Shareholders (including the Withholding Shareholders) have access to the same dissent rights and statutory processes in accordance with the provisions of Section 193 of the YBCA and the interim order, as amended, relating to the Arrangement, as set forth in further details in the Companys management proxy circular dated September 27, 2022 (the Circular), as supplemented by the supplement, dated November 24, 2022, to the Circular (the Circular Supplement). The Circular Supplement provides that, among other things, a special meeting of the Company Shareholders to consider and, if advisable, pass a special resolution approving the Arrangement, will be held on December 9, 2022 at 12:00 pm. (Montréal time), as further set forth in the amended interim order attached to the Circular Supplement.

On November 24, 2022, RTIH, Rio Tinto and the Company entered into an amendment to the Arrangement Agreement (the Arrangement Agreement Amendment) in order to amend the Plan of Arrangement to give effect to commitments previously described in the Update Press Release (the Amended Plan of Arrangement).

Pursuant to the terms of the Arrangement Agreement Amendment, the Amended Plan of Arrangement and the Circular Supplement, as applicable, Rio Tinto agreed to:

 

Waive the 12.5% dissent condition in respect of the Arrangement, provided the Shares for which dissent is validly exercised do not exceed 17.5% of Shares outstanding;

 

-8-

CUSIP No.: 900435108		SCHEDULE 13D		Page 9 of 14 pages

 

Pay C$34.40 per Share (the Upfront Payment) to any Company Shareholder who validly dissents to the Arrangement (a Dissenting Shareholder) and elects to receive such amount (an Electing Shareholder) not later than December 14, 2022;

 

Pay to an Electing Shareholder interest at the Canada 1 Year Treasury Bill Yield on any balance of fair value that becomes payable under the dissent process over and above the Upfront Payment up to C$43.00 in fair value per Share, calculated from the effective date the of the Arrangement, (the Effective Date) to the date of any such payment, provided that no other interest shall be payable to an Electing Shareholder in respect of any fair value payment; and

 

Allow any oppression claims by any Minority Shareholders, including Electing Shareholders, against the Company, Rio Tinto or their respective affiliates to survive the Arrangement and be pursued following the Effective Date, where such claims are served on or provided to the Company and Rio Tinto no later than seven days following the Effective Date.

The foregoing descriptions of the Arrangement Agreement Amendment, Circular Supplement, Termination Agreements, the Update Press Release, the Withholding Shareholder Agreements and the Arrangement Agreement do not purport to be complete and they are qualified in their entirety by reference to Exhibit A, B, C, D, E, F, G and J respectively, which are incorporated herein by reference.

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.

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 September 30, 2022, as disclosed by the Company in its Managements Discussion and Analysis of Financial Condition and Results of Operation for the period ended September 30, 2022 attached as an Exhibit to the Companys Report on Form 6-K filed with the SEC on November 14, 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.

 

-9-

CUSIP No.: 900435108		SCHEDULE 13D		Page 10 of 14 pages

 

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.

 

-10-

CUSIP No.: 900435108		SCHEDULE 13D		Page 11 of 14 pages

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit Number		Description
A		Amendment No. 1 to the Arrangement Agreement, between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings, Limited, dated November 24, 2022.
B		Supplement, dated November 24, 2022 to the Management Information Circular of Turquoise Hill Resources Ltd. dated September 27, 2022.
C		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.1*
D		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.1*
E		Update Press Release dated November 14, 2022.1
F		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.2*
G		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.2*
H		Press Release dated November 1, 2022.2
I		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.3
J		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.4
K		Press Release dated September 6, 2022.4
L		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.4
M		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.4
N		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.4
O		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, 2022.5

 

1	Filed as an exhibit to the amended Schedule 13D on November 17, 2022.

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

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

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

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

 

-11-

CUSIP No.: 900435108		SCHEDULE 13D		Page 12 of 14 pages

 

P		Press Release dated September 1, 2022.5
Q		Press Release dated August 24, 2022.6
R		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.7
S		Non-binding proposal letter, dated March 13, 2022.8
T		Press Release dated March 14, 2022.8
U		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.9
V		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.10
W		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.11
X		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.12
Y		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.13
Z		Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.13
AA		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.13
BB		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.14
CC		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.14
DD		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.15
EE		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd. 15
FF		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.16

 

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

*	Personally identifiable information has been redacted from each of these exhibits

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

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

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

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

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

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

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

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

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

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

 

-12-

CUSIP No.: 900435108		SCHEDULE 13D		Page 13 of 14 pages

 

GG		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.17
HH		Press Release dated August 24, 2011.18
II		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.19
JJ		Press Release dated January 24, 2012.19
KK		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.20
LL		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.21
MM		Press Release dated July 30, 2012.22
NN		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.23
OO		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.24
PP		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.25
QQ		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.26
RR		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013. 26

 

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

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

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

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

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

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

23	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.

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

25	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.

26	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-

CUSIP No.: 900435108		SCHEDULE 13D		Page 14 of 14 pages

 

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: November 25, 2022

 

 

-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

 

-16-

		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

 

Name		Present Principal Occupation		Business Address		Citizenship
Executive Officers
Rio Tinto Secretariat Limited		Secretary		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

 

-17-

		46117 Yukon Inc. Director and Executive Officer
Name		Present Principal Occupation		Business Address		Citizenship
Director
Robert Morgan		Director and President		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

 

		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

 

-18-

EXHIBIT INDEX

 

Exhibit Number		Description
A		Amendment No. 1 to the Arrangement Agreement, between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings, Limited, dated November 24, 2022.
B		Supplement, dated November 24, 2022 to the Management Information Circular of Turquoise Hill Resources Ltd. dated September 27, 2022.
C		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.1*
D		Termination Agreement, dated November 17, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.1*
E		Update Press Release dated November 14, 2022. 1
F		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.2*
G		Agreement, dated November 1, 2022, among the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc.2*
H		Press Release dated November 1, 2022.2
I		Open Letter Issued to Shareholders of Turquoise Hill Resources Ltd. from Rio Tinto plc, dated October 25, 2022.3
J		Arrangement Agreement between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited, dated September 5, 2022.4
K		Press Release dated September 6, 2022.4
L		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022.4
M		Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022.4
N		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.4
O		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, 2022.5
P		Press Release dated September 1, 2022.5

 

1	Filed as an exhibit to the amended Schedule 13D on November 17, 2022.

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

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

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

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

 

-19-

Q		Press Release dated August 24, 2022.6
R		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May 18, 2022.7
S		Non-binding proposal letter, dated March 13, 2022.8
T		Press Release dated March 14, 2022.8
U		Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022.9
V		Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated April 9, 2021.10
W		Memorandum of Understanding between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd, dated September 9, 2020.11
X		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc., 46117 Yukon Inc. and 535630 Yukon Inc.12
Y		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.13
Z		Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited.13
AA		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited.13
BB		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.14
CC		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.14
DD		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.15
EE		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd. 15
FF		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010.16
GG		Agreement between Rio Tinto International Holdings Limited and the Government of Mongolia dated June 8, 2011.17
HH		Press Release dated August 24, 2011.18

 

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

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

*	Personally identifiable information has been redacted from each of these exhibits.

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

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

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

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

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

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

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

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

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

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

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

 

-20-

II		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012.19
JJ		Press Release dated January 24, 2012.19
KK		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012.20
LL		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012.21
MM		Press Release dated July 30, 2012.22
NN		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.23
OO		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013.24
PP		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013.25
QQ		Memorandum of Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 23, 2013.26
RR		New Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated August 23, 2013. 26

 

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

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

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

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

23	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.

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

25	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.

26	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.

 

-21-