Rio Tinto International Holdings Limited along with Rio Tinto Group (LSE:RIO made a non-binding proposal to acquire the remaining 49.2% stake of Turquoise Hill Resources Ltd. (TSX:TRQ) from SailingStone Capital Partners LLC, Pentwater Capital Management LP and others for CAD 3.4 billion on March 13, 2022. Under the terms of the proposed transaction, Turquoise Hill minority shareholders would receive CAD 34 in cash per Turquoise Hill share. Rio Tinto Group currently beneficially directly and indirectly owns 102,196,643 common shares of Turquoise Hill and post the transaction it will hold 100% stake in Turquoise Hill. The aggregate consideration payable under the terms of the proposed transaction will be funded from Rio Tinto's existing cash reserves. Key terms of the amendment to the Funding HoA include An extension of the date by which the Company shall have conducted one or more equity offerings for aggregate proceeds of at least $650 million (the “Initial Equity Offering”) to December 31, 2022 (instead of the prior deadline of August 31, 2022), A commitment by Rio Tinto to provide additional short-term bridge financing directly to the Company by way of one or more secured advances of up to $400 million expected to be made available to the Company in the coming weeks subject to satisfaction or waiver of certain conditions precedent, and which is to be repaid out of the proceeds of the Initial Equity Offering and If Rio Tinto has not publicly withdrawn the Proposal prior to June 30, 2022, automatic removal of the condition that the Company have completed the Initial Equity Offering prior to drawing any short-term secured advances of up to $300 million (collectively, the “Advances”) provided for in the Funding HoA.

The proposed transaction, which is expected to be conducted by way of a Canadian plan of arrangement, will be subject to customary closing conditions, including approval by 66 2/3% or more of the votes cast by Turquoise Hill minority shareholders. The transaction is also subject to finalisation of an acceptable Arrangement Agreement by Rio Tinto and Turquoise Hill, receipt of executed acceptable voting support agreements from each of the directors and officers of Turquoise Hill, the approval of the Boards of Directors of each of Rio Tinto and Turquoise Hill to enter into the Arrangement Agreement and the supporting documents and other conditions. The proposed transaction is not subject to any financing condition or due diligence. In response to the proposal, Turquoise Hill's Board of Directors formed a Special Committee of independent directors comprised of Maryse Saint-Laurent (Chair), George Burns, Peter Gillin and Russel Robertson. Credit Suisse, RBC Capital Markets and Rothschild & Co acted as financial advisors and McCarthy Tétrault LLP and Scott D. Miller of Sullivan & Cromwell LLP acted as legal advisor to Rio Tinto. The Special Committee of Turquoise Hill's Board of Directors has retained BMO Nesbitt Burns Inc. as its financial advisor while Blake, Cassels & Graydon LLP acted as its legal counsel. In addition, the special committee has retained TD Securities as an independent valuator to prepare a formal valuation of the common shares of the Turquoise Hill.

Rio Tinto International Holdings Limited along with Rio Tinto Group (LSE:RIO cancelled the acquisition of the remaining 49.2% stake of Turquoise Hill Resources Ltd. (TSX:TRQ) from SailingStone Capital Partners LLC, Pentwater Capital Management LP and others on August 15, 2022. The Special Committee concluded that Rio Tinto's offer price of CAD 34 per share does not fully and fairly reflect the fundamental and long-term strategic value of the Company's majority ownership of the Oyu Tolgoi project.