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Rio Tinto: Rio Tinto reaches agreement with certain shareholders of Turquoise Hill Resources

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Rio Tinto has entered into agreements (“Agreements”) with certain funds and other entities related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (the “Securityholders”) in relation to the special meeting (“Special Meeting”) of Turquoise Hill Resources Ltd (“Turquoise Hill”) shareholders to vote on Rio Tinto’s acquisition by way of plan of arrangement (the “Arrangement”) of the approximately 49% of the issued and outstanding shares of Turquoise Hill that Rio Tinto does not own for C$43.00 per share in cash (the “Consideration”). As announced by Turquoise Hill, the Special Meeting has been postponed until Tuesday 8th November.

Under the Agreements, the Securityholders have agreed to withhold their votes at the Special Meeting and exercise their dissent rights in respect of the Arrangement. Rio Tinto has agreed to increase the dissent condition under the Arrangement Agreement from 12.5% to 17.5% of Turquoise Hill shares issued and outstanding. Under the Agreements, the parties have also agreed that the dissent proceedings with the Securityholders and certain other claims shall be conducted by arbitration, and the Securityholders shall be paid C$34.40 of the Consideration following the completion of the Arrangement, with the remaining Consideration payable following the final determination of the arbitration. The Agreements contain customary releases of the parties.

Rio Tinto reconfirms that the proposal of C$43.00 per Turquoise Hill share is best and final.

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