Rio Tinto said that it has carefully considered the concerns raised by minority shareholders of Turquoise Hill Resources in relation to the dissent and dispute resolution provisions in the agreements it entered into with certain funds and other entities related to Pentwater Capital Management and SailingStone Capital Partners that were previously announced on 1 November 2022. Rio Tinto in good faith has been negotiating with the Special Committee of Turquoise Hill on comparable provisions for other minority shareholders. However, notwithstanding the parties best efforts, those negotiations have been unsuccessful.Rio Tinto has now agreed to terminate the Agreements with the Named Securityholders. While Rio Tinto’s proposed transaction to acquire, byway of a plan of arrangement, the approximately 49% of the issued and outstanding shares of Turquoise Hill that Rio Tinto does not own for CAD 43.00 per share in cash will proceed, there is no assurance that any of the Named Securityholders will continue to withhold their vote or whether any of them will vote for or against the Arrangement. To further support the Proposed Transaction, Rio Tinto irrevocably commits to:Waive the 12.5% dissent condition in respect of the Arrangement, provided that Turquoise Hill shares for which dissent is validly exercised do not exceed 17.5% of Turquoise Hill shares outstanding;Pay CAD 34.40 per share to any Turquoise Hill shareholder who validly dissents and elects to receive such amount, within two business days of the effective date of the ArrangementPay 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 CAD 43 per share calculated from the Effective Date to the date of payment, provided that no other interest shall be payable to an Electing Shareholder in respect of any fair value paymentAllow any oppression claims by any Turquoise Hill minority shareholders, including Electing Shareholders, against Turquoise Hill, 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 Turquoise Hill and Rio Tinto no later than seven days following the Effective Date.