SkyLaw's submission to the Ontario Securities Commission regarding the proposed plan of arrangement involving Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto plc, pursuant to the provisions of the Business Corporations Act (Yukon).

1. SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
Confidential
November 11, 2022
Via Email
Autorité des Marchés Financiers
800, rue du Square-Victoria, 22e étage
C.P. 246, Place Victoria
Montréal, QC H4Z 1G3
centre.info@lautorite.qc.ca
Attention: Patrick Théoret, Directeur du financement des sociétés
patrick.theoret@lautorite.qc.ca
Andrée-Anne Arbour-Boucher, Avocate et Analyste sénior, Financement des
sociétés
andree-anne.arbour-boucher@lautorite.qc.ca
Ontario Securities Commission
20 Queen Street West, 20th Floor
Toronto ON M5H 3S8
inquiries@osc.gov.on.ca
Attention: Jeff Kehoe, Director, Enforcement
jkehoe@osc.gov.on.ca
Jason Koskela, Director, Office of Mergers and Acquisitions
jkoskela@osc.gov.on.ca
Dear Sirs and Mesdames:
Re: Proposed plan of arrangement involving Turquoise Hill Resources Ltd. ( “Turquoise
Hill”), Rio Tinto International Holdings Limited and Rio Tinto plc pursuant to the
provisions of the Business Corporations Act (Yukon) (the “Arrangement”)
We are writing on behalf of our client, who is a retired senior investment banker in Canada and
who is also a shareholder of Turquoise Hill.
Our client has engaged us to review the public record and consider the extent to which the
proposed Arrangement is in compliance with corporate and securities laws, in particular under
Multilateral Instrument 61-101. Following our review and discussions with our client, our client
is of the view that the proposed Arrangement is fundamentally flawed and circumvents important
protections for minority shareholders.

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SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
Enclosed is a letter that we have sent today on behalf of our client to counsel to Turquoise Hill.
In our letter we set out specific concerns about the Arrangement that we are asking Turquoise
Hill and its special committee of independent directors to consider, particularly in light of the
unusual side agreements entered into by the acquiror, Rio Tinto plc, and certain significant
shareholders of Turquoise Hill that were disclosed on November 2, 2022.
We understand from the news release issued by Turquoise Hill on November 9, 2022 that the
Autorité des Marchés Financiers (“AMF”) is already looking into the transaction and considers it
as currently structured to raise public interest concerns. We agree. Our client would respectfully
encourage the AMF and the Ontario Securities Commission to exercise their public interest
jurisdiction and take action to ensure that the rights of minority shareholders are appropriately
respected. In the view of our client, the transaction as currently structured erodes the fairness and
integrity of Canada’s capital markets and sets an unacceptable precedent.
We would be pleased to provide any further information that you may require. Please do not
hesitate to contact the undersigned at any time.
Sincerely,
SKYLAW PROFESSIONAL CORPORATION
By:
Name: Kevin West
Title: President

3. SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
Confidential
November 11, 2022
Via Email
Norton Rose Fulbright Canada LLP
1 Place Ville Marie
Suite 2500
Montreal, Quebec, Canada
H3B 1R1
Attention: Steve Malas
steve.malas@nortonrosefulbright.com
Orestes Pasparakis
orestes.pasparakis@nortonrosefulbright.com
Dear Mesdames and Sirs:
As you are aware, we represent a shareholder of Turquoise Hill Resources Ltd. (the “Company”).
We are writing to express the concerns of our client about the proposed Plan of Arrangement with
Rio Tinto plc, and in particular the agreements between Rio Tinto and Pentwater Capital
Management LP and SailingStone Capital Partners LLC (collectively, the “Named
Shareholders”) disclosed in the Company’s press release issued November 2, 2022.
1) Special Committee Deliberations and Fairness. The Special Committee of the Company’s
Board of Directors (the “Special Committee”) should take this opportunity to consider the
reasons for the significant opposition to the Plan of Arrangement as currently proposed,
refresh the advice that it has been given from its legal and financial advisors, and properly
disclose its review and approval process in an amendment to the Company’s management
information circular (the “Circular”).
We would expect that in the course of its review, the Special Committee will take into
account the underlying principle of MI 61-101 (as articulated in CSA Multilateral Staff
Notice 61-302 (“61-302”)) that “all security holders be treated in a manner that is fair and
that is perceived to be fair,” as well as the other principles set out in 61-302, including the
expectation of full compliance with the “spirit and intent” of MI 61-101.
In our view, the sweetheart deals with the Named Shareholders fly in the face of the general
securities law principles of fairness and equal treatment of shareholders. Indeed, the very
existence of the agreements with the Named Shareholders is a strong indicia that the
consideration being offered to minority shareholders in this transaction is patently unfair.
The Named Shareholders presumably believe that is the case as well, as it would seem that
they expect to receive greater consideration through their secret dissent proceedings.

4. 2
SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
In addition, the Named Shareholders have been provided access to a process that provides
them with significant benefits. In particular:
• The Named Shareholders will receive 80% of the cash price being paid to other
shareholders up front (reducing credit risk and relieving lost opportunity cost),
and will receive interest on the remainder of that cash price upon the final
determination of the dissent proceedings, which the parties will use reasonable
commercial efforts to conclude within 12 months.
• However, all other shareholders are left with the dissent procedures
contemplated under the Business Corporations Act (Yukon) (the “YBCA”).
The YBCA contemplates a hearing in court in the Yukon and includes no such
up-front funding requirements, payment of interest, or timing expectations
(some dissent procedures on record have taken years to conclude).
• Moreover, the costs of undertaking a dissent process in court will be a
significant hurdle for many shareholders, and could be much higher than those
of a 12-month mediation and arbitration procedure.
Please confirm that the Special Committee has met to consider the agreements with the
Named Shareholders and that the Special Committee will make a determination as to
whether to recommend that minority shareholders vote in favour of the transaction after
receiving appropriate advice and taking into account these new developments.
2) Updated Record Date. Please confirm that the Special Committee has considered bringing
forward the record date to a more current date. At this time, the record date for the
transaction is September 19, 2022. Only the parties that were shareholders of the Company
on the record date are entitled to vote at the shareholder meeting to approve the
arrangement.
Many votes were cast in favour of the transaction by shareholders prior to the
announcement of the agreements with the Named Shareholders. However, those
shareholders may have voted differently had they had the benefit of knowing about the
sweetheart deals. Furthermore, there has been significant trading in the Company’s shares
since September 19, and so many shareholders who submitted their votes prior to the
disclosure of the agreements with the Named Shareholders no longer hold shares of the
Company, no longer have an interest in the outcome of the transaction, and therefore will
not take the time to change their votes.
Votes cast in favour of the transaction prior to the disclosure of the agreements with the
Named Shareholders should not be relied on as an indication of fairness, as those
shareholders voted on a fundamentally different transaction.
Given the magnitude of the change in the information, the transaction in its current form
should be approved by votes cast by the current shareholders with the benefit of full and
current disclosure.

5. 3
SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
3) Mailing of Amended Information Circular. The Circular is dated September 27, 2022. The
agreements with the Named Shareholders were disclosed November 2, 2022. Section
4.2(4) of MI 61-101 requires the Company to promptly disseminate disclosure of any
change that occurs after the date of the information circular that would reasonably be
expected to affect the decision of the shareholders to vote for or against the transaction. In
our view, the agreements with the Named Shareholders clearly represent a significant
change that should be disclosed by way of an amendment to the original Circular.
Please confirm that the Company will promptly issue and mail to shareholders an
amendment to the Circular that includes at a minimum the following disclosure required
under Section 4.2(3) of MI 61-101:
• The review and approval process adopted by the Board of Directors and the
Special Committee in light of the agreements with the Named Shareholders;
• The identity of all of the Named Shareholders, their individual holdings and the
fact that they are joint actors with Rio Tinto per the below (or an explanation of
why they are not); and
• The direct and indirect benefits to the Named Shareholders of accepting or
refusing the transaction (as contemplated in Item 14 of Form 62-104F2) and the
other information required to be disclosed pursuant to Section 4.2 of the
Companion Policy to MI 61-101.
In our view, the Company’s November 2 press release fails to provide sufficient or
meaningful disclosure to shareholders, in particular in respect of the confidential
oppression claims delivered to the Company by the Named Shareholders on October 31,
2022 (the “Secret Oppression Claims”) and the other matters set out in the agreements
with the Named Shareholders.
We also note that proxies were solicited with the assistance of Kingsdale Advisors and,
given the magnitude of the changes to information in the Circular, it is incumbent on the
Company to ensure that all shareholders who submitted proxies prior to the November 2
press release receive both sufficient information and sufficient time to make an informed
voting decision. The only effective way to do so is by amending the Circular and mailing
it to shareholders, along with a revised formal valuation and revised fairness opinions.
4) Investigation into Oppressive Conduct. While the substance of the Secret Oppression
Claims of the Named Shareholders is not disclosed (an issue we address above as a
shortcoming of the Company’s November 2 press release), we can speculate that they
likely relate to the concerns previously raised publicly by the Named Shareholders. Any
loss of value to shareholders as a result of the oppressive conduct described in the Secret
Oppression Claims should be thoroughly investigated by the Special Committee.
Compensation for such loss of value should not be provided solely to the Named
Shareholders in secret proceedings.

6. 4
SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
We note the following:
• The Circular states that pursuant to an agreement entered into on January 24,
2022, the Company agreed to conduct an equity offering of at least US$650
million by August 31, 2022. Between January 25 and March 11, 2022, the
Company’s share price rose materially, copper prices increased by
approximately 6%, and the average share price of the Company’s peers surged
by 18%. BMO Nesbitt Burns Inc., in a presentation to the Special Committee
on June 27, 2022, referred to March 2022 as a period of “record copper prices
and a very supportive market”, noting that approximately US$1.5 billion in
mining equity issuances had been raised during that month alone. Yet the
Company did not take steps to launch an equity offering.
• The Circular states that Rio’s Initial Proposal (as defined therein) to the
Company was delivered on March 13, 2022, and that it was conditional on the
Company not raising any additional equity capital. Despite the fact that the
Company needed to issue equity, had agreed to issue it, and was then in the
midst of market conditions that were ideal for issuing it, the Company did not
take steps to capitalize on that situation and instead accepted short-term bridge
financing from Rio. Five months later, the Company announced its rejection of
the Initial Proposal, by which time copper prices had dropped significantly and
with them industry share prices and capital markets’ demand for mining equity.
By that same time, the Circular indicates that the Corporation’s estimated
funding requirements had also increased by hundreds of millions of dollars.
• In an open letter to shareholders of the Company dated October 25, 2022, Rio
Tinto explicitly confirms that the Company’s need for imminent liquidity is the
backdrop against which Rio makes its acquisition offer. Rio states that that
“over the next two years Turquoise Hill needs an additional US$3.6 billion
(C$4.9 billion) in funding. A proportion of the funding burden will fall on
shareholders, and we will all need to contribute cash or face dilution.” Rio goes
on to warn that “if our proposal does not proceed then in future all shareholders
will need to contribute proportionately.” Those factors have no doubt been
influential in regards to how shareholders of the Company have voted and will
vote in respect of the arrangement.
• However, it was Rio Tinto itself, in conjunction with the Company’s conduct
over the five months of negotiating this bid, that has, in BMO’s words,
“stall[ed] a potential issuance” of equity in a “very supportive market”, helping
to give rise to the Company’s current pressing financial situation that Rio now
leverages to its advantage.
Further to our request above, please confirm that the Company will disclose the substance
of the Secret Oppression Claims in detail, and that the Special Committee will consider the
extent to which any loss of value resulting from the actions described in the Secret

7. 5
SkyLaw Professional Corporation Tel: 416.759.5299
Fax: 1.866.832.0623
Email: kevin.west@skylaw.ca
3 Bridgman Avenue, Suite 204
Toronto, ON Canada M5R 3V4
www.skylaw.ca
Oppression Claims should be reflected in amended transaction terms available to all
shareholders and not just the Named Shareholders.
5) Disclosure of Joint Actor Status. In our view, the Named Shareholders are “joint actors”
as defined in MI 61-101. The agreements with the Named Shareholders are clearly an
agreement to exercise their voting rights in concert with Rio Tinto as contemplated in
Section 1.9 of National Instrument 62-104, since the exception for support agreements in
clause (3) of that Section 1.9 does not apply to an agreement to withhold votes (only to
tender their securities or vote in approval). However, the early warning reports and related
press releases issued by Rio Tinto and the Named Shareholders fail to make this disclosure.
Please confirm that the Company has identified this deficiency to Rio Tinto and the Named
Shareholders and requested that they immediately correct their disclosure.
6) Compliance with the Yukon Business Corporations Act. Please explain how the Company
intends to comply with Section 193 of the YBCA in light of the agreements with the Named
Shareholders. The YBCA requires, among other things, that a corporation make an offer
to all dissenting shareholders on the same terms. In our view, the agreements with the
Named Shareholders make it impossible for the Company to comply with this requirement.
7) Deadline for Appearing at the Application for Final Order. We understand that the
Company is seeking court approval for the new shareholder meeting date and revised
timelines for submitting dissents. The Interim Order of the Supreme Court of Yukon
provides that the deadline for filing an “Appearance and Response” and related material
by a shareholder desiring to appear and make submissions at the application by the
Company for the final order of the Supreme Court of Yukon approving the arrangement is
November 2, 2022. Please confirm that the Company will ask the Court to extend this
deadline from November 2 to a date that provides sufficient notice for shareholders to
prepare and file the required materials.
8) Notice of Exercise of Dissent Rights. Please confirm whether any shareholder has
attempted to exercise dissent rights but the Company intends to reject them. In our view, it
puts the Canadian capital markets into disrepute if the Company receives a purported
attempt to exercise dissent rights and rejects it without informing the shareholder of that
fact or the reasons therefor in sufficient time for the deficiencies to be remedied.
As you are aware, our client has delivered Notices of Dissent. Our client is also considering all
other avenues available to him. In addition, we have been instructed to forward this letter to the
Autorité des Marchés Financiers and the Ontario Securities Commission.
Sincerely,
SKYLAW PROFESSIONAL CORPORATION
By:
Name: Kevin West
Title: President