Schedule 13D/A Amendment No. 21

Defined Terms:

As used in this Binding Term Sheet:

(i)     the capitalized terms “Affiliate”, “Altynalmas Net Proceeds”, “Applicable Law”, “Business Day”, “Canadian Securities Laws”, “Debt”, “Encumbrance”, “GAAP”, “Governmental Authority”, “IFRS”, “Interim Funding Facility”, “LIBOR Rate”, “Loan Amount”, “Maturity Date”, “NASDAQ”, “Non-OT Assets”, “NYSE”, “Operations”, “OT Interim Funding Agreement”, “OT LLC”, “OT Project”, “OT Project Financing”, “PPA”, “Rio Tinto Group”, “RT/IVN Governance Agreement”, “Subsidiary”, “Taxes” and “TSX” have the respective meanings given to them in the Short Term Bridge Funding Agreement, as amended hereby;

(ii)    the capitalized terms “Completion Support Agreement”, “Material Adverse Change” and “Rio Tinto Supporter” have the respective meanings given to them in the memorandum of agreement dated April 17, 2012, as amended, between TRQ, Rio Tinto and the Lender (the “2012 MOA”); and

(iii)  the capitalized term “Anti-Dilution Series D Warrants” has the meaing given to such term in the amending agreement to the 2012 MOA dated May 22, 2012 between TRQ, Rio Tinto and the Lender (the “2012 MOA Amending Agreement”).

Extension and Amendment of Short Term Bridge Facility:

TRQ and the Lender agree to amend and vary the terms and conditions of the Short Term Bridge Facility as follows:

(i)     Sub-clause (i) of the definition of “Maturity Date” in Section 1(qqq) of the Short Term Bridge Funding Agreement is amended by deleting “August 12, 2013” and replacing it with “August 28, 2013, or such earlier date as may be otherwise agreed by the Lender and the Borrower”.

(ii)    In the event that a condition of Initial Exchange Approval (as hereinafter defined) is a requirement to obtain Shareholder Approval, the Maturity Date will be further extended until the earlier of (a) if the imposition of such requirement is appealed and thereon reversed, the third Business Day following the date such appeal decision becomes final and binding to the reasonable satisfaction of Rio Tinto, (b) the third Business Day following the obtaining of such Shareholder Approval at the Special Meeting and (c) the date on which the Special Meeting is held if Shareholder Approval is not obtained thereat.

(iii)  Section 9(e) of the Short Term Bridge Funding Agreement is amended by deleting it in its entirety and replacing it as follows:

“The Borrower shall prepay the outstanding principal amount under the Bridge Facility with and to the extent of (x) the net proceeds of any placement or other issue of Borrower Shares and (y) the after-tax proceeds of the sale of Non-OT Assets, including the after-tax proceeds of the previously announced sale of the Borrower’s 50% interest in Altynalmas Gold Ltd. (the “Altynalmas Net Proceeds”), or, for the avoidance of doubt, other non-OT sources of funding including, for example, dividends received on SGR shares; and to the extent that the Borrower may subsequently so request in writing, at any time prior to the end of the Availability Period, any such amount so prepaid from the Altynalmas Net Proceeds may be re-advanced and, notwithstanding Sections 4(a) and 4(d) hereof, in this respect only the Bridge Facility shall be revolving.”

0001193125-13-334182.txt : 20130814 0001193125-13-334182.hdr.sgml : 20130814 20130814125152 ACCESSION NUMBER: 0001193125-13-334182 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130814 DATE AS OF CHANGE: 20130814 GROUP MEMBERS: 46117 YUKON INC GROUP MEMBERS: 7999674 CANADA INC GROUP MEMBERS: RIO TINTO INTERNATIONAL HOLDINGS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURQUOISE HILL RESOURCES LTD. CENTRAL INDEX KEY: 0001158041 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79590 FILM NUMBER: 131036441 BUSINESS ADDRESS: STREET 1: SUITE 654 STREET 2: 999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 604 688 5755 MAIL ADDRESS: STREET 1: 654-999 CANADA PLACE CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C 3E1 FORMER COMPANY: FORMER CONFORMED NAME: IVANHOE MINES LTD DATE OF NAME CHANGE: 20010823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIO TINTO PLC CENTRAL INDEX KEY: 0000863064 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 EASTBOURNE TERRACE CITY: LONDON, W2 6LG STATE: X0 ZIP: 00000 BUSINESS PHONE: 44 20 7781 1623 MAIL ADDRESS: STREET 1: RIO TINTO SERVICES INC. STREET 2: 80 STATE STREET CITY: ALBANY STATE: NY ZIP: 12207-2543 FORMER COMPANY: FORMER CONFORMED NAME: RTZ CORPORATION PLC DATE OF NAME CHANGE: 19950522 SC 13D/A 1 d584323dsc13da.htm SCHEDULE 13D/A AMENDMENT NO. 21 Schedule 13D/A Amendment No. 21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

Turquoise Hill Resources Ltd.

(formerly Ivanhoe Mines Ltd.)

(Name of Issuer)

Common Shares, without par value

(Title of class of securities)

46579N

(CUSIP Number)

Eleanor Evans

Rio Tinto plc

2 Eastbourne Terrace

London W2 6LG

United Kingdom

+44 (0) 20 7781 2000

(Name, Address and Telephone Number of Person Authorised to Receive Notices and Communications)

with copy to:

Thomas B. Shropshire, Jr.

Linklaters LLP

One Silk Street

London EC2Y 8HQ

United Kingdom

+44 (0) 20 7456 3223

August 7, 2013

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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.		46579N


1	NAME OF REPORTING PERSON. Rio Tinto plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (See Item 4)
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 ORGANISATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 510,983,220 (see Items 3 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 510,983,220 (see Items 3 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,983,220 (see Items 3 and 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 per cent (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO


CUSIP No.		46579N


1	NAME OF REPORTING PERSON. Rio Tinto International Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (See Item 4)
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 ORGANISATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 510,983,220 (see Items 3 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 510,983,220 (see Items 3 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,983,220 (see Items 3 and 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 per cent (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO


CUSIP No.		46579N


1	NAME OF REPORTING PERSON. 7999674 Canada Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (See Item 4)
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 ORGANISATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 510,983,220 (see Items 3 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 510,983,220 (see Items 3 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,983,220 (see Items 3 and 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 per cent (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No.		46579N


1	NAME OF REPORTING PERSON. 46117 Yukon Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (c) ¨ (d) x (See Item 4)
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 ORGANISATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 510,983,220 (see Items 3 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 510,983,220 (see Items 3 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 510,983,220 (see Items 3 and 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 per cent (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Item 1. Security and Issuer

This Amendment No. 21 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. and 46117 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 and July 9, 2013 (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”).

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The information in Item 6 is hereby incorporated by reference in this Item 4.

Except as otherwise set forth in Item 4 of the Schedule 13D, as amended hereby, none of the Rio Tinto Companies has any present plan or proposal that would relate to, or result in, any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, the Rio Tinto Companies reserve their rights in full to change their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D as they deem appropriate.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

The responses of the Rio Tinto Companies to Rows (11) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.

Each of the Rio Tinto Companies is deemed to beneficially own 510,983,220 Shares, representing approximately 50.8 per cent of the outstanding Shares.

In connection with the financing plan contemplated by the legally binding term sheet entered into amongst RTIH, Rio Tinto’s affiliate, Rio Tinto South East Asia Limited (the “Rio Tinto Funding Company”), and the Company on August 7, 2013 (the “Binding Term Sheet”) and, in the event the Company is required to raise equity to repay any of the facilities provided by Rio Tinto, the Company has agreed to conduct, and Rio Tinto has agreed to provide a standby underwriting commitment for, a rights offering by the Company to be completed by December 30, 2013 (the “2013 Rights Offering”). As the subscription price for the 2013 Rights Offering will not be agreed until the final prospectus, the number of Shares Rio Tinto would beneficially own following the closing of the 2013 Rights Offering cannot be determined at this time. However, assuming Rio Tinto and the other holders of rights under the 2013 Rights Offering exercise their rights in full and the stand-by commitment is not utilized, Rio Tinto would beneficially own the same percentage of Shares following closing of the 2013 Rights Offering that it beneficially owns immediately before such closing.

If Rio Tinto were fully to exercise the Series D Warrants (described in the amended Schedule 13D filed on April 20, 2012) as of the date hereof, Rio Tinto would acquire an additional 74,247,460 Shares. Following such issuance, Rio Tinto would beneficially own 585,230,680 Shares representing 58.2 per cent of the outstanding Shares.

Rio Tinto also 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.

The percentage of Shares is based on 1,005,998,892 outstanding Shares as of August 6, 2013.

In addition, the Shares deemed beneficially owned by each of the Rio Tinto Companies with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person.

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 supplemented as follows:

Binding Term Sheet

On August 7, 2013, RTIH, the Rio Tinto Funding Company and the Company entered into the Binding Term Sheet. The description of the Binding Term Sheet contained herein is qualified in its entirety by reference to Exhibit S, which is incorporated herein by reference. The definitive agreements in relation to the Binding Term Sheet and the transactions and arrangements set out therein will be described in and filed as an exhibit to a subsequent amendment to this statement on Schedule 13D.

Under the Binding Term Sheet, the Rio Tinto Funding Company and the Company have agreed to amend the OT Bridge Funding Agreement to extend the maturity date of the US$225 million credit facility from August 12, 2013 to August 28, 2013 or such earlier date as may be agreed by them and to allow funds repaid by the Company from the proceeds for the sale of its 50% interest in Altynalmas Gold Ltd to be redrawn. The maturity date of the OT Bridge Funding Agreement may be further extended in certain circumstances. In addition, Rio Tinto irrevocably waives the right to exercise its option under the OT Bridge Funding Agreement to convert all or any of the loan amount into Shares.

The obligations of Rio Tinto to provide the financial support contemplated under the Binding Term Sheet will be subject to receipt by the Company of written acceptance by the TSX of a notice of private placement (and, to the extent required, by the NYSE and NASDAQ of an equivalent notice) in respect of the issuance by the Company to Rio Tinto of the Anti-Dilution Series D Warrants (exercisable into a number of Shares not greater than 10 per cent of the issued and outstanding Shares) in connection with the 2013 Rights Offering as contemplated by the 2012 MOA Amending Agreement, and if a condition of such approval is the approval of any matter by the holders of Shares, the obtaining of such shareholder approval in the manner required by such exchange(s).

New Bridge Facility

Under the Binding Term Sheet, the Rio Tinto Funding Company agreed to make available to the Company a secured bridge funding facility in the amount of US$600 million (the “New Bridge Facility”). Prior to an event of default thereunder, the outstanding principal amount will accrue interest at the one month LIBOR rate in effect immediately prior to the initial drawdown plus 500 basis points per year (“Margin”). The aggregate of all amounts outstanding, including principal, interest and fees will be repayable on December 31, 2013 and the New Bridge Facility cannot be extended. The New Bridge Facility will have a front end fee of US$6 million and a commitment fee of 40 per cent of Margin. The New Bridge Facility is intended initially to be used to refinance the US$225 million credit facility provided by the Rio Tinto Funding Company under the OT Bridge Funding Agreement at or prior to its maturity date and will thereafter provide the Company with additional funding capacity to meet its obligations with respect to the OT Project.

2013 Rights Offering

Under the circumstances described below, the Company has agreed to conduct the 2013 Rights Offering prior to December 30, 2013.

(i)

In the event that project financing for the OT Project (“OT Project Financing”) is not in place and available for drawdown, the Company will conduct the 2013 Rights Offering for net subscription proceeds sufficient to pay all amounts outstanding under the New Bridge Facility and the existing US$1.8 billion interim funding facility (the “Interim Funding Facility”) which will also mature on December 31, 2013; or

(ii)

In the event that the OT Project Financing is in place and available for drawdown, but for any reason the Company’s subsidiary Oyu Tolgoi LLC, as the borrower thereunder, is restricted from drawing down and disbursing an amount sufficient to pay or repay all amounts outstanding under the New Bridge Facility and the Interim Funding Facility and to reimburse fees paid in connection with the OT Project Financing and certain other amounts, the Company will conduct the 2013 Rights Offering for net subscription proceeds sufficient to cover these requirements.

The subscription price for each Share to be issued under the 2013 Rights Offering will be agreed between the Company and Rio Tinto, which will represent a discount in the range of 35 per cent to 50 per cent of the volume weighted average price of the Shares for the five trading days on the TSX ending on the second trading day preceding the filing of final short form prospectus and registration statement. If the OT Project Financing becomes available for drawdown subsequent to filing or the amount permitted to be drawn down prior to the end of 2013 is sufficient to fund the requirements in (ii) above, the Company has the right to discontinue the 2013 Rights Offering upon such drawdown and disbursement taking place. In connection with the 2013 Rights Offering, Rio Tinto has agreed to provide a standby commitment for the full amount of the 2013 Rights Offering on terms and conditions substantially similar to those which governed its standby commitment in relation to the previous rights offering by the Company completed in July 2012. In consideration of the standby commitment, the Company has agreed to pay to Rio Tinto a standby commitment fee equal to three per cent of the gross subscription proceeds of the 2013 Rights Offering.

The Company has also agreed to enter into a general security agreement with the Rio Tinto Funding Company pursuant to which the Company will grant, and will procure that certain of its subsidiaries will grant, a security interest and an assignment, mortgage and charge in all of its present, future and after-acquired property to the Rio Tinto Funding Company and of all shares, membership interests and other equity and intercompany debt interests in each of its subsidiaries having a direct or indirect ownership or direct interest in Oyu Tolgoi LLC in order to secure the performance of its obligations under the Interim Funding Facility and the New Bridge Facility.

Item 7. Materials to be Filed as Exhibits


Exhibit Number		Description

A		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc. and 46117 Yukon Inc.

B		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited^*

C		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited^*

D		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited^*

E		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^**

F		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^**

G		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^***

H		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^***

I		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010^****

J		Agreement between RTIH and the Government of Mongolia dated June 8, 2011^*****

K		Press Release dated August 24, 2011^******

L		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012^*******

M		Press Release dated January 24, 2012^*******

N		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012^********

O		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012^*********

P		Press Release dated July 30, 2012^**********

Q		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.^************

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

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

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

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

*****

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

******

Filed as an exhibit to the amended Schedule 13D on August 24, 2011.

*******

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

********

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

*********

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

**********

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


Exhibit Number		Description

R		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013^***********

S		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

************

Filed as an exhibit to the amended Schedule 13D on July 9, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

***********

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

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: August 14, 2013


Rio Tinto plc

By:		/s/ Eleanor Evans
		Signature

		Eleanor Evans / Company Secretary
		Name/Title


Rio Tinto International Holdings Limited

By:		/s/ Eleanor Evans
		Signature

		Eleanor Evans / Director
		Name/Title


7999674 Canada Inc.

By:		/s/ Julie Parent
		Signature

		Julie Parent / Corporate Secretary
		Name/Title


46117 Yukon Inc.

By:		/s/ Julie Parent
		Signature

		Julie Parent / Secretary
		Name/Title

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*

Jan du Plessis	Chairman of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Sam Walsh	Chief Executive of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia

Christopher Lynch	Chief Financial Officer of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia

Guy Elliott	Senior Executive Director of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Robert Brown	Company Director	1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada	Canada

Vivienne Cox	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Michael Fitzpatrick	Company Director	120 Collins Street Melbourne Victoria 3000 Australia	Australia

Ann Godbehere	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	Canada and United Kingdom

Richard Goodmanson	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America

Lord Kerr	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Paul Tellier	Company Director	1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada	Canada

John Varley	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom


Name	Present Principal Occupation	Business Address	Citizenship
*Executive Officers*

Hugo Bagué	Group Executive, Organisational Resources	2 Eastbourne Terrace London W2 6LG United Kingdom	Belgium

Preston Chiaro	Group Executive, Technology & Innovation	4700 Daybreak Parkway South Jordan, Utah 84095 United States	United States of America

Jacynthe Coté	Chief Executive of Rio Tinto Alcan	2 Eastbourne Terrace London W2 6LG United Kingdom	Canada

Alan Davies	Chief Executive of Rio Tinto Diamonds & Minerals	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia

Eleanor Evans	Company Secretary	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Andrew Harding	Chief Executive of Rio Tinto Iron Ore	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia

Jean-Sébastien Jacques	Chief Executive of Rio Tinto Copper	2 Eastbourne Terrace London W2 6LG United Kingdom	France

Harry Kenyon-Slaney	Chief Executive of Rio Tinto Energy	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Debra Valentine	Group Executive, Legal and External Affairs	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America

Rio Tinto International Holdings Limited Directors and Executive Officer
*Directors*

Mark Andrewes	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Eleanor Evans	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Dan Larsen	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America

Ulf Quellmann	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	Germany


Name	Present Principal Occupation	Business Address	Citizenship
*Executive Officer*

Gemma Aldridge	Secretary	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

7999674 Canada Inc. Directors and Executive Officers
*Directors*

Jocelin Paradis	Director and President	1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada	Canada

Julie Parent	Director and Corporate Secretary	1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada	Canada
*Executive Officers*

Lawrence Tal	Vice President	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

Brett Salt	Vice President	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia

46117 Yukon Inc. Directors and Executive Officers
*Directors*

Jocelin Paradis	Director and President	1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada	Canada
*Executive Officers*

Julie Parent	Secretary	1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada	Canada

EXHIBIT INDEX


Exhibit Number		Description

A		Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited, 7999674 Canada Inc. and 46117 Yukon Inc.

B		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited^*

C		Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited^*

D		Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited^*

E		Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^**

F		Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^**

G		Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^***

H		Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.^***

I		Heads of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010^****

J		Agreement between RTIH and the Government of Mongolia dated June 8, 2011^*****

K		Press Release dated August 24, 2011^******

L		Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated January 18, 2012^*******

M		Press Release dated January 24, 2012^*******

N		Memorandum of Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated April 17, 2012^********

O		Amending Agreement between Rio Tinto plc and Ivanhoe Mines Ltd. dated May 22, 2012^*********

P		Press Release dated July 30, 2012^**********

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

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

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

****	Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2011.

*****

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

******

Filed as an exhibit to the amended Schedule 13D on August 24, 2011.

*******

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

********

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

*********

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

**********

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


Exhibit Number		Description

Q		OT Bridge Funding Agreement between Turquoise Hill Resources Ltd. and Rio Tinto South East Asia Limited dated June 28, 2013.^************

R		Omnibus Amending Agreement between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated June 28, 2013^***********

S		Binding Term Sheet between Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited dated August 7, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

************

Filed as an exhibit to the amended Schedule 13D on July 9, 2013. Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

***********

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

EX-99.A 2 d584323dex99a.htm EXHIBIT A Exhibit A

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that this Amendment No. 18 to Schedule 13D, dated August 2, 2012, with respect to the common shares, without par value, of Ivanhoe Mines Ltd. is, and any further amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 2nd day of August, 2012.


		Rio Tinto plc

By:		/s/ Ben Mathews
		Signature

		Ben Mathews / Company Secretary
		Name/Title

		Rio Tinto International Holdings Limited

By:		/s/ Ben Mathews
		Signature

		Ben Mathews / Director
		Name/Title

		7999674 Canada Inc.

By:		/s/ Ben Mathews
		Signature

		Ben Mathews / Assistant Corporate Secretary
		Name/Title


		46117 Yukon Inc.

By:		/s/ Julie Parent
		Signature

		Julie Parent / Secretary
		Name/Title

EX-99.S 3 d584323dex99s.htm EXHIBIT S Exhibit S

Exhibit S

Confidential portions of this

exhibit have been omitted and

filed separately with the Securities

and Exchange Commission

LOGO

Rio Tinto International Holdings Limited

2 Eastbourne Terrace

London W2 6LG

United Kingdom

T +44 (0) 20 7781 2000

F +44 (0) 20 7781 1800

Confidential portions of this exhibit

August 7, 2013

Turquoise Hill Resources Ltd.

World Trade Centre

Suite 615 – 999 Canada Place

Vancouver, British Columbia

V6C 3E1

Dear Sirs/Mesdames:

Re:

Binding Term Sheet for Financing Plan

This letter and the term sheet attached as Schedule 1 hereto (collectively, this “Binding Term Sheet”) set out the material terms and conditions on which Rio Tinto International Holdings Limited (“Rio Tinto”) and Rio Tinto South East Asia Limited (the “Lender”) will provide a financing package to Turquoise Hill Resources Ltd. (“TRQ”, formerly Ivanhoe Mines Ltd.) for the development of the OT Project (as hereinafter defined) (the “Financing Plan”). Although this Binding Term Sheet constitutes a legally binding agreement between Rio Tinto, the Lender and TRQ, the parties intend to enter into Definitive Agreements (as hereinafter defined) in relation to the subject matter hereof by not later than August 22, 2013.

This Binding Term Sheet may be executed in counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Binding Term Sheet by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Binding Term Sheet by such party.

[The remainder of this page is intentionally left blank.]

If this Binding Term Sheet is in accordance with your understanding, please confirm your agreement to the terms and conditions hereof by signing this letter below and returning an executed copy to us.

Yours truly,


RIO TINTO INTERNATIONAL HOLDINGS LIMITED		RIO TINTO SOUTH EAST ASIA LIMITED

By:	“Ulf Quellmann”	By:	“Ulf Quellmann”
	Title: Director		Title: Director

Accepted and agreed as of the date first above written.


TURQUOISE HILL RESOURCES LTD.

By:		“Kay Priestly”
		Title: Chief Executive Officer

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SCHEDULE 1

TERMS AND CONDITIONS FOR FINANCING PLAN

Overview:

The following are the principal components of the Financing Plan, which is intended to address the anticipated medium term external funding needs of TRQ in connection with the OT Project, with appropriate allowances for contingencies:

(i) the Lender will provide to TRQ a secured bridge funding facility in the amount of US$600 million, maturing December 31, 2013 (the “New Bridge Facility”). The New Bridge Facility is intended initially to be used to refinance the short term loan facility provided by the Lender in the amount of up to US$225 million (the “Short Term Bridge Facility”) pursuant to the OT bridge funding agreement dated June 28, 2013 between TRQ and the Lender, as amended hereby (the “Short Term Bridge Funding Agreement”), at or before its maturity date, and will thereafter provide TRQ with additional funding capacity; and

(ii) in the circumstances set out under the headings “2013 Rights Offering” and “Standby Commitment” below, TRQ will conduct a rights offering (the “2013 Rights Offering”) of common shares of TRQ (“TRQ Shares”), and Rio Tinto will provide the Standby Commitment (as hereinafter defined) in respect of the 2013 Rights Offering.

Each of the foregoing components of the package comprising the Financing Plan is set out in further detail in this Binding Term Sheet. Notwithstanding the Financing Plan and subject to all of the terms and conditions of the HoA and the MOA, Rio Tinto and TRQ will continue to act together diligently and in good faith to negotiate the OT Project Financing.

On August 22, 2013 or such earlier date as may be otherwise agreed by the parties (the “Effective Date”), TRQ, the Lender and/or Rio Tinto (as applicable) will enter into (or, in the case of the Security Documents, TRQ will cause its applicable Subsidiaries to enter into):

A. a definitive bridge funding agreement between the Lender, as lender, and TRQ, as borrower, for the New Bridge Facility (the “NBF Agreement”);

B. the Security Documents (as hereinafter defined); and

C. a definitive memorandum of agreement between Rio Tinto, the Lender and TRQ (the “New MOA”) setting out in further detail the terms and conditions of the 2013 Rights Offering and the other transactions contemplated by this Binding Term Sheet

(collectively, the “Definitive Agreements”). Each of the Definitive Agreements will be on terms and conditions consistent with this Binding Term Sheet and otherwise in form and substance satisfactory to the parties, each acting reasonably. Rio Tinto, TRQ and their respective Affiliates will negotiate in good faith with a view to entering into the Definitive Agreements on or prior to August 22, 2013. If the Definitive Agreements are not entered into by such date for any reason, (a) the parties will continue to negotiate with a view to entering into the Definitive Agreements as soon as practicable and (b) this Binding Term Sheet will remain in full force and effect until the Definitive Agreements are entered into.

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	The Lender and TRQ acknowledge receipt by TRQ of an advance payment of US$235 million in Altynalmas Net Proceeds ahead of the completion of the sale transaction, and that such proceeds have been applied (to the extent of the outstanding principal amount under the Short Term Bridge Facility) to prepay such outstanding principal amount in accordance with Section 9(e) of the Short Term Bridge Funding Agreement, as amended hereby. The Lender irrevocably waives the right to exercise its option, pursuant to Section 10 of the Short Term Bridge Funding Agreement, to convert all or any of the Loan Amount into TRQ Shares.

New Bridge Facility:	The New Bridge Facility will be on terms and conditions substantially similar to those for the bridge facility contemplated by Schedule E to the 2012 MOA, provided that: (i) the principal amount of the New Bridge Facility will be US$600 million; (ii) it will mature on December 31, 2013; (iii) the conditions precedent to the obligation of the Lender to advance the first drawdown to TRQ under the New Bridge Facility (which conditions may be waived by the Lender in its discretion) will include, among others, that the Definitive Agreements shall have been entered into, the security contemplated by the Security Documents will have been perfected, Initial Exchange Approval (and, if required by the TSX, NYSE or NASDAQ, Shareholder Approval) shall have been obtained and all required legal opinions shall have been delivered, provided that if Shareholder Approval is not required as a condition of Initial Exchange Approval, such conditions precedent must have been satisfied, and the first drawdown under the New Bridge Facility must occur, on a date not later than August 28, 2013; (iv) the amount of the first drawdown under the New Bridge Facility shall be sufficient to pay in full all amounts outstanding under the Short Term Bridge Facility and the Short Term Bridge Facility will terminate immediately upon such payment being made; (v) subject to paragraph (c)(i) of the attached Schedule A, the net proceeds to TRQ from the 2013 Rights Offering, any other sale of TRQ securities or the sale of any Non-OT Assets must be used, first, to repay the New Bridge Facility, and second, to repay the Interim Funding Facility; (vi) the New Bridge Facility may not be extended; (vii) it will have the following pricing:
		• Front end fee	US$6 million, payable on the Effective Date (the “Front End Fee”)

		• Commitment fee:	40% of Margin (the “Commitment Fee”)

		• Interest rate:	LIBOR Rate + Margin

		• Margin:	5%

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SCHEDULE A

CERTAIN CANADIAN FEDERAL INCOME TAX MATTERS

Defined Terms Used in this Schedule A:

“Investment” means an “investment” as defined in subsection 212.3(10) of the Tax Act;

“Non-Reinstatable PUC Reduction” means a PUC Reduction where the amount of paid-up capital reduced cannot be re-instated pursuant to subsection 212.3(9) of the Tax Act.

“PUC Reduction” means a reduction in the paid-up capital of any corporation pursuant to subsection 212.3(7) of the Tax Act.

“Reinstatable PUC” means paid-up capital which may be reinstated pursuant to subsection 212.3(9) of the Tax Act.

“Tax Act” means the Income Tax Act (Canada)

“TRQ Subsidiary” means any Subsidiary of TRQ.

Certain Canadian Federal Income Tax Matters:

(a)

Each of the Definitive Agreements will provide that if TRQ is required by applicable law to withhold or deduct any Taxes (including any stamp or documentary taxes or any other excise or property taxes, but not including any income or capital taxes) in respect of any payment to or any obligation in favour of any member of the Rio Tinto Group under such Definitive Agreement (including, without limitation, the Front End Fee, the Commitment Fee, the Standby Commitment Fee, any other fee or any interest payment) (collectively “Indemnified Taxes”), then TRQ shall pay such member such additional amounts as may be necessary so that after making or allowing for all required withholdings and deductions (including withholdings and deductions applicable to additional amounts payable hereunder) such member receives an amount equal to the amount such member would have received had no such deductions or payments been required. TRQ will timely remit any Taxes withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law. TRQ will indemnify any member of the Rio Tinto Group, within 10 days after demand therefor, for the full amount of any Indemnified Taxes paid by such member (including any Indemnified Taxes imposed or asserted on or attributable to additional sums payable hereunder), together with any penalties, interest and reasonable expenses arising therefrom or with respect thereto. Notwithstanding the foregoing, the amount of any additional payments or indemnity payments made hereunder shall not exceed the amount of such additional payments or indemnity payments that would have been payable but for the exercise by a member of the Rio Tinto Group of the assignment rights described under the heading “Rio Tinto Assignment Rights” in this Binding Term Sheet.

(b)	The NBF Agreement will provide that:

(i)

Any advance made under the NBF Agreement will be paid by the Lender to an account in the name of TRQ in accordance with the wire transfer instructions set out in Part A of Appendix 1. Thereafter, TRQ will cause the amount of such advance to be paid forthwith and without delay in successive transfers to the accounts and in the sequence and form set out in Part B of Appendix 1. If the Lender determines that the foregoing should no longer apply to advances made under the NBF Agreement, each advance shall be made in such other manner as the Lender and TRQ may otherwise agree provided that, in such case, Rio Tinto must be satisfied, acting reasonably, with the form (whether debt, convertible debt, equity or otherwise) of any Investment to be made by TRQ and/or any TRQ Subsidiary in a TRQ Subsidiary using funds provided by any member of the Rio Tinto Group under the NBF Agreement, and with the particular TRQ Subsidiaries in which such funds are to be directly or indirectly invested.

(ii)

TRQ and the relevant member of the Rio Tinto Group will timely file a joint election under subsection 212.3(11) of the Tax Act for each loan or advance made by TRQ to a TRQ Subsidiary using funds advanced under the NBF Agreement (each, a “Relevant Loan”) to be a “pertinent loan or indebtedness” for the purposes of subsection 212.3(10) of the Tax Act. TRQ and all of its Subsidiaries will cooperate as reasonably requested in writing by any member of the Rio Tinto Group in the preparation of such joint election(s). TRQ and all of its Subsidiaries will also provide such member with copies of any agreements to which such joint election(s) relate as well as any other information which, in the sole discretion of such member, is necessary to support the validity of such joint election(s), subject to the express terms of any non-disclosure agreement entered into prior to the date of this Binding Term Sheet between any TRQ Subsidiary and any member of the Rio Tinto Group (any such agreement, an “Existing NDA”) applicable to agreements or information disclosed or received by the parties to such Existing NDA.

(iii)

In the event that TRQ believes that it is desirable to repay, convert or exchange any Relevant Loan, TRQ shall consult with Rio Tinto regarding such repayment, conversion or exchange, including as to whether joint elections are to be made under section 212.3 of the Tax Act in connection with such repayment, conversion or exchange, or any concurrent investment being made by TRQ to facilitate such repayment, conversion or exchange. TRQ shall provide to Rio Tinto such information pertaining to TRQ, any TRQ Subsidiary or the Relevant Loan as is reasonably requested by Rio Tinto in order to assess the consequences of the proposed repayment, conversion or exchange of the Relevant Loan, subject to the express terms of any Existing NDA applicable to information disclosed or received by the parties to such Existing NDA. The Relevant Loan shall not be repaid or converted or exchanged into shares, capital or any other form of equity of a TRQ Subsidiary without TRQ having first obtained the consent of Rio Tinto, which consent shall not be unreasonably withheld.

(iv)

TRQ will indemnify Rio Tinto Plc and any other member of the Rio Tinto Group and will hold Rio Tinto Plc and any such other member harmless for (A) any liability for Taxes that is imposed as a result of the application of section 212.3 of the Tax Act to any Investment made by TRQ and/or any TRQ Subsidiary in a TRQ Subsidiary using funds provided by any member of the Rio Tinto Group under the NBF Agreement and (B) any loss (including, for greater certainty, any liability for Taxes or any loss resulting from a PUC Reduction) resulting from an Investment, other than an Investment described in either of paragraphs 212.3(10)(a) or (b) of the Tax Act, made upon or in connection with a repayment, conversion or exchange of any Relevant Loan by TRQ without complying with its obligations under paragraph (b)(iii) above. For greater certainty, except as expressly otherwise provided in (B) above, TRQ shall not be required by the terms of this paragraph (b)(iv) to indemnify or hold Rio Tinto Plc or any other member of the Rio Tinto Group harmless for any loss suffered to the extent that such loss arises by reason of a PUC Reduction, or as a result of an unreasonable failure by Rio Tinto Plc or any other member of the Rio Tinto Group to duly execute or file any joint election under section 212.3 of the Tax Act.

(v)

Notwithstanding any other provision of this Binding Term Sheet to the contrary, the obligations set out in paragraphs (b)(i)-(b)(iv) above shall survive the termination of the NBF Agreement for any reason.

(c)	The New MOA will provide that:

(i)

In connection with the 2013 Rights Offering, TRQ will carry out, and will cause its Subsidiaries to carry out, all of the steps described in Appendix 2. If Rio Tinto determines that such steps should no longer apply, TRQ will carry out, and will cause its Subsidiaries to carry out, such other steps as Rio Tinto and TRQ, each acting reasonably, may otherwise agree.

(ii)

TRQ and any relevant TRQ Subsidiary or member of the Rio Tinto Group will timely execute and file an election under section 212.3 of the Tax Act in respect of every Investment which is made in the course of the carrying out of the steps described in Appendix 2 and which would otherwise result in a deemed dividend pursuant to subsection 212.3(2) of the Tax Act.

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(iii)

TRQ will, and will cause each of its relevant Subsidiaries to, cooperate as required by Rio Tinto and will provide to Rio Tinto any information which in the sole discretion of Rio Tinto is necessary to exercise its rights under paragraph (c)(i) above or to support the validity of the elections described in paragraph (c)(ii) above, subject to the express terms of any Existing NDA applicable to information disclosed or received by the parties to such Existing NDA.

(iv)

TRQ will indemnify Rio Tinto Plc and any other member of the Rio Tinto Group for, and will hold Rio Tinto Plc and any such other member harmless from, and Rio Tinto will indemnify TRQ or any TRQ Subsidiary for and will hold TRQ and any such TRQ Subsidiary harmless from, any loss (including, for greater certainty, any liability for Taxes imposed in respect of a dividend which is deemed to have been paid pursuant to section 212.3 of the Tax Act, any loss resulting from a Non-Reinstatable PUC Reduction, and any liability for Taxes imposed on a distribution as a result of the inability of the payor to reinstate any Reinstatable PUC in respect of the distribution), but only to the extent that such loss results from a breach of the obligations imposed on such party by paragraph (c)(i), (c)(ii) or (c)(iii) above.

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Appendix 1

Flow of Investment Funds

PART A – TRQ Wire Transfer Instructions

[***]

PART B – Flow of Funds through TRQ Holdcos

[***]

Appendix 2

RT Canadian Holdings Funds

TRQ will segregate any funds (collectively the “RT Canadian Holdings Funds”) received from 46117 Yukon Inc. and/or 7999674 Canada Inc. on the exercise of Rights in a separate bank account. For greater certainty, the RT Canadian Holdings Funds will be segregated from any funds received from other TRQ shareholders upon their exercise of Rights.

2.	Immediately (and in no event later than 30 days) following the receipt of the RT Canadian Holdings Funds, TRQ and its Subsidiaries will use the RT Canadian Holdings Funds as follows:

TRQ will invest 20% of the RT Canadian Holdings Funds in equity of THR Mines;

THR Mines will use the funds received in item 2(a) above to invest in equity of Turquoise Hill Coop;

TRQ will invest 80% of the RT Canadian Holdings Funds in equity of Turquoise Hill Coop; and

Turquoise Hill Coop will invest the RT Canadian Holdings Funds received from both of TRQ and THR Mines in equity of OT NBV.

3.	OT NBV will use the funds received in item 2 above as follows:

first, to repay the balance of any pertinent loan or indebtedness created under the Short Term Bridge Funding Agreement or the NBF Agreement (the “PLOIs”); and

second, to pay dividends and/or return capital to Turquoise Hill Coop to the extent of any excess of the amount of the RT Canadian Holdings Funds over the balance of the PLOIs.

4.	Turquoise Hill Coop will pay dividends and/or return capital (directly and/or indirectly through THR Mines) to TRQ in the same amount as the funds received in item 3(b) above.

5.	TRQ will use the funds received under items 3(a) and 4 above in accordance with this Binding Term Sheet.

SCHEDULE B

CONTINUING COVENANTS

Defined Terms Used in this Schedule B:

“Environmental Claims” means any and all enforcement, clean-up, remedial or other governmental or regulatory actions, orders, directions or proceedings instituted, pending or completed or, to the best of the knowledge of TRQ, after due inquiry, threatened or anticipated pursuant to any Environmental Laws, and all claims made or, to the best of the knowledge of TRQ, after due inquiry, threatened, by any third party against TRQ, or any Material Subsidiary relating to damage, contribution, costs recovery, compensation, loss or inquiry resulting from any violation or alleged violation of any Environmental Laws;

“Environmental Laws” means laws relating to environmental matters, including abatement of pollution, protection from harm or damage to the environment, protection of wildlife and other living organisms, including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources, management, storage or control of Hazardous Substances, releases or threatened releases of Hazardous Substances as wastes into the environment, including air, surface water and groundwater, and all other Applicable Laws relating to the generation, processing, distribution, use, treatment, storage, disposal, handling or transport of Hazardous Substances;

“GAAP” means:

(a)

in respect of all periods during which TRQ is permitted under Applicable Laws to, and does, continue to apply US GAAP, US GAAP; and

(b)

in respect of all periods commencing from the earlier of the date as of which (i) TRQ is required to apply IFRS and (ii) in compliance with Applicable Laws, TRQ voluntarily adopts and applies IFRS, IFRS;

in each case applicable on a consolidated basis as at the date on which such calculation is made or required to be made in accordance with GAAP. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Binding Term Sheet or the New MOA, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP applied on a basis consistent with its past practice (except to the extent that TRQ’s adoption of IFRS may make consistency with TRQ’s past practice in respect of periods during which it applied US GAAP impracticable);

“Hazardous Substance” means any substance or material whether natural or artificial and whether in solid or liquid form or in the form of a gas or vapour whether alone or in combination (chemically or physically) with any other substance that is causing or capable of causing harm to any living organism or damage to the environment;

“MAE Transaction Documents” means, collectively, (i) this Binding Term Sheet, the Definitive Agreements, the PPA, the HoA, the 2012 MOA and the 2012 MOA Amending Agreement and (ii) the Bridge Funding Facility Documents, the Interim Funding Facility Documents, the Final Documentation, the ADSR Certificate, the ACAA, the Series D Warrant Certificates, the OT Investment Agreement and the OT Shareholders Agreement (as each such term in this clause (ii) is defined in the Short Term Bridge Funding Agreement), all as each may be amended, supplemented or restated from time to time;

“Material Adverse Effect” means, in the sole opinion of Rio Tinto, acting reasonably, the effect of any event or circumstance which is or is likely to be materially (i) adverse to the ability of TRQ or any of its Material Subsidiaries to perform or comply with its obligations under any of the MAE Transaction Documents, (ii) prejudicial to the business, operations or financial condition of TRQ, or of the Material Subsidiaries (other than SGER and its Subsidiaries) taken as a whole, or (iii) adverse to the ability of TRQ or any of its Material Subsidiaries (other than SGER and its Subsidiaries), or the Rio Tinto Manager, to develop and operate the OT Project in accordance with the most recent plan and budget for the OT Project approved from time to time by the Technical Committee and the board of directors of OT LLC;

“Material Subsidiary” means, collectively, OT LLC and each other Subsidiary of TRQ through which TRQ beneficially owns, directly or indirectly, any interest in OT LLC, the OT Project or any mineral resource situated in Mongolia from time to time, and any other direct or indirect Subsidiary or Affiliate of TRQ that loans money to any Material Subsidiary from time to time, and, as at the date of this Binding Term Sheet, includes each TRQ Holdco, SGER and certain of the Subsidiaries of SGER;

“Non-Material Subsidiary” means a Subsidiary of TRQ which is not a Material Subsidiary;

“Permitted Debt” has the meaning given to such term in the Short Term Bridge Funding Agreement, with such additions as are reasonably required (and consistent with the Short Term Bridge Funding Agreement) to reflect also the New Bridge Facility and any Debt of Material Subsidiaries (other than SGER and its Subsidiaries) set out in a schedule to the NBF Agreement;

“Permitted Encumbrance” has the meaning given to such term in the Short Term Bridge Funding Agreement, with such additions as are reasonably required (and consistent with the Short Term Bridge Funding Agreement) to reflect also the Security and any Disclosed Encumbrances (as such term is used in the Short Term Bridge Funding Agreement) to be set out in a schedule to the NBF Agreement;

“Rio Tinto Manager” has the meaning given to such term in the HoA;

“SGER” means SouthGobi Resources Ltd.;

“Technical Committee” has the meaning given to such term in the PPA; and

“TRQ Holdcos” means, collectively, any of the Current TRQ Holdcos and any other Subsidiary of TRQ through which TRQ directly or indirectly owns a beneficial interest in OT LLC from time to time or through which TRQ directly or indirectly provides funding to OT LLC from time to time.

Continuing Covenants:

TRQ covenants and agrees as follows:

(a)

Except as otherwise consented to in writing by Rio Tinto, no Encumbrance shall be directly or indirectly created on the whole or any part of any of the OT Project’s assets or properties or the revenues or cash flows derived therefrom other than a Permitted Encumbrance.

(b)

No direct or indirect transfer of the revenues or cash flows derived from the OT Project (including by way of royalties, technical fees or management fees) shall be made nor any direct or indirect transfer of a direct or indirect interest therein be made to any person other than a Material Subsidiary (other than SGER or any of its Subsidiaries).

(c)

TRQ will not, and will ensure that its Material Subsidiaries (other than SGER or any of its Subsidiaries) do not, create any Encumbrance on their present or future assets, effects, undertaking or property, whether real or personal, including, without limitation, the OT Payment or any part thereof, to secure any indebtedness of TRQ or of any other person, other than indebtedness represented by Permitted Debt.

(d)

TRQ will not create, incur, assume or permit to remain outstanding, and will ensure that its Subsidiaries do not create, incur, assume or permit to remain outstanding, any Debt other than Permitted Debt; provided that SGER and its Subsidiaries and the Non-Material Subsidiaries will be permitted to incur Debt and create Encumbrances on their own present or future revenues, assets, property, effects and undertaking for the sole purpose of financing their own businesses and operations, including project-related finance debt, provided that recourse in respect thereof is limited solely to the assets of SGER and its Subsidiaries and the Non-Material Subsidiaries.

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(e)

TRQ will, and TRQ will ensure that each Material Subsidiary will, provide all information which Rio Tinto may reasonably request; provided that under no circumstances will TRQ be required to provide to Rio Tinto any information if the provision of such information will result in or give rise to a contravention of any Applicable Law or any reasonably required written contractual confidentiality agreements (provided further that TRQ will use commercially reasonable endeavours to secure consent to disclose any such information pursuant to any such laws or agreements).

(f)

Notwithstanding section (e) above, TRQ will notify Rio Tinto promptly of:

(i)

details of any litigation, dispute, arbitration or other proceeding to which TRQ or any Material Subsidiary (other than SGER and its Subsidiaries) is a party, the result of which if determined adversely (A) would be a judgement or award in excess of US$2,000,000, or (B) would be reasonably likely to have a Material Adverse Effect;

(ii)

any loss or damage of a material amount (and for the purpose of this clause (ii), “material amount” will mean an amount equal to US$15,000,000) to the consolidated assets of TRQ;

(iii)

any Environmental Claims which could reasonably be expected to have a Material Adverse Effect;

(iv)

particulars of any event which constitutes an event of default under any material contract, mortgage, debenture, indenture, lease, licence, agreement or other document or instrument made by TRQ or any Material Subsidiary other than SGER and its Subsidiaries or any event which with the giving of notice or the lapse of time or both would constitute such an event, and particulars of the action which TRQ or the relevant Material Subsidiary proposes to take with respect thereto, forthwith after TRQ or the relevant Material Subsidiary has obtained knowledge of the occurrence of such event; or

(v)

any event or circumstance which could reasonably be expected to have a Material Adverse Effect.

(g)

TRQ will not change its business in any material respect or, subject to the terms of the HoA, cease to carry on all or a substantial part of its business.

(h)

TRQ will, and will ensure that each Material Subsidiary (other than SGER and its Subsidiaries) will, at all times maintain its corporate existence in good standing under Applicable Laws and obtain and maintain in good standing all necessary licences and registrations in any jurisdiction where the nature of the business carried on by TRQ or the relevant Material Subsidiary makes such licences necessary or advantageous and carry on and conduct its business in a prompt and efficient manner.

- 3 -

(i)

TRQ will immediately and duly pay when due, and will cause each Material Subsidiary (other than SGER and each of its Subsidiaries) to immediately and duly pay when due (and will furnish to Rio Tinto when required or requested by Rio Tinto evidence establishing such payments):

(i)

all obligations to its or their employees and all obligations to others which relate to the employees of the relevant entity, including all Taxes related thereto;

(ii)

all Taxes before the imposition of any fine, interest or penalty for the late payment thereof, unless the relevant entity shall in good faith contest its obligation so to pay and has satisfied Rio Tinto that the contestation will not jeopardize the business of such entity, and an appropriate financial reserve in accordance with GAAP applied on a basis consistent with past practice and satisfactory to Rio Tinto has been established; and

(iii)

without derogating from the terms hereof, any obligation secured by any Encumbrance and any obligation incurred by, or imposed on, the relevant entity or any of its assets, property, effects and undertaking, or any part thereof, by virtue of any contract, mortgage, debenture, indenture, lease, licence, agreement, permit or other document or instrument or otherwise, the breach or default of which could result in any Encumbrance or any right of distress, forfeiture, sale or termination or any other remedy being enforced against such entity or its assets, property, effects and undertaking, or any part thereof.

(j)

TRQ will, and will ensure that all of its Subsidiaries (other than SGER and its Subsidiaries) will, observe and perform all of their material obligations, covenants, terms and conditions under any material contract, mortgage, debenture, indenture, lease, licence, agreement or other instrument to which any of them is a party or by which any of them is bound or by which any of their assets is subject, except (in the case of any such instrument which is not an agreement between TRQ or any of its Subsidiaries (other than SGER or its Subsidiaries) and any member of the Rio Tinto Group) where such observance or non-performance would not reasonably be expected to result in a Material Adverse Effect.

(k)

TRQ will not, and will ensure that each Material Subsidiary (other than SGER or its Subsidiaries) will not:

(i)

amend its constitutional documents;

(ii)

enter into a merger, amalgamation or arrangement or effect an acquisition with a value in excess of US$5,000,000, or propose a material reorganization (including any reclassification or change of its outstanding shares), liquidation or dissolution; or

(iii)

enter into any transaction, whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise whereby all or substantially all of the assets, property, effects or undertaking of the relevant entity (including any sale of shares of any Material Subsidiary (other than SGER and its Subsidiaries)) would become the property of any other person.

(l)

TRQ will take all actions necessary to (i) maintain the listing of its common shares on the TSX and the NYSE and (ii) maintain its status as a “reporting issuer” in a province of Canada not in default of Canadian Securities Laws.

- 4 -

(m)

TRQ may not, directly or indirectly, sell or transfer any equity interest in OT LLC to any person unless (i) prior to December 31, 2015, Rio Tinto has given its prior written consent thereto, (ii) immediately after such sale or transfer, OT NBV and THR BVI (collectively, the “OT Holdcos”) are wholly-owned by such person (the “Successor”) and the OT Holdcos continue to own all of TRQ’s indirect equity interest in OT LLC, (iii) the Successor assumes all of TRQ’s obligations under the RT/IVN Governance Agreement in a form satisfactory to Rio Tinto and its counsel, acting reasonably, and (iv) such sale or transfer could not, in Rio Tinto’s opinion, acting reasonably, adversely affect its rights under the RT/IVN Governance Agreement or the enforcement thereof. Upon any such permitted sale or transfer, the Successor shall succeed to, and be substituted for, and may exercise every right of TRQ under the RT/IVN Governance Agreement with the same effect as if the Successor had been named as TRQ therein, and thereafter, TRQ shall be relieved of all obligations and covenants under the RT/IVN Governance Agreement .

(n)

TRQ will not, without the prior written consent of Rio Tinto, directly or indirectly:

issue any securities of TRQ or securities exercisable or exchangeable for or convertible into securities of TRQ to all or substantially all the holders of TRQ common shares as a stock dividend (and, for greater certainty, this section (n)(A) shall not of itself restrict or prevent TRQ from offering any non-Debt securities of such a nature and in such a manner as are contemplated pursuant to the 2013 Rights Offering);

effect (i) a reclassification or redesignation of the TRQ Shares outstanding at any time or change of the TRQ Shares into other shares or into other securities, (ii) a consolidation, amalgamation or merger of TRQ with or into any other corporation or other entity, or (iii) a transfer of the undertaking or assets of TRQ as an entirety or substantially as an entirety to another corporation or other entity; or

fix a record date for any of the foregoing.

- 5 -

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