SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 5)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Turquoise Hill Resources Ltd.

(Name of the Issuer)

Turquoise Hill Resources Ltd.

Rio Tinto plc

Rio Tinto International Holdings Limited

7999674 Canada Inc.

46117 Yukon Inc.

535630 Yukon Inc.

(Names of Persons Filing Statement)

Common Shares, without par value

(Title of Class of Securities)

900435108

(CUSIP Number of Class of Securities)

Dustin Isaacs Turquoise Hill Resources Ltd. Suite 3680 – 1 Place Ville Marie, Montreal, Quebec H3B 3P2, Canada, +1 514-848-1567 Steven Allen Company Secretary Rio Tinto plc 6 St James’s Square London SW1Y 4AD United Kingdom +44 (0) 20 7781 2000

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

With copies to

Adam Givertz Ian Hazlett Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 +1 212-373-3000 Alex Moore Blake, Cassels & Graydon LLP 199 Bay St., Suite 4000 Toronto, Ontario M5L 1A9 +1 416-863-2400 Steve Malas Norton Rose Fulbright Canada LLP 1 Place Ville Marie Montreal, Quebec H3B 1R1 +1 514-847-4747 Shea Small McCarthy Tétrault LLP Box 48, Suite 5300 TD Bank Tower Toronto, Ontario M5K 1E6 +1 416-362-1812 Scott Miller Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 +1 212-558-4000

This statement is filed in connection with (check the appropriate box):

a.	☐	The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☒	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

INTRODUCTION

This Amendment No. 5 to Schedule 13E-3 (together with the exhibits hereto, this “Final Amended Schedule 13E-3” or “Final Amended Transaction Statement”), which amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2022 (as amended by Amendment No. 1 to Schedule 13E-3, filed with the SEC on October 12, 2022, Amendment No. 2 to Schedule 13E-3, filed with the SEC on November 3, 2022, Amendment No. 3 to Schedule 13E-3, filed with the SEC on November 21, 2022, and Amendment No. 4 to Schedule 13E-3, filed with the SEC on November 25, 2022, together, the “Initial Schedule 13E-3”), is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Ltd.), a corporation continued under the laws of Yukon, Canada and the issuer of the common shares, no par value (the “Shares”) that is subject to the Rule 13e-3 transaction (“Turquoise Hill” or the “Corporation”); (ii) Rio Tinto plc, a public limited company incorporated under the laws of England and Wales (the “Parent”); (iii) Rio Tinto International Holdings Limited, a company incorporated under the laws of England and Wales (“RTIH” or the “Purchaser”); (iv) 7999674 Canada Inc., a company incorporated under the federal laws of Canada (“7999674 Inc.”); (v) 46117 Yukon Inc., a company incorporated under the laws of Yukon, Canada (“46117 Inc.”); and (vi) 535630 Yukon Inc., a company incorporated under the laws of Yukon, Canada (“535630 Inc.” and, together with the Parent, the Purchaser, 7999674 Inc. and 46117 Inc., the “Rio Tinto Filers”).

This Final Amended Transaction Statement relates to the Arrangement Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Arrangement Agreement”), which the Corporation, the Purchaser and the Parent entered into on September 5, 2022, and which was subsequently amended on November 24, 2022, and pursuant to which, on December 16, 2022, the Purchaser, a wholly owned subsidiary of the Parent, acquired all of the issued and outstanding Shares of the Corporation that the Parent or its affiliates did not directly or indirectly own through a Plan of Arrangement (the “Plan of Arrangement”) pursuant to Section 195 of the Business Corporations Act (Yukon) (“YBCA”), and the Corporation became an indirectly wholly owned subsidiary of the Parent (the “Arrangement”). A copy of the Plan of Arrangement is included as Appendix B to the Management Proxy Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”).

This Final Amended Schedule 13E-3 is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Initial Schedule 13E-3.

Capitalized terms used but not expressly defined in this Final Amended Schedule 13E-3 are given the respective meanings given to them in the Circular or the Initial Schedule 13E-3, as applicable.

All information set forth in this Final Amended Transaction Statement should be read together with the information contained or incorporated by reference in the Initial Schedule 13E-3.

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All information contained in, or incorporated by reference to, this Final Amended Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 15. Additional Information.

(c) Other Material Information. A special meeting of the Corporation’s shareholders (the “Meeting”) was initially called for November 1, 2022 and, following several postponements, was held on December 9, 2022, to consider and, if thought advisable, pass a special resolution approving the Arrangement in the form attached as Appendix A to the Circular (the “Arrangement Resolution”). At the Meeting, the Arrangement Resolution was approved by 86.58% of the votes cast by the Corporation’s shareholders, voting together as a single class, as well as 60.51% of the votes cast by the Corporation’s shareholders, excluding votes attached to the Shares beneficially owned by the Parent or its affiliates, as required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. On December 14, 2022, the Supreme Court of Yukon issued a final order approving the Plan of Arrangement. The Arrangement was completed on December 16, 2022.

As a result of the Arrangement, the Shares will no longer be listed on the Toronto Stock Exchange and the New York Stock Exchange (“NYSE”). The NYSE has filed an application on Form 25 with the SEC to remove the Shares from listing on the NYSE and withdraw registration of the Shares under Section 12(b) of the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Corporation intends to apply to have the Shares delisted from the Toronto Stock Exchange. In addition, the Purchaser intends to cause the Corporation to submit an application to cease to be a reporting issuer under applicable Canadian securities law, and to cause the Corporation to file a certification and notice on Form 15 with the SEC to suspend its reporting obligations under U.S. securities laws, and to otherwise terminate the Corporation’s public reporting requirements. The Corporation’s reporting obligations under Section 12(g) of the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 16. Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
(a)(2)(i)*	Management Information Circular of Turquoise Hill Resources Ltd. dated September 27, 2022
(a)(2)(ii)*	Form of Proxy Card
(a)(2)(iii)*	Voting Instruction Form

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(a)(2)(iv)*	Letter of Transmittal
(a)(2)(v)*	Notice of Special Meeting of Shareholders of Turquoise Hill Resources Ltd. (incorporated herein by reference to the Circular)
(a)(2)(vi)*	Letter to Shareholders of Turquoise Hill Resources Ltd. (incorporated herein by reference to the Circular)
(a)(2)(vii)*	Supplement dated November 24, 2022 to the Management Information Circular dated September 27, 2022
(a)(2)(viii)*	Dissent Election Form
(a)(5)(i)*	Press release of Turquoise Hill Resources Ltd. dated September  5, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on September 6, 2022)
(a)(5)(ii)*	Press release of Rio Tinto plc dated September  6, 2022 (incorporated herein by reference to Exhibit B to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on September 6, 2022)
(a)(5)(iii)*	Other Shareholder Materials
(a)(5)(iv)*	Press release of Turquoise Hill Resources Ltd. dated September  29, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on September 29, 2022)
(a)(5)(v)*	Press release of Turquoise Hill Resources Ltd. dated October  4, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 4, 2022)
(a)(5)(vi) *	Press Release of Turquoise Hill Resources Ltd. dated October  12, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 12, 2022)
(a)(5)(vii)*	Press Release of Turquoise Hill Resources Ltd. dated October  19, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 19, 2022)
(a)(5)(viii)*	Press Release of Turquoise Hill Resources Ltd. dated October  24, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 24, 2022)
(a)(5)(ix)*	Press Release of Turquoise Hill Resources Ltd. dated October  26, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 26, 2022)
(a)(5)(x)*	Press Release of Turquoise Hill Resources Ltd. dated October  31, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on October 31, 2022)
(a)(5)(xi)*	Press Release of Turquoise Hill Resources Ltd. dated November  1, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on November 1, 2022)

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(a)(5)(xii)*	Press Release of Rio Tinto plc dated November  1, 2022 (incorporated herein by reference to Exhibit C to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 2, 2022)
(a)(5)(xiii)*	Press Release of Turquoise Hill Resources Ltd. dated November  2, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on November 2, 2022)
(a)(5)(xiv)*	Press Release of Rio Tinto International Holdings Limited dated November  17, 2022 (incorporated herein by reference to Exhibit C to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 17, 2022)
(a)(5)(xv)*	Press Release of Turquoise Hill Resources Ltd. dated November  18, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on November 18, 2022)
(a)(5)(xvi)*	Press Release of Turquoise Hill Resources Ltd. dated November  24, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on November 25, 2022)
(a)(5)(xvii)	Press Release of Turquoise Hill Resources Ltd. dated December 9, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on December 9, 2022)
(a)(5)(xviii)	Press Release of Rio Tinto plc dated December 9, 2022
(a)(5)(xiv)	Voting Results of Turquoise Hill Resources Ltd. dated December 9, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on December 9, 2022)
(a)(5)(xv)	Press Release of Turquoise Hill Resources Ltd. dated December  14, 2022 (incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K furnished to the SEC on December 14, 2022)
(c)(i)*	Formal Valuation and Fairness Opinion of TD Securities Inc. (incorporated herein by reference to Appendix C to the Circular)
(c)(ii)*	Fairness Opinions of BMO Nesbitt Burns Inc. (incorporated herein by reference to Appendix D to the Circular)
(c)(iii)**	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on June 27, 2022
(c)(iv)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on July 11, 2022
(c)(v)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on July 14, 2022

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(c)(vi)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on August 7, 2022
(c)(vii)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on August 8, 2022
(c)(viii)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on August 25, 2022
(c)(ix)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on August 30, 2022
(c)(x)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on August 31, 2022
(c)(xi)*	Special Committee Discussion Materials Provided by BMO Nesbitt Burns Inc. to the Special Committee on September 5, 2022
(c)(xii)*	Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on June 27, 2022
(c)(xiii)*	Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on July 6, 2022
(c)(xiv)*	Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on August 31, 2022
(d)(i)*	Arrangement Agreement dated September  5, 2022, among Turquoise Hill Resources, Rio Tinto International Holdings Limited and Rio Tinto plc (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on September 6, 2022)
(d)(iii)*	Agreement, dated November  1, 2022, among Pentwater Capital Management LP and the other parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 1, 2022)
(d)(iv)*	Agreement, dated November  1, 2022, among Sailingstone Capital Partners LLC and the other the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc (incorporated herein by reference to Exhibit B to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 1, 2022)
(d)(v)*	Termination Agreement, dated November  17, 2022, among Pentwater Capital Management LP and the other parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 17, 2022)

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(d)(vi)*	Termination Agreement, dated November  17, 2022, among Sailingstone Capital Partners LLC and the other the parties listed on Schedule A thereto, Rio Tinto International Holdings Limited and Rio Tinto Plc (incorporated herein by reference to Exhibit B to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on November 17, 2022)
(d)(vii)*	Amendment No. 1 to the Arrangement Agreement, dated November  24, 2022, among Turquoise Hill Resources, Rio Tinto International Holdings Limited and Rio Tinto plc
(e)(i)*	Third Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated September 5, 2022 (incorporated herein by reference to Exhibit C to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on September 6, 2022)
(e)(ii)*	Early Advance Funding Agreement between Cuprum Metals Pte Ltd, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, dated September 5, 2022 (incorporated herein by reference to Exhibit D to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on September 6, 2022)
(e)(iii)*	Binding Term Sheet between Turquoise Hill Resources Ltd. and Rio Tinto plc through its wholly-owned subsidiary, Rio Tinto International Holdings Limited dated August 31, 2022 (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on August 31, 2022)
(e)(iv)*	Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated May  18, 2022 (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on May 19, 2022)
(e)(v)*	Amended and Restated Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated January 24, 2022 (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on January 25, 2022)
(e)(vi)*	Heads of Agreement between Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd., dated April  9, 2021 (incorporated herein by reference to Exhibit A to the Rio Tinto Filers’ amended Schedule 13D filed with the SEC on April 9, 2021)
(f)(i)*	Interim Order (incorporated herein by reference to Appendix E to the Circular)
(f)(ii)*	Section  193 of the Yukon Business Corporation Act – Rights of Dissenting Shareholders (incorporated herein by reference to Appendix G to the Circular)
(f)(iii)*	Amended Interim Order (incorporated herein by reference to Appendix B to the Circular Supplement)
107*	Filing Fee Table

* Previously filed.

** Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TURQUOISE HILL RESOURCES LTD.
By:	/s/ Kyle Rousay
	Name: Kyle Rousay
	Title: Chief Executive Officer

Date: December 16, 2022

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RIO TINTO PLC
By:	/s/ Steven Allen
	Name: Steven Allen
	Title: Company Secretary

Date: December 16, 2022

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RIO TINTO INTERNATIONAL HOLDINGS LIMITED
By:	/s/ Steven Allen
	Name: Steven Allen
	Title: Director

Date: December 16, 2022

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

7999674 CANADA INC.
By:	/s/ Julie Parent
	Name: Julie Parent
	Title: Secretary

Date: December 16, 2022

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

46117 YUKON INC.
By:	/s/ Julie Parent
	Name: Julie Parent
	Title: Secretary

Date: December 16, 2022

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

535630 YUKON INC.
By:	/s/ Julie Parent
	Name: Julie Parent
	Title: Secretary

Date: December 16, 2022

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EX-99.(A)(5)(XVIII)

Exhibit(a)(5)(xviii)

	Notice to ASX/LSE
9 December 2022

Rio Tinto acquisition of Turquoise Hill receives shareholder support

Rio Tinto has received the required support from Turquoise Hill Resources Ltd (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill”) shareholders for its proposed acquisition of the approximately 49% of the issued and outstanding shares of Turquoise Hill that it does not currently own.

Given the transaction is being conducted by way of a Canadian plan of arrangement, it remains subject to the final approval of the Supreme Court of Yukon with a hearing scheduled for 14 December. Completion of the acquisition is expected in the days following court approval, after customary closing procedures.

Rio Tinto Copper Chief Executive Bold Baatar said: “We welcome the support from minority shareholders, which is a key milestone in our acquisition of TRQ. This transaction will deliver significant benefits for all shareholders, and allow us to progress the Oyu Tolgoi project in partnership with the Government of Mongolia with a simpler and more efficient governance and ownership structure.”

Additional disclosures

This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with registration and other requirements under applicable law.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this release, are forward-looking statements. The words “intend”, “forecast”, “project”, “anticipate”, “estimate”, “plan”, “believes”, “expects”, “may”, “should”, “will”, “target”, “pursue”, “seek” or similar expressions, commonly identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially include, but are not limited to, those relating to whether the Arrangement will be consummated. Rio Tinto expressly disclaims any obligation or undertaking (except as required by applicable law, the UK Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Listing Rules of the Australian Securities Exchange) to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All information provided in this press release, including the forward-looking statements herein, speak only as of the date of this press release.

This announcement contains inside information.

The person responsible for arranging and authorising the release of this announcement on behalf of Rio Tinto is Steve Allen, Group Company Secretary.

LEI: 213800YOEO5OQ72G2R82

Contacts Please direct all enquiries to media.enquiries@riotinto.com

Media Relations, UK	Media Relations, Australia
Matthew Klar	Matt Chambers
M+ 44 7796 630 637	M +61 433 525 739
David Outhwaite	Jesse Riseborough
M +44 7787 597 493	M +61 436 653 412
Media Relations, Americas
Simon Letendre
M +514 796 4973
Malika Cherry
M +1 418 592 7293
Investor Relations, UK	Investor Relations, Australia
Menno Sanderse	Tom Gallop
M: +44 7825 195 178	M +61 439 353 948
David Ovington	Amar Jambaa
M +44 7920 010 978	M +61 472 865 948
Clare Peever
M +44 7788 967 877
Rio Tinto plc	Rio Tinto Limited
6 St James’s Square	Level 43, 120 Collins Street
London SW1Y 4AD	Melbourne 3000
United Kingdom	Australia
T +44 20 7781 2000	T +61 3 9283 3333
Registered in England	Registered in Australia
No. 719885	ABN 96 004 458 404
riotinto.com

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