MONTREAL, April 6, 2020 – Turquoise Hill Resources Ltd (TSX:TRQ) (NYSE:TRQ) (“Turquoise Hill” or “the Company”) today responded to Pentwater Capital Management’s recently filed proxy circular.
Turquoise Hill’s Board values engagement with its shareholders and believes an open dialogue with its shareholders is essential to its long-term success. Upon receiving the proposals from Pentwater, management and independent Board members held direct discussions with Pentwater about their proposals to better understand and address their concerns. The Board, led by the independent directors and supported by external advisors, thoroughly reviewed both proposals and recommended that shareholders vote against the first proposal and withhold their vote on the second proposal for the reasons outlined in the Company’s Management Proxy Circular, filed with securities regulators on March 20, 2020.
Strong Management and Oversight at Oyu Tolgoi Turquoise Hill has made a number of changes to management over the last few years and believes it has the right team in place to lead the company in relation to the financing, construction and operation of the Oyu Tolgoi underground expansion and operation of the open pit. The current management team – led by CEO Ulf Quellmann, appointed in July 2018, CFO Luke Colton, appointed in October 2017, and COO Jo-Anne Dudley, appointed in June 2019 – is deeply involved in all matters related to Oyu Tolgoi, leveraging expertise in key technical areas such as mine planning, project management and operations, as well as financing and government relations.

Ms. Dudley has 25 years of experience in the mining industry and, prior to joining Turquoise Hill, led the 30- person Strategic Mine and Resources Planning unit at Oyu Tolgoi. She brings deep experience in exploration, strategic planning, and resource planning to Turquoise Hill. She is also a member of the key technical forums for the Oyu Tolgoi mine development, including the Technical Assurance Committee, which vets all mine plan changes. Turquoise Hill has also expanded the technical and operations team with both internal and external expertise working to provide assurance to the organization, including expert geology and mining analysis and extensive project management and controls expertise.
Turquoise Hill has access to and participates in, reviews or oversees key matters related to Oyu Tolgoi, including interactions with the Government of Mongolia related to the Parliamentary Working Group. To that effect, the Company has formed a Joint Steering Committee and Joint Working Group with Rio Tinto as a mechanism to facilitate negotiations related to strategic matters amongst stakeholders. In addition, Turquoise Hill has retained independent third party experts to review cost and schedule reporting as well as provide recommendations on improved efficiencies and procedures in obtaining and organizing complex information from project managers on-site at Oyu Tolgoi. Turquoise Hill’s management team and Board have the requisite experience and judgment to oversee the successful development of this world-class asset.

Delivering on Oyu Tolgoi’s Potential
Turquoise Hill acknowledges the construction and development challenges at Oyu Tolgoi and is focused on both preserving world class safety standards and optimizing value creation potential, while reviewing detailed analyses and testing of various mine design options. The Company has made considerable progress and is working to finalize an updated mine design in Q2 that reflects various considerations, including the consequential impacts on cost, schedule and other key variables. Turquoise Hill has engaged independent third party mining consultants to provide the Company with insight and technical support in evaluating the planning and estimate process currently underway. Turquoise Hill is also actively involved in identifying a longterm solution to secure domestic power at the mine site.

Procuring Financing for Underground Expansion
Turquoise Hill is actively seeking to identify short-term and long-term funding options that meet the Company’s significant capital requirements to complete the Oyu Tolgoi Underground development. Turquoise Hill is in negotiations for near-term financing that will ensure sufficient liquidity to consider and progress its long-term funding options beyond the delivery of the definitive estimate, which is expected to occur in H2 2020.These negotiations are being supervised and directed by a committee of the Board consisting solely of independent directors and supported by external financial and legal advisors, with the objective of achieving an interim funding solution that would provide the time and flexibility required to identify the most attractive permanent financing options available.

Enhancing Corporate Governance and Shareholder Engagement
The Turquoise Hill Board is committed to strong corporate governance. The majority of Turquoise Hill’s sevenmember Board is independent of Rio Tinto, including its Chairman, and the Board has established an independent special committee to ensure the interests of minority shareholders are fully represented across a range of critical topics. The Board also has a strong record of refreshment – two of its independent directors have been added to the Board in the last three years, including George Burns, who was appointed as an independent director in 2020 and brings considerable mining knowledge, including experience in Mongolia and underground mining. The Board also made a number of enhancements to corporate governance in recent years including the implementation of a long-term TRQ stock-based incentive plan to align executives’ interests with those of all shareholders. The Company’s independent directors have also adopted a shareholder engagement policy, in order to formalize and increase its direct engagement with Turquoise Hill’s minority shareholders.

Upcoming Annual Meeting
The Company maintains a strong board with a majority of independent directors who are committed to protecting the interests of its minority shareholders. Your support at Turquoise Hill’s upcoming annual meeting is important and will allow the Company to continue soliciting feedback from all shareholders, while maintaining a balance of additive skills, fresh perspectives, and continuity that fosters effective Board oversight.
To ensure your vote is counted, please vote using the management proxy card prior to 5:00 p.m. Eastern time on Friday, May 8, 2020. You should discard any GOLD proxy cards that you receive. Shareholders are urged to read the full text of Turquoise Hill’s proxy circular, which is available under Turquoise Hill's issuer profile at www.sedar.com or www.sec.gov.

If you have any questions, please contact the Corporation’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-370-3955 (toll free in North America), or at 416-867-2272 (collect outside North America), or by email at contactus@kingsdaleadvisors.com

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About Turquoise Hill Resources
Turquoise Hill is an international mining company focused on the operation and continued development of the Oyu Tolgoi
copper-gold mine in Mongolia, which is the Company’s principal and only material mineral resource property. Turquoise
Hill’s ownership of the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC (Oyu Tolgoi); Erdenes Oyu Tolgoi LLC (Erdenes), a Mongolian state-owned entity, holds the remaining 34% interest.

today 4/9/2020
Turquoise Hill Today Vol. 312.800
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09:48:54 O 0.75 +0.05 500 1 Anonymous 79 CIBC K
09:48:54 X 0.75 +0.05 500 1 Anonymous 79 CIBC K
09:48:54 X 0.75 +0.05 500 79 CIBC 79 CIBC K