Turquoise Hill Resources : Proxy Advisor Presentation

C$43.00 All-Cash Recommended Offer for the Minority Shares of Turquoise Hill

October 2022

Disclaimer

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events or future performance, reflect current expectations or beliefs regarding future events and are typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, statements with respect to the proposed transaction with Rio Tinto for the acquisition of the common shares of the Company that it does not own pursuant to a plan of arrangement (the "Transaction"), including the expected timing of closing and various steps to be completed in connection with the Transaction, the potential risks and consequences to the Company and minority shareholders if the Transaction is not approved, and other statements that are not historical facts. Other forward looking statements include statements regarding the Company's need for additional capital with respect to the completion of the Oyu Tolgoi underground project.

Forward-looking statements and information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions, including assumptions regarding the ability to complete the Transaction on the contemplated terms, that the conditions precedent to closing of the Transaction can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.

Although the Company believes that the forward-looking statements in this document are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Transaction; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction.

Readers are cautioned not to place undue reliance on forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the "Risk Factors" section of the Company's Annual Information Form, as supplemented by the "Risks and Uncertainties" section of the Company's Management Discussion and Analysis for the three and six months ended June 30, 2022 ("Q2 2022 MD&A").

Readers are further cautioned that the lists of factors enumerated in the Risk Factors section of the Company's Annual Information Form and the "Risks and Uncertainties" section of the Q2 2022 MD&A that may affect future results are not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward- looking statements and information to make decisions with respect to the Company. Furthermore, the forward-looking statements and information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.

The Proposed Transaction Represents a Fair and Compelling Offer, in the interest of Minority Shareholders

The negotiated offer of C$43 in cash per share:

• Represents premia of
• • 67% to the unaffected closing share price of C$25.68 on the TSX on March 11, 2022, and
  • 47% to the average of equity analyst target prices prior to Rio Tinto's first offer
• Reflects extensive negotiation by an independent Special Committee to increase the initial offer by C$9/sh, or ~26%
• Provides immediate and certain value to minority shareholders through its all-cash consideration
• Relieves all financial, operational and geopolitical risks

The transaction is in the range with comparable transactions where the target had a controlling shareholder

The price is within the valuation range of the price received from TD Securities, the independent valuator retained by the special committee:

• Special Committee received opinions from both BMO Capital Markets and TD Securities that the price is fair from a financial point of view to the minority shareholders.

Non-approval carries significant risks for minority shareholders:

• Since the unaffected date, sector share prices have declined ~35%, suggesting shareholders could lose not only the entire 67% premium but over a third of the unaffected price itself
• TRQ will need to secure additional financing to meet its currently-projected funding requirement of $3.6 billion, could result in significantly more shares assigned and could result in significant dilution for shareholders.
• Certain geopolitical and sovereign risks for a single asset company, with a single market (China) operating in a developing country.

2

An Experienced and Independent Special Committee Took Control of the Strategic Process

Maryse Saint-Laurent	R. Peter Gillin	Caroline Donally	Russel Robertson
Chair,	Chair,
Special Committee	Board of Directors

George Burns

Over 25 years of experience as a corporate, transactional, and securities lawyer in the energy, power and mining sectors.

Has led several M&A and financing transactions and served on boards in the mining sector and the Alberta Securities Commission.

Appointed to the TRQ board in January 2017

Source: Company filings

Has served as CEO of public mining companies in Canada, after a career in investment banking.

Extensive experience in large M&A transactions during his time in investment banking.

Appointed to the TRQ board in May 2012; appointed Chairman in January 2017

Has worked in, managed and served on boards of mining companies exploring and operating in numerous countries across the world.

Twice named one of "100 Global Inspirational Women in Mining".

Former banker with M&A, equity, debt, royalties and accounting tax and treasury experience.

Appointed to the TRQ board in May 2022

Over 35 years as a Chartered Professional Accountant, including as Vice-Chair, Deloitte

• Touche LLP (Canada), and Canadian Managing Partner, Arthur Andersen LLP (Canada).

Experience includes banking, capital markets, M&A and mining operations.

Former CFO of BMO Financial Group

Appointed to the TRQ board in June 2012

Over 30 years of experience in the mineral sector, including executive, operations, development and engineering leadership roles in gold, copper and coal operations.

CEO of Eldorado Gold Corporation since 2017; previously served as COO of Goldcorp Inc. and Centerra Gold Inc.

Appointed to the TRQ board in January 2020

3

The Special Committee Delivered a 26% Price Increase and a Significant All-Cash Premium, Even as Sector Share Prices Fell Materially

80%

60%

40%

20%

--

(20%)

(40%)

TRQ Share Price	Rio Tinto Offer	Peer Performance(1)	Copper Price
Special Committee met >40 times to review all strategic opportunities, assess valuations, and negotiate Rio Tinto's offer
						05-Sep-22: Definitive
14-Mar-22: Rio Tinto offer of						Agreement with Rio Tinto
18-May-22: Interim financing arrangement		announced
C$34/sh announced
07-Apr-22: TRQ announces Special	with Rio Tinto announced	24-Aug-22: Rio Tinto offer of	$43.00
Committee, retention of			C$40/sh announced	$41.02
advisors and valuator			15-Aug-22: Special Committee
				terminates review of proposal;	01-Sep-22: Agreement in
				Rio Tinto reiterates proposal	principle with Rio Tinto
						for transaction at
19-Apr-22:	10-May-22:	14-Jun-22:				C$43/sh announced
Q1 operational	Q1 financial results	Firing of first drawbell			22-Aug-22: Hugo North
released	at Hugo North			04-Aug-22:
results released		14-Jul-22:	development and financing
		announced		Q2 financial
				Q2 operational	update announced
				results released
				results released

(20%)

(35%)

67%

premium to unaffected share price

Sector share prices have fallen 35% since unaffected date

(60%)			09-Jun
11-Mar	10-Apr	10-May	09-Jul	08-Aug	07-Sep	07-Oct

Source: Company filings, FactSet

Note: Market data as of 7-Oct-22.4

(1) Peers include Capstone, Ero, Filo, First Quantum, Hudbay, Ivanhoe, Los Andes, Lundin, NGEx, Solaris, SolGold, and Western Copper.