Exhibit (c)(xiv)

 

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A Confidential Presentation Indications of Value Project Asterix August 31, 2022 Presented By


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Table of Contents 1 Transaction Overview 3 2 Market View 7 3 Value Methodology and Key Assumptions 12 4 Modelling Parameters 22 5 Value Conclusions 35 6 Other Fairness Considerations 39 7 Disclaimer 42 2


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Transaction Overview


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TD Securities’ Mandate The Special Committee of the Board of Directors (“Special Committee”) of Turquoise Hill Resources Ltd. (“Turquoise Hill”, “TRQ”, or the “Company”) has engaged TD Securities Inc. (“TD Securities”) to act as independent valuator in connection with the initial non-binding proposal dated March 13, 2022 (the “Initial Proposal”), leading to the final improved non-binding proposal dated August 29, 2022 (the “Updated Revised Proposal”) received from Rio Tinto International Holdings Ltd. (“RTIHL” and together with its affiliates, “Rio Tinto” or “Rio”) to acquire all of the outstanding common shares of Turquoise Hill (the “Turquoise Hill Common Shares”) not held by Rio Tinto, as outlined in a term sheet dated August 31, 2022, referred to herein as the “Transaction” TD Securities’ mandate includes the preparation and delivery to the Special Committee of TRQ: A formal valuation (the “Valuation”) of the Turquoise Hill Common Shares in accordance with the requirements of Multilateral Instrument 61-101 of the Ontario Securities Commission; and An opinion (the “Fairness Opinion”) as to the fairness, from a financial point of view, of the Updated Revised Proposal being offered to TRQ common shareholders, other than Rio Tinto, in connection with the Transaction This presentation summarizes the analysis undertaken by TD Securities The preparation of a Valuation and Fairness Opinion is a complex process and is not necessarily amenable to partial analysis or summary description. TD Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete view of the process underlying the Valuation and Fairness Opinion. This report is summary in nature and the reader should read the Valuation and Fairness Opinion Letter in its entirety. 4


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Summary of TD’s Relationships and Past Work For Turquoise Hill and Rio Tinto TD Securities is not an affiliate and does not have a material financial interest in Turquoise Hill or Rio Tinto for the purposes of MI 61-101 TD Securities maintains ongoing coverage of Turquoise Hill and Rio Tinto through its Global Mining Group and had represented each party with certain financing initiatives in recent months including: Turquoise Hill – Mandated as joint bookrunner with respect to potential US$650mm equity financing in 2022 – Advisor to Special Committee with respect to Project Theta from April 2020 – April 2021 Rio Tinto – US$330mm commitment to US$7.5bn revolving credit facility Title of “Bookrunner, Mandated Lead Arranger”, together with 18 other banks at same commitment level No active lead role – In October 2021, TD Securities acted as a passive bookrunner (4.5% syndicate position) in a US$1.25bn bond financing for Rio Tinto – TD Securities provides cash management, foreign exchange, interest rate hedging and commodities trading services to Rio Tinto Revenues from Rio Tinto and Turquoise Hill are not material to overall revenues of TD Securities 5


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Turquoise Hill Capitalization and Share Price Performance Capitalization Summary(1) Share Price – Last 10 Years Share Price Initial Proposal (C$34/sh) (2) Updated Revised Unaffected Revised Proposal (C$40/sh) Updated Revised Proposal (C$43/sh) Proposal $120 C$/sh $25.68 $43.00 Share Price: 30-Aug-2022 US$/sh $20.20 $32.88 24-Aug-22: Rio submitted Revised F.D. Shares Outstanding mm 201 201 Proposal for C$40/sh $100 F.D. Market Capitalization US$mm $4,064 $6,616 15-Aug-22: TRQ Special Project Debt (66%) US$mm $2,836 $2,836 Committee rejected Rio’s C$34/sh Initial Proposal Leases (66%) US$mm $20 $20 $80 Total Debt US$mm $2,856 $2,856 13-Mar-22: Rio submitted Less: Cash(4) US$mm ($488) ($488) Initial Proposal for C$34/sh $60 cash to acquire ~49% held Net Debt / (Cash) US$mm $2,369 $2,369 by TRQ minority Enterprise Value (Attrib.) US$mm $6,433 $8,984 Value Metrics $40 P / NAV(3) x 0.59x 0.84x Analyst EV / 2024E EBITDA x 7.2x 9.4x Consensus EV / 2025E EBITDA x 4.7x 6.7x $20 P / NAV x 0.47x 0.76x e ) EV / 2024E EBITDA x 8.7x 12.1x Model (Adjusted Resource Cas — Aug-12 Aug-14 Aug-16 Aug-18 Aug-20 Aug-22 EV / 2025E EBITDA x 4.0x 5.6x Source: Capital IQ, Company management, Company reports and research analysts Note: Market data as of August 30, 2022. 6 (1) Balance sheet items as of June 30, 2022 and on attributable basis to reflect GoM’s 34% ownership. (2) Based on closing share price prior to Rio proposal on March 14, 2022. (3) Based on unfinanced NAVPS. (4) Cash includes 66% of cash at OT level.


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Market View


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Share Price Performance Last Two Years Turquoise Hill Share Price – Last Two Years (C$/share) Share Price Copper Price (1) Initial Proposal (C$34/sh) Revised Proposal (C$40/sh) Updated Revised Proposal (C$43/sh) 13-Mar-22: Rio submitted Initial 14-Jun-22: Announced Proposal for C$34/sh cash to firing of first draw bell acquire ~49% held by TRQ minority of Hugo North $50 30-Nov-21: Bridging budget of shareholders, a 32% premium to C$75mm approved, allows TRQ’s last close share price parties to progress Oyu Tolgoi underground development $40 9-Apr-21: Binding agreement with Rio on funding plan 14-Jul-21: Potential 14-Oct-21: Funding 9-Mar-21: Funding gap reduction from C$3bn increase in funding gap raised from $30 to C$2.3bn, due to higher commodity prices gap to C$2.4bn and C$2.4bn to C$3.6bn 15-Aug-22: TRQ delays to timeline due to delays in Special Committee 5-Mar-21: Steve Thibeault underground mining rejected Rio’s named interim CEO and deferred open-pit C$34/sh Initial metal production Proposal 23-Oct-20: Completed $20 10:1 share consolidation 18-May-22: Amendment to 2-Nov-21: Oyu Tolgoi expected first Funding HoA; additional sustainable production delayed from Jan bridge loan by Rio for up to 2023 to H1/23 with potential for further US$400mm and extension of $10 delay if budget uplift not fully supported by equity offering to Dec 31, 2022 18-Dec-20: Definitive all Oyu Tolgoi board members 24-Aug-22: Rio Estimate with revised base 24-Jan-22: Reached agreements with GoM submitted increased case cost of US$6.75bn and 13-Dec-21: TRQ / Rio offers to forgive and write-off and Rio; announced initial blasting for Oyu Revised Proposal to first production by Oct 2022 GoM C$2.4bn carry account loan for Oyu Tolgoi Tolgoi block-cave mine will commence C$40/sh --Aug-20 Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 Following rejection of C$34/share proposal, share price declined but remained well above pre-proposal levels; currently trading at discount to revised C$40/share proposal Source: Capital IQ and Company reports Note: Market data as of August 30, 2022. 8 (1) Copper price indexed to Turquoise Hill share price.


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Relative Share Performance Relative Share Price Performance – Last Two Years 200% Share Price Performance Mar 11, 2022 to Aug 23, 2022 Aug 23, 2022 to Current Peers Relative Performance Pre-Proposal (As of Mar 11, 2022): 147% TRQ 18% 19% (36%)(1) (7%)(2) TRQ Peers S&P Global Base Metals Index (21%) (4%) Copper (20%) (4%) TRQ Current: 150% 150% 100% S&P Global Base Metals Index: 54% 50% (3) TRQ Peers: 37% Copper: 16% – TRQ Relative Performance Pre-Proposal (As of Mar 11, 2022): 78% (50%) Aug-20 Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 TRQ peers suffered significant sell-off since Initial Proposal Source: Capital IQ Note: Market data as of August 30, 2022. 9 (1) Peers include Capstone (-54%), Ero (-27%), First Quantum (-33%), Hudbay (-45%), Ivanhoe (-16%) and Lundin (-40%). (2) Peers include Capstone (-11%), Ero (-10%), First Quantum (-7%), Hudbay (-1%), Ivanhoe (-5%) and Lundin (-7%). (3) Peers include Capstone (125%), Ero (-37%), First Quantum (86%), Hudbay (-1%), Ivanhoe (75%) and Lundin (-16%).


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Historical P / NAV Turquoise Hill vs Peers Historical P / NAV(1) 1.4x (2) Peers P/NAV Pre-Proposal Historical P / NAV Multiples (As of Mar 11, 2022): 0.95x 5-Year Average 3-Year Average 1-Year Average 5-Year High 5-Year Low TRQ 0.45x 0.39x 0.53x 0.78x 0.13x 1.2x TRQ Peers 0.79x 0.81x 0.91x 1.21x 0.35x % of Peers 57% 49% 58% 65% 36% 1.0x 0.8x Turquoise Hill: 0.70x (3) TRQ Peers: 0.60x 0.6x 0.4x TRQ P/NAV Pre-Proposal 0.2x (4) (As of Mar 11, 2022): 0.59x – Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Prior to Initial Proposal, TRQ consistently traded at a discount to peers on P/NAV Source: Capital IQ and research analysts Note: Market data as of August 30, 2022. 10 (1) Based on analyst consensus estimates. (2) Excludes Rio Tinto proposal period since March 14, 2022. (3) Peers include Capstone, Ero, First Quantum, Hudbay, Ivanhoe and Lundin. (4) Based on NAVPS at time of proposal.


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Turquoise Hill View from the Street View From the Street Select Analyst Commentary (2) Post Revised Proposal Pre Rio Proposal “We highlight that recent base-metals transactions (2017-2021) Broker Date Target Target Rating Rating have averaged ~0.90x NAV, which would value TRQ at Price (C$) Price (C$) C$42.70/share on our estimates. Given Oyu Tolgoi’s status as 24-Aug-22 Buy $48.00 Buy $30.00 a Tier-1 copper asset, it would not be unreasonable, for investors to expect 1.0x NAV despite the recent sell-off in 25-Aug-22 Buy $42.00 Buy $29.50 copper equities.” August 25, 2022 24-Aug-22 Buy $42.00 Hold $30.00 “New offer still undervalues Oyu Tolgoi. Given the scarcity 15-Aug-22 Buy $42.00 Buy $31.00 and quality of the Oyu Tolgoi mine, and despite the technical 24-Aug-22 Hold $40.00 Buy $32.00 and capex risks associated with the ramp-up, we believe a full-to-premium value bid is justified. We believe the improved C$40/share offer from Rio Tinto may have met or exceeded the bottom-end of the range of independent valuation August 25, 2022 conducted by financial advisors of the TRQ Special Committee.” Consensus Estimate (CAD) $42.80(1) $29.21 Current Share Price (CAD) $36.05 All analysts’ $25.68 “We are not surprised that RIO’s C$34.00/sh has been targets below rejected or that the Special Committee is taking a hard line on % Return to Target 18.7% Rio Proposal 13.8% valuation. Our view has always been that C$34,00/sh was opportunistic and does not reflect intrinsic value. We reiterate our C$42.00/sh target price on TRQ, which we believe Share Price and Target Price (C$) reflects not just the probability of a revised offer, but also the August 15, 2022 fundamental value accretion over the next 12 months through sustainable first production and financial de-risking.” $50 $40 “Although we anticipate TRQ shares to be under near-term $30 pressure given the collapse of the bid support, we agree with $20 the assessment of the Special Committee. Oyu Tolgoi is a $10 world class Tier 1 copper mine, representing an extremely valuable asset in today’s market. Irrespective of the bid, we—believe that TRQ shares are poised to materially re-rate August 15, 2022 Aug-20 Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 over the next 12-24 months as the Phase II underground Turquoise Hill Target Price project at Oyu Tolgoi is making solid development progress.” Source: Bloomberg and research analysts Note: Market data as of August 30, 2022. 11 (1) Excludes BMO and RBC estimates due to restricted status. (2) As of March 11, 2022 (unaffected date).


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Value Methodology and Key Assumptions


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Fair Market Value Under MI 61-101, Fair Market Value is defined as The monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act No downward adjustment to fair market value is permitted to reflect Liquidity of the securities Effect of the Transaction on the securities The fact that the securities do not form part of a controlling interest â– The Valuator must consider any distinctive material benefit that might accrue to an interested party as a consequence of the Transaction Synergies Tax benefits Other â– The Valuator must also consider any prior Valuations and any bona fide offers made for Turquoise Hill in the past 24 months MI 61-101 requires the Valuator to determine the “en bloc” value that an acquiror of 100% of Turquoise Hill would be expected to pay in an open auction Source: Ontario Securities Commission 13


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Approach to Value Value Methodology Description Discounted cash flow analysis (“DCF”) on Oyu Tolgoi TD Securities relied on a financial model prepared by TRQ management and approved for its use by the Special Committee, which is based on April 2022 Oyu Tolgoi Life of Mine Model prepared by management at Oyu Tolgoi LLC, and adjusted to include various near-term updates and upside opportunities Macro assumptions (commodity prices, discount rate, foreign exchange) selected by TD Securities based on (“NAV”) market practice Synergies and integration costs based on guidance from TRQ management Various sensitivity analysis and alternative scenarios also reviewed Transaction Value of TRQ’s interest in Oyu Tolgoi plus cash, Government of Mongolia (“GoM”) portion of shareholder loan, tax Analysis Value arbitration proceeds, and other assets, net of debt obligations and other liabilities including net Management Services Payment (“MSP”), guarantee fee, and tax on Entrée license transfer Shareholder loan valued based on discounted future payments receivable by TRQ using market interest rates Value Potential tax arbitration proceeds ranged from no recovery to full recovery Entrée license transfer taxes ranged from value on reserve basis at 20% interest to resource basis at 100% interest Asset P/NAV multiples based on observed multiples in precedent transactions for comparable companies and assets Similar in size, operating characteristics, risk profile, and asset type Net Corporate and asset transactions Identical to Transaction Value approach described above, except multiples applied based on trading of peers rather Trading Value than precedent transactions (no premium for change of control) Near-term Oyu Tolgoi cash flows projected out until 2030 (full underground ramp-up year), discounted to present Future value calculated by applying EV/EBITDA precedent transaction multiples to more normalized future EBITDA Transaction Value (average EBITDA for years 2030 – 2036), then discounted to present EBITDA (Secondary Value of TRQ’s interest in Oyu Tolgoi plus cash, GoM portion of shareholder loan, tax arbitration proceeds, and other Future/ assets, net of debt obligations and other liabilities including net MSP, guarantee fee, and tax on Entrée license transfer Methodology) V Shareholder loan valued based on discounted future payments receivable by TRQ using market interest rates E Potential tax arbitration proceeds ranged from no recovery to full recovery Entrée license transfer taxes ranged from value on reserve basis at 20% interest to resource basis at 100% interest Although not value approaches, also considered trading history and sell-side analyst target prices 14


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TD Securities’ Macro Assumptions Discount Rate TD Securities uses as a starting point an 8% discount rate for producing base metal mines and 10% for development stage base metal projects and makes adjustments, as appropriate, for specific risks including geopolitical and technical risks We believe this methodology is representative of that used by financial and industry participants in evaluating assets Precious metals consist of less than 20% of contained metal value therefore TD determined that a precious metal discount rate was not appropriate P/NAV value approach depends on applying discount rate methodology consistent with precedents 10% discount rate was selected for the Oyu Tolgoi project World-class producing asset with an operating open pit, processing infrastructure, and additional near-term production expected from the underground project Significant development component in the underground project which is currently in construction and has commenced initial ore production – Underground expansion has experienced several cost overruns and delays – Current risks include COVID-19, inflation, supply disruption, and skilled workforce availability Increased technical risk associated with running a large block cave Incremental political and sovereign risk associated with developing and operating a mine in Mongolia(1) – Past negotiations with Government of Mongolia resulted in forgiveness of US$2.4bn carry account loan – Ongoing discussions include tax arbitration and go-forward funding structure – Although agreements in place, uncertainty related to water and power – Mongolia is landlocked surrounded by Russia and China Other data points considered include: – 2020 feasibility study uses an 8% discount rate – Research analysts covering Turquoise Hill use 8%-12% discount rate (median of 10%) – Average discount rates used by research analysts in precedent transactions range from 8%-11% (median of 9%) Source: Company reports, Fraser Institute, public filings and research analysts (1) Fraser Institute Annual Survey of Mining Companies 2021 ranks Mongolia 63rd out of 84 jurisdictions surveyed on the Investment Attractiveness Index with a score of 50.66/100. 15


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TD Securities’ Macro Assumptions Commodity Price & FX Forecasts Selected commodity price forecasts based on equity research analyst consensus forecasts We believe this methodology is representative of that used by financial and industry participants in evaluating assets; management also utilizes analyst consensus prices Selected Price Deck Avg. Spot Spot H2 2022 2023 2024 2025 2026 LT (July 1 - Aug 30) Copper (US$lb) $3.51 $3.55 $3.60 $3.75 $3.85 $3.85 $3.85 $3.50 Gold (US$oz) $1,752 $1,727 $1,750 $1,750 $1,750 $1,700 $1,675 $1,600 Silver (US$oz) $19.36 $18.16 $20.00 $20.00 $22.00 $22.00 $22.00 $22.00 Moly (US$lb) $18.15 $17.01 na na n a n a n a $11.00 Have utilized management’s foreign exchange assumptions of 2,890 MNT USD and 6.45 CNY USD Approximately 20% of sustaining capital expenditures, 60% of development capital expenditures, and 20% of operating costs (excluding power costs) are exposed to movements in MNT 100% of power costs until 2026 are exposed to movements in CNY (USD denominated from 2027 onwards) Selected FX 5-Yr Avg. Spot Modeled Flat MNT USD 2,724 3,199 2,890 CNY USD 6.69 6.91 6.45 Source: Capital IQ, Company management, research analysts and Rio Tinto management 16


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Approach to Precedents and Trading Comparables Selection Target Precedent Target Trading Oyu Tolgoi Transactions Comparables Observations Enterprise Value >US$1bn World-class size and mine Size TSX-listed Intermediates (100% basis) life(1) Commodity Copper as primary metal Mix Significant construction / Production Stage Producers ramp-up risk vs. established Construction producers Mongolia seen as challenging Geography All geographies jurisdiction(2) Greater than normal technical Mine Types Both open pit and underground risk with large block cave Value Metrics P / NAV Considered EV / EBITDA (1) Long life assets observed to attract higher P/NAVs. (2) Fraser Institute Annual Survey of Mining Companies 2021 ranks Mongolia 63rd out of 84 jurisdictions surveyed on the Investment Attractiveness Index with a score of 50.66/100. 17


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M&A Precedents Transaction Value (100%) (1) (1) Date Target / Acquiror P / NAV EV / CY + 1 EBITDA (US$mm) Selected Range: Selected Range: 0.75x – 1.10x 3.0x – 6.0x (2) $6,280 1.12x 9.6x 7-Aug-22 OZ Minerals / BHP $1,100 1.13x x(3) 17-Mar-22 CSA / Metals Acquisition Corp $1,354 x 30-Nov-21 Mantos / Capstone 14-Oct-21 Sierra Gorda (45%) / South32 $3,778 x $1,865 1.02x 23-Sep-21 MATSA / Sandfire Resources $1,152 1.31x n/a 10-Mar-19 Red Chris (70%) / Newcrest Mining (4) n/a 4-Dec-18 QB2 (30%) / Sumitomo $3,322 2.43x 28-Sep-18 Grasberg (40%) / Inalum $8,750 97x n/a 5-Sep-18 Nevsun / Zijin $1,406 94x 12.2x (5) 14-Jun-18 Quellaveco (21.9%) / Mitsubishi Corporation $2,522 .00x n/a (6) 31-Aug-17 Cobre Panama (LS-Nikko) (10%) / First Quantum $5,106 n/a (7) 13-Feb-17 Mutanda (31%) / Glencore $3,394 x 15-Nov-16 Tenke Fungurume (24%) / BHR Partners $4,733 1.10x 10.0x 9-May-16 Tenke Fungurume (56%) / China Molybdenum $4,732 1.06x 10.1x 15-Feb-16 Morenci (13%) / Sumitomo Metal Mining $7,692 1.30x 10.7x 30-Jul-15 Zaldivar (50%) / Antofagasta $2,010 1.12x 7.3x 8-May-15 PanAust Limited (77%) / Guangdong Rising Assets Mgmt. $1,423 x 5.6x 6-Oct-14 Candelaria (80%) / Lundin $2,250 .04x 6x 13-Apr-14 Las Bambas / MMG, GUOXIN, CITIC $5,850 .97x n/a 28-Apr-13 Pinto Valley / Capstone Mining $650 .96x 28-Nov-12 Inmet / First Quantum $3,286 x 1x Source: Public filings and research analysts (5) Deal value includes US$50mm payable when processing >150ktpd (assumed Jun 2025) Producing (1) Based on analyst consensus estimates. and US$50mm payable when processing >180ktpd (assumed Jun 2028), discounted at 18 (2) Proposal made by BHP rejected by OZ Minerals. 8%. (3) Based on CY management estimate. (6) Deal value includes US$635mm paid over six equal installments, discounted at 8%. Development / Construction (4) Deal value includes US$300mm tied to QB2 throughput and NPV of QB3 expansion at (7) Based on CY estimates. sanction, discounted at 8%. Producing & Significant Development


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Trading Comparables Market Cap (US$bn) P / NAV(1) (3) Turquoise Hill $5.5 Turquoise Hill 0.70x (2) (2) (3) Turquoise Hill (Unaffected) $4.1 Turquoise Hill (Unaffected) 0.59x Selected Range: 0.50x – 0.75x First Quantum $12.7 First Quantum 0.75x Ivanhoe Ivanhoe 0.71x $8.0 Lundin Lundin $4.1 Capstone $1.6 Ero Hudbay $1.2 Hudbay Ero Capstone 0.36x $0.9 Source: Capital IQ and research analysts Note: Market data as of August 30, 2022. 19 (1) Based on analyst consensus estimates. (2) Based on closing share price prior to Rio proposal on March 14, 2022. (3) Based on unfinanced NAVPS.


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Shareholder Loan Considerations Approach to Shareholder Loan Value Forecast Shareholder Loan Principal + Interest Repayment Schedule(1) The current EOT Shareholder Loan interest rate (L + 6.5%) is Outstanding balance of ~US$2.9bn(2) $1,125 believed to be lower than the cost of funding through market- $964 based alternatives $757 $787 $751 In assessing an appropriate market rate to discount the future $733 $707 $645 Shareholder Loan repayments, TD has considered the following: $360 – Weighted average duration of the Shareholder Loan is ~10 $319 $270 years $121 – Illustrative credit ratings analysis suggests a B1 credit — —rating, based on assessment of sovereign risk and single 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 asset risk – B1 credit rating would correspond to an 9% – 10% coupon in today’s market Sensitivity Analysis – Additional spread of 3% – 4% applied to reflect subordinated nature Based on this analysis, we estimate a market-based nominal Nominal Delta to June interest rate of 12% – 14% Discount Rate Value 30th Balance – Implied after-tax real rate of 6.9% – 8.3%(3) 11.0% $2,803 ($116) When determining fair value of Shareholder Loan, TD 11.5% $2,691 ($228) discounted future payments receivable by TRQ at this market- 12.0% $2,584 ($334) based rate 12.5% $2,482 ($436) Currently subject to 10% withholding tax – Tax arbitration loss may result in ~US$1bn of additional Net Present Value 13.0% $2,386 ($533) 13.5% $2,293 ($625) taxes payable (possible increase in WHT rate to 20%)(4) 14.0% $2,205 ($713) – Implementation of Pillar II global minimum tax would result 14.5% $2,121 ($797) in ~US$1.1bn of additional taxes payable (possible increase 15.0% $2,041 ($878) in WHT rate to 15% and taxes payable on annual accrued interest)(4) June 30th Balance L + 6.5% $2,918 Source: Public filings and Company management Note: Values shown in US$mm. 20 Note: Shareholder loan amounts shown on a 34% basis. (1) Repayment schedule based on a levered nominal model (pre-tax); forward LIBOR forecast based on TD Securities interest rate hedging team forecast. (2) Includes principal and accrued interest as at June 30, 2022. (3) Assuming 25% tax rate and 2% inflation rate. (4) Based on 66% attributable basis shown on a nominal basis.


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Synergies Estimated synergies were assessed using the following approach: Items Contributing Category Results of Review to Synergy Annual synergies of US$10-US$20mm, which includes public in Public Redundant public company company costs and corporate G&A savings based on guidance Company Costs costs, personnel and head from TRQ management Value / Head Office One-time integration costs of US$10mm and ~US$14mm(1) of office costs ncluded Costs TRQ management change of control payments based on I guidance from TRQ management Potential for Rio Tinto to add value through Operating application of its technical Rio Tinto has already implemented these operating advantages Costs and Value expertise, materials into Oyu Tolgoi as the project operator Capex Savings in sourcing advantages, Included operating efficiencies, etc. Not Potential tax synergies for Tax Savings No apparent tax synergies for Rio Tinto Rio Tinto Other logical potential buyers don’t appear to have greater potential for synergies than Rio Tinto Source: Company management (1) C$18.3mm, converted to US$ using spot CAD/USD FX rate of 0.7646. 21


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Modelling Parameters


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Model Overview TD Securities relied on a financial model prepared by management and approved for its use by the Special Committee, which is based on April 2022 Oyu Tolgoi Life of Mine Model prepared by management at Oyu Tolgoi LLC and includes reserves and resources from Open Pit and Oyu Tolgoi’s four underground deposits – Hugo North Lift 1, Hugo North Lift 2, Hugo South and Heruga (“Resource Case”) Model adjustments for near-term updates and upside opportunities were made to get to an “Adjusted Resource Case”, including: – Capex reforecast, completed in Q2 2022 – Ramp-up timing with acceleration of Panel 0 (2-month sustainable production acceleration to April 2023) – Debottlenecking of mill throughput to 125ktpd (beginning in 2030) – Mining of the Lift 1 high-grade underground pillars (60% metal recovery) – Resequencing of deposits to move development of Hugo South forward in mine plan to begin production in 2037 TD Securities also reviewed various other upside and downside sensitivities, which are summarized on following slides Source: Company management 23


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Model Review | Throughput (by Deposit) Resource Case 80,000 60,000 (kt) Throughput 40,000 20,000—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Adjusted Resource Case 1 Throughput capacity expanded to 125ktpd starting in 80,000 2030. 3% throughput increase between 2030 – 2036 3 Hugo South pulled forward to 2037 vs. 2052 from Open Pit ore. Max throughput of 125ktpd achieved from 2030 – 2080 4 Open Pit production deferred in place of higher grade UG production and 2 Additional tonnage from HNL1 pillars from 2037 – 2042 60,000 restarts once UG production schedules ramp down (kt) 2 3 Throughput 40,000 20,000 1 4—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 1 Pillars (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Source: Company management Note: Shown on 100% basis. 24


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Model Review | Cu Production (by Deposit) Resource Case 800 Production (Cu mmt) LOM Open Pit 2.6 / 12% LOM Hugo North Lift 1 (UG) 7.7 / 35% 600 LOM Hugo North Lift 2 (UG) 7.1 / 32% LOM Hugo South (UG) 2.6 / 11% (kt) 2.3 / 10% LOM Heruga (UG) Total 22.2 / 100% Production 400 Cu 200—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Adjusted Resource Case 1 Throughput capacity expanded to 125ktpd 2 Additional tonnage from HNL1 pillars from 2037 – 2042 Production 800 starting in 2030. 3% throughput increase between (Cu mmt) 3 Hugo South pulled forward to 2037 vs. 2052 2030 – 2036 from Open Pit ore. Max throughput 4 LOM Open Pit 2.6 / 11% of 125ktpd achieved from 2030 – 2080 Open Pit production deferred in place of higher grade UG production and restarts once UG production LOM Hugo North Lift 1 (UG) 7.7 / 34% 600 schedules ramp down LOM Hugo North Lift 1 Pillars (UG) 0.7 / 3% LOM Hugo North Lift 2 (UG) 7.1 / 31% (kt) 3 2 LOM Hugo South (UG) 2.6 / 11% LOM Heruga (UG) 2.3 / 10% 400 Production Total 22.9 / 100% Cu 200 1 4—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 1 Pillars (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Source: Company management Note: Shown on 100% basis. 25


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Model Review | CuEq. Production (by Deposit) Resource Case 800 Production (CuEq. mmt) LOM Open Pit 3.5 / 13% LOM Hugo North Lift 1 (UG) 8.8 / 32% 600 (kt) LOM Hugo North Lift 2 (UG) 8.5 / 31% LOM Hugo South (UG) 2.7 / 10% LOM Heruga (UG) 3.8 / 14% Production 400 Total 27.3 / 100% . CuEq 200 - 2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Adjusted Resource Case 1 Throughput capacity expanded to 125ktpd 2 Additional tonnage from HNL1 pillars from 2037 – 2042 Production 800 starting in 2030. 3% throughput increase between (CuEq. mmt) 3 Hugo South pulled forward to 2037 vs. 2052 2030 – 2036 from Open Pit ore. Max throughput 4 LOM Open Pit 3.5 / 13% of 125ktpd achieved from 2030 – 2080 Open Pit production deferred in place of higher grade UG production and restarts once UG production LOM Hugo North Lift 1 (UG) 8.8 / 31% 600 schedules ramp down LOM Hugo North Lift 1 Pillars (UG) 0.8 / 3% 2 3 (kt) LOM Hugo North Lift 2 (UG) 8.5 / 30% 2.7 / 10% LOM Hugo South (UG) 400 LOM Heruga (UG) 3.8 / 14% Production Total 28.1 / 100% . CuEq 200 1 4—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Open Pit Hugo North Lift 1 (UG) Hugo North Lift 1 Pillars (UG) Hugo North Lift 2 (UG) Hugo South (UG) Heruga (UG) Source: Company management Note: Shown on 100% basis. 26


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Model Review | Capex Resource Case $1,750 LOM Avg. Total Sustaining Capex US$306mm US$24.5bn $1,400 Development Capex n/a US$7.3bn $1,050 $700 $350—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Sustaining Capex (excl. Hugo South and Heruga) Development Capex (excl. Hugo South and Heruga) Sustaining Capex—Hugo South Development Capex—Hugo South Development Capex—Heruga Sustaining Capex—Heruga Adjusted Resource Case 1 Hugo South pulled forward to 2037 assuming development capex of ~US$1.2bn is spent across 12 years starting 2032 $1,750 LOM Avg. Total 2 Hugo South sustaining capex pulled forward in line with shift in production schedule timing Sustaining Capex US$308mm US$24.6bn $1,400 Development Capex n/a US$7.4bn $1,050 $700 2 1 $350—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Sustaining Capex (excl. Hugo South and Heruga) Development Capex (excl. Hugo South and Heruga) Sustaining Capex—Hugo South Development Capex—Hugo South Development Capex—Heruga Sustaining Capex—Heruga Source: Company management Note: Values shown in US$mm, on a 100% basis. 27


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Model Review | Mine Level EBITDA & Free Cash Flow Adjusted Resource Case | EBITDA (US$mm) $4,000 LOM Avg. Total US$1.5bn US$118.3bn $3,000 $2,000 $1,000—2022 2025 2028 2031 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Adjusted Resource Case | Unlevered Free Cash Flow and Capex (US$mm) $4,000 LOM Avg. FCF Total FCF Total Capex US$818mm US$65.4bn US$35.3bn $3,000 $2,000 $1,000—2032-2043: 2064-2078: Heruga Development ($1,000) 2056-2063: Hugo South (US$1,177mm) (US$2,413mm) Hugo North Panels 3-5 2022-2025: Remaining 2026-2037: Hugo North Lift 2 (US$84mm) ($2,000) UG Development Construction / Development 2022 (US$1,976mm) 2025 2028(US$2031 1,796mm) 2034 2037 2040 2043 2046 2049 2052 2055 2058 2061 2064 2067 2070 2073 2076 2079 2082 2085 2088 2091 2094 2097 2100 Unlevered FCF Development Capex Sustaining Capex Source: Company management Note: Values shown in US$mm, on a 100% basis. 28


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Model Review | NPV Bridge NPV Bridge (Attributable Basis – 10% Discount Rate) Near-Term Updates Upside Opportunities Source: Company management Note: Values shown in US$mm on attributable basis at a 10% discount rate. 29 Note: Value date as at June 30, 2022.


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Scenario Specific Sensitivity Analysis In addition to model adjustments reviewed in previous slides, other sensitivities specific to OT have been reviewed but not included in the Adjusted Resource Case given level of uncertainty Model Sensitivities Sensitivities Key Assumptions Increased metal production from HNL1 in 2026 Draw Control Strategy 28kt Cu and 48koz Au Acceleration to Sustainable Acceleration of sustainable UG production (Panel 0) to December 2022 UG Production (Panel 0) Acceleration of sustainable UG production (Panel 0) to February 2023 Upsides Pillar Grade Recoveries 10% additional metal recovery in the Hugo North Lift 1 pillars Acceleration to Panels 1 & 2 Acceleration to Panels 1 and 2 of 2 months due to shaft improvements Hugo South Capex Timing Spend Hugo South development capex over a shorter 6-year period starting in 2038 Delay to Panels 1 & 2 Delay to Panels 1 and 2 of 2 months due to shaft delays Pillar Grade Recoveries 10% less metal recovery in the Hugo North Lift 1 pillars Downsides Mill Debottlenecking Capex US$350mm of incremental capex (additional crushing) required to reach 125ktpd Interim Power Cost Escalation Escalation of Chinese power costs of 10% until OT joins Mongolian grid Source: Company management 30


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Scenario Specific Sensitivity Analysis (Cont’d) Illustrative NPV Impact (Attributable Basis – 10% Discount Rate) $400 mm) $200 $138 $ $106 (US $76 $78 $77 Impact $26 – NPV ($78) ($76) ($64) ($52) Illustrative ($200) ($400) Acc. to UG Draw Control Acc. to UG Hugo South Capex Acc. / Delay to Pillar Recovery Mill Debottlenecking Interim Power Cost Sustainable Prod. Strategy Sustainable Prod. Timing Panel 1 and 2 (+/- 10%) Capex Escalation (10%) (Panel 0) (Panel 0) (6 Years) (2 months) (1) (2022-2026) (Dec 2022) (Feb 2023) Upsides Downsides Source: Company management Note: Values shown in US$mm on attributable basis at a 10% discount rate. 31 Note: Value date as at June 30, 2022. Note: All sensitivities are indicative and have not been formulated based on underlying mine planning software. (1) Acceleration / delay estimated to have same NPV impact.


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General Sensitivity Analysis Sensitivity Analysis Oyu Tolgoi NPV Impact (US$mm) $6,000 $8,000 $10,000 $12,000 Discount Rate (+/- 2%) 12% ($1,751) 10% $2,430 8% (1) (1) Copper Price (+/- 10%) $3.15 ($1,621) $3.50 $1,611 $3.85 (2) (2) Cu Production (+/- 10%) 21 ($1,621) 23 $1,611 25 (3) (3) Operating Costs (+/- 10%) $39,062 ($526) $35,511 $488 $31,960 (4) (4) Gold Price (+/- 10%) $1,440 ($278) $1,600 $264 $1,760 Au Production (+/- 10%) 20(5) 25(5) ($278) 22 $264 (3) (3) Sustaining Capex (+/- 10%) $17,883 ($244) $16,257 $243 $14,631 FX (+/- 10%)(6) n/a n/a ($185) $185 Remaining Dev. Capex (+/- 10%) $5,406 (3) $4,423 (3) ($173) $4,915 $173 Total Mine NPV: $9,278mm Source: Company management (5) LOM average gold production (mmoz). Note: Values shown in US$mm on attributable basis at a 10% discount rate. (6) Approximately 20% of sustaining capital expenditures, 60% of development capital expenditures and 32 Note: Value date as at June 30, 2022. 20% of operating costs (excluding power costs) are exposed to movements in MNT. 100% of power (1) Long-term copper price +/- 10%. costs until 2026 are exposed to movements in CNY (USD denominated from 2027 onwards). (2) LOM copper production (mmt). (3) LOM US$mm totals +/- 10%. (4) Long-term gold price +/- 10%.


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Opportunities Not Explicitly Quantified Upside Opportunities Underground Mine Plan Optimization Additional opportunities may exist to optimize mine plan and deposit sequencing Potential opportunities include, but not limited to: faster underground ramp-up period, higher underground production rates, debottlenecking throughput beyond 125ktpd, additional lines to further increase mill throughput, higher achieved pillar resource recovery, and optimizing development of Heruga deposit once better explored / drilled Long life provides increased optionality Open Pit Grade Reconciliation Potential upside in open pit production given past positive grade reconciliation and history of performing to or above modeled grades Other Optimization Opportunities Potential for co-feed processing synergies in periods where underground outperforms plan and open-pit ore is also processed (e.g. arsenic content) Sustaining capex and opex optimization initiatives Use of Rail to Ship Concentrate May allow for improved efficiencies and contactless delivery, reducing costs and downtime caused by driver / fleet COVID-19 exposure Potential to access other ports and open-up Japanese and South Korean smelter markets Optimizing Draw Control Strategy Potential to add incremental production in Lift 1 not previously included in plan as a result of recovering more from lower in footprint Potential benefit could be offset by slower draw rates Exploration Upside Potential to discover higher grade, shallow deposits at Oyu Tolgoi that could displace lower value material in current mine plan Additional drilling at Hugo South and Heruga may increase scope of deposits Early-stage exploration properties owned by Turquoise Hill outside of Oyu Tolgoi Less of a focus given existing long life Shareholder Loan Tax Benefits Have not explicitly included any benefit of shareholder loan tax structure Potential benefit may be offset due to potential risks pertaining to increased withholding tax rate and / or Pillar 2 global minimum tax (see next slide) 33


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Risks Not Explicitly Quantified Downside Risks Block Cave Technical Risk Inherently risky mining method with uncertainty around ramp-up and production rates Caving failures have potential to cause development delays and production interruptions Concentrator Conversion Risk Timing risk on completion of Phase 2 concentrator to process combined ore from underground and open pit Foreign Country Risk Existing agreements / structure subject to change (e.g. shareholder loan, taxes, royalties, management fee structure, mining license, water license, power) Dependent on China for various supplies, equipment, power, and to export product Exposure to local currency Capital Cost Overruns and Delays With current market and geopolitical backdrop, cost escalation is a risk, and COVID-19 impacts have only been estimated / included to end of June 2022 Risk is offset by significant contingency included in estimates, and only a portion of remaining development capex is subject to escalation risk given existing contracts Potential ramp-up delays offset by contingencies in timing estimates and Panel 0 outperformance to date, but further delays could occur (e.g. geotechnical stress level risk) Potential incremental capital spend required to debottleneck to 125ktpd Potential underestimation of capital for subsequent underground mines (i.e. Hugo South development capital not currently underway but potential for similar challenges faced as at Hugo North) History of significant cost overruns and delays Power Costs and Timing of Connection to Mongolian National Grid Risk of increased power costs as part of ongoing negotiation of existing contracts Technical risks and potential for delay in switching to Mongolian National Grid Sourcing of Key Personnel and Labour Cost Escalation Challenges finding key skilled labour positions (e.g. master sinkers for shafts 3 / 4) could lead to development and production delays Escalation of labour costs driven by local inflation and change in labour laws (equal time rosters) Large construction crew layoffs in near-term could create tension with GoM Potential Changes to Tax Treatments If tax arbitration unsuccessful, possible knock-on effects to future withholding tax rates (e.g. increase in SHL interest withholding tax from 10% to 20%, potential for further reduction in tax loss carry forward balances) If Pillar 2 is adopted, withholding tax subject to 15% global minimum tax rate; could also result in elimination of other tax benefits 34


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Value Conclusions


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Indications of Value Methodology Multiple Range Metric (Attrib.) Indications of Value (C$/sh) Selected Valuation Range: $42—$58 $10 $20 $30 $40 $50 $60 $70 saction P / NAV 0.75x—1.10x US$9,278mm $38.83 $64.62 n Value Future EBITDA: $38.11 $58.16 Future EV / EBITDA 3.0x—6.0x (1) Tra US$1,709mm P / NAV 0.50x—0.75x US$9,278mm $23.30 u e Analyst Target Price l Avg. Target Price: $20.00 $32.00 a V (Pre-Proposal) $29.21 ding 52-Week Trading Range $12.45 $26.91 r a T (Pre-Proposal) Post-Proposal $28.20 $ Trading Range Initial Unaffected Current: Updated Revised Proposal: Price: $25.68 $36.05 Proposal: $43.00 $34.00 Source: Capital IQ, Company management, public filings and research analysts Secondary methodology Note: Market data as at August 30, 2022. 36 (1) Normalized future EBITDA (2030 – 2036 average).


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Share Price Sensitivity Analysis P/NAV 0.75x 0.85x 0.95x 1.05x 1.10x t 8% $37.61 $44.88 $52.20 $59.58 $64.19 n u 9% $32.97 $39.57 $46.22 $52.92 $57.20 LT Cu Price: t e o 10% $29.05 $35.08 $41.16 $47.29 $51.28 c R a US$3.00/lb s i 11% $25.70 $31.24 $36.83 $42.48 $46.23 D 12% $22.81 $27.93 $33.11 $38.34 $41.88 nt 8% $43.84 $51.81 $59.82 $67.88 $72.83 u 9% $38.51 $45.72 $52.96 $60.26 $64.82 LT Cu Price: e t 10% $34.02 $40.58 $47.18 $53.82 $58.06 a US$3.25/lb R Disco 11% $30.19 $36.20 $42.25 $48.35 $52.31 12% $26.90 $32.44 $38.02 $43.64 $47.37 nt 8% $49.91 $58.58 $67.29 $76.04 $81.23 9% $43.89 $51.71 $59.56 $67.45 $72.21 LT Cu Price: ou t e 10% $38.83 $45.92 $53.05 $60.22 $64.62 US$3.50/lb is c Ra 11% $34.52 $41.00 $47.52 $54.08 $58.17 D 12% $30.83 $36.79 $42.78 $48.81 $52.64 nt 8% $55.66 $65.02 $74.41 $83.83 $89.29 9% $48.97 $57.37 $65.81 $74.29 $79.27 LT Cu Price: ou 10% $43.34 $50.95 $58.60 $66.27 $70.86 US$3.75/lb Rate Disc 11% $38.57 $45.51 $52.48 $59.48 $63.73 12% $34.49 $40.84 $47.24 $53.66 $57.62 nt 8% $61.25 $71.29 $81.35 $91.45 $97.24 9% $53.87 $62.87 $71.90 $80.96 $86.23 LT Cu Price: ou 10% $47.69 $55.82 $63.98 $72.17 $77.00 US$4.00/lb Rate Disc 11% $42.46 $49.85 $57.27 $64.72 $69.19 12% $37.98 $44.74 $51.53 $58.36 $62.51 Source: Company management Note: Share prices shown in C$. 37 Note: Assumes nil tax dispute recovery at low end, full tax dispute recovery at high end and scaled in between. Note: Assumes 100% economic interest of licenses as the tax basis and Entrée stake valued on resource basis at low end, 20% economic interest of licenses as the tax basis and Entrée stake valued on reserve basis at high end and scaled in between. Note: Assumes Shareholder Loan discounted at 14% (nominal) at low end, 12% (nominal) at high end and scaled in between.


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Indications of Value Detail P/NAV Approach P/NAV Approach In US$mm, except per share data Attributable Discount Rate Transaction Value Trading Value Low – High Low – High Mining Assets Oyu Tolgoi 66% 10% $9,278 $9,278 Mining Asset NAV $9,278 $9,278 Selected Multiple 0.75x – 1.10x 0.50x – 0.75x Mining Asset Value $6,959 – $10,206 $4,639 – $6,959 Corporate Adjustments GoM Shareholder Loans(1) 34% 12%—14% nom. $2,205 – $2,584 $2,205 – $2,584 Tax Dispute Recovery 66% 10% – – $123 – – $123 Entrée Transfer Taxes(2) 66% 10% ($147) – ($14) ($147) – ($14) G&A Synergies(3) 100% 10% $105 – $210 – Canadian Tax (4) 100% 10% ($14) – ($34) ($3) MSP (Paid to TRQ)(5) 34%*50% 10% $169 $169 MSP (Paid to Rio)(5) 66%*50% 10% ($329) ($329) Cash and Cash Equivalents(6) $488 $488 100% n/a Debt 66% n/a ($2,836) ($2,836) Guarantee Fee (Paid to Rio)(7) 74% 10% ($318) ($318) Unconsolidated Investments(8) 100% n/a $9 $9 Corporate G&A 100% 10% ($293) ($293) Integration Costs(9) 100% n/a ($24) – Total Corporate Items ($985) ($264) ($1,055) ($420) Implied Equity Value $5,974 – $9,942 $3,584 – $6,539 F.D. Shares Outstanding (mm) 201.2 201.2 Implied Share Price (US$) $29.69 – $49.41 $17.81 – $32.50 Implied Share Price (C$)(10) $38.83 – $64.62 $23.30 – $42.50 Note: Value date and balance sheet items as of June 30, 2022. Market data as at August 30, 2022. (6) Cash held at TRQ level plus cash at OT level (66% attributable to TRQ) at June 30, 2022 value date. (1) Levered nominal cash flows of shareholder loan repayment discounted at midpoint of range (12%—14%). (7) Project completion guarantee fee paid to Rio; 76% borne by OT (66% attributable to TRQ) and 24% borne by 38 (2) Based on range of 20% or 100% economic interest of licenses as the tax basis and whether Entrée stake is TRQ; OT portion is tax adjusted. (76%*66%)+24%=74%. valued on reserve or resource basis; assumes a mid-year 2023 resolution. (8) Includes TRQ’s ownership of ~14.5mm shares of Entrée Resources. (3) Annual synergies of US$10-US$20mm provided by Rio Tinto & TRQ management at midpoint of range. (9) Includes US$10mm of assumed integration costs and ~US$14mm of TRQ management change of control (4) Management fee (paid to TRQ), corporate G&A, guarantee fee borne by TRQ and G&A synergies are taxable. payments. (5) 50% of management fee is paid by OT to Turquoise Hill (34% non-intercompany portion represents an asset to (10) Converted to C$ NAVPS using spot CAD/USD FX rate of 0.7646. TRQ). 50% of management fee is paid by OT to Rio Tinto (66% ownership portion represents a liability to TRQ).


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Other Fairness Considerations


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Historical Mining Acquisition Premiums Median one-day premium on Canadian mining transactions since 2011 is 34% Larger transactions typically occurred at 20% – 40% premiums Median minority buyouts typically occurred in the 20% – 25% premium range Note TRQ peers traded off significantly since March 11 Observed Mining Transaction Premiums Over Closing Price Prior to Unaffected Date(1) Transaction Premium Histogram Transaction Size vs. Transaction Premium TRQ / Rio Tinto Premiums Median: Premium to Unaffected (March 11): 67.4% 10 100% 34.2% Premium to August 23(2): 42.4% 9 Premium to August 30: 19.3% (%) 8 8 80% Premium to Unaffected 7 7 Unaffected (March 11): 67.4% ransactions 6 60% Tto Premium to of Aug. 232):42.4% 4 umber 4 Premium 40% N 2 20% Premium to Transaction Aug. 30:19.3% – – <20% 20%—30% 30%—40% 40%—50% >50% $1,000 $2,000 $3,000 $4,000 Transaction Size (US$mm) Transaction Premium to Unaffected (%) Base Metals Precious Metals TRQ / Rio Tinto Source: Refinitiv Eikon, Bloomberg, Capital IQ and company press releases and filings. Note: Market data as of August 30, 2022 40 (1) Includes mining sector transactions with a Canadian-listed target and transaction value greater than US$500mm since 2011. (2) Day Immediately prior to Rio announcing Revised Proposal.


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Other Considerations Complicated Requirement to conduct one or more equity offerings for aggregate proceeds of at least US$650mm by Standalone Path December 31, 2022 to meet terms of Amended Heads of Agreement Forward Resolution of funding gap is subject to positive developments in debt re-profiling negotiations with lenders Difficult Current Market conditions have worsened since Rio Tinto’s Initial Proposal, with metal prices and Turquoise Hill’s Market Conditions copper peers trading well below levels seen at the time of the Initial Proposal in March 2022 Initial Proposal on March 13, 2022 was for C$34/sh Proposal Increased Twice Through Revised Proposal on August 24, 2022 increased offer to C$40/sh Negotiation Updated Revised Proposal on August 29, 2022 increased offer to C$43/sh No Other No other bidders have surfaced since the Initial Proposal was announced on March 13, 2022 Bidders Surfaced Difficult for an approach given Rio Tinto’s controlling interest in Turquoise Hill 41


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