The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or acquired Turquoise Hill common stock or call options on Turquoise Hill common stock, sold put options on Turquoise Hill common stock, or entered into swaps replicating a purchase of Turquoise Hill common stock, in domestic transactions or on U.S. exchanges, during the Class Period.  The Court has directed us to send you the Notice because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the proposed Settlement.  Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights.  If the Court approves the Settlement, and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so.  It is also being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the motion by Lead Counsel for attorneys’ fees and Litigation Expenses (the “Settlement Hearing”).  See ¶¶ 70-71 of the Notice for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement.  If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

During the Class Period, Turquoise Hill was a mineral-exploration and development company headquartered in Canada.  Turquoise Hill’s sole material business was the operation and development of the Oyu Tolgoi mine, a copper and gold mine in southern Mongolia, which is jointly owned with Erdenes Oyu Tolgoi LLC (“EOT”), a state-owned investor representing the Government of Mongolia.  During the Class Period, Turquoise Hill common stock traded on the New York Stock Exchange and Nasdaq, as well as on the Toronto Stock Exchange, under the ticker TRQ.   Rio Tinto, which consists of Rio Tinto plc (a United Kingdom company) and Rio Tinto Limited (an Australian company), is one of the world’s largest metals and mining companies.  An affiliate of Rio Tinto International Holdings Limited (“RTIH”) served as manager of the Oyu Tolgoi project.  During the Class Period, various subsidiaries of Rio Tinto plc owned a controlling share of Turquoise Hill’s common stock.  Following the Class Period, in 2022, Rio Tinto acquired Turquoise Hill and privatized the company.

This Action involves allegations that Rio Tinto and certain of its executives made material misrepresentations and omissions during the Class Period about the development of the Oyu Tolgoi mine and related delays and cost overruns.  Lead Plaintiff alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by making these alleged misstatements or controlling Rio Tinto when the misstatements were made.  Defendants deny all allegations in the Action and deny any violations of the federal securities laws.

On October 14, 2020, this Action was filed in the United States District Court for the Southern District of New York (the “Court”), alleging violations of the federal securities laws.

On December 14, 2020, the Pentwater Funds moved for appointment as Lead Plaintiff and approval of its selection of counsel.  On January 15, 2021, the Honorable Lewis J. Liman appointed the Pentwater Funds as Lead Plaintiff and approved Bernstein Litowitz Berger & Grossmann LLP as Lead Counsel. 

On March 17, 2021, Lead Plaintiff filed and served the Amended Consolidated Complaint for Violations of the Federal Securities Laws asserting claims against defendants Luke Colton, Jean-Sebastien Jacques, Brendan Lane, Ulf Quellmann, Rio Tinto International Holdings Limited, Rio Tinto Limited, Rio Tinto Plc, Arnaud Soirat, Turquoise Hill Resources Ltd. under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against defendants Rio Tinto plc, Rio Tinto Limited, Rio Tinto International Holdings Limited, Jacques, Soirat, Quellmann, Colton, and Lane under Section 20(a) of the Exchange Act (the “Initial Complaint”).  

On May 17, 2021, Defendants and Former Defendants filed motions to dismiss the Initial Complaint.  On July 17, 2021, Lead Plaintiff filed its opposition to the motions to dismiss.  On August 9, 2021, Lead Plaintiff sought permission to file a second amended complaint, which the Court granted on August 11, 2021.

On September 16, 2021, Lead Plaintiff filed the Second Amended Consolidated Complaint for Violations of the Federal Securities Laws (the “SAC”). On October 19, 2021, Defendants and Former Defendants filed motions to dismiss the SAC, which were fully briefed by December 17, 2021.  

On September 2, 2022, the Court entered its Order granting the motions to dismiss as to defendants Quellmann, Colton, Lane, Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited, and denying the motions to dismiss, in part, as to Defendants Rio Tinto plc and Rio Tinto Limited, Jacques and Soirat. 

On October 18, 2022, Defendants filed their answer to the SAC.  Among other things, Defendants’ answer denied Lead Plaintiff’s allegations of wrongdoing and asserted various defenses to the claims pled against Defendants.

Discovery in the Action commenced in November 2022.  Pursuant to the discovery schedule initially set by the Court on February 2, 2023, the Parties conducted substantial document discovery, including Defendants’ production of many documents in response to Lead Plaintiff’s discovery requests as of December 2023.  

On November 10, 2023, Lead Plaintiff notified the court that it intended to move for leave to file a third amended complaint based on information and documents produced in discovery.  On November 13, 2023, the Court granted Lead Plaintiff’s request for a briefing schedule on the motion to file a third amended complaint.  Thereafter, on December 15, 2023, Lead Plaintiff moved for leave to file a third amended complaint, and the Court granted that motion on January 8, 2024.  On January 22, 2024, Defendants moved the Court to reconsider that order and, on February 21, 2024, the Court granted in part and denied in part Defendants’ motion for reconsideration and directed Lead Plaintiff to re-file the third amended complaint in accordance with its rulings.  

On February 28, 2024, Lead Plaintiff filed the operative Third Amended Complaint for Violations of the Federal Securities Laws (“TAC”).  On March 22, 2024, Defendants filed their motion to dismiss the TAC.  The motion was fully briefed on May 13, 2024.  On November 7, 2024, the Court entered an order granting in part and denying in part Defendants’ motion to dismiss the TAC.  

On December 20, 2024, Defendants filed their answer to the TAC.  Defendants’ answer denied Lead Plaintiff’s allegations of wrongdoing and asserted various defenses to the claims pled against Defendants.

Following the Court’s order on the Complaint, the Court entered a discovery schedule on November 26, 2024.  Over the course of discovery, Defendants produced many documents to Lead Plaintiff.  The Parties met and conferred and exchanged numerous letters and held telephonic meet and confers concerning disputed discovery issues over several years.  Lead Plaintiff also pursued discovery from Defendants through motions to compel resulting in additional discovery.  The Parties also conducted discovery outside the United States, including by seeking letters of request from the Court to obtain documents and deposition testimony from witnesses located outside the U.S.  The Parties took deposition testimony of non-party witnesses and obtained document productions from those witnesses.  

On December 23, 2024, Lead Plaintiff filed a motion for class certification and appointment of class representative and class counsel, which was accompanied by reports from Lead Plaintiff’s expert on market efficiency and common damages methodologies and Lead Plaintiff’s expert on the domesticity of class members’ trades.  On April 3, 2025, Defendants filed their opposition to Lead Plaintiff’s motion for class certification, including two expert reports of their own.  

On February 5, 2025, the Parties engaged in a private mediation session before Hon. Layn Phillips (the “Mediator”).  In advance of that session, the Parties exchanged and submitted detailed mediation statements and supporting exhibits to the Mediator.  The Parties did not reach a resolution at that time but agreed to continue settlement discussions.   

Following the first mediation session, the Parties continued to engage in discovery, in which Lead Plaintiff vigorously pursued additional document productions from Defendants, including through motions to compel discovery.  In total, the Parties conducted nine depositions: the depositions of the three experts and four representatives of Lead Plaintiff in connection with the class certification motion and the depositions of non-party fact witnesses outside the U.S.  

On April 25, 2025, the Parties attended a second mediation session with the Mediator.  The Parties did not reach a resolution at that time but agreed to continue settlement discussions.    

On May 1, 2025, the Parties reached an agreement to settle the Action.  The agreement’s terms were memorialized in a term sheet executed on May 14, 2025 (the “Term Sheet”).  The Term Sheet set forth, among other things, the Parties’ agreement to settle and release all claims against Defendants and Defendants’ Releasees in the Action in return for a cash payment of $138,750,000 for the benefit of the Settlement Class, subject to certain terms and conditions and the execution of a customary “long form” stipulation and agreement of settlement and related papers.

On June 17, 2025, the Parties entered into a Stipulation and Agreement of Settlement (the “Stipulation”), which sets forth the terms and conditions of the Settlement.  The Stipulation can be found on the Important Documents tab of this website.

On June 26, 2025, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded.  The Settlement Class consists of:  

all persons and entities who purchased or otherwise acquired Turquoise Hill common stock, call options on Turquoise Hill common stock (or sold put options on Turquoise Hill common stock), or entered into swaps replicating a purchase of Turquoise Hill common stock, in domestic transactions or on U.S. exchanges, during the Class Period, and were damaged thereby.  

Excluded from the Settlement Class are: (i) Defendants and Former Defendants ; (ii) Immediate Family Members of any Individual Defendant or Individual Former Defendant; (iii) any person who is, or was during the Class Period, an officer or director of Rio Tinto, RTIH, or Turquoise Hill; (iv) any affiliates or subsidiaries of Rio Tinto, RTIH, or Turquoise Hill; (v) any entity in which any Defendant, Former Defendant, or any member of their Immediate Families has or had a controlling interest; (vi) the legal representatives, heirs, agents, affiliates, successors, or assigns of any such excluded persons and entities; and (vii) any prohibited person or organization who or which is a sanctions target, the subject of any applicable trade sanction or embargo or appears on a list of prohibited persons or organizations. Also excluded from the Settlement Class are any persons or entities who or which exclude themselves by submitting a request for exclusion that is accepted by the Court in accordance with the requirements set forth in the Notice.  See “What If I Do Not Want To Be A Member Of The Settlement Class?  How Do I Exclude Myself?,” below.

Please Note:  Receipt of the Notice does not mean that you are a Settlement Class Member or that you will be entitled to receive proceeds from the Settlement.  

If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Claim Form that is being distributed with the Notice and the required supporting documentation as set forth therein postmarked (or submitted online) no later than September 24, 2025.

Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the substantial risks they would face in establishing liability and damages through the Court’s ruling on class certification, summary judgment, pre-trial motions, a trial, and appeals, as well as the length and expense to the Settlement Class of continued proceedings.  The risks of continued litigation concerned each main element of Lead Plaintiff’s claims.  Lead Plaintiff would have been required to prove (i) that Defendants’ misstatements and omissions were materially false and misleading when made; (ii) that Defendants knew or recklessly disregarded that the statements and related omissions were false when made (i.e., Defendants acted with “scienter”); (iii) that the revelation of Defendants’ fraud caused the loss suffered by Plaintiffs and the Settlement Class (i.e., loss causation); and (iv) the amount of class-wide damages.  Defendants would have had arguments in defense of each of these issues. 

To start, Lead Plaintiff faced challenges in proving that Defendants made misleading statements or omissions concerning the development of the Oyu Tolgoi mine in Mongolia and related delays and cost overruns.  Lead Plaintiff expected that Defendants would have argued that their disclosures were accurate because they were based on the best information available when made.  For example, Defendants would argue that none of their statements prior to October 2018 could have been false or misleading because the delays were not definitively established until they completed the reforecast project in October 2018.  Defendants would further argue that the alleged misstatements concerning delays, if any, were not material to investors.  Defendants would also have argued that their alleged misstatements were not made with “scienter” as required under the Exchange Act.  Defendants would have argued that they did not have any fraudulent intent to mislead investors because they disclosed the delays once they were known in October 2018 and disclosed additional delays and the cost overruns as they received new information throughout the alleged Class Period.  There was a meaningful risk that the Court or jury could find against Lead Plaintiffs on these issues on a complete record at summary judgment or trial.  

In addition, Lead Plaintiff expected that Defendants would raise challenges to loss causation, arguing that certain of the price declines at issue were caused by the disclosure of information that was already known to the market.  For example, Defendants argued in opposition to Lead Plaintiff’s class certification motion that the alleged disclosure on July 31, 2019 that the Oyu Tolgoi project needed additional financing to complete was already known to the market based on the Company’s earlier disclosures.  If Defendants had succeeded on these arguments, the recoverable damages could have been substantially less than the amount provided in the Settlement.  

Further, in order to obtain recovery for the Settlement Class, Lead Plaintiff would have to prevail at several stages—on the pending motion for class certification, at summary judgment, and at trial—and, even if it prevailed on those, on the appeals that were likely to follow.  Thus, there were significant risks attendant to the continued prosecution of the Action, and there was no guarantee that further litigation would have resulted in a higher recovery, or any recovery at all.

In light of these and other risks, the amount of the Settlement, and the immediacy of recovery to the Settlement Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class. The Settlement provides a benefit to the Settlement Class, namely $138,750,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery at all, after further proceedings on Lead Plaintiff’s motion for class certification and likely summary judgment motions, trial, and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny that the Settlement Class was harmed or suffered any damages as a result of the conduct alleged in the Action.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation and trial.  Accordingly, the Settlement is not to be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of its claims against Defendants, neither Lead Plaintiff nor the other members of the Settlement Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial, or on appeal, the Settlement Class could recover less than the amount provided in the Settlement, or nothing at all.

As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?”

If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Member Of The Settlement Class?  How Do I Exclude Myself?”

If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and Litigation Expenses, and if you do not exclude yourself from the Settlement Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?”

If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns, in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Plaintiffs’ Claim (as defined below) against Defendants and the other Defendants’ Releasees (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means all claims and causes of action of every nature and description, whether arising under federal, state, common, or foreign law, including known claims and unknown claims, that Lead Plaintiff or any other member of the Settlement Class asserted in the Complaint or could have asserted in any other forum that (i) arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations, or omissions involved, set forth, or referred to in the TAC and (ii) relate to the purchase or acquisition of Turquoise Hill common stock or call options on Turquoise Hill common stock or sales of put options on Turquoise Hill common stock, or swaps replicating a purchase of Turquoise Hill common stock, in domestic transactions or on U.S. exchanges during the Class Period.  This release does not cover, include, or release: (i) any claims asserted in de Leeuw v. Turquoise Hill Resources Ltd. et al., No. 500-06-001113-204 in the Superior Court of Quebec, District of Montreal, except insofar as Settlement Class Members file claims in this Settlement, and for such Settlement Class Members only to the extent that the transactions reflected in their Claims filed in this Action will be released in this Action, while preserving any claims that are outside the definition of the Settlement Class in this Action; (ii) any claims by any governmental entity (foreign or domestic) relating to the conduct alleged in the Action; or (iii) any claims relating to the enforcement of the Settlement. 

“Defendants’ Releasees” means Defendants and their current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, Immediate Family Members, insurers, reinsurers, and attorneys. For avoidance of doubt, this includes the Former Defendants.

“Unknown Claims” means any Released Plaintiffs’ Claims which Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiff and Defendants shall expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiff and Defendants acknowledge, and each of the Settlement Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns, in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Defendants’ Claim (as defined below) against Lead Plaintiff and the other Plaintiffs’ Releasees (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.

“Released Defendants’ Claims” means any and all claims and causes of action of every nature and description, whether arising under federal, state, common, or foreign law, including known claims and Unknown Claims, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Action.  This release does not cover, include, or release (i) claims relating to the enforcement of the Stipulation or the Settlement; or (ii) any claims against any person or entity who or which submits a request for exclusion that is accepted by the Court.

“Plaintiffs’ Releasees” means Lead Plaintiff, all other plaintiffs in the Action, and all other Settlement Class Members, and their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, Immediate Family Members, insurers, reinsurers, and attorneys.

To be eligible for a payment from the Settlement, you must be a member of the Settlement Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked (if mailed), or submitted online at this website no later than September 24, 2025.  A Claim Form is included with the Notice, or you may obtain one from this website.  You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1 855-779-3513 or by emailing the Claims Administrator at info@TurquoiseHillSecuritiesLitigation.com.  Please retain all records of your ownership of and transactions in Turquoise Hill Securities, as they will be needed to document your Claim.  The Parties and Claims Administrator do not have information about your transactions in Turquoise Hill Securities.

If you request exclusion from the Settlement Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.  

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to cause $138,750,000 in cash (the “Settlement Amount”) to be paid into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; (c) any attorneys’ fees and Litigation Expenses awarded by the Court; and (d) any other costs or fees approved by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve. 

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final.  Defendants shall not have any liability, obligation, or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the plan of allocation.

Approval of the Settlement is independent from approval of a plan of allocation.  Any determination with respect to a plan of allocation will not affect the Settlement, if approved.  

Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim Form postmarked (or submitted online) on or before September 24, 2025 shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.  This means that each Settlement Class Member releases the Released Plaintiffs’ Claims (as defined in ¶ 44 of the Notice) against the Defendants’ Releasees (as defined in ¶ 45 of the Notice) and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Settlement Class Member submits a Claim Form.

Participants in and beneficiaries of any employee retirement and/or benefit plan covered by ERISA (“ERISA Plan”) should NOT include any information relating to Turquoise Hill Securities purchased or sold through the ERISA Plan in any Claim Form they submit in this Action.  They should include ONLY Turquoise Hill Securities purchased or sold during the Class Period outside of an ERISA Plan.  Claims based on any ERISA Plan’s transactions in Turquoise Hill Securities during the Class Period may be made by the plan’s trustees.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Settlement Class Member.  

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim Form.

Only Settlement Class Members or persons authorized to submit a claim on their behalf will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms.  The only securities that are included in the Settlement are Turquoise Hill common stock, call options on Turquoise Hill common stock, put options on Turquoise Hill common stock, or swap transactions replicating a purchase of Turquoise Hill common stock (collectively, “Turquoise Hill Securities”).

Appendix A to the Notice sets forth the Plan of Allocation for allocating the Net Settlement Fund among Authorized Claimants, as proposed by Lead Plaintiff.  At the Settlement Hearing, Lead Plaintiff will request that the Court approve the Plan of Allocation.  The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Settlement Class.

Plaintiffs’ Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Plaintiffs’ Counsel been reimbursed for their out-of-pocket expenses.  Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed 13% of the Settlement Fund.  At the same time, Lead Counsel also intends to apply for payment of Plaintiffs’ Counsel’s Litigation Expenses in an amount not to exceed $2,600,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to its representation of the Settlement Class, pursuant to the PSLRA.  The Court will determine the amount of any award of attorneys’ fees or Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Settlement Class Members are not personally liable for any such fees or expenses.

Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to Turquoise Hill Securities Litigation, EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91153, Seattle, WA 98111.  The Request for Exclusion must be received no later than September 24, 2025.  You will not be able to exclude yourself from the Settlement Class after that date. Each Request for Exclusion must (i) state the name, address, and telephone number of the person or entity requesting exclusion, and in the case of entities, the name and telephone number of the appropriate contact person; (ii) state that such person or entity “requests exclusion from the Settlement Class in In re Turquoise Hill Resources, Ltd. Securities Litigation, Civil Action No. 1:20-cv-8585-LJL”; (iii) state the number of shares of Turquoise Hill common stock (including shares of common stock purchased or held through swap transactions), and the number of call and put options on Turquoise Hill common stock that the person or entity requesting exclusion (a) held as of the opening of trading on July 17, 2018  and (b) purchased/acquired and/or sold from July 17, 2018 through July 31, 2019, inclusive, in domestic transactions or on U.S. exchanges, as well as the dates, number of shares, and prices of each such purchase/acquisition and sale; and (iv) be signed by the person or entity requesting exclusion or an authorized representative.  A Request for Exclusion shall not be effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court.

If you do not want to be part of the Settlement Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against any of the Defendants’ Releasees. 

If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment out of the Net Settlement Fund.  

Rio Tinto has the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount agreed to by Lead Plaintiff and Rio Tinto. 

Settlement Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Settlement Class Member does not attend the hearing.  You can participate in the Settlement without attending the Settlement Hearing.  

Please Note:  The date and time of the Settlement Hearing may change without further written notice to the Settlement Class.  The Court may decide to allow Settlement Class Members to appear at the hearing by phone, without further written notice to the Settlement Class.  In order to determine whether the date and time of the Settlement Hearing have changed, or whether Settlement Class Members may participate by phone or video, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to this website.  If the Court allows Settlement Class Members to participate in the Settlement Hearing by telephone or video conference, the information for accessing the telephone or video conference will be posted to this website. 

The Settlement Hearing will be held on October 15, 2025 at 10:30 a.m., before the Honorable Lewis J. Liman of the United States District Court for the Southern District of New York, in Courtroom 15C of the Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., New York, NY 10007-1312.  At the Settlement Hearing, the Court will consider: (a) whether the proposed Settlement is fair, reasonable, and adequate to the Settlement Class, and should be finally approved; (b) whether a Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (c) whether the Settlement Class should be certified for purposes of the Settlement; (d) whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (e) whether the motion by Lead Counsel for attorneys’ fees and Litigation Expenses should be approved; and (f) other matters that may properly be brought before the Court in connection with the Settlement.  The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class.

Any Settlement Class Member that does not request exclusion may object to the Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses.  Objections must be in writing.  You must file any written objection, together with copies of all other papers and briefs supporting the objection, electronically with the Court or by letter mailed to the Clerk’s Office at the United States District Court for the Southern District of New York, at the address set forth below on or before September 24, 2025.  You must also serve the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before September 24, 2025.

Any objection must include  (a) the name of this proceeding, In re Turquoise Hill Resources Ltd. Securities Litigation, Civil Action No. 1:20-cv-8585-LJL; (b) the objector’s full name, current address, email address (if applicable), and telephone number; (c) the objector’s signature; (d) a statement providing the specific reasons for the objection, including a detailed statement of the specific legal and factual basis for each and every objection and whether the objection applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class; and (e) documents sufficient to prove membership in the Settlement Class, including documents showing the number of shares of Turquoise Hill common stock (including common stock purchased through swap transactions), and the number of call and put options on Turquoise Hill common stock that the objecting Settlement Class Member purchased/acquired and/or sold during the Class Period (from July 17, 2018 through July 31, 2019, inclusive), in domestic transactions or on U.S. exchanges, as well as the dates, number of shares, and prices of each such purchase/acquisition and sale.  The documentation establishing membership in the Settlement Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement.  

You may not object to the Settlement, the Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses if you exclude yourself from the Settlement Class or if you are not a member of the Settlement Class.

You may file a written objection without having to appear at the Settlement Hearing.  You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses, and if you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office so that it is received on or before September 24, 2025.  Such persons may be heard orally at the discretion of the Court.  Objectors who enter an appearance and desire to present evidence at the Settlement Hearing in support of their objection must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing.  However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court so that the notice is received on or before September 24, 2025.

The Settlement Hearing may be adjourned by the Court without further written notice to the Settlement Class, other than a posting of the adjournment on this website.  If you plan to attend the Settlement Hearing, you should confirm the date and time with Lead Counsel.

Unless the Court orders otherwise, any Settlement Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses.  Settlement Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

If, for the beneficial interest of persons or organizations other than yourself, you (a) purchased or otherwise acquired Turquoise Hill common stock or call options on Turquoise Hill common stock, (b) sold put options on Turquoise Hill common stock; or (c) entered into swap transactions replicating a purchase of Turquoise Hill common stock, in domestic transactions or on U.S. exchanges during the period from July 17, 2018 through July 31, 2019, inclusive, you must either 

1. within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or 
2. within seven (7) calendar days of receipt of the Notice, provide a list of the names and addresses of all such beneficial owners to Turquoise Hill Securities Litigation, c/o JND Legal Administration, P.O. Box 91153, Seattle, WA 98111.

If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the beneficial owners.  Upon full compliance with these directions, such nominees may seek payment of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Reasonable expenses shall not exceed $0.05 plus postage at the current pre-sort rate used by the Claims Administrator per Notice Packet mailed; $0.05 per Notice Packet emailed; or $0.05 per name, address, and email address (to the extent available) provided to the Claims Administrator.  Copies of the Notice and the Claim Form may also be obtained from this website, or by calling the Claims Administrator toll-free at 1-855-779-3513.

The Notice contains only a summary of the terms of the proposed Settlement.  For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be reviewed by accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.nysd.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., New York, NY 10007-1312.  Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on this website.
   

All inquiries concerning the Notice and the Claim Form should be directed to:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.