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Aif Final.Pdf TURQUOISE HILL RESOURCES LTD. Annual Information Form For the year ended December 31, 2019 Dated March 18, 2020 TABLE OF CONTENTS PRESENTATION OF INFORMATION ............................................................................................. 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................ 1 CAUTIONARY NOTE TO U.S. INVESTORS .................................................................................... 4 INTERPRETATION INFORMATION ............................................................................................... 5 CURRENCY AND EXCHANGE RATES ......................................................................................................................................................... 5 DEFINITIONS .............................................................................................................................................................................................. 6 CONVERSION FACTORS ............................................................................................................................................................................ 9 GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS ...................................................................................................................... 9 CORPORATE STRUCTURE ............................................................................................................ 10 NAME, ADDRESS AND INCORPORATION .............................................................................................................................................. 10 INTER-CORPORATE RELATIONSHIPS...................................................................................................................................................... 10 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................ 11 OVERVIEW ................................................................................................................................................................................................ 11 THREE YEAR HISTORY ............................................................................................................................................................................. 11 AGREEMENTS WITH RIO TINTO .............................................................................................................................................................. 18 AGREEMENTS WITH THE GOVERNMENT OF MONGOLIA ...................................................................................................................... 21 HEALTH, SAFETY, ENVIRONMENT AND COMMUNITIES ......................................................... 28 RISK FACTORS .............................................................................................................................. 40 DESCRIPTION OF THE BUSINESS ............................................................................................... 57 CURRENT TECHNICAL REPORT AND QUALIFIED PERSONS .................................................................................................................. 57 OYU TOLGOI PROJECT ............................................................................................................................................................................ 57 OTHER PROJECTS .................................................................................................................................................................................... 94 OTHER INFORMATION ............................................................................................................................................................................. 95 DIVIDENDS ................................................................................................................................... 95 DESCRIPTION OF CAPITAL STRUCTURE .................................................................................... 95 COMMON SHARES ................................................................................................................................................................................... 95 PREFERRED SHARES ................................................................................................................................................................................. 96 MARKET FOR SECURITIES ........................................................................................................... 97 DIRECTORS AND OFFICERS ........................................................................................................ 97 NAME AND OCCUPATION ...................................................................................................................................................................... 97 SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS ............................................................................................................. 99 COMMITTEES OF THE BOARD OF DIRECTORS ....................................................................................................................................... 99 CONFLICTS OF INTEREST ...................................................................................................................................................................... 100 AUDIT COMMITTEE INFORMATION ..................................................................................................................................................... 100 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...................... 100 TRANSFER AGENT AND REGISTRAR ........................................................................................101 MATERIAL CONTRACTS ............................................................................................................101 INTERESTS OF EXPERTS ............................................................................................................102 ADDITIONAL INFORMATION ...................................................................................................102 - 1 - PRESENTATION OF INFORMATION Unless otherwise noted, the information contained in this annual information form ("AIF") is given as at or for the year ended December 31, 2019. All references to the "Corporation" and to "Turquoise Hill” herein refer to Turquoise Hill Resources Ltd. and, where the context so requires, includes its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements made in this AIF, including statements relating to matters that are not historical facts and statements of the Corporation’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States (“U.S.”) Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events or future performance, reflect current expectations or beliefs regarding future events and are typically identified by words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “plan”, “estimate”, “will”, “believe” and similar expressions suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, information regarding the timing and amount of production and potential production delays, statements in respect of the impacts of any delays on the Corporation’s cash flows, expected copper and gold grades, liquidity, funding requirements and planning, statements regarding timing and status of underground development, the development options under consideration for the design of the Panel 0 and the related cost and schedule implications, timing and status of the Tavan Tolgoi-based power project, the expectations set out in the Tavan Tolgoi Power Plant Feasibility Study, the potential impact of COVID-19 on the Corporation’s business, operations and financial condition, capital and operating cost estimates, timing of completion of the definitive estimate review, mill throughput, the initiation of formal international arbitration proceedings, anticipated business activities, planned expenditures, corporate strategies, and other statements that are not historical facts. Forward-looking statements and information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Corporation to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Corporation will operate in the future, including the price of copper, gold and silver and projected gold, copper and silver grades, anticipated capital and operating costs, anticipated future production and cash flows, the anticipated location of certain infrastructure and sequence of mining in Panel 0, the availability and timing of required governmental and other
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