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Re: Pro-Life post# 504

Friday, 04/03/2020 1:30:18 AM

Friday, April 03, 2020 1:30:18 AM

Post# of 554
PENTWATER FILES PROXY CIRCULAR FOR SHAREHOLDERS OF TURQUOISE HILL RESOURCES LTD. (TSX:TRQ) (NYSE:TRQ)

Issues Letter and Proxy Critical of the Treatment of Minority Investors in Turquoise Hill by Company’s Current Board and Management and its Controlling Shareholder Rio Tinto plc.

April 02, 2020 16:00 ET | Source: Pentwater Capital Management LP

https://www.globenewswire.com/news-release/2020/04/02/2011081/0/en/PENTWATER-FILES-PROXY-CIRCULAR-FOR-SHAREHOLDERS-OF-TURQUOISE-HILL-RESOURCES-LTD-TSX-TRQ-NYSE-TRQ.html

*Turquoise Hill shareholders have suffered massive value destruction at the hands of Rio Tinto, which operates the Oyu Tolgoi Project (allegedly under the watchful eye of Oyu Tolgoi's majority owner, Turquoise Hill) while also being the majority shareholder of Turquoise Hill.

*Turquoise Hill’s board and management have failed to effectively oversee Rio Tinto, and intervene in the abuse of control and refusal to make complete and truthful disclosure by Rio Tinto of the Oyu Tolgoi Project.

*Turquoise Hill’s officers are a revolving door of Rio Tinto executives, employees and board nominees, who are rotated into senior positions at Turquoise Hill and tasked with "negotiating" material agreements with Rio Tinto on behalf of Turquoise Hill.

*Rio Tinto exercises effective control over the selection and nomination of Turquoise Hill’s "independent directors", without any meaningful input from Turquoise Hill's minority shareholders.

*Turquoise Hill's directors lack sufficient independence from Rio Tinto, and their financial incentives are not aligned with the interests of Turquoise Hill or its minority shareholders.

*Shareholders are urged to vote using only the GOLD proxy now for Pentwater's meaningfully independent, experienced and motivated director nominee and its minority shareholder representation proposal to restore accountability at Turquoise Hill.

*Vote on the GOLD proxy or VIF and submit prior to 5:00 p.m. (Eastern time) on Thursday May 7, 2020 or earlier to permit it to be delivered to the Company in time to be counted.