BMO Capital Markets Investment Banking Pitch Book slide image

BMO Capital Markets Investment Banking Pitch Book

BMO Capital Markets Disclaimer This Presentation has been provided to the Special Committee of the Board of Directors of Turquoise Hill Resources Ltd. (Turquoise Hill" or the "Company") (the "Special Committee"), in their capacity as the Special Committee, by BMO Nesbitt Burns Inc. ("BMO Capital Markets") pursuant to the engagement letter effective March 29, 2022 (the "Engagement Letter") and, except as contemplated by the Engagement Letter, may not be used or relied upon for any purpose without the written consent of BMO Capital Markets. The information contained herein (the "Information") is confidential. By accepting this Information, the Special Committee agrees that, except as contemplated by the Engagement Letter, it and its agents and representatives shall use it for informational purposes only and, except as set forth in the Engagement Letter, will not divulge any such Information to any other party. This presentation has not been prepared with a view toward public disclosure under federal, provincial or territorial securities laws or otherwise. This presentation and its contents are proprietary and a product of BMO Capital Markets. Except as contemplated by the Engagement Letter, reproduction, dissemination, quotation, summarization or reference to this Information, in whole or in part, is prohibited. The information contained in these materials is not intended to constitute a "report, statement or opinion of an expert" for purposes of the securities legislation of any province or territory of Canada. Moreover, the information contained in these materials summarizes certain background work completed by BMO Capital Markets in connection with the preparation of an opinion for the Special Committee and although we have undertaken financial analysis that we believe is appropriate in connection with the opinion that we intend to deliver to the Special Committee, we have not made or prepared any valuation (including, without limitation, a formal valuation of the Company, as such term is defined in the Canadian Securities Administrators' Multilateral Instrument 61-101 ("MI 61-101")) or appraisal of the securities, assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, nor have we been furnished with any such valuations or appraisals, and the information contained in these materials should not be construed as any such valuation or appraisal. Furthermore, the Company has informed us that there have not been any "prior valuations, as such term is defined in MI 61-101, of the Company, its material assets or its securities in the past twenty-four month period. In preparing this presentation, BMO Capital Markets has made certain assumptions regarding the information contained herein, and certain limitations apply to such information. For a detailed description of these assumptions and limitations, we refer you to the opinion we intend to deliver to the Special Committee. The information used in preparing these materials may have been obtained from or through the Company or the Company's representatives or from public sources as of the date hereof. BMO Capital Markets assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance (including estimates of potential cost savings and synergies or estimates of future resource or reserve additions) prepared by or reviewed or discussed with the management of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). BMO Capital Markets has no obligation (express or implied) to update any or all of the Information or to advise you of any changes; nor do we make any express or implied warranties or representations as to the completeness or accuracy of the information or accept responsibility for errors. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by BMO Capital Markets in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on BMO Capital Markets or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. BMO Capital Markets is not acting in any other capacity or as a fiduciary to the Company or the Special Committee. 1 PROJECT ASTERIX
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