TRQ Turquoise Hill Resources Ltd

Turquoise Hill Resources (NYSE: TRQ) (NASDAQ: TRQ) (TSX: TRQ) (Turquoise Hill or
the Company) today announced that it has entered into a share purchase agreement
with National United Resources Holdings Limited (the Purchaser), a Hong
Kong-based public company listed on the main board of the Stock Exchange of Hong
Kong (SEHK), providing for the sale to the Purchaser of a 29.95% stake in
SouthGobi Resources Ltd. (SouthGobi), an integrated coal mining, development and
exploration company operating in Mongolia. 


Under the terms of the agreement, which was effected in accordance with and in
reliance upon the "private agreement" exemption under the Canadian takeover bid
regime, Turquoise Hill has agreed to sell 56,102,000 common shares that it owns
in the capital of SouthGobi to the Purchaser at a price of CDN$0.455 per common
share, following which Turquoise Hill would continue to hold 48,705,155 shares
of SouthGobi, representing approximately a 26% stake in SouthGobi. Approximately
CDN$12.8 million in cash will be received by the Company at closing and deferred
consideration of approximately CDN$12.8 million will be payable one year after
the closing of the transaction.


Closing is subject to certain closing conditions, including the SEHK approving
the circular to be provided to the Purchaser's shareholders for the shareholder
vote on the transaction and the Purchaser's shareholders approving the
transaction. Closing is expected to occur no later than November 30, 2014.


CIBC World Markets Inc. acted as financial advisor and Norton Rose Fulbright
acted as legal advisors to the Special Committee and the Turquoise Hill Board of
Directors in respect of this transaction.


About Turquoise Hill Resources 

Turquoise Hill Resources (NYSE: TRQ) (NASDAQ: TRQ) (TSX: TRQ) is an
international mining company focused on copper- gold and coal mines in Mongolia.
The Company's primary operation is its 66% interest in the Oyu Tolgoi
copper-gold-silver mine in southern Mongolia. Turquoise Hill also holds a 56%
interest in Mongolian coal miner SouthGobi Resources (TSX: SGQ) (HKSE: 1878).
Rio Tinto plc indirectly owns approximately a 50.8% interest in Turquoise Hill.


About National United Resources Holdings Limited

National United Resources Holdings Limited is listed on the Main Board of the
Hong Kong Stock Exchange (stock code: 254) and is principally engaged in coking
coal trading, natural resources related logistics business, outdoor media
advertising and media related services. In relation to its outdoor media
advertising and media related services, National United Resources Holdings aims
to provide the best comprehensive advertising services for its national and
international clients through the integration of high quality outdoor media
resources in the People's Republic of China and an all-round networking
management platform. National United Resources Holdings commenced its business
of coking coal trading in 2013 and has already successfully sourced coking coal
supplies in Mongolia on behalf of its customers located in different
jurisdictions.


Forward-looking statements 

Certain statements made herein, including statements relating to matters that
are not historical facts and statements of the Company'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 U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking information and
statements 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, statements respecting 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 Company to be materially different
from future results, performance or achievements expressed or implied by such
statements or information. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the environment
in which the Company will operate in the future, including the price of copper,
gold and silver, anticipated capital and operating costs, anticipated future
production and cash flows, the ability to complete the disposition of certain of
its non-core assets, the ability and timing to complete project financing and/or
secure other financing on acceptable terms, and the evolution of discussions
with the Government of Mongolia on a range of issues including the
implementation of the Investment Agreement, project development costs, operating
budgets, the payment of taxes and taxation matters, management fees and
governance and the existence or filing of legal proceedings against the Company
and its officers and directors. Certain important factors that could cause
actual results, performance or achievements to differ materially from those in
the forward-looking statements and information include, among others, copper,
gold and silver price volatility, discrepancies between actual and estimated
production, mineral reserves and resources and metallurgical recoveries, mining
operational and development risks, litigation risks, regulatory restrictions
(including environmental regulatory restrictions and liability), activities or
assessments by governmental authorities, currency fluctuations, the speculative
nature of mineral exploration, the global economic climate, dilution, share
price volatility, competition, loss of key employees, additional funding
requirements, capital and operating costs for the construction and operation of
the Oyu Tolgoi mine and defective title to mineral claims or property. Although
the Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements and information, there may be other factors that
cause actions, events or results not to be as anticipated, estimated or
intended. All such forward-looking information and statements are based on
certain assumptions and analyses made by the Company's management in light of
their experience and perception of historical trends, current conditions and
expected future developments, as well as other factors management believes are
appropriate in the circumstances. These statements, however, are subject to a
variety of risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking information or statements.


With respect to specific forward-looking information concerning the construction
and development of the Oyu Tolgoi mine, the Company has based its assumptions
and analyses on certain factors which are inherently uncertain. Uncertainties
and assumptions include, among others: the timing and cost of the construction
and expansion of mining and processing facilities; the impact of the decision
announced by the Company to delay the funding and development of the Oyu Tolgoi
underground mine pending resolution of outstanding issues with the Government of
Mongolia associated with the development and operation of the Oyu Tolgoi mine
and to satisfy all conditions precedent to the availability of Oyu Tolgoi
Project Financing; the time required to complete the underground feasibility
study for the Oyu Tolgoi Project and the approval of such study by Oyu Tolgoi's
shareholders, the impact of changes in, changes in interpretation to or changes
in enforcement of, laws, regulations and government practices in Mongolia; the
availability and cost of skilled labour and transportation; the availability and
cost of appropriate smelting and refining arrangements; the obtaining of (and
the terms and timing of obtaining) necessary environmental and other government
approvals, consents and permits; the availability of funding on reasonable
terms; the timing and availability of a long-term power source for the Oyu
Tolgoi mine; delays, and the costs which would result from delays, in the
development of the underground mine (which could significantly exceed those
projected in the 2013 Oyu Tolgoi Technical Report); projected copper, gold and
silver prices and demand; and production estimates and the anticipated yearly
production of copper, gold and silver at the Oyu Tolgoi mine.


The cost, timing and complexities of mine construction and development are
increased by the remote location of a property such as the Oyu Tolgoi mine. It
is common in new mining operations and in the development or expansion of
existing facilities to experience unexpected problems and delays during
development, construction and mine start-up. Additionally, although the Oyu
Tolgoi mine has achieved commercial production, there is no assurance that
future development activities will result in profitable mining operations. In
addition, funding and development of the underground component of the Oyu Tolgoi
mine have been delayed until matters with the Government of Mongolian can be
resolved and a new timetable agreed. These delays can impact project economics.


The Company's MD&A also contains references to estimates of mineral reserves and
mineral resources. The estimation of reserves and resources is inherently
uncertain and involves subjective judgments about many relevant factors. The
mineral resource estimates contained therein are inclusive of mineral reserves.
Further, mineral resources that are not mineral reserves do not have
demonstrated economic viability. The accuracy of any such estimates is a
function of the quantity and quality of available data, and of the assumptions
made and judgments used in engineering and geological interpretation (including
future production from the Oyu Tolgoi mine, the anticipated tonnages and grades
that will be achieved or the indicated level of recovery that will be realized),
which may prove to be unreliable. There can be no assurance that these estimates
will be accurate or that such mineral reserves and mineral resources can be
mined or processed profitably. See the discussion under the headings "Language
Regarding Reserves and Resources" and "Note to United States Investors
Concerning Estimates of Measured, Indicated and Inferred Resources" in the
Company's MD&A filed on SEDAR and EDGAR.


Readers are cautioned not to place undue reliance on forward-looking information
or statements. By their nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not occur. Events
or circumstances could cause the Company's actual results to differ materially
from those estimated or projected and expressed in, or implied by, these
forward-looking statements. Important factors that could cause actual results to
differ from these forward-looking statements are included in the "Risk Factors"
section in the Company's Annual Information Form dated as of March 26, 2014 in
respect of the year ended December 31, 2013 (the "AIF"). 


Readers are further cautioned that the list of factors enumerated in the "Risk
Factors" section of the AIF that may affect future results is not exhaustive.
When relying on the Company's forward-looking information and statements to make
decisions with respect to the Company, investors and others should carefully
consider the foregoing factors and other uncertainties and potential events.
Furthermore, the forward-looking information and statements herein are made as
of the date hereof and Turquoise Hill does not undertake any obligation to
update or to revise any of the included forward-looking information or
statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. The forward-looking information and
statements contained herein are expressly qualified by the cautionary statement.



FOR FURTHER INFORMATION PLEASE CONTACT: 

Contacts     

Investors   
Jessica Largent
Office: +1 604 648 3957
Email: jessica.largent@turquoisehill.com 

Media 
Tony Shaffer
Office: +1 604 648 3934
Email: tony.shaffer@turquoisehill.com

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