TRQ Turquoise Hill Resources Ltd

This Amendment No. 2 (" Amendment No. 2 ") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the " SEC ") on February 1, 2018 (the " Original Schedule 13D ") as amended by Amendment No. 1 filed with the SEC on February 26, 2018 (" Amendment No. 1 ", and together with the Original Schedule 13D and this Amendment No. 2, the " Schedule 13D ") with respect to the common shares, no par value per share (" Shares "), of Turquoise Hill Resources Ltd., a Yukon corporation (the " Issuer "). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4 and 7 as set forth below.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2018

EXHIBIT F

TRANSACTIONS IN SECURITIES OF THE ISSUER SINCE THE FILING OF AMENDMENT NO. 1 BY THE REPORTING PERSONS

No transactions in the Shares have been effected by the Reporting Persons or to the best knowledge of the Reporting Persons, by any executive officer, director, managing member, affiliate or subsidiary of any of the Reporting Persons since the filing of Amendment No. 1, except the following transaction, which was made in a broker's transaction in the open market:

EXHIBIT G

LETTER TO THE BOARD OF DIRECTORS OF THE ISSUER

S AILING S TONE C APITAL P ARTNERS

One California Street

San Francisco, CA 94111

June 12, 2018

Board of Directors

c/o Company Secretary

Turquoise Hill Resources Ltd.

Suite 354 - 200 Granville Street

Vancouver, British Columbia

Canada, V6C 1S4

Dear Members of the Board:

SailingStone Capital Partners has been engaged in dialogue with the independent directors of Turquoise Hill Resources Ltd. (“TRQ” or “Turquoise Hill”) for several years regarding our corporate governance concerns. In February, we took a more public stance, outlining several high-level objectives which we believe are necessary in order for basic corporate governance standards to be met. While we appreciate the progress that has been made to date, we remain concerned that the entire TRQ board of directors (the "Board") lacks a sense of urgency in addressing the serious deficiencies that continue to exist. However, the recent retirement of TRQ’s Chief Executive Officer, Jeff Tygesen, provides you with an opportunity to accelerate the transition towards a governance structure which is more consistent with a stand-alone, publicly-traded company. As such, we wanted to provide you with more specific steps that we believe will serve to protect and promote the interests of all Turquoise Hill shareholders.

To put the discussion in context, the following table shows TRQ’s stock price performance relative to peers and to copper over multiple time frames post the December 2013 rights offering.

While some may dismiss this persistent underperformance as a function of Oyu Tolgoi (“OT”) being a “development story”, or reflecting sovereign risk, those conclusions are inconsistent with the facts. First, the Oyu Tolgoi open pit is in production, has a copper-equivalent grade profile similar to Escondida, and has already generated more than $2bn of free cash flow since commencing commercial operations in late 2013, through the bottom of the commodity cycle . In fact, we estimate that the current open pit operation is worth between US$2.00-$2.50 per share, based on TRQ’s own public disclosures including the 2016 technical report and a $3.00 Cu/$1250 Au price deck. Second, considerable progress has been made to reduce the sovereign risk profile of the project, including drawdown of the project finance facility and the on-going positive impact that the project is having on both the local and Mongolian economy. The reality is that the stock price does not reflect improving copper fundamentals, does not reflect the value of the $9 billion of capital that has been invested to date and does not reflect the wall of free cash flow that will be generated when ore that is 6x the industry-average grade profile starts running through the mill, to the benefit of all OT owners. The reality, based on TRQ’s own investor relations surveys, is that the primary headwind for the stock is “corporate governance/the Rio Tinto overhang”. Perpetuating the same flawed corporate governance structure, in the face of such a damning report card, is simply irresponsible.

To address these concerns, we request that the Board implement the following three actions. We note that in no circumstances are Rio Tinto’s (“Rio”) existing rights being subjugated.

We believe that these steps would meaningfully reduce the market concerns regarding Turquoise Hill’s ongoing corporate governance conflicts, and should be implemented immediately with the next CEO appointment. Furthermore, we contend that the creation of a more permanent, independent management and compensation structure becomes even more pressing as TRQ moves closer to the time when significant free cash flow will be available to return to its shareholders. As large, long-term owners, we believe that having TRQ’s stock price more accurately reflect the value of the underlying assets is an objective that all stakeholders should support. Given Rio’s cost basis in TRQ, it seems self-evident that they must share in our assessment of that value. Given the Board’s fiduciary duty to maximize value, you, too, seem highly incented to have the stock price be more consistent with the steady progress being made on the ground.

We thank you for your attention to these matters, and look forward to a prompt and detailed response.

Best regards,

MacKenzie B. Davis		A. James Bruce
Managing Partner		Partner