"Ensuring interests and rights of Mongolia in the exploitation of the Oyu Tolgoi deposit"

Unofficial translation

PARLIAMENT OF MONGOLIA

November 21, 2019

State Palace, Ulaanbaatar

Resolution No. 92 "Ensuring interests and rights of Mongolia in the exploitation of the Oyu Tolgoi deposit"

According to Article 43.1 of the Law on Parliament (State Great Hural), the State Great Hural decrees:

One. Instructs the Government of Mongolia /U.Khurelsukh / to implement the following measures in order to ensure Mongolia's benefits from Oyu Tolgoi:

1/ Take comprehensive measures to improve the implementation of the Investment Agreement signed on Oct 6, 2009 between Government of Mongolia, Ivanhoe Mines Mongolia Inc, Ivanhoe Mines and Rio Tinto International Holdings Limited; the Amended and Restated Shareholders Agreement signed between Erdenes Mongol LLC and Ivanhoe Oyu Tolgoi (BVI) LTD and Oyu Tolgoi The Netherlands BV in accordance with the parliamentary resolution no.40 of 2008 on  "General Principles and Guideline" and resolution no.57 of 2009 on "Investment agreement to exploit Oyu Tolgoi deposit" and Mongolian laws and regulations. If required, to hire internationally recognized independent consultancy.

2 / Improve "Oyu Tolgoi's Underground Mine Development and Financing Plan" and "Oyu Tolgoi's Underground Mine Development and Financing Supplement Plan" signed between Government of Mongolia, Erdenes Oyu Tolgoi LLC and Turquoise Hill Resources LTD, THR Oyu Tolgoi LTD, Oyu Tolgoi Netherlands BV, Rio Tinto International Holdings LTD and Oyu Tolgoi accordance with Mongolian interests and rights as well as relevant laws and regulations.

3/ Explore and resolve options to have a product sharing arrangement or swap Mongolia’s equity holding of 34 per cent for a special royalty and, if necessary, propose amendments to relevant laws and regulations to the State Great Hural under the terms of the Investment Agreement and the 2010 Feasibility Study.

4/ Update the valuation of copper, gold, silver and other elements of Oyu Tolgoi deposit according to international standards and re-define the feasibility study based on it and obtain an opinion by the competent authority;

5/ Renew the environmental and water assessments and amend the Resolution No. 175 of the Government of Mongolia on June 08, 2011 to reflect the groundwater use in the Gobi region;

6/ Take comprehensive measures to implement the recommendations and conclusions of the working group to review the implementation of the investment agreement for the Oyu Tolgoi deposit, established by the Chairman of the State Great Hural (Parliament) of March 23, 2018;

7 / Strengthen financial and human capacity of the Mongolian representation in the Oyu Tolgoi project in accordance with the international standards.

Two. Instructs the Standing Committee on Economics of the State Great Hural (Parliament) / J. Ganbaatar /, and Standing Committee for Security and Foreign Policy / T.Ayursaikhan / to follow-up implementation of this decree.

CHAIRMAN OF THE STATE GREAT HURAL (Parliament) OF MONGOLIA G.Zandanshatar

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