Rejects pre-conditional offer

Rio Tinto PLC
06 February 2008


Rio Tinto rejects BHP Billiton's pre-conditional offer


6 February 2008


The Boards of Rio Tinto have given careful consideration to BHP Billiton's
pre-conditional offers to acquire the whole of the issued share capital of Rio
Tinto plc and Rio Tinto Limited. Under this proposal each Rio Tinto share would
be exchanged for 3.4 BHP Billiton shares.

The Boards have concluded that the pre-conditional offers significantly
undervalue Rio Tinto. Accordingly the Boards have unanimously rejected BHP
Billiton's pre-conditional offers as not being in the best interests of
shareholders.

Rio Tinto's Chairman, Paul Skinner said: 'BHP Billiton's offers, while improved,
still fail to recognise the underlying value of Rio Tinto's quality assets and
prospects. Our plans are unchanged, and will remain so unless a proposal is made
that fully reflects the value of Rio Tinto. Accordingly we are forging ahead
with our strategy of operating and developing large scale, long life, low cost
assets to generate significant value for shareholders'.

Rio Tinto's chief executive officer Tom Albanese said: 'Rio Tinto has an
exceptional portfolio of assets and significant stand alone growth
opportunities, particularly in iron ore, copper and aluminium. These assets and
opportunities, combined with the company's strong track record for value
delivery, project execution and successful exploration means Rio Tinto is very
well positioned to take advantage of strong global markets and the growth in the
resources industry, maximising value for shareholders.'


About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK,
combining Rio Tinto plc, a London and NYSE listed company, and Rio Tinto
Limited, which is listed on the Australian Securities Exchange.

Rio Tinto's business is finding, mining, and processing mineral resources. Major
products are aluminium, copper, diamonds, energy (coal and uranium), gold,
industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.
Activities span the world but are strongly represented in Australia and North
America with significant businesses in South America, Asia, Europe and southern
Africa.


Important Information

A further announcement will be made as and when appropriate. There can be no
certainty that any offers will be made nor as to the terms on which any offers
may be made.

In the United States, Rio Tinto will file a Solicitation/Recommendation
Statement with the US Securities and Exchange Commission (the 'SEC') on Schedule
14D-9 following commencement of a tender offer within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934 and holders of Ordinary Shares and
American Depositary Shares are advised to read it when it becomes available as
it will contain important information. Copies of the Schedule 14D-9 and other
related documents filed by Rio Tinto will be available free of charge on the
SEC's website at http://www.sec.gov. In addition, documents filed with the SEC
by Rio Tinto may be obtained free of charge by contacting Rio Tinto's media or
investor relations departments or on Rio Tinto's website at www.riotinto.com.
Any documents filed by BHP Billiton, including any registration statement on
Form F-4 (which will include a preliminary prospectus) and related exchange
offer materials as well as any Tender Offer Statement on Schedule TO, will also
be available free of charge on the SEC's website.


Forward-Looking Statements

This announcement includes forward-looking statements. All statements other than
statements of historical facts included in this announcement, including, without
limitation, those regarding Rio Tinto's financial position, business strategy,
plans and objectives of management for future operations (including development
plans and objectives relating to Rio Tinto's products, production forecasts and
reserve and resource positions), are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Rio Tinto, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding Rio
Tinto's present and future business strategies and the environment in which Rio
Tinto will operate in the future. Among the important factors that could cause
Rio Tinto's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, levels of
actual production during any period, levels of demand and market prices, the
ability to produce and transport products profitably, the impact of foreign
currency exchange rates on market prices and operating costs, operational
problems, political uncertainty and economic conditions in relevant areas of the
world, the actions of competitors, activities by governmental authorities such
as changes in taxation or regulation and such other risk factors identified in
Rio Tinto's most recent Annual Report on Form 20-F filed with the SEC or Form
6-Ks furnished to the SEC. Forward-looking statements should, therefore, be
construed in light of such risk factors and undue reliance should not be placed
on forward-looking statements. These forward-looking statements speak only as of
the date of this announcement. Rio Tinto expressly disclaims any obligation or
undertaking (except as required by applicable law, the City Code on Takeovers
and Mergers (the 'Takeover Code'), the UK Listing Rules, the Disclosure and
Transparency Rules of the Financial Services Authority and the Listing Rules of
the Australian Securities Exchange) to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in Rio
Tinto's expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

Nothing in this announcement should be interpreted to mean that future earnings
per share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceed
its historical published earnings per share.

Subject to the requirements of the Takeover Code, none of Rio Tinto, any of its
officers or any person named in this announcement with their consent or any
person involved in the preparation of this announcement makes any representation
or warranty (either express or implied) or gives any assurance that the implied
values, anticipated results, performance or achievements expressed or implied in
forward-looking statements contained in this announcement will be achieved.



For further information, please contact:


Media Relations, London                             Media Relations, Australia

Christina Mills                                     Ian Head
Office: [phone]                        Office: [phone]
Mobile: [phone]                        Mobile: [phone]

Nick Cobban                                         Amanda Buckley
Office: [phone]                        Office: [phone]
Mobile: [phone]                        Mobile: [phone]
                                  


Media Relations, US

Nancy Ives
Mobile: [phone]



Investor Relations, London                          Investor Relations, Australia

Nigel Jones                                         Dave Skinner
Office: [phone]                        Office: [phone]
Mobile: [phone]                        Mobile: [phone]

David Ovington                                      Simon Ellinor
Office: [phone]                        Office:+ 61 (0) 7 3867 1068
Mobile: [phone]



Investor Relations, North America

Jason Combes
Office: [phone]
Mobile: [phone]


Email: [e-mail]


Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk




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