Rio Tinto PLC
12 September 2007
Rio Tinto provides US$350 million convertible credit facility to Ivanhoe Mines
Rio Tinto will provide Ivanhoe Mines Ltd with a convertible credit facility of
US$350 million for interim financing for the Oyu Tolgoi copper-gold complex in
Mongolia's South Gobi region. The credit facility is directed at maintaining
the momentum of mine development activities at Oyu Tolgoi while Ivanhoe and Rio
Tinto continue to engage in finalising an Investment Agreement between Ivanhoe
and the state of Mongolia.
Rio Tinto expects that in the absence of a satisfactory Investment Agreement it
is likely that the rate of ongoing investment in the project will need to be
scaled down significantly.
Bret Clayton, chief executive of Rio Tinto Copper, said, 'The provision of this
facility allows Rio Tinto to raise its shareholding in Ivanhoe and the Oyu
Tolgoi project while at the same time allowing the project to continue
construction as the Investment Agreement goes through final parliamentary
approval.
'An equitable Investment Agreement is essential if Mongolia is to attract
sustainable international mining investment. This will encourage further
exploration, development, employment and skill training programmes,' he said.
Rio Tinto invested approximately US$303 million in October 2006 to take an
initial stake of 9.95 per cent in Ivanhoe Mines under the terms of a Placement
Agreement. A second 9.95 per cent holding, valued at approximately US$388
million, will be taken up under the terms of the Placement Agreement at the
conclusion of a satisfactory long term Investment Agreement with the Mongolian
Government.
As part of the interim funding agreement, Rio Tinto will increase its presence
and involvement in Mongolia and the Oyu Tolgoi project. This agreement also
raises both Rio Tinto's fixed price conversion and warrants from 33.35 per cent
up to 42.2 per cent and restrictions on total Ivanhoe share acquisitions from a
maximum of 40 per cent under the Placement Agreement to 46.65 per cent.
Structure of the Deal
The US$350 million credit facility matures on September 12, 2010. Funds borrowed
under the credit facility, together with up to US$108 million in interest, are
convertible into up to 45,800,000 common shares of Ivanhoe at a price of
US$10.00, per share. Ivanhoe will grant to Rio Tinto on the first funding date
(which is expected to occur during October) warrants to acquire an additional
35,000,000 common shares of Ivanhoe at a price of US$10.00 per share for a
period of five years and which may be exercised pro rata with funds borrowed by
Ivanhoe under the credit facility.
If Rio Tinto were to exercise all possible conversions and warrants, it would
hold approximately 256,247,400 common shares of Ivanhoe acquired through fixed
price mechanisms representing 42.2 per cent of Ivanhoe's common shares on a
fully diluted basis (43.1 per cent undiluted).
In addition, Rio Tinto will now have the right to appoint the Chairman of the
Technical Committee overseeing development and operation of the Oyu Tolgoi
project within three years of the Placement Agreement (rather than the five
years as initially agreed in the Placement Agreement) conditional upon first
draw down under the facility.
Rio Tinto has no present intention of acquiring other securities of Ivanhoe,
except as regards its right to acquire additional securities so as to maintain
its proportional equity interest in the future, or of disposing of any of the
securities of Ivanhoe which it holds. Depending upon its evaluation of
Ivanhoe's business, prospects and financial condition, the market for Ivanhoe's
securities, general economic and tax conditions and other factors, Rio Tinto may
acquire additional securities of Ivanhoe or sell some or all of the securities
it holds.
Mongolian Investment Agreement
The draft Investment Agreement that was completed by the Mongolian Government's
Working Group and the negotiating team for Ivanhoe Mines and Rio Tinto in April
and reviewed by the Cabinet in June is currently before Mongolia's State Great
Hural (National Parliament). The draft agreement is being reviewed by a working
group comprised of Members of Parliament from the parliamentary Standing
Committee on the Economy, which is expected to report to Parliament's autumn
session this year. The parliamentary review and approval are the final steps to
complete the Investment Agreement process that started more than eight months
ago.
For further information, or to obtain a copy of Rio Tinto's Early Warning Report
once it is filed with the Canadian securities regulators, please contact:
Media Relations, London Media Relations, Australia
Christina Mills Ian Head
Office: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101
Nick Cobban Amanda Buckley
Office: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349
Investor Relations, London Investor Relations, Australia
Nigel Jones Dave Skinner
Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309
David Ovington
Office: +44 (0) 20 7753 2326
Mobile: +44 (0) 7920 010 978
Email: questions@riotinto.com
Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange BKBOCD
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