Ivanhoe Mines, Rio Tinto Secure management And Funding For Oyu Tolgoi

On December 15, 2010, Ivanhoe Mines, an international mining company, and Rio Tinto, a leading international mining group, completed a comprehensive transaction pursuant to which Rio Tinto secured a pathway to increase its equity stake in Ivanhoe Mines to 49 per cent, assumed management of Ivanhoe's Oyu Tolgoi copper and gold project in Mongolia and provided a comprehensive financial package to Ivanhoe that is expected to secure the development of Oyu Tolgoi project.

The financial package provided by Rio Tinto includes a US$1.8 billion interim funding facility for the Oyu Tolgoi project whilst Rio Tinto and Ivanhoe work together to finalize a US$3.6 billion project financing package from a group of international financial institutions; a commitment by Rio Tinto to exercise US$700 million of Ivanhoe share purchase warrants and a commitment by Rio Tinto to participate in Ivanhoe's US$1.18 billion right offering.

Following completion of the rights offering, Ivanhoe gained assurances of access to up to US$4.4 billion in received, fully committed and readily or potentially available funds. In connection with the transaction, Rio Tinto agreed to acquire US$500 million of Ivanhoe shares from Citibank and Ivanhoe Mines executive chairman and chief executive officer Robert Friedland; received a subscription right that allows Rio Tinto to subscribe for a capped number of Ivanhoe shares from treasury until January 2012; and agreed to increase to 49 per cent and extend by three months to January 2012 the existing standstill on the number of Ivanhoe shares it may acquire.

Ivanhoe Mines was represented by Goodmans LLP with a Vancouver team that included Paul Goldman, Steven Robertson, Maria Davidson, Jonathan O'Connor, Alex Bayer, Kimberly Burns, Matthew Kirk and Sean Mason; and in Toronto, Stephen Halperin, David Matlow, Grant McGlaughlin, Gesta Abols and Brad Ross (corporate) and David Veneziano (tax) and by Paul, Weiss, Rifkind, Wharton & Garrison LLP in the US with a team that included Ted Maynard, Andrew Foley, Phil Heimowitz, Piibe Jogi and former associate Peter Wright.

Rio Tinto was represented by McCarthy Tétrault LLP with a national team led by Shea Small that included Brian Graves, Roger Taplin, David Randell, Ian Michael, Tim Stewart, David McAusland, Owen Johnson, James Gage, Gordon Baird, Kevin Wright and Sarah Bird (corporate); Jerald Wortsman, Frédéric Harvey and Ylang Ha (tax); Oliver Borgers and Michele Siu (competition); Paul Steep, Neil Finkelstein, Erica Baron, Brandon Kain, Byron Shaw and Erica Richler (litigation); by Allens Arthur Robinson in Australia with a team that included Nic Tolé, Igor Bogdanich and Steve Pemberton; by Linklaters LLP in England with a team that included Tom Shropshire and by Fried, Frank, Harris, Shriver & Jacobson LLP in the US with a team that included Robert Cassanos, Jessica Forbes and Stuart Gelfond.


Shea T. Small Gordon D. Baird Gesta A. Abols Byron Shaw David J. Matlow David L. McAusland Erica Richler Jamey D. Gage Kevin Wright Stephen H. Halperin Sean R. Mason Neil Finkelstein Alex Bayer Jerald M. Wortsman Brian Graves Robert Cassanos Grant E. McGlaughlin David Randell Erica J. Baron Peter M. Wright Oliver J. Borgers Andrew J. Foley David Veneziano Steven G. Robertson R. Paul Steep Stuart H. Gelfond Paul L. Goldman Jonathan O'Connor Brandon Kain Roger R. Taplin Ylang Ha Kimberly E. Burns Matthew Kirk Sarah J. F. Bird Maria Davidson Michele Siu


Goodmans LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP McCarthy Tétrault LLP Allens Arthur Robinson Linklaters LLP Fried, Frank, Harris, Shriver & Jacobson LLP