Rio Tinto Secures Controlling Interest of Ivanhoe Mines and Agrees to Provide Support for Ivanhoe Mines' US$7.3B Comprehensive Financing Plan for Oyu Tolgoi Copper/Gold Project

Rio Tinto International Holdings Limited, Rio Tinto South East Asia Limited and Ivanhoe Mines Ltd. entered into an agreement on April 17, 2012, whereby Rio Tinto agreed to provide financial support for Ivanhoe Mines' comprehensive financing plan for the near-term development to commercial production and future expansion of Ivanhoe Mines' Oyu Tolgoi copper-gold project in Mongolia. The primary elements of the financing plan are:

(i) a US$3 to 4 billion project financing for Oyu Tolgoi to be provided by third party lenders with a completion support guarantee to be provided by Rio Tinto;
(ii) a US$1.8 billion rights offering by Ivanhoe to be fully-backstopped by Rio Tinto; and
(iii) a US$1.5 billion short-term bridge facility to be provided by Rio Tinto.

The agreement also provided for a major restructuring of the Board of Directors and management team of Ivanhoe Mines to reflect the acquisition of a 51 per cent controlling interest in Ivanhoe Mines by Rio Tinto in January 2012.

Along with Rio Tinto General Counsel for Business Development, Warren Goodman, and Rio Tinto Senior Corporate Counsel, Marcus Dowding, Rio Tinto was represented by McCarthy T├ętrault LLP with a national team led by Shea Small that included Philippe Fortier, David Randell, Lynn Parsons, Ian Michael, Gary Litwack, Brian Graves, Genevieve Pinto, Ryan Hornby, Jerald Wortsman and Oliver Borgers. Linklaters LLP provided US law advice on the deal with a team in England that included Tom Shropshire and Tai Vivatvaraphol.

Ivanhoe Mines was represented by Goodmans LLP with a national team led by Paul Goldman (Vancouver) and Stephen Halperin (Toronto) that included Grant McGlaughlin and Gesta Abols (Toronto) and Steven Robertson, Bruce Wright, Maria Davidson, Jonathan O'Connor, Roland Hurst, Kara Hardin and Sarah Harper (Vancouver); and by Paul, Weiss, Rifkind, Wharton & Garrison LLP in the US with a team that included Edwin Maynard, Andrew Foley, David Mayo and Scott Fisher.


Stephen H. Halperin Gesta A. Abols Maria Davidson Ryan Hornby Oliver J. Borgers Shea T. Small Gary M. Litwack Brian Graves Jerald M. Wortsman David Randell Grant E. McGlaughlin Jonathan O'Connor Ian C. Michael Lynn Parsons Paul L. Goldman Genevieve M. Pinto Philippe Fortier Steven G. Robertson Bruce M. Wright


McCarthy Tétrault LLP Linklaters LLP Goodmans LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP