UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
(Name of Issuer)
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Common Shares, without par value
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(Title of class of securities)
(CUSIP Number)
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Ben Mathews
Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG
United Kingdom
+44 (0) 20 7781 2058
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(Name, Address and Telephone Number of Person Authorised to Receive Notices and Communications)
|
with copy to:
Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 (0) 20 7456 3223
August 24, 2011
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON.
Rio Tinto plc
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
(See Item 4)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANISATION
England and
Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
358,158,442 (see Items 3 and 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
358,158,442 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON
358,158,442 (see Items
3 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
48.5 per cent (see Item
5)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC, CO
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2
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1
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NAME OF REPORTING PERSON.
Rio Tinto International Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
(See Item 4)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANISATION
England and
Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
358,158,442 (see Items 3 and 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
358,158,442 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON
358,158,442 (see Items
3 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
48.5 per cent (see Item
5)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC, CO
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3
Item 1.
Security and Issuer
This Amendment No. 12 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto plc (
Rio Tinto
) and Rio Tinto International Holdings
Limited (
RTIH
) on November 3, 2006, and amended on September 12, 2007, October 26, 2007, January 7, 2008, April 10, 2008, October 30, 2009, March 4,
2010, July 7, 2010, September 13, 2010, December 14, 2010, February 4, 2011, and June 28, 2011 (as amended and supplemented, the
Schedule 13D
) with the Securities and Exchange
Commission (the
SEC
), relating to the common shares, without par value (the
Shares
), of Ivanhoe Mines Ltd., a corporation continued under the laws of the Yukon Territory, Canada (the
Company
).
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented as follows:
On August 24, 2011, RTIH
exercised its Subscription Right to acquire Common Shares issued by the Company under the December 2010 Heads of Agreement in respect of 27,896,570 Shares, at CDN$18.98 per Share, being the volume weighted average price of the Shares on the TSX on
the five (5) trading days immediately before August 24, 2011.
The funds for the purchase were obtained by RTIH from the working capital
of Rio Tinto.
RTIH issued a press release announcing the exercise of the Subscription Right on August 24, 2011, which is filed as Exhibit K
hereto and incorporated herein by reference.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is amended as follows:
Subject to compliance with the terms and conditions of existing contractual obligations set out herein, Rio Tinto and RTIH have the intention to acquire, directly or indirectly, such number of Shares (or
securities convertible or exchangeable into Shares) that would result in them holding in aggregate up to 49.0 per cent of the Shares outstanding. Any such acquisitions or arrangements to acquire Shares (or other securities convertible or
exchangeable into Shares) may be made in the secondary market or in privately negotiated transactions.
Except as set out in this Schedule
13D, neither Rio Tinto nor RTIH have any other present intention to acquire securities of the Company; however, they intend to review their investment on a regular basis and, as a result thereof and subject to compliance with the terms and
conditions of existing contractual obligations set out herein, depending upon their assessment of the Companys business, prospects and financial condition, the market for the Companys securities, general economic and tax conditions, and
other factors, may in the future take such actions with respect to its investment in the Company as they deem appropriate including, without limitation, availing themselves of their rights to acquire additional securities of the Company, seek
additional representation on the board of the Company, and make proposals to the Company, alone or jointly with a third party, concerning the long-term structure of its existing investment, a direct ownership interest in the OT Project or other
changes to the capitalization, ownership structure or operations of the Company.
As disclosed previously in the Schedule 13D, RTIH has
confirmed to The Government of Mongolia that it will not sell or transfer to a person controlled by a foreign government any shares it may from time to time hold in the Company, OT LLC or another subsidiary of the Company that is a direct or
indirect shareholder of OT LLC without the consent of The Government of Mongolia.
4
Except as otherwise set forth in Item 4 of the Schedule 13D, as amended and supplemented hereby,
neither Rio Tinto nor RTIH, has any present plan or proposal that would relate to, or result in, any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, Rio Tinto and RTIH
reserve their rights in full to change their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D as they deem appropriate.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D
is hereby amended and supplemented as follows:
The responses of Rio Tinto and RTIH to Rows (11) through (13) of the cover pages of
this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.
Pursuant to the
exercise of the Subscription Rights, RTIH will acquire 27,896,570 Shares at an average subscription price of approximately CDN$18.98 per share.
Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 358,158,442 Shares which, assuming the exercise of the Subscription Right, and the
27,896,570 Shares which will be acquired would represent approximately 48.5 per cent of the Companys outstanding Shares on a fully diluted basis.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Rio Tinto and RTIH is based on 710,590,047 Shares.
In addition, the Shares deemed beneficially owned by each of Rio Tinto and RTIH with respect to which such person (i) has sole voting power,
(ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person.
Except as disclosed in this Schedule 13D, neither Rio Tinto nor RTIH nor, to the best of their knowledge, any of the persons listed in
Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.
Except as disclosed in this Schedule 13D, neither Rio
Tinto nor RTIH nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares which they may be deemed to
beneficially own.
Except as disclosed in this Schedule 13D, neither Rio Tinto nor RTIH nor, to the best of their knowledge, any of the
persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.
To the best knowledge of Rio Tinto
and RTIH, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Rio Tinto and RTIH.
5
Item 7.
Materials to be Filed as Exhibits
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Exhibit
Number
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Description
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A
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Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
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B
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Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited*
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C
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Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited*
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D
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Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited*
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E
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Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.**
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F
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Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.**
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G
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Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.***
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H
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Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.***
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I
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Heads Of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010****
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J
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Agreement between RTIH and the Government of Mongolia dated June 8, 2011*****
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K
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Press Release dated August 24, 2011
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*
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Filed as an exhibit to the original Schedule 13D on November 3, 2006.
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**
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Filed as an exhibit to the amended Schedule 13D on September 12, 2007.
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***
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Filed as an exhibit to the amended Schedule 13D on October 26, 2007.
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****
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Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010.
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*****
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Filed as an exhibit to the amended Schedule 13D on June 28, 2011.
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6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 25, 2011
Rio Tinto plc
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By:
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/s/ Matthew Whyte
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Signature
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Matthew Whyte / Assistant Company Secretary
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Name/Title
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Rio Tinto International Holdings Limited
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By:
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/s/ Matthew Whyte
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Signature
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Matthew Whyte / Secretary
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Name/Title
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7
SCHEDULE A
The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:
Rio Tinto plc
Directors and Executive Officers
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Name
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Present Principal
Occupation
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Business Address
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Citizenship
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Directors
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Jan du Plessis
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Chairman of Rio Tinto
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Tom Albanese
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Chief Executive of Rio Tinto
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United States of America
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Guy Elliott
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Finance Director of Rio Tinto
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Sam Walsh
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Chief Executive of the Iron
Ore Group
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120 Collins Street
Melbourne
Victoria 3000
Australia
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Australia
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Robert Brown
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Company Director
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1188 Sherbrooke Street
West,
Montreal, Quebec
H3A 3G2, Canada
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Canada
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Vivienne Cox
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Company Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Sir Rod Eddington
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Company Director
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120 Collins Street
Melbourne
Victoria 3000
Australia
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Australia
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Mike Fitzpatrick
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Company Director
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120 Collins Street
Melbourne
Victoria 3000
Australia
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Australia
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Yves Fortier
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Company Director
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1188 Sherbrooke Street
West,
Montreal, Quebec
H3A 3G2, Canada
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Canada
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Ann Godbehere
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Company Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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Canada and United Kingdom
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Richard Goodmanson
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Company Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United States of America
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Andrew Gould
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Chairman and Chief Executive Officer of Schlumberger Ltd.
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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8
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Name
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Present Principal
Occupation
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Business Address
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Citizenship
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Lord Kerr
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Company Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Paul Tellier
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Company Director
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1188 Sherbrooke Street
West,
Montreal, Quebec
H3A 3G2, Canada
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Canada
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Executive Officers
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Hugo Bagué
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Group Executive, People and Organisation
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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Belgium
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Preston Chiaro
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Group Executive, Technology & Innovation
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4700 Daybreak Parkway
South
Jordan,
Utah 84095
United
States
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United States of America
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Bret Clayton
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Group Executive, Business Support and Operations
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United States of America
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Jacynthe Coté
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Chief Executive of Rio Tinto Alcan
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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Canada
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Andrew Harding
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Chief Executive of Rio Tinto Copper
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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Australia
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Harry Kenyon-Slaney
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Chief Executive of Rio Tinto Diamonds & Minerals
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Doug Ritchie
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Chief Executive of Rio Tinto Energy
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3 West Tower
410 Ann
Street
Brisbane, QLD 4000
Australia
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Australia
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Debra Valentine
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Group Executive, Legal and External Affairs
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United States of America
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Sam Walsh
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Chief Executive of the Iron Ore Group
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Rio Tinto International Holdings Limited
Directors and Executive Officer
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Directors
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Dan Larsen
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Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United States of America
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Ulf Quellmann
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Director
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2 Eastbourne Terrace
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Germany
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9
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Name
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Present Principal
Occupation
|
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Business Address
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Citizenship
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London W2 6LG
United
Kingdom
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Ben Mathews
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Director
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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Executive Officer
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Matthew Whyte
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Secretary
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2 Eastbourne Terrace
London W2
6LG
United Kingdom
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United Kingdom
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10
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
A
|
|
Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
|
|
|
B
|
|
Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited*
|
|
|
C
|
|
Shareholders Agreement between Robert M Friedland and Rio Tinto International Holdings Limited*
|
|
|
D
|
|
Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited*
|
|
|
E
|
|
Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.**
|
|
|
F
|
|
Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.**
|
|
|
G
|
|
Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.***
|
|
|
H
|
|
Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.***
|
|
|
I
|
|
Heads Of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010****
|
|
|
J
|
|
Agreement between RTIH and the Government of Mongolia dated June 8, 2011*****
|
|
|
K
|
|
Press Release dated August 24, 2011
|
*
|
Filed as an exhibit to the original Schedule 13D on November 3, 2006.
|
**
|
Filed as an exhibit to the amended Schedule 13D on September 12, 2007.
|
***
|
Filed as an exhibit to the amended Schedule 13D on October 26, 2007.
|
****
|
Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2011.
|
*****
|
Filed as an exhibit to the amended Schedule 13D on June 28, 2011.
|
11
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