Ivanhoe Mines Ltd - Amended Statement of Beneficial Ownership (SC 13D/A)
April 10 2008 - 12:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
(CUSIP Number)
Ben Mathews
Rio Tinto plc
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
+44 (0) 20 7781 2058
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
George Karafotias
Shearman & Sterling LLP
Broadgate West, 9 Appold Street
London EC2A 2AP
United Kingdom
+44 (0) 20 7655 5576
(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.
o
* 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.
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).
SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rio Tinto plc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
þ
(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)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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245,775,029 common shares (see Items 3 and 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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245,775,029 common shares (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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245,775,029 common shares (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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.1 per cent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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Page 2 of 11 Pages
SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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)
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(a)
o
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(b)
þ
(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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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245,775,029 common shares (see Items 3 and 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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245,775,029 common shares (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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245,775,029 common shares (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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.1 per cent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 3 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 4 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
and January 7, 2008 (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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the third paragraph
of Item 2 with the following text:
The principal executive office of Rio Tinto is located at 5 Aldermanbury Square,
London, EC2V 7HR, United Kingdom. The principal executive office of RTIH is located at
2 Eastbourne Terrace, London, W2 6LG, United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following text to
the end of the twenty-third paragraph of Item 3:
On April 10, 2008, the Company drew the remaining $100 million from the Facility.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety 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 Private Placement Agreement, on the First Closing Date, RTIH acquired
37,089,883 Shares, representing upon completion 9.95 per cent of the Companys outstanding Shares.
RTIH has also agreed to subscribe for an additional 46,304,473 Shares (and has the right to
subscribe for Top Up Placement Shares if necessary), representing upon completion 9.95 per cent of
the Companys then outstanding Shares, upon the Company entering into an Approved OT Investment
Contract as set forth in Item 3.
On the First Closing Date, RTIH acquired the Series A Warrants and the Series B Warrants which
are exercisable to purchase an additional 92,053,044 Shares. On the Funding Date, RTIH acquired
the Series C Warrants which, pursuant to the Funding Proportion
3
, are
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3
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As at April 10, 2008, the Funding Proportion is one,
which is equal to the lesser of one and the result obtained by dividing (i)
$350 million, the total drawdown under the Facility, by (ii) $350 million
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Page 4 of 11 Pages
currently exercisable to purchase an additional 35,000,000 Shares. As of April 10, 2008, the
Loan Amount is convertible into an additional 35,327,629 Shares.
Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 245,775,029 Shares which,
assuming the subscription by RTIH for an additional 46,304,473 Shares (and any Top Up Placement
Shares if necessary), the exercise of all the Series A Warrants, Series B Warrants and Series C
Warrants and the conversion of the Loan Amount into Shares, in addition to the 37,089,883 Shares
acquired by RTIH on the First Closing Date, would represent 42.1 per cent of 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 375,118,741 Shares outstanding as of March 27, 2008, as
contained in the Companys 2008 Notice of Annual Meeting of the Shareholders and Management Proxy
Circular furnished to the SEC on Form 6-K on April 2, 2008.
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.
Item 7. Materials to be Filed as Exhibits.
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Exhibit No.
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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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Page 5 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: April 10, 2008
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Rio Tinto plc
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/s/ Ben Mathews
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Signature
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Ben Mathews / Secretary
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Name/Title
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Rio Tinto International Holdings Limited
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/s/ Ben Mathews
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Signature
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Ben
Mathews / Director
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Name/Title
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Page 6 of 11 Pages
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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Present Principal
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Name
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Occupation
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Business Address
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Citizenship
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Directors
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Paul Skinner
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Chairman of Rio Tinto
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5 Aldermanbury
Square
London EC2V
7HR 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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5 Aldermanbury
Square
London EC2V
7HR 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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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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Dick Evans
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Chief Executive of
Rio Tinto Alcan
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1188 Sherbrooke
Street
West,
Montreal, Quebec
H3A 3G2, Canada
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United States of
America
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Sir David Clementi
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Company Director
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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Vivienne Cox
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Executive
Vice-President of BP
plc
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5 Aldermanbury
Square
London EC2V
7HR 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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Page 7 of 11 Pages
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Present Principal
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Name
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Occupation
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Business Address
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Citizenship
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Richard Goodmanson
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Executive Vice
President and Chief
Operating Officer of
DuPont
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5 Aldermanbury
Square
London EC2V
7HR 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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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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Lord Kerr
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Company Director
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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David Mayhew
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Chairman of Cazenove
Group plc
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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Sir Richard Sykes
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Company Director
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5 Aldermanbury
Square
London EC2V
7HR 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 Bague
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Global Head of HR
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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Belgium
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Bret Clayton
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Chief Executive of
the Copper group
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United States of
America
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Preston Chiaro
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Chief Executive of
the Energy group
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United States of
America
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Keith Johnson
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Group Executive,
Business Resources
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5 Aldermanbury
Square
London EC2V
7HR United
Kingdom
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United Kingdom
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Grant Thorne
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Group Executive
Technology and
Innovation
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Comalco Place
12 Creek Street
Brisbane
QLD 4000
Australia
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Australia
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Page 8 of 11 Pages
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Present Principal
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Name
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Occupation
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Business Address
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Citizenship
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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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Page 9 of 11 Pages
Rio Tinto International Holdings Limited
Directors and Executive Officers
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Present Principal
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Name
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Occupation
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Business Address
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Citizenship
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Directors
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Dan Larsen
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Head of Controllers
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2 Eastbourne
Terrace
London W2
6LG
United
Kingdom
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United States of
America
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Christopher Lenon
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Head of Taxation
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2 Eastbourne
Terrace
London W2
6LG
United
Kingdom
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United Kingdom
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Ian Ratnage
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Head of Treasury
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2 Eastbourne
Terrace
London W2
6LG
United
Kingdom
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United Kingdom
|
Ben Mathews
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Company Secretary
of Rio Tinto plc
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5 Aldermanbury
Square
London EC2V
7HR
United Kingdom
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United Kingdom
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Executive Officers
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Roger Dowding
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Deputy Secretary of
Rio Tinto plc
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2 Eastbourne
Terrace
London W2
6LG
United
Kingdom
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United Kingdom
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Page 10 of 11 Pages
EXHIBIT INDEX
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Exhibit No.
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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
|
Page 11 of 11 Pages
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