UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
(Name of Issuer)
Common Shares, without par value
(Title of class of securities)
(CUSIP Number)
Ben Mathews
Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG
United Kingdom
+44 (0) 20 7781 2058
(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
February 2, 2011
(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
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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*
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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)
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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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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANISATION
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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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356,253,920 (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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356,253,920 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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356,253,920 (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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48.5 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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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)
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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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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANISATION
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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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356,253,920 (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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356,253,920 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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356,253,920 (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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48.5 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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3
TABLE OF CONTENTS
Item 1.
Security and Issuer
This Amendment No. 10 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,
and December 14, 2010 (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:
The
Company concluded the Rights Offering on February 2, 2011, and pursuant to the December 2010
Heads of Agreement:
(i)
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on February 2, 2010, following the completion of the Rights Offering, RTIH acquired
34,387,776 Shares at US$13.88 per Share or US$477,302,330.88 in aggregate;
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(ii)
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RTIHs existing Warrants were amended as a result of the Rights Offering so that the number
of Shares acquirable upon the exercise of the Series B Warrants is 14,070,182 at an exercise
price of US$8.43, of the Series C Warrants is 40,224,365 at an exercise price of US$9.49 and
the Type B, Series 1 Warrants is 827,706 at an exercise price of Cdn$2.9853; and
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(iii)
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on February 3, 2010, RTIH acquired 1,500,000 Citi Additional Shares at US$13.88 per Share or
US$20,820,000 in aggregate.
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The funds for the purchase of the Shares pursuant to the Rights Offering and the purchase of the
Citi Additional Shares were obtained by RTIH from the working capital of Rio Tinto.
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, and on the
Second Closing Date, RTIH acquired an additional 46,304,473 Shares. The Shares acquired were
originally intended to produce an aggregate interest of 19.9 per cent of the Companys outstanding
Shares but, as a result of Share issues under employee share plans, the aggregate interest has been
diluted to 19.7 per cent of the Companys outstanding Shares. Pursuant to RTIHs anti-dilution
rights under the Private Placement Agreement (as described in Item 4), RTIH also acquired on
December 4, 2008 an additional 243,772 Shares, Type A, Series 1 warrants having the same expiry
date as the Series A Warrants and which were exercisable to purchase an additional 720,203 Shares
at a price of Cdn$3.1465 per share and Type B, Series 1 Warrants having the same expiry date as the
Series B Warrants and which are exercisable to purchase an additional 720,203 Shares at a price of
Cdn$3.1465 per share.
4
Also pursuant to the Private Placement Agreement, 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 are exercisable
to purchase an additional 35,000,000 Shares.
Pursuant to the Acquisition, RTIH acquired 15,000,000 Shares, representing upon issuance 2.7 per
cent of the outstanding Shares.
Pursuant to the exercise of the Series A Warrants, RTIH acquired 46,026,522 Shares.
Pursuant to the conversion of the Loan Amount at a price of US$10 per share on September 13, 2010,
RTIH acquired 40,083,206 Shares.
Pursuant to the exercise of the Type A, Series 1 Warrants, RTIH acquired 720,203 Shares.
Pursuant to the exercise of the 33,783,784 Series B Warrants and completion of the purchase of the
RMF Shares and the Citi Base Shares, RTIH acquired 53,783,784 Shares.
Pursuant to the Rights Offering RTIH acquired 34,387,776 Shares at a price of US$13.88 per Share,
and pursuant to the December 2010 Heads of Agreement RTIH acquired 1,500,000 Citi Additional Shares
at a price US$13.88 per Share.
Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 356,253,920 Shares which,
assuming the exercise of the remaining Series B Warrants, Series C Warrants and Type B, Series 1
Warrants, the exercise of the Subscription Right , in addition to the 37,089,883 Shares acquired by
RTIH on the First Closing Date, the 46,304,473 Shares acquired by RTIH on the Second Closing Date,
243,772 Shares acquired by RTIH on December 4, 2008, the 15,000,000 Shares from the completion of
the Acquisition, the 46,026,522 Shares acquired by RTIH pursuant to the exercise of the Series A
Warrants, the 40,083,206 Shares conversion acquired following the conversion of the Loan Amount,
the 720,203 Shares acquired by RTIH pursuant to the exercise of the Type A, Series 1 Warrants, the
exercise of 33,783,784 Series B Warrants, completion of the purchase of 10,000,000 RMF Shares and
10,000,000 Citi Base Shares, the 34,387,776 Shares from the completion of the Rights Issue and the
purchase of 1,500,000 Citi Additional Shares, would represent 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 653,428,340 Shares, which represents the number of outstanding as
of the closing of the Rights Offering. Assuming the exercise of 18.8 million incentive stock
options in the Companys Shares outstanding, as contained in the Companys Quarterly Financial
Report for the Three and Nine Months Ended September 2010, each of Rio Tinto and RTIH would be
deemed to beneficially own 47.3 per cent of the Companys outstanding Shares on a fully diluted
basis.
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
5
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
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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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*
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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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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: February 4, 2011
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Rio Tinto plc
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By:
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/s/ Ben Mathews
Signature
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Ben Mathews / Company Secretary
Name/Title
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Rio Tinto International Holdings Limited
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By:
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/s/ Ben Mathews
Signature
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Ben Mathews / Director
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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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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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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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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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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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
London
W2 6LG
United
Kingdom
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Germany
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9
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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
|
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 Officers
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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
|
10
EXHIBIT INDEX
|
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Exhibit
|
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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
|
|
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
*
|
|
|
|
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****
|
|
|
|
*
|
|
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.
|
11
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