Date Closed

December 15, 2010

Lead Office

Toronto

Value

4.30 Billion USD

On December 15, 2010, international mining giant Rio Tinto completed a transaction with Ivanhoe Mines pursuant to which Rio Tinto secured a pathway to increase its equity stake in Ivanhoe Mines to 49%, assumed management of Ivanhoe's Oyu Tolgoi copper and gold project in Mongolia and provided a comprehensive financial package to Ivanhoe for the development of Oyu Tolgoi project.  The financial package provided by Rio Tinto includes a US$1.8 billion interim funding facility whilst Rio Tinto and Ivanhoe work together to finalize a comprehensive project financing package; 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 $1.2 billion right offering.  Under the agreement, Rio Tinto agreed to acquire a total of 20 million 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 Ivanhoe shares from treasury until January 2012; agreed to increase to 49% and extend by three months to January 2012 the standstill on the number of Ivanhoe shares it may acquire; and agreed to suspend its arbitration in relation to Ivanhoe's Shareholders Rights Plan by six months to June 2011.

McCarthy Tétrault LLP represented Rio Tinto, with a team led by Shea Small.