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Press release from CNW Group

Rio Tinto provides convertible bridge facility to Turquoise Hill

Friday, June 28, 2013

Rio Tinto provides convertible bridge facility to Turquoise Hill

20:17 EDT Friday, June 28, 2013

LONDON, United Kingdom, June 28, 2013 /CNW/ - Rio Tinto has entered into a bridge funding agreement dated June 28, 2013 with Turquoise Hill Resources Ltd. under which it has agreed to make available to Turquoise Hill a short term convertible credit facility of up to US$225 million. The aggregate of all amounts outstanding under the facility, including principal, interest (at one month LIBOR plus 5%) and fees, will be repayable at maturity on August 12, 2013.

At any time after the maturity date or upon the occurrence of an event of default, Rio Tinto may convert all or part of the outstanding amount under the facility into common shares of Turquoise Hill at a conversion price equal to 85% of the VWAP of the common shares on the NYSE for the five consecutive trading days before Rio Tinto gave notice to Turquoise Hill of such conversion.

Rio Tinto currently beneficially owns 510,983,220 Turquoise Hill common shares, representing approximately 50.8% of the outstanding common shares. Rio Tinto also has 74,247,460 Series D Warrants as well as anti-dilution rights that permit it to acquire additional securities of Turquoise Hill so as to maintain its proportionate equity interest in Turquoise Hill.

If Turquoise Hill were to have drawn down the entire $225 million maximum principal amount on the date of the bridge funding agreement, and Rio Tinto were to have been immediately entitled to convert such amount on such date, Rio Tinto would have been entitled to acquire 47,545,691 common shares upon such conversion, representing approximately 4.5% of the then outstanding common shares. If Rio Tinto were to have also exercised all of its Series D Warrants at such time, Rio Tinto would own 632,776,371 common shares, representing approximately 56.1% of the then outstanding common shares. The foregoing is by way of example only, and the actual number and percentage of common shares issuable on conversion will depend upon the outstanding amount under the facility and the conversion price as calculated. The bridge funding agreement provides that the aggregate number of common shares issuable on the exercise of Rio Tinto's conversion rights may not exceed 100,587,901, being approximately 10% of the currently outstanding common shares.

The purpose of Rio Tinto entering into the bridge funding agreement was to provide additional funding to Turquoise Hill to enable it to meet its short term funding obligations with respect to its Oyu Tolgoi copper-gold mine in Mongolia.

Rio Tinto has no present intention of acquiring additional securities of Turquoise Hill. Depending upon its evaluation of the business, prospects and financial condition of Turquoise Hill, the market for Turquoise Hill's securities, general economic and tax conditions and other factors, Rio Tinto may acquire or sell some or all of the securities of Turquoise Hill.

About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc, a London and New York Stock Exchange listed company, and Rio Tinto Limited, which is listed on the Australian Securities Exchange.

Rio Tinto's business is finding, mining, and processing mineral resources. Major products are aluminium, copper, diamonds, thermal and metallurgical coal, uranium, gold, industrial minerals (borax, titanium dioxide and salt) and iron ore. Activities span the world and are strongly represented in Australia and North America with significant businesses in Asia, Europe, Africa and South America.

SOURCE: RIO TINTO PLC

For further information:

Media Relations, EMEA / Americas 
Illtud Harri
Office: +44 (0) 20 7781 1152
Mobile: +44 (0) 7920 503 600
David Outhwaite
Office: +44 (0) 20 7781 1623
Mobile: +44 (0) 7787 597 493
Christina Mills
Office:  +44 (0) 20 7781 1154
Mobile: +44 (0) 7825 275 605

Investor Relations, London
Mark Shannon
Office:  +44 (0) 20 7781 1178
Mobile: +44 (0) 7917 576597
David Ovington
Office:  +44 (0) 20 7781 2051
Mobile: +44 (0) 7920 010 978

Media Relations, Australia / Asia
David Luff Office:  +61 (0) 3 9283 3620 Mobile: +61 (0) 419 850 205
Bruce Tobin
Office: +61 (0) 3 9283 3612
Mobile: +61 (0) 419 103 454

Investor Relations, Australia
Christopher Maitland
Office: +61 (0) 3 9283 3063
Mobile: +61 (0) 459 800 131
Rachel Storrs
Office: +61 (0) 3 9283 3628
Mobile: +61 (0) 417 401 018

Media Relations, Canada
Bryan Tucker
Office: +1 (0) 514 848 8151
Mobile: +1 (0) 514 825 8319

Investor Relations, North America
Jason Combes
Office:  +1 (0) 801 204 2919
Mobile: +1 (0) 801 558 2645

Website: www.riotinto.com
Email: media.enquiries@riotinto.com
Twitter: Follow @riotinto on Twitter


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