Rio Tinto Finance Canada Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Filer granted exemption from the prospectus requirement in connection with distributions of commercial paper/short-term debt instruments that do not meet the "approved credit rating" requirement for the purpose of the short-term debt exemption in section 2.35 of Regulation 45-106 respecting Prospectus and Registration Exemptions -- Commercial paper/short-term debt instruments only required to obtain one prescribed credit rating from an approved credit rating organization -- Relief granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

Translation

June 29, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTION

AND

IN THE MATTER OF

RIO TINTO FINANCE CANADA INC.

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that trades of negotiable promissory notes or commercial paper of the Filer, maturing not more than one year from the date of issue, be exempt from the prospectus requirement of the Legislation (the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System ("Regulation 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (collectively, the "Passport Jurisdictions"); and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meanings if used in this decision, unless otherwise defined.

In this decision,

"Asset-Backed Short-Term Debt": short-term debt that is backed, secured or serviced by or from, a discrete pool of mortgages, receivables or other financial assets or interests designed to ensure the servicing or timely distribution of proceeds to holders of that short-term debt;

"Regulation 45-106": Regulation 45-106 respecting Prospectus and Registration Exemptions;

"Regulation 81-102": Regulation 81-102 respecting Mutual Funds.

Representations

This decision is based on the following facts represented by the Filer:

1. Rio Tinto plc is a public limited company incorporated under the laws of England and Wales. Rio Tinto Limited, is a limited company organized under the laws of Australia. Rio Tinto plc and Rio Tinto Limited (together, "Rio Tinto") are managed as a single economic unit, even though both companies are separate legal entities with separate share listings and share registers. Rio Tinto is one of the world's leading mining and exploration companies and is headquartered in London, England.

2. The Filer is an indirect wholly-owned finance subsidiary of Rio Tinto plc, incorporated under the Canada Business Corporations Act, with its head office located in Montréal, Quebec. The Filer has no operations.

3. Neither the Filer nor Rio Tinto is a reporting issuer in any of the Jurisdictions or Passport Jurisdictions and neither is in default of the Legislation or the securities legislation of the Passport Jurisdictions.

4. A trade in negotiable promissory notes or commercial paper is exempt from the prospectus requirement pursuant to section 2.35 of Regulation 45-106 only where such negotiable promissory notes or commercial paper has an approved credit rating from an approved credit rating organization. The terms "approved credit rating" and "approved credit rating organization" used in Regulation 45-106 have the same meanings as in Regulation 81-102.

5. For negotiable promissory notes or commercial paper to satisfy the definition of "approved credit rating" in Regulation 81-102, that negotiable promissory notes or commercial paper (a) must have a rating at or above one of the rating categories set out in that definition issued by an approved credit rating organization for that negotiable promissory notes or commercial paper, and (b) must not have a rating below one of the rating categories set out in that definition issued by an approved credit rating organization for that negotiable promissory notes or commercial paper.

6. The negotiable promissory notes or commercial paper of the Filer have a "R-1(low)" rating from DBRS Limited, which rating meets the prescribed threshold in the definition of "approved credit rating" in Regulation 81-102.

7. Because the Filer is a wholly-owned finance subsidiary without any operations, Canadian investors will also consider the short-term credit rating of Rio Tinto plc, as unconditional guarantor, for repayment of the negotiable promissory notes or commercial paper of the Filer. However, the short-term debt of Rio Tinto plc does not meet the other prescribed thresholds in the definition of "approved credit rating" in Regulation 81-102 because it has a "F2" rating from Fitch Ratings Ltd., a "P-2" rating from Moody's Investors Sevice, Inc. and a "A-2" rating from Standard & Poor's, all of which ratings are lower than the ratings prescribed by the definition of "approved credit rating" in Regulation 81-102.

8. The Filer has been granted relief similar in nature to the Exemption Sought under a decision document of the Decision Maker dated January 10, 2011 (the "Prior Decision").

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

1. the negotiable promissory notes or commercial paper of the Filer:

(a) are unconditionally guaranteed as to principal and interest by Rio Tinto plc;

(b) mature not more than one year from the date of issue;

(c) are not convertible or exchangeable into or accompanied by a right to purchase another security other than negotiable promissory notes or commercial paper of the Filer; and

(d) are not Asset-Backed Short-Term Debt.

2. both the negotiable promissory notes or commercial paper of the Filer and the short-term debt of Rio Tinto plc have a rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating category that replaces a category listed below:

Approved Credit Rating Organization	Credit Rating
DBRS Limited	R-1(low)
Fitch Ratings Ltd.	F2
Moody's Investors Service, Inc.	P-2
Standard & Poor's	A-2

3. each trade by the Filer of negotiable promissory notes or commercial paper of the Filer to a resident in a Jurisdiction or Passport Jurisdiction in reliance on this decision is made:

(a) through an agent who is a registered dealer, registered in a category that permits the trade;

(b) through a bank listed in Schedules I, II or III to theBank Act (Canada) trading in reliance on an exemption from the registration requirement available in the circumstances in the jurisdictions in which the trade occurs; or

(c) through a dealer permitted to rely on the exemption from the dealer registration requirement for international dealers in section 8.18 of Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Relationships;

4. for each Jurisdiction and Passport Jurisdiction, the Exemption Sought will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the Legislation that amends the conditions of the prospectus exemption contained in Section 2.35 of Regulation 45-106 or provides an alternate exemption; and

(b) June 30, 2017.

5. the Prior Decision is revoked effective as of the date hereof.