Rio Tinto: Rio Tinto announces expiration and results of its offer to purchase its 3.750 per cent Notes due 2025

Following the issuance of $1.25 billion 30-year bonds which settled on 2 November 2021, Rio Tinto Finance (USA) Limited has accepted for purchase a total of $759,948,000. This sum excludes Securities that remain subject to the guaranteed delivery procedures described in the Offer to Purchase, aggregate principal amount of notes pursuant to its offer to purchase (the “Tender Offer”) any and all of its outstanding 3.750 per cent Notes due 2025 (the “Securities”), which commenced on 28 October 2021 and expired at 5pm (New York City time) on 3 November 2021. In addition to funding the purchase of the Securities, the proceeds from the 30-year bonds will be used to fund the redemption of the Securities that remain outstanding following the completion of the Tender Offer. The terms and conditions of the Tender Offer are described in the offer to purchase (the “Offer to Purchase”), dated as of 28 October 2021. Capitalised terms not otherwise defined in this announcement have the meaning given to them in the Offer to Purchase.

$759,948,000 aggregate principal amount of the Securities will be purchased at a price of $1,097.32 per $1,000 principal amount of Securities. The above amounts exclude $1,582,000 aggregate principal amount of Securities that remain subject to the guaranteed delivery procedures described in the Offer to Purchase. The Securities purchased will be retired and cancelled and no longer remain outstanding.

In addition to the payment of the Purchase Price, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) (including those validly tendered in accordance with the Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal to interest accrued and unpaid on the Securities from (and including) the immediately preceding interest payment date for the Securities to (but excluding) the Settlement Date.

Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of the period from the Settlement Date to the Guaranteed Delivery Settlement Date.

The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Tender Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (subject to any postponement of the applicable Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, as described in the Offer to Purchase).

The settlement date for the Tender Offer will be 5 November 2021 (or 8 November 2021 in the case of Securities delivered pursuant to the guaranteed delivery procedures). Capitalised terms in this announcement and not defined have the meaning assigned to them in the Offer to Purchase dated 28 October 2021.

On 3 November 2021, Rio Tinto issued a notice of redemption for all of the Securities that remain outstanding following the completion of the Tender Offer, with 3 December 2021 being the date fixed for such redemption. For additional information, note holders may call the trustee and paying agent, The Bank of New York Mellon, at +1-212 815-5811.

The Lead Dealer Managers for the Tender Offer are Citigroup Global Markets Limited, Credit Agricole Securities (USA) Inc. and Merrill Lynch International.