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. 74(1), 53.

Regulation 45-106 respecting Prospectus and Registration Exemptions, s. 2.35.

Regulation 31-103 respecting Registration Requirements and Exemptions, s. 8.5.

[TRANSLATION]

January 10, 2011

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 (each a "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that distributions of negotiable promissory notes or commercial paper maturing not more than one year from the date of issue of the Filer (the "RTFC Short-Term Debt") 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 subsection 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, Yukon, Northwest Territories and Nunavut; 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 meaning if used in this decision, unless otherwise defined.

In this decision,

"Asset-Backed Short-Term Debt" means 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" means Regulation 45-106 respecting Prospectus and Registration Exemptions;

"Regulation 81-102" means Regulation 81-102 respecting Mutual Funds; and

"Short-Term Debt Exemption" means the exemption from the prospectus requirement of the Legislation for short-term debt set out in section 2.35 of Regulation 45-106.

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 registrars. Rio Tinto is one of the world's leading mining and exploration companies and is headquartered in London, England. Rio Tinto's business consists of finding, mining and processing mineral resources and its products include aluminum, copper, diamonds, energy products, gold, industrial minerals and iron ore. Its activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa. For the fiscal year ended December 31, 2009, Rio Tinto had consolidated sales revenue of US$ 41,825 million and net earnings of US$ 4,872 million.

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 jurisdiction of Canada and neither is in default of the Legislation or the securities legislation of any jurisdiction of Canada.

4. Rio Tinto plc, through the Filer, has the intention of establishing a commercial paper program and distributing the RTFC Short-Term Debt for treasury management purposes in Canada. The RTFC Short-Term Debt will be (i) dated at the date of its issue, (ii) in denominations of $1,000 with a minimum subscription amount of $10,000, in Canadian or U.S. currency, and (iii) unconditionally guaranteed as to principal and interest by Rio Tinto plc.

5. A distribution of short-term debt will be exempt from the prospectus requirements of the Legislation and the securities legislation of the other provinces of Canada pursuant to the Short-Term Debt Exemption if, amongst other things, the short-term debt 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.

6. For short-term debt to satisfy the requirements of the definition of "approved credit rating" in Regulation 81-102, that short-term debt:

(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 short term debt; 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 short-term debt.

7. The RTFC Short-Term Debt has a rating of "R-1 (low)" from DBRS Limited (the "DBRS Rating"), which rating meets the prescribed criteria of Regulation 81-102 described in paragraph 6(a) above.

8. Because RTFC is a wholly-owned finance subsidiary of Rio Tinto plc without any operations, Canadian investors will also consider the short-term credit rating of Rio Tinto plc, as unconditional guarantor, for repayment of the RTFC Short-Term Debt. Standard & Poor's, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch Ratings Limited have assigned ratings of "A-2" (the "S&P Rating"), "Prime-2" (the "Moody's Rating") and "F2" (the "Fitch Rating"), respectively, for Rio Tinto plc's short-term debt.

9. The S&P Rating, Moody's Rating and Fitch Rating do not meet the prescribed criteria of Regulation 81-102 described in paragraph 6(b) above.

10. Neither RTFC nor Rio Tinto is, after having taken reasonable measures, aware of an announcement by DBRS Limited, Standard & Poor's, Moody's Investors Service, Inc. or Fitch Ratings Limited, as the case may be, that the DBRS Rating, the S&P Rating, the Moody's Rating or the Fitch Rating may be down-graded to a rating category that would be lower than one of the following rating categories (or a rating category that replaces a category listed below):

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

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 RTFC Short-Term Debt:

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

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

(c) is not convertible or exchangeable into or accompanied by a right to purchase another security other than RTFC Short-Term Debt; and

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

2. Either the RTFC Short-Term Debt or the Rio Tinto plc short-term debt has a rating issued by at least 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):

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

and either the RTFC Short-Term Debt or the Rio Tinto plc short-term debt has a rating at or above one of the rating categories set out in the definition of "approved credit rating" in Regulation 81-102.

3. For each jurisdiction of Canada, the Exemption Sought will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, regulation, blanket order or ruling under the securities legislation of that jurisdiction that amends the conditions of the Short-Term Debt Exemption or provides an alternate exemption; and

(b) June 30, 2012.