Rio Tinto Mining and Exploration Limited (Rio Tinto) has received 44,126,780 common shares of Minera IRL Limited (IRL), representing approximately 19.44% of the issued and outstanding common shares of IRL. The shares form part of the consideration agreed to in the 2006 option agreement on the Ollachea Gold Project between Rio Tinto and IRL.
The consideration for each Share was CDN$0.1790. The Shares were issued from IRL's treasury and were not purchased by Rio Tinto via a market transaction. Rio Tinto may increase or decrease the investment in Shares depending on its evaluation of the business, prospects and financial condition of IRL, the market for IRL's securities, general economic and tax conditions and other factors. Additionally, should Rio Tinto not sell any of the Shares for a period of one year, Rio Tinto shall be entitled to a cash incentive payment.
Rio Tinto understands that the Shares were issued in accordance with the accredited investor exemption contained in National Instrument 45-106 - Prospectus and Registration Exemptions.