AUSQUEST LIMITED — Major Shareholding Notification 2012

Dec 17, 2012

Stephen Consedine Company secretary

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Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia Postal Address: GPO Box 384D Melbourne 3001 Australia T +61 (0) 3 9283 3333 F +61 (0) 3 9283 3151

ASX Market Announcements Australian Securities Exchange SYDNEY NSW 2000

18 December 2012

Form 603 - Notice of initial substantial holder

Attached is a Form 603 (Notice of initial substantial holder) in respect of Rio Tinto’s relevant interest in the issued share capital of AusQuest Ltd.

Yours faithfully

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Stephen Consedine Company secretary

Registered in Australia Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia ABN 96 004 458 404

603 page 1/4

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme AusQuest Limited

ACN/ARSN ACN 091 542 451

1. Details of substantial holder (1)

Name See Annexure A (the Substantial Shareholders ) ACN/ARSN (if applicable) See Annexure A The holder became a substantial holder on 17/12/2012

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Ordinary	10,500,000	10,500,000	6.56%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

older are as follows:	older are as follows:
Holder of relevant interest		Nature of relevant interest (7)		Class and number of securities
Substantial Shareholders i		Increase in the existing shareholdernterest from 4.6% voting power to6.56%, by virtue of the share buy back byAusQuest Limited on 17/12/2012		10,500,000
of present registered holdersregistered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevantinterest	Registered holder ofsecurities		Person entitled to beregistered as holder(8)		Class and numberof securities
Substantial Shareholders	Substantial Shareholders		Substantial Shareholders		10,500,000

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder

became a substantial holder is as follows:

ubstantial holder is as follows:
Holder of relevantinterest	Date of acquisition		Consideration (9)	Class and numberof securities
Not applicable
atesthe persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)		Nature of association
Not applicable		Not applicable

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
See Annexure A

603 page 2/4

Signature

Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012	Signatureprint name Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limitedsign heredate18/12/2012
		print namesign here	Stephen John ConsedinecapacityCompany SecretaryRio Tinto Limited
			date18/12/2012

603 page 3/4

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

603 page 4/4

THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN ASIC FORM 603 "NOTICE OF INITIAL SUBSTANTIAL HOLDER" PREPARED BY RIO TINTO LIMITED (ACN 004 458 404) IN RESPECT OF AUSQUEST LIMITED (ACN 910 542 451).

SIGNED BY ME AND DATED 18 DECEMBER 2012

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________________________________ Stephen John Consedine Company Secretary – Rio Tinto Limited

SUBSTANTIAL SHAREHOLDERS

• (A) HAMERSLEY HOLDINGS LIMITED (ACN 008 446 222) OF LEVEL 22, 152 ST GEORGES TERRECE, PERTH, WA 6000

• (B) RIO TINTO LIMITED (ACN 004 458 404) OF LEVEL 33, 120 COLLINS STREET, MELBOURNE VIC 3000

• (C) SUBSIDIARIES OF RIO TINTO LIMITED (ACN 004 458 404) OTHER THAN HAMERSLEY HOLDINGS LIMITED

• (D) RIO TINTO PLC OF 2 EASTBOURNE TERRACE, LONDON,W2 6LG, UK

• (E) EACH SUBSIDIARY OF RIO TINTO PLC

(COLLECTIVELY, THE SUBSTANTIAL SHAREHOLDERS ).

RIO TINTO LIMITED (ACN 004 458 404) OF LEVEL 33, 120 COLLINS STREET, MELBOURNE VIC 3000 GIVES THIS NOTICE ON ITS OWN BEHALF AND ON BEHALF OF EACH OF THE SUBSTANTIAL SHAREHOLDERS.