Offer for North Limited

Rio Tinto PLC
23 June 2000

    
            RIO TINTO TAKEOVER OFFER FOR NORTH AT A$3.80 PER SHARE            

 
Rio Tinto Limited announced today that it will make a cash offer of A$3.80
per share for all the issued shares of North Limited. Rio Tinto Limited
purchased a 14.5% holding in North today at A$3.80 per share.
 
The offer represents a premium of approximately:
 
* 30% to yesterday's closing price of A$2.93 (the day before Rio Tinto
  entered the market to acquire its holding); 
* 35% to the weighted average price for North over the past three months.  

The offer values North at A$2.80 billion compared with its market value at
yesterday's close of A$2.16 billion.
 
Mr Leigh Clifford, Chief Executive of Rio Tinto, said, 'North has a number of
assets that are complementary with Rio Tinto's. The acquisition of North
provides the opportunity to combine Rio Tinto and North's mining operations
and to pursue capital and operating efficiencies wherever they might exist.

'In particular, by combining our companies' iron ore businesses in Western
Australia, we will become the world's second largest producer with
diversified resources, products and markets. The bid strengthens the
Australian iron ore mining industry and export base in the face of increasing
global competition.'
 
Rio Tinto became the largest shareholder in North as a result of its
on-market purchase of shares today.
 
Mr Clifford said, 'Rio Tinto's offer represents an opportunity for all North
shareholders to realise a significant cash premium to the prevailing market
price for their shares. This cash offer is being made at a full and fair
price.'
 
The offer is subject to conditions, including Rio Tinto acquiring more than
50% of North shares and FIRB approval. The conditions are outlined in the
attachment to this release.
 
Rio Tinto's Bidder's Statement will be lodged as soon as possible. Rio Tinto
Limited is making the offer through a wholly owned subsidiary, Rio Tinto
Investments Two Pty Limited.
 
 
 
For further information, please contact:
     
Media Relations                     Investor Relations 
 
Lisa Cullimore                      Peter Jarvis
+ 44 (0) 20 7753 2305               + 44 (0) 20 7753 2401
 
Website: www.riotinto.com 



                  Rio Tinto Offer for North - Bid Conditions                  

 

*  Minimum Acceptance Condition - Rio Tinto acquiring a majority of North
   Shares before the end of the offer period.

*  Regulatory approvals - Rio Tinto receiving FIRB and other necessary
   regulatory approvals before the end of the offer period.

*  Absence of Regulatory action - No action being taken by a regulatory
   authority before the end of the offer period which might restrain the      
    offer or require divestiture of shares or assets from either group as a   
     result of the offer.

*  No material adverse change - No material adverse change occurring to
   the assets, liabilities, financial or trading position, profitability or
   prospects of North or the status of any regulatory approvals applicable    
    to North, before the end of the offer period (which will include          
     incurring liabilities or diminishing net assets by more than $50 million 
      individually or $150 million in aggregate).

*  No material acquisitions, disposals or changes in business - No
   acquisitions, disposals or corporate transactions which involve a          
    material change in the manner in which North conducts its business        
     occurring before the end of the offer period (including joint ventures,  
      asset or profit sharing arrangements, merger of businesses, or the      
       amendment of the terms of or termination of such transactions).

*  Index out - ASX All Resources Index not closing below 1100 for a period
   of three consecutive trading days before the end of the offer period.

*  West Angelas - During the offer period, the Western Australian
   Government indicating to Rio Tinto that it will not oppose infrastructure
   sharing as between Hamersley Iron's existing operations and the West       
    Angelas project and, in particular, a variation of the West Angelas       
     Development Plan to provide a rail connection from West Angelas to       
      Hamersley Iron's existing line rather than to Robe's existing line.

*  Prescribed occurrences - None of the matters set out in s652C of the
   Corporations Law occurring before the end of the offer period.