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Acquisitions and disposals
12 Months Ended
Dec. 31, 2023
Disclosure Of Acquisitions And Disposals [Abstract]  
Acquisitions and disposals 5 Acquisitions and disposals
Acquisitions
Recognition and measurement
In determining whether a particular set of activities is a business, an
acquired arrangement has to have an input and substantive process,
which together significantly contribute to the ability to create outputs.
Where an acquisition does not meet the definition of a business as
defined by IFRS 3 “Business Combinations” each asset is recognised
on the balance sheet at fair value. In the Group cash flow statement we
assess, based on the substance of the transaction, whether to allocate
the cash consideration for these transactions either to “Purchases of
property, plant and equipment, and intangible assets” or to “Acquisitions
of subsidiaries, joint ventures and associates” depending on the type of
assets purchased.
For undeveloped mining projects that have arisen through acquisition,
the allocation of the purchase price consideration may result in
undeveloped properties being recognised at an earlier stage of project
evaluation compared with projects arising from the Group’s exploration
and evaluation program. Subsequent expenditure on acquired
undeveloped projects is only capitalised if it meets the high degree of
confidence threshold discussed in note 12.
Where we increase our ownership interest in a subsidiary, the difference
between the purchase price and the carrying value of the share of net
assets acquired is recorded in equity. The cash cost of such purchases
is included within “financing activities” in the cash flow statement.
2023
On 8 November 2023 we acquired Meridian Minera Limitada’s (MML)
57.7% share in Agua de la Falda (ADLF) for US$45 million.
Subsequently, we entered into an agreement with Corporación Nacional
del Cobre de Chile (Codelco), a state-owned enterprise, to explore and
potentially acquired assets in Chile’s prospective Atacama region - the
project will be known as Nuevo Cobre.
The majority ownership of 57.7% equity confers voting rights that will
allow Rio Tinto to control the relevant activities of Nuevo Cobre.
Therefore, we have accounted for Nuevo Cobre as an investment in a
partially owned subsidiary. There was no goodwill recognised on 
acquisition as the transaction was not accounted for as a business
combination. The difference between the net assets acquired and the
purchase consideration has been recognised within Intangible assets as
Exploration and Evaluation assets. The transaction gives rise to the
recognition of a non-controlling interest of US$33 million, representing
Codelco’s 42.3% equity stake in Nuevo Cobre.
On 30 November 2023, Rio Tinto and Giampaolo Group completed a
transaction to form the Matalco joint venture. We acquired a 50% equity
interest in Matalco Canada Inc which owns one Canadian aluminium
recycling facility and a 50% equity interest in Matalco USA LLC which
owns six aluminium recycling facilities in the USA for combined
consideration of US$738 million, inclusive of accrued transaction costs
and working capital adjustments.
Rio Tinto has joint control over the Matalco businesses and therefore
our investment is accounted for under the equity method.
At 31 December 2023, the fair value of the underlying identifiable assets
acquired and liabilities assumed have been provisionally determined
and will be finalised within one year of the acquisition date in line with
the requirements of IFRS.
2022
Following approval from Australia’s Foreign Investment Review Board
(FIRB), on 29 March 2022 we completed the acquisition of Rincon
Mining Pty Limited, the owner of a lithium project in Argentina. Total
cash consideration was US$825 million. In determining whether
Rincon’s set of activities is a business, we assessed whether it had
inputs and substantive processes which together significantly contribute
to the ability to create outputs. Based on this assessment, we
concluded that Rincon did not meet the definition of a business as
defined by IFRS 3 "Business Combinations" and therefore no goodwill
was recorded. The transaction was therefore treated as an asset
purchase with US$822 million of capitalised exploration and evaluation
recorded for the principal economic resource. The balance of total
consideration was allocated to property, plant and equipment and other
assets/liabilities. For the Group cash flow statement we determined that,
since Rincon constitutes a group of companies, it was appropriate to
present the cash outflow as “Acquisitions of subsidiaries, joint ventures
and associates” rather than as separate asset purchases even though it
did not meet the definition of a business combination.
On 31 August 2022 we made a US$25 million investment in McEwen
Copper Inc. through our copper leaching technology venture, NutonTM.
We accounted for our holding in McEwen Copper Inc. as an investment
in associate, given our representation on their Board.
On 16 December 2022 we acquired the remaining 49% share of
Turquoise Hill Resources for expected consideration of US$3.2 billion,
inclusive of transaction costs. This transaction was not classified as a
business combination as it related to the purchase of non-controlling
interests in an entity already consolidated as a subsidiary. Accordingly,
the transaction did not result in the remeasurement of assets or
liabilities and has been accounted for in the statement of equity as an
adjustment to non-controlling interests and retained earnings.
At 31 December 2022, consideration paid amounted to US$2,961 million,
including US$33 million of transaction costs. In 2023, a further $33 million
of transaction costs were paid (previously expected to be US$41 million).
Certain shareholders exercised their right to dissent to the transaction. In
accordance with the terms of the circular, those dissenting shareholders
received initial consideration of C$34.4 per share, with final consideration
depending on the outcome and timing of dissent proceedings, which at
the end of 2023 remained outstanding. We included within Other
provisions (note 36) US$211 million for additional consideration to be paid
to the dissenting shareholders representing the difference between their
initial consideration and C$43 per share paid to all other shareholders.
2021
On 18 November 2021, we announced that we had completed the
acquisition of the 40% share in the Diavik Diamond Mine in the
Northwest Territories of Canada held by Dominion Diamond Mines,
becoming the sole owner as a result. The transaction did not meet the
definition of a business combination and therefore the incremental
assets and liabilities were treated as an asset purchase. Prior to
purchase, we recognised our existing 60% share of assets, revenues
and expenses, with liabilities recognised according to its contractual
obligations, and a corresponding 40% receivable or contingent asset
representing the co-owner’s share where applicable. Receivables
relating to the co-owner’s share were de-recognised and treated as part
of the net purchase consideration on completion.
Disposals
Recognition and measurement
If a group of assets and liabilities (Disposal group) is sold the carrying
value of the disposal group is de-recognised with the difference
between the carrying amount and the consideration received
recognised in the income statement. Certain amounts previously
recognised in other comprehensive income in respect of the entity
disposed of may be recycled to the income statement. The cash
proceeds of disposals are included within “Investing activities” in the
cash flow statement.
5 Acquisitions and disposals continued
2023
On 28 August 2023, we completed the sale of a 55% interest in the
undeveloped La Granja project in Peru for US$105 million to First
Quantum Minerals (FQM). The consideration received is recorded in the
cash flow statement for US$104 million (net of US$1 million of cash
balance), of which US$16 million relating to sale of land is included
within “net cash used in investing activities” and the remaining US$88
million is included within “net cash generated from operating activities”.
As a result of the sale, our retained interest in La Granja represents a
45% owned associate (equity accounted) over which Rio Tinto has
significant influence during the evaluation phase.
On initial recognition, the gain on fair valuation of interest retained in the
project of US$85 million was recognised to the extent of US$47 million
(relating to the 55% interest sold) within “profit relating to interests in
undeveloped projects” and the remaining gain of US$38 million was
eliminated against the fair value of the EAU. In total, we recognised a
pre-tax gain of US$154 million in the income statement, primarily
representing the consideration transferred by First Quantum, plus the
fair value of the retained interest in the project.
2022
As summarised in note 4, we sold our shareholding in the Roughrider
uranium undeveloped project on 17 October 2022 for consideration of
US$150 million (US$80 million in cash and US$70 million in shares of
Uranium Energy Corp). This transaction was treated as a disposal of a
subsidiary as the carrying value was largely represented by assets
recorded as a purchase price allocation from the Hathor Exploration
business combination in 2012.
2021
There were no material disposals in 2021.