Sale of Pinto Valley

Sale of Pinto Valley

BHP Billiton has signed a definitive agreement to sell its Pinto Valley mining operation (Pinto Valley) and the associated San Manuel Arizona Railroad Company (SMARRCO) to Capstone Mining Corp. (Capstone) for an aggregate cash consideration of US$650 million. The transaction is subject to regulatory approval, and other customary conditions, and is expected to be completed in the second half of the 2013 calendar year.

Under the terms of the agreement, Capstone will assume the business's environmental liabilities. BHP Billiton employees working at Pinto Valley and SMARRCO will become employees of Capstone as part of the transaction.

BHP Billiton President Copper, Peter Beaven, said: "The sale of Pinto Valley is an excellent outcome for BHP Billiton shareholders. It is consistent with our strategy and it takes the transaction value of divestments announced over the last 12 months to US$5.0 billion. We are pleased to have reached agreement with Capstone, particularly given their commitment to maintain our environmental and safety standards."

Further information on BHP Billiton can be found at: www.bhpbilliton.com.

About Pinto Valley and SMARRCO

BHP Billiton currently has a 100% ownership interest in both Pinto Valley and SMARRCO.

Pinto Valley is an open-pit copper mining operation located east of Phoenix in the Globe-Miami district of Arizona.

SMARRCO owns and operates a 47 km railway from San Manuel to Hayden, Arizona.