Ivanhoe Mines Ltd. (TSX: IVN)(NYSE: IVN)(NASDAQ: IVN) today
announced its results for the year ended December 31, 2009. All
figures are in US dollars unless otherwise stated.
HIGHLIGHTS
- On March 31, 2010, Ivanhoe Mines announced the successful
completion of the conditions precedent that had been incorporated
into the landmark Investment Agreement to build and operate the Oyu
Tolgoi copper-gold mining complex in Mongolia's South Gobi Region,
giving the agreement full legal effect.
- Ivanhoe Mines, with its subsidiary, Oyu Tolgoi LLC (OT LLC),
and its strategic partner, Rio Tinto, signed and approved the
long-awaited Investment Agreement with the Government of Mongolia
in October 2009, establishing a comprehensive framework for
maintaining a stable tax and operating environment for the
construction and operation of the Oyu Tolgoi Project. The signing
culminated nine years of exploration successes that have
established Oyu Tolgoi as one of the world's largest, undeveloped
copper-gold porphyry projects, and nearly six years of negotiations
with the Government of Mongolia for an Investment Agreement.
- Provisions of the Investment Agreement include protection of
the parties' investments in the Oyu Tolgoi Project, the amount and
term of the parties' investments in the Oyu Tolgoi Project, the
right to realize the benefits of such investments, the conduct of
mining with minimum environmental impact and progressive
rehabilitation, the social and economic development of the South
Gobi Region and the creation of thousands of new jobs in
Mongolia.
- Mongolia's state-owned company, Erdenes MGL LLC, will acquire
a 34% interest in the Oyu Tolgoi Project within 14 days of the
approved Investment Agreement taking effect. Ivanhoe Mines will
retain a controlling 66% interest in OT LLC.
- Given the extent of the mineral discoveries associated with
the Oyu Tolgoi Project and the potential for additional
discoveries, Ivanhoe Mines and the Government of Mongolia agreed
that the approved Investment Agreement should conform with the
provision of Mongolia's current Minerals Law specifying that
certain deposits of strategic importance qualify for 30 years of
stabilized tax rates and regulatory provisions, with an option of
extending the term of the Investment Agreement for an additional 20
years. Major taxes and rates stabilized for the life of the
agreement include: corporate income tax, customs duty, value-added
tax; excise tax; royalties; exploration and mining licences; and
immovable property and/or real estate tax.
- In late 2009, the joint Ivanhoe Mines-Rio Tinto Oyu Tolgoi
Technical Committee conditionally approved a $758 million budget
for 2010 to begin full-scale construction of Oyu Tolgoi. The 2010
budget provides for an early start on a site-wide development
program.
- In March 2010, Ivanhoe Mines issued 15 million common shares
to Rio Tinto at C$16.31 per share for total proceeds of C$244.7
million ($241.1 million). Ivanhoe Mines used $195.4 million of the
proceeds received to purchase from Rio Tinto key mining and milling
equipment to be installed during the construction of the Oyu Tolgoi
mining complex. With the transaction, Rio Tinto increased its
ownership in Ivanhoe Mines from 19.6% to 22.4%. Acquisition of the
equipment is another significant step in building one of the
world's largest copper-gold mines.
- In late 2009, Ivanhoe Mines completed the first comprehensive
field test of the Zeus™ proprietary, induced polarization and
resistivity (IP) technology, a technological breakthrough that has
significantly increased the potential for additional gold and
copper resources to be discovered at the Oyu Tolgoi Project.
- Ivanhoe Mines' 57%-owned subsidiary, SouthGobi Energy
Resources (SouthGobi), shipped approximately 1.3 million tonnes of
coal from its Ovoot Tolgoi Mine in southern Mongolia at an average
realized selling price of approximately $29 per tonne. This
compares to 0.1 million tonnes of coal shipped in 2008 at an
average realized selling price of $29 per tonne. This resulted in
$36.0 million of revenue being recognized in 2009 compared to $3.1
million in 2008.
- On January 29, 2010, SouthGobi closed a global equity offering
of 27.0 million common shares at a price of C$17.00 per common
share, for gross proceeds of C$459.0 million to expand SouthGobi's
coal mining and exploration activities in southern Mongolia.
SouthGobi also commenced trading on the Main Board of the Hong Kong
Stock Exchange (HK: 1878), the first Canadian mining company to
have dual listings on the Hong Kong Stock Exchange and the Toronto
Stock Exchange.
- In November 2009, SouthGobi entered into a financing agreement
with a wholly-owned subsidiary of China Investment Corporation for
$500 million in the form of a secured, convertible debenture.
- Ivanhoe Mines' 81%-owned subsidiary, Ivanhoe Australia (ASX:
IVA), discovered a new, high-grade molybdenum and rhenium deposit
at its Merlin Project on its Cloncurry tenements in northwestern
Queensland.
- Ivanhoe Mines, through its 50% interest in Altynalmas Gold
Ltd., is advancing the Kyzyl Gold Project in Kazakhstan, one of the
world's largest undeveloped gold projects. Altynalmas has completed
21,800 metres of a 39,000-metre drilling program intended to
upgrade the mineral resource.
- In 2009, Ivanhoe Mines incurred $177.1 million in exploration
and development activities, compared to $250.6 million in 2008. In
2009, Ivanhoe Mines' exploration activities were largely focused in
Mongolia and Australia.
MONGOLIA: OYU TOLGOI COPPER-GOLD PROJECT
In 2009, Ivanhoe Mines incurred exploration expenses of $107.4
million at Oyu Tolgoi compared to the $156.0 million incurred in
2008. A significant portion of the 2009 expenditures was related
directly to development work. Ivanhoe Mines expects to begin
capitalizing Oyu Tolgoi development costs in the second quarter of
2010.
Rio Tinto increased its interest in Ivanhoe Mines to 22.4%
In March 2010, Ivanhoe Mines issued 15 million common shares to
Rio Tinto at C$16.31 per share, for total proceeds of C$244.7
million ($241.1 million). Ivanhoe Mines used C$198.2 million
($195.4 million) of the proceeds to purchase from Rio Tinto key
mining and milling equipment to be installed during the
construction of the Oyu Tolgoi Project. Ivanhoe Mines will use the
balance of the proceeds, C$46.4 million ($45.7 million), to
purchase additional equipment and for general corporate purposes.
With this transaction, Rio Tinto has increased its ownership in
Ivanhoe Mines from 19.6% to 22.4%.
In October 2009, Rio Tinto had also increased its ownership
interest in Ivanhoe Mines when it completed Tranche 2 of the
original October 2006 private placement financing - consisting of
46,304,473 Ivanhoe Mines shares at $8.38 per share - for proceeds
to Ivanhoe Mines of $388 million. The financing increased Rio
Tinto's equity ownership at that time in Ivanhoe Mines from 9.9% to
19.7%. The proceeds of $388 million will be used to help build and
commission the open-pit mine at Oyu Tolgoi and to advance
development of the underground block-cave mine.
Under the current agreement with Ivanhoe Mines, Rio Tinto has
rights to subscribe for common shares from Ivanhoe Mines'
representing up to 44.3% of Ivanhoe Mines and, during the next 19
months, Rio Tinto may increase this stake to a maximum of 46.6%
through purchases on the open market.
Procedural and administrative conditions have been satisfied
On March 31, 2010, the Mongolian Government confirmed that the
procedural and administrative conditions contained in the
Investment Agreement had been satisfied within the allocated
six-month period that has followed the agreement's official signing
on October 6, 2009. The comprehensive Investment Agreement now has
taken full legal effect.
Ivanhoe Mines and Rio Tinto signed long-term Investment
Agreement with the Mongolian Government to build and operate Oyu
Tolgoi
On October 6, 2009, Ivanhoe Mines, with its subsidiary, Oyu
Tolgoi LLC (OT LLC)(formerly Ivanhoe Mines Mongolia Inc LLC) and
its strategic partner, Rio Tinto, signed and approved the
long-awaited Investment Agreement with the Government of Mongolia.
The agreement established a comprehensive framework for maintaining
a stable tax and operating environment for the construction and
operation of the Oyu Tolgoi Project. The signing, at a
nationally-televised state ceremony, culminated nine years of
exploration successes that have established Oyu Tolgoi as one of
the world's largest, undeveloped copper-gold porphyry projects, and
nearly six years of negotiations with the Government of Mongolia
for an Investment Agreement.
The Government will acquire a 34% interest in Oyu Tolgoi's
licence holder, OT LLC, and Ivanhoe Mines will retain a controlling
66% interest in OT LLC. Provisions of the Investment Agreement
include protection of the parties' investments in the Oyu Tolgoi
Project, the amount and term of the parties' investments in the Oyu
Tolgoi Project, the right to realize the benefits of such
investments, the conduct of mining with minimum environmental
impact and progressive rehabilitation, the social and economic
development of the South Gobi Region and the training and
employment of thousands of new workers in Mongolia.
The Shareholders' Agreement, which was also signed and approved
on October 6, 2009, established the basis upon which the Government
of Mongolia will, through its wholly-state-owned company, Erdenes
MGL LLC (Erdenes), acquire and hold the initial 34% equity interest
in OT LLC and provides for the respective rights and obligations of
the parties as shareholders of OT LLC. The Shareholders\' Agreement
also addresses the circumstances and the requirements pursuant to
which Ivanhoe Mines and Rio Tinto will arrange financing for
Erdenes' portion of the investment capital needed for the
Project.
A 50-year assurance of stability
Given the extent of the mineral discoveries associated with the
Oyu Tolgoi Project and the potential for additional discoveries,
Ivanhoe Mines and the Government of Mongolia agreed that the
approved Investment Agreement should conform with Mongolia's
current Minerals Law specifying that certain deposits of strategic
importance qualify for 30 years of stabilized tax rates and
regulatory provisions, with an option of extending the term of the
Investment Agreement for an additional 20 years.
Major taxes and rates stabilized for the life of the Investment
Agreement include: corporate income tax, customs duty, value-added
tax; excise tax; royalties; exploration and mining licences; and
immovable property and/or real estate tax.
OT LLC also will receive a 10% investment tax credit on all
capital expenditures and investments made throughout the initial
Oyu Tolgoi construction period. Any future taxes introduced will
not be imposed on the Project unless future legislation is more
favourable, in which case Ivanhoe Mines may request the more
favourable treatment. If Mongolia enters a tax or bilateral treaty
that provides greater benefits to the investor, Ivanhoe Mines may
request the benefit of such law, regulation or treaty to help
ensure that a stable taxation and operating environment is
maintained. In addition, Ivanhoe Mines will have the opportunity to
apply a favourable loss-carry-forward benefit to the Project as
previously enacted into law by Parliament and clarified for
application to the Project by the Investment Agreement.
The Mongolian Government will join Ivanhoe Mines and Rio Tinto
as a partner in Oyu Tolgoi
Mongolia's state-owned company, Erdenes, will acquire a 34%
interest in the Oyu Tolgoi Project within 14 days of the approved
Investment Agreement taking effect.
Noteworthy provisions of the approved Investment Agreement and
Shareholders' Agreement also include:
- Ivanhoe Mines will arrange financing for the construction of
Oyu Tolgoi within two years of the Investment Agreement taking
effect. Production must begin within five years of financing being
secured.
- Ivanhoe Mines will fund the construction of the Oyu Tolgoi
Project through loans and equity obtained during the construction
and initial production periods. Ivanhoe Mines will receive loan
repayments, redemption of equity, dividends and interest at a rate
of 9.9% adjusted to the US CPI.
- Erdenes is entitled to nominate three directors and Ivanhoe
Mines will nominate six directors to the nine-member board of
directors of OT LLC.
- Ivanhoe Mines will nominate the management team that will be
responsible for Oyu Tolgoi's core operations. Management services
payments will be received, based on capital and operating costs,
through the construction period and after production begins.
- The Government has the option to purchase an additional equity
interest of 16% of OT LLC, at an agreed upon fair-market value, one
year after the expiry of the initial 30-year term of the Investment
Agreement and following the start of the permitted 20-year
extension. If exercised, this additional equity interest would give
the Government a total maximum interest of 50% of OT LLC for the
remainder of the Oyu Tolgoi Project's operational life. Ivanhoe
Mines would continue to hold management rights over the project and
hold a deciding vote at board and shareholder meetings.
Mongolian Government Treasury Bills purchased
On October 6, 2009, OT LLC agreed to purchase three Treasury
Bills (T-Bills) from the Government of Mongolia, having an
aggregate face value of $287.5 million, for the aggregate sum of
$250 million. The annual rate of interest on the T-Bills is 3.0%.
Each T-Bill will mature on the fifth anniversary from the date of
its respective issuance.
- The initial T-Bill, with a face-value of $115.0 million, was
purchased on October 20, 2009. The purchase price was $100.0
million.
- A second T-Bill, with a face value of $57.5 million, will be
purchased for $50.0 million within 14 days of the satisfying of all
conditions precedent of the Investment Agreement.
- The final T-Bill, having a face value of $115.0 million, will
be purchased for $100.0 million within 14 days of OT LLC fully
drawing down the financing necessary to enable the complete
construction of the Oyu Tolgoi Project, or June 30, 2011, whichever
date is earlier.
Ivanhoe Mines acquires critical mining and milling equipment for
the Oyu Tolgoi copper-gold complex in Mongolia
In March 2010, Ivanhoe Mines used $195.4 million of the $241.1
million of proceeds received from the issue of 15 million common
shares to Rio Tinto to purchase from Rio Tinto key mining and
milling equipment to be installed during the construction of the
Oyu Tolgoi Project.
The equipment includes principal components for the
100,000-tonne-per-day Oyu Tolgoi phase-one copper-gold
concentrator, including two large, 38-foot-diameter,
semi-autogenous grinding (SAG) mills, four ball mills, re-grind
mills, crushers, motors, gearless drives, conveyors and flotation
cells. Also included is the hoist and major components for the
sinking of Shaft #2 - the 10-metre-diameter, main production shaft
for the underground block-cave mine at the Hugo North Deposit.
Much of the equipment originally was ordered by Ivanhoe Mines
from various manufacturers while it was waiting for an Investment
Agreement with the Government of Mongolia. Ivanhoe Mines
subsequently transferred ownership of the equipment to Rio Tinto in
August 2008 under an agreement between the companies. Additional
equipment also was acquired by Rio Tinto directly from suppliers.
At the time, Ivanhoe Mines required funds for the ongoing
development of the Oyu Tolgoi Project. The equipment-sale agreement
with Rio Tinto ensured that the procurement and delivery schedules
for the critical, long-lead-time major mining and milling equipment
were protected while Ivanhoe Mines and Rio Tinto worked with the
Mongolian Government to conclude the mutually-acceptable, long-term
Investment Agreement that was executed in October 2009.
Ivanhoe Mines announces construction budget of US$758 million
for development work in 2010 at Oyu Tolgoi
In late 2009, the joint Ivanhoe Mines-Rio Tinto Oyu Tolgoi
Technical Committee conditionally approved a $758 million budget
for 2010 to begin full-scale construction of Oyu Tolgoi. The budget
for 2010 includes Ivanhoe Mines' repurchase from Rio Tinto of major
items of mining and milling equipment, as discussed in the
preceding section.
The 2010 budget provides for an early start on a site-wide
development program, which is now expected to be implemented
following the successful completion of the conditions precedent to
the effectiveness of the Investment Agreement.
Work in 2010 is planned to include:
- Resumption of the sinking of the 10-metre-diameter Shaft #2,
which will be used to hoist ore to the surface from the deep,
underground, copper-gold-rich Hugo Dummett Deposit.
- Construction of a 97-metre-tall (approximately 31-storey),
reinforced-concrete headframe for Shaft #2.
- Pouring the concrete foundation for the 100,000-tonne-per-day
concentrator and deliveries of building materials for the
concentrator and infrastructure.
- Installation of a 20-megawatt power station and 35-kilovolt
distribution system.
- Initial earthworks for the open-pit mine at the Southern Oyu
deposits.
- Continuation of lateral underground development off Shaft #1
at the Hugo Dummett Deposit.
- Construction of a 105-kilometre highway link to the
Mongolia-China border, which will be fully paved by the time
production begins.
- Construction of a regional airport, with a concrete runway to
accommodate Boeing 737-sized aircraft.
2009 activities at Oyu Tolgoi
In 2009, the main focus for the Oyu Tolgoi Project was
finalizing the Investment Agreement. Other activities included
continuing detailed exploration, expanding underground lateral
development and ensuring the engagement of key management for
construction and operations.
The 1,385-metre Shaft #1 was completed in 2009 and is supporting
the initial development program that is underway for the Hugo North
underground block-cave mine. Lateral development continued in 2009
as planned, including the continuation of the ramp down toward
crusher one. The South characterization drift was completed and
cross-cut three also was developed through to align with the North
characterization drift. The 2009 year-end development rate was 45%
above plan, with 1,074 metres achieved. At the end of 2009, the
underground contractor also moved from one shift to two shifts,
which will allow for 24-hour operation.
Preparatory work also was completed for the establishment of a
raise-bore ventilation hole at Shaft #1. Once completed in July
2011, future lateral development rates will increase by
approximately 75% as this will allow the use of a second mining
fleet.
In addition, surface works for the construction of Shaft #2 were
completed in 2009. Site earthworks were undertaken in preparation
for the laying of the concentrator foundation. An initial
1,800-person construction camp has been built and the construction
warehousing facility is nearing completion.
By December 31, 2009, engineering for the concentrator facility
was 75% complete and engineering for the required infrastructure
was 50% complete. Key management for construction and operations
was engaged in 2009 and is in place in Mongolia in preparation for
the start of full-scale construction.
Ivanhoe Mines has continued to advance mine planning and
engineering. An updated integrated development plan for the Oyu
Tolgoi Project based on the terms of the approved Investment
Agreement is being prepared and will be incorporated into a
technical report that is expected to support an estimate of
underground reserves. The updated integrated development plan is
being prepared for Ivanhoe Mines by Independent Engineers including
several of the world's foremost engineering, mining and
environmental consultants, led by AMEC Minproc Limited and
including Stantec (formerly McIntosh) Engineering.
Oyu Tolgoi Exploration
Oyu Tolgoi exploration continued on the area between Southwest
Oyu and Heruga; Zeus™ IP survey technology deployed in first full
field test
During 2009, Ivanhoe Mines completed 20,024 metres of diamond
drilling on the Oyu Tolgoi Project comprised of 17,060 metres
completed in the area between Southwest Oyu and Heruga (the New
Discovery Zone) and 2,964 metres completed in other parts of Oyu
Tolgoi and the surrounding area.
Two deep holes drilled in the New Discovery Zone have been
successful in intersecting copper and gold mineralization -
OTD1487/OTD1487A completed in 2008 and OTD1495A completed in
September 2009. These holes, in sections 1.5 kilometres apart,
emphasize the importance of the zone. The mineralization at Far
South is rich in bornite and appears to be very similar to that in
the Hugo Dummett Deposit.
Of the other holes drilled, four holes (OTD1487C, OTD1487D,
OTD1492 and OTD1496) targeted induced polarization (IP) anomalies.
All were terminated after intersecting a major
north-northeast-oriented fault, thought to be an extension of the
West Bat Fault that terminates the western side of the Hugo Dummett
deposit. Minor sulfides near the fault are thought to explain the
IP. Four other holes (OTD1493, OTD1493A, OTD1495 and OTD1498)
reached the top of the mineralized zone but were lost due to
drilling difficulties. Two other holes in the northern-most section
drilled (OTD1497 and OTD1499) hit a major fault, with OTD1499
reaching the top of the mineralized section before being faulted
off.
Ivanhoe Mines and GoviEx Gold entered into an agreement to
inaugurate the proprietary Zeus™ high-power technology at Oyu
Tolgoi in an expanded, gradient array IP survey to test the full
extent, on strike and at depth, of the Oyu Tolgoi copper and gold
mineralized trend. To the end of 2009, part of the Oyu Tolgoi
trend, extending from the southern end of the Heruga Deposit to the
northern end of the Hugo Dummett Deposit has been surveyed.
Follow-up drilling targeting the deep IP anomalies defined by the
Zeus technology is continuing.
Ivanhoe Mines files updated Oyu Tolgoi Technical Report
In the Oyu Tolgoi Technical Report, filed on March 31, 2010, on
www.sedar.com, a consolidated resource estimate for the Oyu Tolgoi
Property is reported as follows:
Total Oyu Tolgoi Project Mineral Resources March 2010(1)(2)
(based on a 0.60% copper equivalent (CuEq) cut-off)
---------------------------------------------------------------------------
Contained Metal(4)
Au CuEq -------------------------------
Resource Cu (g/ Mo (3) Cu Au CuEq(3)
Category Tonnes (%) t) (ppm) (%) ('000 lbs) (ounces) ('000 lbs)
---------------------------------------------------------------------------
Measured 101,590,000 0.64 1.10 - 1.34 1,430,000 3,590,000 3,000,000
---------------------------------------------------------------------------
Indic-
ated 1,285,840,000 1.38 0.42 - 1.65 39,120,000 17,360,000 46,770,000
---------------------------------------------------------------------------
Measured
+ Ind-
icated 1,387,430,000 1.33 0.47 - 1.63 40,680,000 20,970,000 49,860,000
---------------------------------------------------------------------------
Inf-
erred 2,367,130,000 0.78 0.33 50 1.02 40,610,000 25,390,000 53,280,000
---------------------------------------------------------------------------
Notes:
(1) Resource classifications conform to CIM Standards on Mineral
Resources and Reserves referred to in National Instrument 43-101.
Mineral Resources that are not Reserves do not have demonstrated
economic viability. Measured and Indicated Resources are that part
of a mineral resource for which quantity and grade can be estimated
with a level of confidence sufficient to allow the application of
technical and economic parameters to support mine planning and
evaluation of the economic viability of the project. An Inferred
Resource is that part of a mineral resource for which quantity and
grade can be estimated on the basis of geological evidence and
limited sampling and reasonably assumed, but not verified,
geological and grade continuity.
(2) This table includes estimated resources on the Hugo North Extension
Deposit and the Heruga Deposit. These deposits are located on
mineral licences owned by Entree but subject to the Entree Joint
Venture. These resources consist of indicated resources of
117,000,000 tonnes grading 1.8% copper and 0.61 g/t gold and
inferred resources of 910,000,000 tonnes grading 0.48% copper and
0.49 g/t gold and a 141ppm molybdenum at a 0.6% cut-off grade on the
combined Hugo North Extension and Heruga Deposits.
(3) CuEq has been calculated using assumed metal prices ($1.35/lb. for
copper and $650/oz for gold and $10/lb for molybdenum); %CuEq. =
Cu+((Au x 18.98)+(Mo x 0.01586))/29.76. Mo grades outside of Heruga
are assumed to be zero for CuEq calculations. The equivalence
formula was calculated assuming that gold and molybdenum recovery
was 91% and copper recovery was 72%.
(4) The contained gold and copper represent estimated contained metal in
the ground and have not been adjusted for the metallurgical
recoveries of gold and copper. Differences in measured and indicated
totals relate to rounding associated with tonnes and grade.
The estimates were based on 3D block models utilizing commercial
mine planning software (MineSite®). Industry-accepted methods were
used to create interpolation domains; these domains were based upon
mineralization and geology. Grade estimation was performed by
ordinary kriging. A separate resource model was prepared for each
of the deposits. Only hypogene mineralization was estimated, with
the exception of a zone of supergene mineralization at Central Oyu.
The estimation plans, or sets of parameters used for estimating
blocks, were designed using a philosophy of restricting the number
of samples for local estimation, as it was found to be an effective
method of reducing smoothing and producing estimates that match the
Discrete Gaussian change-of-support model and ultimately the actual
recovered grade-tonnage distributions.
Modelling consisted of grade interpolation by ordinary kriging.
Only capped grades were interpolated in the Southern Oyu and Hugo
South deposits. Nearest neighbour grades were interpolated for
validation purposes. For copper and gold, on all deposits except
Hugo South, an outlier restriction was used to control the effect
of high-grade composites. In the Southern Oyu deposits, resource
grades also were adjusted to reflect likely occurrences of internal
and contact dilution from unmineralized post-mineral dykes.
Validation procedures included Discrete Gaussian change-of-support
method, comparisons using a nearest neighbour model and visual
checks.
The base case CuEq cut-off grade assumptions for each deposit
were determined using cut-off grades applicable to mining
operations exploiting similar deposits.
MONGOLIA
COAL PROJECTS
SOUTHGOBI ENERGY RESOURCES (57% owned)
Toronto Stock Exchange and Hong Kong Stock Exchange listing;
global equity offering raised C$459 million
On December 3, 2009, SouthGobi began trading on the Toronto
Stock Exchange which replaced its initial listing on the TSX
Venture Exchange (TSX: SGQ).
On January 29, 2010, SouthGobi closed a global equity offering
of 27 million common shares at a price of C$17.00 per common share,
for gross proceeds of C$459 million. The proceeds of the offering
will be used to expand SouthGobi's coal mining and exploration
activities in southern Mongolia and for general corporate
purposes.
In conjunction with the closing of the global equity offering,
SouthGobi commenced trading on the Main Board of the Hong Kong
Stock Exchange (HK: 1878). SouthGobi is the first Canadian mining
company to have dual listings on the Hong Kong Stock Exchange and
the Toronto Stock Exchange.
SouthGobi secured $500 million convertible debenture financing
from China Investment Corporation
In November 2009, SouthGobi entered into a financing agreement
with a wholly-owned subsidiary of China Investment Corporation
(CIC) for $500.0 million in the form of a secured, convertible
debenture bearing interest at 8.0% (6.4% payable in cash and 1.6%
payable in SouthGobi shares, where the number of shares to be
issued is calculated based on the 50-day volume-weighted average
price (VWAP)), with a maximum term of 30 years. The financing
primarily will support the accelerated investment program in
Mongolia and up to $120 million of the financing also may be used
for working capital, repayment of debt due on funding, general and
administrative expenses and other general corporate purposes.
The conversion price is set as the lower of C$11.88 or the
50-day VWAP at the date of conversion, with a floor price of C$8.88
per share.
SouthGobi and CIC each have various rights to call conversion of
the debenture into common shares. CIC has the right to convert the
debenture, in whole or in part, into common shares 12 months after
the date of issue. SouthGobi has the right to call for the
conversion of up to $250 million of the debenture on the earlier of
24 months after the issue date, if the conversion price is greater
than C$10.66, or upon SouthGobi achieving a public float of 25% of
its common shares under certain agreed circumstances, if the
conversion price is greater than C$10.66.
After five years from the issuance date, at any time that the
conversion price is greater than C$10.66, SouthGobi will be
entitled to require conversion of the outstanding convertible
debenture in whole or in part, into common shares at the conversion
price.
On March 29, 2010, CIC, at SouthGobi's request, converted $250.0
million of its convertible debenture into common shares of
SouthGobi at a conversion price of C$11.88 per share. As a result
of the conversion, Ivanhoe Mines' ownership interest in SouthGobi
was reduced to approximately 57%.
Expansion planned for SouthGobi's Ovoot Tolgoi coal mine
SouthGobi is producing and selling coal at its Ovoot Tolgoi
Project in Mongolia's South Gobi Region, 40 kilometres north of the
Shivee Khuren-Ceke crossing at the Mongolia-China border.
During early 2009, SouthGobi and other regional coal exporters,
experienced difficulties expediting coal shipments across the
Mongolia-China border due to sporadic openings at the Shivee
Khuren-Ceke crossing. In January 2009, SouthGobi curtailed
production to preserve cash and to manage stockpiles. By the end of
Q2'09, the operating hours at the border crossing had increased to
11 hours a day, six days a week, enabling SouthGobi to increase its
coal sales and draw down its coal stockpiles. With the increasing
sales and reductions in its coal inventory, SouthGobi resumed
non-stop mining operations effective July 1, 2009.
To increase the amount of coal traffic across the border Chinese
and Mongolian authorities agreed in July 2009 to create a
designated coal transportation corridor at the Shivee Khuren-Ceke
border crossing. This facility is under construction and is
expected to be operational in 2010. When completed, it will permit
coal to be transported across the border through three corridors
that are separate from other, non-coal, border traffic. SouthGobi
believes that these improvements in the border crossing capacity
will allow SouthGobi to continue to substantially increase the
amount of coal shipped into China.
The Ovoot Tolgoi Mine's proximity to the Shivee Khuren-Ceke
border crossing allows SouthGobi's customers to transport coal by
truck on an unpaved road from the minesite to China. SouthGobi is
studying the feasibility of building additional road infrastructure
from the Ovoot Tolgoi complex to the Mongolia-China border.
A north-south railway line in China already connects Ceke with
Jiayuguan City in Gansu Province and with the interior of China.
Another east-west railway line from Ceke to Linhe, an industrial
city in China's eastern Inner Mongolia, is expected to be
operational in 2010. This line is expected to have an initial
transportation capacity of approximately 15 million tonnes per
year, later increasing to 25 million tonnes per year. Coal could be
shipped along this line to Baotou and to ports further to the east,
on China's Bohai Gulf.
In 2009, SouthGobi shipped approximately 1.3 million tonnes of
coal at an average realized selling price of approximately $29 per
tonne. This compares to 0.1 million tonnes of coal shipped in 2008
at an average realized selling price of $29 per tonne. This
resulted in $36.0 million of revenue being recognized in 2009,
compared to $3.1 million in 2008.
Cost of sales was $29.4 million in 2009, compared to $2.2
million for 2008. The increase in cost of sales relates to the
higher sales volume in 2009. In 2008, sales were completed only in
Q4'08, compared to a full year of sales in 2009. Cost of sales is
comprised of the cost of the product sold, mine administration
costs, equipment depreciation, depletion of stripping costs and
stock-based compensation costs.
In 2008, SouthGobi purchased a second fleet of coal-mining
equipment, with some equipment commissioned in Q4'09 and the
remaining equipment scheduled to be commissioned in Q2'10.
Additional equipment will be required as production at the mine
expands, including larger hydraulic shovels, larger dump trucks,
bulldozers and graders. SouthGobi has entered into an agreement for
a third fleet that will be delivered in mid-2010, with an
additional fourth fleet likely to be ordered for 2011. The larger
equipment will increase productivity. However, SouthGobi will
continue to employ the smaller initial fleet in areas of thinner
seams and to supplement the larger equipment.
AUSTRALIA
IVANHOE AUSTRALIA (81% owned)
Ivanhoe Australia incurred exploration expenses of $41.5 million
in 2009, compared to $46.5 million in 2008. The decrease was due to
Ivanhoe Australia's concentrated focus on the Merlin project and a
decrease in its greenfields exploration during the global financial
crisis.
Ivanhoe Australia's key projects, all situated on granted Mining
Leases, are Merlin, Mount Dore and Mount Elliott. During 2009,
drilling was focused on the Merlin infill drilling, exploration
drilling testing the geochemical anomalies extending six kilometres
north of Merlin, and at Lanham's Shaft, where copper previously had
been mined on a small-scale.
Ivanhoe Australia also holds significant equity stakes in, and
joint-venture agreements with, Emmerson Resources Limited
(Emmerson) and Exco Resources Limited (Exco).
Merlin molybdenum and rhenium
The Merlin discovery area now has been tested by 190 drill
holes; assay results are complete for 174 of these holes, including
some historical holes that have been re-assayed for molybdenum and
rhenium. On March 31, 2010, Ivanhoe Australia released a scoping
study on the Merlin deposit.
Merlin is the lower-most mineralized zone in the Mount Dore
Deposit starting near the surface and dipping east at between 45
and 55 degrees. To date, the deposit has been intersected to
approximately 500 metres down-dip. Merlin has an average true
thickness of approximately 20 metres. Mineralization has been found
over a strike length of 1,300 metres in step-out holes; however,
the mineralization thins to the north, where it also is noted that
the copper, zinc and gold content increases.
Drilling down-dip to the east has indicated that the molybdenum
mineralization continues at depth. This has yet to be followed
down-dip further to the east as the focus for drilling during Q4'09
was on infill drilling to maximize the indicated resources and to
further define the high-grade Little Wizard Zone.
Initial metallurgical design testwork has demonstrated that the
molybdenum and rhenium can be readily floated with high recovery
into a bulk concentrate. Samples have been selected to allow full
testing throughout the orebody. These samples are with laboratories
in the United States for variability flotation tests covering all
styles of molybdenum mineralization within the known Merlin
Zone.
The initial design studies and cost estimates for decline access
and mining of Merlin were completed during the year. The final
design of the exploration phase of the decline is underway and
selection of the final decline path requires completion of the
geotechnical investigation. A tender process to select the mining
contractor for the exploratory phase of the Merlin decline was
completed and a preferred contractor selected. The final award of
the exploration decline contract is subject to approval of the
Ivanhoe Australia Board.
Emmerson shareholding and joint-venture agreement
In April 2009, Ivanhoe Australia purchased an initial 10% equity
stake in Emmerson, with the opportunity to increase this to 19.9%.
Ivanhoe Australia also entered into a joint-venture agreement
covering all of Emmerson's tenements in the Tennant Creek Mineral
Field (TCMF), in the Northern Territory. Ivanhoe Australia will
spend A$18 million over three years to earn a 51% equity interest
in the joint venture, which could increase to 70% in particular
projects if certain Mineral Resource thresholds are met.
Emmerson is an Australian mineral exploration company listed on
the Australian Stock Exchange. Emmerson's gold rich tenements in
the TCMF cover approximately 2,700 square kilometres.
Exploration undertaken by Emmerson to date has indicated the
presence of deep IOCG-style targets.
Exco shareholding and joint venture agreement
Ivanhoe Australia has a 20.2% interest in Exco and a joint
venture agreement on various Exco tenements. Exco is an Australian
mineral exploration company listed on the Australian Stock
Exchange. Exco holds extensive exploration tenements in the
Cloncurry copper, uranium and gold region in northwest Queensland
and the White Dam gold project in South Australia.
During 2009, Exco focused on advancing the White Dam project.
Exco secured funding for the White Dam project in September 2009
and construction began in October 2009. White Dam remains on track
for first gold production in Q2'10.
KAZAKHSTAN
Kyzyl Gold Project (50% owned)
In March 2010, Ivanhoe Mines increased its interest from 49% to
50% in Altynalmas Gold Ltd., the company that holds 100% ownership
of the Kyzyl Gold Project. Ivanhoe Mines and its strategic partner
will proceed to advance the project under the Altynalmas Gold
umbrella.
During 2009, Altynalmas Gold established that single-stage
roasting was not to be a long-term technology solution for the
Kyzyl Gold Project that hosts the Bakyrchik and Bolshevik gold
deposits. Altynalmas Gold has engaged consultants to undertake
laboratory bench-scale and pilot test work using a fluidized-bed
roasting technology. This technology involves two stages: a
reductive first stage, followed by an oxidative second stage.
Whereas the reductive first stage volatizes and drives off arsenic,
the oxidative stage oxidizes sulphur and carbon. Following the
completion of the pilot test work, Altynalmas Gold believes that
gold recoveries of up to 90% can be realized in a commercial-scale
plant using this technology.
In September 2009, Altynalmas Gold commenced a 39,000-metre
deep-level drilling program at the Bakyrchik Deposit intended to
upgrade the present mineral resource for inclusion in the
pre-feasibility study and follow on feasibility study. This
drilling program is expected to be completed by April 2011. At the
end of March 2010, 21,800 metres of drilling was completed.
Following sample preparation, samples are to be sent to Canada for
assaying. Initial assay results are expected in April 2010. The
drill work undertaken to date confirms the thickness and extent of
known mineralization.
FINANCIAL RESULTS
In 2009, Ivanhoe Mines recorded a net loss of $280.2 million (or
$0.72 per share), compared to a net loss of $184.1 million (or
$0.49 per share) in 2008, representing an increase of $96.1
million. Results for 2009 were mainly affected by $177.1 million in
exploration expenses, $45.8 million in general and administrative
expenses, $21.6 million in interest expense, $45.0 million in a
change in fair value of embedded derivatives and $45.9 million in a
share of losses of significantly influenced investees. These
amounts were offset by coal revenue of $36.0 million and $34.1
million in mainly unrealized foreign exchange gains.
Exploration expenses of $177.1 million in 2009 decreased $73.5
million from $250.6 million in 2008. The exploration expenses
included $130.9 million spent in Mongolia ($197.6 million in 2008),
primarily for Oyu Tolgoi and Ovoot Tolgoi, and $41.5 million
incurred by Ivanhoe Australia ($46.5 million in 2008). Exploration
costs are charged to operations in the period incurred and often
represent the bulk of Ivanhoe Mines' operating loss for that
period. Ivanhoe Mines expects to commence capitalizing Oyu Tolgoi
development costs in the second quarter of 2010.
Ivanhoe Mines' cash position, on a consolidated basis at
December 31, 2009, was $965.8 million. As at March 31, 2010,
Ivanhoe Mines' current consolidated cash position is approximately
$1.3 billion.
SELECTED QUARTERLY FINANCIAL INFORMATION
This selected financial information is in accordance with U.S.
GAAP, as presented in the annual consolidated financial
statements.
($ in millions of dollars, except per share information)
Quarter Ended
---------------------------------
Dec-31 Sep-30 Jun-30 Mar-31
2009 2009 2009 2009
---------------------------------------------------------------------------
Revenue $9.9 $11.9 $10.7 $3.5
Exploration expenses (67.2) (40.6) (35.2) (34.1)
General and administrative (15.0) (12.5) (10.5) (7.8)
Foreign exchange gains (losses) 2.2 19.5 21.7 (9.3)
Change in fair value of embedded
derivatives (45.0) - - -
Gain on sale of long-term investments - 1.4 - -
Net (loss) income from continuing
operations (138.7) (47.5) (27.0) (63.4)
Income from discontinued operations 9.2 (22.3) 2.1 7.4
Net (loss) income (129.5) (69.8) (24.9) (56.0)
Net (loss) income per share - basic
Continuing operations ($0.35) ($0.12) ($0.07) ($0.17)
Discontinued operations $0.03 ($0.06) $0.00 $0.02
Total ($0.32) ($0.18) ($0.07) ($0.15)
Net (loss) income per share - diluted
Continuing operations ($0.35) ($0.12) ($0.07) ($0.17)
Discontinued operations $0.03 ($0.06) $0.00 $0.02
Total ($0.32) ($0.18) ($0.07) ($0.15)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Quarter Ended
---------------------------------
Dec-31 Sep-30 Jun-30 Mar-31
2008 2008 2008 2008
---------------------------------------------------------------------------
Revenue $3.1 $0.0 $0.0 $0.0
Exploration expenses (73.0) (56.8) (66.0) (54.8)
General and administrative (8.1) (5.1) (7.5) (6.8)
Foreign exchange (losses) gains (40.6) (20.0) (1.0) (1.3)
Writedown of other long-term
investments (18.0) - - -
Gain on sale of long-term investments - - 201.4 -
Net (loss) income from continuing
operations (165.0) (95.8) 119.6 (67.1)
Income from discontinued operations 5.0 7.8 7.9 3.5
Net (loss) income (160.0) (88.0) 127.5 (63.6)
Net (loss) income per share - basic
Continuing operations ($0.44) ($0.25) $0.32 ($0.18)
Discontinued operations $0.01 $0.02 $0.02 $0.01
Total ($0.43) ($0.23) $0.34 ($0.17)
Net (loss) income per share - diluted
Continuing operations ($0.44) ($0.25) $0.29 ($0.18)
Discontinued operations $0.01 $0.02 $0.02 $0.01
Total ($0.43) ($0.23) $0.31 ($0.17)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
QUALIFIED PERSONS
Disclosures of a scientific or technical nature in this release
and the Company's MD&A in respect of each of Ivanhoe Mines'
material mineral resource properties were prepared by, or under the
supervision of, the qualified persons (as that term is defined in
NI 43-101) listed below:
Oyu Tolgoi Project, Stephen Torr, P.Geo, Ivanhoe Mines, Employee
of the Company
Ovoot Tolgoi Project, Stephen Torr, P.Geo, SouthGobi Energy,
Employee of the Company
Ivanhoe Mines' results for the year ended December 31, 2009, are
contained in the audited Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and
Results of Operations, available on the SEDAR website at
www.sedar.com and Ivanhoe Mines' website at www.ivanhoemines.com.
Copies of Ivanhoe Mines' 2009 Annual Report containing the audited
financial statements, and Management's Discussion and Analysis of
Financial Condition and Results of Operations (MD&A), the AIF
and the 40F are available at www.ivanhoemines.com under the
Investors Info page. Shareholders also may request a hard copy of
the Annual Report free of charge by contacting our investor
relations department by phone at +1-604-688-5755 or by email at
info@ivanhoemines.com.
Ivanhoe Mines shares are listed on the Toronto, New York and
NASDAQ stock exchanges under the symbol IVN.
FORWARD-LOOKING STATEMENTS
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of our
beliefs, intentions and expectations about developments, results
and events which will or may occur in the future, constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking information and statements are typically identified
by words such as "anticipate", "could", "should", "expect", "seek",
"may", "intend", "likely", "plan", "estimate", "will", "believe"
and similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to,
statements respecting future equity investments in Ivanhoe Mines by
Rio Tinto; the availability of project financing for the Oyu Tolgoi
Project; expansion of the reserves and resources identified to date
at the Oyu Tolgoi Project; mining plans for the Oyu Tolgoi Project
and the schedule for carrying out and completing construction of
the Oyu Tolgoi Project; the estimated schedule and cost of bringing
the Oyu Tolgoi Project into commercial production; anticipated
future production and cash flows; target milling rates; mining
plans and production forecasts for the Ovoot Tolgoi Coal Project;
the schedule for carrying out and completing an expansion of the
production capability of the Ovoot Tolgoi Coal Project; the
potential improvement of the export conditions at the Shivee
Khuren-Ceke border between Mongolia and China; the planned drilling
program and feasibility study at the Kyzyl Gold Project; the
ability to achieve gold recoveries of up to 90% from a commercial
scale plant at the Kyzyl Gold Project; the impact of amendments to
the laws of Mongolia and other countries in which Ivanhoe Mines
carries on business, particularly with respect to taxation; cost
and outcome of plans to continue the development of non-core
projects, and other statements that are not historical facts.
All such forward-looking information and statements are based on
certain assumptions and analyses made by Ivanhoe Mines' management
in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are appropriate in the
circumstances. These statements, however, are subject to a variety
of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected
in the forward-looking information or statements. Important factors
that could cause actual results to differ from these
forward-looking statements include those described under the
heading "Risks and Uncertainties" elsewhere in this release. The
reader is cautioned not to place undue reliance on forward-looking
information or statements.
This release also contains references to estimates of mineral
reserves and mineral resources. The estimation of reserves and
resources is inherently uncertain and involves subjective judgments
about many relevant factors. The accuracy of any such estimates is
a function of the quantity and quality of available data, and of
the assumptions made and judgments used in engineering and
geological interpretation, which may prove to be unreliable. There
can be no assurance that these estimates will be accurate or that
such mineral reserves and mineral resources can be mined or
processed profitably. Mineral resources that are not mineral
reserves do not have demonstrated economic viability. Except as
required by law, the Company does not assume the obligation to
revise or update these forward-looking statements after the date of
this document or to revise them to reflect the occurrence of future
unanticipated events.
Contacts: Ivanhoe Mines Ltd. - Investors Bill Trenaman
+1.604.688.5755 Ivanhoe Mines Ltd. - Media Bob Williamson
+1.604.331.9830 www.ivanhoemines.com
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