U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
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Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
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For
the fiscal year ended December 31, 2009
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Commission File Number:
[001-32403]
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IVANHOE MINES LTD.
(Exact name of Registrant as specified in its charter)
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Yukon, Canada
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1021
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Not Applicable
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(Province or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification Number)
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incorporation or organization)
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Classification Code Number)
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Suite 654, 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1, (604) 688-5755
(Address and telephone number of registrants principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York
10011
(212) 894-8700
(Name, address and telephone number of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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New York Stock Exchange/
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Common Shares without par value
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Nasdaq Stock Market
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(Title of Class)
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(Exchanges)
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
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Annual Information Form
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Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report:
425,447,552 Common Shares outstanding as of December 31, 2009
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Registrant was required to submit and post such files).
Yes
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No
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The Annual Report on Form 40-F shall be incorporated by reference into, or as an exhibit to, as
applicable, the Registrants Registration statement under the Securities Act of 1933: Form S-8
(File No. 333-160783).
In this annual report on Form 40-F, all funds are quoted in Canadian dollars unless otherwise
indicated.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F:
A. Annual Information Form
For the Annual Information Form of Ivanhoe Mines Ltd. (the Company) for the year ended December
31, 2009, see Exhibit 1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements
For the Companys audited consolidated financial statements for the years ended December 31, 2009
and 2008, including the auditors report with respect thereto, see Exhibit 2 of this Annual Report
on Form 40-F.
C. Managements Discussion and Analysis
For the Companys Managements Discussion and Analysis for the year ended December 31, 2009, see
Exhibit 3 of this Annual Report on Form 40-F.
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 anticipated business
activities; planned expenditures; corporate strategies; proposed acquisitions and dispositions of
assets; discussions with third parties respecting material agreements; 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 Mine; the schedule for carrying out and completing
an expansion of the production capability of the Ovoot Tolgoi Coal Mine; anticipated outcomes with
respect to the ongoing marketing of coal products from the Ovoot Tolgoi Coal Mine; the anticipated
timing of payback of capital invested in the Ovoot Tolgoi Coal Mine; the impact of amendments to
the laws of Mongolia and other countries in which IVN carries on business, particularly with
respect to taxation; the anticipated timing, 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 the Companys 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
2
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 General Development of the Business Risk Factors in the Annual Information Form of the
Company for the year ended December 31, 2009. The reader is cautioned not to place undue reliance
on forward-looking information or statements.
This Annual Report on Form 40-F 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.
NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED,
INDICATED AND INFERRED RESOURCES
This document and the documents incorporated by reference herein have been prepared in accordance
with the requirements of securities laws in effect in Canada, which differ from the requirements of
United States securities laws. Without limiting the foregoing, this document, and the documents
incorporated by reference herein, use the terms measured, indicated and inferred resources.
United States investors are advised that, while such terms are recognized and required by Canadian
securities laws, the SEC does not recognize them. Under current United States standards,
mineralization may not be classified as a reserve unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the time the reserve
determination is made. United States investors are cautioned not to assume that all or any part of
measured or indicated resources will ever be converted into reserves. Further, inferred resources
have a great amount of uncertainty as to their existence and as to whether they can be mined
legally or economically. It cannot be assumed that all or any part of the inferred resources will
ever be upgraded to a higher category. Therefore, United States investors are also cautioned not to
assume that all or any part of the inferred resources exist, or that they can be mined legally or
economically. Disclosure of contained ounces is permitted disclosure under Canadian regulations;
however, the SEC only permits issuers to report resources as in place tonnage and grade without
reference to unit measures. Accordingly, information concerning descriptions of mineralization and
resources contained in this document, or in the documents incorporated by reference, may not be
comparable to information made public by United States companies subject to the reporting and
disclosure requirements of the SEC. National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101) is a rule developed by the Canadian Securities Administrators that
establishes standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Unless otherwise indicated, all reserve and resource
estimates contained in or incorporated by reference in this document have been prepared in
accordance with NI 43-101. These standards differ significantly from the requirements of the SEC,
and reserve and resource information contained herein and incorporated by reference herein may not
be comparable to similar information disclosed by U.S. companies. NI 43-101 permits historical
estimates made prior to the adoption of NI 43-101 that do not comply with NI 43-101 to be disclosed
using the historical terminology if the disclosure: (a) identifies the source and date of the
historical estimate; (b) comments on the relevance and reliability of the historical estimate;
(c) states whether the historical estimate uses categories other than those prescribed by NI
43-101; and (d) includes any more recent estimates or data available.
3
ADDITIONAL DISCLOSURE
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that all relevant
information is gathered and reported to senior management, including the Companys principal
executive officer and principal financial officer, on a timely basis so that appropriate decisions
can be made regarding public disclosure.
As of the end of the Companys fiscal year ended December 31, 2009, an evaluation of the
effectiveness of the Companys disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange
Act)) was carried out by the Companys management with the participation of the principal
executive officer and principal financial officer. Based upon that evaluation, the Companys
principal executive officer and principal financial officer have concluded that as of the end of
that fiscal year, the Companys disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified
in United States Securities and Exchange Commission (SEC) rules and forms, and (ii) accumulated
and communicated to the Companys management, including its principal executive officer and
principal financial officer, to allow timely decisions regarding required disclosure.
It should be noted that while the Companys principal executive officer and principal financial
officer believe that the Companys disclosure controls and procedures provide a reasonable level of
assurance that they are effective, they do not expect that the Companys disclosure controls and
procedures or internal control over financial reporting will prevent all errors and fraud. A
control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Managements Report on Internal Control over Financial Reporting
The required disclosure is included in the Companys Managements Discussion and Analysis for the
year ended December 31, 2009, filed as Exhibit 3 of this Annual Report on Form 40-F.
Changes in Internal Control Over Financial Reporting
During the year ended December 31, 2009, there were no changes in the Companys internal control
over financial reporting that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The Companys independent registered chartered accountants, Deloitte & Touche LLP, have issued an
unqualified opinion on the Companys internal control over financial reporting which is included in
the Companys Audited Consolidated Financial Statements for the year ended December 31, 2009
attached hereto as Exhibit 2.
4
AUDIT COMMITTEE
The Companys board of directors has a separately-designated standing Audit Committee as defined by
Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing the accounting and financial
reporting processes of the Company and audits of the Companys annual financial statements. As of
the date of this annual report, the members of the Audit Committee are Ms. Livia Mahler and Messrs.
David Korbin, Kjeld Thygesen and Dr. Marcus Faber. Mr. Korbin is the Chairman of the Audit
Committee.
Each of the directors serving on the Audit Committee has also been determined by the board of the
Company to be independent within the criteria established by the SEC, the New York Stock Exchange
(the NYSE) and the NASDAQ Stock Market (Nasdaq) for audit committee membership.
AUDIT COMMITTEE FINANCIAL EXPERT
The Companys board of directors has determined that Mr. David Korbin is an audit committee
financial expert (as such term is defined in Form 40-F). In addition, Mr. Korbin is independent,
as that term is defined by the SEC and the NYSE and Nasdaq listing standards. Mr. Korbin holds a
Chartered Accountant designation and has worked as an accounting professional for over 25 years.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a written code of ethics (as that term is defined in Form 40-F), entitled
Code of Business Conduct and Ethics, which applies to all of the Companys employees, executive
officers and directors, including the Companys principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing similar functions. The
Code of Business Conduct and Ethics includes, among other things, written standards for the
Companys principal executive officer, principal financial officer and principal accounting officer
that are required by the SEC for a code of ethics applicable to such officers. To review or obtain
a copy of the Companys Code of Business Conduct and Ethics, see Ethics Point Code of Business
Conduct and Ethics posted on the Companys website, www.ivanhoemines.com. The Code of Business
Conduct and Ethics is also available in print to any shareholder who requests it. Requests for
copies of the Code should be made by contacting: Ivanhoe Mines Ltd., 654 999 Canada Place,
Vancouver, British Columbia, Canada V6C 3E1.
Since the adoption of the Code of Business Conduct and Ethics, there have not been any amendments
to the Code of Business Conduct and Ethics (other than housekeeping amendments to the Code in 2007
to clarify consulting and reporting procedures and to recognize the Companys whistleblower
mechanism) or waivers, including implicit waivers, from any provision of the Code of Business
Conduct and Ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche LLP has served as the Companys auditing firm since January 1995. Fees billed by
Deloitte & Touche LLP and its affiliates during fiscal 2009 and fiscal 2008 were approximately
$2,403,000 and $3,330,000, respectively. The aggregate fees billed by the auditors in
fiscal 2009 and fiscal 2008 are detailed below.
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($ in 000s)
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2009
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2008
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Audit Fees (a)
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$
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873
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$
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1,030
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Audit Related Fees (b)
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1,469
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1,960
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Tax Fees (c)
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26
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43
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All Other Fees (d)
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35
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297
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Total
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$
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2,403
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$
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3,330
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(a)
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Fees for audit services billed or expected to be billed relating to fiscal 2009 and 2008
consisted of:
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audit of the Companys annual statutory financial statements; and
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audit of its subsidiaries, SouthGobi Energy Resources Ltd.s and Ivanhoe Australia
Limiteds, annual statutory financial statements.
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In addition, in 2009 and 2008, fees were paid for services provided in connection with
review pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the required
attestations relating to internal controls.
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(b)
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Fees for audit-related services provided during fiscal 2009 and 2008 consisted of:
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translation services;
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financial accounting and reporting consultations;
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reviews of the interim financial statements of the Company and its subsidiaries; and
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comfort letters, consents, and other services related to SEC, Canadian and other
securities regulatory authorities matters.
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(c)
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Fees for tax services provided during fiscal 2009 and 2008 consisted of income tax compliance
and tax planning and advice relating to transactions and proposed transactions of the Company
and its subsidiaries.
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(d)
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The Company incurred fees of $35,000 and $297,000 for products and services provided by its
principal accountant during fiscal 2009 and 2008 not disclosed in subsections (a), (b) or (c).
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Pre-Approval Policies and Procedures
All services to be performed by the Companys independent auditor must be approved in advance by
the Audit Committee or a designated member of the Audit Committee (Designated Member). The
Designated Member is a member of the Audit Committee who has been given the authority to grant
pre-approvals of permitted audit and non-audit services.
The Audit Committee has considered whether the provision of services other than audit services is
compatible with maintaining the auditors independence and has adopted a policy governing the
provision
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of these services. This policy requires the pre-approval by the Audit Committee or the Designated
Member of all audit and non-audit services provided by the external auditor, other than any de
minimis non-audit services allowed by applicable law or regulation. The decisions of the
Designated Member to pre-approve a permitted service needs to be reported to the Audit Committee at
its regularly scheduled meetings.
Pre-approval from the Audit Committee or Designated Member can be sought for planned engagements
based on budgeted or committed fees. No further approval is required to pay pre-approved fees.
Additional pre-approval is required for any increase in scope or in final fees.
Pursuant to these procedures, 100% of each of the services provided by the Companys external
auditor relating to the fees reported as audit, audit-related, tax and all other fees were
pre-approved by the Audit Committee or the Designated Member.
OFF-BALANCE SHEET ARRANGEMENTS
During the most recent fiscal year, the Company was not a party to any off-balance sheet
arrangements that have or are reasonably likely to have a current or future material effect on its
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading Managements Discussion and Analysis of Financial
Condition and Results of Operations Contractual Obligations, contained in Exhibit 3 to this
Annual Report on Form 40-F, is incorporated by reference herein.
CORPORATE GOVERNANCE PRACTICES
Corporate Governance Practices Compared to NYSE and Nasdaq Listing Standards
The Company has reviewed its corporate governance practices against the requirements of the NYSE
and Nasdaq, and determined that its corporate governance practices do not differ in any significant
way from those followed by U.S. companies under NYSE and Nasdaq listing standards. This includes
the composition of the board of directors, because in excess of one-half of the Companys directors
(seven of twelve directors) are considered independent for purposes of the NYSE and Nasdaq
corporate governance rules. The board of directors has determined the following seven directors to
be independent under the NYSE and Nasdaq corporate governance rules: David Huberman, Markus Faber,
Robert Hanson, Kjeld Thygesen, Howard Balloch, Livia Mahler and David Korbin. All of these
directors are nominees for re-election to the Board at the 2010 annual general meeting scheduled
for May 7, 2010 (the Meeting). Shareholders of the Company will also be asked at the Meeting to
approve a special resolution increasing the maximum number of directors of the Company from twelve
(12) to fourteen (14), and to separately elect one additional director for the ensuing year,
contingent upon the special resolution being passed. Such additional director is expected to
qualify as an independent director under the NYSE and Nasdaq corporate governance rules effective
June 1, 2010. If the special resolution increasing the maximum number of directors of the Company
is passed, the board of directors also intends to appoint, following the Meeting, one further board
member to hold office until the next annual general meeting of the Company, which board member is
also expected to be an independent director for purposes of the NYSE and Nasdaq corporate
governance rules. Therefore following the Meeting, in excess of one-half of the Companys
directors will continue to be considered independent for purposes of the NYSE and Nasdaq corporate
governance rules.
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Presiding Director at Meetings of Non-Management Directors
The Companys board of directors holds regular quarterly meetings and meets as required between the
quarterly meetings. As part of the quarterly meetings, the Companys non-management directors
(as that term is defined in the rules of the NYSE) have the opportunity to meet separate from
management. If required, between regularly scheduled board meetings, a meeting of non-management
directors is held by teleconference to update the directors on corporate developments since the
last Board meeting. David Huberman, the Companys lead director (the Lead Director), serves as
the presiding director at such meetings of non-management directors.
Communication with Non-Management Directors
Shareholders may send communications to the Companys non-management directors by writing to the
Lead Director, c/o Ivanhoe Mines Ltd., 654 999 Canada Place, Vancouver, British Columbia, Canada
V6C 3E1. Communications will be referred to the Lead Director for appropriate action. The status
of all outstanding concerns addressed to the Lead Director will be reported to the board of
directors as appropriate.
Corporate Governance Guidelines
According to NYSE Rule 303A.09 and Rule 4350(n) of the Nasdaq Listed Company Manual, a listed
company must adopt and disclose a set of corporate governance guidelines with respect to specified
topics. Such guidelines are required to be posted on the listed companys website. The Company
has adopted the required guidelines and has posted them on its website at www.ivanhoemines.com.
The required guidelines are available in print to any shareholder who requests them. Requests for
copies of these documents should be made by contacting: Ivanhoe Mines Ltd., 654 999 Canada Place,
Vancouver, British Columbia, Canada V6C 3E1.
Board Committee Mandates
The Mandates of the Companys Audit Committee, Compensation and Benefits Committee and Nominating
and Corporate Governance Committee are each available for viewing on the Companys website at
www.ivanhoemines.com, and are available in print to any shareholder who requests them. Requests
for copies of these documents should be made by contacting: Ivanhoe Mines Ltd., 654 999 Canada
Place, Vancouver, British Columbia, Canada V6C 3E1.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
The Company undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities.
Consent to Service of Process
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X on
December 17, 2003 with respect to the class of securities in relation to which the obligation to
file the Form 40-F arises.
Any change to the name or address of the agent for service of process of the registrant shall be
communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the
Company.
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: March 31, 2010
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IVANHOE MINES LTD.
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By:
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/s/ Beverly A. Bartlett
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Name:
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Beverly A. Bartlett
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Title:
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Vice President and Corporate Secretary
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9
EXHIBIT INDEX
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Exhibit Number
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Document
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1
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Annual Information Form for the year ended December 31, 2009.
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2
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Audited Consolidated Financial Statements of Ivanhoe Mines
Ltd., including the notes thereto, as of and for the years
ended December 31, 2009 and 2008, together with the reports
thereon of the Independent Registered Chartered Accountants.
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3
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Managements Discussion and Analysis of Financial Condition
and Results of Operations.
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23.1
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Consent of Deloitte & Touche LLP, Independent Registered
Chartered Accountants.
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23.2
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Consent of AMEC Minproc Limited.
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23.3
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Consent of Bernard Peters.
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23.4
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Consent of John Vann.
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23.5
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Consent of Dean David.
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23.6
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Consent of Scott Jackson.
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23.7
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Consent of Albert Chance.
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23.8
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Consent of Stephen Torr.
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23.9
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Consent of Norwest Corporation.
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23.10
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Consent of Alister Horn.
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23.11
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Consent of Richard Tifft III.
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31.1
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Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).
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31.2
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Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).
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32.1
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Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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