- Report of Foreign Issuer (6-K)
April 12 2010 - 11:58AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
From: April 9, 2010
IVANHOE MINES LTD.
(Translation of Registrants Name into English)
Suite 654 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.)
Form 20-F-
o
Form 40-F-
þ
(Indicate by check mark whether the registrant by furnishing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes:
o
No:
þ
(If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
82-
.)
Enclosed:
Material Change Report
Form 51-102F3
Material Change Report
1.
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REPORTING ISSUER
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Ivanhoe Mines Ltd. (
Ivanhoe
or the
Company
)
654 999 Canada Place
Vancouver, BC V6C 3E1
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2.
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DATE OF MATERIAL CHANGE
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March 31, 2010
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3.
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PRESS RELEASE
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The press release was issued on March 31, 2010 and was disseminated through the facilities
of recognized newswire services.
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4.
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SUMMARY OF MATERIAL CHANGE
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On March 31, 2010, the Government of Mongolia (the Government) announced that the
remaining conditions to the effectiveness of the Investment Agreement dated October 6, 2009
(the Investment Agreement) among the Government, the Company, its subsidiary, Oyu Tolgoi
LLC (OT LLC) and Rio Tinto International Holdings Limited (Rio Tinto) had been
fulfilled. As a result of such conditions having been fulfilled, the terms of the Investment
Agreement became effective as of March 31, 2010 (the Effective Date).
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Within 14 days of the Effective Date, OT LLC must issue to a company wholly-owned by the
Government a number of common shares of OT LLC that, upon issuance, represent 34% of the
then issued and outstanding common shares of OT LLC and must purchase from the Government
for US$50 million a discounted treasury bill with a face value of US$57.5 million.
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5.
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FULL DESCRIPTION OF MATERIAL CHANGE
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On March 31, 2010, the Government announced that the remaining conditions to the
effectiveness of the Investment Agreement among the Government, the Company, its subsidiary,
OT LLC and Rio Tinto had been fulfilled. These conditions included the completion of a
number of corporate transactions intended to establish an efficient foundation for the
operation of the project and the respective interests of the parties, such as tax-related
restructuring of subsidiaries and conversion of certain exploration licences to mining
licences. As a result of such conditions having been fulfilled, the terms of the Investment
Agreement became effective as of the Effective Date.
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The Investment Agreement provides for, among other things, a framework for maintaining a
stable tax and operational environment for the Oyu Tolgoi copper and gold project in
Mongolia (the Oyu Tolgoi Project), protection of the parties investment in the Oyu Tolgoi
Project, the amount and term of the parties investment in the Oyu Tolgoi Project, the right
to realize the benefits of such investment, the undertaking of mining activities with
minimum damage to the environment and human health, the rehabilitation of the environment,
the social and economic development of the Southern Gobi region and the creation of new jobs
in Mongolia.
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OT LLC, two indirect, wholly-owned subsidiaries of the Company through which the Company
holds its interest in OT LLC (the Company Shareholder Subsidiaries) and Erdenes MGL LLC
(Erdenes), a company wholly-owned by the Government are parties to a Shareholders
Agreement dated October 6, 2009 (the Shareholders Agreement). Under the terms of the
Shareholders Agreement, within 14 days of the Effective Date, OT LLC must issue to Erdenes
a number of common shares of OT LLC that, upon issuance, represent 34% of the then issued
and outstanding common shares of OT LLC.
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Pursuant to a treasury bill purchase agreement dated October 6, 2009 (the T-Bill Purchase
Agreement) between OT LLC and the Government, OT LLC agreed to purchase a series of
discounted treasury bills issued by the Government. Under the terms of the T-Bill Purchase
Agreement, OT LLC is required to purchase from the Government, for US$50 million, a
discounted treasury bill with a face value of US$57.5 million within 14 days of the
Effective Date.
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The material terms of the Investment Agreement, the Shareholders Agreement and the T-Bill
Purchase Agreement are summarized in the Companys Annual Information Form dated March 31,
2010. These summaries are qualified in their entirety by reference to the Investment
Agreement, the Shareholders Agreement and the T-Bill Purchase Agreement, copies of which
have been filed, and are available, on SEDAR (www.sedar.com).
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6.
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RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
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Not applicable.
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7.
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OMITTED INFORMATION
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No information has been intentionally omitted from this form.
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8.
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EXECUTIVE OFFICER
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The name and business number of the executive officer of Ivanhoe who is knowledgeable of the
material change and this report is:
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Beverly A. Bartlett
Vice President & Corporate Secretary
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Telephone: (604) 331-9803
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9.
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DATE OF REPORT
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DATED at Vancouver, B.C. this 9
th
day of April 2010.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IVANHOE MINES LTD.
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Date:
April 9, 2010
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By:
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/s Beverly A. Bartlett
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BEVERLY A. BARTLETT
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Vice President &
Corporate Secretary
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