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                                                                    Exhibit 10.2

                                  FORM 53-901F

               Section 85 (1) -- Securities Act (British Columbia)
                        (or the equivalent thereof under
                   Canadian Provincial Securities Legislation)



1.       REPORTING ISSUER

         Ivanhoe Mines Ltd. ("Ivanhoe")
         World Trade Centre
         Suite 654 - 999 Canada Place
         Vancouver, British Columbia
         V6C 3E1

2.       DATE OF MATERIAL CHANGE

         February 4, 2002

3.       PRESS RELEASE

         Date of Issuance:   February 4, 2002
         Place of Issuance:  Vancouver, British Columbia

4.       SUMMARY OF MATERIAL CHANGE

         Ivanhoe fulfilled its earn-in obligations to acquire 100% of the
         Turquoise Hill (Oyu Tolgoi) mineral exploration project in Mongolia
         (the "Oyu Tolgoi Project") from BHP Minerals International Exploration
         Inc. ("BHP"), by completing a US$3,000,000 first phase exploration
         program on the subject property and paying US$5,000,000 to BHP.

5.       FULL DESCRIPTION OF MATERIAL CHANGE

         BHP holds four non-contiguous mineral exploration licenses in the
         Turquoise Hill area of South Gobi, Mongolia which together comprise the
         Oyu Tolgoi Project.

         On May 5, 2000, Ivanhoe entered into an earn-in agreement (the "Earn-in
         Agreement") with BHP whereunder Ivanhoe could earn a 100% participating
         interest in the Oyu Tolgoi Project by incurring minimum exploration
         expenditures of US$3,000,000 within three years and paying US$5,000,000
         to BHP. Having completed these earn-in obligations, Ivanhoe is deemed
         to have earned a 100% participating interest in the licenses comprising
         the Oyu Tolgoi Project. Ivanhoe remains contractually committed, under
         the terms of the Earn-in Agreement, to complete a second phase
         exploration program by incurring additional expenditures of
         US$3,000,000.

         BHP retains a 2% net smelter returns royalty and certain back-in rights
         which become exercisable if, prior to the completion of the second
         phase exploration program,


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         mineralization meeting certain contractually defined parameters is
         identified. Depending on the quantity of mineralization identified and
         the means by which it is amenable to extraction, BHP would be entitled
         to back-in to either a 40% or a 60% participating interest. In either
         case, BHP would be required to relinquish its 2% net smelter returns
         royalty and pay to Ivanhoe an amount equal to three times the amount
         of exploration expenditures incurred.

         RELIANCE ON SECTION 85 (2) OF THE ACT

         Not applicable

6.       OMITTED INFORMATION

         Not applicable

7.       SENIOR OFFICER

         For further information contact:

         Beverly Bartlett
         Ivanhoe Mines Ltd.
         World Trade Centre
         Suite 654 - 999 Canada Place
         Vancouver, British Columbia
         V6C 3E1

         Telephone:  (604) 688-5755

8.       STATEMENT OF SENIOR OFFICER

         The foregoing accurately discloses the material change referred to
         herein.

         DATED at Vancouver, British Columbia this 12th day of February, 2002.


         IVANHOE MINES LTD.



         Per:       "Beverly Bartlett"
                  --------------------------------------------
                   Beverly Bartlett
                   Corporate Secretary