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                                                                    Exhibit 10.3


                                  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

         March 11, 2002

3.       PRESS RELEASE

         Date of Issuance: March 11, 2002
         Place of Issuance:         Toronto, Ontario

4.       SUMMARY OF MATERIAL CHANGE

         AMEC E&C Services Limited ("AMEC") of Toronto, Ontario has completed an
         independent preliminary copper and gold resource estimate for the
         northern portion of the Southwest Oyu zone of Ivanhoe's Oyu Tolgoi
         mineral exploration project in Mongolia. Dr. Harry Parker of AMEC
         supervised the preparation of the estimate and is an independent
         qualified person for the purposes of National Instrument 43-101 of the
         Canadian Securities Administrators ("NI 43-101").

         AMEC estimated an inferred mineral resource of 587,700,000 tonnes,
         grading 0.53 grams per tonne of gold and 0.41% copper above a cut-off
         grade of 0.3% copper equivalent. The copper equivalent cut-off grade
         has been established at an assumed recovery of 100% of both gold and
         copper and prices of US$300 per ounce for gold and US$0.80 per pound
         for copper.

         AMEC's resource estimate was reviewed and verified by Dr. Gildar J.
         Arseneau, P.Geo. of Roscoe Postle Associates Inc. ("RPA") of Toronto,
         Ontario. Dr. Arseneau is a qualified person for the purposes of
         NI43-101.

5.       FULL DESCRIPTION OF MATERIAL CHANGE

         AMEC has prepared an independent preliminary resource estimate in
         respect of the Southwest Oyu zone of Ivanhoe's Oyu Tolgoi mineral
         exploration project in Mongolia. The estimated mineral resource has
         been classified in accordance with the standards of


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         the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM
         Standards"). The estimate was prepared under the supervision of Dr.
         Harry Parker of AMEC. Dr. Parker is an independent qualified person for
         the purposes of NI 43-101.

         AMEC reported an inferred mineral resource at the Southwest Oyu zone,
         using various copper equivalent cut-off grades, as follows:


<TABLE>
<CAPTION>
                                SOUTHWEST OYU INFERRED MINERAL RESOURCE ESTIMATE
                                               AMEC -- MARCH 2002

CUT-OFF GRADE COPPER    TONNAGE (TONNES)           IN SITU GRADE                   CU                 AU
    EQUIVALENT(1)                               --------------------          (BILLIONS OF         (OUNCES)
         (%)                                                                    POUNDS)
                                                 CU              AU
                                                 (%)            (G/T)
--------------------    ---------------         --------------------           -----------        ----------
<S>                      <C>                   <C>             <C>               <C>              <C>
        0.70              185,100,000           0.63            1.04              2.57             6,189,000

        0.60              259,700,000           0.57            0.86              3.26             7,181,000

        0.50              349,100,000           0.52            0.73              4.00             8,193,000

        0.40              457,800,000           0.46            0.62              4.64             9,126,000

        0.30              587,700,000           0.41            0.53              5.31            10,014,000

        0.20              703,000,000           0.37            0.47              5.73            10,623,000
</TABLE>

         Note: (1) Based on US$300 per ounce gold and US$0.80 per pound copper
         at 100% metal recovery.

         In January 2002, RPA prepared a technical report under NI 43-101 in
         respect of the Oyu Tolgoi property. In an addendum to its technical
         report, RPA reviewed and verified the AMEC mineral resource estimate of
         the Southwest Oyu zone. RPA's review and verification of AMEC's
         resource estimate was undertaken by, or under the supervision of, Dr.
         Gildar J. Arseneau, P.Geo., of RPA. Dr. Arseneau is an independent
         qualified person for the purposes of NI 43-101.

         The Southwest Oyu mineral resource was estimated by AMEC with a
         3-dimensional block model utilizing MineSight(R) a commercial mine
         planning software. To carry out its review of the Southwest Oyu mineral
         resource estimate, RPA converted the 3-dimensional database to
         Gemcom(R), another commercially available mine planning software. RPA
         re-estimated the Southwest Oyu mineral resource using the same and
         different interpolation parameters as utilized by AMEC.


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         The Southwest Oyu database consists of assay data for 32 diamond drill
         holes totalling 16,991 metres. The drill core was logged at the site
         and geological information was transferred to digital files containing
         drill hole survey locations, down hole survey data, geological,
         geophysical and assay data. RPA carried out checks and validations for
         both copper and gold assays. RPA believes that the analytical
         reproducibility of the data is better for copper than gold. The quality
         of the assay database is adequate for the estimation of an inferred
         mineral resource but, until better reproducibility can be demonstrated
         for gold assays, the resource must remain at an inferred level of
         classification. The digital drill hole database is adequate for
         resource estimation and the information collected is in keeping with
         standard industry practices for this type of exploration target.

         The Southwest Oyu block model was organized on an orthogonal grid with
         a 20 metre by 20 metre block size and a 15 metre bench height. Copper
         and gold grades were composited to 15 metres before grade
         interpolation. Each block in the model is comprised of six separate
         models: rock code, density, copper grade, gold grade, copper equivalent
         grade and percent ore. Rock codes were assigned to the block model by
         first constructing 3-dimensional solids of the high grade portion of
         the deposit, the three major post-mineral dikes, the Southwest fault
         zone and the top of the hypogene mineralization. Because the bulk of
         the mineralization is within basaltic andesite, a bulk density of 2.80
         was selected for the resource estimation. RPA recommends that the bulk
         density determination program be continued and expanded to include both
         mineralized and unmineralized samples. Copper and gold values were
         interpolated into the model by ordinary kriging. RPA has reviewed the
         variography study undertaken by AMEC and concurs with its conclusions.

         Interpolation was restricted within zone boundaries. As such, samples
         from zone 1 were not used to interpolate grades into blocks of zone 2
         and vice-versa. A maximum of 15 composites were used to estimate a
         block grade. The minimum number of composites required to estimate a
         block was set at 4 for zone 2 and 3 for zone 1. A maximum of 3
         composites (zone 2) and 2 composites (zone 1) were allowed per drill
         hole.

         RPA re-estimated the mineral resource using the same interpolation
         parameters as defined by AMEC. RPA also estimated the mineral resource
         using inverse distance weighting to the second power to interpolate the
         grades. RPA also re-composited the assay data to 5 metre lengths within
         the geological domains and re-estimated the mineral resource using
         ordinary kriging and inverse distance to the second power.

         Based on the data reviewed, RPA concluded that the mineral resource at
         the Southwest Oyu zone was estimated by AMEC in a manner consistent
         with standard industry practice for this type of deposit. The mineral
         resource for the Southwest Oyu zone is classified as an inferred
         mineral resource in accordance with CIM Standards. The mineral resource
         was reported at CuEQ ($0.80) copper equivalent cut-off grades. The
         copper equivalent was calculated, after copper and gold grades were
         estimated into the block model, using the following formula:


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                   CuEQ ($0.80) = % Cu + (Au g/t * 9.65)/17.64

         The equivalent grade was calculated to reflect a price of US$0.80 per
         pound of copper and US$300 per ounce of gold and 100% metal recovery.
         RPA believes that it is premature at this stage to use an equivalent
         copper grade as cut-off because inadequate metallurgical testing has
         been performed. RPA also believes that some of the mineral resource at
         the Southwest Oyu zone could be re-classified as indicated under CIM
         Standards if better reproducibility could be achieved with the gold
         assays.

         RPA recommends that all assays that returned copper grades in excess of
         0.5% copper should be re-assayed for gold and the mineral resource be
         re-estimated using the new assay data.

         RPA validated the resource model by inspection of plans and sections.
         The plots included drill hole composite values to allow direct
         comparison of composite grades to kriged block values. The checks
         showed good agreement between drill hole composite values and kriged
         model cell values.

         The Oyu Tolgoi project is still at the exploration stage and it is too
         early to assess the possible effect on the resource estimate of factors
         such as environmental, permitting, legal, title, taxation,
         socio-economic, marketing, political or other potential issues. At this
         time, however, RPA has no reason to believe that any of these potential
         issues will be an impediment to development of the project.

         Insofar as the inferred mineral resources estimated in the Southwest
         Oyu zone are not mineral reserves, they do not have demonstrated
         economic viability.

6.       RELIANCE ON SECTION 85 (2) OF THE ACT

         Not applicable

7.       OMITTED INFORMATION

         Not applicable


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8.       SENIOR OFFICER

         For further information please contact:

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

         Telephone:  (604) 688-5755

9.       STATEMENT OF SENIOR OFFICER

         The foregoing accurately discloses the material change referred to
         herein.

         DATED at Vancouver, British Columbia this 21st day of March, 2002.


         IVANHOE MINES LTD.



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