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EXHIBIT 4.1
 IVANHOE ENERGY INC.
 - and -
 CIBC MELLON TRUST COMPANY
 
 Special Warrant Indenture
Dated as of April 7, 2006
Providing for the Issue of Special Warrants
of Ivanhoe Energy Inc.




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TABLE OF CONTENTS
 PageARTICLE 1 INTERPRETATION
    
    
    2ARTICLE 2 ISSUE AND PURCHASE OF SPECIAL WARRANTS
    
    
    6ARTICLE 3 COVENANTS OF THE COMPANY
    
    
    12ARTICLE 4 ADJUSTMENT OF SUBSCRIPTION RIGHTS
    
    
    15ARTICLE 5 EXERCISE AND CANCELLATION OF SPECIAL WARRANTS
    
    
    20ARTICLE 6 MEETINGS OF SPECIAL WARRANTHOLDERS
    
    
    25ARTICLE 7 SUPPLEMENTAL AGREEMENTS, MERGER, SUCCESSORS
    
    
    30ARTICLE 8 CONCERNING THE TRUSTEE
    
    
    31ARTICLE 9 NOTICE AND CERTIFICATES
    
    
    36ARTICLE 10 GENERAL PROVISIONS
    
    
    39




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THIS SPECIAL WARRANT INDENTURE
 BETWEEN:
 IVANHOE ENERGY INC.
  AND:
 CIBC MELLON TRUST COMPANY
  WHEREAS:
 (A)
    
    terms used in these recitals which are not otherwise defined have the meanings assigned to
them in Article 1;(B)
    
    the Company proposes to create and issue Special Warrants to be constituted and issued in the
manner set forth herein;(C)
    
    the Company is authorized to create and issue the Special Warrants;(D)
    
    each Special Warrant will entitle the holder to acquire upon exercise or deemed exercise
thereof, and without payment of any additional consideration, one Common Share and one
Warrant;(E)
    
    the Company represents to the Trustee that all necessary resolutions of the directors of the
Company have been duly enacted, passed or confirmed and all other proceedings taken and
conditions complied with to authorize the execution and delivery of this Indenture and the
execution and issue of the Special Warrants and to make the same legal and valid and binding
on the Company in accordance with the laws relating to the Company and the Trustee shall not
be liable for or by reason of any statements of fact or recitals in this Indenture and all
such statements are and shall be deemed to be made by the Company;(F)
    
    the foregoing recitals are made as representations and statements of fact by the Company and
not by the Trustee;(G)
    
    the Trustee has agreed to act as trustee for the Special Warrantholders on the terms and
conditions herein set forth; and(H)
    
    all things necessary have been done and performed to make the Special Warrants, when
certified by the Trustee and issued as in this Indenture provided, legal, valid and binding
upon the Company with the benefits of and subject to the terms of this Indenture.




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2 NOW THEREFORE
 ARTICLE 1
INTERPRETATION
 Definitions
 (a)
    
    Applicable Legislation has the meaning set forth in Section 8.15;(b)
    
    Applicable Securities Laws means, collectively, the applicable securities
laws of the Qualifying Provinces, the securities laws of the United States and the
states thereof, the regulations, rules, rulings and orders made thereunder, the
applicable policy statements issued by the securities regulatory authorities in the
Qualifying Provinces, the United States Securities and Exchange Commission and the
securities legislation and policies of each other relevant jurisdiction;(c)
    
    Business Day means any day except Saturday, Sunday or a statutory or banking
holiday in Vancouver, British Columbia;(d)
    
    Certificate of the Company means a certificate signed by any one of the
President, Vice-President, Secretary or Chief Financial Officer of the Company in
accordance with Section 9.5;(e)
    
    Closing Date means the date or dates on which Special Warrants are issued
pursuant to the terms of the applicable subscription agreement between the Company and
the subscriber of such Special Warrants;(f)
    
    Common Shares means, collectively, the fully paid and non-assessable common
            shares in the capital of the Company as presently constituted;(g)
    
    Companys auditors means the firm of accountants appointed by the
shareholders of the Company as the auditors of the Company from time to time;(h)
    
    counsel means a barrister and solicitor or a firm of barristers and
solicitors retained by the Trustee or retained by the Company and acceptable to the
Trustee;(i)
    
    Current Market Price in respect of a Common Share at any date means the
weighted average price of a Common Share for any twenty-five (25) consecutive trading
days ending on the third trading day before such date, on such primary stock exchange
on which the Common Shares are then listed as may be selected for such purpose by the
directors of the Company or, if the Common Shares are not then listed on more than one
stock exchange, on such stock exchange on which the Common Shares are then listed or if
the Common Shares are not then listed on any stock exchange, on the over-the-counter
market, or, if the Common Shares are not then traded in the over-the-counter market,
the Current Market




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3 Price of the Common Shares shall be the fair value of a Common Share as determined
by the directors of the Company, after consultation with a nationally and
internationally recognized investment banking firm with respect to the fair value of
such securities. The weighted average price shall be determined by dividing the
aggregate sale price of all the Common Shares sold on the said exchange or market,
as the case may be, during the said twenty-five (25) consecutive trading days by the
total number of Common Shares so sold provided that, if the date for which the
Current Market Price to be determined is a record date for an event relating to the
Common Shares (other than a record date in respect of a meeting of shareholders) the
said twenty-five (25) consecutive trading days shall be determined as at, and shall
not include, the five (5) trading days immediately preceding such record date;(j)
    
    director means a director of the Company for the time being and reference
without more to action by the directors means action by the directors of the Company as
a board or, whenever duly empowered, action by a committee of the board;(k)
    
    Exercise Date has the meaning set forth in Section 5.2 of this Indenture;(l)
    
    Expiry Date means the date which is the fifth (5th) Business Day
following the earlier of (i) the Qualification Date, or (ii) the four month anniversary
of the Closing Date;(m)
    
    Expiry Time means 5:00 p.m. (Vancouver time) on the Expiry Date;(n)
    
    Extraordinary Resolution has the meaning attributed to it in Sections 6.10
and 6.13 hereof;(o)
    
    Indenture, hereto, hereunder, hereof, hereby and similar expressions
mean or refer to this Indenture and not to any particular Article, Section, Subsection,
paragraph, clause, subdivision or portion hereof and include any agreement, deed or
instrument supplemental or ancillary hereto and the expressions Article, Section,
Subsection and paragraph followed by a number mean and refer to the specified
Articles, Sections, Subsections or paragraphs of this Indenture;(p)
    
    person means any entity whatsoever including, without limitation, an
individual, a corporation, a partnership, a trust, an unincorporated organization, a
syndicate and words importing persons have a similar meaning;(q)
    
    Proceeds means a sum of money equal to the Subscription Price multiplied by
the aggregate number of Special Warrants issued pursuant to this Indenture;(r)
    
    Prospectus, as the context may require, means the preliminary or final
version of the prospectus to be filed in the Qualifying Provinces relating to the
distribution of the Common Shares and Warrants to the Special Warrantholders




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4 upon
exercise of the Special Warrants and, unless the context otherwise requires, includes any
amendments or supplements thereto;(s)
    
    Qualification Date means the date on which a receipt has been issued by the
securities commission in each of the Qualifying Provinces for the final Prospectus
qualifying the Common Shares and Warrants to be issued upon the exercise of the Special
Warrants;(t)
    
    Qualifying Provinces means the Province of British Columbia and each of the
other provinces of Canada, if any, in which the Special Warrantholders are resident
based on the register maintained by the Trustee pursuant to Section 2.2;(u)
    
    Regulation S means Regulation S under the U.S. Securities Act;(v)
    
    Special Warrant Certificate means a certificate substantially in the form
attached hereto as Schedule A evidencing one or more Special Warrants;(w)
    
    Special Warrantholder or holder means the registered holder of a Special
Warrant hereunder;(x)
    
    Special Warrants means, collectively, the special warrants of the Company
issued and certified hereunder entitling holders thereof to receive, upon the exercise
or deemed exercise thereof and subject to adjustment hereunder, one Common Share and
one Warrant, or such other kinds and amounts of securities or property determined
pursuant to Article 4 hereof;(y)
    
    Subscription Price means the sum of U.S.$2.23 per Special Warrant;(z)
    
    subsidiary of the Company means a corporation of which voting securities
carrying a majority of votes attached to all outstanding voting securities are owned,
directly or indirectly, by the Company or by one or more subsidiaries of the Company,
or by the Company and one or more subsidiaries of the Company, and, as used in this
definition, voting securities means securities, other than debt securities, carrying a
voting right to elect directors either under all circumstances or under some
circumstances that may have occurred and are continuing;(aa)
    
    TSX means the Toronto Stock Exchange;(bb)
    
    Underlying Securities means the Common Shares and Warrants issuable upon the
exercise or deemed exercise of the Special Warrants;(cc)
    
    United States means the United States as that term is defined in Rule 902
of Regulation S;(dd)
    
    U.S. Person means a U.S. Person as defined in Rule 902 of Regulation S;




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5 (ee)
    
    U.S. Securities Act means the United States Securities Act of 1933, as
amended;(ff)
    
    Warrants means common share purchase warrants of the Company, of which one
(1) such common share purchase warrant entitles the holder to purchase one (1) Common
Share at a price of U.S.$2.63 at any time on or before the fifth anniversary of the
Closing Date; and(gg)
    
    written direction of the Company, written order of the Company and any
other document required to be signed by the Company, mean, respectively, a written
direction, order or request, consent or other document signed in the name of the
Company by any of the President, the Vice-President, the Secretary or the Chief
Financial Officer of the Company, and may consist of one or more instruments so
executed.
 Headings
 Gender
 Business Day
 Meaning of Outstanding
 Time
 Applicable Law




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6 Currency
 ARTICLE 2
ISSUE AND PURCHASE OF SPECIAL WARRANTS
 Creation and Issue of Special Warrants
 Form and Terms of Special Warrants




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7 Transfer and Ownership of Special Warrants
 (a)
    
    the executor, administrator, heir or legal representative of the heirs of the
estate of a deceased Special Warrantholder;(b)
    
    a guardian, committee, trustee, curator or tutor representing a Special
Warrantholder who is an infant, an incompetent person or a missing person;(c)
    
    a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or(d)
    
    a transferee of a Special Warrantholder who provides the Trustee with evidence
satisfactory to the Trustee and the Company, acting reasonably, including but not
limited to a properly completed and executed declaration attached as Exhibit A to the
transfer form attached to the Special Warrant Certificate, that such transferee is/was
either: (i) not in the United States at the time the buy order for the Special Warrants
was executed, not acquiring the Special Warrants for the account or benefit of a U.S.
Person or a person in the United States and was not offered the Special Warrants in the
United States, or (ii) a person that has purchased or acquired Special Warrants in a
transaction exempt from registration under the U.S. Securities Act and has provided the
Company with satisfactory evidence of the availability of such exemption which shall
include an opinion of counsel reasonably acceptable to the Company that such
transaction was exempt from registration under any applicable securities laws of any
state of the United States and that the securities laws of any other applicable
jurisdiction(s) have been complied with in relation to the transfer of the Special
Warrants involved,




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8  IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR
MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. NO OFFER OR SALE OF THESE SECURITIES
SHALL BE MADE TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON FOR A
PERIOD OF FORTY (40) DAYS STARTING ON THE DATE ON WHICH THE DISTRIBUTION OF THESE
SECURITIES IS COMPLETED, BEING APRIL 7, 2006.
 THIS SPECIAL WARRANT AND THE COMMON SHARES AND WARRANTS ISSUABLE UPON EXERCISE OF
THIS SPECIAL WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES. THIS SPECIAL WARRANT MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS
THIS SPECIAL WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE
THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE SECURITIES LAWS
OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. NO OFFER OR SALE OF THESE SECURITIES SHALL BE MADE TO A
U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON FOR A PERIOD OF FORTY
(40) DAYS STARTING ON THE DATE ON WHICH THE DISTRIBUTION OF THESE SECURITIES IS
COMPLETED, BEING APRIL 7, 2006.
  IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE AUGUST 8, 2006.




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9 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO
STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE
SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT GOOD DELIVERY IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.
  THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES
OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES
UNLESS THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE
THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE
SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
  Special Warrantholders Not Shareholders
 Signing of Special Warrants




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10  Countersigning
 Loss, Mutilation, Destruction or Theft of Special Warrants
  Issue of Special Warrants




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11  Fractions
 Special Warrants to Rank Pari Passu
 Exchange of Special Warrants
 (a)
    
    Special Warrant Certificates may, upon compliance with the reasonable
requirements of the Trustee, be exchanged for Special Warrant Certificates in any other
authorized denomination representing in the aggregate the same number of Special
Warrants. The Company shall sign and the Trustee shall countersign, in accordance with
Section 2.5 and 2.6, all Special Warrant Certificates necessary to carry out the
exchanges contemplated herein;(b)
    
    Special Warrant Certificates may be exchanged only at the principal stock
transfer office of the Trustee in the City of Vancouver. Any Special Warrant
Certificates tendered for exchange shall be surrendered to the Trustee and cancelled;
and(c)
    
    the Trustee may charge registered holders requesting an exchange a reasonable
sum for each Special Warrant Certificate exchanged and payment of such charges and
reimbursement of the Trustee or the Company for any and all taxes or governmental or
other charges required to be paid shall be made by the party requesting such exchange
as a condition precedent to such exchange.
 Recognition of Registered Holder




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12 Cancellation of Surrendered Special Warrants
 ARTICLE 3
COVENANTS OF THE COMPANY
 Covenants of the Company
 (a)
    
    To Issue Special Warrants and Reserve Common Shares and Warrants: The
Company is duly authorized to create and issue the Special Warrants and the Special
Warrant Certificates, when issued and countersigned as herein provided, will be valid
and enforceable against the Company and, subject to the provisions of this Indenture,
the Company will reserve a sufficient number of the Common Shares and Warrants from
time to time issuable pursuant to the Special Warrants under this Indenture and cause
the certificates representing such Common Shares and Warrants to be duly issued and
delivered in accordance with instructions on the Special Warrant Certificates and the
terms hereof. At all times prior to the Expiry Time, while any of the Special Warrants
are outstanding, the Company shall reserve and allot and conditionally issue out of its
authorized capital a number of Common Shares sufficient to enable the Company to meet
its obligation to issue Common Shares in respect of the exercise or deemed exercise of
all Special Warrants outstanding hereunder from time to time and in respect of the
exercise of all Warrants outstanding thereafter. All Common Shares issued pursuant to
the exercise or deemed exercise of the Special Warrants and all Common Shares issued
upon the due exercise of the Warrants shall be fully paid and non-assessable.(b)
    
    To Pay Trustees Remuneration: The Company will pay to the Trustee from
time to time reasonable remuneration for its services hereunder and will, upon the
Trustees request, pay to or reimburse the Trustee for all reasonable expenses,
disbursements and advances made or incurred by the Trustee in the administration or
execution of the trust hereof (including the compensation and disbursements of its
counsel and other advisors and assistants not regularly in its employ), both before a
default hereunder and thereafter until all duties of the Trustee hereunder have been
finally and fully performed.(c)
    
    To Execute Further Assurances: The Company will do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all
other acts, deeds and assurances in law as the Trustee may reasonably require for
effecting the intentions and provisions of this Indenture.




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13 (d)
    
    To Carry on Business: Subject to the express provisions hereof, the
Company will at all times maintain its corporate existence, carry on and conduct and
will cause to be carried on and conducted its business in the same manner as heretofore
carried on and conducted, provided, however, that the Company or any subsidiary of the
Company may dispose of any business, premises, property or operation if in the
reasonable opinion of the directors or officers of the Company or any subsidiary of the
Company, as the case may be, it would be advisable and in the best interests of the
Company or any subsidiary of the Company to do so; and subject to the express
provisions hereof, it will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, provided, however, that (subject
to compliance with the provisions of Article 4 hereof) nothing herein contained shall
prevent the amalgamation, consolidation or merger of the Company or any subsidiary of
the Company or the abandonment of any rights and franchises of the Company or any
subsidiary of the Company if, in the reasonable opinion of the directors or officers of
the Company, or the directors or officers of any subsidiary of the Company, as the case
may be, it would be advisable and in the best interests of the Company or of such
subsidiary of the Company to do so. The Company will keep or cause to be kept proper
books of account in accordance with generally accepted accounting practice and will
file with the Trustee copies of all annual statements of the Company furnished to its
shareholders after the date hereof, forthwith following delivery to its shareholders.(e)
    
    To Deliver Information: The Company will send to each Special
Warrantholder copies of all financial statements and other materials furnished from
time to time to holders of Common Shares after the date hereof.(f)
    
    Performance of Covenants By Trustee: If the Company shall fail to
perform any of its covenants contained in this Indenture the Trustee may notify the
Special Warrantholders of such failure on the part of the Company or may itself perform
any of the said covenants capable of being performed by it, but, subject to Section 8.3
hereof, the Trustee shall be under no obligation to do so or to notify any Special
Warrantholder. All sums reasonably expended or advanced by the Trustee in performance
of its rights provided for in this Subsection 3.1(f) shall be repayable as provided in
Subsection 3.1(b). No such performance, expenditure or advance by the Trustee shall be
deemed to relieve the Company of any default hereunder.(g)
    
    Filings: The Company undertakes to file or cause to be filed all forms
or undertakings required to be filed by the Company in connection with the issuance and
sale of the Special Warrants so that the distribution of the Special Warrants may
lawfully occur in Canada. All fees payable in connection with such filings shall be at
the sole expense of the Company.(h)
    
    Reporting Issuer Status: The Company is a reporting issuer under the
laws of each of the Qualifying Provinces, is not in default of any requirements of such




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14 laws and will use reasonable efforts to remain a reporting issuer under the securities
laws of each of the Qualifying Provinces, not in default of any requirement of such
laws.(i)
    
    Stock Exchange Listing: The Company will use reasonable efforts to
ensure that the Common Shares issuable upon exercise or deemed exercise of the Special
Warrants or Warrants will, as soon as practicable after the Closing Date and in any
event shall use its commercially reasonable best efforts to do so within 30 days after
the Closing Date, be listed and posted for trading on the TSX. The Company covenants
to use reasonable efforts to maintain the listing of the Common Shares on such stock
exchange.(j)
    
    Filing Prospectus: The Company will use reasonable efforts, as soon as
possible after the Closing Date, to prepare, file and receive a receipt for a
preliminary Prospectus in each of the Qualifying Provinces. If a preliminary
Prospectus is filed and a receipt obtained therefore, the Company will use reasonable
efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in
respect of the preliminary Prospectus and, as soon as practicable after such comments
or deficiencies have been resolved or satisfied and in any event shall use its
commercially reasonable best efforts to do so within 30 days after the Closing Date,
shall use reasonable efforts to prepare, file and obtain a receipt from the securities
commission or similar regulatory authority in each of the Qualifying Provinces for the
final Prospectus and will take all other steps and proceedings that may reasonably be
necessary in order to qualify the Underlying Securities issuable upon exercise or
deemed exercise of the Special Warrants for distribution in the Qualifying Provinces to
the Special Warrantholders.(k)
    
    Performance of Indenture: The Company will well and truly perform and
carry out all of the acts or things to be done by it as provided in this Indenture.
 Notice of Prospectus
 Suits by Special Warrantholder




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15 Securities Qualification Requirements
 (a)
    
    If, in the opinion of counsel, any instrument (not including a prospectus,
except as contemplated by Section 3.1 hereof) is required to be filed with or any
permission, order or ruling is required to be obtained from any securities regulatory
authority or any stock exchange or any other actions are required under any Canadian
federal law or any provincial law of the Qualifying Provinces or any stock exchange
rules before any securities or property, including Underlying Securities which a
Special Warrantholder is entitled to receive pursuant to the exercise or deemed
exercise of a Special Warrant may properly and legally be issued and delivered upon the
exercise or deemed exercise of a Special Warrant thereafter traded, the Company
covenants that it will use reasonable efforts to file such instrument, obtain such
permission, order or ruling or take all such other actions at its expense, as is
required or appropriate in the circumstances.(b)
    
    The Company will give written notice of, and will make all necessary filings in
respect of, the issue of the Underlying Securities pursuant to the exercise or deemed
exercise of Special Warrants, in such detail as may be required, to any stock exchange
upon which the Common Shares may be listed or to the securities regulatory authority in
any of the Qualifying Provinces if there is therein any legislation, ruling or order
requiring the giving of any such notice or the making of any such filings in order that
the subsequent disposition of the Underlying Securities so issued will not be subject
to the prospectus requirements of such legislation, ruling or order (subject to any
hold periods applicable to Underlying Securities issued pursuant to the exercise of
Special Warrants prior to the Expiry Date).(c)
    
    The Company has no obligation to register or qualify the Special Warrants or
the Underlying Securities under the U.S. Securities Act or the securities laws of any
state of the United States.
 Trustee May Institute Proceedings.
 ARTICLE 4
ADJUSTMENT OF SUBSCRIPTION RIGHTS
 Adjustment of Subscription Rights
 (a)
    
    if and whenever at any time from the date hereof and prior to the Expiry Time,
the Company shall:




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16 
 (i)
    
    subdivide its outstanding Common Shares into a
greater number of shares; or(ii)
    
    consolidate its outstanding Common Shares into a
smaller number of shares;
  (b)
    
    if and whenever at any time from the date hereof and prior to the Expiry Time,
the Company shall issue or distribute to the holders of all or substantially all of the
Companys outstanding Common Shares or any securities of the Company including rights,
options or warrants to acquire shares of the Company or securities convertible into or
exchangeable for shares of the Company or property or assets including cash or
evidences of indebtedness, the holder of any Special Warrant who thereafter shall
exercise or be deemed to have exercised his right to subscribe for the Underlying
Securities thereunder shall be entitled to receive, at no cost to such holder, and
shall accept for the same aggregate consideration, in addition to the Underlying
Securities to which he was theretofore entitled upon such exercise or deemed exercise,
the kind and amount of securities or property which such holder would have been
entitled to receive as a result of such issue or distribution as if, on the effective
date thereof, he had been the registered holder of the number of Underlying Securities
to which he was theretofore entitled upon such exercise or deemed exercise and if
determined appropriate by the directors, appropriate adjustments shall be made as a
result of any such issue or distribution to the rights and interests of Special
Warrantholders thereafter so that the provisions of this Article 4 shall thereafter
apply correspondingly to any securities or other property thereafter deliverable upon
the exercise or deemed exercise of any Special Warrant and any such adjustments shall
be made by and set forth in an agreement supplemental hereto approved by the directors
and shall for all purposes be conclusively deemed to be appropriate adjustments;(c)
    
    if and whenever at any time from the date hereof and prior to the Expiry Time,
there is a reclassification of the Common Shares or a capital reorganization of the
Company other than as described in Subsections 4.1(a) or (b) or a consolidation,
amalgamation or merger of the Company with or into any other body corporate, trust,
partnership or other entity, or a sale or conveyance of the property and assets of the
Company as an entirety or substantially as an entirety, any Special Warrantholder who
has not exercised his right of subscription prior to the effective date of such
reclassification, reorganization, consolidation,




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17 amalgamation, merger, sale or conveyance, upon the exercise or deemed exercise of such right thereafter,
shall be entitled to receive and shall accept the kind and number of securities or
property that such Special Warrantholder would have been entitled to receive on such
reclassification, capital reorganization, consolidation, amalgamation, merger, sale
or conveyance, if, on the record date or the effective date thereof, as the case may
be, the Special Warrantholder had been the registered holder of the number of
Underlying Securities receivable upon the exercise or deemed exercise of Special
Warrants then held, subject to adjustment thereafter in accordance with provisions
the same, as nearly as may be possible, as those contained in this Section 4.1;
provided that no such action shall be carried into effect unless all necessary steps
shall have been taken so that the holders of the Special Warrants shall thereafter
be entitled to receive such kind and number of securities and property. The
Company, its successor, or the purchasing body corporate, partnership, trust or
other entity, as the case may be, shall, as a condition precedent to any such
reclassification, reorganization, consolidation, amalgamation, merger, sale or
conveyance, take all necessary steps hereunder to enter into an agreement which
shall provide, to the extent possible, for the application of the provisions set
forth in this Indenture with respect to the rights and interests thereafter of the
Special Warrantholders to the end that the provisions set forth in this Indenture
shall thereafter correspondingly be made applicable, as nearly as may reasonably be,
with respect to any shares other securities or property to which a Special
Warrantholder is entitled on the exercise or deemed exercise of his Special Warrants
thereafter. Any agreement entered into between the Company and the Trustee pursuant
to the provisions of this Subsection 4.1(c) shall be a supplemental agreement
entered into pursuant to the provisions of Article 7 hereof. Any agreement entered
into between the Company, any successor to the Company or any purchasing body
corporate, partnership, trust or other entity and the Trustee shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided in this Section 4.1 and which shall apply to successive
reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or
conveyances;(d)
    
    in any case in which this Section 4.1 shall require that an adjustment shall
become effective immediately after a record date for an event referred to herein, the
Company may defer, until the occurrence of such event, issuing to the holder of any
Special Warrant exercising or deemed to be exercising his subscription rights after
such record date the additional securities or property issuable upon such exercise or
deemed exercise by reason of the adjustment required by such event; provided, however,
that the Company shall deliver to such holder an appropriate instrument evidencing such
holders right to receive such additional securities or property, as the case may be,
upon the occurrence of the event requiring such adjustment and the right to receive any
distributions made on such additional securities or property, as the case may be,
declared in favour of holders of record of such securities or property, as the case may
be, on and after the date of exercise or deemed exercise or such later date as such
holder would but for the provisions




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18 of this Subsection 4.1(d), have become the holder of record of such additional
securities or property, as the case may be, pursuant to the exercise or deemed
exercise of the Special Warrants held by such holder;(e)
    
    after any adjustment pursuant to this Section 4.1, the term Underlying
Securities where used in this Indenture shall be interpreted to mean securities of any
class or classes which, as a result of such adjustment and all prior adjustments
pursuant to this Section 4.1, a Special Warrantholder is entitled to receive upon the
exercise or deemed exercise of such holders Special Warrants, and the number of Common
Shares and Warrants indicated in any exercise made pursuant to a Special Warrant shall
be interpreted to include the number of other securities or property a Special
Warrantholder is entitled to receive, as a result of such adjustment and all prior
adjustments pursuant to this Section, upon the full exercise or deemed exercise of a
Special Warrant;(f)
    
    all shares of any class or other securities or property which a Special
Warrantholder is at the time in question entitled to receive on the full exercise or
deemed exercise of his Special Warrant, whether or not as a result of adjustments made
pursuant to this Section 4.1 shall, for the purposes of the interpretation of this
Indenture, be deemed to be Underlying Securities which such Special Warrantholder is
entitled to subscribe for pursuant to the exercise or deemed exercise of such Special
Warrant;(g)
    
    anything in this Section 4.1 to the contrary notwithstanding, no adjustment
shall be made in the subscription rights attached to the Special Warrants if the issue
of Common Shares is being made pursuant to any stock option or stock purchase plan in
force from time to time or any other currently existing obligation of the Company
disclosed to the Special Warrantholders and the Trustee on or prior to the date hereof;
and(h)
    
    in the event of any question arising with respect to the adjustments provided
for in this Section 4.1 such question shall be conclusively determined, subject to the
consent of any stock exchange upon which the Common Shares are then listed, by a firm
of chartered accountants appointed by the Company and acceptable to the Trustee (which
may be the Companys auditors). Such accountants shall have access to all necessary
records of the Company, and such determination shall be binding upon the Company, the
Trustee, all Special Warrantholders and all other persons interested therein. In the
event that any such determination is made, the Company shall deliver a certificate to
the Trustee describing such determination;




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19 Proceedings Prior to any Action Requiring Adjustment.
 Certificate of Adjustment.
 Adjustment Rules
  Notice of Special Matters.




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20  No Action after Notice.
 Protection of Trustee.
 (a)
    
    shall not at any time be under any duty or responsibility to any Special
Warrantholder to determine whether any facts exist which may require any adjustment
contemplated by Section 4.1 hereof, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed in making the same;(b)
    
    shall not be accountable with respect to the validity or value (or the kind or
amount) of any Common Share or Warrant or of any shares or other securities or property
which may at any time be issued or delivered upon the exercise or deemed exercise of
the subscription rights attaching to any Special Warrant;(c)
    
    shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver Common Shares, Warrants or certificates for
the same upon the surrender or deemed surrender of any Special Warrants for the purpose
of the exercise or deemed exercise of such rights or to comply with any of the
covenants contained in this Article 4; and(d)
    
    shall not incur any liability or responsibility whatever or be in any way
responsible for the consequence of any breach on the part of the Company of any of the
representations, warranties or covenants herein contained or of any acts of the agents
or servants of the Company.
 ARTICLE 5
EXERCISE AND CANCELLATION OF SPECIAL WARRANTS
 Exercise of Special Warrants.




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21     (a)
    
    the number of Underlying Securities which the Special Warrantholder wishes to
subscribe for upon the exercise of the Special Warrants (being not greater than the
aggregate number of the Underlying Securities which such Special Warrantholder is
entitled to acquire pursuant to the Special Warrants so surrendered); and(b)
    
    the person or persons in whose name or names the Underlying Securities are to
be registered, the address or addresses and the social insurance number or numbers of
such person or persons and the number of Underlying Securities to be issued to each
such person if more than one is so specified, provided that the Special Warrantholder
shall only be entitled to direct his entitlement to the Underlying Securities in a
manner permitted by applicable securities legislation, and provided further that no
certificates for Underlying Securities shall be registered at or delivered to an
address in the United States unless the person in whose name the certificates are
registered has complied with the requirements of Subsection 2.3(d) hereof;




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22     Effect of Exercise of Special Warrants.




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##### 



23   (a)
    
    cause to be mailed to the person in whose name the Underlying Securities so
subscribed for are to be issued, as specified in the Special Warrant, at the address
specified therein;(b)
    
    if so specified therein, cause to be delivered to such person at the office of
the Trustee where such Special Warrant was surrendered; or(c)
    
    if no specification as contemplated by (a) or (b) is provided, cause to be
mailed to the person in whose name the Underlying Securities are to be issued at the
address of such person last appearing on the register maintained by the Trustee
pursuant hereto or as such person may otherwise notify the Trustee in writing on or
prior to the Exercise Date,
   Postponement of Delivery of Certificates.




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24 Special Warrants Void after Expiry Time.
 Fractions.
  Partial Exercise of Special Warrants.
 Accounting and Recording.
 (a)
    
    promptly account to the Company with respect to Special Warrants exercised or
deemed to be exercised and any securities or other instruments, from time to time
received by the Trustee shall be received in trust for, and shall be segregated and
kept apart by the Trustee in trust for, the Company; and(b)
    
    record the particulars of Special Warrants exercised or deemed exercised, which
particulars shall include the names and addresses of the persons who become holders of
Underlying Securities on exercise and the Exercise Date in respect thereof. The
Trustee shall provide such particulars in writing to the Company within five (5)
Business Days of any request by the Company therefor.




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25 
 ARTICLE 6
MEETINGS OF SPECIAL WARRANTHOLDERS
 Convening of Meeting
 Notice
 Chairman
 Quorum
 Show of Hands.




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26  Poll
 Regulations
 (a)
    
    the setting of the record date for a meeting for the purpose of determining
Special Warrantholders entitled to receive notice of and to vote at a meeting;(b)
    
    voting by proxy, the form of instrument appointing proxyholders, the manner in
which proxies are to be executed and the production of the authority of any persons
signing on behalf of a Special Warrantholder;(c)
    
    the lodging of and means of forwarding the instruments appointing proxyholders
and the time before the holding of a meeting or adjourned meeting by which the
instruments appointing proxyholders are to be deposited; and(d)
    
    any other matter relating to the conduct of meetings of Special Warrantholders.
  Minutes




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27  Powers Exercisable by Extraordinary Resolution
 (a)
    
    to agree to or sanction any modification, abrogation, alteration or compromise
of the rights of the Special Warrantholders or the Trustee (subject to the consent of
the Trustee) in its capacity as agent hereunder or on behalf of Special
Warrantholders against the Company which shall be agreed to by the Company whether
such rights arise under this Indenture or under the Special Warrants or otherwise;(b)
    
    to assent to any change in or omission from the provisions contained in the
Special Warrants and this Indenture or any ancillary or supplemental instrument which
may be agreed to by the Company and to authorize the Trustee to concur in and execute
any ancillary or supplemental agreement embodying the change or omission;(c)
    
    with the consent of the Company, not to be unreasonably withheld, to remove the
Trustee or its successor in office and to appoint a new agent or agents to take the
place of the Trustee so removed;(d)
    
    to require, direct or authorize the Trustee to enforce any of the covenants on
the part of the Company contained in this Indenture or the Special Warrants or to
enforce any of the rights of the Special Warrantholders in any manner specified in such
Extraordinary Resolution or to refrain from enforcing any such covenant or right, in
each case upon the Trustee being furnished with an indemnity, and such funding as the
Trustee may, in the reasonable exercise of its discretion determine it requires to so
act;(e)
    
    to restrain any Special Warrantholder from instituting or continuing any suit
or proceedings against the Company for the enforcement of the covenants on the part of
the Company contained in this Indenture or any of the rights conferred upon the Special
Warrantholders by the Special Warrants and this Indenture;(f)
    
    to direct any Special Warrantholder who, as such, has brought any suit, action
or proceeding to stay or discontinue or otherwise deal with the same upon payment of
the costs, charges and expenses reasonably and properly incurred by such Special
Warrantholder in connection therewith;(g)
    
    to waive and direct the Trustee to waive any default on the part of the Company
in complying with any of the provisions of this Indenture or the Special Warrants




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##### 



28 either unconditionally or upon any conditions specified in such Extraordinary
Resolution;(h)
    
    to assent to any compromise or arrangement with any creditor or creditors or
any class or classes of creditors, whether secured or unsecured, and with holders of
any shares or other securities of the Company; and(i)
    
    to amend, alter or repeal any Extraordinary Resolution previously passed or
sanctioned by the Special Warrantholders.
  Meaning of Extraordinary Resolution




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##### 



29 Powers Cumulative
 Company, Special Warrantholders and Trustee May be Represented
 Instruments in Writing 2/3
 Binding Effect of Resolutions
 Holdings by the Company or Subsidiaries of the Company Disregarded




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##### 



30 ARTICLE 7
SUPPLEMENTAL AGREEMENTS, MERGER, SUCCESSORS
 Provision for Supplemental Agreements for Certain Purposes
 (a)
    
    adding to the provisions hereof such additional covenants and enforcement
provisions as, in the opinion of counsel, are necessary or advisable in the premises,
provided that the same are not, in the opinion of the Trustee, relying on the advice of
counsel, prejudicial to the interests of the Special Warrantholders;(b)
    
    giving effect to any Extraordinary Resolution passed as provided in Article 6
hereof;(c)
    
    making such provisions not inconsistent with this Indenture as may be necessary
or desirable with respect to matters or questions arising hereunder or for the purpose
of obtaining a listing or quotation of the Underlying Securities issuable upon the
exercise or deemed exercise of the Special Warrants thereof on any stock exchange, or
for the purpose of complying with applicable laws, provided that such provisions are
not, in the opinion of the Trustee, relying on the advice of counsel, prejudicial to
the interests of the Special Warrantholders;(d)
    
    making any modification in the form of the Special Warrant Certificate which
does not affect the substance of the Special Warrants;(e)
    
    evidencing any succession, or successive successions, of other bodies corporate
or other persons to the Company and the assumption by any successor of the covenants of
the Company contained herein and in the Special Warrant Certificates contained as
provided hereafter in this Article 7; and(f)
    
    for any other purpose not inconsistent with the terms of this Indenture,
including the correction or rectification of any ambiguities, defective provisions,
errors or omissions herein, provided that, in the opinion of the Trustee, relying on
the advice of counsel, the rights of the Trustee and of the Special Warrantholders are
in no way prejudiced thereby and provided that the Trustee may in its uncontrolled
discretion decline to enter into any such supplemental indenture which in its opinion
may not afford adequate protection to the Trustee when the same shall become operative.
 Company May Consolidate, etc. on Certain Terms




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##### 



31  Successor Body Corporate Substituted
 ARTICLE 8
CONCERNING THE TRUSTEE
 No Conflict of Interest
 Replacement of Trustee




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##### 



32  Duty of Trustee
 Experts, Advisors and Agents
 (a)
    
    in relation to this Indenture act and rely and shall be protected in acting and
relying in good faith on the opinion or advice of or information obtained from any
counsel, auditor, valuer, engineer, surveyor or other expert, whether obtained by the
Trustee or by the Company or otherwise; and/or(b)
    
    employ such agents and other assistants as it may reasonably require for the
proper determination and discharge of its duties hereunder and may pay reasonable
remuneration without taxation of costs of any counsel for all services performed for it
in the determination and discharge of the duties hereunder and shall receive
reimbursement from the Company for all disbursements, costs and expenses reasonably
made or incurred by it in the determination and discharge of its duties hereunder and
in the management of the trusts hereof. Any counsel employed or consulted by the
Trustee may, but need not be, counsel for the Company.
 Trustee Not Required to Give Security




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##### 



33  Trustee Not Ordinarily Bound
  Trustee may Rely on Certificates and Evidence




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##### 



34     Trustees Liability
 Indemnification
 No Representation as to Validity




---



##### 



35  Acceptance of Duties
 Contracting with Company
 Trustees Authority to Carry on Business
 Monetary Distributions
 Trust Indenture Legislation.
 Limitations on Trustee.




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##### 



36 (a)
    
    nothing in this Agreement will impose on the Trustee any obligation to see to,
or to require evidence of, the registration or filing (or renewal thereof) of this
indenture or any instrument ancillary or supplemental hereto;(b)
    
    the Trustee shall not be bound to give notice to any person of the execution
hereof;(c)
    
    the Trustee shall not incur any liability or responsibility whatever or be in
any way responsible for the consequences of any breach by the Company of any obligation
herein contained or of any act of any director, officer, employee or agent of the
Company; and(d)
    
    the Trustee and any person related to the Trustee will not be appointed a
receiver or receiver and manager or liquidator of all or any part of the assets or
undertaking of the Company.
 ARTICLE 9
NOTICE AND CERTIFICATES
 Notice to Company
 (a)
    
    the date of delivery, if delivered during normal business hours of the Company
(and, if not, on the next following Business Day);(b)
    
    the Business Day immediately following the day of sending, if sent by
telecopier (with receipt confirmed), or(c)
    
    on the fifth (5th) Business Day after effectual posting in Canada.
 Notice to Special Warrantholders




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##### 



37  (a)
    
    the date of delivery, if delivered during normal business hours (and, if not,
on the next following Business Day);(b)
    
    the Business Day immediately following the day of sending, if sent by telex,
telegram, cable or telecopier (with receipt confirmed), or(c)
    
    on the fifth (5th) Business Day after effectual posting in Canada.
 Notice to Trustee
 (a)
    
    the date of delivery, if delivered during normal business hours of the Trustee
(and, if not, on the next following Business Day);(b)
    
    the Business Day immediately following the day of sending, if sent by telex,
telegram, cable or telecopier (with receipt confirmed), or(c)
    
    on the fifth (5th) Business Day after effectual posting in Canada.
  Mail Service Interruption




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##### 



38  General Provisions as to Certificates
 (a)
    
    a statement that the person signing such Document has read and understands the
conditions precedent with respect to compliance with which such evidence is being
given;(b)
    
    a description of the nature and scope of the examination or investigation upon
which the Document is based; and(c)
    
    a statement that the person providing the Document has made such examination or
investigation as he believes is necessary to enable him to make the statements or give
the opinions contained or expressed therein.




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##### 



39  ARTICLE 10
GENERAL PROVISIONS
 Power of Board of Directors
 Formal Date and Execution Date
 Further Assurances
 Unenforceable Terms
 Entire Agreement
 Amendments
 Counterparts
 No Waiver




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##### 



40  Enurement
  IVANHOE ENERGY INC.Per:
    
    /s/ Beverly A. BartlettCIBC MELLON TRUST COMPANYPer:
    
    /s/ Tricia MurphyPer:
    
    /s/ Margot Sulymka




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##### 



SCHEDULE A
 IVANHOE ENERGY INC. SPECIAL WARRANT CERTIFICATE
 IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT
TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION
DATE]. NO OFFER OR SALE OF THESE SECURITIES SHALL BE MADE TO A U.S. PERSON OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON FOR A PERIOD OF FORTY (40) DAYS STARTING ON THE DATE ON WHICH THE
DISTRIBUTION OF THESE SECURITIES IS COMPLETED, BEING   , 2006.
 THIS SPECIAL WARRANT AND THE COMMON SHARES AND WARRANTS ISSUABLE UPON EXERCISE OF THIS SPECIAL
WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SPECIAL
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES
UNLESS THIS SPECIAL WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF
THE UNITED STATES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. NO OFFER OR
SALE OF THESE SECURITIES SHALL BE MADE TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON FOR A PERIOD OF FORTY (40) DAYS STARTING ON THE DATE ON WHICH THE DISTRIBUTION OF THESE
SECURITIES IS COMPLETED, BEING   , 2006.
 IVANHOE ENERGY INC.
 TH
 1.
    
    THE DAY UPON WHICH A RECEIPT FOR A FINAL PROSPECTUS IN RESPECT OF THE
UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THE SPECIAL WARRANTS HAS BEEN ISSUED BY
THE SECURITIES REGULATORY AUTHORITY IN EACH OF THE QUALIFYING PROVINCES (AS DEFINED IN
THE INDENTURE); AND2.
    
    THE FOUR MONTH ANNIVERSARY OF THE CLOSING DATE




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##### 



2




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##### 



3 SPECIAL WARRANTS
 IVANHOE ENERGY INC.
 
 
    (1)
    
    The holder hereof may exercise the Special Warrants before the Expiry Date by:
 (a)
    
    duly completing in the manner indicated and executing the
Exercise Form attached hereto; and(b)
    
    surrendering this Special Warrant Certificate to CIBC Mellon
Trust Company (the Trustee) as hereinafter set forth.




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##### 



4    th




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##### 



5     (a)
    
    the executor, administrator, heir or legal representative of the heirs of the
estate of a deceased Special Warrantholder,(b)
    
    a guardian, committee, trustee, curator or tutor representing a Special
Warrantholder who is an infant, an incompetent person or a missing person,(c)
    
    a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder, or(d)
    
    a transferee of a Special Warrantholder who provides the Trustee with evidence
satisfactory to the Trustee and the Company, acting reasonably, including but not
limited to a properly completed and executed declaration attached as Exhibit A to the
transfer form attached to the Special Warrant Certificate, that such transferee is/was
either: (i) not in the United States at the time the buy order for the Special Warrants
was executed, not acquiring the Special Warrants for the account or benefit of a U.S.
Person or a person in the United States and was not offered the Special Warrants in the
United States, or (ii) a person that has purchased or acquired Special Warrants in a
transaction exempt from registration under the U.S. Securities Act and has provided the
Company with satisfactory evidence of the availability of such exemption which shall
include an opinion of counsel reasonably acceptable to the Company and was exempt from
registration




---



##### 



6 under any applicable securities laws of any state of the United States and that the
securities laws of any other applicable jurisdiction(s) have been complied with in
relation to the transfer of the Special Warrants involved,




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##### 



7  (A)
    
    each certificate representing Common Shares or Warrants (or Common Shares
issued upon the exercise of Warrants) issued pursuant to an exercise of Special
Warrants prior to the Expiry Date will bear a legend as follows:
 IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE DISTRIBUTION DATE.;
 (B)
    
    any certificates representing Common Shares bearing the legend described in (A)
will bear the following additional legend:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO
STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE
SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT GOOD DELIVERY IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.
 (C)
    
    each certificate representing Warrants will bear a legend as follows:
 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT)
OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND THE UNDERLYING SECURITIES
ISSUABLE UPON THE EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.




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##### 



8   IVANHOE ENERGY INC.Per:Authorized SignatoryCountersigned by:CIBC MELLON TRUST COMPANYPer:Authorized Signatory




---



##### 



EXERCISE INSTRUCTIONS TO SPECIAL WARRANTHOLDER
 IVANHOE ENERGY INC.




---



##### 



EXERCISE FORM
 
 
  Number(s) orAmount(s) ofCommon SharesName(s) in Full
    
    Address(es)
    
    and Warrants
 No certificates will be registered or delivered to an address in the United States  unless Box B
below is checked.
  The undersigned certifies that each of the representations and warranties made by the undersigned
to the Company in connection with the undersigneds acquisition of the Exercised Special Warrants
remains true and correct on the date hereof.
 The undersigned represents that it (A) has had access to such current public information concerning
Ivanhoe Energy Inc. as it considered necessary in connection with its




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##### 



2 investment decision and (B)
understands that the securities issuable upon exercise hereof have not and will not be registered under the United States Securities Act of 1933, as amended (the
U.S. Securities Act).
 [check one only]
 o
    
    A.
    
    is not in the United States or a U.S. Person as defined in Rule 902 of
Regulation S under the U.S. Securities Act and is not exercising the Exercised Special
Warrants for the account or benefit of a U.S. Person or a person in the United States.o
    
    B.
    
    is a registered holder that acquired the Exercised Special Warrants in a
transaction that was exempt from registration under the U.S. Securities Act and
applicable state securities laws and in compliance with Subsection 2.3(d)(ii) of the
Special Warrant Indenture.
 
 Signature Guaranty*
    
    
    
    Signature of Subscriber**Name of SubscriberAddress (include Postal Code)SIN/TIN Number (if any)
 
   o




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##### 



TRANSFER OF SPECIAL WARRANTS
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to:NameAddress
 
 
 Signature Guaranteed
    
    
    
    (Signature of Special Warrant Holder)Print full NamePrint full address and SIN/TIN (if any)
 Instructions
 1.
    
    If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a fiduciary or representative
capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to
the Trustee and the Company.
 2.
    
    The signature on the Transfer Form must be guaranteed by an authorized officer of a chartered
bank, trust company or medallion guaranteed by an investment dealer who is a member of a
recognized stock exchange.
 3.
    
    Special Warrants will only be transferable in accordance with applicable securities laws and
stock exchange regulations. The transfer of Special Warrants to a transferee may, depending
on the residency of such transferee, result in the securities obtained upon the exercise of
the Special Warrants (whether after or before obtaining receipts for a final prospectus
relating to the distribution of such securities upon exercise of Special Warrants) not being
freely tradeable in the jurisdiction where the transferee is resident.
 4.
    
    Unless the Company has otherwise instructed the Trustee in writing, no transfer of
Special Warrants will be valid unless this Transfer Form is accompanied by: (a) a duly
executed declaration by the transferee of Special Warrants in the form attached as Exhibit A
to this Transfer Form; and (b) such other evidence as the Trustee may reasonably require that
the transfer of such Special Warrants is being made in accordance with all applicable
securities legislation.




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##### 



2 EXHIBIT A
 DECLARATION OF TRANSFEREE OF SPECIAL WARRANTS OF IVANHOE ENERGY INC.TO:
    
    CIBC Mellon Trust Company, trustee of the Special Warrants of
Ivanhoe Energy Inc.AND TO:
    
    Ivanhoe Energy Inc. (the Company)
   o
    
    A.
    
    (i)
    
    no offers to sell the Special Warrants or the Underlying Securities were
made by any person to the Transferee or any beneficial transferee for whom he is acting
while such persons were in the United States;(ii)
    
    the Transferee and each beneficial transferee for whom he is
acting were outside the United States at the time of execution and delivery of
the instrument by which the Transferee and each beneficial transferee for whom
he is acting agreed to acquire the Special Warrants; and(iii)
    
    the Transferee is not, and is not acquiring the Special
Warrants for the account or benefit of, a U.S. Person as defined in Rule 902 of
Regulation S under the U.S. Securities Act.
 o
    
    B.
    
    The Transferee has acquired the Special Warrants in a transaction exempt from
registration under the U.S. Securities Act and applicable state securities laws and has
provided herewith evidence (which the Transferee acknowledges must be satisfactory to
the Company) of such exemption. The Transferee acknowledges that there is a Special
Indenture which contains restrictions with respect to the exercise and transfer of
Special Warrants.




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##### 



3 
 Name of TransfereeBy:Signature of Authorized RepresentativeName of Person SigningTitle