IVANHOE ENERGY INC.
 - and -
 MACQUARIE CAPITAL MARKETS CANADA LTD.
 - and -
 CIBC MELLON TRUST COMPANY
 
 Share Purchase Warrant Indenture
Dated as of February 25, 2010
Providing for the Issue of Common Share Purchase Warrants
of Ivanhoe Energy Inc.




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TABLE OF CONTENTS
 PageARTICLE 1 INTERPRETATION
    
    
    51.1 Definitions
    
    
    51.2 Headings
    
    
    91.3 Gender
    
    
    91.4 Business Day
    
    
    91.5
Meaning of
Outstanding
    
    
    91.6 Time
    
    
    101.7 Applicable Law
    
    
    10ARTICLE 2 ISSUE AND PURCHASE OF OPTION WARRANTS
    
    
    102.1 Creation and Issue of Option Warrants
    
    
    102.2 Book Entry System
    
    
    102.3 Global Warrant Certificates
    
    
    112.4 Form and Terms of Option Warrants
    
    
    122.5 Registration and Transfer of Option Warrants
    
    
    132.6 List of Warrantholders
    
    
    132.7 Transfer and Ownership of Option Warrants
    
    
    132.8 Legends
    
    
    142.9 Warrantholders Not Shareholders
    
    
    162.10 Signing of Option Warrants
    
    
    162.11 Countersigning
    
    
    172.12 Loss, Mutilation, Destruction or Theft of Option Warrants
    
    
    172.13 Issue of Option Warrants
    
    
    182.14 Fractions
    
    
    182.15 Option Warrants to Rank Pari Passu
    
    
    182.16 Exchange of Option Warrants
    
    
    182.17 Recognition of Registered Holder
    
    
    192.18 Cancellation of Surrendered Option Warrants
    
    
    19ARTICLE 3 COVENANTS OF THE COMPANY
    
    
    193.1 Covenants of the Company
    
    
    193.2 Suits by Warrantholder
    
    
    213.3 Warrant Agent May Institute Proceedings
    
    
    21ARTICLE 4 ADJUSTMENT OF SUBSCRIPTION RIGHTS
    
    
    214.1 Adjustment of Subscription Rights
    
    
    214.2 Proceedings Prior to any Action Requiring Adjustment
    
    
    264.3 Certificate of Adjustment
    
    
    264.4 Adjustment Rules
    
    
    274.5 Notice of Special Matters
    
    
    274.6 No Action after Notice
    
    
    274.7 Protection of Warrant Agent
    
    
    28ARTICLE 5 EXERCISE AND CANCELLATION OF OPTION WARRANTS
    
    
    285.1 Exercise of Option Warrants
    
    
    285.2 Effect of Exercise of Option Warrants
    
    
    315.3 Postponement of Delivery of Certificates
    
    
    325.4 Option Warrants Void after Expiry Time
    
    
    325.5 Fractions
    
    
    325.6 Partial Exercise of Option Warrants
    
    
    325.7 Accounting and Recording
    
    
    335.8 Option Warrant Exercise Proceeds
    
    
    33
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PageARTICLE 6 MEETINGS OF OPTION WARRANTHOLDERS
    
    
    336.1 Convening of Meeting
    
    
    336.2 Notice
    
    
    336.3 Chairman
    
    
    336.4 Quorum
    
    
    346.5 Show of Hands
    
    
    346.6 Poll
    
    
    346.7 Regulations
    
    
    356.8 Minutes
    
    
    356.9 Powers Exercisable by Extraordinary Resolution
    
    
    356.10 Meaning of Extraordinary Resolution
    
    
    366.11 Powers Cumulative
    
    
    376.12 Company, Warrantholders and Warrant Agent May be Represented
    
    
    376.13 Instruments in Writing
    
    
    376.14 Binding Effect of Resolutions
    
    
    376.15 Holdings by the Company or Subsidiaries of the Company Disregarded
    
    
    37ARTICLE 7 SUPPLEMENTAL AGREEMENTS, MERGER, SUCCESSORS
    
    
    387.1 Provision for Supplemental Agreements for Certain Purposes
    
    
    387.2 Company May Consolidate, etc. on Certain Terms
    
    
    397.3 Successor Body Corporate Substituted
    
    
    39ARTICLE 8 CONCERNING THE WARRANT AGENT
    
    
    398.1 No Conflict of Interest
    
    
    398.2 Replacement of Warrant Agent
    
    
    408.3 Duty of Warrant Agent
    
    
    408.4 Experts, Advisors and Agents
    
    
    408.5 Warrant Agent Not Required to Give Security
    
    
    418.6 Warrant Agent Not Ordinarily Bound
    
    
    418.7 Warrant Agent may Rely on Certificates
    
    
    428.8 Warrant Agents Liability
    
    
    428.9 Indemnification
    
    
    438.10 No Representation as to Validity
    
    
    438.11 Acceptance of Duties
    
    
    438.12 Contracting with Company
    
    
    438.13 Warrant Agents Authority to Carry on Business
    
    
    438.14 Monetary Distributions
    
    
    448.15 Trust Indenture Legislation
    
    
    448.16 Limitations on Warrant Agent
    
    
    44ARTICLE 9 NOTICE AND CERTIFICATES
    
    
    459.1 Notice to Company or Agent
    
    
    459.2 Notice to Warrantholders
    
    
    459.3 Notice to Warrant Agent
    
    
    469.4 Mail Service Interruption
    
    
    469.5 General Provisions as to Certificates
    
    
    47ARTICLE 10 GENERAL PROVISIONS
    
    
    4810.1 Power of Board of Directors
    
    
    4810.2 Formal Date and Execution Date
    
    
    4810.3 Further Assurances
    
    
    4810.4 Unenforceable Terms
    
    
    4810.5 Entire Agreement
    
    
    4810.6 Amendments
    
    
    4810.7 Counterparts
    
    
    4910.8 No Waiver
    
    
    4910.9 Enurement
    
    
    4910.10 Conflicts
    
    
    4910.11 Assignment
    
    
    49
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THIS WARRANT INDENTURE th
 BETWEEN:
 IVANHOE ENERGY INC.
 Company
 AND:
 MACQUARIE CAPITAL MARKETS CANADA LTD.
 Agent
 AND:
 CIBC MELLON TRUST COMPANY
 Warrant Agent
 WHEREAS:
 (A)
    
    terms used in these recitals which are not otherwise defined have the meanings assigned to
them in Article 1;(B)
    
    pursuant to the terms of the Agency Agreement and the Option Special Warrants, the Company
proposes to create and issue the Option Warrants to be constituted and issued in the manner
set forth herein;(C)
    
    the Company is authorized to create and issue the Option Warrants;(D)
    
    each one (1) Option Warrant will entitle the holder to acquire upon exercise thereof one (1)
Common Share, subject to adjustment and on the terms and conditions as set forth herein;(E)
    
    the Company represents to the Warrant Agent 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 Option Warrants and to make the same legal and valid and binding on
the Company in accordance with the laws relating to the Company;(F)
    
    the foregoing recitals are made as representations and statements of fact by the Company and
not by the Warrant Agent and the Warrant Agent 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;
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(G)
    
    the Warrant Agent has agreed to act as Warrant Agent for the Warrantholders on the terms and
conditions herein set forth; and(H)
    
    all things necessary have been done and performed to make the Option Warrants, when certified
by the Warrant Agent 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.
 NOW THEREFORE
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  (a)
    
    Agency Agreement means the agency agreement dated as of January 12, 2010
between the Company and the Agent;(b)
    
    Applicable Legislation has the meaning set forth in Section 8.15 hereof;(c)
    
    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;(d)
    
    Beneficial Owners means any person who holds a beneficial interest in a
Global Warrant Certificate as shown on the books of the Depository or a Participant;(e)
    
    Book Entry Only System means the book-based securities transfer system
administered by a Depository in accordance with its operating procedures;(f)
    
    Business Day means any day except Saturday, Sunday or a statutory or banking
holiday in Vancouver, British Columbia;(g)
    
    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;(h)
    
    Common Shares means, collectively, the fully paid and non-assessable common
 shares in the capital of the Company as presently constituted and, except
where the context hereof otherwise requires, includes common shares issued or to be
issued in accordance with the exercise of Option Warrants hereunder;
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(i)
    
    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;(j)
    
    counsel means a barrister and solicitor or a firm of barristers and
solicitors retained by the Warrant Agent or retained by the Company and acceptable to
the Warrant Agent;(k)
    
    Current Market Price of a Common Share at any date means the price per share
equal to the volume weighted average price at which the Common Shares have traded on
the TSX for any 20 consecutive Trading Days immediately preceding such date or, if the
Common Shares are not listed on the TSX, on any other stock exchange or securities
market on which the Common Shares are then listed as may be selected by the directors,
or, if the Common Shares are not listed on any stock exchange, then on the
over-the-counter market, with the weighted average price per Common Share being
determined by dividing the aggregate sale price of all Common Shares sold on such stock
exchange or market, as the case may be, during such 20 consecutive Trading Day period
by the aggregate number of Common Shares so sold or, if not traded on any recognized
market or exchange, as determined by the directors, acting reasonably;(l)
    
    Depository means CDS Clearing and Depository Services Inc. (CDS), or its
successor, or any other depository offering a book based securities registration and
transfer system similar to that administered by CDS which the Company, with the consent
of the Trustee, acting reasonably, may designate;(m)
    
    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;(n)
    
    Document shall have the meaning ascribed to such term in Section 9.5 hereof;(o)
    
    Exercise Date has the meaning set forth in Section 5.2 hereof;(p)
    
    Exercise Consideration means the sum of Cdn.$3.16, being the amount payable
in connection with the exercise of one (1) Warrant in order to purchase one (1) Common
Share, subject to adjustment under Article 4;(q)
    
    Expiry Date means January 26, 2011, representing the first anniversary of the
closing date of the issue of the Initial Special Warrants;(r)
    
    Expiry Time means 5:00 p.m. (Vancouver time) on the Expiry Date;(s)
    
    Extraordinary Resolution has the meaning set forth in Section 6.10 and 6.13
hereof;
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(t)
    
    Final Prospectus means the (final) short form prospectus of the Company which
qualifies, among other things, the distribution of the Option Warrants in the
Qualifying Jurisdictions and includes any amendments or supplements thereto;(u)
    
    Final Receipt means the final decision document in respect of the Final
Prospectus issued in accordance with Multilateral Instrument 11-102  Passport System
and National Policy 11-202  Process for Prospectus Reviews in Multiple Jurisdictions
by the Ontario Securities Commission and the Companys principal regulator on its own
behalf and on behalf of the regulators in the Qualifying Jurisdictions (other than the
Ontario Securities Commission);(v)
    
    Global Warrant Certificate means an Option Warrant Certificate that is issued
to and registered in the name of the Depository or its nominee;(w)
    
    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;(x)
    
    Initial Special Warrants means special warrants of the Company issued
pursuant to the Initial Special Warrant Indenture, each special warrant entitling the
holder thereof to one Common Share and one-quarter (0.25) of one Initial Warrant upon
conversion or deemed conversion thereof;(y)
    
    Initial Special Warrant Indenture means the Special Warrant Indenture among
the Company, the Agent and the Warrant Agent dated January 26, 2010;(z)
    
    Initial Warrant Indenture means the Common Share purchase Warrant Indenture
among the Company, the Agent and the Warrant Agent dated January 26, 2010;(aa)
    
    Initial Warrants means, collectively, the Common Share purchase warrants of
the Company issued and certified under the Initial Warrant Indenture;(bb)
    
    Issue Date means in respect of any Option Warrants issued hereunder, their
date of issue as shown on the corresponding Option Warrant Certificate;(cc)
    
    Option has the meaning ascribed thereto in the Agency Agreement;(dd)
    
    Option Special Warrant Indenture means the Special Warrant Indenture among
the Company, the Agent and the Warrant Agent dated February 25, 2010;(ee)
    
    Option Special Warrants means special warrants of the Company issued pursuant
to the Option Special Warrant Indenture, each special warrant entitling
the holder thereof to one Common Share and one-quarter (0.25) of one Option Warrant
upon conversion or deemed conversion thereof;
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(ff)
    
    Option Warrant Certificate means a certificate substantially in the form
attached hereto as Schedule A evidencing one or more Option Warrants;(gg)
    
    Option Warrants means, collectively, the Common Share purchase warrants of
the Company issued and certified hereunder entitling holders thereof to receive, upon
the exercise of one (1) such Common Share purchase warrant, one (1) Common Share
subject to adjustment in accordance with Article 4 hereof;(hh)
    
    Participant means a person recognized by the Depository as a participant in
the Book-Entry Only System administered by the Depository;(ii)
    
    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;(jj)
    
    Qualifying Provinces has the meaning set out in the Option Special Warrant
Indenture;(kk)
    
    Regulation S means Regulation S under the U.S. Securities Act;(ll)
    
    Share Rate has the meaning ascribed to such term in Section 4.1(b) hereto;(mm)
    
    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;(nn)
    
    Trading Day, with respect to any stock exchange or over-the-counter market,
means a day on which shares may be traded through the facilities of such stock exchange
or in such over-the-counter market and otherwise means a day on which shares may be
traded through the facilities of the principal stock exchange on which the Common
Shares are then listed (or, if the Common Shares are not then listed on any stock
exchange, then in the over-the-counter market).(oo)
    
    TSX means the Toronto Stock Exchange;(pp)
    
    United States means the United States as that term is defined in Rule 902
of Regulation S;(qq)
    
    U.S. Person means a U.S. person as that term is defined in Rule 902 of
Regulation S;
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(rr)
    
    U.S. Securities Act means the United States Securities Act of 1933, as
amended;(ss)
    
    Warrantholder or holder means the registered holder of an Option Warrant
hereunder;(tt)
    
    Warrantholders Request means an instrument, signed in one or more
counterparts by Warrantholders and/or holders of Initial Warrants who hold in the
aggregate not less than 10% of the total number of Initial Warrants and Option Warrants
then outstanding, requesting the Warrant Agent to take some action or proceeding
specified therein; and(uu)
    
    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, Vice-President, Secretary or Chief Financial Officer
of the Company, and may consist of one or more instruments so executed.
 1.2 Headings
  1.3 Gender
  1.4 Business Day
  1.5 Meaning of Outstanding
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1.6 Time
  1.7 Applicable Law
  ARTICLE 2
ISSUE AND PURCHASE OF OPTION WARRANTS
 2.1 Creation and Issue of Option Warrants
  2.2 Book Entry System
 (a)
    
    Unless the Book-Entry Only System is terminated or required to do so by
applicable law, Warrant Certificates will only be issued in the form of a Global
Warrant Certificate, which will be registered in the name of and deposited with the
Depository or its nominee.(b)
    
    All references herein to actions by, notices given or payments made to
Warrantholders shall, where Option Warrants are held through the Depository, refer to
actions taken by, or notices given or payments made to, the Depository upon instruction
from the Participants in accordance with its rules and procedures. For the purposes of
any provision hereof requiring or permitting actions with the consent of or at the
direction of Warrantholders evidencing a specified percentage of the aggregate Option
Warrants outstanding, such direction or consent may be given by holders of Option
Warrants acting through the Depository and the Participants owning Option Warrants
evidencing the requisite percentage of the Option Warrants. The rights of a
Warrantholder whose Option Warrants are held through the Depository shall be exercised
only through the Depository and the Participants and shall be limited to those
established by law and agreements between such holders and the Depository and the
Participants upon instructions
from the Participants. Each of the Warrant Agent and the Company may deal with the
Depository for all purposes as the authorized representative of the respective
Warrantholders and such dealing with the Depository shall constitute satisfaction or
performance, as applicable, of their respective obligations hereunder. For so long
as Option Warrants are held through the Depository, if any notice or other
communication is required to be given to Warrantholders, the Warrant Agent will give
such notices and communications to the Depository.
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2.3 Global Warrant Certificates
 (a)
    
    The Company shall issue the Option Warrants pursuant to one or more Global
Warrant Certificates registered in the name of the Depository or its nominee and the
Company shall execute and the Warrant Agent shall certify and deliver one or more
Global Warrant Certificates that shall represent the aggregate number of outstanding
Option Warrants.(b)
    
    Transfers of beneficial ownership in any Option Warrant represented by a Global
Warrant Certificate will be effected only (i) with respect to the interest of a
Participant, through records maintained by the Depository or its nominee for such
Global Warrant Certificate, and (ii) with respect to the interest of any person other
than a Participant, through records maintained by Participants. Beneficial Owners who
are not Participants but who desire to sell or otherwise transfer ownership of or any
other interest in Option Warrants represented by such Global Warrant Certificate may do
so only through a Participant.(c)
    
    The rights of Beneficial Owners shall be limited to those established by
applicable law and agreements between the Depository and the Participants and between
such Participants and Beneficial Owners and must be exercised through a Participant in
accordance with the rules and procedures of the Depository.(d)
    
    Subject to subsection 2.3(e) and 2.3(f), neither the Company nor the Warrant
Agent shall be under any obligation to deliver to any Participant or Beneficial Owner,
nor shall any Participant or Beneficial Owner have any right to require the delivery
of, a certificate or other instrument evidencing any interest in Option Warrants except
where physical certificates evidencing ownership in the Option Warrants.(e)
    
    If any Option Warrant is represented by a Global Warrant Certificate and any of
the following events occurs:
 (i)
    
    the Depository or the Company has notified the Warrant Agent
that (A) the Depository is unwilling or unable to continue as Depository or (B)
the Depository ceases to be a clearing agency in good standing under applicable
laws and, in either case, the Company is unable to locate a qualified successor
Depository within 90 days of delivery of such notice;(ii)
    
    the Company has determined, in is sole discretion, to terminate
the Book-Entry Only System in respect of such Global Warrant Certificate and
has communicated such determination to the Warrant Agent in writing;
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(iii)
    
    the Company or the Depository is required by applicable law to
take the action contemplated in this subsection 2.3(e); or(iv)
    
    the Book-Entry Only System administered by the Depository
ceases to exist;
  (f)
    
    Fully registered Option Warrant Certificates issued and exchanged pursuant to
subsection 2.3(e) shall be registered in such names and in such denominations as the
Depository shall instruct the Warrant Agent, provided that the aggregate number of
Option Warrants represented by such Option Warrant Certificates shall be equal to the
aggregate number of Option Warrants represented by the Global Warrant Certificate(s) so
exchanged. Upon exchange of a Global Warrant Certificate for one or more Option Warrant
Certificates in definitive form, such Global Warrant Certificate shall be cancelled by
the Warrant Agent.(g)
    
    Notwithstanding anything herein or in the terms of the Option Warrant
Certificates to the contrary, neither the Company nor the Warrant Agent nor any agent
thereof shall have any responsibility or liability for (i) the records maintained by
the Depository relating to any ownership interests or any other interest in the Option
Warrants or the depository system maintained by the Depository, or payments made on
account of any ownership interest or any other interest of any person in any Option
Warrant represented by any Global Warrant Certificate (other than the applicable
Depository or its nominee), (ii) maintaining, supervising or reviewing any records of
the Depository or any Participant relating to any such interest, or (iii) any advice or
representation made or given by the Depository or those contained herein that relate to
the rules and regulations of the Depository or any action to be taken by the Depository
on its own direction or at the direction of any Participant.(h)
    
    The provisions of Sections 2.6 and 2.7 with respect to the transfer of Option
Warrants are subject to the provisions of this section 2.3 while the Option Warrants
are represented by Global Warrant Certificate(s).
 2.4 Form and Terms of Option Warrants
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2.5 Registration and Transfer of Option Warrants
  2.6 List of Warrantholders
  2.7 Transfer and Ownership of Option Warrants
  (a)
    
    the executor, administrator, heir or legal representative of the heirs of the
estate of a deceased Warrantholder;(b)
    
    a guardian, committee, Warrant Agent, curator or tutor representing a
Warrantholder who is an infant, an incompetent person or a missing person;(c)
    
    a liquidator of, or a Warrant Agent in bankruptcy for, a Warrantholder; or(d)
    
    a transferee of a Warrantholder who provides the Warrant Agent with evidence
satisfactory to the Warrant Agent 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 Warrant Certificate, that such transferee is/was either:
(i) not in the United States at the time the buy order for
the Option Warrants was executed, not acquiring the Option Warrants for the account
or benefit of a U.S. Person or a person in the United States and was not offered the
Option Warrants in the United States, or (ii) a person that has purchased or
acquired Option Warrants in a transaction that was 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 Option Warrants involved,
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2.8 Legends
 (a)
    
    No Common Shares will be issued pursuant to the exercise of any Option Warrant
if the issue of such Common Shares would constitute a violation of the securities laws
of any jurisdiction and, without limiting the generality of the foregoing, the
certificates representing the Common Shares thereby issued will bear such legend or
legends as may, in the opinion of counsel to the Company, be necessary or advisable in
order to avoid a violation of any securities laws of any jurisdiction or to comply with
the requirements of any stock exchange on which the Common Shares are then listed,
provided that if, at any time, in the opinion of counsel to the Company, such legend or
legends are no longer necessary or advisable in order to avoid a violation of any such
laws or requirements, or the holder of any such legended certificate, at such holders
expense, provides the Company with
evidence satisfactory in form and substance to the Company (which may include an
opinion of counsel satisfactory to the Company) to the effect that such holder is
entitled to sell or otherwise transfer such Common Shares in a transaction in which
such legend or legends are not required, such legended certificate may thereafter be
surrendered to the Company in exchange for a certificate which does not bear such
legend or legends.
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(b)
    
    For greater certainty, if any Option Special Warrants are converted to Common
Shares and Option Warrants prior to the receipt of the Final Receipt, the certificates
representing such Option Warrants and the Common Shares issuable upon the exercise of
such Option Warrants will bear the following legend:UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS PLUS ONE DAY FOLLOWING
THE DATE OF ISSUANCE OF THE SPECIAL WARRANTS].(c)
    
    Certificates representing Option Warrants and Common Shares issuable on the
exercise of such Option Warrants originally issued to a U.S. Person, a person in the
United States, or a person purchasing for the account or benefit of a U.S. Person or a
person in the United States, as well as all certificates issued in exchange for or in
substitution of such certificates, will bear the following additional legend:THE SECURITIES REPRESENTED HEREBY 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. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH CANADIAN LAWS AND REGULATIONS, (C) INSIDE THE UNITED
STATES, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, IN COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) INSIDE OR OUTSIDE THE UNITED
STATES, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LEGISLATION AFTER PROVIDING A LEGAL OPINION
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM OR OTHERWISE NOT
SUBJECT TO REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE SECURITIES
LAWS.
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(d)
    
    Option Warrant Certificates in the form of a Global Warrant Certificate, as
well as all certificates issued in exchange for, in substitution of or upon exercise of
such certificates representing Option Warrants, will, if directed by the Company, bear
the following legend:UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
CLEARING AND DEPOSITARY SERVICES INC. (CDS) TO IVANHOE ENERGY INC. (THE
ISSUER) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF
CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A
PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN
AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR
DEAL WITH THIS CERTIFICATE.
 2.9 Warrantholders Not Shareholders
  2.10 Signing of Option Warrants
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2.11 Countersigning
  2.12 Loss, Mutilation, Destruction or Theft of Option Warrants
    - 17 -




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2.13 Issue of Option Warrants
  2.14 Fractions
  2.15 Option Warrants to Rank Pari Passu
 pari
passu
 2.16 Exchange of Option Warrants
  (a)
    
    Option Warrant Certificates may, upon compliance with the reasonable
requirements of the Warrant Agent, be exchanged for Option Warrant Certificates in any
other authorized denomination representing in the aggregate the same number of Option
Warrants. The Company shall sign, and the Warrant Agent shall countersign, in
accordance with Sections 2.10 and 2.11, all Option Warrant Certificates necessary to
carry out the exchanges contemplated herein;(b)
    
    Option Warrant Certificates may be exchanged only at the principal office of
the Warrant Agent in the city of Vancouver. Any Option Warrant Certificates tendered
for exchange shall be surrendered to the Warrant Agent and cancelled; and(c)
    
    the Warrant Agent may charge registered holders requesting an exchange a
reasonable sum for each Option Warrant Certificate exchanged and payment of such
charges and reimbursement of the Warrant Agent 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.
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2.17 Recognition of Registered Holder
  2.18 Cancellation of Surrendered Option Warrants
  ARTICLE 3
COVENANTS OF THE COMPANY
 3.1 Covenants of the Company
  (a)
    
    To Issue Option Warrants and Reserve Common Shares: The Company is
duly authorized to create and issue the Option Warrants and the Option 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 cause a sufficient number of Common Shares from time to time issuable upon
the exercise of Option Warrants under this Indenture together with the certificates
representing such Common Shares to be duly issued and delivered in accordance with
instructions on the Option Warrant Certificates and the terms hereof. At all times
prior to the Expiry Time, while any of the Option 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 of all Option Warrants outstanding hereunder
from time to time. All Common Shares acquired upon the exercise of the Option Warrants
shall be fully paid and non-assessable.
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(b)
    
    To Pay Warrant Agents Remuneration: The Company will pay to the
Warrant Agent from time to time reasonable remuneration for its services hereunder and
will repay to the Warrant Agent on demand the amount of all expenditures, disbursements
and advances whatsoever which the Warrant Agent reasonably incurs in and about the
administration or execution of the trusts hereby created (including the compensation
and disbursements of its counsel and other advisors and assistants not regularly in its
employ), both before any default hereunder and thereafter until all duties of the
Warrant Agent 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 Warrant Agent may reasonably require for
effecting the intentions and provisions of this Indenture.(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
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 practices and will
file with the Warrant Agent copies of all annual statements of the Company furnished to
its shareholders after the date hereof, forthwith following delivery to its
shareholders.(e)
    
    Performance of Covenants By Warrant Agent: If the Company shall fail
to perform any of its covenants contained in this Indenture, the Warrant Agent may
notify the 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 Warrant Agent shall be under no obligation to do so or to
notify any Warrantholder. All sums reasonably expended or advanced by the Warrant
Agent in performance of its rights provided for in this Subsection 3.1(e) shall be
repayable as provided in Subsection 3.1(b). No such performance,
expenditure or advance by the Warrant Agent shall be deemed to relieve the Company
of any default hereunder or its continuing obligations hereunder.(f)
    
    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.
  - 20 -




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3.2 Suits by Warrantholder
  3.3 Warrant Agent May Institute Proceedings
  ARTICLE 4
ADJUSTMENT OF SUBSCRIPTION RIGHTS
 4.1 Adjustment of Subscription Rights
  (a)
    
    if and whenever at any time from the date hereof (and for greater certainty
such date being prior to the issuance of the Option Warrants) and prior to the Expiry
Time, the Company shall:
 (i)
    
    subdivide, redivide or change its outstanding Common Shares
into a greater number of shares;(ii)
    
    reduce, consolidate or combine the outstanding Common Shares
into a lesser number of shares; or(iii)
    
    issue Common Shares or securities convertible into or
exchangeable for Common Shares to all or substantially all of the holders of
Common Shares by way of stock dividend or other distribution;
  - 21 -




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(A)
    
    the numerator shall be the total number of
Common Shares outstanding immediately after such date, or, in the case
of the issuance of securities convertible into or exchangeable for
Common Shares, the total number of Common Shares outstanding
immediately after such date plus the number of Common Shares issuable
upon conversion or exchange of such securities, and(B)
    
    the denominator shall be the total number of
Common Shares outstanding immediately prior to such date,
  (b)
    
    if and whenever at any time from the date hereof (and for greater certainty
such date being prior to the issuance of the Option Warrants) and prior to the Expiry
Time, the Company shall fix a record date for the issue of rights, options or warrants
to all or substantially all of the holders of Common Shares entitling the holders
thereof, within a period expiring not more than 45 days after the record date for such
issue, to subscribe for or purchase Common Shares (or securities convertible into or
exchangeable for Common Shares) at a price per Common Share (or having a conversion or
exchange price per Common Share) less than 95% of the Current Market Price on the
earlier of such record date and the date on which the Company announces its intention
to make such issue, then, in each such case, the Exercise Consideration will be
adjusted immediately after such record date so that it will equal the price determined
by multiplying the Exercise Consideration in effect on such record date by a fraction,
of which the denominator shall be the total number of Common Shares outstanding on such
record date plus the number arrived at when (A) either the product of (1) the number of
Common Shares so offered for subscription and (2) the price at which those Common
Shares are offered, or the product of (3) the conversion price thereof and (4) the
maximum number of Common Shares for or into which the convertible or exchangeable
securities so offered pursuant to the rights offering may be converted or exchanged, as
the case may be, is divided by (B) the Current Market Price on the record day, and of
which the numerator shall be the total number of Common Shares outstanding on such
record date plus the total number of additional Common Shares so offered for
subscription or purchase (or into or for which the convertible or exchangeable
securities so offered are convertible or exchangeable). Any Common Shares owned by or
held for the account of the Company or any subsidiary of the Company will be deemed not
to be outstanding for the purpose of any such computation. Such adjustment will be made
successively whenever such a record date is fixed, provided that if two or more such
record dates or record dates referred to in Section 4.1(c) hereof are fixed within a
period of 20 Trading Days, such adjustment will be made successively as
if each of such record dates occurred on the earliest of such record dates. To the
extent that any such rights, options or warrants are not exercised prior to the
expiration thereof, the number of Common Shares obtainable on the exercise of each
Option Warrant (Share Rate) will then be readjusted to the Share Rate which would
then be in effect based upon the number of Common Shares (or securities convertible
into or exchangeable for Common Shares) actually issued upon the exercise of such
rights, options or warrants, as the case may be;
  - 22 -




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(c)
    
    if and whenever at any time from the date hereof (and for greater certainty
such date being prior to the issuance of the Option Warrants) and prior to the Expiry
Time, the Company shall fix a record date for the making of a distribution to all or
substantially all of the holders of Common Shares of:
 (i)
    
    shares of any other class other than Common Shares whether of
the Company or any other corporation;(ii)
    
    rights, options or warrants to acquire Common Shares or
securities exchangeable for or convertible into Common Shares or property or
other assets of the Company (other than rights, options or warrants exercisable
by the holders thereof within a period expiring not more than 45 days after the
record date for such issue or distribution to acquire Common Shares or
securities exchangeable for or convertible into Common Shares at a price per
share, or at an exchange or conversion price per share in the case of
securities exchangeable for or convertible into Common Shares, of at least 95%
of the Current Market Price of the Common Shares on such record date);(iii)
    
    evidences of indebtedness; or(iv)
    
    cash, securities or other property or assets (other than cash
dividends paid in the ordinary course);
   - 23 -




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(d)
    
    if and whenever at any time from the date hereof (and for greater certainty
such date being prior to the issuance of the Option Warrants) 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), (b) or (c) or a
consolidation, amalgamation, arrangement or merger of the Company or other form of
business combination of the Company with or into any other body corporate, trust,
partnership or other entity, any sale, conveyance, lease, exchange or transfer of the
undertaking or assets of the Company as an entirety or substantially as an entirety to
another corporation or entity, any Warrantholder who has not exercised his right of
subscription prior to the effective date of such reclassification, capital
reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the
exercise of such right thereafter, shall be entitled to receive and shall accept the
kind and number of shares, securities or property that such 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 Warrantholder had been the registered
holder of the number of Common Shares receivable upon the exercise of Option 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 Option Warrants shall thereafter be entitled to
receive such kind and number of securities and property. The Company, its successor,
or purchasing body corporate, partnership, trust or other entity, as the case may be,
shall, as a condition precedent to any such reclassification, capital
  - 24 -




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(e)
    
    in any case in which this Section 4.1 requires an adjustment to become
effective immediately after a record date for an event referred to herein, the Company
may defer, until the occurrence of such event, issuing any Warrantholder exercising or
deemed to be exercising his subscription rights after such record date the additional
Common Shares or other securities or property issuable upon such 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 Common Shares or other 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 Common Shares or other securities or
property, as the case may be, declared in favour of holders of record of such Common
Shares or other securities or property, as the case may be, on and after the date of
exercise or such later date as such holder would but for the provisions of this
Subsection 4.1(e), have become the holder of record of such additional Common Shares,
other securities or property, as the case may be, upon the exercise of the Option
Warrants held by such holder;(f)
    
    after any adjustment pursuant to this Section 4.1, the term Common Shares
where used in this Indenture shall be interpreted to mean securities of any class or
classes or property which, as a result of such adjustment and all prior adjustments
pursuant to this Section 4.1, a Warrantholder is entitled to receive upon the exercise
of such holders Option Warrants, and the number of Common Shares indicated to be
issuable upon any exercise of an Option Warrant shall be interpreted to include the
number of Common Shares or other securities or property a Warrantholder is entitled to
receive, as a result of such adjustment and all prior adjustments pursuant to this
Section 4.1, upon the exercise of the Warrant;(g)
    
    all shares of any class or classes or other securities or property which a
Warrantholder is at the time in question entitled to receive on the exercise of his
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
Common Shares which such Warrantholder is entitled to subscribe for pursuant to the
exercise of such Option Warrant;
  - 25 -




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(h)
    
    anything in this Section 4.1 to the contrary notwithstanding, no adjustment
shall be made in the subscription rights attaching to the Option 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 for directors, officers or employees of the Company or any
other currently existing obligation of the Company; and(i)
    
    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 Warrant Agent
(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 Warrant Agent, all Warrantholders and all other persons interested
therein. In the event that any such determination is made, the Company shall deliver a
certificate to the Warrant Agent describing such determination;
  4.2 Proceedings Prior to any Action Requiring Adjustment
  4.3 Certificate of Adjustment
   - 26 -




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4.4 Adjustment Rules
   4.5 Notice of Special Matters
  4.6 No Action after Notice
   - 27 -




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4.7 Protection of Warrant Agent
  (a)
    
    shall not at any time be under any duty or responsibility to any 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 of any other securities or property which may at any
time be issued or delivered upon the exercise of the subscription rights attaching to
any Option 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 (or certificates representing
same) upon the surrender or deemed surrender of any Option Warrants upon the exercise
of the subscription rights attaching to any Option Warrants 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 OPTION WARRANTS
 5.1 Exercise of Option Warrants
 (a)
    
    Upon and subject to the provisions of this Article 5, any holder of an Option
Warrant may exercise the right thereby conferred on him to subscribe for Common Shares
by delivering or causing to be delivered to the Warrant Agent after the Issue Date and
until the Expiry Time at its principal office in the City of Vancouver, or any other
place designated by the Company with the approval of the Warrant Agent, during normal
business hours on a Business Day,
 (i)
    
    the Option Warrant Certificate evidencing the Option Warrants,
with the Exercise Form attached to the Option Warrant Certificate duly
completed and executed by the holder or his executors or administrators or
other legal representatives or his or their attorney duly appointed by an
instrument in writing in form and manner satisfactory to the Warrant Agent; and(ii)
    
    either:
 A.
    
    a certified cheque, bank draft or money order
in lawful money of Canada payable to or to the order of the Warrant
Agent, in trust for
the Company, at par in such city or other place, in an amount equal
to the Exercise Consideration multiplied by the number of Option
Warrants being exercised; orB.
    
    a written notice by the Company that the
Company has received payment in full of an amount equal to the Exercise
Consideration multiplied by the number of Option Warrants being
exercised.
  - 28 -




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(b)
    
    Unless the Company has instructed the Warrant Agent in writing to waive any or
all of the following requirements, the Option Warrants may not be exercised by or for
the account or benefit of a U.S. Person or a person in the United States unless the
holder certifies in writing to the Company and the Warrant Agent that the holder: (i)
purchased the Option Special Warrants directly from the Company pursuant to a written
subscription agreement for the purchase of Option Special Warrants, (ii) is exercising
the Option Warrants solely for its own account and not on behalf of any other Person;
and (iii) was an Accredited Investor, as that term is defined in Regulation D under
the Securities Act, both on the date the Option Warrants were issued by the Company and
on the date of exercise of the Option Warrants; or (iii) a registered transferee of
such Option Warrants who has complied with Subsection 2.7(d) hereof, provided that the
Company may, in its sole discretion, accept, in substitution of the foregoing, evidence
satisfactory to the Company, acting reasonably, to the effect that the Common Shares
have been registered under the U.S. Securities Act and applicable state securities laws
or that the Common Shares may be issued upon exercise of the Option Warrants without
registration under the U.S. Securities Act and any applicable state securities laws.In determining whether any person is a U.S. Person under the terms of this
Indenture, the Warrant Agent and the Company shall be entitled to act and rely upon
the address of the Warrantholder recorded on the register.(c)
    
    The Exercise Form attached to the Option Warrant Certificate shall be signed as
set out above and shall specify:
 (i)
    
    the number of Option Warrants which the Warrantholder wishes to
exercise; and(ii)
    
    the number of Common Shares owned or controlled (beneficially
and legally) by the Warrantholder on the date of exercise; and(iii)
    
    the person or persons in whose name or names the Common Shares
issuable upon the exercise of such Option Warrants are to be registered, the
address or addresses and the social insurance number or numbers of such person
or persons and the number of Common Shares to be issued to each such person if
more than one is so specified, provided that the
Warrantholder shall only be entitled to direct his entitlement to the Common
Shares in a manner permitted by applicable securities legislation, and
provided further that no certificates for Common Shares shall be registered
at or delivered to an address in the United States unless the person in
whose name the certificates are to be registered has complied with the
requirements of subsection 2.7(d) hereof.
  - 29 -




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(d)
    
    If at the time of the exercise of the Option Warrants there remain trading
restrictions on the Common Shares issuable upon such exercise pursuant to Applicable
Securities Laws, the Company may, on the advice of counsel, endorse the certificates
representing such Common Shares with legends accordingly until such time as the Company
determines that such endorsement is no longer necessary to avoid a violation of such
securities laws by the Company and so advises the Warrant Agent in writing or unless
and until the holder of any such endorsed certificate, at the holders expense,
provides the Company with evidence satisfactory in form and substance to the Company
(which may include an opinion of counsel satisfactory to the Company) to the effect
that such holder is entitled to sell or otherwise transfer such Common Shares in a
transaction in which such endorsement is not required, whereupon such endorsed
certificate may thereafter be surrendered to the Company in exchange for a certificate
which does not bear such endorsement.(e)
    
    In the event of non-receipt of any certificates representing Common Shares
issuable upon an exercise of Option Warrants by the person to whom such certificates
are so sent as aforesaid, or the loss or destruction thereof, the Company shall issue
and the Warrant Agent shall countersign and deliver to such person a replacement
certificate of like date and tenor in place of the one lost or destroyed upon being
furnished with such evidence of ownership and non-receipt, loss or destruction and with
such indemnity and surety bond or security as the Company may reasonably require. The
Warrantholder shall bear the cost of the issue of such replacement certificates.
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5.2 Effect of Exercise of Option Warrants
 Exercise Date
   (a)
    
    cause to be mailed to the person in whose name the Common Shares so subscribed
for are to be issued, at the address specified in the Exercise Form attached to the
Option Warrant Certificate representing the Option Warrant exercised;(b)
    
    if so specified therein, cause to be delivered to such person at the office of
the Warrant Agent where such Option 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 Common Shares are to be issued at the address of
such person last appearing on the register maintained by the Warrant Agent pursuant
hereto or as such person may otherwise notify the Warrant Agent in writing on or prior
to the Exercise Date,
    - 31 -




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5.3 Postponement of Delivery of Certificates
  5.4 Option Warrants Void after Expiry Time
  5.5 Fractions
   5.6 Partial Exercise of Option Warrants
   - 32 -




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5.7 Accounting and Recording
  (a)
    
    promptly account to the Company with respect to Option Warrants exercised and
forward to the Company or to an account or accounts of the Company at a bank or trust
company designated by the Company for that purpose) all cash or instruments of payment
received on the exercise of Option Warrants; and(b)
    
    record the particulars of Option Warrants exercised, which particulars shall
include the names and addresses of the persons who become holders of Common Shares on
such exercise and the Exercise Date in respect thereof. The Warrant Agent shall
provide such particulars in writing to the Company within five (5) Business Days of any
request by the Company therefor.
 5.8 Option Warrant Exercise Proceeds
  ARTICLE 6
MEETINGS OF OPTION WARRANTHOLDERS
 6.1 Convening of Meeting
  6.2 Notice
  6.3 Chairman
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6.4 Quorum
 (a)
    
    Quorum: Subject to the provisions of Section 6.10 hereof, at any
meeting of Warrantholders a quorum will consist of two or more Warrantholders, present
in person or represented by proxy at the commencement of the meeting, who hold in the
aggregate not less than 25% of the total number of Option Warrants then outstanding.(b)
    
    No Quorum: If a quorum of Warrantholders is not present within 30
minutes after the time appointed for holding a meeting, the meeting, if convened by
Warrantholders or on a Warrantholders Request, will be dissolved, but, subject to
Section 6.10 hereof, in any other case will stand adjourned to the same day in the next
week (unless such day is not a Business Day, in which case it will be adjourned to the
next following Business Day) at the same time and place and no notice of the
adjournment need be given.(c)
    
    Adjourned Meeting: At the adjourned meeting the Warrantholders present
in person or by proxy will form a quorum and may transact any business for which the
meeting was originally convened notwithstanding the number of Option Warrants that they
hold.
 6.5 Show of Hands
  6.6 Poll
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6.7 Regulations
  (a)
    
    the setting of the record date for a meeting for the purpose of determining
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 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 Warrantholders.
  6.8 Minutes
  6.9 Powers Exercisable by Extraordinary Resolution
  (a)
    
    to agree to or sanction any modification, abrogation, alteration or compromise
of the rights of the Warrantholders or (subject to the prior consent of the Warrant
Agent therefor) the Warrant Agent in its capacity as Warrant Agent hereunder or on
behalf of Warrantholders against the Company which shall be agreed to by the Company
whether such rights arise under this Indenture or under the Option Warrants or
otherwise;(b)
    
    to assent to any change in or omission from the provisions contained in the
Option Warrants and this Indenture or any ancillary or supplemental instrument which
may be agreed to by the Company, and to authorize the Warrant Agent to concur in and
execute any ancillary or supplemental agreement embodying the change or omission;
  - 35 -




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(c)
    
    with the consent of the Company, not to be unreasonably withheld, to remove the
Warrant Agent or its successor in office and to appoint a new Warrant Agent or Warrant
Agents to take the place of the Warrant Agent so removed;(d)
    
    to require, direct or authorize the Warrant Agent to enforce any of the
covenants on the part of the Company contained in this Indenture or the Option Warrants
or to enforce any of the rights of the Warrantholders in any manner specified in such
Extraordinary Resolution or to refrain from enforcing any such covenant or right, in
each case upon the Warrant Agent being furnished with an indemnity and such funding as
the Warrant Agent may, in the reasonable exercise of its discretion determine it
requires to so act;(e)
    
    to restrain any 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 the Option Warrants or of any of the rights
conferred upon the Warrantholders by the Option Warrants and this Indenture;(f)
    
    to direct any 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 Warrantholder in
connection therewith;(g)
    
    to waive and direct the Warrant Agent to waive any default on the part of the
Company in complying with any of the provisions of this Indenture or the Option
Warrants 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 Warrantholders.
  6.10 Meaning of Extraordinary Resolution
 2/3
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6.11 Powers Cumulative
  6.12 Company, Warrantholders and Warrant Agent May be Represented
  6.13 Instruments in Writing
 2/3
 6.14 Binding Effect of Resolutions
  6.15 Holdings by the Company or Subsidiaries of the Company Disregarded
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ARTICLE 7
SUPPLEMENTAL AGREEMENTS, MERGER, SUCCESSORS
 7.1 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 Warrant Agent, relying on the
advice of counsel, prejudicial to the interests of the 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 Common Shares issuable upon the exercise of
the Option Warrants on any stock exchange, or for the purpose of complying with
applicable laws, provided that such provisions are not, in the opinion of the Warrant
Agent, relying on the advice of counsel, prejudicial to the interests of the
Warrantholders;(d)
    
    making any modification in the form of the Option Warrant Certificate which
does not affect the substance of the Option 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 Option Warrant Certificates 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 Warrant Agent, relying
on the advice of counsel, the rights of the Warrant Agent and of the Warrantholders are
in no way prejudiced thereby and provided that the Warrant Agent may in its
uncontrolled discretion decline to enter into any such supplemental indenture which in
its opinion may not afford adequate protection to the Warrant Agent when the same shall
become operative.
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7.2 Company May Consolidate, etc. on Certain Terms
  7.3 Successor Body Corporate Substituted
  ARTICLE 8
CONCERNING THE WARRANT AGENT
 8.1 No Conflict of Interest
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8.2 Replacement of Warrant Agent
  8.3 Duty of Warrant Agent
  8.4 Experts, Advisors and Agents
  (a)
    
    in relation to this Indenture, rely and act on, and shall be protected in
relying and acting 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 Warrant Agent, the Company, the Agent or otherwise; and/or(b)
    
    employ or retain 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 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 Warrant Agent may, but need not be, counsel for the Company or
the Agent.
  - 40 -




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8.5 Warrant Agent Not Required to Give Security
  8.6 Warrant Agent Not Ordinarily Bound
    - 41 -




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8.7 Warrant Agent may Rely on Certificates
       8.8 Warrant Agents Liability
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8.9 Indemnification
  8.10 No Representation as to Validity
  8.11 Acceptance of Duties
  8.12 Contracting with Company
  8.13 Warrant Agents Authority to Carry on Business
   - 43 -




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8.14 Monetary Distributions
  8.15 Trust Indenture Legislation
  8.16 Limitations on Warrant Agent
  (a)
    
    nothing in this Agreement will impose on the Warrant Agent 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 Warrant Agent shall not be bound to give notice to any person of the
execution hereof;(c)
    
    the Warrant Agent 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 Warrant Agent and any person related to the Warrant Agent 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.
  - 44 -




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ARTICLE 9
NOTICE AND CERTIFICATES
 9.1 Notice to Company or Agent
  (a)
    
    the date of delivery, if delivered during normal business hours of the Company
or the Agent, as applicable, (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.
 9.2 Notice to Warrantholders
  (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.
  - 45 -




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9.3 Notice to Warrant Agent
  (a)
    
    the date of delivery, if delivered during normal business hours of the Warrant
Agent (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.
  9.4 Mail Service Interruption
   - 46 -




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9.5 General Provisions as to Certificates
 Document
 (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.
      - 47 -




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ARTICLE 10
GENERAL PROVISIONS
 10.1 Power of Board of Directors
  10.2 Formal Date and Execution Date
  10.3 Further Assurances
  10.4 Unenforceable Terms
  10.5 Entire Agreement
  10.6 Amendments
   - 48 -




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10.7 Counterparts
  10.8 No Waiver
  10.9 Enurement
  10.10 Conflicts
  10.11 Assignment
  [The remainder of this page has been intentionally left blank]
  - 49 -




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IN WITNESS WHEREOF
 IVANHOE ENERGY INC.Per:
    
    /s/ Beverly A. Bartlett

Beverly A. BartlettVice President & Corporate SecretaryMACQUARIE CAPITAL MARKETS CANADA LTD.Per:
    
    /s/ Tom Ebbern

Tom EbbernPer:
    
    /s/ Josh Woitas

Josh Woitas, Senior ManagerCIBC MELLON TRUST COMPANYPer:
    
    /s/ Van Bot

Authorized SignatoryPer:
    
    /s/ Tricia Murphy

Tricia Murphy
  - 50 -




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SCHEDULE A
 IVANHOE ENERGY INC. OPTION WARRANT CERTIFICATE
   THE FOLLOWING LEGEND FOR U.S. PURCHASERS ONLY
  THE FOLLOWING LEGENDS ONLY IF THE OPTION SPECIAL WARRANTS WERE CONVERTED PRIOR TO RECEIPT OF FINAL
RECEIPT




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WARRANTS
 IVANHOE ENERGY INC.
 WARRANT CERTIFICATE NO.
    
    Warrants
 
      - 2 -




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th
    - 3 -




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(a)
    
    the executor, administrator, heir or legal representative of the heirs of the
estate of a Warrantholder,(b)
    
    a guardian, committee, trustee, curator or tutor representing a Warrantholder
who is an infant, an incompetent person or a missing person,(c)
    
    a liquidator of, or a trustee in bankruptcy for, a Warrantholder, or(d)
    
    a transferee of a Warrantholder who provides the Warrant Agent with evidence
satisfactory to the Warrant Agent 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 this Option Warrant Certificate, that such transferee is/was
either: (i) not in the United States at the time the buy order for the Option Warrants
was executed, not acquiring the Option Warrants for the account or benefit of a U.S.
Person or a person in the United States and was not offered the Option Warrants in the
United States, or (ii) a person that has purchased or acquired Option Warrants in a
transaction that was 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 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 Option Warrants involved.
    - 4 -




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- 5 -




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IVANHOE ENERGY INC.Per:Authorized Signatory
  CIBC MELLON TRUST COMPANY
 Per:Authorized Signatory
  - 6 -




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EXERCISE INSTRUCTIONS TO OPTION WARRANTHOLDER
 IVANHOE ENERGY INC.
   - 7 -




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EXERCISE FORM
 To:
    
    Ivanhoe Energy Inc.c/o CIBC Mellon Trust CompanySuite 1600, The Oceanic Plaza1066 West Hastings StreetVancouver, British ColumbiaV6E 3X1
 
  Number(s) orAmount(s) of CommonName(s) in Full
    
    Address(es)
    
    Shares
 No certificates will be registered or delivered to an address in the United States unless Box
B below is checked.




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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 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 Option
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 Option Warrants in a
transaction that was exempt from registration under the U.S. Securities Act and
applicable state securities laws and in compliance with Subsections 2.7(d) of the
Option Warrant Indenture.
 
 Signature Guaranty*
    
    Signature of Subscriber**Name of SubscriberAddress (include Postal Code)SIN/TIN Number (if any)
 *
    If the Common Shares are to be issued to a person other than the registered holder, then the
signature of the Subscriber must be guaranteed by a bank or medallion guaranteed by a member
of a recognized medallion guarantee program.**
    This signature must correspond exactly with the name appearing on the registration panel.o
    Check box if the share certificates are to be delivered at the office where this Warrant is
exercised, failing which they will be mailed.
  - 2 -




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TRANSFER OF OPTION WARRANTS
  NameAddress
 
 
 Signature Guaranteed
    
    (Signature of 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 Warrant Agent and the Company.2.
    
    The signature on the Transfer Form must be guaranteed by an authorized officer of a Schedule
1 chartered bank or medallion guaranteed by a member of a recognized medallion guarantee
program.3.
    
    Option Warrants will only be transferable in accordance with applicable securities laws and
stock exchange regulations. The transfer of Option Warrants to a transferee may, depending on
the residency of such transferee, result in the securities obtained upon the exercise of the
Option Warrants not being freely tradeable in the jurisdiction where the transferee is
resident.
 4.
    
    Unless the Company has otherwise instructed the Warrant Agent in writing, no transfer of
Option Warrants will be valid unless this Transfer Form is accompanied by: (a) a duly
executed declaration by the transferee of Option Warrants in the form attached as Exhibit A
to this Transfer Form; and (b) such other evidence as the Warrant Agent may reasonably require
that the transfer of such Option Warrants is being made in accordance with all applicable
securities legislation.




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EXHIBIT A
 DECLARATION OF TRANSFEREE OF OPTION WARRANTS
OF IVANHOE ENERGY INC.
 TO:
    
    CIBC Mellon Trust Company, Warrant Agent of the Option Warrants of
Ivanhoe Energy Inc.
 AND TO:
    
    Ivanhoe Energy Inc. (the Company)
    o
    
    A.
    
    (i)
    
    no offers to sell the Subject 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 Subject Securities; and(iii)
    
    the Transferee and each beneficial transferee for whom he is
acting, is not, and is not acquiring the Subject Securities for the account or
benefit of, a U.S. Person as defined in Rule 904 of Regulation S under the U.S.
Securities Act.
 o
    
    B.
    
    The Transferee has acquired the Option 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 an Option Warrant Indenture which
contains restrictions with respect to the exercise and transfer of Option Warrants.




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Name of TransfereeBy:Signature of Authorized RepresentativeName of Person SigningTitle
  - 2 -