U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 40-F
 o Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or
 þ Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
 For
the fiscal year ended December 31, 2009
    
    Commission File Number: [001-32403]
 IVANHOE MINES LTD.
 (Exact name of Registrant as specified in its charter)
 Yukon, Canada
    
    1021
    
    Not Applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employer Identification Number)incorporation or organization)
    
    Classification Code Number)
 Suite 654, 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1, (604) 688-5755  (Address and telephone number of registrants principal executive offices)
 CT Corporation System
111 Eighth Avenue
New York, New York
10011
(212) 894-8700
 (Name, address and telephone number of agent for service in the United States)
  New York Stock Exchange/Common Shares without par value
    
    Nasdaq Stock Market(Title of Class)
    
    (Exchanges)
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  425,447,552 Common Shares outstanding as of December 31, 2009
  þ o
  o o




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In this annual report on Form 40-F, all funds are quoted in Canadian dollars unless otherwise
indicated.
 PRINCIPAL DOCUMENTS
  A. Annual Information Form
  B. Audited Annual Financial Statements
  C. Managements Discussion and Analysis
  FORWARD-LOOKING STATEMENTS
   2




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NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED,
 INDICATED AND INFERRED RESOURCES
  3




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ADDITIONAL DISCLOSURE
 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
    Managements Report on Internal Control over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
  4




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AUDIT COMMITTEE
   AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF BUSINESS CONDUCT AND ETHICS
   PRINCIPAL ACCOUNTANT FEES AND SERVICES
  5




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($ in 000s)
    
    2009
    
    
    2008Audit Fees (a)
    
    $
    873
    
    
    $
    1,030Audit Related Fees (b)
    
    
    1,469
    
    
    
    1,960Tax Fees (c)
    
    
    26
    
    
    
    43All Other Fees (d)
    
    
    35
    
    
    
    297Total
    
    $
    2,403
    
    
    $
    3,330
 
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2009 and 2008
consisted of: 
    
    audit of the Companys annual statutory financial statements; and
    
    audit of its subsidiaries, SouthGobi Energy Resources Ltd.s and Ivanhoe Australia
Limiteds, annual statutory financial statements.
 In addition, in 2009 and 2008, fees were paid for services provided in connection with
review pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the required
attestations relating to internal controls.
 (b)
    
    Fees for audit-related services provided during fiscal 2009 and 2008 consisted of:
 
    
    translation services;
    
    financial accounting and reporting consultations;
    
    reviews of the interim financial statements of the Company and its subsidiaries; and
    
    comfort letters, consents, and other services related to SEC, Canadian and other
securities regulatory authorities matters.
 (c)
    
    Fees for tax services provided during fiscal 2009 and 2008 consisted of income tax compliance
and tax planning and advice relating to transactions and proposed transactions of the Company
and its subsidiaries.(d)
    
    The Company incurred fees of $35,000 and $297,000 for products and services provided by its
principal accountant during fiscal 2009 and 2008 not disclosed in subsections (a), (b) or (c).
 Pre-Approval Policies and Procedures
   6




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OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  CORPORATE GOVERNANCE PRACTICES
 Corporate Governance Practices Compared to NYSE and Nasdaq Listing Standards
  7




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Presiding Director at Meetings of Non-Management Directors
  Communication with Non-Management Directors
  Corporate Governance Guidelines
  Board Committee Mandates
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 Undertaking
  Consent to Service of Process
   8




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SIGNATURE
   IVANHOE MINES LTD.By:
    /s/ Beverly A. BartlettName:
    Beverly A. BartlettTitle:
    Vice President and Corporate Secretary 9




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EXHIBIT INDEX
 Exhibit Number
    
    Document1
    
    
    Annual Information Form for the year ended December 31, 2009.2
    
    
    Audited Consolidated Financial Statements of Ivanhoe Mines
Ltd., including the notes thereto, as of and for the years
ended December 31, 2009 and 2008, together with the reports
thereon of the Independent Registered Chartered Accountants.3
    
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.23.1
    
    
    Consent of Deloitte & Touche LLP, Independent Registered
Chartered Accountants.23.2
    
    
    Consent of AMEC Minproc Limited.23.3
    
    
    Consent of Bernard Peters.23.4
    
    
    Consent of John Vann.23.5
    
    
    Consent of Dean David.23.6
    
    
    Consent of Scott Jackson.23.7
    
    

Consent of Albert Chance.23.8
    
    
    Consent of Stephen Torr.23.9
    
    

Consent of Norwest Corporation.23.10
    
    

Consent of Alister Horn.23.11
    
    

Consent of Richard Tifft III.31.1
    
    
    Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).31.2
    
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).32.1
    
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.