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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 toSection 13(a)or15(d)of the Securities
Exchange Act of 1934. For
the fiscal year ended December 31, 2003
    
    Commission File Number:
00050473
 IVANHOE MINES LTD. (Exact name of Registrant as specified in its charter)
 Yukon, Canada(Province or other jurisdiction of
incorporation or organization)
    
    1021(Primary Standard Industrial
Classification Code Number)
    
    Not Applicable(I.R.S. Employer Identification 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) Securities registered or to be registered pursuant to Section 12(b) of the Act:
None Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares without par value(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None For annual reports, indicate by check mark the information filed with this
Form: þ Annual Information Form
    
    þ Audited Annual Financial Statements
 Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report: 265,440,052 Common Shares outstanding as of December 31, 2003




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Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the
filing number assigned to the Registrant in connection with such Rule. Yes o          No þ Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes þ          No o




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FORWARD LOOKING STATEMENTS This annual report contains or incorporates by reference forward-looking
statements. All statements other than statements of historical fact included or
incorporated by reference in this annual report that address activities, events
or developments that we expect or anticipate may or will occur in the future
are forward looking statements, including, but not limited to, statements
relating to mineral resources and reserves; the amount and nature of our
capital expenditures; plans for exploration and development; prices for mineral
products, timing and amount of future production; operating and other costs;
business strategies and plans of management; and prospective development and
acquisitions. Such forward looking statements are subject to risks, uncertainties and other
factors, many of which are beyond our control, including: changes in commodity
prices, unanticipated reserve and resource grades, geological, metallurgical,
processing, transportation, infrastructure and other problems, results of
exploration activities, cost overruns, availability of materials and equipment,
timeliness of government approvals, political risk and related economic risk,
actual performance of plant, equipment and processes relative to specifications
and expectations and unanticipated environmental impacts on operations, changes
in governmental regulation of the mining industry, including environmental
regulation; uncertainty of estimates of mineral resources and reserves, impact
of competition, availability and cost of drilling and other equipment,
operating hazards and other difficulties inherent in the exploration for
minerals, fluctuations in foreign exchange or interest rates and stock market
volatility and the timing and success of integrating the business and
operations of acquired companies. These and additional factors are described in more detail under the heading
Risk Factors in the Renewal Annual Information Form for the fiscal year ended
December 31, 2003 attached hereto as Exhibit 1. Events or circumstances could
cause our actual results to differ materially from those estimated or projected
and expressed in, or implied by, these forward looking statements. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this annual report, the Registrant
carried out an evaluation, under the supervision and with the participation of
the Registrants management, including the CEO and CFO, of the effectiveness of
the Registrants disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act
of 1934 (the Exchange Act)). Based on that evaluation, the CEO and CFO have
concluded that as of such date the Registrants disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Registrant in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in United States Securities and Exchange Commission (SEC) rules and
summarized and reported within the time periods specified in United States
Securities and Exchange Commission rules and forms. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the fiscal year ended December 31, 2003, there were no changes in the
registrants internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the registrants
internal control over financial reporting. AUDIT COMMITTEE The Registrants board of directors has a separately-designated standing Audit
Committee established in accordance with section 3a(58)(A) of the Exchange Act
for the purpose of overseeing the accounting and financial reporting processes
of the Registrant and audits of the Registrants annual financial statements.




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As of the date of this annual report, the members of the Audit Committee are
Messrs. M. Faber, J. Weatherall and K. Thygesen. AUDIT COMMITTEE FINANCIAL EXPERT The Registrants board of directors has not yet determined if the Audit
Committee has an audit committee financial expert but it plans to do so
promptly after the determination of the composition of the board at the
Registrants next annual general meeting on June 10, 2004. Upon such
determination, the Registrant will file an amended Form 40-F with the SEC. The board of directors believes that the current members of the Audit Committee
as a whole, based on their experiences and backgrounds, are qualified to
effectively carry out the duties and responsibilities of the Audit Committee.
Each Audit Committee member has significant experience in accounting and audit
functions, internal controls and budget preparation and has an understanding of
generally accepted accounting principles and financial statements. CODE OF BUSINESS CONDUCT AND ETHICS The Registrant has adopted a written Code of Business Conduct and Ethics that
applies to everyone at Ivanhoe Mines Ltd., including all directors, employees
and officers. The Code of Business Conduct and Ethics includes, among other
things, written standards for the Registrants principal executive officer,
principal financial officer and principal accounting officer that are required
by the SEC for a code of ethics applicable to such officers. To review or
obtain a copy of the Registrants Code of Business Conduct and Ethics, see
Corporate and Social Responsibilities  Code of Business Conduct and Ethics
posted on the Registrants website, www.ivanhoe-mines.com. PRINCIPAL ACCOUNTANT FEES AND SERVICES Deloitte & Touche LLP has served as the Registrants auditing firm since
January 1995. Fees billed by Deloitte & Touche LLP and its affiliates during
fiscal 2003 and fiscal 2002 were Canadian $999,370 and Canadian $733,680,
respectively. The aggregate fees billed by the auditors in fiscal 2003 and
fiscal 2002 are detailed below. (Canadian $ in 000's)
    
    2003
    
    2002Audit Fees (a)
    
    $
    854
    
    
    $
    540Audit Related Fees (b)
    
    
    10
    
    
    
    13Tax Fees (c)
    
    
    135
    
    
    
    181All Other Fees (d)
    
    
    
    
    
    
    Total
    
    $
    999
    
    
    $
    734
  (a)
    
    Fees for audit services billed or expected to be billed relating to
fiscal 2003 and 2002 consisted of:  
    
    audit of the Registrants annual statutory financial statements
    
    audit of the Registrants statutory financial statements of two subsidiaries
    
    reviews of the Registrants quarterly financial statements




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
    
    comfort letters, consents, and other services related to
Securities and Exchange Commission and Canadian securities
regulatory authorities matters  (b)
    
    Fees for audit-related services provided during fiscal 2003 and 2002
consisted of financial accounting and reporting consultations.(c)
    
    Fees for tax services provided during fiscal 2003 and 2002 consisted of
tax compliance, and tax planning and advice. Pre-Approval Policies and Procedures: All services to be performed by the Registrants independent auditor must be
approved in advance by the Audit Committee or a designated member of the Audit
Committee (Designated Member). The Designated Member is a member of the
Audit Committee who has been given the authority to grant pre-approvals of
permitted audit and non-audit services. The Audit Committee has considered whether the provision of services other than
audit services is compatible with maintaining the auditors independence and
has adopted a policy governing the provision of these services. This policy
requires the pre-approval by the Audit Committee or the Designated Member of
all audit and non-audit services provided by the external auditor, other than
any de minimus non-audit services allowed by applicable law or regulation. The
decisions of the Designated Member to pre-approve a permitted service needs to
be reported to the Audit Committee at its regularly scheduled meetings. Pre-approval from the Audit Committee or Designated Member can be sought for
planned engagements based on budgeted or committed fees. No further approval is
required to pay pre-approved fees. Additional pre-approval is required for any
increase in scope or in final fees. OFF-BALANCE SHEET ARRANGEMENTS During the most recent financial year, the Registrant was not a party to any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future material effect on its financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The information provided under the heading Managements Discussion and
Analysis of Financial Condition and Results of Operations  Contractual
Obligations, contained in Exhibit 3 to this Annual Report on Form 40-F, is
incorporated by reference herein. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS Undertaking The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.




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Consent to Service of Process The Registrant filed an Appointment of Agent for Service of Process and
Undertaking on Form F-X on December 17, 2003 with respect to the class of
securities in relation to which the obligation to file the Form 40-F arises. Any change to the name or address of the agent for service of process of the
registrant shall be communicated promptly to the SEC by an amendment to the
Form F-X referencing the file number of the relevant registration statement. SIGNATURE Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized. Dated: April 30, 2004 IVANHOE MINES LTD.




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EXHIBIT INDEX Exhibit Number
    
    Document1
    
    Annual Information Form for the year ended December 31, 2003.2
    
    Audited Comparative Consolidated Financial Statements of
Ivanhoe Mines Ltd., including the notes thereto, as of
December 31, 2003 and 2002, including a reconciliation to
United States generally accepted accounting principles, and
together with the auditors report thereon.3
    
    Managements Discussion and Analysis of Financial Condition,
Results of Operations.4
    
    Consent of Deloitte & Touche LLP, Chartered Accountants.5
    
    Consent of Stephen Juras, Professional Engineer.6
    
    Consent of Stephen Hodgson, Professional Engineer.7
    
    Consent of Paul Chare, Professional Engineer.8
    
    Consent of Ben Maynard, Professional Engineer.9
    
    Consent of Charles Forster, Professional Engineer.10
    
    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).11
    
    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).12
    
    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 2002.13
    
    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.