EXHIBIT 1
 IVANHOE MINES LTD.
 Annual Information Form




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2 TABLE OF CONTENTS
 CORPORATE STRUCTURE
    
    
    10Name, Address and Incorporation
    
    
    10Intercorporate Relationships
    
    
    10GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    11Overview
    
    
    11Three Year History
    
    
    11Risk Factors
    
    
    14DESCRIPTION OF THE BUSINESS
    
    
    26Overview
    
    
    26Qualified Persons
    
    
    26Oyu Tolgoi Copper and Gold Project, Mongolia
    
    
    26Ovoot Tolgoi Coal Mine, Mongolia
    
    
    50Other Projects
    
    
    62Other Information
    
    
    64DIVIDENDS
    
    
    65DESCRIPTION OF CAPITAL STRUCTURE
    
    
    66Common
Shares
    
    
    66Preferred
Shares
    
    
    66MARKET FOR SECURITIES
    
    
    67DIRECTORS AND OFFICERS
    
    
    66Name
and Occupation
    
    
    67Shareholdings
of Directors and Executive Officers
    
    
    70Committees
of the Board
    
    
    70Conflicts
of Interest
    
    
    71Audit
Committee Information
    
    
    71INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    71TRANSFER AGENTS AND REGISTRARS
    
    
    72MATERIAL CONTRACTS
    
    
    72INTERESTS OF EXPERTS
    
    
    73ADDITIONAL INFORMATION
    
    
    73SCHEDULE A
    
    
    74




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3 Forward-Looking Information
    Currency and Exchange Rates
 .




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4   Year Ended December 312008
    
    2007
    
    2006End of period
    
    
    1.2246
    
    
    
    0.9881
    
    
    
    1.1653High for the period
    
    
    1.2969
    
    
    
    1.1853
    
    
    
    1.1726Low for the period
    
    
    0.9719
    
    
    
    0.9170
    
    
    
    1.0990Average for the period
    
    
    1.0660
    
    
    
    1.0748
    
    
    
    1.1342
  Defined Terms and Abbreviations
  ABCP
 Au
 CIM
 CIM Standards
 Cloncurry Project
 Coal Transaction
 Common Shares
 Cu
 CuEq
 Entrée
 Entrée Earn-in Agreement
 Entrée Joint Venture
 g/t
 GSC Paper 88  21
 GRD Minproc




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5 Hugo Dummett Deposits
 Hugo North
 Hugo North Extension
 Hugo South
 IMMI
 Integrated Development Plan 2005 IDP05
 Investment Agreement
 Ivanhoe Australia
 IVN
 IVN Group
 km
 km 2
 lb
 m
 Major Drilling Mongolia
 Mamahak Coal Project
 Mamahak Joint Venture
 MEL
 Mo
 MCM Concession
 NI 43-101
 Norwest
 OT Technical Committee
 Ovoot Tolgoi




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6 Ovoot Tolgoi Coal Mine
 Ovoot Tolgoi Mining Licence
 Ovoot Tolgoi Technical Report
 Oyu Tolgoi Project
 Oyu Tolgoi Technical Report
 oz
 ppm
 Preferred Shares
 Rio Tinto
 Rio Tinto Credit Agreement
 Rio Tinto Transaction
 Sapphire
 Savage River Project
 South-East Field
 Southern Oyu Deposits
 SouthGobi
 Southgobi sands
 TAG
 Tanan Drilling
 tpd
 tpy
 Underground
 West Field




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7 Conversion Factors
  Imperial Measure     =
    
    Metric Unit
    
    Metric Unit     =
    
    Imperial Measure2.47 acres
    
    1 hectare
    
    0.4047 hectares
    
    1 acre3.28 feet
    
    1 m
    
    0.3048 m
    
    1 foot0.62 miles
    
    1 km
    
    1.609 km
    
    1 mile0.032 ounces (troy)
    
    1 gram
    
    31.1 grams
    
    1 ounce (troy)2.205 pounds
    
    1 kilogram
    
    0.454 kilograms
    
    1 pound1.102 tons (short)
    
    1 tonne
    
    0.907 tonnes
    
    1 ton0.029 ounces (troy)/ton
    
    1 gram/tonne
    
    34.28 grams/tonne
    
    1 ounce (troy)/ton
 Glossary of Geological and Mining Terms
 anomaly:
 assay:
 chalcocite:
 chalcopyrite:
 concentrate:
 concentrator:
 covellite:
 cut-off grade:
 dyke:
 fault:
 feasibility study:
 flotation:
 gangue:




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8 hypogene:
 HQ:
 indicated mineral resource:
 inferred mineral resource:
 intrusive:
 IP:
 kriging:
 leach:
 measured mineral resource:
 mineral reserve:
 mineral resource (deposit):
 NQ:
 porphyry:




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9 preliminary assessment
 preliminary feasibility study pre-feasibility study
 probable reserve:
 proven reserve:
 PQ:
 qualified person:
 QMD or quartz monzodiorite:
 RC:
 seam:
 splits:
 stock:
 strike:
 sulphides:
 supergene:




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10 CORPORATE STRUCTURE
 Name, Address and Incorporation
 Company Act Business Corporations Act
  Intercorporate Relationships
  Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    IVN Ownership InterestIvanhoe Mines Delaware Holdings, LLC
    
    Delaware
    
    
    100
    %Ivanhoe Mines Aruba Holdings LLC
    
    Aruba
    
    
    100
    %Ivanhoe Oyu Tolgoi (BVI) Ltd.
(formerly Ivanhoe Mines Mongolia Inc.)
    
    British Virgin Islands
    
    
    100
    %Ivanhoe Mines Mongolia Inc. LLC
    
    Mongolia
    
    
    100
    %SouthGobi Energy Resources Ltd.(1)
    
    British Columbia
    
    
    80.19
    %SGQ Coal Investment Pte. Ltd.(1)
    
    Singapore
    
    (1)Southgobi sands LLC(1)
    
    Mongolia
    
    (1)Ivanhoe Australia Limited(2)
    
    Australia
    
    
    82.88
    %
 
 (1)
    
    As of December 31, 2008, SouthGobi is beneficially owned as to approximately 80.19%
by IVN. Each of SGQ Coal Investment Pte. Ltd. and Southgobi sands LLC is a direct or indirect
wholly-owned subsidiary of SouthGobi.(2)
    
    As of December 31, 2008, Ivanhoe Australia is beneficially owned as to approximately
82.88% by IVN




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11 GENERAL DEVELOPMENT OF THE BUSINESS
 Overview
  Three Year History
  2006




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12  2007
    2008




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13      2009 to date




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14   Outlook
  Risk Factors
  IVN may be unsuccessful in completing an Investment Agreement with the Government of Mongolia.




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IVNs ability to carry on business in Mongolia is subject to political risk.
    There can be no assurance that IVN will be capable of raising the additional funding that it
needs to carry out its development and exploration objectives.




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16   Lack of infrastructure in proximity to IVNs material properties could adversely affect mining
feasibility.
  The resource and reserve estimates for the IVN Groups projects disclosed in this Annual
Information Form are estimates only and are subject to change based on a variety of factors,
some of which are beyond the IVN Groups control. The IVN Groups actual production, revenues
and capital expenditures may differ materially from these estimates.




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17    Mining projects are sensitive to the volatility of metal prices.




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18 Copper

    
    GoldYear
    
    High
    
    Low
    
    Average
    
    High
    
    Low
    
    Average2004
    
    $
    1.49
    
    
    $
    1.06
    
    
    $
    1.30
    
    
    $
    454
    
    
    $
    375
    
    
    $
    4092005
    
    $
    2.11
    
    
    $
    1.39
    
    
    $
    1.67
    
    
    $
    536
    
    
    $
    411
    
    
    $
    4442006
    
    $
    3.99
    
    
    $
    2.06
    
    
    $
    3.05
    
    
    $
    725
    
    
    $
    524
    
    
    $
    6042007
    
    $
    3.77
    
    
    $
    2.37
    
    
    $
    3.23
    
    
    $
    841
    
    
    $
    604
    
    
    $
    6952008
    
    $
    4.08
    
    
    $
    1.26
    
    
    $
    3.15
    
    
    $
    1,011
    
    
    $
    713
    
    
    $
    872
 IVNs business in Mongolia may be subject to legal risk.
  Recent and future amendments to Mongolian laws could adversely affect IVNs mining rights in the
Oyu Tolgoi Project or make it more difficult or expensive to develop the project and carry out
mining.




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19 IVN may experience difficulties with its joint venture partners.
  IVN may be unable to enforce its legal rights in certain circumstances.
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact IVNs
business.
   IVN is subject to substantial environmental and other regulatory requirements and such
regulations are becoming more stringent. Non-compliance with such regulations, either through
current or future operations or a pre-existing condition could materially adversely affect IVN.




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20   Previous mining operations may have caused environmental damage at current and former IVN mining
projects, and if IVN cannot prove that such damage was caused by such prior operators, its
indemnities and exemptions from liability may not be effective.
  The actual cost of developing the Oyu Tolgoi Project may differ significantly from IVNs
estimates and involve unexpected problems or delays.
  
    
    anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;
    
    anticipated recovery rates of copper and gold from the ore;
    
    cash operating costs of comparable facilities and equipment; and
    
    anticipated climatic conditions.
  
    
    the timing and cost, which can be considerable, of the construction of mining and
processing facilities;
    
    the availability and cost of skilled labour, power, water and transportation;
    
    the availability and cost of appropriate smelting and refining arrangements;
    
    the need to obtain necessary environmental and other government permits, and the timing
of those permits; and
    
    the availability of funds to finance construction and development activities.




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21 
  IVNs valuation of its investment in the commercial paper it received as a result of the ABCP
settlement may not reflect actual amounts recovered in the future
  IVNs ability to obtain dividends or other distributions from its subsidiaries may be subject to
restrictions imposed by law, foreign currency exchange regulations and financing arrangements.
  There can be no assurance that the interest held by IVN in its exploration, development and
mining properties is free from defects or that material contractual arrangements between IVN and
entities owned or controlled by foreign governments will not be unilaterally altered or revoked.




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22 The proceeds from the sale of the Savage River Project are dependent on iron ore prices and the
remaining supply of ore at the Savage River Project.
  Competition for new mining properties by larger, more established companies may prevent IVN from
acquiring interests in additional properties or mining operations.
  There is no assurance that IVN will be capable of consistently producing positive cash flows.
  A substantial portion of IVNs operations involve exploration and development and there is no
guarantee that any such activity will result in commercial production of mineral deposits.




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23 IVN cannot insure against all of the risks associated with mining.
  
    
    rock bursts, slides, fires, earthquakes or other adverse environmental occurrences;
    
    industrial accidents;
    
    labour disputes;
    
    political and social instability;
    
    technical difficulties due to unusual or unexpected geological formations;
    
    failures of pit walls; and
    
    flooding and periodic interruptions due to inclement or hazardous weather condition.
  
    
    damage to, and destruction of, mineral properties or production facilities;
    
    personal injury;
    
    environmental damage;
    
    delays in mining;
    
    monetary losses; and
    
    legal liability.
  As a result of the rights to acquire Common Shares and other rights granted to Rio Tinto
pursuant to the Rio Tinto Transaction and the Rio Tinto Credit Agreement, Rio Tinto has the
ability to significantly influence the business and affairs of IVN.




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24  IVN is exposed to risks of changing political stability and government regulation in the
countries in which it operates.
   IVNs prospects depend on its ability to attract and retain key personnel.
  Certain directors of IVN are directors or officers of, or have significant shareholdings, in
other mineral resource companies and there is the potential that such directors will encounter
conflicts of interest with IVN.




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25 Business Corporations
Act
 Capital markets are experiencing increased volatility.




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26


DESCRIPTION OF THE BUSINESS


Overview




Qualified Persons




Relationship toProperty
    
    Qualified Person
    
    CorporationOyu Tolgoi Project
    
    Bernard Peters, GRD Minproc
    
    Independent ConsultantOvoot Tolgoi Coal Mine
    
    Stephen Torr, Chief Resource
Geologist, IVN
    
    Non-IndependentOvoot Tolgoi Coal Mine
    
    Gene Wusaty, Chief Operating
Officer, SouthGobi
    
    Non-Independent


Oyu Tolgoi Copper and Gold Project, Mongolia




Project Description and Location






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27      Environment




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28        Approval
    
    
    
    ApprovalEIA
    
    EIA Component
    
    Status
    
    Supplementary EIAs
    
    StatusVolume I
    
    Road and Power Corridor
to China
    
    Approved 2004
    
    Re-alignment
    
    Approved 2007Volume II
    
    Water Resource
    
    Approved 2005
    
    Increase in water demand
(explanatory note prepared)
    
    Approved 2009Pipeline & Bore field
Infrastructure
    
    PreparedVolume III
    
    Mine and Processing
    
    Approved
2007Volume IV
    
    Coal Fired Power Plant
    
    PreparedVolume V
    
    Airport Re-location
    
    Approved
2007Volume VI
    
    Infrastructure  Construction
    
    
    
    Temporary Fuel Storage Depot
    
    Approved
2004




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29 Approval
    
    
    
    ApprovalEIA
    
    EIA Component
    
    Status
    
    Supplementary EIAs
    
    StatusEmulsion Plant
    
    Approved 2005Shaft #1
    
    Approved 2005Shaft # 2
    
    Approved 2007Quarry & Batch Plant
    
    Approved 2007Diesel Power Plant
    
    Approved 2007Waste Water Treatment Plant
    
    Approved 2007Chemicals import & usage
    
    Approved 2008
  Accessibility, Climate, Local Resources and Physiography




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30      History




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31 2
      Geology and Mineralization




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32       Heruga Deposit




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33    Southern Oyu Deposits




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34   Hugo Dummett Deposits




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35






Exploration












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36    Drilling




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37   Sampling, Analyses and Security




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38   Mineral
Resources and Mineral Reserves
  Mineral
Resources
  Total Oyu Tolgoi Project Mineral Resources March 2008 (1)(2)  (based on a 0.60% copper equivalent cut-off)
 Contained Metal(4)Resource
    
    
    
    
    
    Cu
    
    Au
    
    Mo
    
    CuEq(3)
    
    Cu
    
    Au
    
    CuEq(3)Category
    
    Tonnes
    
    (%)
    
    (g/t)
    
    (ppm)
    
    (%)
    
    (000 lbs)
    
    (ounces)
    
    (000 lbs)Measured
    
    
    101,590,000
    
    
    
    0.64
    
    
    
    1.10
    
    
    
    
    
    
    
    1.34
    
    
    
    1,430,000
    
    
    
    3,590,000
    
    
    
    3,000,000Indicated
    
    
    1,285,840,000
    
    
    
    1.38
    
    
    
    0.42
    
    
    
    
    
    
    
    1.65
    
    
    
    39,120,000
    
    
    
    17,360,000
    
    
    
    46,770,000Measured + Indicated
    
    
    1,387,430,000
    
    
    
    1.33
    
    
    
    0.47
    
    
    
    
    
    
    
    1.63
    
    
    
    40,680,000
    
    
    
    20,970,000
    
    
    
    49,860,000Inferred
    
    
    2,157,130,000
    
    
    
    0.81
    
    
    
    0.34
    
    
    
    50
    
    
    
    1.05
    
    
    
    38,390,000
    
    
    
    23,860,000
    
    
    
    50,140,000
 
  (1)
    
    Resource classifications conform to CIM Standards on Mineral Resources and Reserves
referred to in National Instrument 43-101. Mineral Resources that are not Reserves do not
have demonstrated economic viability. Measured and Indicated Resources are that part of a
mineral resource for which quantity and grade can be estimated with a level of confidence




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39 sufficient to allow the application of technical and economic parameters to support mine
planning and evaluation of the economic viability of the project. An Inferred Resource is
that part of a mineral resource for which quantity and grade can be estimated on the basis
of geological evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity.(2)
    
    This table includes estimated resources on the Hugo North Extension Deposit and the
Heruga deposit. These deposits are located on mineral licences owned by Entrée but subject
to the Entrée Joint Venture. These resources consist of indicated
resources of 117,000,000 tonnes grading 1.8% copper and 0.61 g/t gold and inferred resources
of 855,500,000 tonnes grading 0.53% copper and 0.52 g/t gold and a 142ppm Molybdenum at a
0.6% cut-off grade on the combined Hugo North Extension and Heruga Deposits.(3)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(4)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper. Differences in
measured and indicated totals relate to rounding associated with tonnes and grade.    Southern
Oyu Mineral Resources
  Southern Oyu Deposits (1)(2)
 Contained Metals(4)CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq
    
    Cu
    
    Au
    
    CuEq(3)Southern Oyu Deposits
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)(3)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Measured
    

    1.0
    
    
    
    59,550,000
    
    
    
    0.77
    
    
    
    1.55
    
    
    
    1.76
    
    
    
    1,011,000
    
    
    
    2,970,000
    
    
    
    2,311,0000.7
    
    
    
    84,140,000
    
    
    
    0.69
    
    
    
    1.25
    
    
    
    1.49
    
    
    
    1,280,000
    
    
    
    3,380,000
    
    
    
    2,764,0000.6
    
    
    
    101,590,000
    
    
    
    0.65
    
    
    
    1.09
    
    
    
    1.34
    
    
    
    1,456,000
    
    
    
    3,560,000
    
    
    
    3,001,0000.5
    
    
    
    115,180,000
    
    
    
    0.61
    
    
    
    1.00
    
    
    
    1.25
    
    
    
    1,549,000
    
    
    
    3,700,000
    
    
    
    3,174,0000.4
    
    
    
    123,440,000
    
    
    
    0.59
    
    
    
    0.95
    
    
    
    1.20
    
    
    
    1,606,000
    
    
    
    3,770,000
    
    
    
    3,266,0000.3
    
    
    
    126,690,000
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1.17
    
    
    
    1,620,000
    
    
    
    3,790,000
    
    
    
    3,268,0000.25
    
    
    
    127,550,000
    
    
    
    0.58
    
    
    
    0.92
    
    
    
    1.17
    
    
    
    1,631,000
    
    
    
    3,770,000
    
    
    
    3,290,0000.2
    
    
    
    127,800,000
    
    
    
    0.58
    
    
    
    0.92
    
    
    
    1.17
    
    
    
    1,634,000
    
    
    
    3,780,000
    
    
    
    3,296,000




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40 Contained Metals(4)CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq
    
    Cu
    
    Au
    
    CuEq(3)Southern Oyu Deposits
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)(3)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Indicated
    
1.0
    
    
    
    102,330,000
    
    
    
    0.85
    
    
    
    0.82
    
    
    
    1.38
    
    
    
    1,918,000
    
    
    
    2,700,000
    
    
    
    3,113,0000.7
    
    
    
    279,850,000
    
    
    
    0.71
    
    
    
    0.50
    
    
    
    1.02
    
    
    
    4,380,000
    
    
    
    4,500,000
    
    
    
    6,293,0000.6
    
    
    
    430,830,000
    
    
    
    0.63
    
    
    
    0.40
    
    
    
    0.89
    
    
    
    5,984,000
    
    
    
    5,540,000
    
    
    
    8,453,0000.5
    
    
    
    617,530,000
    
    
    
    0.57
    
    
    
    0.35
    
    
    
    0.79
    
    
    
    7,760,000
    
    
    
    6,950,000
    
    
    
    10,755,0000.4
    
    
    
    827,050,000
    
    
    
    0.51
    
    
    
    0.30
    
    
    
    0.70
    
    
    
    9,299,000
    
    
    
    7,980,000
    
    
    
    12,763,0000.3
    
    
    
    992,400,000
    
    
    
    0.47
    
    
    
    0.27
    
    
    
    0.64
    
    
    
    10,283,000
    
    
    
    8,610,000
    
    
    
    14,002,0000.25
    
    
    
    1,067,830,000
    
    
    
    0.45
    
    
    
    0.26
    
    
    
    0.61
    
    
    
    10,594,000
    
    
    
    8,930,000
    
    
    
    14,360,0000.2
    
    
    
    1,143,710,000
    
    
    
    0.43
    
    
    
    0.25
    
    
    
    0.59
    
    
    
    10,842,000
    
    
    
    9,190,000
    
    
    
    14,877,000Measured+Indicated
    
1.0
    
    
    
    161,880,000
    
    
    
    0.82
    
    
    
    1.09
    
    
    
    1.52
    
    
    
    2,926,000
    
    
    
    5,670,000
    
    
    
    5,425,0000.7
    
    
    
    363,990,000
    
    
    
    0.70
    
    
    
    0.67
    
    
    
    1.13
    
    
    
    5,617,000
    
    
    
    7,840,000
    
    
    
    9,068,0000.6
    
    
    
    532,420,000
    
    
    
    0.64
    
    
    
    0.54
    
    
    
    0.98
    
    
    
    7,512,000
    
    
    
    9,240,000
    
    
    
    11,503,0000.5
    
    
    
    732,710,000
    
    
    
    0.57
    
    
    
    0.45
    
    
    
    0.86
    
    
    
    9,207,000
    
    
    
    10,600,000
    
    
    
    13,892,0000.4
    
    
    
    950,490,000
    
    
    
    0.52
    
    
    
    0.38
    
    
    
    0.76
    
    
    
    10,896,000
    
    
    
    11,610,000
    
    
    
    15,926,0000.3
    
    
    
    1,119,100,000
    
    
    
    0.48
    
    
    
    0.35
    
    
    
    0.70
    
    
    
    11,843,000
    
    
    
    12,590,000
    
    
    
    17,270,0000.25
    
    
    
    1,195,370,000
    
    
    
    0.46
    
    
    
    0.33
    
    
    
    0.67
    
    
    
    12,123,000
    
    
    
    12,680,000
    
    
    
    17,657,0000.2
    
    
    
    1,271,510,000
    
    
    
    0.45
    
    
    
    0.32
    
    
    
    0.65
    
    
    
    12,614,000
    
    
    
    13,080,000
    
    
    
    18,221,000Inferred
    
1.0
    
    
    
    3,750,000
    
    
    
    0.91
    
    
    
    0.48
    
    
    
    1.22
    
    
    
    75,000
    
    
    
    60,000
    
    
    
    101,0000.7
    
    
    
    19,420,000
    
    
    
    0.62
    
    
    
    0.39
    
    
    
    0.87
    
    
    
    265,000
    
    
    
    240,000
    
    
    
    372,0000.6
    
    
    
    47,390,000
    
    
    
    0.51
    
    
    
    0.35
    
    
    
    0.74
    
    
    
    533,000
    
    
    
    530,000
    
    
    
    773,0000.5
    
    
    
    103,190,000
    
    
    
    0.43
    
    
    
    0.31
    
    
    
    0.63
    
    
    
    978,000
    
    
    
    1,030,000
    
    
    
    1,433,0000.4
    
    
    
    181,700,000
    
    
    
    0.38
    
    
    
    0.26
    
    
    
    0.55
    
    
    
    1,522,000
    
    
    
    1,520,000
    
    
    
    2,203,0000.3
    
    
    
    266,820,000
    
    
    
    0.34
    
    
    
    0.23
    
    
    
    0.48
    
    
    
    2,000,000
    
    
    
    1,970,000
    
    
    
    2,824,0000.25
    
    
    
    318,380,000
    
    
    
    0.32
    
    
    
    0.21
    
    
    
    0.45
    
    
    
    2,246,000
    
    
    
    2,150,000
    
    
    
    3,159,0000.2
    
    
    
    394,850,000
    
    
    
    0.29
    
    
    
    0.19
    
    
    
    0.40
    
    
    
    2,524,000
    
    
    
    2,410,000
    
    
    
    3,482,000
 
  (1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study. Mineral resources are
reported inclusive of mineral reserves.(2)
    
    The resources shown above at a 0.3% CuEq Cut-off are inclusive of the resources
tabulated at the 0.6 CuEq Cut-off in the consolidated resource statement.(3)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(4)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper.




---



##### 



41  Hugo Dummett Mineral Resources
     Hugo Dummett Deposits  Mineral Resources at 0.6% copper equivalent cut-off (1)
 Contained Metal(3)Tonnage
    
    Cu
    
    Au
    
    CuEq(2)
    
    Cu
    
    Au
    
    CuEq(2)Deposit
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Indicated (Hugo North)
    
    
    703,200,000
    
    
    
    1.82
    
    
    
    0.39
    
    
    
    2.07
    
    
    
    28,215,000
    
    
    
    8,820,000
    
    
    
    32,091,000Indicated (Hugo North
Extension)(4)
    
    
    117,000,000
    
    
    
    1.80
    
    
    
    0.61
    
    
    
    2.19
    
    
    
    4,643,000
    
    
    
    2,290,000
    
    
    
    5,649,000Inferred (Hugo North)
    
    
    722,800,000
    
    
    
    0.97
    
    
    
    0.30
    
    
    
    1.17
    
    
    
    15,457,000
    
    
    
    6,970,000
    
    
    
    18,644,000Inferred (Hugo North
Extension)(4)
    
    
    95,500,000
    
    
    
    1.15
    
    
    
    0.31
    
    
    
    1.35
    
    
    
    2,421,000
    
    
    
    950,000
    
    
    
    2,842,000Inferred (Hugo South)
    
    
    490,330,000
    
    
    
    1.05
    
    
    
    0.09
    
    
    
    1.11
    
    
    
    11,350,000
    
    
    
    1,420,000
    
    
    
    12,000,000TotalIndicated (Hugo North
and Hugo North
Extension(4))
    
    
    820,200,000
    
    
    
    1.82
    
    
    
    0.42
    
    
    
    2.08
    
    
    
    32,910,000
    
    
    
    11,080,000
    
    
    
    37,611,000Inferred (Hugo North,
Hugo South and Hugo
North
Extension(4))
    
    
    1,308,630,000
    
    
    
    1.02
    
    
    
    0.22
    
    
    
    1.16
    
    
    
    29,430,000
    
    
    
    9,260,000
    
    
    
    33,470,000




---



##### 



Notes:(1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study. IVN reports mineral
resources inclusive of mineral reserves.(2)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(3)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper.(4)
    
    The Hugo North Extension is located on the Shivee Tolgoi Property, which property is
owned by Entrée but subject to earn-in rights in favour of IVN.  Hugo North Mineral Resource Inventory (1)  Indicated
 Contained Metal(3)Class
    
    CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq(2)
    
    Cu
    
    Au
    
    CuEq(2)Hugo North Deposit
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Indicated
(Hugo North)
    
    
    3.5
    
    
    
    125,300,000
    
    
    
    3.74
    
    
    
    0.93
    
    
    
    4.34
    
    
    
    10,331,000
    
    
    
    3,750,000
    
    
    
    11,989,0003
    
    
    
    175,400,000
    
    
    
    3.49
    
    
    
    0.84
    
    
    
    4.03
    
    
    
    13,496,000
    
    
    
    4,740,000
    
    
    
    15,584,0002
    
    
    
    276,900,000
    
    
    
    3.03
    
    
    
    0.69
    
    
    
    3.47
    
    
    
    18,497,000
    
    
    
    6,140,000
    
    
    
    21,183,0001
    
    
    
    541,600,000
    
    
    
    2.15
    
    
    
    0.46
    
    
    
    2.44
    
    
    
    25,672,000
    
    
    
    8,010,000
    
    
    
    29,134,0000.6
    
    
    
    703,200,000
    
    
    
    1.82
    
    
    
    0.39
    
    
    
    2.07
    
    
    
    28,215,000
    
    
    
    8,820,000
    
    
    
    32,091,0000.3
    
    
    
    798,200,000
    
    
    
    1.65
    
    
    
    0.35
    
    
    
    1.87
    
    
    
    29,036,000
    
    
    
    8,980,000
    
    
    
    32,907,000Indicated
(Hugo North
Extension)(4)
    
    
    3.5
    
    
    
    22,300,000
    
    
    
    3.68
    
    
    
    1.43
    
    
    
    4.59
    
    
    
    1,809,000
    
    
    
    1,030,000
    
    
    
    2,257,0003
    
    
    
    32,000,000
    
    
    
    3.36
    
    
    
    1.29
    
    
    
    4.18
    
    
    
    2,370,000
    
    
    
    1,330,000
    
    
    
    2,949,0002
    
    
    
    52,300,000
    
    
    
    2.84
    
    
    
    1.09
    
    
    
    3.53
    
    
    
    3,275,000
    
    
    
    1,830,000
    
    
    
    4,070,0001
    
    
    
    84,800,000
    
    
    
    2.22
    
    
    
    0.80
    
    
    
    2.73
    
    
    
    4,150,000
    
    
    
    2,180,000
    
    
    
    5,104,0000.6
    
    
    
    117,000,000
    
    
    
    1.80
    
    
    
    0.61
    
    
    
    2.19
    
    
    
    4,643,000
    
    
    
    2,290,000
    
    
    
    5,649,0000.3
    
    
    
    137,900,000
    
    
    
    1.59
    
    
    
    0.52
    
    
    
    1.92
    
    
    
    4,834,000
    
    
    
    2,310,000
    
    
    
    5,837,000Total Indicated
(Hugo North and Hugo
North
Extension(4))
    
    
    3.5
    
    
    
    147,600,000
    
    
    
    3.73
    
    
    
    1.01
    
    
    
    4.38
    
    
    
    12,138,000
    
    
    
    4,790,000
    
    
    
    14,253,0003
    
    
    
    207,400,000
    
    
    
    3.47
    
    
    
    0.91
    
    
    
    4.05
    
    
    
    15,866,000
    
    
    
    6,070,000
    
    
    
    18,518,0002
    
    
    
    329,200,000
    
    
    
    3.00
    
    
    
    0.76
    
    
    
    3.48
    
    
    
    21,773,000
    
    
    
    8,040,000
    
    
    
    25,257,0001
    
    
    
    626,400,000
    
    
    
    2.16
    
    
    
    0.51
    
    
    
    2.48
    
    
    
    29,829,000
    
    
    
    10,270,000
    
    
    
    34,248,0000.6
    
    
    
    820,200,000
    
    
    
    1.82
    
    
    
    0.42
    
    
    
    2.08
    
    
    
    32,910,000
    
    
    
    11,080,000
    
    
    
    37,611,0000.3
    
    
    
    936,200,000
    
    
    
    1.64
    
    
    
    0.38
    
    
    
    1.88
    
    
    
    33,849,000
    
    
    
    11,440,000
    
    
    
    38,803,000
 Inferred
 Class
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contained Metal(3)Hugo North
    
    CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq(2)
    
    Cu
    
    Au
    
    CuEq(2)Deposit
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Inferred
(Hugo North)
    
    
    >= 3.5
    
    
    
    3,600,000
    
    
    
    3.06
    
    
    
    1.41
    
    
    
    3.96
    
    
    
    243,000
    
    
    
    160,000
    
    
    
    314,000>= 3
    
    
    
    12,900,000
    
    
    
    2.80
    
    
    
    0.98
    
    
    
    3.43
    
    
    
    796,000
    
    
    
    410,000
    
    
    
    975,000>= 2
    
    
    
    54,700,000
    
    
    
    2.08
    
    
    
    0.91
    
    
    
    2.66
    
    
    
    2,508,000
    
    
    
    1,600,000
    
    
    
    3,208,000>= 1
    
    
    
    385,500,000
    
    
    
    1.25
    
    
    
    0.41
    
    
    
    1.51
    
    
    
    10,624,000
    
    
    
    5,080,000
    
    
    
    12,833,000>= 0.6
    
    
    
    722,800,000
    
    
    
    0.97
    
    
    
    0.30
    
    
    
    1.17
    
    
    
    15,457,000
    
    
    
    6,970,000
    
    
    
    18,644,000>= 0.3
    
    
    
    1,108,200,000
    
    
    
    0.76
    
    
    
    0.24
    
    
    
    0.92
    
    
    
    18,568,000
    
    
    
    8,550,000
    
    
    
    22,477,000Inferred
(Hugo North
Extension)(4)
    
    
    >= 3.5
    
    
    
    1,400,000
    
    
    
    3.32
    
    
    
    1.03
    
    
    
    3.98
    
    
    
    102,000
    
    
    
    50,000
    
    
    
    123,000>= 3
    
    
    
    3,600,000
    
    
    
    2.97
    
    
    
    0.88
    
    
    
    3.53
    
    
    
    236,000
    
    
    
    100,000
    
    
    
    280,000>= 2
    
    
    
    11,000,000
    
    
    
    2.20
    
    
    
    0.86
    
    
    
    2.75
    
    
    
    534,000
    
    
    
    300,000
    
    
    
    667,000




---



##### 



43 Class
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contained Metal(3)Hugo North
    
    CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq(2)
    
    Cu
    
    Au
    
    CuEq(2)Deposit
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lb)
    
    (oz)
    
    (000 lb)>= 1
    
    
    
    62,200,000
    
    
    
    1.39
    
    
    
    0.39
    
    
    
    1.64
    
    
    
    1,906,000
    
    
    
    780,000
    
    
    
    2,249,000>= 0.6
    
    
    
    95,500,000
    
    
    
    1.15
    
    
    
    0.31
    
    
    
    1.35
    
    
    
    2,421,000
    
    
    
    950,000
    
    
    
    2,842,000>= 0.3
    
    
    
    152,400,000
    
    
    
    0.85
    
    
    
    0.23
    
    
    
    1.00
    
    
    
    2,856,000
    
    
    
    1,130,000
    
    
    
    3,360,000Total Inferred
(Hugo North and Hugo
North
Extension(4))
    
    
    >= 3.5
    
    
    
    5,000,000
    
    
    
    3.13
    
    
    
    1.30
    
    
    
    3.96
    
    
    
    345,000
    
    
    
    210,000
    
    
    
    437,000>= 3
    
    
    
    16,500,000
    
    
    
    2.84
    
    
    
    0.96
    
    
    
    3.45
    
    
    
    1,033,000
    
    
    
    510,000
    
    
    
    1,255,000>= 2
    
    
    
    65,700,000
    
    
    
    2.10
    
    
    
    0.90
    
    
    
    2.68
    
    
    
    3,042,000
    
    
    
    1,900,000
    
    
    
    3,882,000>= 1
    
    
    
    447,700,000
    
    
    
    1.27
    
    
    
    0.41
    
    
    
    1.53
    
    
    
    12,535,000
    
    
    
    5,900,000
    
    
    
    15,101,000>= 0.6
    
    
    
    818,300,000
    
    
    
    1.00
    
    
    
    0.30
    
    
    
    1.19
    
    
    
    18,040,000
    
    
    
    7,890,000
    
    
    
    21,468,000>= 0.3
    
    
    
    1,260,500,000
    
    
    
    0.77
    
    
    
    0.24
    
    
    
    0.93
    
    
    
    21,398,000
    
    
    
    9,730,000
    
    
    
    25,844,000
 
 Notes:(1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study.(2)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper.(3)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(4)
    
    The Hugo North Extension is located on the Shivee Tolgoi Property, which property is
owned by Entrée but subject to earn-in rights in favour of IVN.  Hugo South Mineral Resource Inventory (1)
 Contained Metal(3)Hugo South
    
    CuEq
    
    Tonnage
    
    Cu
    
    Au
    
    CuEq(2)
    
    Cu
    
    Au
    
    CuEq(3)Deposit
    
    Cutoff
    
    (t)
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lb)
    
    (oz)
    
    (000 lb)Inferred
    
    
    >= 3.5
    
    
    
    5,440,000
    
    
    
    3.71
    
    
    
    0.25
    
    
    
    3.87
    
    
    
    440,000
    
    
    
    40,000
    
    
    
    460,000>= 3
    
    
    
    11,950,000
    
    
    
    3.38
    
    
    
    0.21
    
    
    
    3.51
    
    
    
    890,000
    
    
    
    80,000
    
    
    
    920,000>= 2
    
    
    
    38,900,000
    
    
    
    2.67
    
    
    
    0.15
    
    
    
    2.77
    
    
    
    2,290,000
    
    
    
    190,000
    
    
    
    2,380,000>= 1
    
    
    
    203,590,000
    
    
    
    1.53
    
    
    
    0.09
    
    
    
    1.59
    
    
    
    6,870,000
    
    
    
    590,000
    
    
    
    7,140,000>= 0.6
    
    
    
    490,330,000
    
    
    
    1.05
    
    
    
    0.09
    
    
    
    1.11
    
    
    
    11,350,000
    
    
    
    1,420,000
    
    
    
    12,000,000>= 0.3
    
    
    
    1,105,600,000
    
    
    
    0.67
    
    
    
    0.07
    
    
    
    0.72
    
    
    
    16,330,000
    
    
    
    2,490,000
    
    
    
    17,550,000
 
 Notes:(1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study.(2)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(3)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper. Heruga Mineral Resources




---



##### 



44    Heruga Mineral Resource Inventory (1)  March 2008
 Cut-off
    
    Tonnage
    
    Cu
    
    Au
    
    Mo
    
    CuEq(2)
    
    Contained Metal (3)CuEq %
    
    (t)
    
    %
    
    g/t
    
    ppm
    
    %
    
    Cu (000 lb)
    
    Au (oz)
    
    CuEq (000 lb)>1.50
    
    
    30,000,000
    
    
    
    0.63
    
    
    
    1.80
    
    
    
    126
    
    
    
    1.85
    
    
    
    390,000
    
    
    
    1,600,000
    
    
    
    1,220,000>1.25
    
    
    80,000,000
    
    
    
    0.59
    
    
    
    1.39
    
    
    
    124
    
    
    
    1.54
    
    
    
    970,000
    
    
    
    3,400,000
    
    
    
    2,710,000>1.00
    
    
    210,000,000
    
    
    
    0.57
    
    
    
    0.97
    
    
    
    145
    
    
    
    1.26
    
    
    
    2,570,000
    
    
    
    6,400,000
    
    
    
    5,840,000>0.90
    
    
    300,000,000
    
    
    
    0.55
    
    
    
    0.84
    
    
    
    150
    
    
    
    1.16
    
    
    
    3,600,000
    
    
    
    8,000,000
    
    
    
    7,700,000>0.80
    
    
    430,000,000
    
    
    
    0.53
    
    
    
    0.72
    
    
    
    152
    
    
    
    1.07
    
    
    
    5,000,000
    
    
    
    9,900,000
    
    
    
    10,120,000>0.70
    
    
    590,000,000
    
    
    
    0.51
    
    
    
    0.62
    
    
    
    148
    
    
    
    0.98
    
    
    
    6,590,000
    
    
    
    11,700,000
    
    
    
    12,750,000>0.60
    
    
    760,000,000
    
    
    
    0.48
    
    
    
    0.55
    
    
    
    142
    
    
    
    0.91
    
    
    
    8,030,000
    
    
    
    13,400,000
    
    
    
    15,190,000>0.50
    
    
    930,000,000
    
    
    
    0.45
    
    
    
    0.50
    
    
    
    135
    
    
    
    0.84
    
    
    
    9,220,000
    
    
    
    14,900,000
    
    
    
    17,270,000>0.40
    
    
    1,160,000,000
    
    
    
    0.41
    
    
    
    0.45
    
    
    
    123
    
    
    
    0.76
    
    
    
    10,500,000
    
    
    
    16,700,000
    
    
    
    19,530,000>0.30
    
    
    1,420,000,000
    
    
    
    0.37
    
    
    
    0.40
    
    
    
    111
    
    
    
    0.69
    
    
    
    11,670,000
    
    
    
    18,200,000
    
    
    
    21,530,000
 
 Notes:(1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study.(2)
    
    CuEq has been calculated using assumed metal prices ($1.35/lb. for copper and $650/oz
for gold and $10/lb for molybdenum); %CuEq. = Cu+((Au*18.98)+(Mo*0.01586))/29.76. Mo grades
outside of Heruga are assumed to be zero for CuEq calculations. The equivalence formula
was calculated assuming that gold and molybdenum recovery was 91% and copper recovery was
72%.(3)
    
    The contained gold and copper represent estimated contained metal in the ground and
have not been adjusted for the metallurgical recoveries of gold and copper. Mineral Reserves




---



##### 



45 Southern Oyu Mineral Reserves  January 2006
 CuEq
    
    Recovered
    
    RecoveredNSR
    
    Copper
    
    Gold
    
    Grade
    
    Copper
    
    GoldClass
    
    Ore (tonnes)
    
    $/t
    
    (%)
    
    (g/t )
    
    (%)
    
    (000 lbs)
    
    (ounces)Proven
    
    
    127,000,000
    
    
    
    15.91
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1.18
    
    
    
    1,451,000
    
    
    
    2,833,000Probable
    
    
    803,000,000
    
    
    
    7.96
    
    
    
    0.48
    
    
    
    0.27
    
    
    
    0.66
    
    
    
    7,431,000
    
    
    
    4,768,000Total
    
    
    930,000,000
    
    
    
    9.05
    
    
    
    0.50
    
    
    
    0.36
    
    
    
    0.73
    
    
    
    8,882,000
    
    
    
    7,601,000
     Project Development
    2005 IDP Summary




---



##### 



46




---



##### 



47     Current Status of Engineering and Construction
  Concentrator




---



##### 



48 Procurement
   Site / Infrastructure
   Underground Construction
 o. o.




---



##### 



49 o. o.
 o. o. o.
 Current Exploration Activities
  th




---



##### 



Ovoot Tolgoi Coal Mine, Mongolia
  Project Description and Location
       Accessibility, Climate, Local Resources, Infrastructure and Physiography




---



##### 



51     History




---



##### 



52 2008 ProductionProduction Report
    
    Units
    
    
    Forecast Year
    
    
    Budget Year
    
    
    Actual *Total Waste Mined
    
    BCM
    
    
    2,300,423
    
    
    
    1,500,000
    
    
    
    2,535,520Total Coal Mined
    
    Tonnes
    
    
    1,299,258
    
    
    
    1,000,000
    
    
    
    1,158,212Thermal
    
    Tonnes
    
    
    
    
    
    
    
    
    
    
    218,310Premium
    
    Tonnes
    
    
    
    
    
    
    
    
    
    
    939,902Coking
    
    Tonnes
    
    
    
    
    
    
    
    
    
    
    Stripping ratio
    
    bcm/ton
    
    
    1.77
    
    
    
    1.50
    
    
    
    2.19
 
 *
    
    Note: Actual production is for calendar year 2008. Geological Setting
  Coal Occurrences




---



##### 



53   Coal Quality
   Structural Geology
 West Field
  South-East Field
  Underground
  Deposit Types




---



##### 



54  Mineralisation
  Ovoot Tolgoi Coal Seam Characteristics
 South-East FieldSeries
    
    Seam
    
    Count
    
    Thickness Range (m)*
    
    Mean Thickness (m)*5-Series
    
    
    592U
    
    
    
    1
    
    
    
    21.9  21.9
    
    
    
    21.9590U
    
    
    
    14
    
    
    
    1  23.4
    
    
    
    8.8580U
    
    
    
    15
    
    
    
    0.96   8.6
    
    
    
    4.5570U
    
    
    
    17
    
    
    
    0.6   11.7
    
    
    
    4.55U
    
    
    
    38
    
    
    
    1.04  74.1
    
    
    
    24.25UB
    
    
    
    28
    
    
    
    0.9  53.1
    
    
    
    6.0580
    
    
    
    26
    
    
    
    1.06  16.6
    
    
    
    3.6570
    
    
    
    48
    
    
    
    1.2  30.7
    
    
    
    8.15
    
    
    
    97
    
    
    
    0.9  156.7
    
    
    
    53.45B
    
    
    
    44
    
    
    
    0.6  100.1
    
    
    
    15.54-Series
    
    
    4
    
    
    
    19
    
    
    
    1  30.3
    
    
    
    7.67West FieldSeries
    
    Seam
    
    Count
    
    Thickness Range (m)*
    
    Mean Thickness (m)*10-Series
    
    
    1050
    
    
    
    23
    
    
    
    0.34   16
    
    
    
    2.71040
    
    
    
    33
    
    
    
    0.36   14
    
    
    
    3.41030
    
    
    
    39
    
    
    
    0.5   4.7
    
    
    
    2.21020
    
    
    
    49
    
    
    
    0.78   10.28
    
    
    
    3.41010
    
    
    
    45
    
    
    
    0.6   6.08
    
    
    
    2.910
    
    
    
    57
    
    
    
    1.9   19.76
    
    
    
    9.49-Series
    
    
    998
    
    
    
    19
    
    
    
    0.48   4.16
    
    
    
    1.8996
    
    
    
    15
    
    
    
    0.44   5.5
    
    
    
    3.0990
    
    
    
    56
    
    
    
    0.46   5.1
    
    
    
    1.6980
    
    
    
    77
    
    
    
    1   27.9
    
    
    
    8.5970
    
    
    
    68
    
    
    
    0.6   9.18
    
    
    
    3.2960
    
    
    
    65
    
    
    
    0.6   6.8
    
    
    
    2.2950
    
    
    
    67
    
    
    
    0.46   11.7
    
    
    
    1.7942
    
    
    
    43
    
    
    
    0.28   5.16
    
    
    
    1.5940
    
    
    
    88
    
    
    
    2.1   31
    
    
    
    13.09
    
    
    
    75
    
    
    
    0.7   7
    
    
    
    2.3




---



##### 



55 West FieldSeries
    
    Seam
    
    Count
    
    Thickness Range (m)*
    
    Mean Thickness (m)*8-Series
    
    
    811
    
    
    
    25
    
    
    
    0.5    4.4
    
    
    
    1.9810
    
    
    
    84
    
    
    
    0.16    17.6
    
    
    
    4.68
    
    
    
    44
    
    
    
    0.34    12
    
    
    
    2.25-Series
    
    
    5
    
    
    
    47
    
    
    
    1.38    134.24
    
    
    
    51.55B
    
    
    
    12
    
    
    
    1.26    14.7
    
    
    
    6.45L
    
    
    
    15
    
    
    
    3.56    141.24
    
    
    
    43.1
 
 (*Based on apparent thickness from drill intercepts)  Exploration
 
 Contractors
  Results
   Drilling




---



##### 



56  Drilling History at Ovoot Tolgoi
 ReverseCirculation
    
    Rotary
    
    Core
    
    CombinationMeters
    
    ManagementNo.
    
    Meters
    
    No.
    
    Meters
    
    No.
    
    Meters
    
    No.
    
    Drilled
    
    Company/FieldField
    
    Year
    
    Holes
    
    Drilled
    
    Holes
    
    Drilled
    
    Holes
    
    Cored
    
    Holes
    
    /Cored
    
    Geologist CompanySouth-East
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    750
    
    
    
    
    
    
    
    
    
    
    IMMI2006
    
    
    
    76
    
    
    
    14,425
    
    
    
    18
    
    
    
    2,807
    
    
    
    34
    
    
    
    5,525
    
    
    
    
    
    
    
    
    
    
    IMMI2007
    
    
    
    11
    
    
    
    4,855
    
    
    
    12
    
    
    
    1,999
    
    
    
    5
    
    
    
    1,860
    
    
    
    
    
    
    
    
    
    
    SouthGobi/SapphireWest Field
    
    
    2005
    
    
    
    70
    
    
    
    12,861
    
    
    
    17
    
    
    
    2,223
    
    
    
    13
    
    
    
    2,034
    
    
    
    
    
    
    
    
    
    
    Norwest/Sapphire2006
    
    
    
    48
    
    
    
    10,203
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    5,737
    
    
    
    
    
    
    
    
    
    
    Norwest/Sapphire2007
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    4,936
    
    
    
    5
    
    
    
    1,958
    
    
    
    3
    
    
    
    1,236
    
    
    SouthGobi/Sapphire2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    21,189
    
    
    SouthGobi/Sapphire
   Sampling Method and Approach




---



##### 



57    Sample Preparation, Analysis and Security
  Core drill Samples
   Reverse Circulation Samples




---



##### 



58 Data Verification
     Mineral Processing and Metallurgical Testing
     Mineral Resource Estimates
 Approach




---



##### 



59  Criteria Used to Define Assurance of Existence for Coals in Complex Geology Type
 Assurance of existence categoryCriteria
    
    Measured
    
    Indicated
    
    InferredCross-section spacing (m)
    
    
    150
    
    
    
    300
    
    
    
    
    
    
    
    600Minimum number data points per section
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    3Mean data point spacing (m)
    
    
    100
    
    
    
    200
    
    
    
    
    
    
    
    400Maximum data point spacing (m)
    
    
    200
    
    
    
    400
    
    
    
    
    
    
    
    800
  Ovoot Tolgoi West Field and South-East Field In-Place Surface Coal Resources Summary (1)
 Measured
    
    Indicated
    
    InferredResource Area
    
    ASTM Coal Rank
    
    (Tonnes)
    
    (Tonnes)
    
    (Tonnes)South East Field
    
    hvB to hvA
    
    
    49,752,000
    
    
    
    15,987,000
    
    
    
    6,502,000West Field
    
    hvB to hvA
    
    
    74,973,000
    
    
    
    27,687,000
    
    
    
    18,761,000Total
    
    
    
    
    
    168,399,000(2)
    
    
    25,263,000
 
 (1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic viability
based on a feasibility or pre-feasibility study.(2)
    
    Measured plus indicated.  Underground




---



##### 





60  West Field Underground Resources (1)
 Measured
    
    Indicated
    
    InferredResource Area
    
    ASTM Coal Rank
    
    (Tonnes)
    
    (Tonnes)
    
    (Tonnes)West Field (underground)
    
    mhB to hvA
    
    
    3,867,000
    
    
    
    12,590,000
    
    
    
    36,735,000Total
    
    
    
    
    
    
    16,457,000
    (2)
    
    
    
    
    
    
    36,735,000
 
 (1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic viability
based on a feasibility or pre-feasibility study.(2)
    
    Measured plus indicated. Mining Operations
 Mining Method
  Production Forecast
  Production Forecast
 Period
    
    Coal ProductionTonnes (000)Year 1
    
    
    1,000Year 2
    
    
    1,500Year 3
    
    
    3,000Year 4
    
    
    4,000Year 5 and beyond
    
    
    5,000
  Coal Beneficiation




---



##### 



61 Markets
  Contracts for Sale of Products
  Environmental Conditions
      Taxes
  Payback of Capital
  Exploration and Development




---



##### 



62 nd
 Other Projects
 Mongolia
      Kazakhstan




---



##### 



63       China




---



##### 



64  Other Business Matters
 Equity Holdings
   ValueCompany
    
    Number of Shares
    
    (US$)Entrée Gold Inc.
    
    
    13,799,333
    
    
    $
    11,322,065Intec Limited
    
    
    41,174,840
    
    
    $
    520,730Asia Now Resources Corp.
    
    
    969,036
    
    
    $
    59,631Exco Resources NL
    
    
    50,595,976

(1)
    
    $
    2,558,649Jinshan Gold Mines Inc.
    
    
    1,500,000
    
    
    $
    553,823
 
 (1)
    
    IVNs interest in Exco Resources NL is indirect, as Ivanhoe Australia owns the 50,595,976
shares Exco Resources NL. Employees
  DIVIDENDS
 Business Corporations Act




---



##### 



65




DESCRIPTION OF CAPITAL STRUCTURE


Business Corporations Ac


Common Shares


Business Corporations
Act Business Corporations Act


Preferred Shares






MARKET FOR SECURITIES






---



##### 



PERIOD
    
    HIGH
    
    LOW
    
    VOLUMEJanuary 2008
    
    $
    11.28
    
    
    $
    7.80
    
    
    
    34,736,897February 2008
    
    $
    13.54
    
    
    $
    9.33
    
    
    
    20,599,835March 2008
    
    $
    13.10
    
    
    $
    9.75
    
    
    
    20,765,845April 2008
    
    $
    11.54
    
    
    $
    9.55
    
    
    
    16,613,616May 2008
    
    $
    10.00
    
    
    $
    8.80
    
    
    
    14,994,761June 2008
    
    $
    11.32
    
    
    $
    9.04
    
    
    
    26,089,095July 2008
    
    $
    12.60
    
    
    $
    10.00
    
    
    
    31,016,054August 2008
    
    $
    12.22
    
    
    $
    10.49
    
    
    
    20,603,551September 2008
    
    $
    11.89
    
    
    $
    5.51
    
    
    
    37,601,766October 2008
    
    $
    6.71
    
    
    $
    2.06
    
    
    
    59,969,673November 2008
    
    $
    4.03
    
    
    $
    2.06
    
    
    
    22,411,311December 2008
    
    $
    3.50
    
    
    $
    2.26
    
    
    
    19,160,111
 DIRECTORS AND OFFICERS
 Name
and Occupation
  Name andMunicipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsROBERT M. FRIEDLAND Singapore
    
    Executive Chairman
and Director
(Director since March
1994)
    
    Chairman of IVN (March
1994 to present); Chief
Executive Officer of
IVN (March 1994 to May
2006); Executive
Chairman and CEO of
Ivanhoe Energy Inc.
(May 2008 to present);
Chairman and President,
Ivanhoe Capital
Corporation (a venture
capital company) (1988
to present); Deputy
Chairman, Capital
Markets for Ivanhoe
Energy Inc. (June 1999
to March 2008).PETER G. MEREDITH
Vancouver, Canada
    
    Deputy Chairman and
Director
(Director since March
2005)
    
    Deputy Chairman of IVN
(May 2006 to present);
Chief Financial Officer
of IVN (May 2004 to May
2006); Chief Financial
Officer of Ivanhoe
Capital Corporation (a
venture capital
company) (1996 to March
2009); Chief Executive
Officer, SouthGobi
Energy Resources (June
2007 to present).




---



##### 



67 Name andMunicipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsJOHN MACKEN
Massachusetts, USA
    
    Director, President
and Chief Executive
Officer
(Director since
January 2003)
    
    Chief Executive Officer
of IVN (May 2006 to
present); President of
IVN (January 2004 to
present); Chairman of
SouthGobi Energy
Resources (June 2007 to
present); Consultant
(2000 to January 2004);
and Senior Vice
President of Freeport
McMoran Copper & Gold
(a mining company) (1996 to 2000).DAVID HUBERMAN
Vancouver, Canada
    
    Director (lead
director) (Director
since September 2003)
    
    President, Coda
Consulting Corp.
(business consulting
firm) (1993 to
present).R. EDWARD FLOOD
London, England
    
    Director
(Director since March 1995)
    
    Managing Director,
Investment Banking,
Haywood Securities (UK)
Limited (investment
dealer) (March 2007 to
present); Chairman of
Western Uranium
Corporation (March 2007
to present); Deputy
Chairman of IVN (May
1999 to February 2007);
Senior Mining Analyst,
Haywood Securities Inc.
(investment dealer)
(May 1999 to November
2001).KJELD THYGESEN
London, England
    
    Director
(Director since
February 2001)
    
    Managing Director, Lion
Resource Management
(investment firm and
fund manager) (May 1989
to present)HON. ROBERT HANSON
London, England
    
    Director
(Director since
February 2001)
    
    Chairman, Hanson
Capital Investments
Limited (investment and
finance company)
(February 1998 to
present); Chairman,
Hanson Transport Group
Limited (May 1990 to
present); Hanson
Westhouse Limited (City
of London merchant
bank) (2006 to
present).DR. MARKUS FABER
Hong Kong, China
    
    Director
(Director since
February 2002)
    
    Managing Director, Marc
Faber Limited
(investment advisory
firm and fund manager)
(June 1990 to present).HOWARD BALLOCH
Beijing, China
    
    Director(Director since March 2005)
    
    President, The Balloch
Group (investment and
consulting company)
(July 2001 to present);
Vice-Chairman,
Canada-China Business
Council (July 2001 to
present); Canadian
Ambassador to China,
Mongolia and Democratic
Republic of Korea
(April 1996 to July
2001).DAVID KORBIN
West Vancouver, Canada
    
    Director
(Director since May
2006)
    
    Independent Management
and Financial
Consultant (May 1998 to
present).




---



##### 



68 Name andMunicipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsBRET CLAYTON
Surrey, England
    
    Director
(Director since May 2007)
    
    Chief Executive, Rio
Tinto Copper & Diamonds
(July 2006 to present);
President and CEO of
Rio Tinto America
(October 2002 to July
2006); Executive
Committee and Board of
Directors of the
International Copper
Association (July 2006
to present).LIVIA MAHLER
Vancouver, Canada
    
    Director
(Director since March 2009)
    
    Partner and co-founder,
Greenstone Venture
Partners (February 2000
to present).TONY GIARDINI
Vancouver, Canada
    
    Chief Financial Officer
    
    Chief Financial Officer
of IVN (May 2006 to
present);
Vice-President and
Treasurer, Placer Dome
Inc. (a mining company)
(December 2003 to April
2006); Treasurer,
Placer Dome Inc.
(November 2002 to
December 2003).DOUGLAS KIRWIN
Bangkok, Thailand
    
    Executive Vice-President,
Exploration
    
    Executive
Vice-President,
Exploration of IVN
(September 1995 to
present).STEVEN GARCIA
North Carolina, USA
    
    Executive Vice President
    
    Executive Vice
President of IVN
(October 2005 to
present); Project
Director of IVN (May
2005 to present); CEO
Chamoa Farm, Inc. (a
wholesale landscaping
and nursery company)
(2001 to present).DAVID WOODALL
Western Australia,
Australia
    
    President, Gold Division
    
    President, Gold
Division of IVN (August
2006 to present);
Operations Manager of
Robe River Associates
(a mining company)
(March 2005 to August
2006); General Manager,
Operations of Sino Gold
Limited (a mining
company) (April 2004 to
January 2005); Mine
General Manager of
Placer Dome Inc. (a
mining company) (July
2001 to 2004).RICHARD GOSSE
Richmond, Canada
    
    Vice President, Exploration
    
    Vice President,
Exploration of IVN
(January 2009 to
present); Vice
President, Exploration,
Metals Division of
SouthGobi Energy
Resources (February
2004 to December 2008);
Exploration Manager,
India, Hudson Bay
Exploration and
Development Company
Ltd. (January 2000 to
December 2003)JAY GOW
Burnaby, Canada
    
    Vice President, Marketing
    
    Vice President,
Marketing of IVN (May
2004 to present);
Marketing Manager,
Copper & Molybdenum,
Compania Minera
Antamina S.A. (a mining
company) (January 2001
to December 2003).




---



##### 



69 Name andMunicipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsPIERRE MASSE
West Vancouver, Canada
    
    Vice President, Finance
    
    Vice President, Finance
of IVN (May 2007 to
present); Vice
President and Treasurer
of IVN (May 2004 to May
2007); Chief Financial
Officer of IVN
(November 2001 to May
2004).BEVERLY A. BARTLETT New
Westminster, Canada
    
    Vice President and
Corporate Secretary
    
    Vice President of IVN
(May 2006 to present);
Vice President of
SouthGobi (May 2007 to
present); Vice
President of Ivanhoe
Energy Inc. (August
2006 to present); Vice
President of Jinshan
Gold Mines Ltd. (May
2007 to May 2008);
Corporate Secretary of
IVN (June 2001 to
present); Corporate
Secretary of SouthGobi
(August 2003 to
present); Corporate
Secretary of Ivanhoe
Energy Inc. (oil and
gas company) (May 2001
to present); Corporate
Secretary of Jinshan
Gold Mines (May 2003 to
May 2008).CATHERINE BARONE
Port Moody, Canada
    
    Vice President and
Corporate Controller
    
    Vice President of IVN
(May 2008 to present);
Controller of IVN
(November 2002 to
present)GEOFFREY HARDING
Vancouver, Canada
    
    Vice President,
Project Evaluation
and Development
    
    Vice President, Project
Evaluation and
Development of IVN (May
2008 to present);
Manager of Mining of
IVN (July 2003 to May
2008).
  Shareholdings of Directors and Executive Officers
  Committees of the Board




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70 Conflicts of Interest
 Yukon Business
Corporations Act
  Audit Committee Information
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS




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71 Robert FriedlandCorporation Name
    
    Ownership InterestIvanhoe Energy Inc.
    
    
    17.6
    %Ivanhoe Capital Corporation
    
    
    100
    %Ivanhoe Nickel & Platinum Ltd.
    
    
    36.09
    %Jinshan Gold Mines Inc.
    
    
    -
    (1)SouthGobi Energy Resources Ltd.
    
    
    -
    (1)GoviEx Uranium Inc.
    
    
    0
    %GoviEx Gold Inc.
    
    
    0
    %
 
 (1)
    
    As at December 31, 2008, Mr. Friedland owned 25.6% of the Common Shares of IVN, which owned
80.19% of the common shares of SouthGobi and 0.92% of the common shares of Jinshan Gold Mines
Inc. TRANSFER AGENTS AND REGISTRARS
  MATERIAL CONTRACTS
   1.
    
    Equity Participation and Earn-in Agreement dated October 15, 2004 between IVN and Entrée, as
amended November 9, 2004 setting forth the terms and conditions of the Entrée Joint Venture.
See DESCRIPTION OF THE BUSINESS  Oyu Tolgoi Copper and Gold Project, Mongolia  Project
Description and Location for further details.2.
    
    Head Agreement dated February 4, 2005 among IVN, Stemcor Pellets AG, Stemcor Holdings Ltd.
and Dominant Holdings AG, setting forth the terms and conditions of the sale of the Savage
River Project. Under the terms of the agreement, IVN sold its interest in the Savage River Project for two initial
cash payments totalling $21.5 million, plus a series of five contingent, annual payments that
commenced on March 31, 2006. To date, IVN has received $99.2 million in proceeds from the sale of
the Savage River Project. At December 31, 2008, IVN had accrued a $28.0 million receivable in
relation to the fourth contingent annual payment due on March 31, 2009. This amount is calculated
based upon the actual tonnes of iron ore sold during the nine-month period that ended December 31,
2008, under the escalating price formula in the agreement.3.
    
    Private Placement Agreement dated October 18, 2006, as amended as of November 16, 2006
between IVN and Rio Tinto International Holdings Limited and as further amended by an Amending
and Additional Rights Agreement between the parties dated October 24, 2007. See GENERAL
DEVELOPMENT OF THE BUSINESS  Three Year History  2006 and 2007 for further details.4.
    
    Credit Agreement dated October 24, 2007 between IVN and Rio Tinto International Holdings
Limited setting forth the terms of the Rio Tinto Credit Agreement. See GENERAL DEVELOPMENT
OF THE BUSINESS  Three Year History  2007 for further details.5.
    
    Contract Assignment Arrangement Agreement dated August 13, 2008 (the CAAA) between IVN, Rio
Tinto Alcan Pte Ltd. (Rio Tinto Alcan), and IMMI. Under the terms of the CAAA, IMMI received $47.0 million
from Rio Tinto Alcan for the purchase of large
equipment to be used in the construction of the Oyu Tolgoi Project in Mongolia, representing the first tranche of funds paid
under a purchase and sale agreement entered into in August 2008. The CAAA provided for Rio Tinto
Alcan to purchase certain Oyu Tolgoi Project equipment already acquired or on order by IMMI pending
the successful completion of negotiations with the Government of Mongolia for an Investment
Agreement. IMMI received a further $74.5 million in November 2008, as a second tranche of the
purchase and sale transactions contemplated by the CAAA, bringing the aggregate amount received
from the sale of the equipment to approximately $121.5 million.




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72 
 6.
    
    Put Agreement dated August 13, 2008 between IVN, Rio Tinto Alcan and IMMI setting forth the terms of a put
option whereby Rio Tinto can require IMMI to re-purchase the equipment if an acceptable Investment Agreement is reached with the
Government of Mongolia. IMMI also has a right of first refusal to re-purchase the equipment if Rio
Tinto intends to deploy the equipment elsewhere or sell it to a third party.
 INTERESTS OF EXPERTS
   
    
    GRD Minproc for the Oyu Tolgoi Technical Report.
    
    Stephen Torr, P.Geo and Gene Wusaty P. Eng. for the Ovoot Tolgoi Technical Report.
 www.sedar.com
  ADDITIONAL INFORMATION
  www.sedar.com




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73 SCHEDULE A
 Audit Committee Information
 Composition of Audit Committee
  Relevant Education and Experience
 David Korbin
  Markus Faber
  Kjeld Thygesen




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74 Audit Fees
   (Canadian $ in 000s)
    
    2008
    
    2007Audit Fees (a)
    
    $
    1,030
    
    
    $
    935Audit Related Fees (b)
    
    $
    1,960
    
    
    $
    439Tax Fees (c)
    
    $
    43
    
    
    $
    411All Other Fees (d)
    
    $
    297
    
    
    $
    53Total
    
    $
    3,330
    
    
    $
    1,838
 
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2008 and 2007
consisted of:
 
    
    audit of the Corporations annual statutory financial statements; and
    
    audit of its subsidiaries (SouthGobi Energy Resources Ltd. and Ivanhoe Australia
Limited), annual statutory financial statements.In addition, in 2008 and 2007 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 2008 and 2007 consisted of:
 
    
    translation services;
    
    financial accounting and reporting consultations;
    
    reviews of IVNs quarterly financial statements; and
    
    comfort letters, consents, and other services related to SEC, Canadian and other
securities regulatory authorities matters.The 2008 audit-related services were substantially higher than those incurred
in 2007 due to the incursion of $1,182,000 relating to services provided in respect of SouthGobis potential Asian
stock exchange
listing and $370,000 relating to services provided in respect of Ivanhoe Australias initial public offering.
 (c)
    
    Fees for tax services provided during fiscal 2008 and 2007 consisted of income tax
compliance, and tax planning and advice relating to transactions and proposed transactions of
the Corporation and its subsidiaries.(d)
    
    The Corporation incurred fees of Cdn.$297,000 for products and services provided by its
principal accountant during fiscal 2008 and 2007 not disclosed in subsections (a), (b) or (c).
 Pre-Approval Policies and Procedures




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75   de minimis




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76 
 I. Purpose
    II. Organization
     III. Meetings




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77      IV. Authority and Responsibilities
   (a) Auditors
 1.
    
    Recommend to the Board the independent auditors to be nominated for appointment as Auditors
of the Company at the Companys annual meeting and the remuneration to be paid to the Auditors
for services performed during the preceding year; approve all auditing services to be provided
by the Auditors; be responsible for the oversight of the work of the Auditors, including the
resolution of disagreements between management and the Auditors regarding financial reporting;
and recommend to the Board and the shareholders the termination of the appointment of the
Auditors, if and when advisable.2.
    
    When there is to be a change of the Auditor, review all issues related to the change,
including any notices required under applicable securities law, stock exchange or other
regulatory requirements, and the planned steps for an orderly transition.3.
    
    Review the Auditors audit plan and discuss the Auditors scope, staffing, materiality, and
general audit approach.4.
    
    Review on an annual basis the performance of the Auditors, including the lead audit partner.




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78 
 5.
    
    Take reasonable steps to confirm the independence of the Auditors, which include:
 (a)
    
    Ensuring receipt from the Auditors of a formal written statement in
accordance with applicable regulatory requirements delineating all relationships
between the Auditors and the Company;(b)
    
    Considering and discussing with the Auditors any disclosed
relationships or services, including non-audit services, that may impact the
objectivity and independence of the Auditors;(c)
    
    Approving in advance any non-audit related services provided by the
Auditor to the Company, and the fees for such services, with a view to ensure
independence of the Auditor, and in accordance with applicable regulatory
standards, including applicable stock exchange requirements with respect to
approval of non-audit related services performed by the Auditors; and(d)
    
    As necessary, taking or recommending that the Board take appropriate
action to oversee the independence of the Auditors.
 6.
    
    Review and approve any disclosures required to be included in periodic reports under
applicable securities law, stock exchange and other regulatory requirements with respect to
non-audit services.7.
    
    Confirm with the Auditors and receive written confirmation at least once per year (i)
indicating that the Auditors are a member in good standing with the Canadian Public
Accountability Board (CPAB) and comparable bodies in the United States, Australia and
elsewhere to the extent required and disclosing any sanctions or restrictions imposed by the
CPAB and such other comparable bodies; and (ii) responding to any other reasonable request of
the Audit Committee for confirmation as to their qualifications to act as the Companys
Auditors.8.
    
    Consider the tenure of the lead audit partner on the engagement in light of applicable
securities law, stock exchange or applicable regulatory requirements.9.
    
    Review all reports required to be submitted by the Auditors to the Committee under applicable
securities laws, stock exchange or other regulatory requirements.10.
    
    Receive all recommendations and explanations which the Auditors place before the Committee.
 (b) Financial Statements and Financial Information
 11.
    
    Review and discuss with management, the financial and accounting officer(s) and the Auditors,
the Companys annual audited financial statements, including disclosures made in managements
discussion and analysis, prior to filing or distribution of such statements and recommend to
the Board, if appropriate, that the Companys audited financial statements be included in the
Companys annual reports distributed and filed under applicable laws and regulatory
requirements.




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79 
 12.
    
    Review and discuss with management, the financial and accounting officer(s) and the Auditors,
the Companys interim financial statements, including managements discussion and analysis,
and the Auditors review of interim financial statements, prior to filing or distribution of
such statements.13.
    
    Review any earnings press releases of the Company before the Company publicly discloses this
information.14.
    
    Be satisfied that adequate procedures are in place for the review of the Companys disclosure
of financial information and extracted or derived from the Companys financial statements and
periodically assess the adequacy of these procedures.15.
    
    Discuss with the Auditor the matters required to be discussed by applicable auditing
standards requirements relating to the conduct of the audit including:
 (a)
    
    the adoption of, or changes to, the Companys significant auditing and
accounting principles and practices;(b)
    
    the management letter provided by the Auditor and the Companys
response to that letter; and(c)
    
    any difficulties encountered in the course of the audit work, including
any restrictions on the scope of activities or access to requested information, or
personnel and any significant disagreements with management.
 16.
    
    Discuss with management and the Auditors major issues regarding accounting principles used in
the preparation of the Companys financial statements, including any significant changes in
the Companys selection or application of accounting principles. Review and discuss analyses
prepared by management and/or the Auditors setting forth significant financial reporting
issues and judgments made in connection with the preparation of the financial statements,
including analyses of the effects of alternative approaches under generally accepted
accounting principles.17.
    
    Prepare any report under applicable securities law, stock exchange or other regulatory
requirements, including any reports required to be included in statutory filings, including in
the Companys annual proxy statement.
 (c) Ongoing Reviews and Discussions with Management and Others
 18.
    
    Obtain and review an annual report from management relating to the accounting principles used
in the preparation of the Companys financial statements, including those policies for which
management is required to exercise discretion or judgments regarding the implementation
thereof.19.
    
    Periodically review separately with each of management, the financial and accounting
officer(s) and the Auditors; (a) any significant disagreement between management and the
Auditors in connection with the preparation of the financial statements, (b) any difficulties
encountered during the course of the audit, including any restrictions on the scope of work or
access to required information and (c) managements response to each.




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80 
 20.
    
    Periodically discuss with the Auditors, without management being present, (a) their judgments
about the quality and appropriateness of the Companys accounting principles and financial
disclosure practices as applied in its financial reporting and (b) the completeness and
accuracy of the Companys financial statements.21.
    
    Consider and approve, if appropriate, significant changes to the Companys accounting
principles and financial disclosure practices as suggested by the Auditors or management and
the resulting financial statement impact. Review with the Auditors or management the extent
to which any changes or improvements in accounting or financial practices, as approved by the
Committee, have been implemented.22.
    
    Review and discuss with management, the Auditors and the Companys independent counsel, as
appropriate, any legal, regulatory or compliance matters that could have a significant impact
on the Companys financial statements, including applicable changes in accounting standards or
rules, or compliance with applicable laws and regulations, inquiries received from regulators
or government agencies and any pending material litigation.23.
    
    Enquire of the Companys financial and accounting officer(s) and the Auditors on any matters
which should be brought to the attention of the Committee concerning accounting, financial and
operating practices and controls and accounting practices of the Company.24.
    
    Review the principal control risks to the business of the Company, its subsidiaries and joint
ventures; and verify that effective control systems are in place to manage and mitigate these
risks.25.
    
    Review and discuss with management any earnings press releases, including the use of pro
forma or adjusted non-GAAP information, as well as any financial information and earnings
guidance provided to analysts and rating agencies. Such discussions may be done generally
(i.e. discussion of the types of information to be disclosed and the types of presentations
made).26.
    
    Review and discuss with management any material off-balance sheet transactions, arrangements,
obligations (including contingent obligations) and other relationships of the Company with
unconsolidated entities or other persons, that may have a material current or future effect on
financial condition, changes in financial condition, results of operations, liquidity, capital
resources, capital reserves or significant components of revenues or expenses. Obtain
explanations from management of all significant variances between comparative reporting
periods.27.
    
    Review and discuss with management the Companys major risk exposures and the steps
management has taken to monitor, control and manage such exposures, including the Companys
risk assessment and risk management guidelines and policies.
 (d) Risk Management and Internal Controls
 28.
    
    Review, based upon the recommendation of the Auditors and management, the scope and plan of
the work to be done by the Companys financial and accounting group and the responsibilities,
budget and staffing needs of such group.




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81 
 29.
    
    Ensure that management has designed and implemented effective systems of risk management and
internal controls and, at least annually, review and assess the effectiveness of such systems.30.
    
    Approve and recommend to the Board for adoption policies and procedures on risk oversight and
management to establish an effective system for identifying, assessing, monitoring and
managing risk.31.
    
    In consultation with the Auditors and management, review the adequacy of the Companys
internal control structure and procedures designed to insure compliance with laws and
regulations, and discuss the responsibilities, budget and staffing needs of the Companys
financial and accounting group.32.
    
    Establish procedures for (a) the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters and (b) the
confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.33.
    
    Review the internal control reports prepared by management, including managements assessment
of the effectiveness of the Companys internal control structure and procedures for financial
reporting and (ii) the Auditors attestation, and report, on the assessment made by
management.34.
    
    Review the appointment of the chief financial officer and any key financial executives
involved in the financial reporting process and recommend to the Board any changes in such
appointment.
 (f) Other Responsibilities
 35.
    
    Create an agenda for the ensuing year and confirm a timetable for the Audit Committee for the
ensuing year.36.
    
    Review and approve related-party transactions if required under applicable securities law,
stock exchange or other regulatory requirements.37.
    
    Review and approve (a) any change or waiver in the Companys code of ethics applicable to
senior financial officers and (b) any disclosures made under applicable securities law, stock
exchange or other regulatory requirements regarding such change or waiver.38.
    
    Establish, review and approve policies for the hiring of employees or former employees of the
Companys Auditors.39.
    
    Review and reassess the duties and responsibilities set out in this Charter annually and
recommend to the Corporate Governance & Nominating Committee and to the Board any changes
deemed appropriate by the Committee.40.
    
    Review its own performance annually, seeking input from management and the Board.41.
    
    Perform any other activities consistent with this Charter, the Companys articles and by-laws
and governing law, as the Committee or the Board deems necessary or appropriate.




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82 
 V. Reporting
  VI. Resources and Access to Information