Exhibit 99.1
 IVANHOE MINES LTD.
 Annual Information Form




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TABLE OF CONTENTS
 INTERPRETATION INFORMATION
    
    
    IForward-Looking Information
    
    
    iCurrency and Exchange Rates
    
    
    1Definitions
    
    
    1Conversion Factors
    
    
    4Glossary of Technical Terms and Abbreviations
    
    
    4CORPORATE STRUCTURE
    
    
    8Name, Address and Incorporation
    
    
    8Intercorporate Relationships
    
    
    8GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    9Overview
    
    
    9Three Year History
    
    
    9Rio Tinto Transactions
    
    
    14Agreements with the Government of Mongolia
    
    
    20Risk Factors
    
    
    26DESCRIPTION OF THE BUSINESS
    
    
    40Overview
    
    
    40Qualified Persons
    
    
    40Oyu Tolgoi Project
    
    
    41Ovoot Tolgoi Coal Project
    
    
    71Other Projects
    
    
    72Other Information
    
    
    74DIVIDENDS
    
    
    75DESCRIPTION OF CAPITAL STRUCTURE
    
    
    75Common Shares
    
    
    76Preferred Shares
    
    
    76MARKET FOR SECURITIES
    
    
    76DIRECTORS AND OFFICERS
    
    
    78Name and Occupation
    
    
    78Shareholdings of Directors and Executive Officers
    
    
    80Committees of the Board
    
    
    80Conflicts of Interest
    
    
    81Audit Committee Information
    
    
    81INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    81TRANSFER AGENTS AND REGISTRARS
    
    
    82MATERIAL CONTRACTS
    
    
    82INTERESTS OF EXPERTS
    
    
    83ADDITIONAL INFORMATION
    
    
    83SCHEDULE A AUDIT COMMITTEE INFORMATION
    
    
    I




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INTERPRETATION INFORMATION
 Forward-Looking Information
  
    
    anticipated business activities;
 
    
    planned expenditures;
 
    
    corporate strategies;
 
    
    proposed acquisitions and dispositions of assets;
 
    
    discussions with third parties respecting material agreements;
 
    
    mining plans for the Oyu Tolgoi Project and the schedule for carrying out and completing
construction of the Oyu Tolgoi Project, including all related infrastructure;
 
    
    the estimated schedule and cost of bringing the Oyu Tolgoi Project into commercial
production;
 
    
    the ability of IVN to arrange acceptable financing commitments for the Oyu Tolgoi
Project, including the OT Project Financing (as defined in the section entitled Rio Tinto
Transactions  HOA  Oyu Tolgoi Project Financing);
 
    
    implementation of the transactions contemplated by the HOA;
 
    
    anticipated future production and cash flows;
 
    
    the impact of arbitration proceedings with Rio Tinto;
 
    
    the impact of amendments to the laws of Mongolia and other countries in which IVN
carries on business, particularly with respect to taxation; the anticipated timing, cost
and outcome of plans to continue the development of non-core projects; and
 
    
    other statements that are not historical facts.
  i




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ii




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Currency and Exchange Rates
 .
    2010
    
    
    2009
    
    
    2008End of period
    
    
    0.9946
    
    
    
    1.0466
    
    
    
    1.2246High for the period
    
    
    1.0778
    
    
    
    1.3000
    
    
    
    1.2969Low for the period
    
    
    0.9946
    
    
    
    1.0292
    
    
    
    0.9719Average for the period
    
    
    1.0299
    
    
    
    1.1420
    
    
    
    1.0660
  Definitions
  AIF
 Altynalmas Gold
 AMEC Minproc
 Anti-Dilution Warrants
 ASX
 Cloncurry Project
 Common Shares
 Contract Assignment Arrangement Agreement
 Credit Agreement
 Entrée
 Entrée Earn-in Agreement
  1




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Entrée Joint Venture
 Erdenes
 First Tranche Investment
 HKSE
 HOA
 Hugo Dummett Deposits
 Hugo North
 Hugo North Extension
 Hugo South
 IDP05
 Integrated Development Plan 2010 IDP10
 Investment Agreement
 Ivanhoe Australia
 IVN Company
 IVN Group
 JORC
 MEL
 Osborne Project
 OT LLC
 Ovoot Tolgoi
 Ovoot Tolgoi Coal Project
 Oyu Tolgoi Project
  2




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Preferred Shares
 Private Placement Agreement
 Private Placement Warrants
 Put Agreement
 Put Option Placement Shares
 Rio Tinto
 Rio Tinto Alcan
 Rio Tinto Group
 SEC
 Second Tranche Investment
 Series A Warrants
 Series B Warrants
 Series C Warrants
 Shareholder Rights Plan
 Shareholders Agreement
 Southern Oyu Deposits
 SouthGobi SGQ
 SouthGobi Sands SGS
  3




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Sunrise Field
 Sunset Field
 T-Bill Purchase Agreement
 Technical Committee
 TSX
 Underground
 YBCA Business Corporations Act
 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 Technical Terms and Abbreviations
  anomaly:
 assay:
 Au:
 chalcocite:
 chalcopyrite:
 CIM:
  4




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##### 



CIM Standards:
 concentrate:
 concentrator:
 covellite:
 Cu:
 CuEq:
 cut-off grade:
 dyke:
 fault:
 feasibility study:
 flotation:
 gangue:
 g/t:
 hypogene:
 HQ:
 indicated mineral resource:
 inferred mineral resource:
 intrusive:
  5




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##### 



IP:
 km:
 km 2 :
 kriging:
 lb:
 leach:
 m:
 mm:
 measured mineral resource:
 metallurgic coal:
 mineral reserve:
 mineral resource (deposit):
 Mo:
 NI 43-101: - Standards of Disclosure for Mineral Projects
 NQ:
 oz:
 porphyry:
 ppm:
 preliminary assessment:
 preliminary feasibility study pre-feasibility study:
  6




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##### 



probable reserve:
 proven reserve:
 qualified person:
 QMD or quartz monzodiorite:
 RC:
 seam:
 stock:
 strike:
 sulphides:
 supergene:
 tpd:
 tpy:
  7




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##### 



CORPORATE STRUCTURE
 Name, Address and Incorporation
 Company Act
  Intercorporate Relationships
  Oyu Tolgoi Project Group One Subsidiaries
 Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    Voting Equity Ownership InterestIvanhoe Mines Delaware Holdings, LLC
    
    Delaware
    
    
    100
    %Ivanhoe Mines Aruba Holdings LLC
    
    Aruba
    
    
    100
    %Ivanhoe Oyu Tolgoi (BVI) Ltd.
    
    British Virgin Islands
    
    
    100
    %Oyu Tolgoi LLC
    
    Mongolia
    
    
    4.26
    %
 Oyu Tolgoi Project Group Two Subsidiaries
 Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    Voting Equity Ownership InterestIvanhoe OT Mines Ltd.
    
    British Columbia
    
    
    100
    %Turquoise Hill Netherlands Cooperative
    
    Netherlands
    
    
    100
    %(1)Oyu Tolgoi Netherlands B.V.
    
    Netherlands
    
    
    100
    %Oyu Tolgoi LLC
    
    Mongolia
    
    
    61.74
    %
  8




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##### 



Ovoot Tolgoi Project Subsidiaries
 Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    Voting Equity Ownership InterestSouthGobi Resources Ltd.
    
    British Columbia
    
    
    57.1
    %SGQ Coal Investment Pte. Ltd.
    
    Singapore
    
    
    100
    %(2)SouthGobi Sands LLC
    
    Mongolia
    
    
    100
    %(2)
 Cloncurry Project Subsidiaries
 Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    Voting Equity Ownership InterestOrian Holding Corp.
    
    British Virgin Islands
    
    
    100
    %IAL Holdings Singapore Pte. Ltd.
    
    Singapore
    
    
    100
    %Ivanhoe Australia Limited
    
    Australia
    
    
    62.0
    %Ivanhoe Australia Operations Pty Ltd.
    
    Australia
    
    
    100
    %(3)Ivanhoe Australia Tennant Creek Pty. Ltd.
    
    Australia
    
    
    100
    % (3)Ivanhoe Cloncurry Mines Pty. Limited
    
    Australia
    
    
    100
    %(3)
 (1)
    
    Ownership divided between IVN, as to 80%, and Ivanhoe OT Mines Ltd., as to 20%.(2)
    
    Each of these companies is a wholly-owned subsidiary of SouthGobi Resources(3)
    
    Each of these companies is a wholly-owned subsidiary of Ivanhoe Australia Limited.  GENERAL DEVELOPMENT OF THE BUSINESS
 Overview
  Three Year History
 2008
   9




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1
   2009
  
 1
    
    Under the terms of the Investment Agreement, IVN agreed
to transfer its interest in the Entrée Joint Venture to OT LLC.  10




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2010
     11




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12




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.
        13




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2011 to date
   Rio Tinto Transactions
  Private Placement Agreement
     14




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##### 



Credit Agreement
    Contract Assignment Arrangement Agreement and Put Agreement
    15




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HOA
  Rights Offering
  Common Share Purchases from Robert Friedland and Citibank N.A.
  Exercise of Private Placement Warrants
   16




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Subscription Right
  Standstill Cap
  Use of Proceeds
  Funding Requests
  Oyu Tolgoi Project Financing
    17




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Governance Arrangements
  Oyu Tolgoi Project Management and Exploration
   Other Oyu Tolgoi Project Matters
   Ivanhoe Board of Directors
   18




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##### 



Shareholder Rights Plan Arbitration and Reservation of Legal Rights
   Ancillary Matters
   Interim Funding Facility
  Rio Tinto Pro Forma Holdings
   19




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AggregateNumber of
    
    
    Number of
    
    
    Percentage of AllCommon Shares
    
    
    Common Shares
    
    
    Common SharesTransaction
    
    Held
    
    
    Issuable
    
    
    OutstandingFirst Tranche Investment
    
    
    37,333,655
    (1)
    
    
    N/A
    
    
    
    5.7
    %Second Tranche Investment
    
    
    46,304,473
    
    
    
    N/A
    
    
    
    7.1
    %Put Option Placement Shares
    
    
    15,000,000
    
    
    
    N/A
    
    
    
    2.3
    %Exercise of Series A Warrants
    
    
    46,026,522
    
    
    
    N/A
    
    
    
    7.0
    %Conversion of Credit Facility
    
    
    40,083,206
    
    
    
    N/A
    
    
    
    6.1
    %Exercise of anti-Dilution Warrants
    
    
    720,203
    
    
    
    827,706
    (2)
    
    
    0.1
    %Exercise of Series B Warrants
    
    
    33,783,784
    
    
    
    14,070,182
    (2)
    
    
    5.2
    %Purchase of Common Shares from Robert Friedland
    
    
    10,000,000
    
    
    
    N/A
    
    
    
    1.5
    %Participation in Rights Offering
    
    
    34,387,776
    
    
    
    N/A
    
    
    
    5.3
    %Purchase of Common Shares from
Cititbank
    
    
    11,500,000
    
    
    
    N/A
    
    
    
    1.8
    %Exercise of Series C Warrants
    
    
    N/A
    
    
    
    40,224,365
    (2)
    
    
    N/ASubscription Right
    
    
    N/A
    
    
    
    
    (3)
    
    
    N/A
 (1)
    
    Includes additional Common Shares issued pursuant to Rio Tintos exercise of its
pre-emptive rights under the Private Placement Agreement.(2)
    
    The exercise price and the number of share purchase warrants listed, (i) to (iii) have
been adjusted under the HOA, with shuch adjustments still subject to Rio tinto
confirmation, to ensure that Rio Tinto is in the same position with respect to these
warrants as they were prior to the Corporations Rights Offering transaction which was
completed on February 3, 2011 (the Rights Offering).(3)
    
    Rio Tinto is not required to exercise the Subscription Right, in which case there may be
no proceeds from the Subscription Right. The exercise price of the Subscription Right
will be based on the prevailing market price at the time of exercise. Agreements with the Government of Mongolia
  Effective Date
   20




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##### 



Term
   
    
    OT LLC must have demonstrated that the Oyu Tolgoi Project has been operated to industry
best practice in terms of national and community benefits, environment and health and
safety practices;
 
    
    OT LLC must have made capital expenditures in respect of the Oyu Tolgoi Project of at
least US$9 billion;
 
    
    OT LLC must have complied in all material respects with its obligations to pay taxes
under the laws of Mongolia, as stabilized under the terms of the Investment Agreement;
 
    
    OT LLC must have commenced commercial production at the Oyu Tolgoi Project within: (i)
seven years of the Effective Date, or (ii) five years from the date of having obtained
access to project financing sufficient to fully construct the Oyu Tolgoi Project in
accordance with the feasibility study submitted to the Government of Mongolia, whichever is
earlier;
 
    
    if, as part of the development of the Oyu Tolgoi Project, OT LLC has constructed, or is
constructing, a copper smelter, OT LLC must have constructed or be constructing such
smelter in Mongolia;
 
    
    if the development and operation of the Oyu Tolgoi Project has caused any unanticipated
and irreversible ecological damage to natural resources in Mongolia, OT LLC must have paid
compensation based on the value of any such permanently damaged natural resources in
accordance with the applicable laws of Mongolia; and
 
    
    OT LLC must have, within four years of having commenced commercial production at the Oyu
Tolgoi Project, secured the total power requirements for the Oyu Tolgoi Project from
sources within the territory of Mongolia.
 Investment Protection
  Taxes, Royalties and Fees
   21




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Project Financing and Commercial Production
   Infrastructure
    Smelter
   22




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Power Supply
  Local Communities
   Other
   Shareholders Agreement
  Ownership of OT LLC
   23




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Management of Oyu Tolgoi Project
  Election of Directors
  Existing Shareholder Loans and Cash Calls
   st
   24




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Payment of Dividends
  Transfer of Shares of OT LLC to Third Parties
  T-Bill Purchase Agreement
  2
  
 2
    
    The final T-Bill must be purchased within 14 days of OT
LLC having fuly drawn downt the financing necessary to enable the full and
complete construction of the Oyu Tolgoi Project or June 30, 2011.  25




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Risk Factors
  Insofar as Rio Tinto is IVNs largest shareholder, Rio Tinto has the ability to significantly
influence the business and affairs of IVN
   Under the HOA, IVN is substantially dependent on Rio Tinto for its financing needs
  In the event of a breach by IVN of any of the key terms of the OT Governance Agreement, Rio
Tinto will be released from Common Share acquisition limitations in effect pursuant to the
Standstill Cap
   26




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In the event of a breach by IVN of any of the key terms of the OT Governance Agreement or a
number of other material contracts between IVN or its subsidiaries and Rio Tinto or its
affiliates, Rio Tinto will be able to accelerate repayments under the Interim Funding Facility
  If the arbitration proceeding initiated by Rio Tinto is not resolved in IVNs favour, Rio Tinto
may acquire control of IVN after the expiration of the Standstill Cap and without making an
offer to all other Shareholders
   The actual cost of developing the Oyu Tolgoi Project may differ materially from IVNs estimates
and involve unexpected problems or delays
   27




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
    
    the timing and cost, which can be considerable, of the construction of mining and
processing facilities;
 
    
    the availability and cost of skilled labour, power and transportation;
 
    
    the annual usage costs to the local province for sand, aggregate and water;
 
    
    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.
  IVN may be limited in its ability to enforce the Investment Agreement against a sovereign
government
   28




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##### 



The Investment Agreement includes a number of future covenants that may be outside of the
control of IVN to complete
  
    
    IVN is obligated to obtain project financing for the development of the Oyu Tolgoi
Project within two years following the Effective Date of the Investment Agreement and to
commence commercial production within five years of securing such financing. There is a
risk that OT LLC will be unable to obtain sufficient project financing within the
stipulated time or that, in order to meet the project financing requirement in a timely
manner, OT LLC will be required to accept financing terms that are less advantageous than
those that might have been available had there been no deadline for obtaining such
financing. There is also a risk that unanticipated construction delays or other unforeseen
development problems may cause delays in commencement in commercial production or that
unforeseen mining or processing difficulties are encountered that prevent OT LLC from
attaining the required commercial production levels.
 
    
    IVN is obligated to utilize only Mongolian power sources within 4 years of commencing
commercial production. Such sources of power may not be available or may be available upon
commercial terms that are less advantageous than those available from other potential power
suppliers.
 
    
    Mongolian nationals must represent at least 90% of the Oyu Tolgoi Project work force
once commercial production is attained and 50% of the Projects engineers must be Mongolian
nationals within five years, increasing to 70% after 10 years. While IVN has a plan for
achieving these targets, success in doing so is contingent upon the availability of a
sufficient number of qualified personnel, which is not wholly within IVNs control.
 
    
    IVN is obligated to use Mongolian services, transportation and freight facilities on a
priority basis. Such services and facilities may not be available to the extent required
or may be available upon commercial terms that are less advantageous than those available
from other sources.
 
    
    OT LLC has community development commitments and social responsibility obligations.
There is a risk that OT LLC will be unable to meet the expectations or demands of relevant
community stakeholders to the extent contemplated to allow OT LLC to meet its commitments
under the Investment Agreement.
 
    
    The extension of the term of the Investment Agreement from 30 years to 50 years is
subject to a number of conditions, including IVN having demonstrated that the Oyu Tolgoi
Project has been operated in accordance with industry best practices in terms of national
and community benefits, environment and health and safety practices. The inherently
subjective nature of these criteria creates the risk that IVN and the Government of
Mongolia may disagree as to whether the conditions for extending the term of the Investment
Agreement have been met.
  The Oyu Tolgoi Project is operated as a corporate/government joint venture and is subject to
joint venture risk
   29




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The Government of Mongolia T-Bill may remain illiquid beyond the stated maturity date
  There can be no assurance that IVN will be capable of raising the additional funding that it
needs to complete its development and objectives
  Lack of more sophisticated electrical power and transportation infrastructure in proximity to
IVNs material properties could adversely affect mining feasibility.
    30




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The resource and reserve estimates for the IVN Groups projects disclosed in this AIF 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.
   31




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Mining projects are sensitive to the volatility of metal prices
    32




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##### 



Copper
    
    
    GoldYear
    
    High
    
    
    Low
    
    
    Average
    
    
    High
    
    
    Low
    
    
    Average2006
    
    $
    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
    
    
    $
    8722009
    
    $
    3.33
    
    
    $
    1.38
    
    
    $
    2.34
    
    
    $
    1,213
    
    
    $
    810
    
    
    $
    9722010
    
    $
    4.42
    
    
    $
    2.76
    
    
    $
    3.42
    
    
    $
    1,421
    
    
    $
    1,058
    
    
    $
    1,225
 IVNs ability to carry on business in Mongolia is subject to legal and political risk
      33




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##### 



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
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact IVNs
business
    34




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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
     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
   35




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##### 



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
  Competition for new mining properties by larger, more established companies may prevent IVN from
acquiring interests in additional properties or mining operations
  IVN does not expect to pay dividends for the foreseeable future
  There is no assurance that IVN will be capable of consistently producing positive cash flows
   36




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##### 



There is no guarantee that any exploration activity will result in commercial production of
mineral deposits
  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, shafts, headframes, underground workings; 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.
   37




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##### 



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
   38




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##### 



Capital markets are volatile
   IVN is subject to the U.S. Foreign Corrupt Practices Act
   39




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##### 



IVN may become a passive foreign investment company (PFIC), which could have adverse U.S.
federal income tax consequences to United States Holders of Common Shares
   IVN and SouthGobi hold substantial funds in cash and cash equivalents and there is a risk that
financial market turmoil or other extraordinary events could prevent the companies from
obtaining timely access to such funds or result in the loss of such funds
  DESCRIPTION OF THE BUSINESS
 Overview
  Qualified Persons
   40




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##### 



Oyu Tolgoi Project
  Project Description and Location
   3
 
 3
    
    Under the terms of the Investment Agreement, IVN agreed to transfer its interest in
the Entrée Joint Venture to OT LLC.  41




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##### 



Environment
    
    
    Volume I: Oyu Tolgoi to Gashuun Sukhait Road (the OT-GS Road);
 
    
    Volume II: Gunii Hooloi Borefield; and
 
    
    Volume III: Mining and Processing Facilities.
  42




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##### 



Volume (I): OT-GS Road
  Volume (II): Gunii Hooloi Borefield
  
 Volume (III): Mining and Processing
   Volume (IV): Coal Fired Power Plant
  Volume (V): Airports
   43




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##### 



Volume (VI): Others
   Accessibility, Climate, Local Resources and Physiography
        44




---



##### 



History
      45




---



##### 



Geology and Mineralization
     46




---



##### 



Heruga Deposit
    47




---



##### 



Southern Oyu Deposits
        48




---



##### 



Hugo Dummett Deposits
       49




---



##### 



Exploration
      50




---



##### 



Drilling
     51




---



##### 



Sampling, Analyses and Security
      52




---



##### 



Mineral Resources and Mineral Reserves
  Mineral Resources
   53




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##### 



Resources
  Total Oyu Tolgoi Project Mineral Resources March 2010 (1)(2)  (based on a 0.60 CuEq cut-off)
 Contained Metal(4)Resource
    
    
    
    
    
    Cu
    
    
    Au
    
    
    Mo
    
    
    CuEq(3)
    
    
    Cu
    
    
    Au
    
    
    CuEq(3)Category
    
    Tonnes
    
    
    (%)
    
    
    (g/t)
    
    
    (ppm)
    
    
    (%)
    
    
    (000 lbs)
    
    
    (oz)
    
    
    (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
    
    
    2,367,130,000
    
    
    
    0.78
    
    
    
    0.33
    
    
    
    50
    
    
    
    1.02
    
    
    
    40,610,000
    
    
    
    25,390,000
    
    
    
    53,280,000
 Notes:(1)
    
    Resource classifications conform to CIM Standards on Mineral Resources and Reserves
referred to in NI 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 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 910,000,000 tonnes
grading 0.48% copper and 0.49 g/t gold and a 141ppm Molybdenum at a 0.6% cut-off grade on
the combined Hugo North Extension and Heruga Deposits.  54




---



##### 



(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 Resources
  Southern Oyu Deposits (1)(2)
 Contained Metals(4)Southern Oyu
    
    CuEq
    
    
    Tonnage
    
    
    Cu
    
    
    Au
    
    
    CuEq
    
    
    Cu
    
    
    Au
    
    
    CuEq(3)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
  55




---



##### 



Contained Metals(4)Southern Oyu
    
    CuEq
    
    
    Tonnage
    
    
    Cu
    
    
    Au
    
    
    CuEq
    
    
    Cu
    
    
    Au
    
    
    CuEq(3)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
 Notes:(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
cutoff in the consolidated resource statement.  56




---



##### 



(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.   Hugo Dummett Mineral Resources
      57




---



##### 



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 property which is the subject of the Entrée
Joint Venture.  Hugo North Mineral Resource Inventory (1)  Indicated
 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)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
    
    
    
    5,837,000
  58




---



##### 



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)Total 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
    
    
    >= 3.5
    
    
    
    1,400,000
    
    
    
    3.32
    
    
    
    1.03
    
    
    
    3.98
    
    
    
    102,000
    
    
    
    50,000
    
    
    
    123,000Extension)(4)
    
    
    >= 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>= 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
    
    
    >= 3.5
    
    
    
    5,000,000
    
    
    
    3.13
    
    
    
    1.30
    
    
    
    3.96
    
    
    
    345,000
    
    
    
    210,000
    
    
    
    437,000North and
Hugo North
    
    
    >= 3
    
    
    
    16,500,000
    
    
    
    2.84
    
    
    
    0.96
    
    
    
    3.45
    
    
    
    1,033,000
    
    
    
    510,000
    
    
    
    1,255,000Extension(4))
    
    
    >= 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 property which is the subject of the Entrée
Joint Venture.  59




---



##### 



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
     60




---



##### 



Heruga (OT License) Mineral Resource Inventory (1)  (October 2009)
 Cut-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contained Metal(3)CuEq
    
    Tonnage
    
    
    Cu
    
    
    Au
    
    
    Mo
    
    
    CuEq(2)
    
    
    Cu
    
    
    Au
    
    
    CuEq%
    
    (000 t)
    
    
    %
    
    
    g/t
    
    
    ppm
    
    
    %
    
    
    (000 lb)
    
    
    (000 oz)
    
    
    (000 lb)>1.50
    
    
    
    
    
    
    0.58
    
    
    
    1.46
    
    
    
    52
    
    
    
    1.54
    
    
    
    
    
    
    
    
    
    
    
    >1.25
    
    
    
    
    
    
    0.53
    
    
    
    1.28
    
    
    
    52
    
    
    
    1.37
    
    
    
    10,000
    
    
    
    
    
    
    
    40,000>1.00
    
    
    10,000
    
    
    
    0.54
    
    
    
    0.86
    
    
    
    107
    
    
    
    1.15
    
    
    
    70,000
    
    
    
    
    
    
    
    140,000>0.90
    
    
    10,000
    
    
    
    0.54
    
    
    
    0.68
    
    
    
    131
    
    
    
    1.04
    
    
    
    130,000
    
    
    
    
    
    
    
    250,000>0.80
    
    
    20,000
    
    
    
    0.53
    
    
    
    0.55
    
    
    
    136
    
    
    
    0.95
    
    
    
    250,000
    
    
    
    
    
    
    
    450,000>0.70
    
    
    40,000
    
    
    
    0.50
    
    
    
    0.43
    
    
    
    133
    
    
    
    0.85
    
    
    
    460,000
    
    
    
    1,000
    
    
    
    780,000>0.60
    
    
    60,000
    
    
    
    0.48
    
    
    
    0.37
    
    
    
    128
    
    
    
    0.78
    
    
    
    670,000
    
    
    
    1,000
    
    
    
    1,090,000>0.50
    
    
    90,000
    
    
    
    0.45
    
    
    
    0.33
    
    
    
    122
    
    
    
    0.72
    
    
    
    840,000
    
    
    
    1,000
    
    
    
    1,360,000>0.40
    
    
    110,000
    
    
    
    0.41
    
    
    
    0.29
    
    
    
    111
    
    
    
    0.66
    
    
    
    1,020,000
    
    
    
    1,000
    
    
    
    1,640,000>0.30
    
    
    130,000
    
    
    
    0.38
    
    
    
    0.27
    
    
    
    105
    
    
    
    0.62
    
    
    
    1,110,000
    
    
    
    1,000
    
    
    
    1,770,000
 Heruga (Entree Javkhlant Only) Mineral Resource Inventory (1)  (October 2009)
 Cut-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contained Metal(3)CuEq
    
    Tonnage
    
    
    Cu
    
    
    Au
    
    
    Mo
    
    
    CuEq(2)
    
    
    Cu
    
    
    Au
    
    
    CuEq%
    
    (000 t)
    
    
    %
    
    
    q/t
    
    
    ppm
    
    
    %
    
    
    (000 lb)
    
    
    (000 oz)
    
    
    (000 lb)>1.50
    
    
    30,000
    
    
    
    0.57
    
    
    
    1.86
    
    
    
    124
    
    
    
    1.83
    
    
    
    360,000
    
    
    
    2,000
    
    
    
    1,150,000>1.25
    
    
    70,000
    
    
    
    0.56
    
    
    
    1.45
    
    
    
    118
    
    
    
    1.55
    
    
    
    840,000
    
    
    
    3,000
    
    
    
    2,340,000>1.00
    
    
    190,000
    
    
    
    0.57
    
    
    
    0.96
    
    
    
    155
    
    
    
    1.26
    
    
    
    2,370,000
    
    
    
    6,000
    
    
    
    5,260,000>0.90
    
    
    290,000
    
    
    
    0.56
    
    
    
    0.80
    
    
    
    160
    
    
    
    1.15
    
    
    
    3,610,000
    
    
    
    8,000
    
    
    
    7,450,000>0.80
    
    
    450,000
    
    
    
    0.54
    
    
    
    0.66
    
    
    
    160
    
    
    
    1.05
    
    
    
    5,310,000
    
    
    
    10,000
    
    
    
    10,320,000>0.70
    
    
    660,000
    
    
    
    0.51
    
    
    
    0.56
    
    
    
    151
    
    
    
    0.95
    
    
    
    7,390,000
    
    
    
    12,000
    
    
    
    13,780,000>0.60
    
    
    910,000
    
    
    
    0.48
    
    
    
    0.49
    
    
    
    541
    
    
    
    0.87
    
    
    
    9,570,000
    
    
    
    14,000
    
    
    
    17,390,000>0.50
    
    
    1,210,000
    
    
    
    0.44
    
    
    
    0.44
    
    
    
    130
    
    
    
    0.79
    
    
    
    11,780,000
    
    
    
    17,000
    
    
    
    21,060,000>0.40
    
    
    1,670,000
    
    
    
    0.39
    
    
    
    0.38
    
    
    
    115
    
    
    
    0.69
    
    
    
    14,430,000
    
    
    
    20,000
    
    
    
    25,540,000>0.30
    
    
    2,180,000
    
    
    
    0.35
    
    
    
    0.33
    
    
    
    102
    
    
    
    0.61
    
    
    
    16,730,000
    
    
    
    23,000
    
    
    
    29,470,000
  61




---



##### 



Heruga (OT License and Javkhlant) Mineral Resource Inventory (1)  (October 2009)
 Cut-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contained Metal(3)CuEq
    
    Tonnage
    
    
    Cu
    
    
    Au
    
    
    Mo
    
    
    CuEq(2)
    
    
    Cu
    
    
    
    
    
    
    CuEq%
    
    (t)
    
    
    %
    
    
    g/t
    
    
    ppm
    
    
    %
    
    
    (000 lb)
    
    
    Au (oz)
    
    
    (000 lb)>1.50
    
    
    30,000
    
    
    
    0.57
    
    
    
    1.86
    
    
    
    124
    
    
    
    1.83
    
    
    
    360,000
    
    
    
    2,000
    
    
    
    1,160,000>1.25
    
    
    70,000
    
    
    
    0.56
    
    
    
    1.45
    
    
    
    117
    
    
    
    1.55
    
    
    
    860,000
    
    
    
    3,000
    
    
    
    2,380,000>1.00
    
    
    190,000
    
    
    
    0.57
    
    
    
    0.96
    
    
    
    153
    
    
    
    1.26
    
    
    
    2,430,000
    
    
    
    6,000
    
    
    
    5,400,000>0.90
    
    
    300,000
    
    
    
    0.56
    
    
    
    0.79
    
    
    
    159
    
    
    
    1.15
    
    
    
    3,730,000
    
    
    
    8,000
    
    
    
    7,700,000>0.80
    
    
    470,000
    
    
    
    0.54
    
    
    
    0.66
    
    
    
    158
    
    
    
    1.04
    
    
    
    5,560,000
    
    
    
    10,000
    
    
    
    10,770,000>0.70
    
    
    700,000
    
    
    
    0.51
    
    
    
    0.56
    
    
    
    150
    
    
    
    0.94
    
    
    
    7,850,000
    
    
    
    13,000
    
    
    
    14,560,000>0.60
    
    
    970,000
    
    
    
    0.48
    
    
    
    0.48
    
    
    
    140
    
    
    
    0.86
    
    
    
    10,240,000
    
    
    
    15,000
    
    
    
    18,480,000>0.50
    
    
    1,300,000
    
    
    
    0.44
    
    
    
    0.43
    
    
    
    130
    
    
    
    0.78
    
    
    
    12,620,000
    
    
    
    18,000
    
    
    
    22,420,000>0.40
    
    
    1,780,000
    
    
    
    0.39
    
    
    
    0.37
    
    
    
    114
    
    
    
    0.69
    
    
    
    15,450,000
    
    
    
    21,000
    
    
    
    27,180,000>0.30
    
    
    2,310,000
    
    
    
    0.35
    
    
    
    0.33
    
    
    
    102
    
    
    
    0.61
    
    
    
    17,840,000
    
    
    
    24,000
    
    
    
    31,250,000
 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
  Southern Oyu Open Pit Mineral Reserve
   62




---



##### 



Hugo North Underground Reserve
   Recovered MetalOre
    
    NSR
    
    Cu
    
    Au
    
    Copper
    
    GoldDeposit
    
    (Mt)
    
    ($/t)
    
    (%)
    
    (g/t)
    
    (Mlb)
    
    (koz)Southern Oyu Deposits
Proven
    
    
    127
    
    
    
    21.38
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1 399
    
    
    
    2 994Probable
    
    
    828
    
    
    
    10.81
    
    
    
    0.48
    
    
    
    0.27
    
    
    
    6 980
    
    
    
    5 229Mineral Reserve
(Proven + Probable)
    
    
    955
    
    
    
    12.21
    
    
    
    0.49
    
    
    
    0.35
    
    
    
    8 380
    
    
    
    8 223Hugo Dummett Deposits
Probable
(Hugo North  Ivanhoe)
    
    
    410
    
    
    
    51.12
    
    
    
    1.90
    
    
    
    0.40
    
    
    
    15 823
    
    
    
    4 368Probable
(Hugo North  EJV Shivee
Tolgoi)
    
    
    27
    
    
    
    55.57
    
    
    
    1.85
    
    
    
    0.72
    
    
    
    1 032
    
    
    
    531Mineral Reserve (Probable)
(All Hugo North)
    
    
    437
    
    
    
    51.40
    
    
    
    1.90
    
    
    
    0.42
    
    
    
    16 855
    
    
    
    4 899Oyu Tolgoi Project
Mineral Reserve
Proven
    
    
    127
    
    
    
    21.38
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1 399
    
    
    
    2 994Probable
    
    
    1 266
    
    
    
    24.84
    
    
    
    0.97
    
    
    
    0.32
    
    
    
    23 835
    
    
    
    10 127Mineral Reserve
(Proven + Probable)
    
    
    1 393
    
    
    
    24.52
    
    
    
    0.93
    
    
    
    0.37
    
    
    
    25 234
    
    
    
    13 121
  
  63




---



##### 




 
 
 
 
 
   IDP10 Summary
   1)
    
    Reserve Case, based strictly on Proven and Probable Mineral Reserves; and2)
    
    Life of Mine (Sensitivity) Case, which adds a large base of Inferred resources to the Reserve
Case.
     64




---



##### 



65




---



##### 



Construction Progress at the Oyu Tolgoi Project
     
    
    Advancing contract negotiations for the supply and sale of copper-gold-silver
concentrate to be produced from the project. Most of the concentrate initially is expected
to go to major Chinese smelters.
 
    
    The awarding of contracts to construct a 220-kilovolt electrical power line from the Oyu
Tolgoi Project to the Mongolia-China border. The plan is to initially import electrical
power for the Oyu Tolgoi Project from Inner Mongolia, China, while an alternative
electrical power source is developed within Mongolia, in accordance with terms of the
Investment Agreement.
 
    
    Conclusion of the competitive bidding process for the main infrastructure works, which
include on-site infrastructure required to support mine operations and the 70 km water
pipeline to supply the concentrator.
 
    
    Preparation of bidders packages for the 97 km paved road from Oyu Tolgoi to the
Mongolia-China border at Gashuun Sukhait, and the permanent domestic airport; contracts are
expected to be awarded by end of the second quarter of 2011.
 
    
    Ongoing work on the Shaft #2 headframe, which reached 40 m of a total planned height of
97 m by the end of the first quarter of 2011. Shaft-sinking work is planned to begin in
September 2011. By the end of the first quarter of 2011, construction of the shaft and
ancillary facilities had reached 24.3% completion. The staging building, mine-dry and
warehouse buildings were erected; mechanical and electrical installations will follow.
 
    
    Construction of the concentrator building shell continued to advance, with more than
5,200 tonnes of steel erected by the end of the first quarter of 2011. Within the process,
crushing, and material handling areas, more than 86,000 m3 of concrete have been
poured. Shells for the SAG mills and ball mills, wrap-around motors and ball mill heads
were received on site. By the end of the first quarter of 2011, construction in the
concentrator area was 23.6% complete and ahead of schedule.
 
    
    Completion of excavations for facilities for the primary ore crusher and pouring of the
base mat in March 2011.
  66




---



##### 




    
    Completion of excavation of the tailings-thickening ponds and pouring of initial
concrete.
 
    
    Completion of the 35-kilovolt on-site power distribution loop reached 90% by the end of
the first quarter of 2011. Commissioning began of the 12-megawatt first stage of the diesel
power station, which will provide interim construction power.
 
    
    The steady growth of the site workforce resumed in March 2011 and now exceeds 7,000, of
which approximately 5,500 are working on site each day with the balance on leave, and the
long-term operations camp is being utilized as it is commissioned.
 
    
    By the end of the first quarter of 2011, a total of more than 10.8 million individual
safe hours had been worked at the site without a lost-time incident.
 Expected Commencement of Pre-stripping of the Open-Pit Mine
   
    
    Final selection was made of the open-pit mining fleet, with purchase orders issued to
international manufacturers. All major mining equipment has been secured in line with the
open-pit pre-stripping schedule.
 
    
    The tender for the explosives service contract was released in the fourth quarter of
2010 and a supplier was selected in the first quarter of 2011.
 Underground development of Hugo North Mine
       67




---



##### 



Skills Training and Community Programs
     
    
    Release of the Community Health, Safety and Security Program and a Health Impact
Assessment Report for local communities.
 
    
    Ongoing establishment of the Oyu Tolgoi Cultural Heritage Program, including formation
of an advisory board.
 
    
    Reviews of local regional planning and infrastructure, and formation of the South Gobi
Regional Development Council.
 
    
    Local procurement activities to identify and develop small-, medium- and large-sized
businesses with capacities to support Oyu Tolgoi and surrounding communities.
 
    
    Development of a participatory environmental monitoring program focusing on water
management and pasture-land conservation, with the assistance of local communities.
 Updated Exploration Activities
    68




---



##### 



From
    
    
    To
    
    
    
    
    
    
    Gold
    
    
    Copper
    
    
    MoHole
    
    (m)
    
    
    (m)
    
    
    Interval (m)
    
    
    g/t
    
    
    %
    
    
    ppm
    
    
    CuEqOTD1498A
    
    
    1978
    
    
    
    2100
    
    
    
    122
    
    
    
    0.05
    
    
    
    0.42
    
    
    
    54
    
    
    
    0.48including
    
    
    2240
    
    
    
    2318
    
    
    
    78
    
    
    
    0.07
    
    
    
    0.61
    
    
    
    12
    
    
    
    0.662346
    
    
    
    2418
    
    
    
    72
    
    
    
    0.07
    
    
    
    0.44
    
    
    
    41
    
    
    
    0.512464
    
    
    
    2478
    
    
    
    14
    
    
    
    0.31
    
    
    
    0.21
    
    
    
    28
    
    
    
    0.422546
    
    
    
    2562
    
    
    
    16
    
    
    
    0.19
    
    
    
    0.27
    
    
    
    72
    
    
    
    0.432582
    
    
    2632(EOH)
    
    
    
    50
    
    
    
    0.17
    
    
    
    0.32
    
    
    
    75
    
    
    
    0.47OTD1500
    
    
    1800
    
    
    
    1910
    
    
    
    110
    
    
    
    0.17
    
    
    
    0.44
    
    
    
    189
    
    
    
    0.65OTD1500A
    
    
    1462
    
    
    
    1506
    
    
    
    44
    
    
    
    0.09
    
    
    
    0.55
    
    
    
    55
    
    
    
    0.64OTD1501
    
    
    1662
    
    
    
    1682
    
    
    
    20
    
    
    
    0.12
    
    
    
    1.06
    
    
    
    12
    
    
    
    1.14including
    
    
    1724
    
    
    
    1730
    
    
    
    6
    
    
    
    0.07
    
    
    
    1.23
    
    
    
    30
    
    
    
    1.291754
    
    
    
    1776
    
    
    
    22
    
    
    
    0.03
    
    
    
    0.59
    
    
    
    39
    
    
    
    0.63OTD1500B
    
    
    2066
    
    
    
    2094
    
    
    
    28
    
    
    
    2.30
    
    
    
    1.35
    
    
    
    200
    
    
    
    2.922182
    
    
    
    2276
    
    
    
    94
    
    
    
    0.91
    
    
    
    0.60
    
    
    
    60
    
    
    
    1.21OTD1510
    
    
    1460
    
    
    
    2398
    
    
    
    938
    
    
    
    0.42
    
    
    
    0.46
    
    
    
    72
    
    
    
    0.73including
    
    
    1460
    
    
    
    1492
    
    
    
    32
    
    
    
    0.08
    
    
    
    0.66
    
    
    
    22
    
    
    
    0.711504
    
    
    
    1742
    
    
    
    238
    
    
    
    0.11
    
    
    
    0.41
    
    
    
    37
    
    
    
    0.481758
    
    
    
    1780
    
    
    
    22
    
    
    
    0.39
    
    
    
    0.59
    
    
    
    140
    
    
    
    0.84
  69




---



##### 



From
    
    
    To
    
    
    
    
    
    
    Gold
    
    
    Copper
    
    
    MoHole
    
    (m)
    
    
    (m)
    
    
    Interval (m)
    
    
    g/t
    
    
    %
    
    
    ppm
    
    
    CuEq1792
    
    
    
    1976
    
    
    
    184
    
    
    
    0.55
    
    
    
    0.59
    
    
    
    74
    
    
    
    0.941986
    
    
    
    2006
    
    
    
    20
    
    
    
    0.60
    
    
    
    0.53
    
    
    
    83
    
    
    
    0.912012
    
    
    
    2074
    
    
    
    62
    
    
    
    1.08
    
    
    
    1.11
    
    
    
    235
    
    
    
    1.802090
    
    
    
    2162
    
    
    
    72
    
    
    
    0.18
    
    
    
    0.36
    
    
    
    139
    
    
    
    0.482166
    
    
    
    2184
    
    
    
    18
    
    
    
    0.13
    
    
    
    0.57
    
    
    
    225
    
    
    
    0.652214
    
    
    
    2232
    
    
    
    18
    
    
    
    0.19
    
    
    
    0.52
    
    
    
    166
    
    
    
    0.642246
    
    
    
    2264
    
    
    
    18
    
    
    
    0.21
    
    
    
    0.42
    
    
    
    132
    
    
    
    0.562286
    
    
    
    2398
    
    
    
    112
    
    
    
    1.36
    
    
    
    0.34
    
    
    
    14
    
    
    
    1.212272
    
    
    
    2312
    
    
    
    40
    
    
    
    0.87
    
    
    
    0.48
    
    
    
    92
    
    
    
    1.032326
    
    
    
    2354
    
    
    
    28
    
    
    
    1.32
    
    
    
    0.39
    
    
    
    8
    
    
    
    1.242364
    
    
    
    2398
    
    
    
    34
    
    
    
    2.44
    
    
    
    0.47
    
    
    
    6
    
    
    
    2.032376
    
    
    
    2396
    
    
    
    20
    
    
    
    3.78
    
    
    
    0.64
    
    
    
    6
    
    
    
    3.052388
    
    
    
    2394
    
    
    
    6
    
    
    
    8.44
    
    
    
    0.66
    
    
    
    5
    
    
    
    6.05OTD1502A
    
    
    2156
    
    
    
    2172
    
    
    
    16
    
    
    
    0.84
    
    
    
    0.67
    
    
    
    152
    
    
    
    1.29OTD1502A
    
    
    2206
    
    
    
    2402
    
    
    
    196
    
    
    
    0.70
    
    
    
    0.58
    
    
    
    117
    
    
    
    1.09OTD1502B
    
    
    2090
    
    
    
    2104
    
    
    
    14
    
    
    
    0.99
    
    
    
    0.69
    
    
    
    30
    
    
    
    1.34OTD1502B
    
    
    2160
    
    
    
    2202
    
    
    
    42
    
    
    
    0.15
    
    
    
    0.75
    
    
    
    67
    
    
    
    0.88OTD1502C
    
    
    1966
    
    
    
    2002
    
    
    
    36
    
    
    
    0.07
    
    
    
    0.76
    
    
    
    40
    
    
    
    0.82OTD1510B
    
    
    1436
    
    
    
    1478
    
    
    
    42
    
    
    
    0.09
    
    
    
    1.55
    
    
    
    46
    
    
    
    1.64OTD1510B
    
    
    1714
    
    
    
    1776
    
    
    
    62
    
    
    
    0.51
    
    
    
    0.72
    
    
    
    69
    
    
    
    1.09OTD1510B
    
    
    2204
    
    
    
    2216
    
    
    
    12
    
    
    
    1.04
    
    
    
    0.88
    
    
    
    200
    
    
    
    1.65OTD1510B
    
    
    2282
    
    
    
    2296
    
    
    
    14
    
    
    
    0.91
    
    
    
    0.44
    
    
    
    14
    
    
    
    1.03
  70




---



##### 



From
    
    
    To
    
    
    
    
    
    
    Gold
    
    
    Copper
    
    
    MoHole
    
    (m)
    
    
    (m)
    
    
    Interval (m)
    
    
    g/t
    
    
    %
    
    
    ppm
    
    
    CuEqOTD1510B
    
    
    2332
    
    
    
    2370
    
    
    
    38
    
    
    
    1.79
    
    
    
    0.40
    
    
    
    22
    
    
    
    1.55OTD1510B
    
    
    2388
    
    
    
    2428
    
    
    
    40
    
    
    
    1.56
    
    
    
    0.37
    
    
    
    12
    
    
    
    1.37OTD1510C
    
    
    1486
    
    
    
    1496
    
    
    
    10
    
    
    
    0.08
    
    
    
    1.57
    
    
    
    18
    
    
    
    1.63OTD1510C
    
    
    1510
    
    
    
    1550
    
    
    
    40
    
    
    
    0.09
    
    
    
    0.66
    
    
    
    34
    
    
    
    0.74OTD1510C
    
    
    1608
    
    
    
    1782
    
    
    
    174
    
    
    
    0.23
    
    
    
    0.53
    
    
    
    25
    
    
    
    0.68OTD1502C
    
    
    2002.00
    
    
    
    2133.00
    
    
    pendingEJD0035A
    
    
    1426.00
    
    
    
    1452.00
    
    
    
    24.00
    
    
    
    0.01
    
    
    
    1.10
    
    
    
    57.50
    
    
    
    1.14
    SouthGobi Resources Limited
 Overview
   Ovoot Tolgoi Complex
   71




---



##### 



Soumber
    Other Projects
 Mongolia
 Metal Prospects
    72




---



##### 



Kazakhstan
    Australia
  2
  73




---



##### 



.
 Other Information
 Equity Investments
  Company
    
    Number of Shares
    
    
    ValueEntrée Gold Inc. (TSX)
    
    
    13,799,333
    
    
    Cdn$
    47,883,686Intec Limited (ASX)
    
    
    4,117,484
    
    
    A$
    123,525Asia Now Resources Corp. (TSX-V)
    
    
    969,036
    
    
    Cdn$
    261,640Exco Resources NL (ASX)(1)
    
    
    79,288,632
    
    
    A$
    45,194,520Emmerson
Resources Limited (ASX)(2)
    
    
    22,610,000
    
    
    A$
    3,165,400Kangaroo
Resources Limited (ASX)(3)
    
    
    50,000,000
    
    
    A$
    10,000,000Ivanhoe
Nickel & Platinum Ltd. (unlisted)(4)(5)
    
    
    5,591,561
    
    
    
    N/AAspire Mining Limited(6)
    
    
    105,860,186
    
    
    A$
    50,812,889
 (1)
    
    IVNs interest in Exco Resources NL is indirect, as IVNs subsidiary, Ivanhoe
Australia owns the 79,288,632 shares of Exco Resources NL.  74




---



##### 



(2)
    
    IVNs interest in Emmerson Resources Limited is indirect, as IVNs subsidiary, Ivanhoe
Australia owns the 22,610,000 shares of Emmerson Resources Limited.(3)
    
    IVNs interest in Kangaroo Resources Limited is indirect, as IVNs subsidiary,
SouthGobi Resources owns the 50,000,000 shares of Kangaroo Resources Limited.(4)
    
    IVNs Chairman and CEO, Robert M. Friedland, holds a voting equity ownership interest
of 34% in Ivanhoe Nickel & Platinum Ltd. (Ivanplats).(5)
    
    IVN also holds 2,083,334 share purchase warrants of Ivanplats which convert to 2.5
million common shares. IVN also holds 550,000 IPO warrants that vest upon the closing of an
IPO. Each IPO warrant entitles the holder to purchase 1.1 common shares at the IPO price up
until two years after the closing of the IPO.(6)
    
    IVNs interest in Aspire Mining Limited is indirect, as IVNs subsidiary, SouthGobi
Resources owns the 105,860,186 shares of Aspire Mining Limited. Employees
  DIVIDENDS
  DESCRIPTION OF CAPITAL STRUCTURE
   75




---



##### 



Common Shares
  Preferred Shares
   MARKET FOR SECURITIES
   76




---



##### 



PERIOD
    
    HIGH
    
    
    LOW
    
    
    VOLUMEJanuary 2010
    
    
    18.49
    
    
    
    14.69
    
    
    
    18,746,900February 2010
    
    
    16.81
    
    
    
    13.46
    
    
    
    20,937,360March 2010
    
    
    17.91
    
    
    
    15.75
    
    
    
    15,103,178April 2010
    
    
    18.99
    
    
    
    16.02
    
    
    
    30,044,372May 2010
    
    
    16.83
    
    
    
    13.15
    
    
    
    28,688,482June 2010
    
    
    16.33
    
    
    
    13.59
    
    
    
    22,565,072July 2010
    
    
    18.69
    
    
    
    13.63
    
    
    
    29,269,250August 2010
    
    
    19.12
    
    
    
    17.13
    
    
    
    17,413,796September 2010
    
    
    25.72
    
    
    
    18.44
    
    
    
    29,175,674October 2010
    
    
    26.63
    
    
    
    23.20
    
    
    
    21,150,902November 2010
    
    
    27.66
    
    
    
    23.61
    
    
    
    19,301,248December 2010
    
    
    30.28
    
    
    
    22.73
    
    
    
    38,471,616
  77




---



##### 



DIRECTORS AND OFFICERS
 Name and Occupation
  Name and Municipality
    
    
    
    Principal Occupationof Residence
    
    Position with Company
    
    During Past Five YearsROBERT M. FRIEDLAND
Singapore
    
    Executive Chairman, CEO and
Director
(Director since March 1994)
    
    Chairman4 of IVN (March 1994 to present);
Chief Executive Officer of IVN (March 1994 to May
2006 and October 2010 to present); Executive
Co-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 October 2009);
Chairman, SouthGobi Energy Resources (October 2009
to present).JOHN MACKEN 
Massachusetts, USA
    
    President
(resigned as a Director in
February 2011)
    
    Chief Executive Officer of IVN (May 2006 to October
2010); President of IVN (January 2004 to present);
Chairman of SouthGobi Resources (June 2007 to
October 2009).DAVID HUBERMAN 
Vancouver, Canada
    
    Director (lead director)
(Director since September
2003)
    
    President, Coda Consulting Corp. (business
consulting firm) (1993 to present).R. EDWARD FLOOD
Ketchum, Idaho
    
    Director
(Director since March 1995)
    
    Chairman of Western Uranium Corporation (March 2007
to present); Managing Director, Investment Banking,
Haywood Securities (UK) Limited (investment dealer)
(March 2007 to March 2010); Deputy Chairman of IVN
(May 1999 to February 2007); Senior Mining Analyst,
Haywood Securities Inc. (investment dealer) (May
1999 to November 2001).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)
    
    Chairman of Canaccord Genuity Asia (formerly The
Balloch Group) (January 2011  present); President,
The Balloch Group (July 2001  January 2011); Vice
Chairman, Canada China Business Council (July 2001
 present).DAVID KORBIN 
West Vancouver, Canada
    
    Director
(Director since May 2006)
    
    Independent Management and Financial Consultant (May
1998 to present).
 
 4
    
    Under the terms of the HOA, the Company agreed that
from and after the date of its 2011 annual general meeting (the Meeting)
until the earlier of (i) January 18, 2014, and (ii) the date that the Company
ceases to be a reporting issuer in Canada, the Companys independent directors
will be entitled to appoint the Chairman of the Board. As a result, David
Huberman, the Companys independent Lead Director, will replace Robert
Friedland as Chairman effective as of the date of the Meeting.  78




---



##### 



Name and Municipality
    
    
    
    Principal Occupationof Residence
    
    Position with Company
    
    During Past Five YearsLIVIA MAHLER 
Vancouver, Canada
    
    Director
(Director since March 2009)
    
    Partner and co-founder, Greenstone Venture Partners
(February 2000 to present).TRACY STEVENSON 
Sandy, United States
    
    Director
(Director since May 2010)
    
    Founding member of Bedrock Resources, LLC, (2010 
present); Founding member of SOS Investors LLC,
(2008  present); Rio Tinto, PLC (January 1980 
July 2007).DAN WESTBROOK 
Albuquerque, United 
States
    
    Director
(Director since September
2010)
    
    President, BP China Gas, (September 2001- December
2005).MICHAEL GORDON 
Colchester, United 
Kingdom
    
    Director
(Director since September
2010)
    
    Executive Vice President and Chief Financial
Officer, Anglo American PLC (May 1999  June 2008)ROBERT HOLLAND III 
Dallas, United States
    
    Director
(Director since November 2010)
    
    Executive Co-Chairman, Max Petroleum (May 2006 
present), US Executive Director, World Bank (April
2002  April 2006).ANDREW HARDING 
Surrey, England
    
    Director
(Director since February 2011)
    
    Chief Executive, Rio Tinto Copper (October 2009 to
present); President and Chief Executive, Kennecott
Utah Copper (November 2007 to October 2009); various
other positions within the Rio Tinto Group (1992 to
present).KAY PRIESTLY 
Park City, United States
    
    Director
(Director since February 2011)
    
    Chief Financial Officer, Rio Tinto Copper (2008 -
present), Vice President, Risk Management and
General Auditor, Entergy Corporation (2005  2006).TONY GIARDINI 
Vancouver, Canada
    
    Chief Financial Officer
    
    Chief Financial Officer of IVN (May 2006 to present).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
    
    CEO of Altynalmas Gold Ltd. (April 2009  present);
President, Gold Division of IVN (August 2006 to
present); Operations Manager of Robe River
Associates (a mining company) (March 2005 to August
2006).RICHARD GOSSE 
Richmond, Canada
    
    Vice President, Exploration
    
    Vice President, Exploration of IVN (January 2009 to
present); Vice President, Exploration, Metals
Division of SouthGobi Resources (February 2004 to
December 2008).
  79




---



##### 



Name and Municipality
    
    
    
    Principal Occupationof Residence
    
    Position with Company
    
    During Past Five YearsJAY GOW 
Burnaby, Canada
    
    Vice President, Marketing
    
    Vice President, Marketing of IVN (May 2004 to
present).PIERRE 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).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
   80




---



##### 



Conflicts of Interest
    Audit Committee Information
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   Company Name
    
    Robert Friedland Ownership InterestIvanhoe Energy Inc.
    
    
    14.7
    %Ivanhoe Capital Corporation
    
    
    100
    %Ivanhoe Nickel & Platinum Ltd.
    
    
    34.0
    %I-Pulse Inc.
    
    
    33.5
    %SouthGobi Resources Ltd.
    
    
    
    (1)GoviEx Gold Inc.
    
    
    
    (1)GoviEx Uranium Inc.
    
    Nil
 (1)
    
    As at December 31, 2010, Mr. Friedland owned 15.5% of the Common Shares of the Company,
which owned 57.1% of the common shares of SouthGobi Resources Ltd. (57.0% as of March 30,
2011) and 1.5% of GoviEx Gold Inc.  81




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
    
    1,545,842 Ivanplats special warrants were converted into 1,771,676 common shares on
December 10, 2010;
 
    
    Ivanplats converted 1,100,000 liquidity rights issued November 12, 2009 into 110,000
common shares on December 31, 2010.
    TRANSFER AGENTS AND REGISTRARS
  MATERIAL CONTRACTS
 Continuous Disclosure Obligations
 1.
    
    Entrée Earn-in Agreement, pursuant to which IVN5 earned a participating interest in
the Entrée Joint Venture of 80% in respect of minerals below 560m and 70% in minerals above
560m by having expended $35 million in earn-in expenditures on the areas of the Hugo North
Extension that are the subject of the Entrée Joint Venture.
 
 5
    
    Under the terms of the Investment Agreement, IVN agreed
to transfer its interst in the Entrée Joint Venture to OT LLC  82




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2.
    
    Private Placement Agreement. See GENERAL DEVELOPMENT OF THE BUSINESS  Rio Tinto
Transactions  Private Placement Agreement.3.
    
    Contract Assignment Arrangement Agreement. See GENERAL DEVELOPMENT OF THE BUSINESS  Rio
Tinto Transactions  Contract Assignment Arrangement Agreement and Put Agreement.4.
    
    Investment Agreement. See GENERAL DEVELOPMENT OF THE BUSINESS  Agreements with the
Government of Mongolia  Investment Agreement.5.
    
    Shareholders Agreement. See GENERAL DEVELOPMENT OF THE BUSINESS  Agreements with the
Government of Mongolia  Shareholders Agreement.6.
    
    T-Bill Purchase Agreement. See GENERAL DEVELOPMENT OF THE BUSINESS  Agreements with the
Government of Mongolia  T-Bill Purchase Agreement.7.
    
    HOA. See GENERAL DEVELOPMENT OF THE BUSINESS  Rio Tinto Transactions  HOA. INTERESTS OF EXPERTS
    ADDITIONAL INFORMATION
    83




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SCHEDULE A
Audit Committee Information
 Composition of Audit Committee
  Relevant Education and Experience
 David Korbin
  Markus Faber
  Livia Mahler
  Tracy Stevenson
   i




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Audit Fees
   (Canadian $ in 000s)
    
    2010
    
    
    2009Audit Fees (a)
    
    $
    954
    
    
    $
    873Audit Related Fees (b)
    
    $
    1,156
    
    
    $
    1,504Tax Fees (c)
    
    $
    71
    
    
    $
    26Total
    
    $
    2,181
    
    
    $
    2,403
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2010 and 2009
consisted of: 
    
    audit of the Companys annual statutory financial statements; and
 
    
    audit of its subsidiaries, SouthGobi Resources Ltd.s and Ivanhoe Australia
Limiteds annual statutory financial statements.
  (b)
    
    Fees for audit-related services provided during fiscal 2010 and 2009 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.
 (c)
    
    Fees for tax services provided during fiscal 2010 and 2009 consisted of income tax
compliance, and tax planning and advice relating to transactions and proposed transactions of
the Company and its subsidiaries. Pre-Approval Policies and Procedures
   - ii -




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de minimis
   Audit Committee Charter
 I. Purpose
    II. Organization
      - iii -




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III. Meetings
      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.
  - iv -




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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.
 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.
  - v -




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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.
 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.
  - vi -




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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.
 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.
  - vii -




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(e)
    
    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.
 V. Reporting
  VI. Resources and Access to Information
     - viii -