##### 



EXHIBIT 1 IVANHOE MINES LTD.




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2  
 TABLE OF CONTENTS
 CORPORATE STRUCTURE
    
    
    9GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    10Overview
    
    
    10Three Year History
    
    
    10Outlook
    
    
    13Risk Factors
    
    
    14DESCRIPTION OF THE BUSINESS
    
    
    23Overview
    
    
    23Oyu Tolgoi Copper and Gold Project, Mongolia
    
    
    23Nariin Sukhait Coal Project, Mongolia
    
    
    44Other Projects
    
    
    58Monywa Copper Project
    
    
    58Mongolia
    
    
    60China
    
    
    62Kazakhstan
    
    
    63Australia
    
    
    64Equity Investments
    
    
    65DIVIDENDS
    
    
    66DESCRIPTION OF CAPITAL STRUCTURE
    
    
    66MARKET FOR SECURITIES
    
    
    67DIRECTORS AND OFFICERS
    
    
    67INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    70TRANSFER AGENTS AND REGISTRARS
    
    
    71MATERIAL CONTRACTS
    
    
    71INTERESTS OF EXPERTS
    
    
    71ADDITIONAL INFORMATION
    
    
    72SCHEDULE A
    
    
    73




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3  Forward-Looking Information
   Currency and Exchange Rates




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4   Year Ended December 312005
    
    2004
    
    2003
    
    2002
    
    2001End of period
    
    
    1.1659
    
    
    
    1.2036
    
    
    
    1.2924
    
    
    
    1.5796
    
    
    
    1.5928High for the period
    
    
    1.2704
    
    
    
    1.3968
    
    
    
    1.5777
    
    
    
    1.6184
    
    
    
    1.6052Low for the period
    
    
    1.1507
    
    
    
    1.1774
    
    
    
    1.2839
    
    
    
    1.5155
    
    
    
    1.4901Average for the period
    
    
    1.2116
    
    
    
    1.3015
    
    
    
    1.40146
    
    
    
    1.5703
    
    
    
    1.5484
  Defined Terms and Abbreviations
  2006 AMEC Resource Report
 AAJV
 AMEC
 Au
 Ausenco
 BHP Exploration
 CIM
 CIM Standards
 Common Shares
 Corporation
 Cu
 CuEq
 Entrée
 g/t
 GSC Paper 88  21
 GRD Minproc




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5 GRD Minproc Report
 Hugo Dummett Deposits
 Hugo North
 Hugo North Extension
 Hugo South
 IMMI
 Integrated Development Plan IDP
 IVN
 IVN Group
 Jinshan
 km
 km 2
 lb
 m
 May 2005 AMEC Report
 MEL
 Monywa Copper Project
 NI 43-101
 Norwest
 Oyu Tolgoi Project
 oz
 Preferred Shares
 Southern Oyu Deposits
 Stability Agreement
 tpy




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




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7 dyke:
 fault:
 flotation:
 gangue:
 hypogene:
 HQ:
 indicated mineral resource:
 inferred mineral resource:
 intrusive:
 IP:
 leach:
 measured mineral resource:
 mineral resource (deposit):
 NQ:
 ore reserve:




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8  porphyry:
 probable reserve:
 proven reserve:
 PQ:
 qualified person:
 quartz monzodiorite:
 RC:
 schist:
 scoping study:
 shear zone:
 stock:
 strike:
 sulphides:
 supergene:
 tailing:
 tuffs:




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9 
 CORPORATE STRUCTURE
 Name, Address and Incorporation
 Company Act Business Corporations
Act
  Intercorporate Relationships
  Name of Subsidiary
    
    Jurisdiction of Incorporation
    
    Percentage OwnershipIvanhoe Mines Mongolia Inc.
    
    British Virgin Islands
    
    100%Ivanhoe Mines Mongolia Inc. XXK
    
    Mongolia
    
    100%




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10 
 GENERAL DEVELOPMENT OF THE BUSINESS
 
 Overview
  
 Three Year History
 2003




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11  2004
      2005




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12




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13 2006 to Date
      
 Outlook




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14      
 Risk Factors
 There can be no assurance that IVN will be capable of raising the additional funding that it
needs to carry out its development and exploration objectives.




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15  IVN may be unsuccessful in obtaining the taxation and fiscal concessions and legal and investor
protection assurances it is seeking from the Government of Mongolia in its negotiations for a
stability agreement in respect of the Oyu Tolgoi Project.
  Future amendments to Mongolian laws could adversely affect IVNs mining rights in the Oyu Tolgoi
Project or make it more difficult or expensive to develop the project and carry out mining.




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16 IVNs ability to carry on business in Mongolia is subject to political risk.
     IVNs business in Mongolia may be harmed if the country fails to complete its transition from
state socialism and a planned economy to political democracy and a free market economy.
  IVN may be unable to enforce its legal rights in certain circumstances.
  The mineral resources identified on the Oyu Tolgoi Project do not have demonstrated economic
viability and the feasibility of mining has not been established.




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17   Lack of infrastructure in proximity to the Oyu Tolgoi Project could adversely affect mining
feasibility.
  IVN may experience difficulties with its joint venture partners.
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact IVNs
business.




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18 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 IVN mining sites, and if IVN
cannot prove that such damage was caused by such prior operators, its indemnities and exemptions
from liability may not be effective.
  Mining projects are sensitive to the volatility of metal prices.




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19  Illegal mining is prevalent in Mongolia and Myanmar.
  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.
  Economic sanctions imposed by the United States, the European Union and Canada against Myanmar
may adversely affect the Monywa Copper Project.
  The proceeds from the sale of the Savage River Project are dependent on iron ore prices and the
remaining supply of ore at the Savage River Project.




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20  Competition for new mining properties by larger, more established companies may prevent IVN from
acquiring interests in additional properties or mining operations.
  IVN has a limited operating history, and there is no assurance that it will be capable of
consistently producing positive cash flows.
  A substantial portion of IVNs operations involve exploration and development and there is no
guarantee that any such activity will result in commercial production of mineral deposits.




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21 The Corporation does not maintain insurance over certain of its business operations.
  Mining operations are subject to numerous hazards that could have a material adverse effect on
the financial position of IVN.
  IVN is exposed to risks of changing political stability and government regulation in the
countries in which it operates.




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22  IVNs prospects depend on its ability to attract and retain key personnel.
  Certain directors of IVN are directors or officers of, or have significant shareholdings, in
other mineral resource companies and there is the potential that such directors will encounter
conflicts of interest with IVN.




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##### 



23 
 DESCRIPTION OF THE BUSINESS
 
 Overview
  Qualified Persons
  Relationship toProperty
    
    Qualified Person
    
    CorporationOyu Tolgoi Project
    
    Charles P. N. Forster
    
    EmployeeNariin Sukhait Project
    
    Steven Kerr (Norwest Corporation)
    
    Independent Consultant
 
 Oyu Tolgoi Copper and Gold Project, Mongolia
 Project Description and Location




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24   Environment
   Accessibility, Climate, Local Resources and Physiography




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25       History




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##### 



26       Geology and Mineralization




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##### 



27      Southern Oyu Deposits




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28      Hugo Dummett Deposits




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29




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30  Exploration
           31
  Drilling
      Sampling, Analysis and Security




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32        Mineral Reserves and Resources




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33 
    
    in respect of the Hugo South Deposit, a mineral resource estimate for the Hugo Dummett
Deposits reported in a Technical Report prepared by AMEC in June, 2004 . Stephen
Juras, a qualified person for the purposes of NI 43-101, prepared the report on behalf of
AMEC;
    
    in respect of the Southern Oyu Deposits and the Hugo North Deposit, a mineral resource
estimate for the Southern Oyu Deposits and Hugo North Deposits, and including a
re-tabulation of resources on Hugo South due to a revised definition of the boundary
separating the Hugo North and Hugo South Deposits, estimated in May 2005 by AMEC and
reported in the May 2005 AMEC Report. Stephen Juras, a qualified person for the purposes of
NI 43-101, prepared the report on behalf of AMEC;
    
    in respect of the Hugo North Extension and a portion of the Hugo North Deposit, a
mineral resource estimate reporting additional inferred resources on the northern portion
of the Hugo North Deposit and on the Hugo North Extension, and including a re-tabulation of
resources on the Southern Oyu Deposits using higher assumed metal prices of $1.15 per pound
copper and $450 per ounce gold, estimated in January 2006 by AMEC and reported in the 2006
AMEC Resource Report. Steven Blower, a qualified person for the purposes of NI 43-101,
prepared the report on behalf of AMEC; and
    
    a mineral reserve estimate for the Southern Oyu Deposits calculated in January 2006 by
GRD Minproc and reported in the GRD Minproc Report. Bernard Peters and Dean David of GRD
Minproc, Steven Blower of AMEC and Allan Haines of Steffan Robertson Kirsten (Australiasia)
Pty Ltd., all qualified persons within the meaning of NI 43-101, prepared the report on
behalf of GRD Minproc.
 Oyu Tolgoi Project Mineral Resources
  Total Oyu Tolgoi Project Resources (1)(2)  (based on a 0.60% copper equivalent cut-off)
 CuEq
    
    Contained Metal(3)Resource
    
    
    
    
    
    Cu
    
    Au
    
    (3)
    
    Cu
    
    
    
    
    
    CuEq(4)Category
    
    Tonnes
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lbs)
    
    Au (ounces)
    
    (000 lbs)Measured
    
    
    101,590,000
    
    
    
    0.64
    
    
    
    1.10
    
    
    
    1.34
    
    
    
    1,430,000
    
    
    
    3,590,000
    
    
    
    3,000,000Indicated
    
    
    1,046,970,000
    
    
    
    1.34
    
    
    
    0.42
    
    
    
    1.60
    
    
    
    30,800,000
    
    
    
    14,060,000
    
    
    
    36,950,000Measured + Indicated
    
    
    1,148,560,000
    
    
    
    1.27
    
    
    
    0.48
    
    
    
    1.58
    
    
    
    32,230,000
    
    
    
    17,650,000
    
    
    
    39,950,000Inferred
    
    
    1,250,550,000
    
    
    
    1.04
    
    
    
    0.24
    
    
    
    1.20
    
    
    
    28,750,000
    
    
    
    9,880,000
    
    
    
    33,070,000
  
 (1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study. This chart does not
include estimated resources on the Hugo North Extension Deposits located on the Shivee
Tolgoi Property, which property is owned by Entrée but subject to earn-in rights by IVN. In
the 2006 AMEC Resource Report, AMEC reported inferred resources of 190,160,000 tonnes
grading 1.57% copper and 0.53 g/t gold at a 0.6% cut-off grade on the Hugo North Extension.




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##### 



34 
 (2)
    
    IVN reports Mineral Resources inclusive of Mineral Reserves.(3)
    
    CuEq has been calculated using assumed metal prices ($0.80/lb. for copper and
U.S.$350/oz for gold); %CuEq. = % Cu + Au (g/t) x (11.25/17.64).(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.
 ®
  Southern Oyu Resources




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35 Southern Oyu Deposits  Mineral Resources at 0.3% copper equivalent cut-off (1)(2)
 CuEq
    
    Contained Metal(4)Resource
    
    
    
    
    
    Cu
    
    Au
    
    (3)
    
    CuCategory
    
    Tonnes
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lbs)
    
    Au (ounces)Measured
    
    
    126,690,000
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1.17
    
    
    
    1,620,000
    
    
    
    3,790,000Indicated
    
    
    992,400,000
    
    
    
    0.47
    
    
    
    0.27
    
    
    
    0.64
    
    
    
    10,280,000
    
    
    
    8,620,000Measured + Indicated
    
    
    1,119,100,000
    
    
    
    0.48
    
    
    
    0.35
    
    
    
    0.70
    
    
    
    11,840,000
    
    
    
    12,590,000Inferred
    
    
    266,820,000
    
    
    
    0.34
    
    
    
    0.23
    
    
    
    0.48
    
    
    
    2,000,000
    
    
    
    1,970,000
 
  (1)
    
    Mineral resources are not mineral reserves until they have demonstrated economic
viability based on a feasibility study or pre-feasibility study.(2)
    
    IVN reports Mineral Resources inclusive of Mineral Reserves(3)
    
    CuEq has been calculated using assumed metal prices ($1.15/lb. for copper and
U.S.$450/oz for gold); %CuEq. = % Cu + Au (g/t) x (11.25/17.64).(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




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##### 



36   Hugo North Deposit  Mineral Resources (1)  (Indicated)
 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)(CuEq(2)%)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lb)
    
    (oz)>=3.00
    
    
    155,910,000
    
    
    
    4.09
    
    
    
    3.55
    
    
    
    0.85
    
    
    
    12,190,000
    
    
    
    4,270,000>=2.00
    
    
    241,420,000
    
    
    
    3.52
    
    
    
    3.06
    
    
    
    0.72
    
    
    
    16,270,000
    
    
    
    5,620,000>=1.00
    
    
    470,000,000
    
    
    
    2.49
    
    
    
    2.18
    
    
    
    0.48
    
    
    
    22,630,000
    
    
    
    7,210,000>=0.60
    
    
    581,330,000
    
    
    
    2.17
    
    
    
    1.91
    
    
    
    0.41
    
    
    
    24,440,000
    
    
    
    7,620,000
 Hugo North Deposit  Mineral Resources (1)  (Inferred)
 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)(CuEq(2)%)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lb)
    
    (oz)>=3.00
    
    
    24,270,000
    
    
    
    3.70
    
    
    
    3.08
    
    
    
    0.97
    
    
    
    1,650,000
    
    
    
    760,000>=2.00
    
    
    79,620,000
    
    
    
    2.80
    
    
    
    2.21
    
    
    
    0.93
    
    
    
    3,880,000
    
    
    
    2,390,000>=1.00
    
    
    443,060,000
    
    
    
    1.59
    
    
    
    1.32
    
    
    
    0.43
    
    
    
    12,870,000
    
    
    
    6,070,000>=0.60
    
    
    671,720,000
    
    
    
    1.33
    
    
    
    1.11
    
    
    
    0.34
    
    
    
    16,450,000
    
    
    
    7,320,000




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37 Hugo South Deposit  Mineral Resources (1)  (Inferred)
 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)(CuEq(2) %)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lbs)
    
    (oz)>=3.00
    
    
    11,950,000
    
    
    
    3.51
    
    
    
    3.38
    
    
    
    0.21
    
    
    
    890,000
    
    
    
    80,000>=2.00
    
    
    38,900,000
    
    
    
    2.77
    
    
    
    2.67
    
    
    
    0.15
    
    
    
    2,290,000
    
    
    
    190,000>=1.00
    
    
    203,590,000
    
    
    
    1.59
    
    
    
    1.53
    
    
    
    0.09
    
    
    
    6,860,000
    
    
    
    590,000>=0.60
    
    
    490,330,000
    
    
    
    1.11
    
    
    
    1.05
    
    
    
    0.09
    
    
    
    11,380,000
    
    
    
    1,390,000
 Hugo North Extension (Shivee Tolgoi)  Mineral Resources (1)  (Inferred)
 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)(CuEq(2)%)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lb)
    
    (oz)>=3.00
    
    
    37,630,000
    
    
    
    4.18
    
    
    
    3.40
    
    
    
    1.23
    
    
    
    2,820,000
    
    
    
    1,480,000>=2.00
    
    
    64,060,000
    
    
    
    3.48
    
    
    
    2.78
    
    
    
    1.10
    
    
    
    3,920,000
    
    
    
    2,270,000>=1.00
    
    
    131,230,000
    
    
    
    2.42
    
    
    
    1.97
    
    
    
    0.72
    
    
    
    5,690,000
    
    
    
    3,020,000>=0.60
    
    
    190,160,000
    
    
    
    1.91
    
    
    
    1.57
    
    
    
    0.53
    
    
    
    6,590,000
    
    
    
    3,240,000
 Combined Hugo North and Hugo South Deposits  Mineral Resources (1)  (Indicated and Inferred)
 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)Class
    
    (CuEq(2)%)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lb)
    
    (oz)Indicated
    
    
    >=3.00
    
    
    
    155,910,000
    
    
    
    4.09
    
    
    
    3.55
    
    
    
    0.85
    
    
    
    12,190,000
    
    
    
    4,270,000>=2.00
    
    
    
    241,420,000
    
    
    
    3.52
    
    
    
    3.06
    
    
    
    0.72
    
    
    
    16,270,000
    
    
    
    5,620,000>=1.00
    
    
    
    470,000,000
    
    
    
    2.49
    
    
    
    2.18
    
    
    
    0.48
    
    
    
    22,630,000
    
    
    
    7,210,000>=0.60
    
    
    
    581,330,000
    
    
    
    2.17
    
    
    
    1.91
    
    
    
    0.41
    
    
    
    24,440,000
    
    
    
    7,620,000




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##### 



38 Cutoff Grade
    
    Tonnes
    
    CuEq(2)
    
    Cu
    
    Au
    
    Cu(3)
    
    Au(3)Class
    
    (CuEq(2) %)
    
    (t)
    
    (%)
    
    (%)
    
    (g/t)
    
    (000's lb)
    
    (oz)Inferred
    
    
    >=3.00
    
    
    
    36,220,000
    
    
    
    3.64
    
    
    
    3.18
    
    
    
    0.72
    
    
    
    2,540,000
    
    
    
    840,000>=2.00
    
    
    
    118,520,000
    
    
    
    2.79
    
    
    
    2.36
    
    
    
    0.67
    
    
    
    6,170,000
    
    
    
    2,580,000>=1.00
    
    
    
    646,650,000
    
    
    
    1.59
    
    
    
    1.39
    
    
    
    0.32
    
    
    
    19,730,000
    
    
    
    6,660,000>=0.60
    
    
    
    1,162,050,000
    
    
    
    1.24
    
    
    
    1.08
    
    
    
    0.23
    
    
    
    27,830,000
    
    
    
    8,710,000
 
  (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 ($0.80/lb. for copper and
U.S.$350/oz for gold); %CuEq. = % Cu + Au (g/t) x (11.25/17.64).(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.
 Southern Oyu Mineral Reserves
  Southern Oyu Mineral Reserves  January 2006
 CuEq
    
    Recovered
    
    RecoveredOre
    
    NSR
    
    Copper
    
    Gold
    
    Grade
    
    Copper
    
    GoldClass
    
    (tonnes)
    
    $/t
    
    (%)
    
    (g/t )
    
    (%)
    
    (000 lbs)
    
    (ounces)Proven
    
    
    127,000,000
    
    
    
    15.91
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1.18
    
    
    
    1,451,000
    
    
    
    2,833,000Probable
    
    
    803,000,000
    
    
    
    7.96
    
    
    
    0.48
    
    
    
    0.27
    
    
    
    0.66
    
    
    
    7,431,000
    
    
    
    4,768,000Total
    
    
    930,000,000
    
    
    
    9.05
    
    
    
    0.50
    
    
    
    0.36
    
    
    
    0.73
    
    
    
    8,882,000
    
    
    
    7,601,000




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39   Mineral Processing and Metallurgical Testing




---



##### 



40    Integrated Development Plan




---



##### 



41  Mine Plan




---



##### 



42   Financial Modelling
    Planning Assumptions
  :
 
    
    the Stability Agreement;
    
    a reliable electrical power supply;
    
    value added tax and import duty payments on materials and equipment;
    
    a location on the Chinese mainline rail system for concentrate transfer from
trucks loaded at Oyu Tolgoi;




---



##### 



43 
    
    completion of environmental assessment and the development of an environmental
monitoring program; and
    
    authorization for use of identified water supplies.
     Development to Date




---



##### 



44      
 
 Nariin Sukhait Coal Project, Mongolia
 Project Description and Location
 ¡ ¡
 2




---



##### 



45 2
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
    2




---



##### 



46    History
    Geology
 Regional Setting




---



##### 



47     Coal Occurrences




---



##### 



48  Property Geology
  South-East Field
   West Field
  Mineralization
 South-East Field




---



##### 



South-East Field
 Coal Seam True Thickness
 Western Portion
 Composite In-
    
    
    CompositeComposite Seam
    
    
    Sub-Seam
    
    
    Composite Coal
    
    
    Seam Partings
    
    
    SeamSeam
    
    Statistics
    
    Thickness (m)
    
    
    Thickness(m)
    
    
    Thickness (m)
    
    
    (m)
    
    
    Interburden (m)Minimum
    
    
    0.9
    
    
    
    0.9
    
    
    
    0.9
    
    
    
    0.00
    
    
    
    0.005
    
    Maximum
    
    
    87.4
    
    
    
    87.4
    
    
    
    84.4
    
    
    
    2.6
    
    
    
    0.00Average
    
    
    38.2
    
    
    
    38.2
    
    
    
    37.7
    
    
    
    0.5
    
    
    
    0.00Intervals
    
    
    30
    
    
    
    30
    
    
    
    30
    
    
    
    30
    
    
    
    30
 Eastern Portion
 Composite In-
    
    
    CompositeComposite Seam
    
    
    Sub-Seam
    
    
    Composite Coal
    
    
    Seam Partings
    
    
    SeamSeam
    
    Statistics
    
    Thickness (m)
    
    
    Thickness(m)
    
    
    Thickness (m)
    
    
    (m)
    
    
    Interburden (m)Minimum
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.00
    
    
    
    0.005
    
    Maximum
    
    
    129.0
    
    
    
    111.6
    
    
    
    104.2
    
    
    
    13.0
    
    
    
    97.9Average
    
    
    51.1
    
    
    
    33.7
    
    
    
    30.7
    
    
    
    1.8
    
    
    
    17.4Intervals
    
    
    75
    
    
    
    75
    
    
    
    75
    
    
    
    75
    
    
    
    75
 West Field




---



##### 



West Field
Coal Seam True Thickness
 Southeast Limb
 Composite In-
    
    
    CompositeComposite Seam
    
    
    Sub-Seam
    
    
    Composite Coal
    
    
    Seam Partings
    
    
    SeamSeam
    
    Statistics
    
    Thickness (m)
    
    
    Thickness(m)
    
    
    Thickness (m)
    
    
    (m)
    
    
    Interburden (m)4
    
    Minimum
    
    
    3.8
    
    
    
    3.8
    
    
    
    3.8
    
    
    
    0.0
    
    
    
    0.0Maximum
    
    
    9.1
    
    
    
    9.1
    
    
    
    9.1
    
    
    
    0.0
    
    
    
    0.0Average
    
    
    6.2
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    0.0
    
    
    
    0.0Intervals
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4Minimum
    
    
    11.5
    
    
    
    11.5
    
    
    
    11.5
    
    
    
    0.0
    
    
    
    0.05
    
    Maximum
    
    
    69.4
    
    
    
    69.4
    
    
    
    69.4
    
    
    
    1.1
    
    
    
    0.0Average
    
    
    36.4
    
    
    
    36.4
    
    
    
    36.4
    
    
    
    0.1
    
    
    
    0.0Intervals
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12Minimum
    
    
    3.4
    
    
    
    3.4
    
    
    
    3.4
    
    
    
    0.0
    
    
    
    0.06
    
    Maximum
    
    
    23.3
    
    
    
    16.1
    
    
    
    15.2
    
    
    
    0.9
    
    
    
    11.1Average
    
    
    12.5
    
    
    
    9.6
    
    
    
    9.5
    
    
    
    0.1
    
    
    
    2.9Intervals
    
    
    7
    
    
    
    7
    
    
    
    7
    
    
    
    7
    
    
    
    7Minimum
    
    
    54.3
    
    
    
    28.9
    
    
    
    28.9
    
    
    
    0.0
    
    
    
    25.37
    
    Maximum
    
    
    64.5
    
    
    
    30.3
    
    
    
    30.3
    
    
    
    0.0
    
    
    
    34.2Average
    
    
    59.4
    
    
    
    29.6
    
    
    
    29.6
    
    
    
    0.0
    
    
    
    29.7Intervals
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2Minimum
    
    
    2.7
    
    
    
    2.7
    
    
    
    2.7
    
    
    
    0.0
    
    
    
    0.08
    
    Maximum
    
    
    33.8
    
    
    
    7.8
    
    
    
    7.8
    
    
    
    0.0
    
    
    
    26.0Average
    
    
    7.4
    
    
    
    5.1
    
    
    
    5.1
    
    
    
    0.0
    
    
    
    2.3Intervals
    
    
    18
    
    
    
    18
    
    
    
    18
    
    
    
    18
    
    
    
    18Minimum
    
    
    1.9
    
    
    
    1.9
    
    
    
    1.9
    
    
    
    0.0
    
    
    
    0.09
    
    Maximum
    
    
    60.1
    
    
    
    33.5
    
    
    
    33.5
    
    
    
    0.5
    
    
    
    39.8Average
    
    
    34.2
    
    
    
    17.0
    
    
    
    16.9
    
    
    
    0.0
    
    
    
    17.2Intervals
    
    
    28
    
    
    
    28
    
    
    
    28
    
    
    
    28
    
    
    
    28Minimum
    
    
    7.8
    
    
    
    3.5
    
    
    
    3.5
    
    
    
    0.0
    
    
    
    0.610
    
    Maximum
    
    
    41.9
    
    
    
    18.6
    
    
    
    18.6
    
    
    
    1.2
    
    
    
    35.8Average
    
    
    25.3
    
    
    
    10.1
    
    
    
    9.9
    
    
    
    0.2
    
    
    
    15.2Intervals
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20




---



##### 



Northwest Limb
 Composite In-
    
    
    CompositeComposite Seam
    
    
    Sub-Seam
    
    
    Composite Coal
    
    
    Seam Partings
    
    
    SeamSeam
    
    Statistics
    
    Thickness (m)
    
    
    Thickness(m)
    
    
    Thickness (m)
    
    
    (m)
    
    
    Interburden (m)Minimum
    
    
    1.5
    
    
    
    1.4
    
    
    
    1.4
    
    
    
    0.0
    
    
    
    0.07
    
    Maximum
    
    
    155.6
    
    
    
    99.0
    
    
    
    90.1
    
    
    
    8.9
    
    
    
    87.6Average
    
    
    68.5
    
    
    
    30.7
    
    
    
    27.9
    
    
    
    2.8
    
    
    
    37.8Intervals
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20Minimum
    
    
    1.1
    
    
    
    1.1
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    55.98
    
    Maximum
    
    
    8.3
    
    
    
    7.8
    
    
    
    0.6
    
    
    
    0.8
    
    
    
    232.7Average
    
    
    3.3
    
    
    
    3.3
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    121.0Intervals
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20Minimum
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.0
    
    
    
    0.09
    
    Maximum
    
    
    80.7
    
    
    
    49.2
    
    
    
    47.9
    
    
    
    4.5
    
    
    
    56.4Average
    
    
    35.6
    
    
    
    22.1
    
    
    
    21.5
    
    
    
    0.6
    
    
    
    13.6Intervals
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20
    
    
    
    20
 Exploration
   Drilling




---



##### 



Sampling and Analysis
 Sampling Method and Approach




---



##### 



Sample Preparation, Analyses and Security
  Core Drilling Samples
   
    
    Coal samples were broken out based on lithologic changes. In zones of uniform coal
appearance, samples were bagged about every 0.60 m as per the capacity of the core
boxes.
    
    In-seam partings, to a maximum thickness of 0.10 m, will be included in a coal
sample, where the thickness of the adjacent coal beds above and below the parting are
both a minimum of twice the parting thickness.
    
    A parting will be sampled separately if it is greater than 0.05 m thick,
carbonaceous shale, bone or interbedded coal/mudstone and deemed to be greater than 50%
coal.




---



##### 



Reverse Circulation Samples
   Data Verification
    Mineral Processing and Metallurgical Testing
  
    
    Proximate Analysis:Determination of moisture, ash, volatile matter and fixed carbon in
a sample. The fixed carbon is determined by difference and the four components total 100%.
    
    Sulphur:Determination of the percent sulphur in a sample. Coal seams at Nariin Sukhait
have low sulphur contents averaging approximately 1.0%.
    
    Thermal Value:A measure of the heat producing capability of coal measured in Kcal/kg or
BTU/lb. Thermal content for coals at Nariin Sukhait (as-received basis) range from
approximately 5,800 to 7,000 Kcal/kg.
    
    Washability Tests:A series of tests to determine the proximate and thermal qualities of
coal after being washed at set specific gravities to remove ash, sulphur, and non-coal
constituents. Tests are




---



##### 



designed to simulate preparation plant throughput at set specific
gravities to determine expected yields and quality of a saleable product.
    
    Metallurgical Testing:A series of tests to evaluate the coking characteristics of coal.
Tests include the Gieseler Plastometer, Audibert  Arnu Dilatometer, Reactive Maceral
Analysis, Phosphorous content (P%), and Free Swelling Index (FSI).
 Raw Coal Quality
     Washability and Metallurgical Testing




---



##### 



Mineral Resource Estimates
 Approach
 ®
 Geologic Modeling Parameters
  Coal Resource Estimation




---



##### 



2
 In-Place Coal Resources
As of October 30, 2005
 In-Place Resources(Tonnes)Area
    
    ASTM Group
    
    
    Measured
    
    
    Indicated
    
    
    InferredHigh VolatileSouth-East Field
    
    Bituminous
    
    
    38,822,000
    
    
    
    13,828,000
    
    
    
    12,412,000West Field
    
    
    
    
    
    
    40,663,000
    
    
    
    30,677,000
    
    
    
    21,346,000Total
    
    
    
    
    
    123,990,000
    
    
    33,758,000
 Quantification Parameters
 
    
    Minimum seam thickness: 0.6m
    
    Maximum rock parting included: 0.6m
    
    Weathered Zone Exclusion: 5.0m (topography minus 5m)
    
    Assurance of Existence (Distance Between Data Points)
 
 
    
    Maximum Depth: 250m or less than 20:1 ratio
 South-East Field Resources
 2




---



##### 



West Field Resources
 2 2 2
 Exploration and Development
  
    
    Acquisition of geotechnical and hydrologic data for mine planning purposes.
    
    Identify and delineate potential coal resources in the upper subseams of the No. 5 Seam
south and southwest of the main seam in the western portion of the South-East Field.
    
    Complete additional mapping, trenching, and drilling in the West Field to gain a better
understanding of the structural setting of the northwest limb of the antiform.
    
    Collect large-scale bulk samples of No. 5 Seam coal from the West Field for advanced
metallurgical testing to be conducted in both North America and in China.
    
    Collect additional coal quality data from core drilling in both resource areas to
further characterize the coal resources.
  
 Other Projects
 
 Monywa Copper Project




---



##### 








---



##### 



Mongolia




---



##### 



2




---



##### 



China
 Yahao Joint Venture
 2
    Oblaga Joint Venture




---



##### 



Kazakhstan
    2




---



##### 



Australia
 2




---



##### 



2
 
 Equity Investments




---



##### 



Company
    
    Number of Shares
    
    Value(US$)Asia Gold Corp.
    
    
    7,469,201
    
    
    $
    7,843,000Entrée Gold Inc.
    
    
    10,435,489
    
    
    $
    15,537,000Jinshan Gold Mines Inc.
    
    
    67,250,060
    
    
    $
    30,673,000Intec Limited
    
    
    54,141,586
    
    
    $
    2,777,000
 Employees
  
 DIVIDENDS
 Yukon Business Corporations Act
 
 DESCRIPTION OF CAPITAL STRUCTURE
 Business Corporations Act
 Common Shares
 Business Corporations Act Business Corporations Act




---



##### 



Preferred Shares
   
 MARKET FOR SECURITIES
    PERIOD
    
    HIGH
    
    LOW
    
    VOLUMEJanuary 2005
    
    
    9.18
    
    
    
    7.75
    
    
    
    12,665,897February 2005
    
    
    8.99
    
    
    
    8.00
    
    
    
    10,057,780March 2005
    
    
    11.27
    
    
    
    8.15
    
    
    
    29,546,736April 2005
    
    
    9.40
    
    
    
    8.01
    
    
    
    13,602,728May 2005
    
    
    9.65
    
    
    
    7.78
    
    
    
    24,598,835June 2005
    
    
    9.70
    
    
    
    8.71
    
    
    
    25,541,734July 2005
    
    
    10.04
    
    
    
    9.02
    
    
    
    11,106,145August 2005
    
    
    9.55
    
    
    
    8.23
    
    
    
    14,192,877September 2005
    
    
    9.90
    
    
    
    8.59
    
    
    
    16,827,999October 2005
    
    
    9.95
    
    
    
    8.50
    
    
    
    20,324,115November 2005
    
    
    9.15
    
    
    
    9.05
    
    
    
    21,311,998December 2005
    
    
    8.94
    
    
    
    8.15
    
    
    
    9,570,112
 
 DIRECTORS AND OFFICERS




---



##### 



Name and Municipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsROBERT M. FRIEDLAND
Hong Kong
    
    Chairman, Director and Chief
Executive Officer
(Director since March 1994)
    
    Chairman of the
Corporation (March
1994 to present);
Chairman and
President, Ivanhoe
Capital Corporation
(a venture capital
company) (1988 to
present)R. EDWARD FLOOD
Idaho, USA
    
    Deputy Chairman and Director
(Director since March 1994)
    
    Deputy Chairman of
the Corporation (May
1999 to present);
Senior Mining
Analyst, Haywood
Securities Inc.
(securities dealer
and investment bank)
(May 1999 to November
2001); President of
the Corporation (1995
to 1999)JOHN MACKEN
Co. Louth,Ireland
    
    Director, President and Chief
Operating Officer
(Director since January 2004)
    
    President of the
Corporation (January
2004 to present);
Senior Vice President
of Freeport McMoran
Copper & Gold (a
mining company) (1996
to 2000)DAVID HUBERMAN
B.C., Canada
    
    Director
(Director since September
2003)
    
    President, Coda
Consulting Corp.
(business consulting
firm) (1993 to
present)JOHN WEATHERALL
Ontario, Canada
    
    Director
(Director since June 1996)
    
    President of
Scarthingmoor Assets
Management Inc. (an
asset management
company) (1996 to
present)KJELD THYGESEN
England
    
    Director
(Director since February 2001)
    
    Managing Director,
Lion Resources
Management
(investment firm and
fund manager) (1989
to present)HON. ROBERT HANSON
England
    
    Director
(Director since February 2001)
    
    Chairman, Hanson
Capital Limited
(investment and
finance company)
(1998 to present);
Chairman, Hanson
Transport Group (1990
to present)DR. MARKUS FABER
Hong Kong
    
    Director
(Director since February 2002)
    
    Managing Director,
Marc Faber Limited
(investment advisory
firm and fund
manager) (1990 to
present)HOWARD BALLOCH
China
    
    Director
(Director since March 2005)
    
    President, The
Balloch Group
(investment and
consulting company)
(July 2001 to
present); President,
China-Canada Business
Council (July 2001 to
present); Canadian
Ambassador to China,
Mongolia and
Democratic Republic
of Korea (April 1996
to July 2001)




---



##### 



Name and Municipality of
    
    
    
    Principal OccupationResidence
    
    Position with Corporation
    
    During Past Five YearsPETER G. MEREDITH
B.C., Canada
    
    Director,
Chief Financial Officer
(Director since March 2005)
    
    Chief Financial
Officer of the
Corporation (June
1999 to November 2001
& May 2004 to
present); Chief
Financial Officer,
Ivanhoe Capital
Corporation (a
venture capital
company) (1996 to
present)DOUGLAS KIRWIN
Queensland, Australia
    
    Executive Vice-President,
Exploration
    
    Executive
Vice-President,
Exploration of the
Corporation
(September 1995 to
present)STEVEN GARCIA
North Carolina, USA
    
    Executive Vice President
    
    Executive Vice
President of the
Corporation (October
2005 to present);
Project Director of
the Corporation (May
2005 to present); CEO
Chamoa Farm, Inc.
2001 to presentPIERRE MASSE
B.C., Canada
    
    Treasurer, Vice President
    
    Treasurer and Vice
President of the
Corporation (May 2004
to present); Chief
Financial Officer of
the Corporation
(November 2001 to May
2004); Controller of
the Corporation
(October 1998 to
November 2001)BEVERLY A. BARTLETT
B.C., Canada
    
    Corporate Secretary
    
    Corporate Secretary
of the Corporation
(June 2001 to
present); Corporate
Secretary, Asia Gold
Corp. (August 2003 to
present); Corporate
Secretary, Jinshan
Gold Mines Inc. (May
2003 to present);
Corporate Secretary,
Ivanhoe Energy Inc.
(oil and gas company)
(June 2001 to
present); Assistant
Secretary, Ivanhoe
Energy Inc. (1999 
2001)
  Shareholdings of Directors and Senior Officers




---



##### 



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




---



##### 



TRANSFER AGENTS AND REGISTRARS
  
 MATERIAL CONTRACTS
   1.
    
    Employment Agreement dated November 1, 2003 between IVN and John Macken. The term of the
agreement commenced on January 1, 2004 and employs Mr. Macken as President of IVN on a
continuous basis in consideration for payment to Mr. Macken of a base salary and benefits.2.
    
    Equity Participation and Earn-in Agreement dated October 15, 2004 between IVN and Entrée Gold
Inc., as amended November 9, 2004. See General Development of the Business  Three Year
History  2004 for further details.3.
    
    Coal Rights Retention Agreement dated July 31, 2003 as amended and restated as of January 31,
2005 between IVN and ASG. Pursuant to this Agreement, IVN retains all right and interest in
all coal and coal related products on a series of MELs that IVN sold to ASG on July 31, 2003.4.
    
    Head Agreement dated February 3, 2005 among IVN, Stemcor, Dominant Holdings AG and Stemcor
Holdings Limited, setting forth the terms and conditions of the sale of the Savage River
Project by the Corporation to Stemcor. See the discussion of the sale of the Savage River
Project in General Development of the Business  Three Year History  2005 for further
details.5.
    
    Share Sale Agreement dated February 3, 2005 between IVN and Stemcor, setting forth the terms
and conditions of the sale of Beviron Pty. Ltd., as parent company of the Savage River Project
operating companies and effecting part of the transactions contemplated in the Head Agreement
described in paragraph 4 above.6.
    
    Share Sale Agreement dated February 3, 2005 between IVN and Dominant Holdings AG, setting
forth the terms and conditions of the sale of Arbutus Holdings Ltd., as the holder of loans
owed by the Savage River Project and effecting part of the transactions contemplated in the
Head Agreement described in paragraph 4 above.7.
    
    Underwriting Agreement dated as of May 24, 2005 among the Corporation and BMO Nesbitt Burns
Inc., GMP Securities Ltd., HSBC Securities (Canada) Inc. and Salman Partners Inc., as
underwriters, pursuant to which the underwriters purchased and sold 19,750,000 Common Shares
at a price of Cdn.$8.00 per Common Share.
 
 INTERESTS OF EXPERTS




---



##### 




    
    AMEC for Technical Reports for the reporting of all mineral resource estimates on
the Oyu Tolgoi Project;
    
    AMEC for a Technical Report summarizing the IDP (with input from certain other
professional consultants and Qualified Persons retained by the Corporation as described
in the report;
    
    GRD Minproc for the reporting of reserves on the Southern Oyu Deposits of the Oyu
Tolgoi Project in the GRD Minproc Report; and
    
    Norwest Corporation for the reporting of resources on the Nariin Sukhait Project in
the Norwest Report
   
 ADDITIONAL INFORMATION
  www.sedar.com




---



##### 



SCHEDULE A
Audit Committee Matters
 Composition of Audit Committee
  Relevant Education and Experience
       Audit Fees




---



##### 



(Canadian $ in 000s)
    
    2005
    
    
    2004Audit Fees (a)
    
    $
    824
    
    
    $
    957Audit Related Fees (b)
    
    $
    196
    
    
    
    10Tax Fees (c)
    
    $
    200
    
    
    
    369All Other Fees
    
    
    
    
    
    
    Total
    
    $
    1,220
    
    
    $
    1,336
 
 a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2005
and 2004 consisted of: 
    
    audit of the Corporations annual statutory financial statements
    
    audit of the statutory financial statements of one of the Corporations subsidiaries
    
    reviews of the Corporations quarterly financial statements
    
    comfort letters, consents, and other services related to Securities and Exchange
Commission and Canadian securities regulatory authorities matters
 
 b)
    
    Fees for audit-related services provided during fiscal 2005 and 2004 consisted
of financial accounting and reporting consultations.c)
    
    Fees for tax services provided during fiscal 2005 and 2004 consisted of tax
compliance, and tax planning and advice. Pre-Approval Policies and Procedures




---



##### 



IVANHOE MINES LTD.
AUDIT COMMITTEE
CHARTER
 I. Purpose
    II. Organization
     III. Meetings




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IV. Authority and Responsibilities
   (a) Auditors
 1.
    
    Recommend to the Board the independent auditors to be nominated for appointment as Auditors
of IVN at IVN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 Auditors, 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 Auditors audit plan and discuss the Auditors scope, staffing, materiality, and
general audit approach.4.
    
    Review on an annual basis the performance of the Auditors, including the lead audit partner.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 IVN;




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(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
IVN, 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 IVN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 Information11.
    
    Review and discuss with management, the financial and accounting officer(s) and the Auditors,
IVN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 IVNs audited financial statements be included in IVN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,
IVNs interim financial statements, including managements discussion and analysis, and the
Auditors review of interim financial statements, prior to filing or distribution of such
statements.13.
    
    Review any earnings press releases of IVN before IVN publicly discloses this information.14.
    
    Be satisfied that adequate procedures are in place for the review of IVNs disclosure of
financial information and extracted or derived from IVNs financial statements and
periodically assess the adequacy of these procedures.15.
    
    Discuss with the Auditors the matters required to be discussed by applicable auditing
standards requirements relating to the conduct of the audit including:




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(a)
    
    the adoption of, or changes to, IVNs significant auditing and accounting
principles and practices;(b)
    
    the management letter provided by the Auditors and IVN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 IVNs financial statements, including any significant changes in IVN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
IVNs annual proxy statement.(c)
    
    Ongoing Reviews and Discussions with Management and Others18.
    
    Obtain and review an annual report from management relating to the accounting principles used
in the preparation of IVN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 IVNs accounting principles and financial disclosure
practices as applied in its financial reporting and (b) the completeness and accuracy of IVNs
financial statements.21.
    
    Consider and approve, if appropriate, significant changes to IVN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 IVNs independent counsel, as
appropriate, any legal, regulatory or compliance matters that could have a significant impact
on IVNs financial statements, including applicable changes in accounting standards or rules,
or compliance with applicable laws and regulations, inquiries received from regulators or
government agencies and any pending material litigation.23.
    
    Enquire of IVN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 IVN.




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24.
    
    Review the principal control risks to the business of IVN, 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 IVN 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 IVNs major risk exposures and the steps management has
taken to monitor, control and manage such exposures, including IVNs risk assessment and risk
management guidelines and policies.(d)
    
    Risk Management and Internal Controls28.
    
    Review, based upon the recommendation of the Auditors and management, the scope and plan of
the work to be done by IVN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 systems30.
    
    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 IVNs internal
control structure and procedures designed to insure compliance with laws and regulations, and
discuss the responsibilities, budget and staffing needs of IVNs financial and accounting
group.32.
    
    Establish procedures for (a) the receipt, retention and treatment of complaints received by
IVN regarding accounting, internal accounting controls or auditing matters and (b) the
confidential, anonymous submission by employees of IVN 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 IVN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.(e)
    
    Other Responsibilities35.
    
    Create an agenda for the ensuing year and confirm a timetable for the Audit Committee for the
ensuing year.




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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 IVN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
IVNs Auditors.39.
    
    Review and reassess the duties and responsibilities set out in this Charter annually and
recommend to the Nominating and Corporate Governance 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, IVN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