EXHIBIT 19.1

REPORT ON THE OYU TOLGOI
EXPLORATION PROJECT
SOUTH GOBI REGION, MONGOLIA
PREPARED FOR
IVANHOE MINES LTD.

Author:-
D. George Cargill, Ph.D., P.Eng.
Consulting Geological Engineer

                                                                JANUARY 11, 2002
                                                                      [RPA LOGO]
                                                   ROSCOE POSTLE ASSOCIATES INC.
                                                               TORONTO, ONTARIO.
                                                                 VANCOUVER, B.C.



ROSCOE POSTLE ASSOCIATES INC.

TABLE OF CONTENTS



                                                                 PAGE
                                                                 ----
                                                              
SUMMARY........................................................    1
    PROPERTY AND AGREEMENTS....................................    1
    ACCESS, INFRASTRUCTURE AND CLIMATE.........................    2
    GEOLOGICAL SETTING.........................................    3
    MINERALIZATION.............................................    3
    EXPLORATION WORK AND RESULTS...............................    4
    MINERAL RESOURCE ESTIMATES.................................    6
    PRELIMINARY METALLURGICAL TESTING..........................    7
    EXPLORATION POTENTIAL......................................    8
    CONCLUSIONS................................................    9
    RECOMMENDATIONS............................................   10
INTRODUCTION...................................................   11
TERMS OF REFERENCE.............................................   12
QUALIFICATIONS.................................................   13
CONDITIONS AND LIMITATIONS.....................................   14
PROPERTY DESCRIPTION, LOCATION AND AGREEMENTS..................   14
ACCESSIBILITY, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES,
 INFRASTRUCTURE................................................   18
EXPLORATION IN MONGOLIA........................................   20
GEOLOGICAL SETTING.............................................   22
     REGIONAL GEOLOGY..........................................   22
     PROPERTY AND LOCAL GEOLOGY................................   23
     ALTERATION................................................   24
MINERALIZATION.................................................   25
     GENERAL DEPOSIT TYPES.....................................   25
         SUPERGENE.............................................   25
         HYPOGENE..............................................   27
     OYU TOLGOI MINERALIZATION.................................   30
         SOUTH OYU.............................................   30
         CENTRAL OYU...........................................   30
         NORTH OYU.............................................   31
EXPLORATION WORK AND RESULTS...................................   31
     HISTORY...................................................   31


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    IVANHOE EXPLORATION APPROACH..............................    33
    IP SURVEYS................................................    35
    RESULTS TO DATE...........................................    36
        SOUTHWEST OYU.........................................    36
        SOUTHWEST OYU ZONE - SOUTHERN EXTENSION...............    39
        SOUTH OYU.............................................    39
        CENTRAL OYU...........................................    39
        OTHER TARGETS.........................................    40
    SAMPLING, ASSAYS AND DATA VERIFICATION....................    40
MINERAL RESOURCE ESTIMATES....................................    41
    CENTRAL OYU MINTERAL RESOURCE ESTIMATE....................    41
    SOUTHWEST OYU MINERAL RESOURCE ESTIMATE...................    43
    1999 BHP ESTIMATE.........................................    44
EXPLORATION POTENTIAL.........................................    44
PRELIMINARY METALLURGICAL TESTING.............................    46
CONCLUSIONS...................................................    52
RECOMMENDATIONS...............................................    53
        DELINEATION DRILLING..................................    53
        EXPLORATION DRILLING..................................    53
        DRILLING SUMMARY......................................    54
SOURCES OF INFORMATION........................................    56
SIGNATURE PAGE
CERTIFICATE OF QUALIFICATIONS


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LIST OF TABLES



                                                                                    PAGE
                                                                              
Table 1.    Tabulation of Exploration Licenses                                           16
Table 2.    Selected Characteristics of Gold-Rich Porphyry Copper Deposits               26
Tables 3, 4, 5                                                                   Appendix 5
Table 6.    Expenditures in US$ from Inception to December 31, 2001                      31
Table 7.    Southwest Oyu "Discovery Zone" Summary of Significant Intercepts             36
Table 8.    BHP's Preliminary Tonnage and Grade Estimate (after Kirwin, 1999)            39
Table 9     Ivanhoe's Preliminary Tonnage and Grade Estimate
             (after Forster , 2001)                                                      40
Table 10.   Samples For Metallurgical Testing (after Lake, 2001)                         46
Table 11.   Lakefield Head Assays (after Anon, 2001)                                     46
Table 12.   Copper Bearing and Pyrite Mineralogy (after Sarbutt, 2001)                   46
Table 13.   Lakefield Cleaner Flotation Results (After Sarbutt, 2001)                    47
Table 14.   Summary of Planned Drilling                                                  51


LIST OF FIGURES



                                                                          PAGE
                                                                     
Figure 1. Location Map                                                  Appendix 1
Figure 2. Property Map                                                  Appendix 1
Figure 3. Tectonics and Selected Deposits                               Appendix 1
Figure 4. Summary Diagram of Techno-Stratigraphic, Magmatic,
             and Mineralization History of the South Gobi Region        Appendix 1
Figure 5. Regional and District Geology                                 Appendix 1
Figure 6. Property Bedrock Geology                                      Appendix 1
Figure 7. Generalized Cross Section of a Weathered Porphyry Copper
             System                                                     Appendix 1
Figure 8. Gold and Copper Content and Tonnages of Principal Gold Rich
             Porphyry Copper Deposits.                                  Appendix 1
Figure 9. Generalized Section Showing Intrusive and Alteration
             Relationships Around Gold Rich Porphyry Copper Deposits    Appendix 1
Figure 10. Exploration Data from Different Levels in the System         Appendix 1
Figure 11. Cross Section at Oyu Tolgoi Central Zone Supergene Blanket   Appendix 1
Figure 12. Oyu Tolgoi IP Plot Chargeability in 2 mv/v Contours          Appendix 1
Figure 13. Oyu Tolgoi South Drill Hole and IP Chargeability Map         Appendix 1
Figure 14. Surface Plan, Southwest Oyu Zone                             Appendix 1
Figure 15  Geological Section, NE to SW, Southwest Oyu Zone             Appendix 1
Figure 16. Geological Section, NW to SE, Southwest Oyu Zone             Appendix 1


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LIST OF APPENDICES

APPENDIX 1 FIGURES

Figure 1.  Location Map
Figure 2.  Property Map
Figure 3.  Tectonics and Selected Deposits
Figure 4.  Summary Diagram of Techno-Stratigraphic, Magmatic,
             and Mineralization History of the South Gobi Region
Figure 5.  Regional and District Geology
Figure 6.  Property Bedrock Geology
Figure 7.  Generalized Cross Section of a Weathered Porphyry Copper System
Figure 8.  Gold and Copper Content and Tonnages of Principal Gold Rich
             Porphyry Copper Deposits
Figure 9.  Generalized Section Showing Intrusive and Alteration Relationships
             Around Gold Rich Porphyry Copper Deposits
Figure 10. Exploration Data from Different Levels in the System
Figure 11. Cross Section at Oyu Tolgoi Central Zone Supergene Blanket
Figure 12. Oyu Tolgoi IP Plot Chargeability in 2 mv/v Contours
Figure 13. Oyu Tolgoi South Drill Hole and IP Chargeability Map
Figure 14. Surface Plan, Southwest Oyu Zone
Figure 15. Geological Section, NE to SW, Southwest Oyu Zone
Figure 16. Geological Section, NW to SE, Southwest Oyu Zone

APPENDIX 2 ASSAY PROTOCOLS FOR ANALABS MONGOLIA

APPENDIX 3 DOCUMENTS RELATING TO TITLE

   1  BHP Ivanhoe Agreement May 5, 2000.

   2  Original Certificate of Mineral Exploration #210, BHP Minerals
      International EMI (Amended for renewal to 2004).

   3  Three certificates of Mineral Exploration for the Modified Mineral
      Concession (Amended for Renewal to 2004).
          a.  66x1 2001-09-20
          b.  66x2 2001-09-21
          c.  66x3 2001-09-20

   4  Certificate of New Mineral Exploration License 3677 X, Jaukhlant Uul.

   5  Summary of Mongolian Mining Law, Canning Management Property Ltd.; October
      1999.

   6  Lynch Idesh & Mahoney, Legal Opinion of Exploration Licenses, October 22,
      2001 (Mongolian Properties Title Report).

   7  Central Oyu Boundary, Letter October 1, 2001 Ivanhoe - BHP.

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   8  Lynch Idesh & Mahoney, Supplement to "Mongolia Properties Title Report 22;
      October, 2001"; February 5, 2002.

   9  Lynch Idesh & Mahoney, Supplement to "Mongolia Properties Title Report
      dated 22 October 2001"; Water and Surface Rights; February 21, 2002.

APPENDIX 4 SAMPLING, ASSAYS AND VERIFICATION

     INTRODUCTION
     SAMPLING METHOD AND APPROACH
         Table 4.1   Assays From Hole OTRCD 150
     SAMPLE PREPARATION, ANALYSES AND SECURITY
     DATA VERIFICATION
         RPA Samples and Assays
         Table 4.2   Comparisons of Specific Gravity
         Table 4.3   Check Assays For Copper
         Table 4.4   Check Assays For Gold
         Table 4.5   Check Assays for Molybdenum
         Table 4.6   32 Element ICP Scan of the Pulp Samples
     REJECTS FROM RC SAMPLES
         Table 4.7   Check Assays of RC Rejects for Copper and Gold
     CHECK ASSAYS ON PULPS BY OTHER LABORATORIES
         First Set of Outside Check Assays
         Second Set of Outside Check Assays
         Third Set of Outside check Assays
         Figure 4.1  Duplicate Assays at Analabs for Copper
         Figure 4.2  Duplicate Assays at Analabs for Gold
         Figure 4.3  First Set of Re-Assays for Cu at Chemex
         Figure 4.4 (a)    First Set of Re-Assays for Au at Chemex
         Figure 4.4 (b)    First Set of Re-Assays for Au at Bondar Clegg
         Figure 4.5        First Set of Re-Assays for Mo at Chemex
         Figure 4.6        Second Set of Re-Assays for Cu at Bondar Clegg
         Figure 4.7        Second Set of Re-Assays for Au at Bondar Clegg
         Figure 4.8        Third Set of Re-Assays for Cu at Bondar Clegg
         Figure 4.9        Third Set of Re-Assays for Au at Bondar Clegg

APPENDIX 5 DRILLING SUMMARY TABLES
     Table 3.      Diamond Drill Holes
     Table 4.      Ivanhoe - 2000 - Reverse Circulation Drill Holes
     Table 5.      Ivanhoe - 2001 - Reverse Circulation and Diamond Drill Holes

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ROSCOE POSTLE ASSOCIATES INC.

SUMMARY

         Roscoe Postle Associates Inc. (RPA) has been requested by Mr. Malcolm
Lake, P.Eng. Technical Director of Ivanhoe Mines Ltd. (Ivanhoe), to prepare a
Technical Report on the Oyu Tolgoi Exploration Licenses (OT Licenses) in
Southern Mongolia. This report is prepared in accordance with National
Instrument 43-101 (NI 43-101). It is based on information gathered during a site
visit, discussion with representatives of Ivanhoe, reports of work on the
license by BHP Minerals International Exploration Inc. (BHP) and on published
reports by Mongolian government geologists.

         The purpose of this report is to provide an independent review of the
ongoing exploration program on the OT Licenses.

         From October 13 to October 23, 2001, RPA's representative, Dr. D.
George Cargill, P.Eng., visited the project site in Mongolia, visited the
Analabs assay laboratory in Ulaanbaatar and reviewed exploration information
from earlier work by BHP and Ivanhoe. RPA found the data collection,
presentation and interpretation by the Ivanhoe geologists to be of the highest
standards and fully in accordance with industry practice.

PROPERTY AND AGREEMENTS

         The property is in the South Gobi region of Mongolia. The Option
Agreement between Ivanhoe and BHP, May 5, 2000, covered Mineral Exploration
License 66 X (MEL 66 X). In September 2000, Ivanhoe in conjunction with BHP made
significant reductions in the area of MEL 66 X resulting in four non contiguous
areas within the original license area. The license number 66 X went with the
package of land covering the Oyu Tolgoi occurrence and the other packages
received the license numbers 66 X-l, 66 X-2, and 66 X-3.

         As of September 10, 2001, Ivanhoe has obtained new MEL 3677 X
(Jaukhlaut Uul) which covers 109,145 ha and includes 59,743 ha within the
original BHP MEL. Land within the boundary of MEL 66 X is part of the
Ivanhoe-BHP Agreement. The status of

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land outside the boundary is under discussion.

         Ivanhoe can earn a 100% interest in the property by expending a minimum
of US$3.0 million by May 2003, paying BHP US$5.0 million and by putting up
US$3.0 million to cover exploration for another three years. BHP will retain a
2% Net Smelter Return Royalty.

         The back-in rights can be exercised by BHP after the identification of
a "Significant Mineral Occurrence" (SMO). If the SMO consists of at least 250
million tonnes of 1.0% Cu in a supergene deposit extractable by solvent
extraction-electrowinning (SX-EW) and acid leaching methods, BHP will then have
the right to re-purchase a 40% interest in the SMO. If the SMO consists of at
least 300 million tonnes of hypogene mineralization grading 1.0 % Cu recoverable
by conventional means, BHP will have the right to repurchase a 60% interest in
the SMO. If the back-in rights are exercised, BHP will have to repay in cash
three times the value of exploration expenditures made by Ivanhoe up to the date
of the back-in. If the SMO is located in the Central Oyu, BHP will also have to
repay the $5.0 million dollars originally paid by Ivanhoe to earn its interest.

ACCESS, INFRASTRUCTURE AND CLIMATE

         The Oyu Tolgoi License is 560 km by road and track south from
Ulaanbaatar and 350 km west of the nearest railway station and large electric
power line. Ivanhoe has constructed a 1,400 m airstrip which allows the property
to be reached by small aircraft. The average elevation is 1,160 m above sea
level and the property has gently undulating topography with less than 50 m of
relief. There are cold winters (" -38EC) and warm summers (" 28EC) and about 129
mm per year of precipitation. The ground cover is described as a "semi-desert
steppe", and the ground surface is used by local herders. Although there have
been no formal studies of the availability of ground water several drill holes
produce water at depths of 5 m to 10 m.

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GEOLOGICAL SETTING

         The property is in the Kazakh Mongol Belt, a mixture of arc and back
arc rocks accreted to southern Mongolia in the early Paleozoic. Much of the Oyu
Tolgoi area is covered by Cretaceous sediments and exposed Siluro-Devonian rocks
are usually basalts and basaltic andesites intruded by feldspar hornblende
porphyries (monzodiorites) which appear to be the mineralizing phase. There is
also a monzonite porphyry with close spatial and temporal relations to the
monzodiorite but which is unmineralized. Post mineral monzonite and syenite
plutons, and rhyolite and andesite dikes cut the bodies of mineralization.

         Most of the Oyu Tolgoi Property area is covered by Cretaceous sediments
and outcrops of Paleozoic rocks are sparse. The three areas of known
mineralization, South Oyu which includes the Southwest Oyu discovery, Central
Oyu and North Oyu, are marked by outcrops. At South Oyu detailed mapping and
diamond drilling allow a preliminary three dimensional picture. The zone was
primarily volcanic rocks intruded by a monzodiorite intrusion which carries the
copper and gold. Mineralization is cut by post ore, rhyolite dikes and monzonite
and syenitic plutons.

         The alteration at South Oyu consists of early magnetite rich K-silicate
alteration cut by a sericite-chlorite assemblage cut by an advanced argillic
alteration assemblage. This pattern is characteristic of a deep level of
alteration. Alteration at Central and Northern Oyu is argillic and advanced
argillic mineralization characteristic of a much higher level in the porphyry
system.

MINERALIZATION

         There are both supergene copper and hypogene copper-gold deposits on
the property. The supergene deposits are similar to the classic supergene
deposits of the southwestern United States. The hypogene copper-gold deposit is
similar to the copper-gold porphyry deposits of the southwest Pacific. Current
information indicates that South Oyu and

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ROSCOE POSTLE ASSOCIATES INC.

Southwest Oyu are hypogene deposits; North Oyu is primarily a hypogene deposit
and Central Oyu is possibly a supergene deposit overlying a zone of hypogene
mineralization. The three areas of known mineralization are North Oyu, Central
Oyu and South Oyu. Alteration and mineralization at South Oyu is primarily
hypogene, while at Central Oyu there is intense supergene alteration
superimposed on the hypogene alteration. The alteration assemblages at South Oyu
and Central Oyu indicate that Central Oyu is at a much higher level (" 1,000 m)
in the porphyry copper system. North Oyu seems to be similar to Central Oyu in
terms of alteration assemblages but lacks extensive supergene alteration.

EXPLORATION WORK AND RESULTS

         In 1995 The Magma Copper Company Ltd. (Magma) began a reconnaissance
program for copper which was continued by BHP in 1996. Oyu Tolgoi was recognized
as a leached cap on a porphyry system. In 1997 BHP acquired the exploration
license and drilled 6 holes (1,000 m). In 1998 BHP drilled 17 more holes (2,800
m). In 1999 BHP, after a detailed review, recommended, but did not carry out
additional work.

         In 2000 Ivanhoe optioned the Oyu Tolgoi License from BHP and drilled
109 reverse circulation (RC) drill holes to delineate a chalcocite blanket at
Central Oyu. This blanket was not large enough for a stand alone operation in
this location.

         In 2001 Ivanhoe started a drilling program comprising RC holes, diamond
drill (DD) holes and diamond drill holes with reverse circulation pre-collars
(RCD) to test supergene and hypogene targets on South Oyu. After making a long
intersection of high grade hypogene copper and gold in OTRCD 150, Ivanhoe paused
the drilling for a number of weeks and carried out induced polarization (IP) and
magnetic surveys over an area 4 km by 3 km which included Oyu North, Central and
South. Ivanhoe has been using the preliminary IP maps which highlighted the high
grade zone intersected in OTRCD 150 as the basis for its ongoing drilling
program. Ivanhoe expanded its diamond drill program and by January 11, 2002
Ivanhoe had completed 23 RC holes for 2,890 m, 3 RCD holes for 1,747 m and 24
diamond drill holes for 13,626.7 m, and drilling is ongoing.

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         Drilling in the South Oyu, Southwest Oyu zone, has established a
dike-like body of syenodiorite porphyry at the centre of a significant zone of
copper, gold and erratic molybdenum mineralization. The mineralization is mostly
in altered mafic volcanics, but some phases of the intrusive are also
mineralized. The zone is cut by closely related but poorly mineralized monzonite
porphyry, and much younger post mineral rhyolite and andesite dikes, and plutons
and dikes of syenite porphyry. The higher grade parts of this zone are created
by the superposition of several stages of mineralization.

         The most significant hypogene mineralization at the present time is
from the "Discovery Zone" in the Southwest Oyu Zone. The best drill results are
listed below.



                  CORE
HOLE NO.       LENGTH (M)      INCLINATION      AUG/T        CU%
- -------------------------------------------------------------------
                                                 
   150             508            -55degrees    1.17         0.81
   160             288            -55degrees    1.68         0.80
   161             358            -55degrees    1.70         0.71
   162             190            -55degrees    1.76         0.75
   166             478            -55degrees    1.38         0.74
   171             100            -55degrees    1.29         0.67
   172             116            -55degrees    2.35         0.88
   173              24            -55degrees    1.32         0.82
   174              74            -55degrees    0.45         0.58
   175             138            -45degrees    0.35         0.45
   176             146            -55degrees    1.49         0.76
   177             192            -55degrees    1.10         0.56
   178             128            -45degrees    1.01         0.59
   179              14            -55degrees    0.32         0.57
   180             208            -55degrees    3.29         1.05
   183             454            -70degrees    1.71         0.92
   184                      Incomplete assays


         Additional hypogene mineralization has been intersected in South Oyu
and in the extensions of Southwest Oyu but they have not yet been systematically
drill tested.

         IP surveys have also produced untested targets for hypogene
mineralization in Central Oyu and at the Far North and Airstrip anomalies.

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ROSCOE POSTLE ASSOCIATES INC.

         Ivanhoe has made a major effort to create a program of uniform core
sampling and logging. They have also instituted programs to get the maximum
amount of information from the core by measuring specific gravity, magnetic
susceptibility, RQD, and fracture orientations on oriented drill cores. As an
initial data verification technique they routinely insert blanks and previously
assayed material into the sample stream. RPA believes that Ivanhoe's approach to
sampling the drill core is consistent with industry standards.

         RPA collected and independently assayed samples of drill core at the
site which yielded similar results to those reported by Ivanhoe. RPA also
obtained rejects of RC drilling which yielded assays similar to those obtained
by Ivanhoe.

         In addition, RPA examined Ivanhoe's duplicate assays run by Analabs in
Mongolia, and three groups of duplicate assays sent by Ivanhoe to assay
laboratories in Vancouver. The duplicate assays indicate good reproducibility
for copper and acceptable results for gold although Analabs' gold results are
slightly higher than the Vancouver laboratories. Duplicate assays of molybdenum
were inconsistent and more work is needed.

MINERAL RESOURCE ESTIMATES

         In November 2000, Ivanhoe estimated a Mineral Resource for the Central
Oyu supergene zone based on 109 RC holes drilled in the summer of 2000. The
Central Oyu supergene copper zone is separate and distinct from the Southwest
Oyu copper-gold zone currently being delineated by Ivanhoe, which is hypogene in
nature.

         RPA has reviewed and verified the 2000 Ivanhoe Mineral Resource
estimate for the Central Oyu supergene zone and considers it to be an Inferred
Mineral Resource in accordance with the CIM standards. Although Ivanhoe
considers the Central Oyu supergene zone to be under-explored and therefore
uneconomic for a stand alone mining operation, RPA considers that it has
reasonable prospects for economic extraction in combination with or as a
satellite operation to other mineral deposits.

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ROSCOE POSTLE ASSOCIATES INC.

         The Central Oyu super gene Inferred Resources total 39.2 million tonnes
at an average grade of 0.73% Cu. Drill holes are spaced 100 m to 200 m apart. A
cut-off grade of 0.20% Cu was used. The supergene zone is an essentially
continuous blanket of supergene copper mineralization which covers an area
approximately 1,100 m north-south by 600 m east-west. It extends to a depth of
40 m to 80 m in most places and has been drilled to a maximum depth of about 120
m. In RPA's opinion, the Central Oyu supergene zone Mineral Resource should be
considered a preliminary estimate at this time.

         In December 2001, Ivanhoe commissioned an independent Mineral Resource
estimate of the Southwest Oyu zone by AMEC E&C Services Limited (formerly MRDI).
As of the date of this Technical Report, AMEC was in the process of preparing
the estimate. The significant zone of hypogene copper-gold mineralization
discovered at the Southwest Oyo zone is distinct geologically and physically
separate from the nearby Central Oyu zone of supergene mineralization. The
exploration potential of the Southwest Oyu zone is for much larger tonnage at
significant grades of copper and gold than the Central Oyu Mineral Resource
tonnage reported above.

         In 1999, BHP prepared a preliminary estimate of tonnes and grade for
the Oyu Tolgoi Project based on only 24 diamond drill holes. Since that time,
another 159 holes have been drilled and, in RPA's view, the 1999 BHP estimate is
completely out of date and not relevant to this Technical Report.

PRELIMINARY METALLURGICAL TESTING

         Preliminary metallurgical tests of six composite samples of drill core
by Lakefield Laboratories (Lakefield) in Ontario show good recoveries of copper
and gold by froth flotation from hypogene and supergene mineralization. Some
molybdenum was recovered with the copper concentrates. Lakefield's preliminary
column testing indicated copper extraction in the range of 65% to 82% for a
sample from the chalcocite blanket of Central Oyu and 5% to 6% for a sample from
the covellite zone of Central Oyu.

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         Preliminary comminution tests were carried out on seven samples at
MinnovEX Technologies Inc. (MinnovEX) in Toronto. Based on this very limited and
preliminary work, the rock would be classified as "hard", but is significantly
softer than the hardest ores in the MinnovEX database. More testwork is needed
on more widespread and representative samples before final conclusions can be
drawn.

EXPLORATION POTENTIAL

         Comparison of results to date with existing models for gold-rich copper
porphyry deposits suggests that there are different levels of hypogene deposit
outcropping on the property.

         Central Oyu has a blanket of shallow supergene enriched copper
mineralization defined by RC drilling. The area offers significant exploration
potential for additional deeper supergene blankets. The induced polarization
(IP) anomalies suggest that there may also be potential for hypogene
mineralization beneath the enrichment blankets.

         At Southwest Oyu a body of relatively high grade copper-gold-molybdenum
mineralization has been discovered. The pattern of IP anomalies extending to the
southeast, the southwest and the northwest indicate potential for more similar
mineralization.

         The IP survey has detected two other target areas further north. One is
situated near the airstrip where a strong induced polarization (IP) anomaly
corresponds to anomalous values detected in 3 RC drill holes. The other one is
situated on the northern rim of a circular IP anomaly.

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CONCLUSIONS

         -    The Oyu Tolgoi Property contains a gold-rich porphyry copper
              deposit (Southwest Oyu Zone) of the circum-Pacific type.

         -    The Oyu Tolgoi Property has excellent potential for a large
              tonnage of hypogene porphyry copper-gold mineralization of similar
              grades to those found at Southwest Oyu Zone.

         -    RPA believes that additional drilling to test the potential at
              South Oyu including Southwest Oyu zone, Central Oyu, the Airstrip
              Anomaly and the Far North Anomaly is fully justified.

         -    Ivanhoe's 2000 Mineral Resource estimate of the Central Oyu
              supergene mineralization has been reviewed and verified by RPA,
              and totals 39.2 million tonnes at 0.73% Cu classified as Inferred
              Mineral Resource.

         -    BHP's 1999 estimate of hypogene and supergene mineralization was
              done before the Ivanhoe reverse circulation and diamond drilling
              programs and, therefore, is completely out of date.

         -    Preliminary metallurgical testing shows good recovery for copper
              and gold by froth flotation from both hypogene and supergene
              mineralization. Additional testing showed good copper recoveries
              from a sample from the supergene chalcocite zone by bacterial
              column leaching.

         -    Work is needed to determine where the molybdenum occurs and how to
              assay for it. It is also necessary to find out where and how
              rhenium occurs with the molybdenum. Rhenium is a potentially
              highly valuable byproduct.

         -    Gold is associated with sulphide minerals in the zones of high
              copper values. The gold is a critically important metal in this
              deposit and its mode of occurrence and distribution need to be
              investigated in detail.

         -    A systematic compilation and interpretation of all the geological,
              geophysical and drilling data is needed to guide future
              exploration strategy.

         -    RPA found the data collection, storage and interpretation systems
              followed by Ivanhoe were very high quality and equal to the best
              industry practices.

         -    RPA is of the opinion that all the geologists, foreign and
              Mongolian workers on the project, were highly qualified
              professionals.

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RECOMMENDATIONS

         Based on our field observations and our review of exploration results
to date, RPA makes the following recommendations:

         -   Carry out a systematic review and integration of all the available
             data sets for the property.

         -   Re-analyze existing drill hole samples for a wider range of
             elements. Available samples provide the basis for a
             lithogeochemical exploration program for the cost of assays.

         -   Analyze core samples from the mineralized zone for molybdenum.

         -   Initiate a detailed study of the mode of occurrence and
             distribution of gold.

         -   Initiate a study of the presence and distribution of rhenium in the
             molybdenum.

         -   Initiate a scoping study to establish what tonnage and grade
             constitutes an economic deposit in this location. This study should
             determine to what extent a deposit such as Southwest Oyu zone could
             be mined using underground mining methods in addition to an open
             pit.

         -   Sample the new types of mineralized zones, such as the
             quartz-magnetite breccias, for additional metallurgical testing.

         -   Carry out a two phase drilling program. The first phase will
             require 27 diamond drill holes totaling some 21,000 m, and at a
             cost of about US$3.4 million. The second phase, which will be
             contingent upon the results of the first phase, will involve a
             maximum of 17 drill holes totaling some 13,800 m at a cost of about
             US$2.2 million.

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INTRODUCTION

         Roscoe Postle Associates Inc. (RPA) has been requested by Mr. Malcolm
Lake, P.Eng., Technical Director of Ivanhoe Mines Ltd. (Ivanhoe), to prepare a
Technical Report on the Oyu Tolgoi Exploration Project ("Project") in Southern
Mongolia. This report is prepared in accordance with National Instrument 43-101
(NI 43-101). The purpose of this report is to provide an independent review of
the ongoing exploration work on the Project.

         Ivanhoe is a Canadian company listed on the Toronto Stock Exchange
(TSE) and the Australian Stock Exchange (ASX) involved with mineral exploration
and development in Asia, with a corporate office in Vancouver, Canada.

         This report is based on information gathered during a site visit,
discussions with representatives of Ivanhoe, reports of work on the license by
BHP Minerals International Exploration Inc. (BHP), now BHP Billiton, and on
published reports by Mongolian Government geologists.

         From October 13 to October 23, 2001, RPA's representative, Dr. D.
George Cargill, P.Eng., visited the project site in Mongolia, visited the
Analabs assay laboratory in Ulaanbaatar and reviewed exploration information
from earlier work by Ivanhoe and the previous property holder, BHP. RPA found
the data collection, storage, and interpretation by Ivanhoe to be of the highest
standards and fully in accordance with industry practice.

         Ivanhoe's exploration team consists of a few Australian and Canadian
geologists and a group of Mongolian geologists. The expatriate geologists have a
great deal of experience in porphyry copper exploration and delineation
drilling, particularly on porphyry copper-gold deposits of the southwest
Pacific. The Mongolian geologists, who previously worked with Magma and BHP, are
highly trained professionals who are enthusiastically expanding their expertise
in this type of deposit by learning from the expatriate geologists.

         The data presented in this report is complete up to January 11, 2002.
The metric system is used throughout and currency is in US$.

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ROSCOE POSTLE ASSOCIATES INC.

TERMS OF REFERENCE

         On September 20, 2001, RPA was contacted by Mr. Malcolm Lake, Technical
Director of Ivanhoe, to submit a proposal for a Technical Review of the Oyu
Tolgoi project as well as field procedures of the current exploration program.
On September 24, 2001, RPA submitted the proposal and on October 1, 2001, RPA
signed an agreement with Ivanhoe to carry out this assignment.

         RPA proceeded with this assignment as described below:

         -   Obtained and reviewed some relevant information prior to the site
             visit.

         -   Carried out a site visit to the Oyu Tolgoi Project (Oct. 13 to Oct.
             23, 2001).

         -   Discussed the ongoing exploration program with appropriate
             personnel on site and in Ulaanbaatar.

         -   Reviewed the exploration methodology and commented on the Quality
             Control and Quality Assurance (QA/QC) systems in the current
             exploration program. This included a review of the procedures for
             core logging, sampling, assay sample preparation, geotechnical data
             acquisition and assaying for Cu, Au and Mo.

         -   Carried out independent sampling and assaying of diamond drill
             core. RC chips were shipped to RPA by Ivanhoe for independent
             assaying in Canada.

         -   Assessed the exploration results to date and the mineral potential
             of the Oyu Tolgoi Property.

         -   Collected data and reviewed documents supporting the ownership and
             property status. RPA did not do an in-depth review and verification
             of the property ownership which requires additional work by a legal
             firm (see Appendix 3).

         -   Recommended additional exploration work in selected areas of the
             project.

         -   Recommended the future direction of exploration and possible
             methods of acquisition, storage and processing of exploration data.

         -   Uploaded the drill hole and sampling database into RPA's system
             using Genicom software.

         -   Plotted drill sections showing geological data and assays.

         -   Checked and digitized the mineralized zones as interpreted by
             Ivanhoe field geologists.

                                       12


ROSCOE POSTLE ASSOCIATES INC.

QUALIFICATIONS

         Roscoe Postle Associates Inc. (RPA) is an independent firm of
Geological and Mining Consultants with offices in Toronto and in Vancouver.
Since its establishment in 1985, RPA has carried out several hundred consulting
assignments for more than two hundred clients, including major mining companies,
junior mining and exploration companies, financial institutions, governments,
law firms and individual investors. Our clients are principally Canadian,
American and European companies.

         Our business primarily involves providing independent opinions on ore
reserves, technical aspects and economics of mining projects, valuation of
mining and exploration properties and prefeasibility work. Our personnel and
associates have worked on projects located in all parts of Canada, the United
States, Russia, Latin America, Australia, and in other countries in Africa and
Asia. For chartered banks and offshore banks, we have carried out a number of
due diligence and project monitoring assignments.

         Our personnel are Senior Geologists and Mining Engineers with extensive
experience in the mining and exploration industries. The two principals of the
company, William E. Roscoe, Ph.D., P.Eng. (Geologist), and John T. Postle,
P.Eng. (Mining Engineer), have considerable experience in their respective
fields.

         Since 1997, RPA has had a strategic alliance with Hatch Associates
(Hatch) an international engineering and consulting firm based in Mississauga,
Ontario, which specializes in mineral processing, construction and environmental
as well as the business and marketing aspects of mining projects.

         D. George Cargill, Ph.D., P.Eng., Consulting Geologist associated with
RPA, prepared the technical report on the Oyu Tolgoi Property. Dr. Cargill's
experience with porphyry-type Cu-Mo-Au mineralization includes:

                                       13


 ROSCOE POSTLE ASSOCIATES INC.

         -   Geological consulting to the Island Copper Operating Division both
             as an internal consultant for BHP-Utah International Inc. and as an
             Independent Consultant.

         -   Examination of North American porphyry Cu-Mo exploration properties
             for potential investment. This was an ongoing process for BHP and
             similar work has been done for several other companies as an
             Independent Consultant.

         -   Review of the exploration potential and the exploration methodology
             for the porphyry copper properties on northern Vancouver Island for
             BHP.

         -   Review of Mineral Resources and exploration potential of the
             Hushamau Deposit for Jordex Exploration.

         -   Evaluation of the potential of gold deposits for bulk mining in
             Brazil, West Africa, East Africa and eastern China.

         -   Resource estimate, Magushan copper deposit, China

CONDITIONS AND LIMITATIONS

         This report has been prepared by RPA for Ivanhoe and shall not be used
nor relied upon by any other party nor for any other purpose without the written
consent of RPA.

         In the preparation of this report, RPA relied on certain information.
This includes reports and data supplied by Ivanhoe, data generated by Magma and
BHP, and reports by Lakefield Research. RPA relied on title documents provided
by Ivanhoe and did not investigate mineral title, nor did we investigate surface
rights, water rights or the like.

PROPERTY DESCRIPTION, LOCATION AND AGREEMENTS

         The property is in the South Gobi region of Mongolia with its
geographic centre at 106(degree)45'E, 43(degree)37'30"N (Figure 1). It is about
560 km south of the capital city of Ulaanbaatar and less than 100 km north of
the border with China.

         The property consists of Mineral Exploration License 210 originally
issued to BHP in February 1997, under the previous version of the Mongolian
mining law (Figure 2). In

                                       14



ROSCOE POSTLE ASSOCIATES INC.

July 1997 when the current Mining Law was proclaimed the original license became
Mineral Exploration License 66 X (MEL 66 X). Essentially the original agreement
received endorsements to bring it under the new Mining Law. BHP made some very
minor changes to the area but it remained about the same. The original agreement
between Ivanhoe and BHP dated May 5, 2000 covered MEL 66 X and the
specifications for the license are outlined in an attachment to the agreement. A
copy of the agreement for MEL 66 X is in Appendix 3.

         The option agreement between BHP and Ivanhoe requires a minimum
exploration expenditure of US$3.0 million by May 5, 2003. On completion of this
work commitment Ivanhoe can exercise its option to acquire a 100% interest by
paying BHP US$5.0 million and putting up a US$3.0 million bond to cover
additional exploration expenditures over the subsequent three year period.
Ivanhoe may at its option make the US$5.0 million payment to BHP in two
allotments of US$1.0 million on the Earn-In Date (May 5, 2003) and US$4.0
million on the first anniversary of the Earn-In Date. After all financial and
work obligations have been met by Ivanhoe, BHP will retain a 2% Net Smelter
Returns Royalty and back-in rights.

         The back-in rights can be exercised by BHP after the identification of
a "Significant Mineral Occurrence" (SMO). If the SMO consists of at least 250
million tonnes of 1.0% Cu in a supergene deposit extractable by solvent
extraction-electrowinning (SX-EW) and acid leaching methods, BHP will then have
the right to re-purchase a 40% interest in the SMO. If the SMO consists of at
least 300 million tonnes of hypogene mineralization grading 1.0 % Cu recoverable
by conventional means, BHP will have the right to repurchase a 60% interest in
the SMO. If the back-in rights are exercised, BHP will have to repay in cash
three times the value of exploration expenditures made by Ivanhoe up to the date
of the back-in. If the SMO is located in the Central Oyu, BHP will also have to
repay the US$5.0 million dollars originally paid by Ivanhoe to earn its
interest.

         In September 2000 Ivanhoe in conjunction with BHP made significant
reductions in the area of MEL 66 X. These reductions were proposed by Ivanhoe
and agreed to by BHP. The reductions created four non-contiguous areas within
the original license area (Table 1).

                                       15


ROSCOE POSTLE ASSOCIATES INC.

The package of land covering the Project retained the designation MEL 66 X and
the other packages received the license numbers MEL 66 X-l, 66 X-2, and 66 X-3
(Figure 2). The new land packages received new certificates but the Oyu Tolgoi
package retained the amended certificate for MEL 66 X. Copies of the new Mineral
Exploration Licenses are included in Appendix 3.

     Ivanhoe's applications for the extensions of the terms of the four mineral
exploration licenses: #66 X, 66 X-l, 66 X-2 and 660 X-3 were accepted. The new
expiry date for each of the licenses is February 17, 2004.

     As of September 10, 2001 Ivanhoe Mines Mongolia Inc., a wholly owned
subsidiary of Ivanhoe Mines Ltd., received a new mineral exploration license,
MEL 3677 X (Jaukhlant Uul) that is valid for a three year term. This license
covers an area of 109,145 ha (Figure 2) of which 59,743 ha are within the
original BHP MEL #210 and 49,402 ha are outside.

     The location of the Central Oyu exploration area is significant under the
terms and conditions of the Ivanhoe-BHP agreement (Appendix 3) but it was not
completely defined in the agreement. Ivanhoe and BHP have recently defined the
area as:



       LONGITUDE                       LATITUDE
- ------------------------------------------------------
                             
106degrees 50'49.330"           43degrees 00'36.467"
106degrees 51'37.896"           43degrees 00'35.680"
106degrees 51'38.679"           43degrees 01'01.601"
106degrees 51'50.107"           43degrees 01'02.388"


     Ivanhoe asked Lynch, Idesh & Mahoney, a law firm in Ulaanbaatar, to comment
on the status of the original license and to advise them on the procedures for
transferring the original license and other licenses from BHP to Ivanhoe
pursuant to the Earn-In Agreement and any amendments to the Earn-In Agreement. A
memorandum dated October 22, 2001 is included in Appendix 3.

                                       16



ROSCOE POSTLE ASSOCIATES INC.

                                     TABLE 1
                       TABULATION OF EXPLORATION LICENCES

                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT



           MEL CORNER
          CO-ORDINATES                                                           SURFACE
         LONGITUDE (1)                LATITUDE (1)                                 AREA
                                                                          
ORIGINAL LICENSE 66 X
106degrees 30'E                     43degrees 08'N                              135,987 ha
107degrees 0'E                      43degrees 08'N
107degrees 0'E                      42degrees 50'N
106degrees 30'E                     42degrees 50'N
NEW LICENSE 66 X (OYU TOLGOI AREA)
106degrees 47'30"                   42degrees 58'30"                              8,496 ha
106degrees 47'30"                   43degrees 03'00"
106degrees 55'00'E                  43degrees '03'00"
106degrees 55'00'E                  42degrees 58'30"
NEW LICENSE 66 X -1
106degrees 38'00"                   42degrees 54'00"                              4,537 ha
106degrees 38'00"                   42degrees 57'00"
106degrees 44'00"                   42degrees 57'00"
106degrees 44'00"                   42degrees 54'00"
NEW LICENSE 66 X -2
106degrees 51'30"                   42degrees 55'30"                              1,764 ha
106degrees 51'30"                   42degrees 57'30"
106degrees 55'00"                   42degrees 57'30"
106degrees 55'00"                   42degrees 55'30"
NEW LICENSE 66 X -3
106degrees 30'00"                   42degrees 54'00"                              9,070 ha
106degrees 30'00"                   43degrees 00'00"
106degrees 36'00"                   43degrees 00'00"
106degrees 36'00"                   42degrees 54'00"
NEW LICENSE 3677 X within the original Oyu Tolgoi MEL #210 (Licensed Area)
106degrees 30'00"                   42degrees 54'00"                             59,743 ha
106degrees 36'00"                   42degrees 54'00"
106degrees 36'00"                   42degrees 55'30"


                                       17



ROSCOE POSTLE ASSOCIATES INC.



           MEL CORNER
          CO-ORDINATES                                                           SURFACE
         LONGITUDE (1)                 LATITUDE (1)                                AREA
                                                                           
106degrees 38'00"                   42degrees 55'30"
106degrees 38'00"                   42degrees 54'00"
106degrees 44'00"                   42degrees 54'00"
106degrees 44'00"                   42degrees 55'00"
107degrees 00'00"                   42degrees 55'00"
107degrees 00'00"                   42degrees 47'00"
106degrees 30'00"                   42degrees 47'00"
106degrees 30'00"                   42degrees 54'00"
NEW LICENSE 3677 X outside the Original Oyu Tolgoi Licensed Area (MEL #210)
106degrees 30'00"                   42degrees 47'00"                             49,402 ha
107degrees 00'00"                   42degrees 47'00"
107degrees 00'00"                   43degrees 08'00"
107degrees 05'00"                   43degrees 08'00"
107degrees 05'00"                   43degrees 04'00"
107degrees 02'00"                   43degrees 04'00"
107degrees 02'00"                   43degrees 00'00"
107degrees 06'00"                   43degrees 00'00"
107degrees 06'00"                   42degrees 44'30"
106degrees 30'00"                   42degrees 44'30"
106degrees 30'00"                   42degrees 47'00"


(1)  Latitudes and longitudes quoted above are based on the "Krasovsky
     1942" ellipsoid and reflect the locations on Mongolian mineral
     tenement licenses

ACCESSIBILITY, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES, INFRASTRUCTURE

     The Oyu Tolgoi License is 560 km by road and track from the Mongolian
capital of Ulaanbaatar (Figure 1). It is 240 km from the Aimag (state) capital
at Dalanzadgad which is a town of 12,500 people. It has a telephone link with
the capital and its own electric generating and heating plants. There are twice
a week flights from Dalanzadgad to Ulaanbaatar. The property is 350 km west of
the nearest railway station and large electric power line at Sainshand.

                                       18



ROSCOE POSTLE ASSOCIATES INC.

     Ivanhoe has constructed a gravel airstrip (1,400 m) at the Project which
allows the property to be reached by small aircraft from Ulaanbaatar

     The property is reached by a combination of roads and tracks, or by air.
About 50 km south of Ulaanbaatar the roads change into tracks. There are,
however, large trucks operating on these tracks and heavy loads can be moved
slowly. RPA traveled to the property via a road north of the camp to
Ulaanbaatar. It seemed relatively busy with a number of small vehicles going
past the camp towards the Chinese border.

     The property has an average elevation of 1,160 m above sea level. It has a
relatively flat to gently undulating topography with less than 50 m of relief.

     Lochingiin (1999) described the cover of the area as a "semi-desert steppe"
where vegetation covers between 20 and 25 % of the ground surface. Livestock
grazing and plant gathering have a strong impact on the amount of plant cover
because growth in this dry region is extremely slow.

     Climate information (Lochingiin, 1999) comes from the weather station at
Dalanzadgad. This station reports that, for the five months from November to
March, temperatures range from -2EC to -30EC; for the four months April, May,
September and October, temperatures range from -11 EC to +20EC and for the three
months June, July, and August temperatures range from +5EC to 28EC. The mean
annual precipitation from 1938 to 1960 is 129 mm per year. The area is also very
windy particularly during the spring (March, April, May). There are about 100
days per year described as having a "strong" wind.

     Although the weather is severe it is no worse than most of Canada. With
care it should be possible to work on a year round basis.

     Surface and water rights are described in the "Supplement to Mongolia
Properties Title Report" of Lynch, Idesh & Mahoney attached in Appendix 3. The
land is used by one or

                                       19



ROSCOE POSTLE ASSOCIATES INC.

more livestock herders. They move their animals from one good pasture to
another. They will move a long way, as far as the next Aimag (or state) looking
for good grazing.

     Water rights are held by the Khan Bogd Soum (County) and the operator pays
the Soum annually for water used and for the use of its roads.

     Since the nearest power line is 350 km away it will be necessary to
generate power at the site. Quantity and availability of ground water has not
been investigated, although many drill holes are producing water 5 m to 10 m
below the surface and there seems to be abundant water in shallow, hand dug
wells.

     Most of the technical work at the property has been done by highly trained
Mongolian geologists supported by Australian and Canadian experts on porphyry
copper-gold deposits. Very good technical people are locally available. The
large open pit porphyry copper mine at Erdnet, northwest of Ulaanbaatar, has
trained a large number of people at different phases of mining.

     Since the area is essentially flat there should not be any difficulty in
locating buildings and storage areas for mining operations.

EXPLORATION IN MONGOLIA

     Mineral exploration in Mongolia is regulated at the federal and Soum
(County) levels. A more complete summary of the operating environment in
Mongolia is in the Mongolian Properties Title Report of Lynch, Idesh & Mahoney
in Appendix 3. The federal government grants and regulates mineral exploration
and mining licenses. Mineral exploration licenses can be issued to individuals
or legal entities for a 3 year period with provision to be renewed twice, each
for a 2 year period. No expenditure obligations are applicable, however, an
annual license fee is applicable as well as annual reports on work carried out
and environmental protection reports. Work reports are submitted to the federal
government.

                                       20



ROSCOE POSTLE ASSOCIATES INC.

     In January after submitting the 2001 work reports, Ivanhoe requested the
extension of the MEL 66 X, 66 X-l, 66 X-2, and 66 X-3 for a second 2 year
period. This extension was granted on February 17, 2002 until February 17, 2004.
It is the second and last extension allowed for exploration licenses. In
February 2004 the MELs will have to be converted to mining licenses.

     At the same time Ivanhoe submitted the 2001 work reports they submitted the
2002 work plans and the 2001 environmental clearances from the Khan Bogd Soum.
The 2001 work reports were accepted by the office of Geological and Mining
Cadastral and by the State Inspection Office of Industry and Commerce. Ivanhoe
reported that they had received approval at the same time for the 2002 work
programs on the four licenses. At present Ivanhoe must submit its 2002
Environmental Work Plans to the Khan Bogd Soum before February 17, 2002 and pay
the rent for the exploration license by September 30, 2002.

     The new Oyu Tolgoi mining exploration license MEL 3677 X is held in the
name of Ivanhoe Mines Mongolia Inc. The portion of this license that was within
the old BHP MEL #210 is part of the BHP-Ivanhoe agreement. The status of the
part that is outside the old BHP MEL #210 is subject to discussion between BHP
and Ivanhoe. The new license has an anniversary and rent due date of September
10th 2002.

     Environmental matters are regulated by the Khan Bogd Soum. The original
environmental protection submission and a total environmental performance bond
were presented by BHP in 1998. In theory this bond should be refunded each year
if the company's performance is satisfactory. Since the projects was ongoing,
however, the Khan Bogd Soum has issued environmental clearances each year
without returning or renewing the bond. The operator of the project, Ivanhoe,
also pays the Khan Bogd Soum for water and road use each year. Payments are
computed at the end of each calendar year on the basis of road and water use.
The environmental performance bond and the payments for water and road use are
very small by North American standards.

                                       21



ROSCOE POSTLE ASSOCIATES INC.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

     Yakubchuk et al (2001) place Oyu Tolgoi in the Barga Terrain in the South
Mongolian Belt within the Altaids, an orogenic collage between the Siberian and
North China Cratons (Figure 3). The South Mongolian Belt consists of arc and
back arc rift related rocks accreted to southern Mongolia in the early
Paleozoic. In the Late Paleozoic (Perello et al, in press) southern Mongolia
underwent a period of Basin and Range style rifting, accompanied by bimodal
volcanism. In the Early Mesozoic continental sediments were deposited in thrust
controlled basins. Late Mesozoic geology was dominated by lacustrine
sedimentation and some of the formations are famous sources of vertebrate
fossils. The Late Cretaceous was marked by the onset of arid conditions which
have continued until the present.

     The regional geology summarized by Perello et al (2001) consists of
Siluro-Carboniferous sedimentary and volcanic sequences dominated by terrigenous
sediments and intermediate to felsic volcanic rocks. These sequences are
intruded by Devonian syenite and granite and by Carboniferous diorite, granite,
granodiorite, and syenite bodies ranging in size from dikes to batholiths. The
Permian peralkaline granite complex at Hanbogd, about 40 km east of the
property, intrudes Siluro Devonian volcanic and sedimentary rocks (Figures 4 and
5).

     The regional structure is complex. It is characterized by sinistral,
strike-slip faults, following northwest to east-west trends. However there are
minor faults following northeast to north-south trends. Lateral fault offsets of
several kilometers are apparent on regional maps and airphotos. Faulting affects
all the rock units except the Permian Hanbogd complex.

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ROSCOE POSTLE ASSOCIATES INC.

PROPERTY AND LOCAL GEOLOGY

     Much of the area around Oyu Tolgoi is covered by Cretaceous sediments
(Figures 4 and 5) which consist of pebbly gravel, sandy silt, sand and clay. It
is a flat-lying sequence with an average thickness of 15 m to 20 m. These
sedimentary units are usually assigned a shallow lacustrine setting and
sequences of similar character which are widespread in the South Gobi region and
believed Late Cretaceous to Paleocene in age. The Siluro-Devonian rocks exposed
at Oyu Tolgoi are mostly basalts and basaltic andesites. Remnant pillow
structures suggest a shallow aqueous deposition. There are outcrops of
tuffaceous siltstone along the southern border of the area and drill
intersections of thinly-laminated to thick bedded, fine grained sandstone,
siltstone carbonaceous claystone, and conglomerate suggest a substantial part of
the section consists of sedimentary rocks. There are post ore syenite plutons in
the south eastern part of the area and smaller syenite bodies occur all over the
area. Other post-mineralization dikes include rhyolite and andesite dikes which
have been traced hundreds of meters along strike.

     At the Southwest Oyu zone where there is new detailed mapping (Figure 6),
as well as a great deal of diamond drilling, it is possible to put together a
better three dimensional picture. The zone was primarily intermediate volcanics,
intruded by several phases of the monzo-diorite intrusions which carry the
copper and gold mineralization. There are barren monzonite porphyries closely
spatially associated with the mineralized monzo-diorite. Both the altered
volcanics and some monzo-diorite intrusions are mineralized. Alteration and
mineralization are cut off by post-ore rhyolite dikes and syenite plutons.

     The three areas of known mineralization, South Oyu (including Southwest Oyu
zone), Central Oyu and North Oyu, are marked by outcrops. The most detailed
published information on the relations between hydrothermal alteration and
mineralization is by Perello et al. (2001). Their work was based on the mapping
and limited, widely spaced diamond drilling done by BHP. Their picture appears
correct in general but will be greatly modified by detailed mapping and diamond
drill data from Ivanhoe's current program.

                                       23



ROSCOE POSTLE ASSOCIATES INC.

ALTERATION

     At South Oyu, Perello et al. (2001) identified three main hydrothermal
events: First was an early phase of magnetite rich, K-silicate alteration which
largely destroyed the original rock textures when minerals are replaced by
K-feldspar and biotite. The intermediate event was retrograde,
magnetite-destructive sericite-chlorite alteration. This event is characterized
by abundant chlorite and sericite with associated copper sulphides and pyrite.
This type of alteration is called pervasive but it may be caused by coalescing
vein envelopes on closely spaced veins. The third event is advanced argillic
alteration associated with easily recognized structures cross-cutting the
intermediate argillic alteration.

     At Central Oyu most alteration is in the argillic facies and consists of a
quartz-sericite (argillic) alteration grading into propyllitic mineral
assemblage. Perello et al. (2001), reported early K-silicate alteration relicts
within higher grade alteration. In the center of the argillic alteration there
is a quartz-alunite zone (advanced argillic alteration facies) associated with a
hydrothermal (?) breccia. Subsequent mapping by Ivanhoe has raised questions on
the origin of the breccia but the alteration assemblage has not been changed. To
further complicate the picture at Central Oyu Tolgoi, there is a blanket of
supergene mineralization, chalcocite and covellite, superimposed on the hypogene
alteration and mineralization.

     At North Oyu the alteration is in the argillic and advanced argillic facies
similar to the alteration at Central Oyu.

     Alteration zoning in high level volcanic environments can be very complex.
The orderly progression of alteration facies, defined in the porphyry copper
deposits of the southwestern United States (Lowell and Guilbert, 1970) tends to
be disrupted. Alteration facies are telescoped, overprinted and change much more
abruptly than they do in the southwestern United States. The alteration patterns
defined by Perello et al (2001), suggest that North and Central Oyu are at a
higher level (" 1000 m) in the alteration system than those at South Oyu. At
this level alteration spreads a significant distance from the hydrothermal
centre. It is easiest to interpret the two areas of mineralization as separate

                                       24



ROSCOE POSTLE ASSOCIATES INC.

intrusive centers but they could be parts of the same sheet separated by
faulting and/or erosion. The shape of the alteration pattern of Central Oyu
Tolgoi suggests that the altered block was tilted so the ground surface
represents an oblique slice through the system.

     The patterns at South Oyu suggest centers of alteration at South Oyu Tolgoi
and another at Southwest Oyu. However, these could be the same intrusive center
offset on a northeast trending fault. The mineral assemblages are consistent
with the K-silicate facies which occurs deep in the porphyry system.

MINERALIZATION

     The section comprises two parts; the first part describes general porphyry
copper deposit types - supergene and hypogene, in order to provide a background
for interpretation of the Oyu Tolgoi mineralized zones and their potential. The
second part provides a description of the Oyu Tolgoi zones discovered to date,
drawn largely from Perello et al (2001).

GENERAL DEPOSIT TYPES

     There are both supergene copper and hypogene copper-gold deposits on the
property. Current information indicates that South Oyu and Southwest Oyu are
strictly hypogene deposits; North Oyu is primarily a hypogene deposit; Central
Oyu is primarily a supergene deposit overlying a zone of hypogene mineralization
(Figures 5 and 6).

SUPERGENE

     The initial exploration by Ivanhoe delineated the chalcocite blanket
beneath a leached cap. Supergene enrichment is a complex process and every
enrichment blanket has unique features. Titley (1994) presented the following
summary of the process.

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ROSCOE POSTLE ASSOCIATES INC.

                    "Through supergene processes, hypogene copper mineralization
               of the shallow levels in the original system was moved downward
               to be precipitated at greater concentrations in generally flat
               lying discoid "blankets" that are probably conformable with
               ancient water tables. The process occurs at high levels in the
               original system where pyrite occurs in sufficient abundance to
               produce acid and where correspondingly, a great abundance of
               fractures allows flow of significant amounts of the supergene
               fluids. Production of acid is encouraged by silicification and
               advanced argillic alteration which reduces the quantity of
               minerals in the rocks with will react with or neutralize acid.
               Production of acid results in solution of hypogene copper
               sulfides, the copper-bearing, sulfate dominant (oxidized)
               solutions moving to an environment where copper and sulfur are
               reduced to form chalcocite."

     Enrichment processes take place through several stages, each reflecting
changes in base level, perhaps as adjustments to uplift. When compared with
hypogene grades beneath the blankets, enrichment factors of three to six times
in polycyclic enrichment are seen in the enriched ores.

     Figure 7, a generalized cross section through a typical southwestern U.S.
weathered porphyry system (Titley, 1994), shows several important points. First
is that movement of the water table can produce two or more blankets separated
by thick beds of lower grade material. It would be interesting to know more
about the zones that the RC holes at Oyu Tolgoi finish in. Are they hypogene
mineralization underlying the blanket or layers of waste within the blanket?
Second, although the generalized system shows that the enrichment blanket is
distributed symmetrically over the disseminated (hypogene) copper
mineralization, real blankets seldom have this pattern. The locations of
supergene blanket are functions of (1) fracturing, (2) post alteration rock
composition, (3) location of groundwater, and (4) flow direction of the
groundwater.

     The leached cap and the enrichment blanket mark a zone of hypogene
alteration, but they do not usually exactly correspond with it.

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HYPOGENE

     Hypogene copper-gold porphyry deposits have been reviewed by Sillitoe
(1993). He summarized the characteristics of twenty-nine deposits (Table 2 and
Figures 8 and 9). The average gold and copper values for 8 holes at South Oyu
are plotted on Figure 8 to show how they compare to the other deposits. Table 2
compares South Oyu to Sillitoe's other deposits for the nine most important
factors.

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                                     TABLE 2
         SELECTED CHARACTERISTICS OF GOLD-RICH PORPHYRY COPPER DEPOSITS
                             (AFTER SILLITOE, 1993)
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT



                                                    HOST     PETRO-    AGE    COEVAL   CU-AU W.  ADVANCED   ABUNDANT   QUARTZ
NAME, LOCATION                     AU (t) SETTING Porphyry chemistry  (Ma)  volcanics K-silicate argilitic magnatite/ stockwork
                                                                                        
Goonumbla, NSW, Australia
                                       51       C    Qmonz       KCA    439    Y           Y         N          N         Y
Panguna, Paupua New Guinea            766      IA   Di-Qdi        CA    439    Y           Y         N          Y         Y
Ok Tedi, Papua New Guinea             368       C     Monz       KCA    3.4    N           Y         N          N         Y
Grasberg, Indonesia                   703       C       Di        CA    1.2    Y           Y         N          Y         Y
Capang Kiri, Indonesia                 81      IA      Qdi        CA      3    Y           Y         Y          Y         Y
Sugai Mak, Indonesia                   20      IA       Di        CA    2.9    Y           Y         Y          Y         Y
Mamut, Malaysia                        90      IA    Qmonz       KCA    2.9    N           Y         N          N         Y
Kingking, Philippines                 122      IA       Di        CA    Mio    Y           Y         N          Y         Y
Amacan, Philippines                    46      IA      Qdi        CA    Mio    Y           Y         N          N         Y
Dizon, Philippines                     98      IA      Qdi        CA    Mio    Y           Y         Y          Y         Y
Santo Tomas II, Philippines           200      IA       Di        CA    1.4    N           Y         N          Y         Y
Guinaoang, Philippines                200      IA      Qdi        CA    3.5    Y           Y         Y          Y         Y
Lepanto Far Southeast, Philippines    441      IA      Qdi        CA  3.5(?)   Y           Y         Y          Y         Y
Galore Creek, BC, Canada               50     AIA     Syen         A    198    Y           Y         N          Y         N
Morrison, BC, Canada                   29       C      Qdi        CA     52    Y           Y         N          Y         Y
Bell Copper, BC, Canada                23       C      Qdi        CA     51    Y           Y         N          Y         Y
Mount Milligan, BC, Canada            192     AIA     Monz         A    Jur    Y           Y         N          Y         N
Mount Polley, BC, Canada               29     AIA     Monz         A    184    Y           Y         N          Y         N
Fish Lake, BC, Canada                  24       C      Qdi        CA     77    Y           Y         N          Y         Y
Island Copper, BC, Canada              57     AIA  Rhyodac        CA    180    Y           Y         Y          Y         Y
Afton, BC, Canada                      18     AIA       Di         A    198    Y           Y         N          Y         N
Bingham, Utah, U.S.A.                 900       C    Qmonz       KCA     39    Y           Y         N          N         Y
Dos Pobres, Arizona, U.S.A.           160       C       Gc        CA  47-52    Y           Y         N          Y         Y
Tanama, Puerto Rico                    72      IA      Qdi        CA  41-44    Y           Y         N          Y         Y
Bajo de La Alumbrera, Argentina       211       C      Dac       KCA      8    Y           Y         N          Y         Y
Marte, Chile                           66       C       Di        CA     13    Y           Y         Y          Y         Y
    Lobo, Chile                       128       C       Di        CA     13    Y           Y         Y          Y         Y
Skouries, Greece                       51       C     Syen         A     18    N           Y         N          Y         Y
Saindak, Pakistan                      28       C      Qdi        CA  19-20    Y           Y         N          Y         Y
Oyu Tolgoi South                        ?      IA     Monz         ?    411    Y           Y         N          Y         Y




                                                         ABBREVIATIONS
SETTING:                         HOST PORPHYRY:                           PETROCHEMISTRY
                                                                                        
AIA        accreted island arc   Dac                 dacite               A                               alkalic
C          continental margin    Di                  dirote               CA                              calc-alkalic
IA         island arc            Gd                  granodiorite         KCA                             high K calc-alkalic
                                 Monz                monzonite            AGE
                                 Qdi                 quartz diorite       Jur               Jurassic
                                 Qmonz               quartz monzonite     Mio               Miocene
                                 Rhyodac             rhyodacite
                                 Syen                syenite


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     Figure 10 shows the variations in lithogeochemical, magnetic susceptibility
and chargeability at different levels in the system. When interpreting the
exploration data from Oyu Tolgoi, it is important to remember that the patterns
from different levels in the system can be very different.

     Sillitoe (1993) originally selected gold-rich deposit on the basis of
containing more than 0.4 g/t Au but included a few lower grade deposits which
contained large amounts of gold. He pointed out gold-rich porphyry copper
deposits are not a discrete deposit type but represented the gold-rich end of
the porphyry copper spectrum. There are some characteristics, however, that help
set them apart. Some 80% of the gold-rich deposits contain appreciably more
hydrothermal magnetite. Gold-rich systems have calc-silicates, amphibole,
pyroxene and garnet, in addition to potassium silicate alteration (biotite, K
feldspar) associated with their central ore zones.

     Gold-rich porphyry copper deposits occur in volcano-plutonic arcs of all
ages worldwide and are preserved where erosion levels are shallow (<4 km).
Islandarc and continental margins seem equally favorable. Deposits are
associated with a wide range of rock composition, calc-alkalic as well as
alkalic. While only gold-rich deposits accompany alkalic stocks, most gold-rich
deposits accompany low potassium calc-alkalic plutons. Another aspect of
gold-rich porphyry copper deposits not mentioned by Sillitoe (1993) is the
presence of anomalous quantities of rhenium in the associated molybdenite.
Rhenium in sufficient quantities is a valuable byproduct and greatly increases
the value of the molybdenite concentrate. The quantity and distribution of
rhenium in the molybdenite at Southwest Oyu should be established.

     Southwest Oyu is a gold-rich porphyry copper deposit as defined by Sillitoe
(1993). It formed in a volcanic-plutonic arc, probably an island arc which was
accreted to southern Mongolia in the early Paleozoic as part of the South
Mongolian Belt. The entire volcanic plutonic arc that hosts the Southwest Oyu
deposit now exists as discrete terrain, the Barga Terrain.

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     Oyu Tolgoi mineralization can be divided into deep level, South Oyu which
would correspond to Level C in Figure 9, North Oyu and Central Oyu lie somewhere
between Level A and Level B in Figure 9. North Oyu seems to be deeper than
Central Oyu but there is not a significant difference.

OYU TOLGOI MINERALIZATION

SOUTH OYU

     Most Cu-Au-Mo mineralization at Southwest Oyu zone is in intensely veined
(stockwork and sheeted) magnetite-rich, pyrite-poor assemblages dominated by
quartz, chalcopyrite, bornite and traces of molybdenum in andesite and feldspar
hornblende porphyry (monzodiorite). Perello et al. (2001) divided the
mineralization into an early stage, pyrite poor and associated with K-silicate,
mostly biotite, alteration and a second stage which overprints and crosscuts the
first. Molybdenite seems to be associated with the second stage. Distribution of
gold is not understood. The gold has not been observed with microscope or
scanning electron microscope (SEM) methods. The correlation between gold and
copper grades however suggests that it is in the form of attachments to or
inclusions in copper sulphides. This theory is supported by the way gold was
recovered with copper sulphide minerals in Ivanhoe's preliminary metallurgical
work (Lake, personal communication). Molybdenum grades are erratic and the
overall distribution is not understood. Ivanhoe's preliminary metallurgical work
indicates that at least some of the molybdenum is enriched in rhenium (Lake,
personal communication). Highvalues of rhenium in molybdenum is a feature of
some goldrich porphyry copper deposits.

     Geochemical analyses run by XRAL Laboratories Ltd. (XRAL) in Toronto for
RPA indicate that the South Oyu mineralization has anomalous values of
molybdenum (21 ppm to 165 ppm), arsenic(<2 ppm to 588 ppm) and silver(1.5 ppm to
2.7 ppm).

CENTRAL OYU

     Known copper mineralization is dominated by a supergene copper blanket
(Figure 11). Rock chip samples across the leached cap contain anomalous
concentrations of Cu (0.1%

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to 1.2%), Au (0.05 ppm to 2.68 ppm) and As (200 ppm to 1,740 ppm). Relict
sulphides are mostly pyrite, but include chalcopyrite, bornite, chalcocite and
covellite. Supergene mineralization extends from surface to approximately 120 m
below surface. The uppr 20 m to 40 m of the enrichment blanket is made up of
chalcocite with minor covellite and digenite as coatings on pyrite and traces of
chalcopyrite. The lower parts of the blanket which have lower copper grades are
dominated by covellite. The upper chalcocite and lower covellite zones are a
standard feature of enrichment blankets (Chavez, 2000). Hypogene copper
mineralization consists of tennantite, chalcocite, covellite bornite and traces
of chalcopyrite, arsenosulvanite, and sulvanite. Distribution of gold is not
well known. Most of the system contains <30 ppb Au but there are erratic values
of 0.1 ppm to 1 ppm Au. The best gold values are in the chalcocite zone over an
alunite rich breccia.

     Molybdenum mineralization is equally erratic. Anomalousmolybdenum values
(10 ppm to 70 ppm) characterize the zone but samples as high as 0.08% Mo have
been found associated with the alunite rich breccia.

NORTH OYU

     Copper mineralization occurs in breccias at depths" 100 m below surface.
Some supergene chalcocite and covellite were observed but the higher grade
intercepts are associated with veins containing pyrite, chalcopyrite, bornite,
tennatite, traces of covellite and chalcocite, which appear to be hypogene. Gold
values are usually low (10 ppb to 30 ppb) but sometimes higher (40 ppb to 90
ppb) in copper-rich zones. Molybdenum values are usually low (<0.0001% Mo).

EXPLORATION WORK AND RESULTS

HISTORY

     In 1995 the Magma Copper Company Ltd. (Magma) began a reconnaissance
program which examined more than 60 copper occurrences in all parts of Mongolia.
In 1996,

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Magma was acquired by BHP but the reconnaissance program continued in western
and southern Mongolia. Central Oyu was recognized as a leached capping on a
porphyry copper system in September 1996. A number of old diggings and small
amounts of slags found in the area indicate that there was small scale mining in
ancient (Bronze Age?) times.

     In February 1997 a mineral exploration licence "Oyu Tolgoi Exploration
Licence" (MEL 210) covering the area was obtained by BHP. In April of the same
year the South Oyu area was identified as a prospective area. In the summer of
1997 BHP completed a program of mapping, rocks and soil sampling, and IP and
magnetic geophysics. By October 1997 BHP had drilled six diamond drill holes
(1,001.2 m) to test Central Oyu for an enrichment blanket and the hypogene
mineralization at South Oyu for copper mineralization.

     In 1998 BHP drilled an additional 17 diamond drill holes (2,800m) to
continue testing the exploration targets defined in 1997. In 1999 BHP completed
a detailed economic review which recommended additional drilling and continued
exploration on the property. BHP did no additional work on the area however.

     In 2000, Ivanhoe signed an option to earn a 100% interest in the Oyu Tolgoi
Exploration License from BHP, and completed a RC program consisting of 109 holes
(8,828 m). The program targeted a chalcocite blanket cut by one of BHP's diamond
drill holes. At the end of the RC program Ivanhoe decided that the chalcocite
blanket was neither large enough nor high-grade enough to be economic in this
location. Forster (2000) made an unpublished estimate of the size of the
enrichment blanket (See Mineral Resource Estimates).

     In 2001, Ivanhoe began a program which consisted of both RC and diamond
drill holes. It was designed to test South Oyu for a chalcocite blanket and
hypogene mineralization. After the discovery of a high grade hypogene
mineralization in OTRCD 150 in Southwest Oyu zone, Ivanhoe expanded its planned
drill program By December 31, 2001, Ivanhoe had spent about US$4.4 million
(Table 6).

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     As of January 11, 2002, Ivanhoe had completed 23 RC holes for 2,890 m, 3
RCD holes for 1,747 m and 24 DD holes for 13,627 m and diamond drilling was in
progress.

                                     TABLE 6

             EXPENDITURES IN US$ FROM INCEPTION TO DECEMBER 31, 2001
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT



                                   INCEPTION TO    MAY 1, 2001 TO      DEC. 1, 2001 TO
                                  APRIL 30, 2001   NOV. 30, 2001        DEC. 31, 2001       TOTAL
                                                                              
TOTAL EXPENDITURES
Expenditures                        1,107,183         2,415,347           595,695         4,197,194
Overhead 5%                            55,359           120,767            29,735           209,860
TOTAL                               1,168,542         2,536,114           624,430         4,407,054

EXPENDITURES ALLOCATED
Central Oyu                           796,192            77,452             - 0 -           878,472
Outside Central Oyu                   366,350         2,458,663           624,430         3,528,582
TOTAL                               1,162,542         2,536,114           624,430         4,407,054

METRES DRILLED, RC, RCD AND DD
Central Oyu                             6,107               450                 ?                 ?
Outside Central Oyu                     2,810            14,285                 ?                 ?
TOTAL                                   8,917            14,735             1,978            25,630


IVANHOE EXPLORATION APPROACH

     The Oyu Tolgoi property contains a copper-gold system of the circum Pacific
type, where high level plutons intrude the volcanic pile. The system is
Paleozoic and, therefore, much older than most systems of this type around the
Pacific Ocean.

     Initial drilling results by BHP suggested a broad area of low grade copper
mineralization with smaller zones, both hypogene and supergene, of higher grade
mineralization. The broad zone of low grade mineralization is broken by
northwest and northeast trending faults, post mineralization syenite plutons and
post mineralization rhyolite dikes. The mineralizing event seems to have been
one phase of a long lived intrusive system.

     The leached and silicified cap indicates the Central Oyu and North Oyu are
at a much higher level (+/-1,000 m) in the porphyry system than South Oyu and
Southwest Oyu zone.

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The combined anomalous soil geochemistry, IP, geology and RC samples indicates a
major porphyry system in this area. The lateral extent of the intense alteration
suggests the current ground surface is an oblique slice through the original
system. Intrusive plutons associated with this system may not be vertical like
the ones in South Oyu. There are two exploration targets in this area. First is
a deep enrichment zone below the RC holes. Second is a richer hypogene zone
associated with an IP chargeability anomaly.

     The large circular structure marked by IP chargeability north of Central
Oyu could be a ring dike in a caldera system. If this is the case mineralization
associated with this structure could offer an important clue to significant
bodies of mineralization. It is important that the Airstrip and Far North
anomalies be tested at an early stage in the drilling program.

     In 2000, Ivanhoe carried out a RC program to delineate a chalcocite blanket
intersected in one of BHP's diamond drill holes. This program consisted of 109
RC holes totaling 8,828 m. The 80 m to 130 m holes were targeted to delineate
supergene mineralization that might be amenable to a heap leaching SX-EW process
similar to the one used at Ivanhoe's Monywa copper mine in Myanmar.

     In 2001, Ivanhoe drilled 23 RC holes (2,890 m) and, by January 11, 2002,
had completed 3 combined diamond drill (RCD) holes (1,747 m) and 24 diamond
drill (DD) holes (13,627 m). RCD holes start as reverse circulation holes and
change to diamond drill holes. The initial part of the drilling program was with
RC holes to test the supergene and the hypogene potential of the South Oyu area.

     A long intersection of high grade hypogene copper and gold mineralization
was encountered in OTRCD 150 (508 m averaging 0.81% Cu and 1.17 g/t Au). Ivanhoe
paused the drilling for a number of weeks and undertook a surface program
magnetic and induced polarization (IP) surveys which covered the three outcrop
areas at North Oyu, Central Oyu and South Oyu an area of roughly 4 km by 3 km.
The magnetics were done in two surveys each covering an area of 2 km by 3 km.
The southern part of the area was surveyed by Ivanhoe on north-south lines, 25 m
apart with stations 5 m apart. The

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northern area was surveyed by a contractor on east-west lines, 50 m apart with
stations at 5 m intervals. In RPA's opinion, these surveys were conducted
according to standard industry practice.

     Ivanhoe changed from exploring for a shallow supergene enrichment blanket
with Reverse Circulation (RC) drilling to testing for deep hypogene
mineralization with conventional diamond drilling (DD). The holes begin with
very largediameter drill core (PQ or NTW) and the core size is reduced down the
hole (HQ or BTW). This approach ensures that enough core is acquired for good
samples along the entire length of the hole. Large diamond drill core also
ensures high core recoveries (>90%).

IP SURVEYS

     Delta Geoscience Ltd. conducted an extensive IP and resistivity survey of
the Project (Hendrickson, G. A., 2002). Twelve square kilometers were evaluated
with 124 km of initial lines and 122 km of fill-in lines from September 8 to
October 10, 2001. This survey evaluated the extent and strength of known zones
of porphyry-style copper-gold mineralization, and explored the surrounding areas
at depth.In RPA's opinion, this survey was conducted according to standard
industry practice.


     Effective penetration of 400 m to 500 m beneath rocks with low
resistivities required a high powered IP system to obtain a good signal to noise
response. This survey used an Iris 10 kw transmitter coupled to a 12 kw motor
generator. Two Iris IP-6 receivers recorded all IP and resistivity data. The IP
survey used a gradient array, which has important advantages in horizontal
resolution and depth of penetration. Basic grid coverage used a current
electrode separation of 3,000 m and a potential electrode separation of 50 m.
Anomalies of interest were evaluated by different current electrode arrays
spaced at 4,000 m, 3,000 m, 1,600 m, 800 m. The average focus depth of the
system is 0.16 of the current electrode separation.

     Geophysical data were presented to Ivanhoe as colour contour plans
(1:20,000), colour depth sections (1:20,000), and ASCII files.

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     The survey defined four very significant anomalies and several other,
smaller associated anomalies. The main anomalies are: South Oyu, Southwest
Oyuzone, Central Oyu and Far North Oyu (Figures 12 and 13). South Oyu, Southwest
Oyu zone and Central Oyu show a good contrast to background and excellent depth
extent. Far North Oyu shows an IP pattern characteristic of a target buried
beneath a cap of unpolarized material.

     Flat lying zones of supergene mineralization are difficult to recognize in
IP surveys designed to detect large buried targets. It is important to evaluate
the tops of significant porphyry systems with smaller arrays designed to search
for supergene mineralization. Responses characteristic of supergene
mineralization were observed in some sections across South Oyu and Central Oyu.

     The low resistivities on the north and south flanks of Central Oyu are
typical of advanced argillic alteration(Hendrickson, 2002). These zones of very
low resistivities can mask the IP response of deeper sulphide mineralization.
Southwest Oyuzone does not have significant associated advanced argillic
alteration. Both Southwest Oyuzone and South Oyu are regions of high
resistivity, probably related to silicification along east-west trending
structures.

RESULTS TO DATE

SOUTHWEST OYU

     The four drilling campaigns (BHP 1997 and 1998; Ivanhoe 2000 and 2001-2002)
are summarized in Tables 3, 4, and 5 in Appendix 5. Table 5 includes holes
drilled and sampled by Ivanhoe up to January 11, 2002. Summaries of all the
assay results for diamond drilling by BHP and Ivanhoe are presented on Ivanhoe's
website (www@Ivanhoemines.com).

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     The most important drilling is Ivanhoe's 20012002 campaign (Figure 13). The
discovery of a wide zone of good grade copper and gold mineralization in hole
OTRCD 150 (508 m of 1.17 g/t Au and 0.81 % Cu) focused attention on the
Southwest Oyu Zone.

     The Cu-Au mineralization intersected to date is of the porphyry copper
type. It consists of disseminated sulphides and sulphides related to stockwork
and shatter zones. Individual samples of the mineralization do not follow any
orientation. However, the regions of mineralization have an orientation. Ivanhoe
has explored the orientation of the regions of mineralization by drilling on two
sets of sections at right angles to each other and presenting the results on
both the sections and on plans at right angles to the sections. Ivanhoe's
approach is standard industry practice to establish the shape of the mineralized
body.

     Drilling in this area began on the same northeast trending section as OTRCD
150 and on two parallel sections 100 m northwest and 100 m southeast of the
discovery hole. In addition holes have been drilled at right angles to the
discovery drill hole. Figures 13 shows the collar locations for the drill holes
superimposed on an IP chargeability map. Figure 14 shows the drill pattern in
more detail and the geological interpretation. Figure 15 and 16 show drill
intersections and geolagical interpretations on sections at right angles to each
other.

     Drill results suggest that the mineralization is related to a monzodiorite
porphyry stock intruding mafic volcanic rocks. Some geologists believe this
intrusive is coeval with the volcanics. There are zones of breccia both cutting
the monzonite stock and in the altered mineralized volcanic rocks around the
margins of the monzonite. RPAsuggests that the breccia formed a carapace around
the intrusive body. The mineralized zone is both in the intrusive and in the
mafic volcanic wallrocks. The mineralized zone is intruded by barren monzonite
and monzonite porphyry plutons and syenite and rhyolite ikes.

     Table 7 is a summary of drill hole intersections in Southwest Oyu zone.
Intersection lengths are controlled by cut-off grades used which can be varied
to produce long lower grade or short higher grade intersections. The drill holes
in Table 7and Figures 15 and 16

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show a wide mineralized zone with a narrower high grade zone within it. The
mineralized zone shows good continuity from about 50 m below surface to a depth
of 600 m. The current drill data suggest that gold to copper ratios and gold and
copper grades increase with depth. Hole OTD 174 cuts the mineralized zone beyond
the limits of the IP anomaly (Figure 13).

                                     TABLE 7

                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                         SOUTHWEST OYU "DISCOVERY ZONE"
                        SUMMARY OF SIGNIFICANT INTERCEPTS



HOLE NO.          CORE LENGTH        INCLINATION          AU G/T        CU %
                                                            
  150                  508           -55degrees            1.17         0.81
  160                  288           -55degrees            1.68         0.80
  161                  358           -55                   1.70         0.71
  162                  190           -55                   1.76         0.75
  166                  478           -55                   1.38         0.74
  171                  100           -55                   1.29         0.67
  172                  116           -55                   2.35         0.88
  173                   24           -55                   1.32         0.82
  174                   74           -55                   0.45         0.58
  175                  138           -45                   0.35         0.45
  176                  146           -55                   1.49         0.76
  177                 1.92           -55degrees            1.10         0.56
  178                  128           -45                   1.01         0.59
  179                   14           -55degrees            0.32         0.57
  180                  120           -55                   3.44         1.37
  183                  454           -70                   1.71         0.92
  184                            Assays incomplete


     Ivanhoe was concerned that abundant magnetite associated with the copper
gold mineralization in some holes might affect the down hole survey instruments.
Ivanhoe changed to using an IDS International gyroscopic logging system for new
holes and re-surveyed earlier deep drill holes. Of the five holes surveyed by
both methods only OTD 180 has shown a significant difference in the location as
detected by the two survey systems.

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SOUTHWEST OYU ZONE - SOUTHERN EXTENSION

     The Southern Extension of Southwest Oyu zone was drilled to test a
continuation of the mineralization to the southwest inferred by IP results and
to follow up on BHP' s Hole 005 which intersected 142 m of 0.93 g/t Au and 0.53%
Cu. The results of this drilling are summarized below.

        SOUTHWEST OYU ZONE- SOUTHERN EXTENSION



HOLE NO.          CORE LENGTH (m)    AU G/T      CU %
- --------          --------------     ------      ----
                                        
 165                   466            0.31       0.41
 167                   318            0.52       0.49
 168                   382            0.30       0.21


SOUTH OYU

     Drilling in the South Oyu target area was designed to test adjacent
magnetic and IP anomalies underlying outcrops of copper oxide mineralization. RC
drilling by Ivanhoe outlined an area of higher grade copper oxide and gold
mineralization in shallow holes. The results of the diamond drilling are
summarized below.

     More recently OTD 186 was started west of OTD 149 to test a magnetic
anomaly on the flanks of the chargeability anomaly (Figure B). Assays have not
yet been received.

                    SOUTH OYU ZONE



HOLE NO.          CORE LENGTH (m)    AU G/T      CU %
- --------          --------------     ------      ----
                                        
  149                   76            0.38       0.49
  164                  120            0.26       0.43
  170                 88.1            0.16       0.28
  186                   60            0.52       0.45


CENTRAL OYU

     OTD 187 was started in the Central Oyu area to test a zone of Cu-Au
mineralization found by RCD drilling. The hole was laid out trending southwith a
55degrees dip and a planned depth of 750 m. Ivanhoe anticipates that this hole
will intersect a thick zone of chalcocite as well as testing for hypogene
mineralization beneath the supergene blanket.

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     OTC 188 is designed to test a zone of >1% Cu mineralization found in RCD
119. This corresponds to a northeast trending linear on the IP chargeability
map.

OTHER TARGETS

     IP survey combined with magnetic surveys and reverse circulation (RC)
drilling have established other targets at North Oyu, Airstrip Anomaly and Far
North Oyu.

SAMPLING, ASSAYS AND DATA VERIFICATION

     Sampling of the drill core by Ivanhoe is consistent with industry
standards. When RPA visited the exploration site, split core was sent to
Analab's facilities in Ulaanbaatar for crushing, grinding and assaying. Ivanhoe
was routinely adding blanks and duplicates to the sample stream at the site.

     In Ulaanbaatar samples were crushed and 500 g splits from the samples were
pulverized. Pulps were assayed by fire assay using an Atomic Absorption (AA)
finish. Base metals, usually copper and molybdenum, were assayed using AA
analysis. Analabs uses internal standards to maintain consistent results.

     RPA collected independent samples of drill core which were assayed by XRAL
in Toronto and yielded copper and gold assays similar to those obtained by
Ivanhoe. RPA also obtained from Ivanhoe samples of rejects from RC drilling
which were also assayed at XRAL and yielded assays similar to those obtained by
Ivanhoe.

     RPA examined four duplicate sets of assays run by Ivanhoe as a check on the
laboratory's consistency. The first set were duplicate gold assays and copper
assays of quarter core assayed at Analabs. Both types of assay showed excellent
reproducibility.

     The second set were duplicates of 56 pulps from RCD samples assayed at
Bondar Clegg. Copper assays were essentially the same; Analabs had higher values
for gold than Chemex and Bondar Clegg; molybdenum assays were similar at Bondar
Clegg and

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ROSCOE POSTLE ASSOCIATES INC.

Chemex but different at Analabs. The third set was a set of pulps from 26core
samples assayed at Analabs and Bondar Clegg for copper, gold and molybdenum. The
duplicate assays correspond very well for copper. The gold values are acceptable
but are slightly higher than those from the North American laboratories. The
duplicate molybdenum values are inconsistent and additional work is needed. The
fourth set was a set of pulps from 180 core samples analyzed at Analabs and
Bondar Clegg for copper and gold. Duplicate assays for both elements were
acceptable.

     Details of the sampling, assaying, check assaying and RPA's checks are
given in Appendices 2 and 4.

MINERAL RESOURCE ESTIMATES

CENTRAL OYU MINTERAL RESOURCE ESTIMATE

     In November 2000, Ivanhoe (Forster, 2000) estimated a Mineral Resource for
the Central Oyu supergene zone based on 109 RC holes drilled in the summer of
2000 (Lo Grasso, 2000). This estimate was done for internal corporate purposes
by Charles N. Forster, P.Geo., of Ivanhoe. The Central Oyu supergene copper zone
is separate and distinct from the Southwest Oyu copper-gold zone currently being
delineated by Ivanhoe, which is hypogene in nature.

     RPA has reviewed the 2000 Ivanhoe Mineral Resource estimate for the Central
Oyu supergene zone (Table 9), made some minor modifications, and considers it to
be an Inferred Mineral Resource in accordance with the CIM standards (Anon.
2000). Although Ivanhoe considers the Central Oyu supergene zone to be
under-explored and therefore uneconomic for a standalone mining operation, RPA
considers that it has reasonable prospects for economic extraction in
combination with or as a satellite operation to other mineral deposits.

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                                     TABLE 9
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                 CENTRAL OYU SUPERGENE MINERAL RESOURCE ESTIMATE



CATEGORY          MILLIONS OF TONNES     GRADE % TOTAL CU
                                   
Inferred                  39.2                 0.73


     Key assumptions, parameters, methods, and other information relevant to the
2000 Ivanhoe Mineral Resource estimate are as follows:

     -    The database used for the estimate is in keeping with industry
          standards.

     -    D. George Cargill, Ph.D., P.Eng., has reviewed and verified the
          Central Oyu Mineral Resource estimate.

     -    Original assays for total copper were done at Analabs in Ulaanbaatar.
          No acid soluble or cyanide soluble copper assays were done but may be
          warranted in the future. Lo Grosso (2000) reports that total copper
          check assays were done at Indo Assay Lab in Indonesia, and that
          results were reported to be acceptable. Checks on assay values over 1%
          Cu were within 5% to 10% of the original assays and for assay values
          less than 1% were within 10% to 20%. RPA had check assays carried out
          at XRAL laboratory in Canada on nine samples from the Central Oyu
          zone. The check assays gave reasonable correlation with the original
          assays.

     -    Vertical reverse circulation holes were used for the Ivanhoe Mineral
          Resource estimate. Although a few diamond drill holes were within the
          resource area, they were not used. The RC holes were spaced 100 m to
          200 m apart along east-west section lines 100 m to 200 m apart. The
          Central Oyu zone consists of an essentially continuous blanket of
          supergene copper mineralization which covers an area approximately
          1,100 m north-south by 600 m east-west. In places the supergene zone
          consists of two layers (Main and Upper Zones) separated by waste
          material. The deeper Main Zone predominates and extends to a depth of
          40 m to 80 m in most places. It has been drilled to a maximum depth of
          about 120 m.

     -    For the Mineral Resource estimate, Ivanhoe used a cut-off grade of
          0.2% Cu. In RPA's view, this is an appropriate cutoff grade for this
          type of resource estimate.

     -    Ivanhoe used a polygonal estimation method, whereby drill hole
          intercepts on plan were assigned an area of influence midway
          to adjacent drill holes up to a maximum of 100 m. Polygon areas were
          measured by planimeter and multiplied by drill hole intersection
          length and by a density factor of 2.3 tonnes per cubic metre to derive
          tonnage. This density factor is appropriate. Tonnages were summed and
          the grades for each intersection were weighted by tonnage to determine
          the average grade of the Mineral Resource.

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     -    The Oyu Tolgoi Project is still at the exploration stage and it is too
          early to assess the possible effect on the resource estimate of
          factors such as environmental, permitting, legal, title, taxation,
          socio-economic, marketing, political, or other potential issues. At
          this time, however, RPA has no reason to believe that any of these
          potential issues will be an impediment to development of the Project.

     -    The geometry of the Central Oyu supergene zone lends itself readily to
          open pit mining with a low strip ratio.

     -    Metallurgical testwork was carried out recently on three samples from
          Central Oyu, as discussed in a later section. The copper minerals
          reported to be in the samples are enargite, covellite and digenite.
          Flotation tests gave good copper recoveries (82%) for sample S4
          ("chalcocite zone") and sample S6 ("covellite zone"). Column leach and
          bottle roll tests on sample S4 gave 62% to 82% copper recovery and on
          sample S6 ("covellite zone") gave 5% to 25% copper recovery.

     -    Infrastructure is sparse in the area of the Oyu Tolgoi Project and any
          mining operation would need suitable infrastructure to be developed.

     -    In RPA's opinion, the Central Oyu supergene zone estimate should be
          classified as an Inferred Mineral Resource. It should be considered a
          preliminary estimate at this time. It has been done by a manual method
          and may be done in future as a computerized block model.

SOUTHWEST OYU MINERAL RESOURCE ESTIMATE

     As noted earlier in this Technical Report, significant hypogene copper-gold
mineralization has been discovered at Southwest Oyo. This is distinct
geologically and physically separate from the nearby Central Oyu zone of
supergene mineralization. The two zones are about one kilometre apart. The
exploration potential of Southwest Oyu is for much larger tonnage at significant
grades of copper and gold than the Central Oyu Mineral Resource tonnage reported
above. For this reason, the primary emphasis of the current drilling program is
on Southwest Oyu and the Central Oyu supergene zone is of secondary importance
at this time, although there is exploration potential for hypogene
mineralization beneath it.

     In December 2001, Ivanhoe commissioned an independent Mineral Resource
estimate of the Southwest Oyu zone by AMEC E&C Services Limited (formerly MRDI).
As of the date of this Technical Report, AMEC was in the process of preparing
the estimate.

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1999 BMP ESTIMATE

     In 1999, BHP prepared a preliminary estimate of tonnes and grade for the
Oyu Tolgoi Project (Kirwin, 1999). This estimate has not been reviewed by RPA.
It was based on only 24 diamond drill holes (3,815 m) and may not qualify as a
Mineral Resource, but has been published in a scientific paper (Perello et al,
2001). Since the time of the BHP estimate, another 109 RC holes (8,913 m) were
drilled in 2000; and 23 RC holes (2,890 m), 3 RCD holes (1,747 m) and 24 diamond
core holes (13,627 m) were drilled in 2001 and 2002. In RPA's view, the 1999 BHP
estimate is completely out of date and not relevant to this Technical Report.

EXPLORATION POTENTIAL

     As discussed elsewhere in the report, significant goldrich porphyry copper
mineralization has been discovered on the Oyu Tolgoiproperty. In RPA's opinion
data collected by Ivanhoe and BHP meets industry standards and can be relied
upon to develop an exploration model. In RPA's view there is considerable
potential to expand the known mineralization. The main potential is for higher
grade hypogene sulphide mineralization but potential also exists for more
supergene mineralization.

     The Oyu Tolgoi property contains one or more porphyry copper-gold systems
of the circum-Pacific type. Sillitoe (1993) compiled the tonnages and grades for
31 deposits of this type which give an idea of the range of tonnage and grades
(Figure 9). More recent studies have established some larger higher grade
deposits. For example, Pennington et al., (1998) give a tonnage of 1,758 million
tonnes at 112 % Cu, 1.20 g/t Au and 3.25 g/tAg for the Grasberg deposit. One
notable aspect of these deposits is that the cited grades are all average grades
and there are significant zones of gold enrichment in many of them.

     Sillitoe's generalized cross section (Figure 10) compiles the geological
characteristics of thirty deposits and provides a useful framework for
interpreting the various pieces of information from the Oyu Tolgoi property.

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     The three regions, North Oyu, Central Oyu and South Oyu, can be categorized
on the basis of geology, mineralization and wallrock alteration into two groups.
North Oyu and Central Oyu represent a high level of the system, characterized by
a mixture of argillic and advanced argillic wallrock alteration. They could
correspond to an elevation between Level A and Level B in Figure 10. South Oyu
is characterized by Ksilicate (biotite) alteration and should be in the vicinity
of Level C on Figure 10.

     Surface mapping of the zones indicates that copper sulphide mineralization
occurs in both volcanic rocks and in the intrusives. The zones of
mineralization, however, are separated by barren intrusives and cut by barren
dikes.

     South Oyu and Southwest Oyu zone (Figure 13) have similar geology,
geophysical patterns and sulphide mineralization. The initial drilling suggests
that the three dimensional geology is also similar and they represent the same
zone offset by a northeast trending fault. The northwest and southwest
chargeability anomalies which extend from Southwest Oyu zone may also be similar
but have a distinctly reduced chargeability response. The area with the best
chance of having mineralization similar to Southwest Oyu zone is South Oyu. The
second best areas would be the northwest and southwest chargeability trends
extending off Southwest Oyu zone. The different character of the chargeability
anomalies could represent less sulphide mineralization or mineralization at a
deeper level.

     Central Oyu is characterized by a shallow blanket of supergene alteration
overlying a deeper zone of lower grade hypogene mineralization. There are two
exploration targets in this area. First is a deeper blanket of supergene
alteration. The shallow supergene blanket is defined by shallow RC drill holes
which are believed to end in lower grade hypogene mineralization. Some porphyry
deposits, however, have more than one level of supergene alteration blanket
separated by relatively low grade zones. In the Central Oyu RC drilling program
for supergene mineralization, no tests were made for a deeper enrichment
blanket.

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     The second exploration target at Central Oyu is a zone of higher grade
hypogene mineralization within the broad zone of lower grade mineralization. The
first area which might fit this model is a deep IP anomaly. This type of target
is worth pursuing. Some RC drill holes have anomalous copper values below the
supergene blanket. These are excellent geochemical anomalies for hypogene
mineralization. Another exploration approach would be to analyze the chips from
the RC drill holes for a wider range of elements to look for geochemical
pathfinders. Another would be to process the IP and magnetic results. The
combination of IP and rock geochemistry could provide additional targets.

     Central Oyu is at the southern end of a large doughnut shaped chargeability
anomaly about 1 km in diameter (Figure 12).

     The preliminary evaluation of the IP results identified two strong
anomalies:

          -    Airstrip Anomaly which is near the airstrip. It has been tested
               by three RC holes with anomalous copper values in and near the IP
               anomaly.

          -    Far North Anomaly directly north of the Central Oyu and North Oyu
               areas. RC holes near the anomaly do not contain anomalous copper
               values.

PRELIMINARY METALLURGICAL TESTING

     In August 2001, Ivanhoe sent six composite samples of drill core to
Lakefield Research (Lakefield) for metallurgical testing. The samples came from:

          -    The "Discovery Zone" Southwest Oyu zone, two samples

          -    The Bornite Zone, South Oyu

          -    The Chalcocite, Covellite and Deep CovelliteZones, Central Oyu.

     The characteristics of these samples and the metallurgical tests requested
are summarized on Table 10. Table 11 is a summary of the head assays given by
Lakefield. The most significant difference between the Lakefield heads assay and
the Ivanhoe composite assay for the core is for the gold value in sample S-2.
Although Lakefield's

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ROSCOE POSTLE ASSOCIATES INC.

value is less than half the value obtained by Ivanhoe, it is still the highest
gold value for the six samples.

     Lakefield issued a report dated December 12, 2001 summarizing the results
of the froth flotation tests (Sarbutt, 2001). The mineralogy of the six samples
is summarized in Table 13. The main copper bearing mineral in S1 and S-2 is
chalcopyrite. S-3 contains approximately equal amounts of chalcopyrite and
bornite. Sample S4 contains similar amounts of covellite and digenite. The
"Chalcocite Zone" is primarily digenite/covellite. Samples S-5 and S-6 contain
covellite with trace to minor amounts of chalcopyrite, bornite, digenite and
chalcocite. Samples S-4, S-5 and S-6 also contained enargite.

     Lakefield believes that all six samples can be classified as "moderately
complex" sulphide ores. The most common texture among the samples is granular
intergrowth with minor amounts of complicated intergrowth textures between the
economic copper minerals, pyrite and non-opaque minerals. In all the samples
minor amounts of copper bearing minerals are fine-grained to very fine-grained
with complex textures (intergrowths, inclusions, veinlets, infills) in pyrite
and non-opaque gangue minerals.

     The shape of the mineral textures and their size in all the samples
suggests a primary grind at 60 microns is required to achieve greater than 75%
liberation of the copper bearing minerals. A grind to 30-40 microns is necessary
to liberate the medium-grained locked particles and a grind of less than 20
microns is necessary to liberate the extremely fine grained particles.

     Results of selected tests on each of the composites is summarized in Table
12. For the two chalcopyrite samples, S-1 and S-2, concentrate grades of 26% to
30% Cu were achieved with copper recoveries of 81% to 91%. Copper recovery
appears to be related to copper grade. Gold recovery was similar for both
samples at 76% to 77% in the final concentrate and 88% to 90% in the rougher
despite S-2 having twice the gold grade. S-2 has about twice the pyrite content
as S-1 and the similar gold recoveries may be a result of this.

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     S-3, a chalcopyrite/bornite sample with low pyrite content gave a high
grade copper concentrate at high recovery. Gold recovery at 66% was also
reasonable given the low head grade.

     S-4, with digenite and covellite as the main copper mineralization and
comparatively high pyrite content (10%), responded poorly in the cleaner
flotation and gave a concentrate grade of 20% Cu. There is a strong association
between digenite and pyrite and rimming of the pyrite with digenite.

     S-6, with covellite as the major copper mineral and a pyrite content of
10%, responded well with a high grade copper concentrate at a reasonable
recovery.

     A concentrate from each sample was submitted for an ICP scan and some
qualitative analysis. Molybdenum content was 0.6% Mo in the S-2 concentrate and
ranged from 0.01% to 0.15% in the other samples. Arsenic content increased from
0.3% to 0.5% As in the concentrates from S-4 and S-6 where enargite had been
noted. Other potential penalty elements, antimony, zinc and mercury, were low.

     Lakefield issued a report dated January 17, (Dymov, 2002) summarizing the
results of the preliminary column lach tests for samples S-4 "Chalcocite Zone"
and S-5 "Covellite Zone".

     Preliminary bottle-roll tests were conducted on the samples and additional
bacterial Fe(3+) leach tests were conducted on the finely ground residues to
estimate the "ultimate" Cu extraction. Tests were conducted on samples of a 1/2
inch and-10 mesh rock sample at pH 1.3 for 20 days. The results were as follows:

SAMPLE S-4 62% TO 72% COPPER EXTRACTION

     -    leaving a residue of 0.4% to 0.5% Cu with an acid consumption of 12 to
          18 kg/t

     -    Bacterial/Fe(+3) leach resulted in 93% Cu extraction with a residue
          assaying 0.11% Cu.

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SAMPLE S-5 25% TO 10% COPPER EXTRACTION

     -    leaving residue assaying 0.7% Cu with acid consumption 3 to 6 kg/t

     -    Bacterial/fe(+3) leach resulted in 59% overall Cu extraction with a
          residue assaying 0.3% Cu.

     Three columns for each sample were used for the preliminary tests. Columns
used samples crushed to <1/2 in. and <1.0 in. A synthetic raffinate solution was
used to irrigate the columns in a single "pass-through" mode. Columns were
inoculated with a mixed bacterial culture on a daily basis under an ambient
temperature. They were operated for 80 days.

     The results indicated a projected copper extraction for sample S-4 in
the range of 65% to 82% Cu but only 5% to 6% Cu for Sample S-5.

     Ivanhoe had preliminary comminution tests done in late 2001 and early 2002
on seven samples of Oyu Tolgoi material, mostly andesitic porphyry from the
Southwest Oyu zone. The work was done by MinnovEX Technologies Inc. (MinnovEX)
of Toronto, Canada. In general, the rock would be classified as "hard" based on
the test results on these preliminary samples. However, the rock is
significantly softer than the hardest ores in the MinnovEX database. These
results are preliminary in that they are based on a very small number of
samples. More testwork is required on more widely dispersed and representative
samples before final conclusions on hardness can be drawn.

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                                    TABLE 10
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT

              SAMPLES FOR METALLURGICAL TESTING (AFTER LAKE, 2001)



              DDH/                                  WEIGHT
SAMPLE     INTERVAL(m)            ZONE               (kg)     Cu (%)    Au (g/t)     TEST WORK
- -------    -----------    ----------------------    ------    ------    --------    -----------
                                                                  
 S-1       DDH 150        Southwest Oyu zone          76       0.61       0.75      Flotation
           112-115 m      Andesite Porphyry

 S-2       DDH 150        Southwest Oyu zone          73       1.02       3.95      Flotation
           310-350 m      Syeno diorite Porphyry

 S-3       DDH 149        South Oyu                   50       1.84       0.22      Flotation
           73-117 m       Bornite Zone

 S-4       DDH 159        Central Oyu                100       1.46        ---      Flotation &
           47-79 m        Chalcocite Blanket                                        Column
                                                                                    Leach

 S-5       DDH 159        Central Oyu                 36       0.80        ---      Column
           110-136 m      Covellite Zone                                            Leach

 S-6       DDH 159        Central Oyu                 36       0.79       0.10      Flotation
           1 84-220 m     Deep Covellite Zone


                                    TABLE 11
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT

                LAKEFIELD HEAD ASSAYS (AFTER SARBOTT ET AL, 2001)



    ELEMENT       S-1     S-2     S-3     S-4     S-5
- --------------   -----   -----   -----   -----   ------
                                  
Cu%               0.69    1.06    1.84    1.46     0.81
Cu (ox) as Cu%   0.008   0.007   0.089   0.052    0.019

Au g/t            0.73    1.38    0.22     ---     0.11
Fe %              8.19    3.95    9.95     ---     5.11
 S %               1.5    2.91    1.46    7.65     6.19


                                    TABLE 12
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT

        COPPER BEARING AND PYRITE MINERALOGY (AFTER SARBOTT ET AL, 2001)



                                                                                         APPROX.
SAMPLE    CHALCOPYRITE    ENARGITE    COVELLITE    DIGENITE    BORNITE    CHALCOCITE     PYRITE
- ------    ------------    --------    ---------    --------    -------    ----------    --------
                                                                   
 S-1           3%           ---         trace       trace       trace        ---           3%
 S-2           3%           ---          ---          --        <0.2%        ---           6%
 S-3           3%           ---         trace       trace          2%       trace         <1%
 S-4          trace         0.2%         <1%         <2%        trace        ---          10%
 S-5          trace        <0.3%        2.5%        trace       trace        ---          10%
 S-6          trace        <0.3%          2%        0.3%        trace       trace         10%


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                                    TABLE 13
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT
         LAKEFIELD CLEANER FLOTATION RESULTS (AFTER SARBOTT ET AL, 2001)



                GRIND    REGRIND
TEST            K(80)    K(80)       ROUGHER      CLEANER                           WT     ASSAY %,g/t       % DIST.
 NO.   SAMPLE   MICRON   MICRON    COLL.    Ph      Ph            PRODUCT            %     CU       AU     CU     AU
- ----------------------------------------------------------------------------------------------------------------------
                                                                             
 51      S1      101       10      NaEX    10.4    10.7     Cu 3rd Cleaner Conc.     2.0    25.9   24.8   84.9   76.6
                                                            Cu Rougher Conc         11.2    5.03   5.15   93.5   90.3
                                                            Cu Rougher Tailing      88.8    0.04   0.07    6.5    9.7
                                                                Head (calc)        100.0    0.60   0.64
 50      S2       92       10      NaEX    10.1    10.7     Cu 3rd Cleaner Conc.     3.0    30.4   33.4   91.4   76.1
                                                            Cu Rougher Conc         15.7   60.02   7.26   96.0   87.7
                                                            Cu Rougher Tailing      84.3   0.047   0.19    4.0   12.3
                                                                Head (calc)        100.0    0.99   1.30
 39      S3       96        9      3477    11.6    11.8     Cu 3rd Cleaner Conc.     4.0    37.4   3.65   90.1   66.7
                                                            Cu Rougher Conc         27.8    5.86   0.68   98.4   86.8
                                                            Cu Rougher Tailing      72.2   0.037   0.04    1.6   13.2
                                                                Head (calc)        100.0    1.65   0.22
 49      S4       71       17      3477    11.9     +12     Cu 3rd Cleaner Conc.     5.5    20.0   1.79   82.1   65.3
                                                            Cu Rougher Conc         30.2    4.22   0.43   94.3   86.2
                                                            Cu Rougher Tailing      69.8    0.11   0.03    5.7   13.8
                                                                Head (calc)        100.0    1.35   0.15
 45      S6       97       15      NaEX     9.1    10.5     Cu 3rd Cleaner Conc.     1.3    46.4   1.63   82.9   19.8
                                                            Cu Rougher Conc          7.7    8.61   0.51   93.4   37.9
                                                            Cu Rougher Tailing      92.3   0.051   0.07    6.6   62.1
                                                                Head (calc)        100.0    0.71   0.10


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CONCLUSIONS

     -    The Property contains a gold-rich porphyry copper deposit (Southwest
          Zone) of the circum-Pacific type.

     -    The Property has excellent potential for a large tonnage of hypogene
          porphyry copper-gold mineralization of similar grades to those found
          at Southwest Oyu.

     -    RPA believes that additional drilling to test the potential at
          Southwest Oyu zone and South Oyu, Central Oyu, the Airstrip Anomaly
          and the Far North Anomaly is fully justified.

     -    Ivanhoe's 2000 Mineral Resource estimate of the Central Oyu supergene
          mineralization has been reviewed and verified by RPA, and totals 39.2
          million tonnes at 0.73% Cu classified as Inferred Mineral Resource.

     -    BHP's 1999 estimate of hypogene and supergene mineralization was done
          before the Ivanhoe reverse circulation and diamond drilling programs
          and therefore is completely out of date.

     -    Preliminary metallurgical testing shows good recovery for copper and
          gold by froth flotation from both hypogene and supergene
          mineralization. Additional testing showed good copper recoveries from
          a sample from the supergene chalcocite zone by bacterial column
          leaching.

     -    Work is needed to determine where the molybdenum occurs and how to
          assay for it. It is also necessary to find out where and how rhenium
          occurs with the molybdenum. Rhenium is a potentially highly valuable
          by product.

     -    Gold is associated with sulphide minerals in the zones of high copper
          values. Assays show a strong correlation between gold and copper
          grades. The gold is a critically important metal in this deposit and
          its mode of occurrence and distribution need to be investigated in
          detail.

     -    A systematic compilation and interpretation of all the geological,
          geophysical and drilling data is needed to guide future exploration
          strategy.

     -    RPA found the data collection, storage and interpretation systems
          followed by Ivanhoe were very high quality and equal to the best
          industry practices.

     -    RPA is of the opinion that all the geologists, foreign and Mongolian
          workers on the project, were highly qualified professionals.

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RECOMMENDATIONS

     Based on our field observations and our review of exploration results to
date, RPA makes the following recommendations:

     -    Carry out a systematic review and integration of all the available
          data sets for the property.

     -    Re-analyse existing drill hole samples for a wider range of elements.
          Available samples provide the basis for a lithogeochemical exploration
          program for the cost of assays.

     -    Analyse core samples from the mineralized intervals for molybdenum.

     -    Initiate a detailed study of the mode of occurrence and distribution
          of gold.

     -    Initiate a study of the presence and distribution of rhenium in the
          molybdenum.

     -    Initiate a scoping study to establish what tonnage and grade
          constitutes an economic deposit in this location. This study must
          determine if a deposit similar to Southwest Oyu zone could be mined
          using underground mining methods.

     -    Sample the new types of mineralized zones, such as the
          quartz-magnetite breccias for additional metallurgical testing.

DELINEATION DRILLING

SOUTHWEST OYU ZONE

     -    Definite 4 diamond drill holes for 4,800 m

     -    A vertical hole OTD-189 for 1,200 m to test the high gradeCu-Au zone
          at depth and to provide a pilot hole for directional drilling to
          delineate deep mineralization.

     -    Three additional steep angle holes up to 1,200 m to test depth extent
          of high grade Cu-Au mineralization

EXPLORATION DRILLING

SOUTHWEST OYU ZONE

     -    Definite 1 diamond drill hole for 1,000 m

     -    Contingent 3 diamond drill holes for 2,400 m.

               -    Approximately 3 holes to test IP anomaly centered under
                    collar of OTD 180 and 1 to drill parallel at-55 degrees C to
                    OCD 180 to test the zone that OTD 180 was supposed to test
                    before it deviated to the east

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SOUTH OYU-SOUTHWEST OYU ZONE

     -    Definite 4 diamond drill holes for 2,400 m Contingent 4 diamond drill
          holes for 4,000 m.

     -    Approximately 8 holes to test and delineate IP anomaly along strike of
          drill hole OTD 167.

SOUTH OYU

     -    Contingent 3 diamond drill holes for 1,800 m.

     -    Contingent 2 diamond drill holes for 1,600 m.

               Assuming better grades than visual estimates, Ivanhoe would need
               5 holes around OTD 186 to define zone of mineralization.

CENTRAL OYU

     -    Definite 6 diamond drillholes for 3,600 m.

     -    Definite 4 deep diamond drill holes for 4,800 m

     -    Contingent 5 diamond drill holes for 4,000 m.

               Holes required to test the hypogene potential of the Central Oyu
               area.

AIRSTRIP

     -    Definite 2 diamond drillholes for 1,200 m.

               Showing IP and 14 m zone of mineralization in R Chole.

 FAR NORTH

     -    Definite 2 diamond drillholes for 1,200 m.

               Large, strong chargeability anomaly and 3 R Choles with no
               mineralization.

MISCELLANEOUS TARGETS

     -    4 diamond drill holes for 2,000 m.

DRILLING SUMMARY

     Definite     21,000 m
     Contingent   13,800 m

     The costs of diamond drilling in this location as estimated by Ivanhoe are
outlined below.

               Direct Drilling                       US$80.00/m
               Total Drilling                        US$150.00/m
               Assaying                              US$12.00/m
               TOTAL DRILLING/ASSAYING COST          US$162.00/m

                                       54



ROSCOE POSTLE ASSOCIATES INC.

     Using this cost estimate, the first phase of the drilling program(definite
holes) should require 27 diamond drill holes totaling 21,000 m at a cost of
about US$3.4 million dollars. The second phase of the drilling which will be
contingent upon the results of the first will involve a maximum of 17 drill
holes totaling 13,800 m at a cost of about US$2.2 million. The two phases of
drilling and their costs are summarized in Table 14.

                                    TABLE 14
                     IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           SUMMARY OF PLANNED DRILLING



                                               CONTINGENT
                         DEFINITE DRILLING      DRILLING      TOTAL DRILLING
       AREA                 (m/# HOLES)       (m/# HOLES)       (m/ # HOLES)
- --------------------     -----------------    ------------    --------------
                                                     
DELINEATION DRILLING

SOUTHWEST OYU                  4,800(4)                0           4,800(4)

EXPLORATION DRILLING

Southwest Oyu Zone             1,000(1)            2,400(3)        3,400(4)
South-Southwest                2,400(4)            4,000(4)        6,400(8)
South Oyu                          0               3,400(5)        3,400(5)
Central Oyu                    8,400(10)           4,000(5)       12,400(15)

Airstrip                       1,200(2)              ---           1,200(2)

FAR NORTH                      1,200(2)              ---           1,200(2)
Miscellaneous                  2,000(4)              ---           2,000(4)

            SUBTOTAL          21,000(27)          13,800(17)      34,800(44)

Costs @ US$162/m          $3,402,000          $2,208,000      $5,610,000


                                       55



ROSCOE POSTLE ASSOCIATES INC.

SOURCES OF INFORMATION

Anon, 1997, Brief Information of Mongolian Commodities, Geological Information
     Centre, Mineral Resources Authority of Mongolia, pp. 1-6.

Anon, 2000, CIM Standards on Mineral Reserves and Resources " Definitions and
     Guidelines; CIM Bull., October 2000, pp. 53-61.

Anon, 2001, New Horizons for Discovery and Exploration in Mongolia: Unpublished
     Report for Ivanhoe Mines Limited.

Anon, 2001, New Drill Results Confirm and Expand Discovery at Turquoise Hill
     Copper Gold Project in Mongolia, News Release Nov 26, 2001.

Chavez, W. X., 2000, Supergene Oxidation of Copper Deposits: Zoning and
     Distribution of Copper Oxide Minerals; SEG Newsletter, No 41.

Cooke, D. R., et al., Australian and Western Pacific paphyry Cu-Au deposits:
     AGSO Journal of Australian Geology & Geophysics, No 17(4), pp. 97-104.

Crane, D. and Planter, C, 2001, Oyu Tolgoi Project, South Gobi - Mongolia,
     Interpretation Geology Map: Unpublished Map for Ivanhoe Mines Limited.

Dymou, I., 2002, Results of Preliminary Bacterial Heap Leach Test Results:
     Unpublished Letter Report, Lakefield Research.

Forster, C. N., 2000, Mineral Resources for the Oyu Tolgoi Copper - Gold
     Deposit, Mongolia: Unpublished Report for Ivanhoe Mines Limited, pp. 1-19.

Forster, C.N., 2001, Third Quarter Report, Oyu Tolgoi Project, Mongolia:
     Unpublished Report Ivanhoe Mines Limited.

Forster, C.N., 2001, Review of Core Handling Facilities: Unpublished Report,
     Ivanhoe Mines Limited.

Forster, C.N., 2001, Oyu Tolgoi Project, Geological Plans and Sections, Ivanhoe
     Mines Limited Website (Ivanhoemines.com).

Giammatikopoulos, P.O., 2001, Process Mineralogy of 1st Cleaner Concentrates
     from F16 (S2), F22 (S3) and F35 (S6) from the Oyu Deposit in Mongolia.
     Unpublished Report by Lakefield Research.

Hendrickson, G.A., 2002, Geophysical Report on the Oyu Tolgoi Project Mongolia
     for Ivanhoe Mines Ltd., Unpublished Report by Delta Geoscience Ltd.,
     pp. 1-13.

                                       56



ROSCOE POSTLE ASSOCIATES INC.

Kirwin, D.J., 1999, Technical Notes concerning BHP's Oyu Tolgoi Prqpct, South
     Gobi Mongolia: Unpublished Report Ivanhoe Mines Ltd.

Lake, M., 2001, Status Summary of Oyu Tolgoi Flotation: Unpublished Report
     Ivanhoe Mines Ltd.

Lang, J.R., et al., 2000, An Exploration Model for Intrusion Related Gold
     Systems: SEG Newsletter, No 40, Jan. 2000.

Lochingiin, U., et al, 1999, Preliminary Baseline Environmental And
     Socioeconomic Studies for Oyu Tolgoi, and Tavan Tolgoi Licence Areas in
     Mongolia: Unpublished report for BHP, by Environmental Consulting &
     Assessment Company, pp.1-105.

Lowell, J. D., and Guilbert, J.M., 1970, Lateral and vertical alteration,
     mineralization zoning in porphyry ore deposits Econ. Geol., v. 65,
     pp. 373-408.

Panther, C., 2001, Preliminary Geological Plan and Sections, Unpublished Figures
     for Ivanhoe Mines Limited.

Pennington, J., Suwardy, E., and Kavaleris, I., 1998, Grasberg: 'A Vertical Mile
     of Copper and Gold Ore': Unpublished paper presented at the Lacey
     Symposium, Townsville, Australia.

Perello, J., et al., 2001, Oyu Tolgoi, Mongolia: Siluro-Devonian Porphyry
     Cu-Au-(Mo) and High Sulfidation Epithermal Cu Mineralization with a
     Cretaceous Chalcocite Blanket: Econ. Geol.: Vol. 96, No. 6, pp. 1407-1428.

Sarbutt, K.W., 2001, The Recovery of Copper and Gold from Oyu Tolgoi Project
     Samples by Flotation. Unpublished Report by Lakefield Research.

Sillitoe, R.H., 1993, Gold-rich Porphyry Copper Deposits: Geological Model and
     Exploration Implications: in Kirkham, R.V., Sinclair, W.D., Thorpe, R.I.
     and Dule, J.M., eds., Mineral Deposit Modeling: Geological Association of
     Canada, Special Paper 40, pp. 465 - 478.

Titley, S. R., 1994, An abridged overview of some features of porphyry copper
     deposits in the American Southwest; USGS Research on Mineral Resources
     1994- Part B - Guidebook for Field Trips, pp. 15-23.

Yakubchuk, A., et al., 2001, The Altaides: Tectonic Evolution and Metallogeny:
     SEG Newsletter, No. 46, July 2001.

                                       57



ROSCOE POSTLE ASSOCIATES INC.

SIGNATURE PAGE

REPORT ON OYU TOLGOI EXPLORATION PROJECT SOUTH GOBI, MONGOLIA

PREPARED FOR:
IVANHOE MINES LTD.

PREPARED BY:

________________________________
D. George Cargill, Ph.D., P.Eng.
Consulting Geological Engineer
February 22, 2002                                              January 11, 2002

                                       58



ROSCOE POSTLE ASSOCIATES INC.

CERTIFICATE OF QUALIFICATIONS

     As an author of this report entitled "Report on the Oyu Tolgoi Exploration
Licence South Gobi Region, Mongolia" Prepared for Ivanhoe Mines Ltd. and dated
January 11, 2002, I hereby make the following statements:

     A.   My name is Donald George Cargill and I am a Consulting Geological
          Engineer associates with Roscoe Postle Associates Inc. My office
          address is Suite 1210, 55 University Avenue, Toronto, Ontario M5J 2H7.

     B.   I have received the following degrees in Geological Sciences:
              B.A.Sc. 1967 - University of Toronto, Toronto, Ontario
              M.Sc. 1970 - Queens University, Kingston, Ontario
              Ph.D., 1975 - University of British Columbia, Vancouver, B.C.

     C.   I am registered as a Professional Engineer in the Provinces of Ontario
          and B.C. I am also:

          A member of the Canadian Institute of Mining, Metallurgy and Petroleum
          (CIM)
          A Member of the Prospectors and Developers Association of Canada
          (PDAC)
          A Fellow of the Society of Economic Geologists

     D.   I am a qualified person for the purposes of National Instrument
          43-101.

     E.   This report is based on a visit to the Oyu Tolgoi Property in Mongolia
          from October 13 to October 23, 2001, on my personal review of
          technical reports and other data supplied by the Issuer, on
          discussions with the Issuer and its representatives, and on
          information available from technical publications. My relevant
          experience for the purpose of this report is:

               -    Geological consulting to the Island Copper Operating
                    Division both as an internal consultant for BHP-Utah
                    International Inc. (BHP) and as an Independent Consultant

               -    Examination of the exploration potential and the exploration
                    methodology for the porphyry copper properties on northern
                    Vancouver Island for BHP.

               -    Review of Mineral Resources and exploration potential of the
                    Hushamau Deposit for Jordex Exploration

               -    Evaluation of the potential of gold deposits for bulk mining
                    in Brazil, West Africa, East Africa and eastern China.

               -    Resource estimate, Magushan copper deposit, China.

                                       59



ROSCOE POSTLE ASSOCIATES INC.

     F.   I have been practicing as a professional geologist for over thirty
          years.

     G.   I am responsible for all the sections in this Report.

     H.   I am not aware of any material fact or material change with respect to
          the subject matter of this report, which is not reflected in "the
          Report" the omission to disclose which makes this report misleading.

     I.   I am independent of the Issuer applying the tests set out in section
          1.5 of National Instrument 43-101.

     J.   I have read National Instrument 43-101 and Form 43-101F1, and this
          report has been prepared in compliance with National Instrument 43-101
          and Form 43-101F1.

Dated at Toronto, Ontario
January 11, 2002                                D. George Cargill, Ph.D., P.Eng.
                                                Consulting Geological Engineer

                                       60



ROSCOE POSTLE ASSOCIATES INC.

APPENDIX 1

FIGURES

     Figure 1.  Location Map

     Figure 2.  Property Map

     Figure 3.  Tectonics and Selected Deposits

     Figure 4.  Summary Diagram of Techno-Stratigraphic, Magmatic, and
                Mineralization History of the South Gobi Region

     Figure 5.  Regional and District Geology

     Figure 6.  Property Bedrock Geology

     Figure 7.  Generalized Cross Section of a Weathered Porphyry Copper System

     Figure 8.  Gold and Copper Content and Tonnages of Principal Gold Rich
                Porphyry Copper Deposits

     Figure 9.  Generalized Section Showing Intrusive and Alteration
                Relationships Around Gold Rich Porphyry Copper Deposits

     Figure 10. Exploration Data from Different Levels in the System

     Figure 11. Cross Section at Oyu Tolgoi Central Zone Supergene Blanket

     Figure 12. Oyu Tolgoi IP Plot Chargeability in 2 mv/v Contours

     Figure 13. Oyu Tolgoi South Drill Hole and IP Chargeability Map

     Figure 14. Surface Plan, Southwest Oyu Zone

     Figure 15. Geological Section, NE to SW, Southwest Oyu Zone

     Figure 16. Geological Section, NW to SE, Southwest Oyu Zone



ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 1
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                                  LOCATION MAP


                                 [LOCATION MAP]



ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 2
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                                 PROPERTY MAP

                                 [PROPERTY MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 3
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                                 TECTONICS AND
                               SELECTED DEPOSITS
                              (after Kirwin, 1999)

                     [TECTONICS AND SELECTED DEPOSITS MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 4
                               Ivanhoe Mines Ltd.

                           OYU TOLGOI PROJECT, MONGOLIA
                     SUMMARY DIAGRAM OF TECHNO-STRATIGRAPHIC,
          MAGMATIC AND MINERALIZATION HISTORY OF THE SOUTH GOBI REGION
                        (after Perello et al., in press)

                [SUMMARY DIAGRAM OF TECHNO-STRATIGRAPHIC GRAPH]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 5
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                                 REGIONAL AND
                               DISTRICT GEOLOGY
                        (after Perello et al., in press)

                      [REGIONAL AND DISTRICT GEOLOGY MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 6
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                                   PROPERTY
                                BEDROCK GEOLOGY
                        (after Crane and Planter, 2001)

                         [PROPERTY BEDROCK GEOLOGY MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 7
                               Ivanhoe Mines Ltd.
                          OYU TOLGOI PROJECT, MONGOLIA
        GENERALIZED CROSS SECTION OF A WEATHERED PORPHYRY COPPER SYSTEM
                              (after Titley, 1994)

                        [GENERALIZED CROSS SECTION MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 8
                               Ivanhoe Mines Ltd.
                         OYU TOLGOI PROJECT, MONGOLIA
                    GOLD AND COPPER CONTENT AND TONNAGES OF
                 PRINCIPAL GOLD RICH PORPHYRY COPPER DEPOSITS
                             (after Sillitoe, 1993)

                   [PRINCIPAL GOLD RICH PORPHYRY COPPER MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 9
                               Ivanhoe Mines Ltd.
                         OYU TOLGOI PROJECT, MONGOLIA
                   GENERALIZED SECTION SHOWING INTRUSIVE AND
                   ALTERATION RELATIONSHIPS AROUND GOLD-RICH
                           PORPHYRY COPPER DEPOSITS
                             (after Sillitoe, 1993)

                       [GENERALIZED SECTION SHOWING MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 10
                               Ivanhoe Mines Ltd.
                         OYU TOLGOI PROJECT, MONGOLIA
             EXPLORATION DATA FROM DIFFERENT LEVELS IN THE SYSTEM
                             (after Sillitoe, 1993)

                  [EXPLORATION DATA FROM DIFFERENT LEVELS MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 11
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                               CROSS SECTION AT
                            OYU TOLGOI CENTRAL ZONE
                               SUPERGENE BLANKET
                                 Looking North
                             (after Forster, 2000)

                     [CROSS SECTION SUPERGENE BLANKET MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 12
                               Ivanhoe Mines Ltd.
                         OYU TOLGOI PROJECT, MONGOLIA
                               OYU TOLGOI IP PLOT
                       CHARGEABILITY IN 2 MV/V CONTOURS
                         (after Delta geoscience, 2001)

                            [OYU TOLGOI IP PLOT MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 13
                               Ivanhoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                        OYU TOLGOI SOUTHWEST AND SOUTH
                      DRILL HOLE AND IP CHARGEABILITY MAP

                     [DRILL HOLE AND IP CHARGEABILITY MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 14
                               Invahoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                            SOUTHWEST OYU (NE HALF)
                             COMPILATION OF GEOLOGY
                          AND DRILL HOLES AT SURFACE
                        (after Crane and Panther, 2001)

                          [COMPILATION OF GEOLOGY MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                   Figure 15
                               Invahoe Mines Ltd.
                               OYU TOLGOI PROJECT
                                    Mongolia
                         SOUTHWEST OYU CROSS SECTION
                               Looking Northwest
                              (after Forster 2001)

                              [SOUTHWEST OYU MAP]


ROSCOE POSTLE ASSOCIATES INC.

                                    Figure 16
                               Invahoe Mines Ltd.
                         OYU TOLGOI PROJECT, MONGOLIA
                          SOUTHWEST OYU CROSS SECTION
                               Looking Northeast
                             (after Forster, 2001)

                       [SOUTHWEST OYU CROSS SECTION MAP]


ROSCOE POSTLE ASSOCIATES INC.

APPENDIX 2

ASSAY PROTOCOLS FOR ANALABS MONGOLIA



ROSCOE POSTLE ASSOCIATES INC.

ASSAY PROTOCOLS FOR ANALABS MONGOLIA

ANALABS MONGOLIA

ANALYTICAL METHODS IN USE FOR IVANHOE

     1.  Method F630

         A 30 g sample is taken and mixed with 150 g of fire assay flux. This is
         then fused at 1100 degrees C in a fusion furnace. The litharge in the
         flux is reduced to lead and the lead button obtained also contains any
         precious metals from the sample. After separation from the slag the
         lead button is cupelled at 950 degrees in a muffle furnace. The lead is
         oxidized and absorbed into the magnesia cupel using leaving a prill
         containing the precious metals. Silver is added to the flux to ensure
         that the prill can be handled easily. The prill is then dissolved in
         aqua regia and made up to a final volume of 10 ml. After mixing the
         samples are read for gold on an atomic absorption sprectometer (AAS)
         using the appropriate calibration standards.

     2.  Method G102/A102

         A 0.3 g sample is digested in a flat bottomed vial with hydrochloric,
         nitric and perchloric acids to incipient dryness and then made up to a
         final volume of 15 ml in 20% hydrochloric acid. After mixing, the
         samples are read for molybdenum on AAS.

     3.  Method G103/A103

         A 0.4 g sample is digested in a beaker with the hydrochloric, nitric
         and perchloric acids to incipient dryness and then made up to a volume
         of 100 ml in a volumetric flask with 10% hydrochloric acid. After
         mixing the samples are read for copper on AAS.

         The method is the same as above except that a 0.25 g sample is taken
         and the final volume is 500 ml.

                                       1



ROSCOE POSTLE ASSOCIATES INC.

     4.   Method G119/A119

          In each rack of 50, 2 standards, 1 blank, 2 replicates and 2
          duplicates are used to monitor the quality of the results obtained.
          Summary.

                                       2



APPENDIX 3

DOCUMENTS RELATING TO TITLE

          1    BHP Ivanhoe Agreement May 5, 2000.

          2    Original Certificate of Mineral Exploration #210, BHP Minerals
               International EMI (Amended for renewal to 2004).

          3    Three certificates of Mineral Exploration for the Modified
               Mineral Concession (Amended for Renewal to 2004).

                    a.   66x1 2001-09-20

                    b.   66x2 2001-09-21

                    c.   66x3 2001-09-20

          4    Certificate of New Mineral Exploration License 3677 X, Jaukhlant
               Uul.

          5    Summary of Mongolian Mining Law, Canning Management Property
               Ltd.; October 1999.

          6    Lynch Idesh & Mahoney, Legal Opinion of Exploration Licenses,
               October 22, 2001 (Mongolian Properties Title Report).

          7    Central Oyu Boundary, Letter October 1, 2001 Ivanhoe - BHP.

          8    Lynch Idesh & Mahoney, Supplement to "Mongolia Properties Title
               Report 22; October, 2001"; February 5, 2002.

          9    Lynch Idesh & Mahoney, Supplement to "Mongolia Properties Title
               Report dated 22 October 2001"; Water and Surface Rights; February
               21, 2002.

                                       1



                                EARN-IN AGREEMENT

                         (OYU TOLGOI PROJECT, MONGOLIA)

THIS AGREEMENT (the "AGREEMENT") is made effective as of the 5th day of May,
2000 (the "EFFECTIVE DATE"), between:

     IVANHOE MINES LTD., a corporation incorporated under the laws of the Yukon
     Territory, Canada ("IVANHOE")

     and

     BHP MINERALS INTERNATIONAL EXPLORATION INC. a company incorporated under
     the laws of Delaware, USA ("BHP")

                                  INTRODUCTION

     A.  BHP is the holder of the exploration license (the "LICENSE") for the
         area described in the License (the "LICENSED AREA") associated with the
         exploration project commonly referred to as the Oyu Tolgoi Project (the
         "PROJECT"). A copy of the License and a description of the Licensed
         Area are attached as Exhibit A.

     B.  Ivanhoe desires to evaluate the Project and determine whether to
         acquire an ownership interest in the License and enter into a joint
         venture agreement, as provided in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
covenants and agreements herein set forth, the parties covenant and agree with
each other as follows:

                                       1



GENERAL PROVISIONS

PART 1

INTERPRETATION

DEFINITIONS

1.1  As used in this Agreement, the following terms shall have the meanings
     ascribed thereto:

"Additional Earn-In Obligations" has the meaning assigned to it in Section 3.4;

"Back-in Right" has the meaning assigned to it in Section 4.1;

"BHP Royalty" has the meaning assigned to it in Section 3.6;

"Business Day" means a day on which the commercial banks are generally open for
business in Melbourne, Australia and Vancouver, Canada;

"Defaulting Party" has the meaning assigned to it in Section 7.1;

"Dollar" and "$" mean U.S. dollars;

"Earn-in Date" means the last day of the Earn-in Period;

"Earn-in Obligations" means, collectively, the Initial Earn-in Obligations and
the Additional Earn-in Obligations;

"Earn-in Period" means a period of three (3) years commencing from the Effective
Date;

"Existing Data" means maps, drill logs and other drilling data, core tests,
pulps, reports, surveys, assays, analyses, production reports, operations,
technical, accounting and financial records, and other material information
developed by BHP in respect of the Project prior to the date of this Agreement;

"Expenditures" means any costs incurred by Ivanhoe in connection with the
Licensed Area, whether direct or indirect, and for purposes of:

                                        2



         (i)      prospecting, exploration, and evaluation of the Licensed Area;

         (ii)     payments of fees, duties, or other charges or deductions to
                  acquire or maintain any license, permit, or other documents
                  issued by governmental bodies or other persons granting the
                  right to use mineral resources and surface lands in the
                  Licensed Area, and

         (iii)    other expenses incurred in connection with exploration of the
                  Licensed Area, or License, including environmental and other
                  studies, charges incurred for site preparation, engineering,
                  surveying, permits, equipment rental, third-party contractor
                  services, construction of roads, costs of equipment and
                  supplies, labor costs, fees under consulting agreements, and
                  all direct salary and field expenses of exploration personnel,
                  and transportation costs.

"First Phase Exploration Program" has the meaning assigned to it in Section 3.1;

"Initial Earn-in Obligations" has the meaning assigned to it in Section 3.1;

"Joint Venture" has the meaning assigned to it in Section 5.1;

"Joint Venture Agreement" has the meaning assigned to it in Section 5.2;

"License" means the exploration license in respect of the Licensed Area, as more
particularly described in Exhibit "A" together with any upgraded mineral tenure
in respect thereof (including, but not limited to, any mining license) granted
pursuant to the provisions of the applicable mining laws of Mongolia;

"Licensed Area" means, at any particular time, the geographical area which is
then subject to the License or other upgraded mineral tenure in respect thereof
granted pursuant to the provisions of the applicable mining laws of Mongolia;
the current area subject to the License is described by the co-ordinates set
forth in Exhibit "A";

"Net smelter return" means the amount received by Ivanhoe from a purchaser in
payment for first saleable product mined from the Licensed Area less costs of
transportation from the mine to the point where payment from the purchaser is
received and less sampling, weighing, treatment, processing, and refining
charges borne by Ivanhoe in connection with

                                        3



the sale of such product. In the event the first saleable products are shipped
to a treatment facility owned or operated by Ivanhoe, the net smelter returns
shall be no less favourable to BHP than if such products had been shipped to a
non-affiliated purchaser.

"Non-Defaulting Party" has the meaning assigned to it in Section 7.1;

"Offer" has the meaning assigned to it in Section 6.1;

"Offeror" has the meaning assigned to it in Section 6.1;

"Offeree" has the meaning assigned to it in Section 6.1;

"Operator" has the meaning assigned to it in Section 5.2(a);

"Outside Areas" has the meaning assigned to it in Section 3.1;

"Second Phase Exploration Program" has the meaning assigned to it in Section
3.5;

"Significant Mineralized Occurrence" means a potential resource or concentration
of copper mineralization in such quantity and quality that extraction of the
mineralization at a profit is reasonably and commercially feasible in the
opinion of both BHP and Ivanhoe, acting in a commercially reasonable manner;

"Standard Terms" has the meaning assigned to it in Section 5.2; and "Subject
Interest" has the meaning assigned to it in Section 6.1.

INTERPRETATION

1.2      For the purposes of this Agreement, except as otherwise expressly
         provided:

     (a) "this Agreement" means this Agreement, including the exhibits and
         schedules hereto, and not any particular part, section or other portion
         hereof, and includes any agreement, document or instrument entered
         into, made or delivered pursuant to the terms hereof, as the same may,
         from time to time, be supplemented or amended and if effect;

                                       4



     (b) all references in this Agreement to a designated "part", "section",
         "subsection" or other subdivision or to a schedule are references to
         the designated part, section, subsection or other subdivision of, or
         schedule to, this Agreement;

     (c) the words "hereof", "herein", "hereto" and "hereunder" and other words
         of similar import refer to this Agreement as a whole and not to any
         particular part, section, subsection or other subdivision or schedule
         unless the context or subject matter otherwise requires;

     (d) the division of this Agreement into parts, sections and other portions
         and the insertion of headings are for convenience of reference only and
         are not intended to interpret, define or limit the scope, extent or
         intent of this Agreement or any provision hereof;

     (e) unless otherwise provided herein, all references to currency in this
         Agreement are to lawful money of the United States of America and all
         amounts to be calculated or paid pursuant to this Agreement are to be
         calculated in lawful money of the United States of America;

     (f) a reference to a statute in this Agreement includes all regulations
         made thereunder, all amendments to the statute or regulations in force
         from time to time, and any statute or regulation that supplements or
         supercedes such statute or regulations;

     (g) the singular of any term includes the plural, and vice versa, and the
         use of any term is generally applicable to any gender and, where
         applicable, a body corporate, firm or other entity, and the word "or"
         is not exclusive and the word "including" is not limiting whether or
         not non-limiting language (such as "without limitation" or "but not
         limited to" or words of similar import) is used with reference thereto;
         and

     (h) all references to "approval", "authorization" or "consent" in this
         Agreement means written approval, authorization or consent.

EXHIBITS

1.3      Attached to and forming part of this Agreement is the following
         Exhibit:

1.4      Exhibit "A" - Copy of the License and description of the Licensed Area

1.5      Exhibit "B" - List of Vehicles and Field Equipment

PART 2

EARN-IN RIGHTS

EARN-IN RIGHTS

                                       5



2.1      BHP hereby grants to Ivanhoe the right to earn a one hundred (100%)
         participating interest in the License by performing the Earn-in
         Obligations with in the Earn-in Period. Provided that Ivanhoe performs
         all of the Earn-in Obligations within the Earn-in Period and is not in
         material breach of this Agreement, Ivanhoe will be deemed to have
         earned a one hundred percent (100%) participating interest in the
         License as of the Earn-in Date.

LICENSE REGISTRATION

2.2      BHP will use commercially reasonable efforts to cause the License to be
         legally transferred and registered in the name of Ivanhoe as soon as
         practicable after Ivanhoe has earned its participating interest in the
         License in accordance with Section 2.1.

LICENSE RELINQUISHMENT

2.3      Provided that Ivanhoe is not in default under any terms of this
         Agreement, until such time as BHP has complied with its obligation
         under Section 2.2 or this Agreement is terminated, whichever is
         earlier, BHP will not:

            (a)   voluntarily relinquish any portion of the Licensed Area
                  without first consulting with Ivanhoe; or

            (b)   voluntarily surrender the License without first allowing
                  Ivanhoe to exercise its right of first refusal under Section
                  6.1 hereof.

                                       6



PART 3

EARN-IN OBLIGATIONS

INITIAL EARN-IN OBLIGATIONS

3.1      During the Earn-in Period, Ivanhoe will conduct an exploration program
         in the Licensed Area involving reconnaissance, diamond drilling and
         reverse circulation drilling (the "First Phase Exploration Program") to
         examine the chalcocite blanket and test copper-gold mineralization in
         the North, South, and Central Oyu and other sections of the Licensed
         Area. Ivanhoe agrees to incur the following minimum Expenditures in
         connection with its exploration, prospecting, and evaluation of the
         Licensed Area within each 12 month work period described below:



           WORK PERIOD                             MINIMUM EXPENDITURES
- ------------------------------------------         --------------------
                                                
#1. Effective Date to First Anniversary of
Effective Date                                         $  500,000

#2. First Anniversary of Effective Date to
Second Anniversary of Effective Date                   $1,000,000

#3. Second Anniversary of Effective Date
to Third Anniversary of Effective Date                 $1,500,000

TOTAL                                                  $3,000,000


     At least one million five hundred thousand dollars, ($1,500,000) of such
Expenditures will be allocated to funding exploration in areas outside the
Central Oyu chalcocite resource area but within the Licensed Area (the "Outside
Areas"), unless the parties agree, based on initial results obtained during this
Program, that the prospectivity of the Outside Areas does not justify allocating
that level of funds to the Outside Areas.

     The obligations in this section 3.1 are collectively referred to as the
"Initial Earn-in Obligations".

EXPENDITURES DURING FIRST PHASE EXPLORATION PROGRAM

3.2      (a) Expenditures incurred by or on behalf of Ivanhoe prior to the end
         of any designated work period in excess of the minimum required
         Expenditures for that work period shall be credited against minimum
         Expenditure requirements for the following period. Under no
         circumstances shall BHP be obligated to reimburse Ivanhoe for any
         Expenditures incurred by Ivanhoe pursuant to this Agreement.

                                       7



                  (c)      Upon Ivanhoe's failure to make such Expenditures
                           required during any designated work period, BHP may,
                           by written notice to Ivanhoe, terminate this
                           Agreement effective upon the end of such designated
                           work period, and Ivanhoe shall retain no interest
                           under this Agreement or to the License, but Ivanhoe
                           shall be obligated to pay BHP the unpaid balance of
                           Expenditures for such work period and shall remain
                           liable for its obligations described in this Part 3
                           (Earn-in Obligations) (except sections 3.4 and 3.5)
                           and Part 7 (Default and Termination) and all other
                           obligations and liabilities that expressly survive
                           the termination of the Agreement.

LICENSE

3.3  During the Earn-in Period, Ivanhoe will, at its sole cost, keep and
maintain title to the License in good standing (including, but not limited to,
paying in a timely manner all required license fees of any nature and promptly
providing copies of all such payments to BHP) and comply with all work programs
required to keep the License in good standing. Ivanhoe will manage all
exploration programs using sound business judgement and in accordance with
generally accepted international mining industry practice. Any necessary
expenditures incurred by Ivanhoe to comply with the laws in Mongolia for the
purpose of maintaining the License will be considered an Expenditure and
credited towards its Initial Earn-in Obligations.

ADDITIONAL EARN-IN OBLIGATIONS

3.4  After fulfilling the Initial earn-in Obligations, Ivanhoe shall fulfil each
     of the following additional obligations on the Earn-in Date (collectively,
     the "ADDITIONAL EARN-IN OBLIGATIONS") before it will be vested with a one
     hundred percent (100%) participating interest in the License, inaccordance
     with section 2.1:

     (a) pay to BHP the sum of five million dollars ($5,000,000) by wire
         transfer; and

     (b) deliver to BHP a letter of credit, bank guarantee, or performance bond
         in a form and substance and from a bank or other financial or bonding
         institution acceptable to BHP to secure the performance by Ivanhoe of
         the minimum Expenditures of the Second Phase Exploration Program.

                                       8



     Ivanhoe shall have the option of fulfilling the payment obligation under
     clause (a) of this section 3.4 by paying BHP one million dollars
     ($1,000,000) by wire transfer on the Earn-in Date and contemporaneously
     providing BHP with a promissory note, in form and substance satisfactory to
     BHP, in the amount of four million dollars ($4,000,000) payable in full 12
     months after the Earn-in Date, together with an irrevocable letter of
     credit or bank guarantee in favor of BHP and in a form and substance and
     from a bank or other financial institution acceptable to BHP.

         The security provided under clause (b) of this section 3.4 shall be
     in the amount of three million dollars ($3,000,000), which amount may, at
     the request of Ivanhoe, be reduced each year during the Second Phase
     Exploration Program by the amount of Expenditures incurred by Ivanhoe under
     such Program during the preceding year.

     SECOND PHASE EXPLORATION PROGRAM

3.5      (a) Upon completion of the Earn-in Obligations but subject to the
         transfer of the License from BHP to Ivanhoe pursuant to Section 2.2,
         Ivanhoe will incur additional Expenditures in the aggregate amount of
         three million dollars ($3,000,000) to conduct further exploration in
         the Licensed Area (the "Second Phase Exploration Program") over a
         period of four (4) years, of which one million five hundred thousand
         dollars ($1,500,000) will be allocated to funding exploration in the
         Outside Areas, unless the parties agree, based on initial results
         obtained during this Program, that the prospectivity of the Outside
         Areas does not justify allocating that level of funds to the Outside
         Areas.

         (b) If Ivanhoe fails to incur all of the Expenditures required under
         Section 3.4 (a) in a timely manner, the unexpended balance of such
         minimum Expenditure requirement shall be paid to BHP from the security
         posted under clause (b) of section 3.4 and BHP shall be entitled to
         conduct (or contract with a third party to conduct) exploration in the
         Licensed Area to the extent of costs equal to such unexpended balance.

BHP'S ROYALTY INTEREST

3.6      Upon Ivanhoe's deemed earn-in of a one hundred percent (100%)
         participating interest pursuant to Section 2.1, BHP will be deemed to
         have conveyed its entire beneficial interest in the License to Ivanhoe
         save and except a non-participating

                                        9



         two percent (2%) net smelter returns royalty (the "BHP Royalty") and
         the Back-in Rights described in Part 4.

STAFFING AND EQUIPMENT

3.7      Ivanhoe may, but will not be obliged to (a) offer to employ or contract
         one or more of those individuals that are or remain under contract to
         BHP in Mongolia and (b) purchase BHP's vehicles and field equipment
         associated with the Project described in Exhibit B at fair market
         value.

DATA AND REPORTS

3.8      (a) BHP will furnish or make available to Ivanhoe copies of all
     Existing Data in its possession or control, and copies of all licenses or
     contracts relating to the Licensed Area.

         (b) Ivanhoe will deliver to BHP, within 45 days after the end of each
             work period referred to in section 3.1 and after each year of the
             Second Phase Exploration Program, a report in reasonable detail of
             all operations, technical data, and Expenditures of Ivanhoe in the
             Licensed Area. Ivanhoe will provide BHP with a general written and
             oral review of all operations on or before the first day of March,
             June, September, and December of each year during the term of this
             Agreement. Ivanhoe will timely deliver to BHP copies of all Ivanhoe
             internal geological reports in connection with the Project,
             including such information that is non-factual or interpretive,
             together with all reports submitted by Ivanhoe to the Government of
             Mongolia and any security regulators to which Ivanhoe provides
             reports. Ivanhoe will also promptly notify BHP of significant new
             discoveries promptly after such information becomes available.

         (c) during the term of this Agreement, Ivanhoe grants to BHP full right
             and access to geological reports, evaluations, information and
             other technical and geological data, and other data and information
             obtained through all operations within the Licensed Area and agrees
             to forward to BHP all technical data on a timely basis; subject,
             however, to subsection 3.8 (d).

         (d) Any technical information, geological information, or studies,
             reports, mining models, drill hole data, or other geological, or
             concerning any property within the Licensed Area and the existence,
             location, quantity, or quality of minerals

                                       10



              located therein, provided or made available by one Party to the
              other under this Agreement or prior to the Effective Date hereof,
              is made without warranty and at the sole risk of the receiving
              Party, and no warranty, express or implied, is made with respect
              to such information, all of which is provided "AS IS". Each Party
              shall make its own determinations with respect to the reliability
              of such information, and shall have no claim or action against the
              other with respect to such information.

AUDIT

3.9      Ivanhoe and BHP shall each be entitled to an independent audit of the
         matters covered by any statement of Expenditures, at the expense of the
         Party requesting the audit, provided that the audit is conducted by an
         international accounting firm of recognized standing. Such accounting
         firm shall have access, during normal business hours and upon 3 days
         prior notice to the other Party, to all books and records necessary or
         useful to perform its audit. The statement of Expenditures shall be
         presumed true and correct after the expiration of 90 days after the
         date furnished, unless within the 90 day period the Party requests an
         audit, specifying with particularity the items to which exception is
         taken and the ground for each exception. If the Party requesting the
         audit in good faith takes written exception as provided herein, then
         the 90 day period shall be suspended until the objection has been
         resolved.

INSURANCE

3.10     During the Earn-in Period, Ivanhoe will provide investigation, defense,
         and indemnification for BHP against any and all claims and liability of
         any nature including for damage, loss, or expense arising from damage
         to property or injury or death of any person arising in any way out of,
         in connection with, or resulting from the activities, errors or
         omissions of Ivanhoe, its directors, officers, employees, contractors,
         agents, representatives and invitees in connection with this Agreement.
         Ivanhoe will obtain and keep in force comprehensive general liability
         insurance, including contractual liability and coverage for the
         indemnity in this Agreement, with a limit of liability of not less than
         $5,000,000 combined, single limit, written on an occurrence basis,
         automobile liability insurance of not less than $5,000,000 per
         accident, and workers compensation insurance including voluntary
         workers

                                       11



         compensation insurance and employer's liability coverages. Each
         insurance policy shall be endorsed so as to name BHP as an "additional
         insured". Within ten (10) days after the Effective Date, Ivanhoe will
         deliver a certificate of such insurance evidencing the naming BHP as an
         additional insured. The certificate shall provide for a thirty (30) day
         prior notice to BHP of the non-renewal, cancellation or modification of
         such insurance.

SAFETY

3.11     Ivanhoe and its authorized representatives will carry out all
         operations in the Licensed Area with the highest regard for the safety
         of all persons and property and in accordance with generally accepted
         international mining industry safety policies and procedures and the
         requirements of the laws of Mongolia, including, without limitation,
         the Labour Law, the Minerals Law, and laws with respect to protection
         of the environment, and Ivanhoe will indemnify and hold harmless BHP,
         its directors, officers, employees, agents, and attorneys from and
         against all losses, liabilities, claims, demands, damages, expenses,
         suits, injury or death arising out of such operations. Failure to do so
         will be considered a material breach of this Agreement for which BHP
         may terminate this Agreement during the Earn-in Period without penalty
         to BHP, and Ivanhoe will have no further rights or interests in the
         Licensed Area or the License, and Ivanhoe will remain liable for all
         liabilities which it has incurred or which have accrued prior to
         termination of this Agreement.

ENVIRONMENTAL

3.12     Ivanhoe and its authorized representatives will carry out all
         operations in the Licensed Area with the highest regard for the
         protection of the environment and in accordance with generally accepted
         international mining industry environmental policies and procedures and
         the requirements of the laws of Mongolia, and Ivanhoe will indemnify
         and hold harmless BHP, its directors, officers, employees, agents, and
         attorneys from and against all losses, liabilities, claims, demands,
         damages, expenses, suits, injury or death arising out of such
         operations. Failure to do so will be considered a material breach of
         this Agreement for which BHP may terminate this Agreement during the
         Earn-in Period without penalty to BHP, and Ivanhoe will have no further
         right or interest in the Licenses Area or the License, and Ivanhoe

                                       12



         will remain liable for all liabilities which it has incurred or which
         have accrued prior to termination of this Agreement.

INDEMNIFICATION

3.13     Ivanhoe will indemnify and save BHP, its directors, officers,
         employees, agents, and attorneys harmless from and against all losses,
         liabilities, claims, demands, damages, expenses, suits, injury or death
         arising out of its performance under this Agreement. This
         indemnification will survive termination of this Agreement.

NO THIRD PARTY BENEFICIARY RIGHTS

3.14     This Agreement is for the benefit of the Parties and their respective
         successors and assigns only, and is not intended to create third party
         beneficiary rights in any other Party or in any Government,
         governmental organization or agency.

RECLAMATION

3.15     Ivanhoe will be solely responsible for any reclamation which may be
         required by the Government of Mongolia for work done by Ivanhoe under
         this agreement. Prior to commencing any exploration work in the
         Licensed Area, Ivanhoe will provide to BHP a bond or other form of
         security in a form and substance and from an institution acceptable to
         BHP to cover the first $2 million of any costs for such reclamation.

PART 4

BHP BACK-IN RIGHTS

BACK-IN RIGHTS

4.1      If, at any time prior to the completion of the Second Phase Exploration
         Program by Ivanhoe pursuant to section 3.4 (a) or by BHP pursuant to
         section 3.5 (b), Ivanhoe or BHP in good faith believes that, based on
         exploration results obtained, one or more Significant Mineralized
         Occurrences have been identified in the Licensed Area, that party will
         promptly notify the other in writing. BHP will have the right (the
         "Back-in Right"), exercisable within 60 days after such notice, to
         repurchase a participating interest in that portion of the Licensed
         Area hosting any Significant Mineralized Occurrence and any extensions
         of such Significant Mineralized

                                       13



         Occurrence based on the nature and scope of the Significant Mineralized
         Occurrence as follows:

     (a) if the Significant Mineralized Occurrence contains a potential resource
         of copper mineralization of at least 250 million tonnes grading 1.0%
         copper or more, which can be processed using the solvent
         extraction-electrowinning leaching recovery method, BHP will have a
         right to re-purchase a participating interest therein equal to forty
         percent (40%);

     (b) if the Significant Mineralized Occurrence contains a potential resource
         of copper mineralization of at least 300 million tonnes grading 1.0%
         copper or more, which can be processed using conventional extraction
         methods with or without also using the SX-EW leaching recovery method,
         BHP will have a right to repurchase a participating interest therein
         which will result in BHP having a participating interest in all such
         Significant Mineralized Occurrences equal to sixty percent (60%).

BACK-IN PURCHASE PRICE

4.2      If BHP exercises its Back-in Right:

     (a) pursuant to section 4.1 (a), BHP will, upon execution by both parties
         of a Joint Venture Agreement, pay to Ivanhoe a cash sum equal to three
         times the total amount of Expenditures incurred by Ivanhoe in respect
         of the Licensed Area to such date under both Exploration Programs, and
         if the Back-in Right is exercised with respect to a Significant
         Mineralized Occurrence which lies within the Central Oyu Mineralized
         portion of the Licensed Area identified by BHP prior to the effective
         date, BHP will also repay all amounts paid by Ivanhoe to fulfill the
         Earn-in Obligations under clause (a) of Section 3.4;

     (b) pursuant to section 4.1 (b) BHP will, upon execution by both parties of
         a Joint Venture Agreement, pay to Ivanhoe a cash sum equal to three
         times the total amount of Expenditures in respect of the Licensed Area
         under both Exploration Programs to such date, and if the Back-in Right
         is exercised with respect to a Significant Mineralized Occurrence which
         lies within the Central Oyu Mineralized portion of the Licensed Area
         identified by BHP prior to the effective date, BHP will also repay all
         amounts paid by Ivanhoe to fulfill the Earn-in Obligations under clause
         (a) of Section 3.4. For purposes of clarification, even if there exists
         more than one Significant Mineralized Occurrence, BHP will only have to
         pay such

                                       14



         amount one time in order to acquire the participating interest in all
         such Significant Mineralized Occurrences.

     (c) the following rights or obligations will be terminated:

              (i)   any further Earn-in Obligations of Ivanhoe; and

              (ii)   BHP's right to the BHP Royalty;

And Ivanhoe and BHP will be deemed to have formed the Joint Venture pursuant to
Section 5.1.

PARTS

JOINT VENTURE

FORMATION OF JOINT VENTURE

5.1      If BHP exercises its Back-in Right pursuant to Section 4.1 and
         re-purchases a participating interest in a Significant Mineralized
         Occurrence, Ivanhoe and BHP will be deemed to have formed a joint
         venture (which may, to comply with Mongolian law, need to be a
         Mongolian legal entity jointly owned by the Parties) to explore and, if
         warranted, develop and operate one or more mines in, respectively, the
         Licensed Area or on that portion of the Licensed Area hosting the
         Significant Mineralized Occurrence and any extensions (the JOINT
         VENTURE"). For purposes of clarification, if there is more than one
         Significant Mineralized Occurrence, then the parties contemplate a
         separate Joint Venture for each such Significant Mineralized
         Occurrence.

JOINT VENTURE AGREEMENT

5.2      Ivanhoe and BHP will, upon the formation of the Joint Venture pursuant
         to Section 5.1, execute an agreement (the "JOINT VENTURE AGREEMENT")
         having such terms as are customary in the mining industry ("Standard
         Terms") for joint ventures of similar nature and size and which will,
         in any event, include the following terms:

     (a) the party with the larger participating interest will be the operator
         of the Joint Venture (the "Operator") provided that if the
         participating interests of the parties are equal, BHP will be the
         Operator;

     (b) subject to applicable law, all licenses necessary to operate the Joint
         Venture will be registered from time to time in the name of the Joint
         Venture

                                       15



     (c) each party to the Joint Venture will contribute, from time to time, its
         pro rata share of any expenditures required to operate the Joint
         Venture;

     (d) any party that fails to contribute its pro rata share of required
         expenditures of the Joint Venture will have its participating
         interest in the Joint Venture diluted in accordance with a specified
         dilution formula;

     (e) the net proceeds from any commercial production from the Joint Venture
         will be:

                  (ii)     firstly, used to repay any project financing incurred
                           by both parties to develop the Significant
                           Mineralized Occurrence and establish commercial
                           production; and

                  (iii)    secondly, distributed to the parties to the Joint
                           Venture pro rata to their respective participating
                           interests therein; and

     (f) if, at any time during the Joint Venture, either party receives an
         offer to purchase, in whole or in part, directly or indirectly, its
         participating interest in the Joint Venture, which the recipient
         intends to accept, or if either party intends to sell, in whole or in
         part, directly or indirectly, its participating interest in the Joint
         Venture, such party shall give the other party a right of first refusal
         in respect of the sale of such interest.

     (g) if the parties agree to jointly develop a mine in the Licensed Area,
         BHP will allow Ivanhoe a reasonable time to obtain project financing
         for Ivanhoe's share of the costs of such development.

     (h) If, because of Mongolian law, the Parties are required to form a
         Mongolian legal entity to pursue exploitation of an Significant
         Mineralized Occurrence, they will incorporate, to the extent possible,
         the above-mentioned terms into an agreement at the time of formation of
         such an entity.

     Unless the parties otherwise agree, and subject to the foregoing, the
Standard Terms will be those set out in Form 5A Model Form Exploration,
Development and Mine Operating Agreement, 1996 published by the Rocky Mountain
Mineral Law Foundation.

                                       16



PART 6

RIGHTS OF FIRST REFUSAL

RIGHTS OF FIRST REFUSAL

6.1      a) If, before the end of the Earn-in Period, either BHP or Ivanhoe
         receives an offer to purchase, in whole or in part, directly or
         indirectly, its interest in the License (the "SUBJECT INTEREST") from a
         third party who is not an affiliate, which offer the recipient intends
         to accept, or if either BHP or Ivanhoe intends to and can sell, in
         whole or in part, directly or indirectly, a Subject Interest to a third
         party who is not an affiliate, such party ("OFFERER") shall first offer
         the Subject Interest (the "OFFER") to the other party ("OFFEREE") on
         terms no less favourable than those in any offer received or intended
         to be made.

     (c) If, following the end of the Earn-in Period, BHP receives an offer to
         purchase, or if it intends to sell, the BHP Royalty, in whole or in
         part, to a third party who is not an affiliate, BHP shall first offer
         such interest to Ivanhoe on the same terms and conditions as the offer
         or the proposed sale, provided however, that in the case of an offer
         from a third party, Ivanhoe's costs to exercise this right of first
         refusal shall be ten per cent (10%) higher than the offered price
         including the cash equivalent of any non-cash consideration.

OFFER

6.2      Any Offer pursuant to Section 6.1 shall:

     (a) set out fully and clearly all of the terms and conditions of any
         transaction;

     (b) if it is made as the result of an offer from a third party, include a
         true copy of the offer received and the identity of the offering party;
         and

     (c) contemplate cash consideration and if the Offer is based on an offer
         from a third party which includes non-cash consideration, in whole or
         in part, the Offer shall be made on the basis of the cash equivalent of
         such non-cash consideration, determined on the basis of a bonafide
         arm's length valuation by a qualified valuator, and a coy of such
         valuation shall accompany the Offer. If the Offeree, acting reasonably,
         disputes such valuation, the valuation shall be reviewed by an
         independent third party acceptable to both BHP and Ivanhoe, and such
         third party's determination (which shall be delivered with ten (10)
         Business Days of submission to the valuator for review) shall be final
         and binding upon both parties.

                                       17



TIME FOR ACCEPTANCE

6.3      Offer made as contemplated in Section 6.2 shall be open for acceptance
         by the Offeree for a period of 60 days from the date of receipt of the
         Offer by the Offeree. If a valuation is being disputed pursuant to
         Section 6.2 (c), the period set forth herein shall not commence until
         the third party's determination has been made.

"ACCEPTANCE"

6.4      If the Offeree accepts the Offer within the time provided in Section
         6.3 by notice in writing to the Offerer in the manner set forth in
         Section 10.1, then such acceptance shall constitute a binding agreement
         between the Offeror and the Offeree on terms and conditions as
         described in Section 6.1, and such transaction shall be completed
         within 45 days of the date of such acceptance with each party acting in
         good faith in finalizing the documentation related thereto.

"NON-ACCEPTANCE"

6.5      If the Offeree does not accept the Offer within the sixty (60) day
         period provided in Section 6.3, the Offeror may complete or proceed
         with the transaction regarding the Subject Interest on terms and
         conditions as described in Section 6.1 and, where applicable, only to
         the party making the original offer to the Offeror as on templated in
         Section 6.1. hereof, and in any event such transaction shall be
         completed within ninety (90) days from the expiration of rights of the
         Offeree to accept such offer, failing which the Offeror must again
         comply with the provisions of this Section 6.

PART 7

DEFAULT AND TERMINATION

DEFAULT

7.1      If any part (a "Defaulting Party") is in default of any requirement
         herein set forth, the other party may give written notice to the
         Defaulting Party specifying the default. The Defaulting Party shall not
         lose any rights under this Agreement unless, within thirty (30) days
         after the giving of notice of default by the non-defaulting party (the
         "Non-Defaulting Party"), the Defaulting Party has failed to cure the
         default by the appropriate performance. Upon such failure, the Non-
         Defaulting Party shall be entitled to seek any remedy it may have on
         account of such default or as may otherwise be provided in this
         Agreement. If BHP terminates

                                       18



         this Agreement under the provisions of Section 3.2 (b) or 3.5 (b),
         Ivanhoe will be released and discharged from all of its liabilities and
         obligations hereunder except those liabilities and obligations existing
         on the date of termination of the Agreement and except those
         liabilities and obligations stated herein to survive termination,
         including, without limitation, its obligation to complete all
         reclamation required by law or Governmental authorities in connection
         with its activities in the Licensed Area or otherwise pursuant to this
         Agreement.

TERMINATION

7.2      If Ivanhoe elects to terminate this Agreement prior to completing the
         Earn-in Obligations, Ivanhoe will forfeit any right to earn an interest
         in the License. In the event that Ivanhoe or BHP elects to terminate
         this Agreement during the Earn-in Period, Ivanhoe will ensure that the
         License fees have been paid until the next anniversary date of the
         License and will remain liable for reclamation of all exploration work
         undertaken by it or under its direction in the Licensed Area or
         otherwise pursuant to this Agreement.

PARTS

REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

8.1      Each party warrants and represents to the other that:

         (a)  it is a corporation duly organized and in good standing in its
              jurisdiction of incorporation and is qualified to do business and
              is in good standing in those jurisdictions where necessary in
              order to carry out the purposes of this Agreement;

         (b)  it has the capacity to enter into and perform this Agreement and
              all transactions contemplated herein and that all actions required
              to authorize it to enter into and perform this Agreement have been
              properly taken;

         (c)  it will not breach any other agreement or arrangement by entering
              into or performing this Agreement; and

         (d)  this Agreement has been duly executed and delivered by it and is
              valid and binding upon it in accordance with its terms.

REPRESENTATIONS OF BHP

8.2      BHP hereby represents and warrants to Ivanhoe that as of the Effective
         Date:

                                       19



         (a)  with respect to the Licensed Area, (i) BHP is in exclusive
              possession of the exploration rights for copper thereof; (ii) BHP
              has not received any notice of default of any of the terms or
              provisions of the License; (iii) BHP has the authority under the
              License to perform fully its obligations under this Agreement;
              (iv) to BHP's knowledge, the License is valid and is in good
              standing; and (v) BHP has no knowledge of any act or omission or
              any condition on the Licensed Area which could be considered or
              construed as a default under the License;

         (b)  BHP has delivered to or made available for inspection by Ivanhoe
              all Existing Data in its possession or control, and true
              and correct copies of all licenses or other contract relating to
              the Licensed Area;

         (c)  to BHP's knowledge, there are no ongoing, pending or threatened
              actions, suits, claims or proceedings, affecting, or which could
              reasonably be expected to affect, directly or indirectly, the
              License or the Licensed Area.

PART 9

CONFIDENTIALITY

CONFIDENTIALITY

9.1      All communications between the parties, and all information and other
         materials supplied to or received by any of them from the others which
         is either marked "confidential" or is by its nature intended to be for
         the knowledge of the recipient alone, and all information concerning
         the business transactions and the financial arrangements of the parties
         with any person with whom any of them is in a confidential relationship
         with regard to the matter in question coming to the knowledge of the
         recipient shall be kept confidential by the recipient unless or until
         the recipient party can reasonably demonstrate that any such
         communication, information and material (i) is, or pat of it is, in the
         public domain through no fault of its own, whereupon to the extent that
         is in the public domain or (ii) is required to be disclosed by law
         regulation or stock exchange rules or in pursuance of employment
         duties, in any of which circumstances this obligation shall cease in
         relation thereto. The parties shall take all reasonable steps to
         minimize the risk of disclosure of confidential information, by
         ensuring that only they themselves and such of their employees,
         directors and advisers whose functions will require them to possess any
         of such information or any potential purchaser of an interest of a

                                       20



         party shall have access thereto, and that the latter will be instructed
         to treat the same as confidential. The obligations contained in
         this Section 9.1 shall endure, even after the termination of this
         Agreement, without limit in point of time except and until such
         confidential information enters the public domain as set out above.

PART 10

DISPUTE RESOLUTION

EXPENDITURES IN THE OUTSIDE AREAS

10.1     If there is a difference of opinion between BHP and Ivanhoe as to the
         prospectivity of the Other Areas after analysis of prior results as
         provided in section 3.1 or 3.5, the parties agree to submit those
         results to a mutually acceptable, qualified, independent exploration
         geologist to make the determination of such prospectivity and to be
         bound by the determination of that independent expert.

SIGNIFICANT MINERALIZED OCCURRENCE

10.2     If there is a difference of opinion between BHP and Ivanhoe as to the
         size and/or grade of a Significant Mineralized Occurrence for purposes
         of section 4.1, the parties agree to submit all relevant exploration
         results to a mutually acceptable, qualified, independent mining
         engineer to make the determination of such grade and/or size and to be
         bound by the determination of that independent expert. In such case,
         BHP's Back-in Right shall be exercisable within 60 days of the experts
         determination.

                                       21



PART 11

GENERAL

NOTICES

11.1     All notices, requests and other communications required or permitted to
         be given under the terms of this Agreement shall be in writing and
         shall be sufficiently given to the party to whom it is addressed if
         delivered or forwarded by telecopier addressed as follows:

         To Ivanhoe:
                  9th Floor, 200 Burrard Street
                  Vancouver, British Columbia
                  Canada V6C 3L6
                  Fax No.: (604)682-2060
                  Attention: President

         To BHP:
                  BHP Minerals 1360 Post Oak Blvd., Suite 500
                  Houston, Texas 77056-3020
                  Attn: Legal Department
                  Fax No.: (713)961-8507

     Any notice, request, demand or other communication aforesaid shall, if
 delivered or sent by telecopier, be deemed to have been given and received on
 the day on which it was so received, and if not a Business Day, then on the
 Business Day next following the day of delivery. Any party may change its
 address for notice in the manner aforesaid.

GOVERNING LAW

11.2     This Agreement shall be governed by and construed in accordance with
         the laws of British Columbia, Canada.

HEADINGS

11.3     The headings contained in this Agreement are for convenience of
         reference only and shall not affect the interpretation of this
         Agreement.

ENTIRE AGREEMENT

11.4     This Agreement constitutes the entire agreement between the parties
         relating to the subject matter of this Agreement and supersedes any and
         all prior agreements, understands, negotiations and discussions,
         whether oral or written, between the parties with respect thereto.

                                       22



AMENDMENT

11.5     No amendment or modification of this Agreement shall be binding unless
         in writing and signed by the parties hereto.

TIME OF THE ESSENCE

11.6     Time shall be of the essence of this Agreement.

ENFORCEABILITY

11.7     In the event that any of the provisions of this Agreement should be
         invalid, illegal or unenforceable in any respect, the validity,
         legality or enforceability of the remaining provisions contained herein
         shall not in any way be affected or impaired thereby.

FURTHER ASSURANCES

11.8     The parties shall do, or cause to be done, all such further acts and
         things and shall execute, or cause to be executed, all such further
         deeds, documents and instruments as may be reasonably necessary for the
         purpose of completing the transactions contemplated by this Agreement.

BINDING EFFECT

11.9     This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and assigns.

FORCE MAJEURE

11.10    If either party because of Force Majeure is unable to perform its
         obligations under this agreement, that party's obligation to perform
         which is affected by the Force Majeure shall be suspended to the extent
         so affected, provided that:

         (a)  the non-performing party, within 10 days after the commencement of
              the Force Majeure, gives the other party written notice describing
              the particulars of the occurrence;

         (b)  the suspension of performance is of no greater scope than is
              required by the Force Majeure; and

         (c)  the non-performing party uses its best efforts to remedy its
              inability to perform.

                                       23



     When the non-performing Party is able to resume performance of its
obligations under this Agreement, that Party shall give the other Party written
notice to that effect

"Force Majeure" means any cause or condition beyond the reasonable control of
and without the fault or negligence of the Party claiming Force Majeure which
causes the Party to be unable to perform its obligations, which by exercise of
due foresight such party could not reasonably have been expected to avoid and
which the Party is unable to overcome by the exercise of due diligence. Such an
occurrence may include, but is not limited to: acts of God; labor disputes;
sudden actions of elements, earthquake, fire; actions or inaction by
governmental agencies, inability after diligent effort to obtain workmen or
material; or any other similar cause. Insufficiency of funds does not constitute
Force Majeure.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date and year first above written.

IVANHOE MINES LTD.

Per: _____________________
     Dan Kunz, C.O.O.
     Authorized Signatory

BHP MINERALS INTERNATIONAL EXPLORATION INC.

Per: ________________________
     Donald J. Schissel
     Vice President
     Authorized Signatory

                                       24



                                   OYU TOLGOI

                                  EXHIBIT "A"

                         -DESCRIPTION OF LICENSE AREA-



   OYU TOLGOI LICENSE COORDINATES
- -------------------------------------
     EAST                 NORTH         BHP LICENSE
- -----------------   -----------------    AREA (HA)
DEGREES   MINUTES   DEGREES   MINUTES      MRAM
- -------   -------   -------   -------   -----------
                            
  106       30        43         8       135,987.0
  107        0        43         8
  107        0        42        50
  106       30        42        50


[MAP OF OYU TOLGOI]



["MONGOLIAN EXPLORATION LICENSES"]


BHP Minerals International Exploration Inc.                            20-Apr-00
London UK

FIXED ASSETS/ RESERVE LEDGER                AS OF 31-MAY-99
BRANCH: 0757 LONDON



- -------------------------------------------------------------------------------------------------------------
                                                                  COST BASIS             RENT DEPRECIAT
ID                                                   ACQRD   --------------------  LIFE  ----------------  X
#      ITEM               ASSET DESCRIPTION          INSTL      Pds         US$     Ms     Pds      US$    Ms
- -------------------------------------------------------------------------------------------------------------
                                                                                
               0757-N. EUROPE & RUSSIA
- -------------------------------------------------------------------------------------------------------------
                                                                                           0.00      0.00   0
- -------------------------------------------------------------------------------------------------------------
               MONGOLIA ASSETS
- -------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                    Apr-97  18,937.50  30,300.00  36    526.04    841.67  26
               Vendor: Special International Inc.
               PIMA-II Spectrometer Package with
               HP200LX Palmtop Comp.
               SPECIMIN Mineral Identification
               System
- -------------------------------------------------------------------------------------------------------------
     E98.07    SATTELITE PHONE                       Jun-97   2,970.82   4,872.14  36     82.52    135.34  24
     57.315    Vendor: World Wide Satellite Rescue
     0.0       Nere World Phone Office
               (Voice, Fax and Data Capable)
- -------------------------------------------------------------------------------------------------------------
               COMMERCIAL VEHICLE                    Aug-97  27,967.09  47,264.38  36    776.86  1,312.90  22
               Vendor: Khet Ltd
               Toyota Landcruiser 80 VX
- -------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                    Oct-97   1,727.95   2,782.00  36     48.00     77.28  20
               Vendor: Entex
               Compaq Dpro 2000 5200/MT
               -$US 1,775.00
               Compaq P50 1024/768.28
               -$US 392.00
               HP Deskjet 692c Photo Quality
               -$US 297.00
               Scanner Keyboard- $US 252.00
               2xHP Colour Cartridge F/DJ/DW
               660C-$US 56.00
               Belkin Cable-$US 10.00
- -------------------------------------------------------------------------------------------------------------
               FIELD EQUIPMENT                       Feb-98   1,994.00   3,250.22  36     55.39     90.28  16
               Vendor: Earth Science Systems Ltd.
               2xGeo-instrumental Model GSM-2
               Magnetic Susceptibility Meter
- -------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                    Jun-98   4,031.60   6,571.51  36    111.99    182.54  12
               Vendor: Technology Direct (TDT)
               Toshiba Tecra 780DVD/8 PII
               266 64/8.IGB DVD 13.3" TFT
               56K & Toshiba Lithium ION Battery
               Pack for Tecra 750CDT
- -------------------------------------------------------------------------------------------------------------
               COMMERCIAL VEHICLE                    Jun-98  25,384.62  42,900.00  36    705.13  1,191.67  12
               Vendor: Mongolia Cashbook
               Toyota Land Cruiser Jeep GX-80
- -------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                     CCUMULATED RESER       NET BOOK VALUE
ID                                                 --------------------   -------------------
#      ITEM               ASSET DESCRIPTION           Pds        US$         Pds       US$                          COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          
               0757-N. EUROPE & RUSSIA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        0.00       0.00       0.00       0.00
- ------------------------------------------------------------------------------------------------------------------------------------
               MONGOLIA ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                  13,677.04  21,883.42   5,260.46   8,416.58  S. Diatchkov-Delivered in Tuscon
               Vendor: Special International Inc.
               PIMA-II Spectrometer Package with
               HP200LX Palmtop Comp.
               SPECIMIN Mineral Identification
               System
- ------------------------------------------------------------------------------------------------------------------------------------
     E98.07    SATTELITE PHONE                      1,980.48   3,248.16     990.34   1,623.98
     57.315    Vendor: World Wide Satellite Rescue
     0.0       Nere World Phone Office
               (Voice, Fax and Data Capable)
- ------------------------------------------------------------------------------------------------------------------------------------
               COMMERCIAL VEHICLE                  17,090.92  28,883.80  10,876.17  18,380.58
               Vendor: Khet Ltd
               Toyota Landcruiser 80 VX
- ------------------------------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                     960.00   1,545.60     767.95   1,236.40  D. Hishigsuren, Ulaanbaataar Mongolia
               Vendor: Entex
               Compaq Dpro 2000 5200/MT
               -$US 1,775.00
               Compaq P50 1024/768.28
               -$US 392.00
               HP Deskjet 692c Photo Quality
               -$US 297.00
               Scanner Keyboard- $US 252.00
               2xHP Colour Cartridge F/DJ/DW
               660C-$US 56.00
               Belkin Cable-$US 10.00
- ------------------------------------------------------------------------------------------------------------------------------------
               FIELD EQUIPMENT                        886.24   1,444.48   1,107.76   1,805.74
               Vendor: Earth Science Systems Ltd.
               2xGeo-instrumental Model GSM-2
               Magnetic Susceptibility Meter
- ------------------------------------------------------------------------------------------------------------------------------------
               COMPUTER EQUIPMENT                   1,343.88   2,190.48   2,687.72   4,381.03  Serguei Diatchkov-Tuscon
               Vendor: Technology Direct (TDT)
               Toshiba Tecra 780DVD/8 PII
               266 64/8.IGB DVD 13.3" TFT
               56K & Toshiba Lithium ION Battery
               Pack for Tecra 750CDT
- ------------------------------------------------------------------------------------------------------------------------------------
               COMMERCIAL VEHICLE                   8,461.56  14,300.04  16,923.06  28,599.96  Barrie Bolton- Ulaanbaataar
               Vendor: Mongolia Cashbook
               Toyota Land Cruiser Jeep GX-80
- ------------------------------------------------------------------------------------------------------------------------------------






- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
                 COMPUTER EQUIPMENT                     Jul-98    3,028.01     4,935.66    36       84.11        137.10        11
                 Vendor: Cravenplan Computers Ltd
                 Compaq Armada 7380 DMT 32 MB/
                 4GB-L2,330.58
                 Compaq Armada Station-L594.03
                 Compaq Armada 7300-32MB RAM
                 Upgrade-L103.40
- ------------------------------------------------------------------------------------------------------------------------------------
                 FIELD EQUIPMENT                        Aug-98    6,508.88    11,000.00    36      180.80        305.56        10
                 Vendor: Mongolia Cashbook
                 Camp
- ------------------------------------------------------------------------------------------------------------------------------------
                 COMMERCIAL VEHICLE                     Sep-98      887.57     1,500.00    36       24.65         41.67         9
                 Vendor: Mongolia Cashbook
                 Bull Bar for Toyota LC GX-80
- ------------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                     Oct-98    1,028.40     1,738.00    36       28.57         48.28         8
                 Vendor: Mongolia
- ------------------------------------------------------------------------------------------------------------------------------------
                 Acer Power 3200, P233 MMX 32 Mb
                 printer and I-14 Monitor
- ------------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                     Oct-98    1,440.83     2,435.00    36       40.02         67.64         8
                 Vendor: Mongolian Cashbook
                 Acer Power 6000, PII-266 MNz 64Mb
                 Printer
- ------------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                     Oct-98    1,272.19     2,150.00    36       35.34         59.72         8
                 Vendor: Mongolia Cashbook
                 I-21 Philips Monitor
- ------------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                     Nov-98    1,837.28     3,105.00    36       51.04         86.25         7
                 Vendor : Mongolia Cashbook
                 Canon 3020
- ------------------------------------------------------------------------------------------------------------------------------------
                 SATELLITE PHONE                        Nov-98    2,840.24     4,800.00    36       78.90        133.33         7
                 Vendor: Mongolian Cashbook
                 Nera World Satellite Phone
- ------------------------------------------------------------------------------------------------------------------------------------
                 MAP CABINETS                           Nov-98    2,230.08     3,657.41    52       42.89         70.33         7
                 Vendor: Capital Links Limited
                 2 Graphitheque Cabinets AC 1300B
- ------------------------------------------------------------------------------------------------------------------------------------
                 MAP CABINET                            Nov-98      990.00     1,692.90    60       16.50         28.22         7
                 Vendor: GB Office Supplies Limited
                 Metalico Excel Vertical Planfile
                 Cabinet- MXLL/ AO170 A/T
- ------------------------------------------------------------------------------------------------------------------------------------
                 FIXTURES & FITTINGS                    Aug-98      890.00     1,450.70    60       14.83         24.18        10
                 Vendor: Animagination Ltd.
                 2 Layout tables
- ------------------------------------------------------------------------------------------------------------------------------------
                 FIELD EQUIPMENT                        Dec-98      807.10     1,364.00    36       22.42         37.89         6
                 Vendor: Mongolia Cashbook
                 Explorer Field Refridgerator
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                   
                 COMPUTER EQUIPMENT                       925.21   1,508.10     2,102.80     3,427.56   Barrie Bolton- Ulaanbaataar
                 Vendor: Cravenplan Computers Ltd
                 Compaq Armada 7380 DMT 32 MB/
                 4GB-L2,330.58
                 Compaq Armada Station-L594.03
                 Compaq Armada 7300-32MB RAM
                 Upgrade-L103.40
- -----------------------------------------------------------------------------------------------------------------------------------
                 FIELD EQUIPMENT                        1,808.00   3,055.60     4,700.88     7,944.40
                 Vendor: Mongolia Cashbook
                 Camp
- -----------------------------------------------------------------------------------------------------------------------------------
                 COMMERCIAL VEHICLE                       221.85     375.03       665.72     1,124.97
                 Vendor: Mongolia Cashbook
                 Bull Bar for Toyota LC GX-80
- -----------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                       228.56     386.24       799.84     1,351.76
                 Vendor: Mongolia
- -----------------------------------------------------------------------------------------------------------------------------------
                 Acer Power 3200, P233 MMX 32 Mb
                 printer and I-14 Monitor
- -----------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                       320.16     541.12     1,120.67     1.893.88
                 Vendor: Mongolian Cashbook
                 Acer Power 6000, PII-266 MNz 64Mb
                 Printer
- -----------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                       282.72     477.76       989.47     1,672.24
                 Vendor: Mongolia Cashbook
                 I-21 Philips Monitor
- -----------------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                       357.28     603.75     1,480.00     2,501.25
                 Vendor : Mongolia Cashbook
                 Canon 3020
- -----------------------------------------------------------------------------------------------------------------------------------
                 SATELLITE PHONE                          552.30     933.31     2,287.94     3,866.69
                 Vendor: Mongolian Cashbook
                 Nera World Satellite Phone
- -----------------------------------------------------------------------------------------------------------------------------------
                 MAP CABINETS                             300.23     492.31     1,929.85     3,165.10   Barrie Bolton-Ulaanbaataar
                 Vendor: Capital Links Limited                                                          (was London ref: Kirby
                 2 Graphitheque Cabinets AC 1300B                                                       Johnson)
- -----------------------------------------------------------------------------------------------------------------------------------
                 MAP CABINET                              115.50     197.54       874.50     1,495.36
                 Vendor: GB Office Supplies Limited
                 Metalico Excel Vertical Planfile
                 Cabinet- MXLL/ AO170 A/T
- -----------------------------------------------------------------------------------------------------------------------------------
                 FIXTURES & FITTINGS                      148.30     241.80       741.70     1,208.90
                 Vendor: Animagination Ltd.
                 2 Layout tables
- -----------------------------------------------------------------------------------------------------------------------------------
                 FIELD EQUIPMENT                          134.52     227.34       672.58     1,136.66
                 Vendor: Mongolia Cashbook
                 Explorer Field Refridgerator
- -----------------------------------------------------------------------------------------------------------------------------------






- ----------------------------------------------------------------------------------------------------------------------------
                                                                                        
                 FIELD EQUIPMENT                    Dec-98      807.10   1,1364.00        36    22.42      37.89           6
                 Vendor: Mongolia Cashbook
                 Explorer Field Refridgerator
- ----------------------------------------------------------------------------------------------------------------------------
                 COMMERCIAL VEHICLE                 Mar-99      920.25    1,500.00        36    25.56      41.67           3
                 Vendor: Mongolia Cashbook
                 Bull Bar for Toyota LC VX-80
- ----------------------------------------------------------------------------------------------------------------------------
                 SUB TOTAL 07573150                         108,501.51  180,632.92  4,951.41           50,005.95   82,888.23
- ----------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 May-98    2,840.24    4,800.00     36.00    78.90     133.33          13
                 Vendor: Mongolia Cashbook
                 Satellite Phone
- ----------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 May-98    2,840.24    4,800.00     36.00    78.90     133.33          13
                 Vendor: Mongolia Cashbook
                 Satellite Phone
- ----------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 Oct-98    7,769.62   13,052.96        36   215.82     362.58           8
                 Vendor: Cravenplan Computers Ltd
                 HP Designjet 755CM AO Plotter-
                 L5,686.50
- ----------------------------------------------------------------------------------------------------------------------------
                 HP Superstore 24E External Dat
                 Drive-L857.33
                 Microtek Scanman 6400XL A3
                 Scanner-L956.24
                 Plasmon CDR 480E External SCSI
                 CD Writer-L249.55
                 Carriage-L20.00
- ----------------------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 Jan-99    2,831.42    4,785.10        36    78.65     132.92           5
                 Vendor: Cravenplan Computers Ltd.
                 Toshiba Tecra 8000 PII 300/64MB/
                 6GB/13.3 TFT-L2,475.90
                 3 com 10/100 Etherlink PC Card
                 3CCFE 575-BT-L93.51
                 2x3 Com 56K Global Modem PC Card
                 3CCM 156-UK-L242.01
                 Carriage-L20.00
- ----------------------------------------------------------------------------------------------------------------------------
                 SUB TOTAL 0757 3155                         16,281.52   27,438.06            452.27     762.16
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                        0.00    0.00          0         0.00
- ----------------------------------------------------------------------------------------------------------------------------
                 TOTAL N EUROPE & RUSSIA            #REF!     #REF!                   #REF!     #REF!                #REF!
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                        0.00    0.00          0         0.00
- ----------------------------------------------------------------------------------------------------------------------------
                 TOTAL N EUROPE & RUSSIA            #REF!     #REF!                   #REF!     #REF!                #REF!
- ----------------------------------------------------------------------------------------------------------------------------
                 GRAND TOTAL                        #REF!     #REF!                   #REF!     #REF!                #REF!
- ----------------------------------------------------------------------------------------------------------------------------


- -------------------------------------------------------------------------------------------------------------
                                                                            
                 FIELD EQUIPMENT                      134.52      227.34      672.58    1,136.66
                 Vendor: Mongolia Cashbook
                 Explorer Field Refridgerator
- -------------------------------------------------------------------------------------------------------------
                 COMMERCIAL VEHICLE                    76.68      125.01      843.57    1,374.99
                 Vendor: Mongolia Cashbook
                 Bull Bar for Toyota LC VX-80
- -------------------------------------------------------------------------------------------------------------
                 SUB TOTAL 07573150                58,495.56   97,744.69
- -------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 1,025.70    1,733.29    1,814.54    3,066.71  Jamsrandorj
                 Vendor: Mongolia Cashbook
                 Satellite Phone
- -------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 1,025.70    1,733.29    1,814.54    3,066.71  Sanjdorj
                 Vendor: Mongolia Cashbook
                 Satellite Phone
- -------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                 1,726.56    2,900.64    6,043.06   10,152.32
                 Vendor: Cravenplan Computers Ltd
                 HP Designjet 755CM AO Plotter-
                 L5,686.50
- -------------------------------------------------------------------------------------------------------------
                 HP Superstore 24E External Dat
                 Drive-L857.33
                 Microtek Scanman 6400XL A3
                 Scanner-L956.24
                 Plasmon CDR 480E External SCSI
                 CD Writer-L249.55
                 Carriage-L20.00
- -------------------------------------------------------------------------------------------------------------
                 COMPUTER EQUIPMENT                   393.25      664.60    2,438.17    4,120.50
                 Vendor: Cravenplan Computers Ltd.
                 Toshiba Tecra 8000 PII 300/64MB/
                 6GB/13.3 TFT-L2,475.90
                 3 com 10/100 Etherlink PC Card
                 3CCFE 575-BT-L93.51
                 2x3 Com 56K Global Modem PC Card
                 3CCM 156-UK-L242.01
                 Carriage-L20.00
- -------------------------------------------------------------------------------------------------------------
                 SUB TOTAL 0757 3155                4,171.21    7,031.82   12,110.31   20,406.24
- -------------------------------------------------------------------------------------------------------------
                                                        0.00        0.00        0.00
- -------------------------------------------------------------------------------------------------------------
                 TOTAL N EUROPE & RUSSIA               #REF!     #REF!       #REF!       #REF!
- -------------------------------------------------------------------------------------------------------------
                                                        0.00        0.00        0.00        0.00
- -------------------------------------------------------------------------------------------------------------
                 TOTAL N EUROPE & RUSSIA               #REF!     #REF!       #REF!       #REF!
- -------------------------------------------------------------------------------------------------------------
                 GRAND TOTAL                           #REF!     #REF!       #REF!       #REF!
- -------------------------------------------------------------------------------------------------------------


BHP Minerals International Exploration Inc.
London UK                                                              20-Apr-00


                                 CERTIFICATE OF

                          MINERAL EXPLORATION LICENSE

                                      #210

February 17, 1997                  Ulaanbaatar

On the basis of January 1, 1997 day's statement A-4 of the Minister of Trade &
Industry.

          Umnugobi        province (city)

          Khanbogd        subprovince (district)

          Oyu Tolgoi      location

   With co-ordinates of   1. 106degrees 30' - 42degrees 47'

                          2. 107degrees 00' - 43degrees 08' area with size of
                             1.350 sq. km

The right to explore the land is granted to

                               BHP MINERALS INTERNATIONAL

                               EXPLORATION INC. - CORPORATION'S MONGOLIAN BRANCH

and extended for 2 years period. The size of the exploration area is 135,987
hectare

Extension made by

   DIRECTOR                             S. Enkhtsay/Geology and Mining Cadastral

                June 21, 2000                   Ulaanbaatar

                                       1-1


                   MINERAL EXPLORATION 210 (1997-02-17) NUMBER

                               LICENSE CERTIFICATE

                                   APPENDIX #1

                          (Invalid without Certificate)

The granted area's size and changes to the license



                                       REGISTRATION    THE SIZE OF THE    THE SIZE OF THE
    THE REASONS OF THE CHANGES TO      NUMBER OF THE   SURRENDERED AREA   REMAINING AREA
#             THE LICENSE               APPLICATION       (HECTARE)          (HECTARE)
- -----------------------------------------------------------------------------------------
                                                                 
1.                                         X-066                              160000
                                                                            1997-08-08
2.  Second year's license fee was                                             112112
    paid                                                                    1998-09-29
    From 1998-10-01 to 1999-10-01
3.  Certain parts of the license was       107X             22,728            13,598
    returned                                                                1998-09-21

4.  Third year's license fee was paid         -                  -            135,987
                                                                            1999-09-21
5.  The license holder's name was             -                  -          1999-10-20
    changed to BHP Minerals
    International Exploration Inc.
    Corporation's Branch

6.  The license was extended for 2         82X                   -            135,987
    years until February 17, 2002 by                                        2000-06-21
    OGMC director's #259 decision

7.  The certain parts of the area was      196X            112,120            8,496
    returned                                                                2000-09-18

8.  Fourth year's license fee paid
    From 2000-10-01 to 2001-10-01

9.  Fifth year's license fee paid              -                 -             7485
    From 2001 - 10-01 to 2002-10-01                                         2991-09-20

10.  The license was extended for 2        223 X                 -             8496
     years until February 17, 2004 by                                       2002-01-10
     OGMC director's 2002 years
     decision # 06


                                       1-2



                   MINERAL EXPLORATION 210 (1997-02-17) NUMBER
                               LICENSE CERTIFICATE
                                  APPENDIX 2.1

                         (Invalid without Certificate)

The co-ordinate changes of the granted license area



#  THE REASONS FOR THE CO-ORDINATE CHANGES                              VALID CO-ORDINATES
- -------------------------------------------------------------------------------------------------------
                                                                            
1. 8,000 (eight thousand) US$ paid as a license fee       1.   106degrees 30'00"      43degrees 08'00"
   The payment taken into account from 1997-10-01         2.   107degrees 00'00"          43degrees
                                                          3.   107degrees 00'00"      42degrees 47'00"
                                                          4.         66X-1            42degrees 47'00"
                                                      Registered                  by Byambaa
                                                               degrees            degrees 1997-08-08

2. Second year's license fee was paid.                The co-ordinates of the license area are the same
   From 1998-10-01 to 1999-10-01                                           1998-09-29

3. Remaining area's coordinates                           1.   106degrees 30'00"    42degrees 50'00"
                                                          2.   106degrees 30'00"    43degrees 08'00"
                                                          3.   107degrees 00'00"    43degrees 08'00"
                                                          4.   107degrees 00'00"    42degrees 50'00"
                                                             1999-09-21            T. Delgermaa

4. Third year's license fee was paid                  The co-ordinates of the license area are the same
                                                                           1999-09-21

5. The license holder's name was changed to BHP                            1999-10-20
   Minerals International Exploration Inc.
   Corporation's Branch

6. The license was extended for 2 years until         The co-ordinates of the license area are the same
   February 17, 2002 by OGMC director's #259
   decision
                                                                           2000-06-21

7. The remaining area's co-ordinates                      1.   106degrees 47'30"    42degrees 58'30"
                                                          2.   106degrees 47'30"    43degrees 03'00"
                                                          3.   106degrees 47'30"    43degrees 03'00"
                                                          4.   106degrees 55'00"    42degrees 58'30"

8. Fourth year's license fee was paid                 The co-ordinates of the license area are the same
   From 2000-10-01 to 2001-10-01

9. Fifth year's license fee paid                      The co-ordinates of the license area are the same
   From 2001-10-01 to 2002-10-01                                           2001-09-20


                                      1-3



                   MINERAL EXPLORATION 210 (1997-02-17) NUMBER
                               LICENSE CERTIFICATE
                                  APPENDIX #2-2
                          (Invalid without Certificate)

The co-ordinate changes of the granted license area



#  THE REASONS FOR THE CO-ORDINATE CHANGES                        VALID CO-ORDINATES
- ----------------------------------------------------------------------------------------------------
                                               
1. The license was extended for 2 years until     The co-ordinates of the license area are the same.
   February 17, 2004 by OGMC director's 2002      2002-01-10
   years decision #06


                                       1-4



                                 CERTIFICATE OF

                           MINERAL EXPLORATION LICENSE

                                     #66X-1

On the basis of Article 14 of the Minerals Law of Mongolia, from Geology and

Cadastral Office

          Umnugobi           province (city)

          Khanbogd           subprovince (district)

          Manakht            location

      4537                   hectares contained within the exploration area and
                             permitted by this license in
accordance with the conditions & principles of the Minerals Law of Mongolia

    21/457                    number of certificate/passport of

                  BHP MINERALS INTERNATIONAL

                  EXPLORATION INC. - CORPORATION'S BRANCH

                                      FOR

    3   years period

    This certificate has an appendix where any alterations will be recorded, and
    without this appendix the certificate is invalid.

    OFFICE OF GEOLOGY AND MINING CASASTRAL

    OF THE MINERAL RESOURCE AUTHORITY OF MONGOLIA

    DIRECTOR                        S. Enkhtsay

    February 17, 1997               Ulaanbaatar

                                       1-5



              MINERAL EXPLORATION 66X-1 NUMBER LICENSE CERTIFICATE

                                   APPENDIX #1

                           (valid without Certificate)

                                   the license


                                      REGISTRATION   THE SIZE OF THE   THE SIZE OF THE
#  THE REASONS OF THE CHANGES TO      NUMBER OF THE  SURRENDERED AREA  REMAINING AREA
           THE LICENSE                 APPLICATION      (HECTARE)         (HECTARE)
- --------------------------------------------------------------------------------------
                                                              
1. X-66 (210) license area was            196X                -              4537
   returned.                                                              2000-09-18
   The date when the license was
   first granted
   1997-02-17

2. Fourth year's license fee paid            -                -              4537
                                                                          2000-09-21

3. Fifth year's license fee paid             -                -              4537
                                                                          1001-09-20

4. The license was extended for 2         224X                -              4537
   years until February 17, 2004 by                                       2002-01-10
   OGMC
   director's 2002 years
   decision # 06


                                       1-6



              MINERAL EXPLORATION 66X-1 NUMBER LICENSE CERTIFICATE
                                   APPENDIX #2
                          (Invalid without Certificate)

The co-ordinate changes of the granted license area



#  THE REASONS FOR THE CO-ORDINATE CHANGES                         VALID CO-ORDINATES
- -----------------------------------------------------------------------------------------------
                                                    
1. The co-ordinates of the remaining area              1.  106degrees 38'00"    42degrees 54'00"
                                                       2.  106degrees 38'00"    42degrees 57'00"
                                                       3.  106degrees 44'00"    43degrees 00'00"
                                                       4.  106degrees 44'00"    42degrees 54'00"
                                                       2000-09-18              Kh. Dagvadorj

2. Fourth year's license fee was paid.                 The co-ordinates of the license area are the same.
   From 2000-10-01 to 2001-10-01                                        2000-09-21

3. Fifth year's license fee was paid.                  The co-ordinates of the license area are the same.
   From 2001-10-01 to 2002-10-01                                        2001-09-20

4. The license was extended for 2 years until          The co-ordinates of the license area are the same
   February 17, 2004 by OGMC director's 2002                            2002-01-10
   years decision #06


                                      1-7



                                 CERTIFICATE OF

                           MINERAL EXPLORATION LICENSE

                                     #66X-2

On the basis of Article 14 of the Minerals Law of Mongolia, from Geology and
Cadastral Office

        Umnugobi            province (city)

        Khanbogd            subprovince (district)

        Manakht             location

   1764     hectares contained within the exploration area and permitted by this
            license in accordance with the conditions & principles of the
            Minerals Law of Mongolia

   21/457                             number of certificate/passport of

                   BHP MINERALS INTERNATIONAL

                   EXPLORATION INC. - CORPORATION'S BRANCH

                                      FOR

 3   years period

This certificate has an appendix where any alterations will be recorded, and
without this appendix the certificate is invalid.

 OFFICE OF GEOLOGY AND MINING CASASTRAL

 OF THE MINERAL RESOURCE AUTHORITY OF MONGOLIA

 DIRECTOR                    S. Enkhtsay

                                       1-8



                   MINERAL EXPLORATION 210 (1997-02-17) NUMBER
                               LICENSE CERTIFICATE
                                   APPENDIX #1
                          (Invalid without Certificate)

The granted area's size and changes to the license



                                                      THE SIZE OF THE      THE SIZE OF THE
#   THE REASONS FOR THE       REGISTRATION NUMBER     SURRENDERED AREA     REMAINING AREA
   CHANGES TO THE LICENSE     OF THE APPLICATION          (HECTARE)           (HECTARE)
- ------------------------------------------------------------------------------------------
                                                                  
1. X-66 (210) license area           196X                     -                    1764
   was returned.                                                             2000-09-18
   The date when the
   license was first granted
   1997-02-17

2. Fourth year's license                -                     -                    1764
   fee paid                                                                  2000-09-21

3. Fifth year's license fee             -                     -                    1764
   paid                                                                      2001-09-20

4. The license was                  225 X                     -                    1764
   extended for 2 years                                                      2002-01-10
   until February 17, 2004
   by OGMC director's
   2002 years decision #06


                                       1-9



              MINERAL EXPLORATION 66X-2 NUMBER LICENSE CERTIFICATE
                                   APPENDIX #2
                          (Invalid without Certificate)

The granted area's size and changes to the license



#  THE REASONS FOR THE CO-ORDINATE CHANGES              VALID CO-ORDINATES
- ---------------------------------------------------------------------------------------------
                                                
1. The co-ordinates of the remaining area          1.   106degrees 51'30"    42degrees 55'30"
                                                   2.   106degrees 51'30"    42degrees 57'30"
                                                   3.   106degrees 51'30"    42degrees 57'30"
                                                   4.   106degrees 55'00"    42degrees 55'30"

                                                        2000-09-28
                                                        K. H. Dagvarlorj

2. Fourth year's license fee was paid.             The co-ordinates of the license area
   From 2000-10-01 to 2001-10-01                   are the same
                                                   2000-09-21

3. Fifth year's license fee was paid               The co-ordinates of the license area
   From 2001-10-01 to 2002-10-01                   are the same.
                                                   2001-09-20

4. The license was extended for 2 years until      The co-ordinates of the license area
   February 17, 2004 by OGMC director's 2002       are the same
   years decision # 06                             2002-02-10


                                      1-10



                                 CERTIFICATE OF

                           MINERAL EXPLORATION LICENSE

                                     #66X-3

On the basis of Article 14 of the Minerals Law of Mongolia, from geologyand
Cadastral Office

          Umnugobi            province (city)

          Khanbogd            subprovince (district)

          UlaanUul            location

      9070     hectares contained within the exploration area and permitted
               by this license in accordance with the conditions & principles of
               the Mineral Law of Mongolia

               21/457                   number certificate/passport of

                               BHP MINERALS INTERNATIONAL

                               EXPLORATION INC. - CORPORATION'S MONGOLIAN BRANCH

               3                   years period.

This certificate has an appendix where any alterations will be recorded, and
without this appendix the certificate is invalid.

                     OFFICE OF GEOLOGY AND MINING CADASTRAL

                 OF THE MINERAL RESOURCE AUTHORITY OF MONGOLIA

     DIRECTOR                          S. Enkhtsay

February 17, 1997                      Ulaanbaatar

                                      1-11



              MINERAL EXPLORATION #66X-3 NUMBER LICENSE CERTIFICATE

                                   APPENDIX #1

                          (Invalid without Certificate)

The granted area's size and changes to the license



                                      REGISTRATION    THE SIZE OF THE    THE SIZE OF THE
#  THE REASONS OF THE CHANGES TO      NUMBER OF THE   SURRENDERED AREA   REMAINING AREA
            THE LICENSE                APPLICATION        (HECTARE)        (HECTARE)
- ----------------------------------------------------------------------------------------
                                                                
1. X-66 (210) license area was            196X               -                9070
   returned.
   The date when the license was                                           2000-09-18
   first granted
   1997-02-17

2. Fourth year's license fee payment         -               -                9070
                                                                           2000-09-21
3. Fifth year's license fee payment          -               -                9070
                                                                           2000-09-20
4. The license was extended for 2         226X               -                9070
   years until February 17, 2004 by                                        2002-01-10
   OGMC director's 2002 years
   decision #06


                                      1-12



              MINERAL EXPLORATION 66X-3 NUMBER LICENSE CERTIFICATE
                                   APPENDIX #2
                          (Invalid without Certificate)

The co-ordinate changes of the granted license area



#  THE REASONS FOR THE CO-ORDINATE CHANGES                        VALID CO-ORDINATES
- ---------------------------------------------------------------------------------------------------
                                              
1. The co-ordinates of the remaining area             1.    106degrees 30'00"   42degrees 54'00"
                                                      2.    106degrees 30'00"   43degrees 00'00"
                                                      3.    106degrees 36'00"   43degrees 00'00"
                                                      4.    106degrees 36'00    43degrees 54'00"

                                                 2000-09-18                   Kh. Dagvadorj
                                                 degrees

2. Fourth year's license fee was paid.           The co-ordinates of the license area are the same.
   From 2000-10-01 to 2001-10-01                                     2000-09-21

3. Fifth year's license fee was paid.            The co-ordinates of the license area are the same.
   From 2001-10-01 to 2002-10-01                                     2001-09-20

4. The license was extended for 2 years until    The co-ordinates of the license area are the same.
   February 17, 2004 by OGMC director's 2002                         2002-01-10
   years decision #06


                                      1-13



                                 CERTIFICATE OF
                          MINERAL EXPLORATION LICENSE
                                    #3677 X

On the basis of Article 14 of the Minerals Law of Mongolia, from geology and
Cadastral Office

          Umnugobi                  province (city)

          Khanbogd                  subprovince (district)

          Jaukhlant Uul             location

     109145   hectares contained within the exploration area and permitted by
              this license in accordance with the conditions & principles of the
              Minerals Law of Mongolia

        21/1380                number certificate/passport of

                        IVANHOE MINES MONGOLIA INC. CO. LTD.
                        for

           3            years period.

This certificate has an appendix where any alterations will be recoded, and
without this appendix the certificate is invalid.

                     OFFICE OF GEOLOGY AND MINING CADASTRAL

                 OF THE MINERAL RESOURCE AUTHORITY OF MONGOLIA

     DIRECTOR                  Kh. Kherlen

 September 10, 2001            Ulaanbaatar

                                      1-14



              MINERAL EXPLORATION 3677X NUMBER LICENSE CERTIFICATE
                                   APPENDIX #1

                          (Invalid without Certificate)

The granted area's size and changes to the license



                                                                                  THE SIZE OF
                                                               THE SIZE OF THE   THE REMAINING
#  THE REASONS OF THE CHANGES TO   REGISTRATION NUMBER OF THE  SURRENDERED AREA       AREA
           THE LICENSE                    APPLICATION             (HECTARE)        (HECTARE)
- ----------------------------------------------------------------------------------------------
                                                                        
1. First granted                           4616X                                     109145
                                                                                   2001-09-10


                                      1-15


              MINERAL EXPLORATION 3677X NUMBER LICENSE CERTIFICATE
                                   APPENDIX #2
                          (Invalid without Certificate)

The co-ordinate changes of the granted license area



#           THE REASONS FOR CO-ORDINATE CHANGES                               VALID CO-ORDINATES
- ----------------------------------------------------------------------------------------------------------------
                                                                                      
1.      The first co-ordinates of the area               1.     106 degrees 30'00"             42 degrees 54'00"
                                                         2.     106 degrees 30'00"             42 degrees 54'00"
                                                         3.     106 degrees 36'00"             42 degrees 55'30"
                                                         4.     106 degrees 38'00              42 degrees 55'30"
                                                         5.     106 degrees 38'00"             42 degrees 54'00"
                                                         6.     106 degrees 44'00"             42 degrees 54'00"
                                                         7.     106 degrees 44'00"             42 degrees 55'30"
                                                         8.     107 degrees 00'00"             42 degrees 55'30"
                                                         9.     107 degrees 00'00"             43 degrees 08'00"
                                                         10.    107 degrees 05'00"             43 degrees 08'00"
                                                         11.    107 degrees 05'00"             43 degrees 04'00"
                                                         12.    107 degrees 02'00"             43 degrees 04'00"
                                                         13.    107 degrees 02'00"             43 degrees 00'00"
                                                         14.    107 degrees 06'00"             43 degrees 00'00"
                                                         15.    107 degrees 06'00"             42 degrees 44'30"
                                                         16.    107 degrees 30'00"             42 degrees 44'30"

                                                                   2001-09-10                     D. Gerelgua


                                      1-16



                              MONGOLIAN MINING LAW

1.61     OVERVIEW

The Mineral Resources Authority of Mongolia (MRAM) carries out the functions of
administering mining and mineral related functions for the Government. It is an
arm of the Ministry of Agriculture and Industry.

A new Minerals Law for Mongolia was proclaimed on 1 July 1997. It was
specifically promulgated and announced at a World Bank sponsored Investors
Conference at that time. It provides that all minerals are the property of the
state and that the State shall issue exploration and mining licences.

The Law replaced one that was enacted in 1994. The previous Law had been
produced locally with the help of overseas experts and an Aid programme. It is
understood that it was an United States orientated Law with a bias towards
environmental matters.

The new Mining Law was the result of a World Bank funded study by a Canadian
lawyer and two US experts. As a result, the law resembles some Canadian
provinces' mining laws. On speaking to the Canadian lawyer, he indicated that
Western Australia's Mining Act was also referred to in their deliberations. It
does not contain matters alien to anybody who has been involved in the Western
Australian Mining Act.

1.62     COMMENTS ON THE MINING LAW AND PROCEDURES

The following comments are based on the author's experience and observations. No
guarantee can be given to their accuracy, but they are the result of 20 months
of observation of the Mongolian system and society.

The workings of the Law seem to be honestly based, with no evidence of
corruption. Many "examples" brought to my attention over a period have been
proved to be hyperbole and plainly wrong.

The main problems to date seemed to have stemmed from the large number of small
Mining Licences (in existence before the current law) that have had to be
documented and bought into the new law. The licenses cover placer deposits,
generally follow river valleys and are complex shapes and of uncertain actual
position.

                                       1-1



The problem of "single ownership only" is overcome by foreign companies by
either having good international standard agreements with the original holder,
or transferring them to their own name. BHP and most international companies
favour the latter, and Rio Tinto have utilised the former method.

October, 1998 will see a large amount of ground become vacant, as the first year
of many Exploration Licenses is completed and the rental charge doubles.
Mongolian companies that rushed to peg large tracts a year ago will either have
to Joint Venture or cut down their holdings to be able to afford to keep them.
The registration system will be strained over this period.

1.63     THE MONGOLIAN MINISTRY OF AGRICULTURE AND INDUSTRY IN THE CONTEXT OF
         MINING MANAGEMENT.

The Mineral Resource Authority of Mongolia (MRAM) is divided into three main
work areas viz, the Geological Office, the Mining Office and the Office of
Geological and Mining Cadastre (OGMC). The Authority is responsible for the
operation and regulation of the entire mining sector in Mongolia. The MRAM
operated from Ulaanbaatar and has no regional centres.

                                       1-2



                                STATE SECRETARY
                          Ministry of Agriculture and
                                    Industry
                                 Mr. B. Zrikkan

                                      HEAD
                           Mineral Resource Authority
                                   of Mongolia
                              Mr. D. Jargalsaikhan

    DIRECTOR                        DIRECTOR                        DIRECTOR
  Mining Office             Office of Geological and           Office of Geology
Mr. T. S. Enkhbold                Mining Cadaster                 Mr. O. Chuluun

LICENSE REGISTRY TEAM         CARTOGRAPHIC REGISTRY              TECHNICAL UNIT
     x 2 staff                        TEAM                          x 2 staff
                               x 4 permanent staff
                               x 3 temporary staff

1.64     MINING LEGISLATIVE FRAMEWORK

The following are the main features of the mining Law:

         -        A first come first serve principle applies

         -        An individual or legal entity may prospect without a license,
                  however, notification to the OGMC and local administrate body
                  must be given.

         -        Exploration Licenses (exploration activities) and Mining
                  Licenses (productive and developmental mining) are the only
                  two tenure types issued in Mongolia.

         -        Exploration Licenses can be issued to an individual or legal
                  entity for a three-year period with provision to be renewed
                  for two 2-year periods. Maximum area is 400,000 hectares.

         -        Mining Licences can only be issued to a legal entity formed
                  and operating under Mongolian law for a sixty (60) year period
                  with provision to be renewed for a further period of 40 years.

         -        Licenses may only be granted to one person and guarantees
                  exclusive mining rights. Licenses can be transferred and
                  pledged (mortgaged) without restrictions.

         -        The head of the OGMC shall within ten days after receiving a
                  license application notify the applicant as to whether the
                  application can succeed and where appropriate receive a
                  license fee (rent) and issue license certificate.

                                       1-3



         -        No expenditure obligations are applicable, however an annual
                  license (rental) fee is applicable as well as annual reports
                  on work carried out and environmental protection reports.

         -        A 30% maximum corporate tax applies (began in 1998).

         -        A royalty of 2.5% of sales value for all minerals applies.

         -        A stability agreement can be made between the Government and a
                  licensee providing for a stable tax regime throughout the term
                  of the agreement.

         -        The following classifications of land are not open for license
                  applications:

                     i. Reserved Areas - to bring order and accuracy to the
                     license register or to resolve boundary disputes the
                     authority may establish a reserved area for up to three (3)
                     years.

                     ii. Special Needs Lands - created under the Land law for
                     purposes normally associated with
                     environmental/conservation requirements; in the event an
                     existing license is affected the State has an obligation to
                     compensate the licensee; and

                     iii. an area subject to a valid license.

1.65     REGULATORY AND POLICY ISSUES

SCHEDULE OF FORMS

Some eleven forms are in existence which facilitates the lodgement of
applications for exploration and mining licenses, extensions, transfers and
surrenders of titles. In some instances, additional forms exist for the purpose
of supplying more detailed information relating to applicants, e.g. address in
Mongolia, director details and tax information.

SCHEDULE OF FEES

Some nine provisions exist for payment of fees relating to applications for
various matters, e.g. license applications, pledge applications, transfer
applications, boundary disputes, etc.

The schedule of fees are separated into two categories viz. Exploration Licenses
or Mining Licenses. The applicable fees for exploration licenses are dependent
upon the nationality of the applicant as rates differ for Mongolian entities to
foreign entities whereas mining license fees are the same for both.

                                       1-4



LICENSE REGISTER

The license register comprises various sub-components and is not a single
register system. Each time a license is issued, details are recorded in a
subsidiary register that only has provision for endorsement of information up
until the time of grant.

CARTOGRAPHIC REGISTER

All applications and granted licenses are shown on 1:100,000 working
transparencies.

There is an arrangement with a private company to provide computer generated
digital data. This is generally up to two months out of date, but is readily
available.

The OGMC has plans to introduce a graphic-based digital system, similar to the
Western Australian Tengraph system, and is proceeding slowly in that direction.

Topographic maps at the same scale prepared some 20 years ago are used
separately by cartographic officers to verify/clarify the applicants' intention
to apply for specific land.

LICENSE APPLICATION PROCESS

Specific times and days are set aside by OGMC for viewing public plans and
lodging documents (usually Fridays p.m.).

Monies for fees are to be submitted to the OGMC account number at the State
central treasury and documentation submitted to the OGMC should be accompanied
by a bank receipt (proof of payment).

Annual license fees (rental) are only payable if license application is granted
and must be paid within 10 days of receiving notice of intended grant. Fees are:



  EXPLORATION LICENSE                       MINING LICENSE
  -------------------                       --------------
YEARS                                  YEARS
- -----                                  -----
                                         
 1      US$0.05/nectare                 1-3       US$5.00/hectare

2-3     US$0.10/hectare                 4-5       US$7.50/hectare

4-5     US$1.00/hectare                6-100      US$10.00/hectare

6-7     US$1.50/hectare


                                       1-5



All notification letters from OBMC are hand delivered to addresses in Mongolia
(letter boxes do not exist and only limited post boxes are utilised).

Notification of grant of an exploration licence will occur within ten working
days following registration and for a mining license twenty working days.

LICENSE TRANSFER PROCESS:

Licenses can be transferred as a result of agreements or through legal processes
such as inheritance, merger or bankruptcy.

If a partial transfer is applied for the land being transferred will become the
subject of a freshly issued license to the transferee. The retained and
transferred coordinates are to be shown in the application for transfer so that
license certificates can be appropriately endorsed.

The transfer is effective on its recording which is done within 15 days from
lodgment providing no defects exists.

A transfer by pledgee is subjected to this same process however, additional
documents are to be submitted in accordance with Article 43(2).

PLEDGE PROCESS

To provide security for the financing of investments license holders may pledge
(mortgage) their licenses by civil law.

The pledge agreement becomes effective upon its recording. The same procedure
for recording is used as provided for with transfers.

The license certificate is held by the lending party (pledgee) with all
transfers being prevented unless the pledgee authorized in writing.

                                       1-6




DISCHARGE OF PLEDGE

The discharge of pledge is recorded and the License Certificate suitably
endorsed and returned to the license holder.

LICENSE SURRENDER PROCESS

Surrenders may be lodged in whole or in part. The description used in a partial
surrender must conform with normal statutory requirements concerning shape
(Articles 13 and 17 refer).

A 'cooling off' period of two years exists whereby the previous license holder
cannot reapply for the same ground after lodging a surrender.

A surrender is recorded on the date the license register is endorsed, which
should occur promptly after receipt of an application for a surrender.

                                       1-7


                                                                    1-1

                                                      International Trade Centre
Law Offices                                                            Suite 500
LYNCH, IDESH & MAHONEY                                          Baga Toiruu 37 B
                                                         Mail Central PO Box 348
                                                         Ulaanbaatar 13 Mongolia

                                                            Phone 976.11.325.344
                                                              Fax 976.11.325.358

                                                      URL http://mongolialaw.com

                                             Writer's mobile phone 976.9911.5298
                                                Email mongolialaw@magicnet.mn or
                                                          lynch @mongolialaw.com

To: Ivanhoe Mines Ltd
    Ed Rochette

From: Lynch, Idesh & Mahoney

Date: 22 October 2001

Subj: BHP Exploration Licenses - Title Report

You have asked us to furnish you with a title report concerning the minerals
exploration license (the Original License) that is the subject of the Earnln
Agreement dated 5 May 2000 between Ivanhoe Mines Ltd, a corporation organized
under the laws of the Yukon territory, Canada (Ivanhoe), and BHP Minerals
International Exploration Inc, a corporation organized under the laws of
Delaware, USA (BHP). More specifically, you have asked us to advise you as to
the status of the Original License and three other licenses (the Other Licenses)
within the area covered by the Original License (the Original License Area)
issued to BHP following BHP's relinquishment of certain portions of the Original
License. You have also asked us to advise you as to procedures for transferring
the Original License and Other Licenses (as well as licenses that may hereafter
be issued to BHP covering areas within the Original License Area) from BHP to
Ivanhoe pursuant to the Earnln Agreement and any amendments to the Earnln
Agreement.

SECTION 1 THE ORIGINAL LICENSE

The Original License (number 210) was issued to "the Mongolian Branch of BHP
Minerals, a USA company" by the Minister of Agriculture and Industry of Mongolia
(MAI) on 17 February 1997 based on Order A-4 of the MAI dated 7 January 1997. A
copy



                                                                             2-2

of the Original License (and an English translation), showing endorsements
through 21 September 2000, is attached hereto as Exhibit A.

The face of the Original License states that the Original License Area covered
an area of 1,350 square kilometres (sq km) or 135,000 hectares.

Following the effective date of the present Minerals Law of Mongolia (MLM) on 1
July 1997, and pursuant to the requirements of the Law on Implementation of the
MLM that became effective on that same date, BHP re-registered the Original
License on 8 August 1997. As of that date the license number of the Original
License was changed to 66X. The size of the Original License Area was shown on
the first endorsement page of the Original License as 160,000 hectares.

Effective as of 21 September 1999, the first endorsement page of the Original
License certificate shows that BHP relinquished 22,728 hectares from the
Original License Area and that the balance of hectares remaining was 13,598. It
appears that this was a mistake. The next entry on the first endorsement page
(also dated 21 September 1999) concerning renewal of the license shows the
balance as 135,987 hectares.

On 21 June 2000 the Original License was extended for a term of two years to 17
February 2002. Note that the term of the license was deemed to have commenced on
the date the Original License was issued, not the 8 August 1997 date that the
license was re-registered.

On 18 September 2000, BHP relinquished an additional 112,120 hectares from the
Original License, leaving a balance of 8,496 hectares.

SECTION 2 THE BRANCH VS SUBSIDIARY ISSUE

For home jurisdiction tax reasons, and in accordance with the normal practice of
many mining companies with international operations, BHP initially sought to
establish two branch offices in Mongolia to hold its exploration licenses.
Neither the then Board of Foreign Investment (now known as the Foreign
Investment and Foreign Trade Agency (FIFTA)) nor the State Registration
Authority (SRA) understood the distinction between a branch and a subsidiary and
they each issued certificates evidencing the establishment of BHP Minerals
International Exploration Inc (the Delaware corporation) as a Mongolian limited
liability company (XXK) with foreign investment from the USA.

In the fall of 1999, following a period of about nine months of discussions and
negotiations, FIFTA and the SRA issued certificates evidencing the termination
of the status of the two BHP entities in Mongolia as XXKs and the recognition of
each such entity as a BHP branch, retroactive to the dates of their respective
establishments. In the case of BHP Minerals International Exploration Inc, that
date was 11 January 1997.



                                                                             3-3

On 20 October 1999 the Original License was endorsed to show the change of name
of the license holder from "the Mongolian Branch of BHP Minerals, a USA company"
to "a Branch of BHP Minerals International Exploration Inc Corporation". The
change was made retroactive to 11 January 1997. For purposes of our title
report, we are assuming that this change involved a clarification, not a
transfer of ownership, and that the two names refer to the same entity.

SECTION 3 THE OTHER LICENSES

The Other Licenses are evidenced by certificates issued by the Head of the
Office of Geology and Mining Cadastre (OGMC) of the Mineral Resources Authority
of Mongolia (MRAM) to reflect areas within the Original License Area remaining
after the relinquishment of parts of the Original License on 18 September 2000.
We do not have any document evidencing the issuance of anew license to BHP
following relinquishment of the 22,728 hectares on 21 September 1999. Copies of
each of the three Other Licenses (and English translations), showing
endorsements through 21 September 2000, are attached hereto as Exhibits B, C and
D, respectively.

The following table shows certain information concerning the Original License
and the Other Licenses.



LICENSE     DATE (A)      HECTARES    HECTARES
                        RELINQUISHED  REMAINING
                              
66X       17 Feb 1997                  158,715 (B)
          21 Sep 1999      22,728      135,987
          18 Sep 2000     112,120        8,496
66X-1     18 Sep 2000                    4,537
66X-2     18 Sep 2000                    1,764
66X-3     18 Sep 2000                    9,070


- ------------------

    (A) All dates, other than the date of the Original License (17 February
        1997), are relinquishment dates. The effective date of each of the Other
        Licenses is 17 February 1997.



                                                                             4-4

    (B) This figure is fictitious and was arrived at by working backwards from
        the figure of 135,987 and adding in the 22,728 hectares that were
        relinquished on 21 September 1999. The Original License shows on the
        face of the certificate that the License Area was 1,350 sq km or 135,000
        hectares. The License Area figure shown in item 1 on the first
        endorsement of the Original License is 160,000 hectares. We cannot
        account for these anomalies. We have been advised by Doug McGay that the
        135,987 hectare figure shown in item 4 of the first endorsement page of
        the Original License as of 21 September 1999 is the benchmark figure he
        is using. All subsequent entries showing relinquishment of parts of the
        Original License Area, and the parts remaining following such
        relinquishment (including the areas shown for the Other Licenses), are
        consistent with this figure.

SECTION 4 SUMMARY

We have not checked the coordinates of the Original License or the Other License
for accuracy.

On 19 October 2001 we examined the Original License and Other License records on
file at the Cadastre Office. This examination disclosed that, as of that date,
neither the Original License nor any of the Other Licenses had any recorded
liens or encumbrances. Our examination also disclosed that the applicable
license fees with respect to each of the Original License and Other Licenses for
the period 1 October 2001 through 1 October 2002 were paid on 20 September 2001.

THE EARN-IN AGREEMENT

For purposes of this report, we will assume that Ivanhoe has earned its
participating interest in the Original License and Other Licenses in accordance
with Section 2.1 of the Earn-In Agreement and that BHP is obligated to transfer
these licenses to Ivanhoe. The Original License and the Other Licenses will
hereinafter be referred to collectively as the Licenses.

The Earn-In Agreement is silent regarding assignments. Thus assignments are
neither specifically authorized nor prohibited. The laws governing the Earn-In
Agreement are the laws of British Columbia. We do not know the extent to which
such laws would affect Ivanhoe's assignment rights. Thus BHP may take the
position that the transfers may only be made to Ivanhoe Mines Limited. On the
other hand BHP may have no problem with agreeing to the transfer being made to
an Ivanhoe subsidiary (or even to some other entity). We are assuming that
Ivanhoe wishes to have the Licenses transferred to Ivanhoe Mines Mongolia Inc
XXK (Ivanhoe Mongolia).



                                                                             4-5

TRANSFER PROCEDURES AND REQUIREMENTS

The Licenses may be transferred pursuant to the terms of the Earn-ln Agreement
or BHP and Ivanhoe may enter into a separate agreement with respect to the
transfer of the Licenses. Since the relevant agreement must be filed with the
OGMC, the parties may prefer to use a separate agreement so as not to make the
Earn-In Agreement a matter of public record.

Either BHP or Ivanhoe Mongolia may file an application with the OGMC to record
the transfer of the Licenses and the transfer will become effective as of the
date and time of recording of the transfer with the OGMC.

The application for transfer must be in a form approved by the OGMC, must
contain the following information, and must be accompanied by the following
documents:

    -   The License number, date of issuance, and the name of the License holder
        as indicated in the records of the OGMC.

    -   A copy of the transfer agreement (presumably a signed copy although the
        law is not specific in this regard).

    -   A document evidencing Ivanhoe Mongolia's eligibility to hold the
        transferred Licenses in accordance with Article 1.1 of the Minerals Law
        of Mongolia (MLM), i.e. evidence that Ivanhoe Mongolia has been duly
        organized as a limited liability company under the laws of Mongolia.
        Although it is not specifically required, we suggest that the document
        should also state that Ivanhoe Mongolia is currently in good standing as
        a limited liability company.

    -   A document confirming Ivanhoe Mongolia's acceptance of all rights [sic]
        and obligations under the Licenses.

    -   Evidence of payment of the applicable processing fee (20,000 Mongolian
        Togrogs with respect to each license). The fee is deposited in the MRAM
        account at the Trade & Development Bank. The bank then issues a receipt
        as evidence of payment.

The Head of the OGMC must notify the applicant of acceptance or rejection of the
application for transfer within 15 business days following receipt of the
application.

Following the recording of the transfer of the Licenses, the relevant
authorities will publish a notice of the transfer.

/s/ Lynch, Idesh & Mahoney



                          Ivanhoe Mines (Mongolia) Inc.
                              3rd Floor, Building 8
                           Ikh Zasag Chu[ILLEGIBLE]
                              Sukhbeatar District
                             Ulaanbaatar, Mongolia
              Phone [978] 11-310-785-312-179 Fax (978) 11-312-337
              Email: [ILLEGIBLE]

October 1st 2001

Serger A, Diakov
Asian Geoctative Search Group Leader
BHP World Exploration Inc.
1400-1111 West Gorgia Street.
Vancouver. B.C., Canada
Voc-4M3

         Re:      Central Oyu Boundary
Dear Sergei,

Attached please find a map showing the boundary of Central Oyu per the Ivanhoe
Mines BHP Agreement on Oyu Tolgoi and our discussions of October 1st, 2001. The
boundary is defined by Northings 4763595N (BHP Line 4+00S) and 4764395N (BHP
Line 4+00N) and Eastings 650526E (BHP Line 5+00W) and 651626E (BHP Line 6+00E)
The easting and northing coordinates are based upon preliminary GPS survey data
converting the BHP coordinates into UTM coordinates using a WGS84 projection.
The GPS survey has been redone in the past 6 weeks using survey quality
instruments hence new coordinates will be issued for the BHP lines. However, us
the BHP lines are physically marked in the field we will define the boundary
based on these lines assigning GPS based, UTM coordinates to them at a later
date.

If this meets with your approval, please acknowledge by signature one copy of
the attached map and this covering letter and return to Ivanhoe Mines Ltd.
Attention Beverly Barlett, per the attached card.

Sincerly

Charles N. Forster, P. Geo,

Acknowledged and Accepted;

Sergel A. Dlakov
BHP World Exploration Inc.    Date



[MAP SHOWING THE BOUNDARY OF CENTRAL OYU PER THE IVANHOE MINES]



Supplemental Title Report
Page 4-1 of 56

Law Offices

LYNCH, IDESH & MAHONEY

                                                      International Trade Centre
                                                                       Suite 500
                                                                Baga Toiruu 37 B
                                                                 Mail PO Box 279
                                                           Ulaanbaatar, Mongolia
                                                                        210646-A

                                                           Phone 976.11.325.344
                                                           Fax 976.11.325.358

                                                      URL http://mongolialaw.com

                                             Writer's mobile phone 976.9911.5298
                                             Email mongolialaw@magicnet.mn or
                                                           lynch@mongolialaw.com

         To:      Steve Roberstson David
                  Redford Goodmans

         Copy to:    Beverly Bartlett
                Ed Rochette
                Ivanhoe Mines Limited

         From:       Maury Lynch
                Lynch, Idesh & Mahoney

         Date:       5 February 2002

         Subj:       Supplement to Mongolia Properties Title Report
                     dated 22 October 2001

         We refer to the Counsel Questionnaire attached to Beverly Bartlett's
         email of January 18th and to our title report dated 22 October 2001.
         Following are the questions presented in the Counsel Questionnaire and
         our responses. We have broken down some of the questions into two or
         more parts and numbered all of the questions sequentially.

                                     PREFACE

         Since 1990 Mongolia has been in transition from state socialism and a
         planned economy to political democracy and a free market economy. Much
         progress has been made in this transition - but Mongolia still has a
         long way to go, particularly with respect to the rule of law. There are
         many laws on the books, but in many instances they are neither
         understood nor enforced. For decades Mongolians have looked to the
         Minister (and his clerks) as the sources of the "law". This has changed
         on paper- but often not in practice.



Supplemental Title Report
Page 4-2 of 57

With respect to most day-to-day activities, the apparatchiksare the law. This
situation is gradually changing- but at a slow, evolutionary pace.

We have separated our report into two parts. The first part (this report) covers
matters that are basically governed by the Minerals Law of Mongolia (MLM) that
was enacted in 1997. The second part concerns water and surface rights. These
issues are addressed in the MLM to some extent, but other laws must also be
taken into account.

The MLM was drafted by a team headed by a US lawyer, John Williams, with funding
provided by the World Bank. The Mongolian side was represented by
D Jargalsaikhan, a very able government official who was then (and still is)
Head of the Minerals Resources Authority of Mongolia (MRAM). With
Jargalsaikhan's guiding hand, John's text was shepherded through the Mongolian
Parliament without being torn to shreds by the MPs representing various interest
groups. The result is what we consider to be the best law on the books in
Mongolia. It is logical and internally consistent (a rare instance in Mongolian
laws) and reflects policies that have worked well in Chile and other South
American countries.

But the MLM is now under siege. Last year, the apparatchiks at the Ministry of
Industry and Trade (MIT - the Ministry to which the MRAM reports), operating in
the closet with no input from the private sector, proposed amendments to the MLM
that would have been counter-productive, to say the least. The American
Mongolian Business Group (AMBG) and the Mongolian National Mining Association
(MNMA), with significant financial support from Ivanhoe, sponsored a conference
in August to consider the advisability of amending the MLM, with specific
reference to the proposed MIT amendments. John Williams was the principal
speaker. John's basic theme was that the MLM was generally regarded as one of
the best (if not the best) minerals law in Asia and that it would be
counter-productive to adopt the amendments proposed by the MIT. As a result of
the conference, which was attended by many government officials and MPs, the
proposed amendments were shelved.

Last week, a new set of MIT proposed amendments emerged. We are in the process
of translating them.

The MLM has been amended three times. The changes were largely technical and,
with one exception, relatively minor. The exception concerns royalty payments.
Under the original MLM, the royalty rate with respect to the extraction of all
minerals was 2.5%. The government is desperate for money. Alluvial gold placer
mining operations (essentially the only gold mining activity in Mongolia at the
moment) are very profitable. So the MLM has been amended (effective as of 10
January 2002) to raise the royalty rate with respect to gold extracted from
alluvial deposits to 7.5%. The definition of "alluvial deposit" poses some
problems but for purposes of this report the issues are academic.

Our responses to the questions are based on the MLM. Many of the more important
issues (such as environmental matters, water, and surface rights) will involve
dealing with the Governors of aimags and soums (essentially equivalent to states
(the aimags)



Supplemental Title Report
Page 4-3 of 58

and counties (the soums) in the US) in the South Gobi region of Mongolia. Many
of these Governors will have little, if any, knowledge of the intricacies of the
MLM.

With the above-noted factors as background, we respond to your questions as
follows.

 1.   Please describe the nature and extent of lvanhoe's rights on the property
      covered by its mining exploration licenses in Mongolia and those BHP
      exploration licenses covered by the May 5, 2000 Earn-in Agreement.

For purposes of this report we will assume that the BHP exploration licenses
have been transferred to Ivanhoe Mines Mongolia Inc XXK, a limited liability
company organized under the laws of Mongolia (Ivanhoe Mongolia). Ivanhoe
Mongolia is a wholly owned subsidiary of Ivanhoe Mines Mongolia Inc, a
corporation organized under the laws of the British Virgin Islands (Ivanhoe
BVI). Ivanhoe BVI is a wholly owned subsidiary of Ivanhoe Mines Ltd, a
corporation organized under the laws of the Yukon Territory, Canada (Ivanhoe
Yukon).

The four BHP exploration licenses are subject to the terms and conditions of an
Earn-In Agreement dated 5 May 2000 between BHP Minerals International
Exploration Inc, a corporation organized under the laws of the State of
Delaware, USA, and Ivanhoe Yukon.

The Ivanhoe Licenses were all acquired subsequent to 5 May 2000

2.    What do the mineral exploration licenses entitle Ivanhoe to do with the
      property?

An exploration license holder has the following rights:

      -     the exclusive right to conduct exploration for minerals within the
            boundaries of the exploration claim in accordance with the MLM;

      -     the exclusive right to obtain a mining license for any part of the
            exploration area upon fulfilling the terms and conditions of the
            MLM;

      -     the right to transfer or pledge all or part of an exploration
            license in accordance with the terms and conditions of the MLM;

      -     the right to obtain two extensions of the term of the exploration
            license for two (2) years each, upon fulfilling the terms and
            conditions of the MLM;

      -     the right to have access to, entry on, and transit through, the
            exploration area and the right to construct temporary structures
            necessary for conducting exploration activities;



Supplemental Title Report
Page 4-4 of 59

      -     the right of entry to and transit through the land adjacent to the
            exploration area for the purpose of gaining access and entry to the
            exploration area;

      -     the right of entry to and transit through land owned or used by
            other persons in order to exercise the rights described above. This
            right shall be determined by a contract between the license holder
            and the landowner or land-user in accordance with the provisions of
            the Civil Law of Mongolia.

In addition, exploration license holders must disclose to the State Professional
Inspection Organization the quantity and quality of all minerals recovered as a
result of preliminary work done during exploration activities and, upon approval
by the State Professional Inspection Organization, license holders may sell such
minerals. In such case, the exploration license holders must pay royalties and
other relevant taxes as if they were mining license holders.

In all other cases, exploration license holders may sell samples and other
products recovered during exploration activities only after obtaining a mining
license or surrendering the entire exploration claim. The meaning of this latter
phrase in this context is not clear but it is so provided in the law.

 3.   We understand that there is a minimum annual fee that must be paid in
      order to keep the exploration license in good standing. Is this correct?

Exploration license fees are payable with respect to each hectare included
within the exploration area at the following rates:

      -     US$ 0.05 for the first year, and US$ 0.1 for each of the second and
            third years of the term of the license;

      -     US$ 1.00 for each of the fourth and fifth years of the term of the
            license;

      -     US$ 1.50 for each of the sixth and seventh years of the term of the
            license.

License fees are payable as follows:

      -     License fees for the first year must be paid within ten (10)
            business days after the license holder receives the notice of
            approval of the licerse application.

      -     License fees for subsequent years are payable annually in advance,
            on or before the anniversary date of the issuance of the license.

      -     The amount of the license fee is calculated on the basis of the
            measurements of the license area as registered in the register of
            licenses of the Office of the geological Mining Cadastre (OGMC) and
            the amount of the fee does not change for the particular year.



Supplemental Title Report
Page 4-5 of 60

      -     No exploration license fees are payable with respect to a mining
            area located within an exploration area .

      -     The license fee is deemed paid upon receipt by the OGMC of documents
            certifying the payment of the fees.

      -     A license holder is obliged to timely pay applicable license fees
            and no notice or invoice with respect to such fees is sent to the
            licenseholder.

4.    Are there any other minimum requirements to be met in order to keep the
      licenses?

A license holder may not commence exploration or mining operations without first
obtaining written approvals from relevant environmental protection authorities.

After consultation with the environmental inspection agency and local
administrative bodies, exploration license holders must prepare an environmental
protection plan within thirty (30) days following receipt of an exploration
license.

The environmental protection plan must provide for measures to ensure that
pollution of the environment as a result of the exploration activity does not
exceed maximum limits and that the exploration area will be rehabilitated by
means of backfilling, plugging and cultivation to allow future utilization of
the disturbed land for public purposes.

The environmental protection plan must be submitted to and approved by the
Governor of the relevant soum or district where the exploration claim is
located. The Governor of the soum or district must make a decision with respect
to the plan within ten (10) business days following receipt of the plan, and
notify the license holder of the decision by an official letter.

Upon approval of the environmental protection plan, the license holder must
provide a copy of the plan to the local environmental inspection organization
and State Professional Inspection Organization.

The license holder must record all instances of adverse environmental impact
resulting from the exploration activity and submit annual reports with respect
to the environmental protection plan to the Governor of the relevant aimag or
capital city and soum or district. These reports must contain information on
measures taken to protect the environment and on the possible impact on the
environment of new exploration machinery and technology, and proposed amendments
to the environmental protection plan. All amendments to the environmental
protection plan must be approved by the Governor of the relevant soum or
district.

A license holder must provide officials in charge of monitoring implementation
of the laws on environmental protection, and local administrative body
representatives, with an opportunity to enter the exploration area to conduct
monitoring activities on the site.



Supplemental Title Report
Page 4-6 of 61

To ensure the discharge of its responsibilities with respect to environmental
protection, an exploration license holder must deposit an amount equal to 50 %
of its environmental protection budget in a special bank account established by
the Governor of the relevant soum or district. This deposit will be refunded to
the license holder upon full implementation of its environmental protection
plan.

If a license holder fails to fully implement the measures provided for in the
environmental protection plan, the Governor of the relevant soum or district
shall use the deposit as a source of funds to enable the license holder to
complete these measures, and if the deposit is not enough to cover the costs of
environmental protection and rehabilitation activities, the license holder must
provide the required additional funds.

License Extensions

Exploration license holders applying for a license extension must submit for
approval to the Governor of the relevant soum or district, prior to the
expiration of the exploration license, either their revised environmental
protection plan or a new environmental protection plan.

Mining license holders applying for a license extension must submit to the State
central administrative body in charge of environment a new environmental impact
assessment and a new environmental protection plan.

The State central administrative body in charge of environment may require the
license holder to amend the environmental impact assessment and environmental
protection plan to reflect impacts from the use of new machinery or technology
or environmental impact not foreseen in the approved environmental impact
assessment or environmental protection plan.

Local Buildings and Structures

License holders must fully compensate owners and users of private and public
residential dwellings, wells, winter huts, other structures, and historic and
cultural landmarks, for damages caused to these structures by exploration or
mining operations, including, if necessary, relocation costs.

Relations with local administrative bodies

License holders must consult with, and coordinate their activities with, local
administrative bodies in connection with environmental protection,
infrastructure development and employment development. If a licaise holder deems
it necessary, it may request the local administrative body to organize a public
debate in furtherance of these objectives.

A license holder may select and employ a representative from among the local
residents to coordinate all matters involving the local administrative body.



Supplemental Title Report
Page 4-7 of 62

License holders shall employ citizens of Mongolia in their exploration and
mining operations on a priority basis.

In conducting their operations license holders must comply with applicable
health and safety laws.

5.    Your memorandum of October 22, 2001 indicates that the original license
      will expire on February 17, 2002. Does this same expiration date apply to
      the new licenses?

The BHP Licenses were deemed to have been granted on 17 February 1997. The first
extension of these licenses will expire on 17 February 2002. It is our
understanding that Ivanhoe personnel have extended the terms of these licenses
to 17 February 2004. Unless the MLM is amended, there will be no further
extension of these licenses available

The expiration dates of the Ivanhoe Licenses will depend on their respective
dates of issuance.

6.    We understand that exploration licenses can be extended in two year
      increments up to an aggregate maximum of seven years.

That is correct. The initial term is 3 years. The 2 permitted extension terms
are for 2 years each.

7.    Are there any requirements that must be met in order for the government to
      grant a renewal of the licenses and what, if any, additional limitations
      would be added to a renewal license?

Not less than thirty (30) days prior to the expiration of an exploration
license, the license holder may apply for an extension of the term of the
license by filing with the OGMC an application for such extension on the
standard form published by the OGMC The following documents must be attached to
the application:

      -     the exploration license certificate;

      -     receipts for license fee payments made by the license holder;

      -     a certificate of inspection evidencing implementation of the license
            holder's environmental protection plan.

Within ten (10) business days following the receipt of an application for
extension, the OGMC must verify whether the license holder has complied with
conditions for maintaining its eligibility to hold a license and shall record
this fact in the license register book. If the OGMC determines that the license
holder has complied with these conditions, it will extend the term of the
exploration license and record the extension in



Supplemental Title Report
Page 4-8 of 63

the license register book. The license that has been extended will then be
returned to the license holder.

Immediately following the grant of an extension of an exploration license, the
OGMC must notify the Geological and Mining Development Agency (GMDA) and publish
an official notice informing the public of the granting of the extension.

Environmental Matters

Exploration license holders applying for a license extension must submit for
approval to the Governor of the relevant soum or district, prior to the
expiration of the exploration license, either their revised environmental
protection plan or a new environmental protection plan.

As for "additional limitations", do you mean "would" or "could"?

The MLM presently in effect strictly limits the extent to which the government
may impose new requirements or limitations on renewals. As noted in the Preface,
last summer there were proposed amendments to the MLM that would have given the
apparatchiks more discretionary power in this regard. We are closely monitoring
this issue.

8.    We understand that an exploration license can be converted into a mining
      license. What requirements must be met in order to obtain a mining
      license?

The holder of an exploration license has an exclusive right to obtain a mining
license for any part of the exploration area upon fulfilling the terms and
conditions of the MLM.

A mining license may only be held by a legal person formed and operating under
the laws of Mongolia.

The applicant must set forth the coordinates of all corners of the requested
mining area in degrees, minutes and seconds on a standard map approved by the
OGMC and attach the map to the application.

A requested mining area must meet the following requirements:

      -     it must have the shape of a polygon with borders that are straight
            lines, not less than 500 meters in length, oriented north-south and
            east-west;

      -     it must not overlap with a reserved area or special needs land;

      -     it must not overlap with an area covered by a valid license or an
            area requested in a pending application for a license.



Supplemental Title Report
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The borders of a mining license area may deviate from straight lines in the case
of borders that intersect with:

      -     national borders;

      -     a reserved area; or

      -     a special needs land area,

Natural geographic features, such as lakes and ponds, may be excluded from the
mining area.

An applicant for a mining license must submit an application to the OGMC on the
standard form approved by the OGMC. The following documents must be attached to
the application:

      -     the applicant's name, mailing address for official correspondence,
            phone and fax numbers and a certificate containing the name of its
            officer authorized to make decisions;

      -     a certificate of valid existence as a business entity in Mongolia
            issued by the appropriate registration agency;

      -     a map of the area prepared in accordance with the requirements of
            the MLM;

      -     a document showing that the applicant has paid the application
            processing fee.

Upon the receipt of a complete application, the OGMC official responsible for
the application register shall register the application in the application
register and specify the record number, date, hour and minute of filing on each
page, and issue the applicant a receipt acknowledging the filing of the
application and payment of the applicable fee.

Immediately following the recording of an application, the OGMC must determine
by a preliminary screening whether the application and attached documents meet
the requirements of the MLM. If an application fails to meet the requirements,
the OGMC must notify the applicant of the defects in the application and record
the notice in the application register book, whereupon the application will be
deemed to be removed from the application register.

Within two (2) business days after the registration of an application for a
mining license, the OGMC shall determine:

     -   in the case of an application submitted by an exploration license
         holder covering the requested mining area, whether such area is located
         entirely within the boundaries of the area covered by the exploration
         license;



Supplemental Title Report
Page 4-10 of 65

      -     whether the requested mining area overlaps with any area already
            subject to a valid license or any area that is the subject of a
            pending license application; and

      -     whether the requested mining area overlaps with a reserved area or a
            special needs land.

Within twenty (20) business days following the registration of an application
for a mining license, the head of the OGMC must make one of the following
decisions and notify the applicant accordingly:

      -     in the case of an application submitted by the exploration license
            holder covering the requested area, that an exclusive mining license
            has been granted to the applicant and require the applicant to
            timely pay the applicable fee for the first year of the license as
            provided in this law;

      -     if the requested area does not overlap with any part of a special
            needs land with prohibition on mining, or any area subject to a
            valid license, or any area requested in a pending application for a
            license filed and registered prior to the application, that the
            requested mining area is granted and the applicant is required to
            pay the applicable fee for the first year of the license;

      -     if the requested area overlaps in any way with a special needs land
            with prohibition on mining, or any area subject to a valid license,
            or any area requested in a pending application for a license filed
            and registered prior to the application, that the application is
            rejected and deemed to be removed from the register.

Within three (3) business days following payment of the license fee for the
first year, the OGMC must issue a mining license to the applicant for a term of
sixty (60) years and shall register the license and mining area in the license
register.

A license certificate shall contain date of issuance, the name of the license
holder, the coordinates of the granted area, and an attachment in which all
subsequent changes with respect to the license shall be recorded.

Within seven (7) business days following the decision to grant a mining license,
the OGMC shall notify the State Professional Inspection Organization and GMDA
and publish an official notice informing the public of the granting of the
license.

Environmental Matters

An environmental impact assessment and an environmental protection plan may be
prepared by a mining license holder before and must be prepared as soon as
possible after receiving a mining license.

The environmental impact assessment must identify the possible adverse
environmental impact from the proposed mining operations on land, water, air,
plant, animal, and human



Supplemental Title Report
Page 4-11 of 66

life and include preventive measures to avoid and minimize such adverse impact.

The environmental protection plan must contain measures to ensure that mining
operations are conducted in ways least damaging to the environment. The plan
must also identify preventive measures to protect air and water quality, and
human, animal and plant life from the adverse effects of mining operations in
accordance with the regulations adopted by the State central administrative body
in charge of the environment.

The environmental protection plan must include measures with the respect to the
following issues:

      -     storage and control of toxic and potentially toxic substances and
            materials;

      -     protection, utilization and conservation of surface water and
            groundwater;

      -     if necessary, construction, utilization and safekeeping of tailings
            dams; and

      -     other measures as may be appropriate for the particular type of a
            mining operation.

The environmental protection plan must also provide for post-mining
rehabilitation measures through backfilling, plugging, and cultivation to allow
future utilization of the disturbed land for public purposes.

The environmental impact assessment and environmental protection plan must be
submitted to the State central administrative body in charge of environment and
to the Governor of the relevant soum or district. The State central
administrative body in charge of environment shall review these documents and
notify the license holder of its decision within thirty (30) days after
receiving such documents.

Upon approval of the environmental impact assessment and the environmental
protection plan, the license holder must deliver the documents to the local
environmental monitoring organization where the mineral deposit is located.

Mining license holders must record all instances of adverse environmental impact
resulting from mining activity and prepare and send a copy of annual reports on
the implementation of the environment protection plan to the State central
administrative body in charge of environment, the Governor of any relevantaimag
or capital city and soum or district, and the State Professional Inspection
Organization, respectively. These reports must contain information on measures
taken to protect the environment and on the possible impact on the environment
of new machinery and technology, or the expansion of mining operations, and
proposed amendments to the environmental impact assessment and environmental
protection plan.

Amendments to the environmental protection plan may be made only after approval
by



Supplemental Title Report
Page 4-12 of 67

the State central administrative body in charge of environment.

A mining license holder must provide local and State central administrative
bodies and officials in charge of monitoring implementation of legislation on
environmental protection, an opportunity to enter the mining claim area and to
conduct monitoring activities on the site.

To ensure the discharge of its responsibilities with respect to environmental
protection, a mining license holder must deposit an amount equal to 50% of its
environmental protection budget for a particular year in a special bank account
established by the Governor of the relevant soum or district. This deposit shall
be refunded to the license holder upon full implementation of the environmental
protection plan.

If a mining license holder fails to fully implement the measures provided for in
the environmental protection plan, the Governor of the relevant soum or district
may use the deposit to enable the license holder to complete these measures, and
if the deposit is not enough to cover the costs of environmental protection and
rehabilitation activities, the license holder must provide the required
additional funds.

9.    What are the likely limitations attached to such a license - for instance
      will certain minerals be excluded from the licenses?

The MLM does not apply to water, petroleum or natural gas. To our knowledge,
there are no other limitations with respect to the minerals that may be
extracted.

10.   We understand that an initial mining license will typically be granted for
      an initial term of 60 years. Please verify.

That is correct.

11.   What restrictions are there on the use of the property, eg. environmental
      limitations, that could affect Ivanhoe's ability to conduct exploration on
      the property?

In addition to the general obligations described above, if a special needs land
overlaps entirely or in part with a territory covered by a valid license, thus
precluding further exploration or mining in such overlapping area, the State
administrative body that decided to establish the special needs land must
compensate the license holder.

The amount of such compensation, and the time for payment, must be agreed to by
the State administrative body that decided to establish the special needs land
that affected license holder. If the parties fail to reach agreement, then the
amount of compensation and time for payment shall be determined by a neutral
party in accordance with "internationally recognized methods". The license
holder has the right to resume its activities if the compensation is not timely
paid in full.



Supplemental Title Report
Page 4-13 of 68

Although not strictly a restriction, we are including in response to this
question information with respect to the reporting requirements of an
exploration license holder.

An exploration license holder must submit a plan of exploration activities
within thirty (30) days after the grant of the exploration license.

An annual report on exploration activities for the previous year must be
submitted in the form approved by the Office of Geology within thirty (30) days
following the year end The report must contain information on the amount of work
completed and expenses incurred in prospecting, geophysical and geochemical
work, drilling and other activities, information with respect to the labor
force, and the results of the exploration work. A map showing where the work was
done must be attached to the report.

The GMDA will accept estimates of ore reserves submitted in the report based on
an opinion from a qualified expert and shall record such ore reserves in the
national register of reserves.

An exploration license holder must also submit information reports with respect
to safe operations. It is not clear what the specific requirements are in this
connection.

12.   Will there be any royalties payable to or other rights in favour of the
      Mongolian Government in respect of minerals mined from the property?

A mining license holder must pay royalties to the treasuries of central and
local administrative bodies on the sales value of all products extracted from
the mining claim that are sold, shipped for sale, or used.

The sales value will be determined as follows:

      -     with respect to exported products, sales value is the average
            monthly price of the products, or similar products, based on
            regularly published international market prices or on "recognized
            principles of international trade";

      -     with respect to products sold or used on the domestic market, the
            sales value is based on the domestic market price for the particular
            or similar product; and

      -     with respect to products sold on international or domestic markets,
            where it is impossible to determine market prices, the sales value
            shall be based on the revenue derived from the sale of the products
            as declared by the license holder.

Except for the royalty applicable to gold extracted from alluvialdeposits
(7.5%), royalties are payable at the rate of 2.5 percent of the sales value of
all products extracted from a mining claim that are sold, shipped for sale, or
used.



Supplemental Title Report
Page 4-14 of 69

Royalties with respect to extracted products that are sold, shipped for sale or
used during a calendar quarter are payable before the end of the next succeeding
quarter.

A mining license holder must submit to the State Professional Inspection
Organization a quarterly report indicating the quantity of products extracted
and sold, shipped for sale, or used during the relevant quarter, the total value
of the sales, and the basis of evaluation.


Supplemental Title Report
Page 4-15 of 70

                                                      International Trade Centre
                                                                       Suite 500
                                                                Baga Toiruu 37 B
Law Offices                                                      Mail PO Box 279
LYNCH, IDESH & MAHONEY                                     Ulaanbaatar, Mongolia
                                                                        210646-A

                                                           Phone  976.11.325.344
                                                           Fax    976.11.325.358

                                                      URL http://mongolialaw.com

                                             Writer's mobile phone 976.9911.5298
                                             Email mongolialaw@magicnet.mn or
                                                           lynch@mongolialaw.com



To:    Steve Roberstson
       David Redford
       Goodmans

Copy to:  Beverly Bartlett
       Ed Rochette
       Ivanhoe Mines Limited

From:     Maury Lynch
       Lynch, Idesh & Mahoney

Date:     21 February 2002

Subj:       Supplement to Mongolia Properties Title Report
            dated 22 October 2001 - Water and Surface Rights

WATER RIGHTS - BACKGROUND

Mongolia's size is approximately three times the size of France. The population
of Mongolia is approximately 2.6 million, of which 800,000 to 1 million live in
the capitol, Ulaanbaatar. The country is divided into 21 aimags (roughly
equivalent to provinces in Canada). The aimags, in turn, are subdivided into
soums (roughly equivalent to Canadian townships). The largest aimag in area- and
the smallest in population- is Omnigovi. Omnigovi is located in the heart of the
Gobi desert in the southern part of Mongolia that borders on China. The
Turquoise Hill property is located in Omnigovi aimag.

Omnigovi lies in the heart of what may be described as a highly sensitive
ecologida environment. The area is semi-arid and hosts a wide variety of
wildlife, including camels, wild horses and antelope. The ecosystem is both
fragile and high profile and is one of Mongolia's major tourist attractions as
well as a prime exploration target for paleontologists. In sum, activities that
may impact this sensitive environment must be conducted with great care and will
be monitored by interested parties and organizations from around the world.

It is our understanding (subject to confirmation) that there are a number of
underground aquifers within a radius of about 400Km of Turquoise Hill and that
it is anticipated that these aquifers have sufficient water to supply the
requirements of the proposed mining facilities. We will assume for present
purposes that this is the case. The legal question presented is who will control
and regulate the access to, and exploitation of, these water reserves.

WATER RIGHTS - THE LEGAL FRAMEWORK

We start with Article 16.10 of the Minerals Law of Mongolia (1991) which
provides that the holder of a mining license has "the right to use water,
subject to compliance with applicable laws". Water rights are governed by the
Water Law of Mongolia (1995). Control and regulation of access to, and
exploitation of, water reserves are exercised at three levels:



     -    the Government of Mongolia (GOM);

     -    the Government of the aimag in which the water reserves are located;
          and

     -    the Governments of the soums in which such water reserves are located.

Before proceeding, we should put certain aspects of the relationships among
these governing entities in perspective in our context. The population of
Omnigovi aimag is roughly 46,000. The population of this aimag's capitol city,
Dalanzadgad, is roughly 13,000. The average population of the soums is more
likely than not to be measured in the hundreds. The governments of the aimags
and soums are essentially equivalent to town meetings (Hurals).

The Water Law has detailed provisions governing the respective rights of the
aimag and soum governors to control various aspects of water use. We have
concluded that it would serve no useful purpose to outline these micro details
in this context. The critical overriding provision is Article 19.4 of the Water
Law which provides in effect that decisions with respect to the use of water by
"business entities of national or regional significance" shall be made by the
Ministry of the Environment in consultation with the relevant aimag Hural (in
this case the Omnigovi Hural). It seems clear that use of the limited water
resources from available aquifers (both under and outside of the mining claim)
will be decided on the basis of comprehensive studies by qualified professionals
and negotiations among Ivanhoe, the GOM, and relevant local authorities
conducted within the framework of Article 19.4 of the Water Law.

SURFACE RIGHTS

Article 16.7 of the Minerals Law provides in effect that the holder of a mining
license has the right of entry to and transit through the mining claim area and
the right to construct necessary structures and to conduct other activities
related to its mining operations. Article 16.10 provides that the license holder
has the right of entry to and transit through land used by others pursuant to
contracts between the license holder and such other parties concluded in
accordance with the provisions of the Civil Law of Mongolia.

The Land Law of Mongolia (1995) governs land use rights. As in the case of water
rights, there is a similar three tier hierarchy of control over various aspects
of land use (GOM, aimag and soum). Although there is no functional equivalent in
the Land Law of Article 19.4 of the Water Law, in our view it seems clear that,
in the case of "business entities of national or regional significance" (and
Turquoise Hll certainly qualifies as such), the regulatory powers of the aimag
and soum authorities will be subordinated to the overriding national or regional
interest. We expect that appropriate land use rights will be granted pursuant to
contracts negotiated with relevant local authorities. We also expect that
representatives of the GOM will participate in these negotiations to ensure that
the national interest is taken into account.

Fee simple ownership rights in land are not recognized in Mongolia. Land
use rights may be granted for up to a period of 60 years, with subsequent
extensions of up to (in the aggregate) an additional 40 years.



ROSCOE POSTLE ASSOCIATES INC.

APPENDIX 4 SAMPLING ASSAYS
AND VERIFICATION

TABLE OF CONTENTS - APPENDIX 4



                                                                             PAGE
                                                                          
INTRODUCTION...............................................................    1

SAMPLING METHOD AND APPROACH...............................................    1

SAMPLE PREPARATION, ANALYSES AND SECURITY..................................    9

DATA VERIFICATION..........................................................   11
     RPA Samples and Assays................................................   11
     Rejects from RC Samples...............................................   17
     CHECK ASSAYS ON PULPS BY OTHER LABORATORIES...........................   18
         FIRST SET OF OUTSIDE CHECK ASSAYS.................................   18
         SECOND SET OF OUTSIDE CHECK ASSAYS................................   18
         THIRD SET OF OUTSIDE CHECK ASSAYS.................................   19


LIST OF TABLES



                                                                                               PAGE
                                                                                            
TABLE 4.1 Ivanhoe Mines Ltd. - Oyu Tolgoi  Project Assays From Hole OTRCD 150................    3
TABLE 4.2 Ivanhoe Mines Ltd. - Oyu Tolgoi  Project Comparisons of Specific Gravity...........   l2
TABLE 4.3 Ivanhoe Mines Ltd. - Oyu Tolgoi Project Check Assays For Copper....................   13
TABLE 4.4 Ivanhoe Mines Ltd. - Oyu Tolgoi Project Check Assays For Gold......................   14
TABLE 4.5 Ivanhoe Mines Ltd. - Oyu Tolgoi  Project Check Assays for  Molybdenum..............   15
TABLE 4.6 Ivanhoe Mines Ltd. - Oyu Tolgoi  Project 32 Element ICP
                  Scan of the Pulp Samples...................................................   16
Table 4.7 Ivanhoe Mines Ltd.- Oyu Tolgoi Project Check Assays of RC..........................
                  Rejects for Copper and Gold................................................   17


                                       i



ROSCOE POSTLE ASSOCIATES INC.

LIST OF FIGURES



                                                                                                          AFTER PAGE
                                                                                                       
FIGURE 4.1   Duplicate Assays at Analabs for Copper.....................................................      19
FIGURE 4.2   Duplicate Assays at Analabs for Gold.......................................................      19
FIGURE 4.3   First Set of Re-Assays for Cu at Chemex....................................................      19
FIGURE 4.4 (a)    First Set of Re-Assays for Au at Chemex...............................................      19
FIGURE 4.4 (b)    First Set of Re-Assays for Au at Bondar Clegg.........................................      19
FIGURE 4.5   First Set of Re-Assays for Mo at Chemex....................................................      19
FIGURE 4.6   Second Set of Re-Assays for Cu at Bondar Clegg.............................................      19
FIGURE 4.7   Second Set of Re-Assays for Au at Bondar Clegg.............................................      19
FIGURE 4.8   Third Set of Re-Assays for Cu at Bondar Clegg..............................................      19
FIGURE 4.9    Third Set of Re-Assays for Au at Bondar Clegg.............................................      19


                                       ii



ROSCOE POSTLE ASSOCIATES INC.

INTRODUCTION

     Appendix 4 covers three topics. For ease of reading, these are listed below
with material included in each section.

Sampling Method and Approach

     -    Sampling methods

     -    Sample Quality

     -    Factors used to establish sample intervals

     -    Individual samples with values and estimated true width

Sample Preparation, Analyses and Security

     -    Aspects of sample preparation carried out by employees of Ivanhoe.

     -    Details on sample preparation and laboratory methods.

     -    Summary of Quality Control measures.

     -    Statement of author's opinion on sampling, sample preparation and
          analytical procedures.

Data Verification

     -    RPA Samples and Assays

     -    Rejects from RC Samples

     -    Check Assays on Pulps by Other Laboratories

     -    First set of Outside Check Assays

     -    Second Set of Outside Check Assays

     -    Third Set of Outside Check Assays

SAMPLING METHOD AND APPROACH

     Both diamond drilling and RC drilling have been done in the Oyu Tolgoi
Project. Diamond drill core provides the most significant samples from the
property and forms the bulk of all of the database to date. The drilling
strategy/approach (pattern) at Southwest Oyu is changing from an exploration
pattern to a deposit delineation pattern. At the moment most of the holes are
drilled as angle holes at about 100 m spacing on sets of sections at right
angles to each other. A diamond drill hole starts with very large diameter core
(PQ and NTW) and is reduced about 100 m below the collar to smaller diameter
core (HQ and BTW). Core recoveries are usually >90% so the core is providing a
good sample

                                        1



ROSCOE POSTLE ASSOCIATES INC.

of the rock. Core sampling is routinely a 2 m core length, an industry standard
for a porphyry deposit. Ivanhoe occasionally takes 1 m samples at points where
core sizes change to accommodate contact with barren post-ore rhyolite dikes.

     The first steps in core handling are to clean the core, fit the core back
together, measure core recovery, and take RQD measurements. Fracture types and
orientations are measured for the oriented core. Specific gravity measurements
are taken for each rock type and all mineralization types in the drill hole.
Magnetic susceptibility measurements are taken for each sample interval. The
geologist logging the gedogy of a specific hole is responsible for ensuring that
the geotechnical data are accurate and complete.

     Core is cut along a line marked on the core by the geotechnical team. The
sampler removes 2 m intervals of half core cut from the same side and places
samples into bags with sample book tickets. The sample number is marked on a
block placed in the core box at the beginning of each sample interval. After
sampling, the core is washed and placed on tables for logging and photography.

     One geologist is responsible for geological logging of each drill hole.
There are boards with specimens representing all rock types, alteration
assemblages and various stages of mineralization to use for reference and
consistency. The geologists collect specimens showing different grades of copper
mineralization of individual mineralization types. Uniformity of logging is the
responsibility of Garamjav, the senior Mongolian geologist. Each geologist is
responsible for entering his data into the digital database and for ensuring it
is correct. In RPA's opinion the core recovery, logging and sampling meets or
exceeds industry standards.

     Table 4.1 is a list of all the assays from the "Discovery Hole" OTRCD 150
included as an example of the type of data being generated. RPA has examined the
assays from OTRCD 150 to OTRCD 183 as well as most of the assays from OTRCD 184.
Ivanhoe has a summary of every diamond drill hole drilled by BHP or by Ivanhoe
in 2000, 2001 and up to 2002 presented on their website (www.ivanhoemines.com).

                                       2



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM       DEPTH TO        Au            Cu
HOLE NO.               SAMPLE                (m)         (m)          (g/t)          (%)
- -----------------------------------------------------------------------------------------
                                                                    
OTRCD150              MO11761                 0           1            0.15         0.614
OTRCD150              MO11762                 1           2            0.13         0.396
OTRCD150              MO11763                 2           3            0.11         0.274
OTRCD150              MO11764                 3           4            0.08         0.378
OTRCD150              MO11765                 4           5            0.38         0.518
OTRCD150              MO11766                 5           6            0.96         0.426
OTRCD150              MO11767                 6           7            1.45         0.347
OTRCD150              MO11768                 7           8             0.5         0.413
OTRCD150              MO11769                 8           9            0.57         0.406
OTRCD150              MO11770                 9          10            0.36         0.308
OTRCD150              MO11771                10          11            0.35         0.241
OTRCD150              MO11772                11          12            0.19         0.352
OTRCD150              MO11773                12          13            0.52         0.397
OTRCD150              MO11774                13          14            0.66         0.344
OTRCD150              MO11775                14          15            0.33         0.311
OTRCD150              MO11776                15          16            0.47         0.345
OTRCD150              MO11777                16          17            0.58         0.418
OTRCD150              MO11778                17          18             0.7         0.588
OTRCD150              MO11779                18          19            0.38         0.287
OTRCD150              MO11780                19          20            0.15         0.398
OTRCD150              MO11781                20          21            0.08         0.345
OTRCD150              MO11782                21          22            0.05         0.275
OTRCD150              MO11783                22          23            0.07         0.321
OTRCD150              MO11784                23          24             0.1         0.404
OTRCD150              MO11785                24          25            0.08         0.318
OTRCD150              MO11786                25          26            0.11         0.488
OTRCD150              MO11787                26          27            0.07         0.329
OTRCD150              MO11788                27          28            0.24         0.468
OTRCD150              MO11789                28          29            0.33          0.37
OTRCD150              MO11790                29          30             0.2         0.381
OTRCD150              MO11791                30          31            1.43         0.354
OTRCD150              MO11792                31          32            0.45         0.365
OTRCD150              MO11793                32          33            0.17         0.367
OTRCD150              MO11794                33          34            0.03        0.0893
OTRCD150              MO11795                34          35            0.09        0.0293
OTRCD150              MO11796                35          36            0.03        0.0201
OTRCD150              MO11797                36          37            0.03        0.0267
OTRCD150              MO11798                37          38            0.03        0.0878
OTRCD150              MO11799                38          39            0.03        0.0257
OTRCD150              MO11800                39          40            0.03        0.0292
OTRCD150              MO11801                40          41            0.04        0.0498
OTRCD150              MO11802                41          42            0.03        0.0791
OTRCD150              MO11803                42          43            0.01        0.0292
OTRCD150              MO11804                43          44            0.02        0.0376
OTRCD150              MO11805                44          45           -0.01        0.0173
OTRCD150              MO11806                45          46            0.02        0.0873
OTRCD150              MO11807                46          47            0.01        0.0495
OTRCD150              MO11808                47          48            0.03        0.0811
OTRCD150              MO11809                48          49            0.01        0.0242
OTRCD150              MO11810                49          50            0.01        0.0194


                                       3



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM      DEPTH TO         Au           Cu
HOLE NO.               SAMPLE               (m)         (m)           (g/t)         (%)
- -----------------------------------------------------------------------------------------
                                                                    
OTRCD150              MO11811                50          51            0.03        0.0907
OTRCD150              MO11812                51          52            0.01         0.039
OTRCD150              MO11813                52          53           -0.01        0.0127
OTRCD150              MO11814                53          54            0.01        0.0332
OTRCD150              MO11815                54          55           -0.01        0.0107
OTRCD150              MO11816                55          56            0.01        0.0318
OTRCD150              MO11817                56          57           -0.01        0.0085
OTRCD150              MO11818                57          58             0.3         0.353
OTRCD150              MO11819                58          59            0.32         0.456
OTRCD150              MO11820                59          60            0.14        0.1745
OTRCD150              MO11821                60          62            0.08        0.0888
OTRCD150              MO11822                62          64            1.18        0.0013
OTRCD150              MO11823                64          66            0.04        0.0429
OTRCD150              MO11824                66          68            0.12         0.109
OTRCD150              MO11825                68          70            0.11        0.1535
OTRCD150              MO11826                70          72            0.29         0.343
OTRCD150              MO11827                72          74            0.32         0.662
OTRCD150              MO11828                74          76            0.31         0.598
OTRCD150              MO11829                76          78            0.57         0.652
OTRCD150              MO11830                78          80             0.4         0.614
OTRCD150              MO11831                80          82            0.29         0.463
OTRCD150              MO11832                82          84            0.01        0.0019
OTRCD150              MO11833                84          86            0.66         0.954
OTRCD150              MO11834                86          88            0.32         0.382
OTRCD150              MO11835                88          90            0.26         0.332
OTRCD150              MO11836                90          92            0.65         0.835
OTRCD150              MO11837                92          94            0.29         0.406
OTRCD150              MO11838                94          96            0.24         0.361
OTRCD150              MO11839                96          98            0.56         0.837
OTRCD150              MO11840                98         100            0.61         0.678
OTRCD150              MO11841               100         102            0.49         0.507
OTRCD150              MO11842               102         104            0.72         0.738
OTRCD150              MO11843               104         106             0.6         0.463
OTRCD150              MO11844               106         108            0.44         0.447
OTRCD150              MO11845               108         110            0.38         0.482
OTRCD150              MO11846               110         112            0.47         0.478
OTRCD150              MO11847               112         114            0.65         0.592
OTRCD150              MO11848               114         116            0.82         0.574
OTRCD150              MO11849               116         118            0.56         0.409
OTRCD150              MO11850               118         120            0.55          0.43
OTRCD150              MO11851               120         122             0.4          0.28
OTRCD150              MO11852               122         124            0.41          0.32
OTRCD150              MO11853               124         126            0.73          0.74
OTRCD150              MO11854               126         128            0.43          0.41
OTRCD150              MO11855               128         130            0.94          1.13
OTRCD150              MO11856               130         132            0.75          0.53
OTRCD150              MO11857               132         134            0.53          0.38
OTRCD150              MO11858               134         136            1.08          0.82
OTRCD150              MO11859               136         138            0.83           0.7
OTRCD150              MO11860               138         140            0.85          0.97
OTRCD150              MO11861               140         142             0.8          0.54


                                       4



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM       DEPTH TO         Au             Cu
HOLE NO.               SAMPLE               (m)          (m)           (g/t)          (%)
- ------------------------------------------------------------------------------------------
                                                                       
OTRCD150              MO11862               142          144           0.71           0.55
OTRCD150              MO11863               144          146           0.77           0.84
OTRCD150              MO11864               146          148           0.65           0.49
OTRCD150              MO11865               148          150           0.99           0.94
OTRCD150              MO11866               150          152           0.42           0.37
OTRCD150              MO11867               152          154            0.6           0.56
OTRCD150              MO11868               154          156           0.69           0.72
OTRCD150              MO11869               156          158           0.67           0.54
OTRCD150              MO11870               158          160           1.13           1.14
OTRCD150              MO11871               160          162           1.24           1.41
OTRCD150              MO11872               162          164           1.04           0.82
OTRCD150              MO11873               164          166            2.1           0.52
OTRCD150              MO11874               166          168           1.11           0.82
OTRCD150              MO11875               168          170           0.64           0.38
OTRCD150              MO11876               170          172           0.96           0.55
OTRCD150              MO11877               172          174           0.94           0.67
OTRCD150              MO11878               174          176           1.09           0.66
OTRCD150              MO11879               176          178            0.8           0.48
OTRCD150              MO11880               178          180           1.47           0.76
OTRCD150              MO11881               180          182           0.55           0.35
OTRCD150              MO11882               182          184           0.68            0.4
OTRCD150              MO11883               184          186           0.96           0.48
OTRCD150              MO11884               186          188           0.97           0.43
OTRCD150              MO11885               188          190           2.35           0.43
OTRCD150              MO11886               190          192            1.4            0.6
OTRCD150              MO11887               192          194           1.86           0.84
OTRCD150              MO11888               194          196           1.19           0.45
OTRCD150              MO11889               196          198            1.9            0.4
OTRCD150              MO11890               198          200            2.7           1.41
OTRCD150              MO11891               200          202           1.47           0.51
OTRCD150              MO11892               202          204           1.41           0.59
OTRCD150              MO11893               204          206           1.36           0.57
OTRCD150              MO11894               206          208           1.76           0.71
OTRCD150              MO11895               208          210           1.11           0.58
OTRCD150              MO11896               210          212           2.45            0.8
OTRCD150              MO11897               212          214            2.1           0.69
OTRCD150              MO11898               214          216           1.59            0.4
OTRCD150              MO11899               216          218           1.12            0.3
OTRCD150              MO11900               218          220           1.55           0.47
OTRCD150              MO11901               220          222           1.54           0.64
OTRCD150              MO11902               222          224           2.25           0.71
OTRCD150              MO11903               224          226            1.9           0.83
OTRCD150              MO11904               226          228            3.5           1.98
OTRCD150              MO11905               228          230           1.02           0.45
OTRCD150              MO11906               230          232           1.69           0.82
OTRCD150              MO11907               232          234           1.12           0.54
OTRCD150              MO11908               234          236           1.03           0.64
OTRCD150              MO11909               236          238           0.33           0.44
OTRCD150              MO11910               238          240           1.41           0.67
OTRCD150              MO11911               240          242           1.61           1.14
OTRCD150              MO11912               242          244            1.6           0.85


                                       5



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM       DEPTH TO         Au             Cu
HOLE NO.               SAMPLE               (m)          (m)           (g/t)          (%)
- ------------------------------------------------------------------------------------------
                                                                       
OTRCD150              MO11913               244          246            0.84           0.4
OTRCD150              MO11914               246          248            1.75          0.81
OTRCD150              MO11915               248          250             2.6          1.25
OTRCD150              MO11916               250          252             2.5          1.08
OTRCD150              MO11917               252          254            1.05          0.44
OTRCD150              MO11918               254          256             1.4          0.58
OTRCD150              MO11919               256          258            1.07          0.44
OTRCD150              MO11920               258          260            1.77          0.74
OTRCD150              MO11921               260          262            3.45          1.47
OTRCD150              MO11922               262          264               1          0.64
OTRCD150              MO11923               264          266            1.55          0.93
OTRCD150              MO11924               266          268            0.31          0.29
OTRCD150              MO11925               268          270            1.75          1.31
OTRCD150              MO11926               270          272            1.31          0.83
OTRCD150              MO11927               272          274            0.91          0.49
OTRCD150              MO11928               274          276            0.95          0.55
OTRCD150              MO11929               276          278            1.06          0.53
OTRCD150              MO11930               278          280            1.63          0.79
OTRCD150              MO11931               280          282            1.48          0.88
OTRCD150              MO11932               282          284            1.81           0.9
OTRCD150              MO11933               284          286            1.69          1.24
OTRCD150              MO11934               286          288            1.78          1.22
OTRCD150              MO11935               288          290               2          1.56
OTRCD150              MO11936               290          292             1.4          1.06
OTRCD150              MO11937               292          294            1.38          1.11
OTRCD150              MO11938               294          296            1.62          1.18
OTRCD150              MO11939               296          298            1.89          2.77
OTRCD150              MO11940               298          300             2.3          2.33
OTRCD150              MO11941               300          302            0.83          1.28
OTRCD150              MO11942               302          304            0.36          1.31
OTRCD150              MO11943               304          306            0.54          1.28
OTRCD150              MO11944               306          308            0.28          1.32
OTRCD150              MO11945               308          310            0.04           0.1
OTRCD150              MO11946               310          312            3.35          1.78
OTRCD150              MO11947               312          314            1.34          1.11
OTRCD150              MO11948               314          316            1.93          1.29
OTRCD150              MO11949               316          318            2.85          1.81
OTRCD150              MO11950               318          320            1.47          0.91
OTRCD150              MO11951               320          322            2.05          1.08
OTRCD150              MO11952               322          324            1.49          1.05
OTRCD150              MO11953               324          326             3.2          1.24
OTRCD150              MO11954               326          328             2.4          1.36
OTRCD150              MO11955               328          330            1.54          1.56
OTRCD150              MO11956               330          332            1.67          1.78
OTRCD150              MO11957               332          334            0.64           0.7
OTRCD150              MO11958               334          336            1.18          0.77
OTRCD150              MO11959               336          338            1.17          1.06
OTRCD150              MO11960               338          340            0.86          1.28
OTRCD150              MO11961               340          342            0.39          1.55
OTRCD150              MO11962               342          344            0.97          1.46
OTRCD150              MO11963               344          346            1.65          1.28


                                       6



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM       DEPTH TO         Au             Cu
HOLE NO.               SAMPLE               (m)          (m)           (g/t)           (%)
- ------------------------------------------------------------------------------------------
                                                                       
OTRCD150              MO11964               346          348            1.81          1.14
OTRCD150              MO11965               348          350            0.96          1.22
OTRCD150              MO11966               350          352            1.32          1.02
OTRCD150              MO11967               352          354             1.4          0.86
OTRCD150              MO11968               354          356            1.87          1.19
OTRCD150              MO11969               356          358            1.16           0.7
OTRCD150              MO11970               358          360             2.1          1.55
OTRCD150              MO11971               360          362             2.9          1.54
OTRCD150              MO11972               362          364             4.2          2.59
OTRCD150              MO11973               364          366             2.3          1.84
OTRCD150              MO11974               366          368            1.93          1.49
OTRCD150              MO11975               368          370            2.25          1.97
OTRCD150              MO11976               370          372            1.11           1.5
OTRCD150              MO11977               372          374            1.18          1.21
OTRCD150              MO11978               374          376            1.01          1.04
OTRCD150              MO11979               376          378            1.25          1.09
OTRCD150              MO11980               378          380            0.75          1.04
OTRCD150              MO11981               380          382            2.15           1.5
OTRCD150              MO11982               382          384            0.48          1.04
OTRCD150              MO11983               384          386            0.74           0.8
OTRCD150              MO11984               386          388            1.98           0.7
OTRCD150              MO11985               388          390            0.75          1.08
OTRCD150              MO11986               390          392            1.18           1.2
OTRCD150              MO11987               392          394            0.91          1.34
OTRCD150              MO11988               394          396            1.16          0.95
OTRCD150              MO11989               396          398            0.92          0.82
OTRCD150              MO11990               398          400            0.61          0.72
OTRCD150              MO11991               400          402            0.89          1.06
OTRCD150              MO11992               402          404            1.08          1.09
OTRCD150              MO11993               404          406            1.81          1.27
OTRCD150              MO11994               406          408            0.29          0.97
OTRCD150              MO11995               408          410            1.25          0.91
OTRCD150              MO11996               410          412             1.4          0.99
OTRCD150              MO11997               412          414            1.48          1.07
OTRCD150              MO11998               414          416            2.45          1.65
OTRCD150              MO11999               416          418             2.1          1.19
OTRCD150              MO12000               418          420             2.2          1.37
OTRCD150              MO12001               420          422            1.71          1.03
OTRCD150              MO12002               422          424             1.5          0.86
OTRCD150              MO12003               424          426            1.87          1.17
OTRCD150              MO12004               426          428            1.27          0.76
OTRCD150              MO12005               428          430            1.54          0.99
OTRCD150              MO12006               430          432             2.3          1.08
OTRCD150              MO12007               432          434            1.43          0.68
OTRCD150              MO12008               434          436            1.45          0.84
OTRCD150              MO12009               436          438             2.1          1.22
OTRCD150              MO12010               438          440             3.3          1.36
OTRCD150              MO12011               440          442             2.5          1.12
OTRCD150              MO12012               442          444            3.35          1.34
OTRCD150              MO12013               444          446            0.75          0.66
OTRCD150              MO12014               446          448            1.81          0.97


                                       7



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM       DEPTH TO         Au             Cu
HOLE NO.               SAMPLE               (m)          (m)           (g/t)           (%)
- -------------------------------------------------------------------------------------------
                                                                       
OTRCD150              MO12015               448          450             2.8           1.64
OTRCD150              MO12016               450          452            1.07           0.57
OTRCD150              MO12017               452          454            0.36            0.2
OTRCD150              MO12018               454          456            3.25           0.79
OTRCD150              MO12019               456          458             2.4           0.65
OTRCD150              MO12020               458          460               2           0.81
OTRCD150              MO12021               460          462            2.85           1.55
OTRCD150              MO12022               462          464            1.56           0.65
OTRCD150              MO12023               464          466            1.68           0.83
OTRCD150              MO12024               466          468            0.89           0.42
OTRCD150              MO12025               468          470            0.94           0.52
OTRCD150              MO12026               470          472            0.67           0.53
OTRCD150              MO12027               472          474            0.73            0.5
OTRCD150              MO12028               474          476            1.01           0.97
OTRCD150              MO12029               476          478            1.42           1.21
OTRCD150              MO12030               478          480            0.62           0.54
OTRCD150              MO12031               480          482            0.55           0.39
OTRCD150              MO12032               482          484            1.11           0.68
OTRCD150              MO12033               484          486            1.03           0.85
OTRCD150              MO12034               486          488             0.7           0.52
OTRCD150              MO12035               488          490            1.84           1.17
OTRCD150              MO12036               490          492            0.98           0.58
OTRCD150              MO12037               492          494            0.68           0.46
OTRCD150              MO12038               494          496            0.93           0.72
OTRCD150              MO12039               496          498            1.12           0.74
OTRCD150              MO12040               498          500            0.16           0.03
OTRCD150              MO12041               500          502            0.51           0.31
OTRCD150              MO12042               502          504            0.01           0.01
OTRCD150              MO12043               504          506            0.31           0.17
OTRCD150              MO12044               506          508            0.54           0.37
OTRCD150              MO12045               508          510            1.87           1.02
OTRCD150              MO12046               510          512            1.21           1.21
OTRCD150              MO12047               512          514            0.91           0.82
OTRCD150              MO12048               514          516            0.46           0.46
OTRCD150              MO12049               516          518            0.45           0.36
OTRCD150              MO12050               518          520            0.33           0.33
OTRCD150              MO12051               520          522            0.41           0.31
OTRCD150              MO12052               522          524            0.38           0.34
OTRCD150              MO12053               524          526           -0.01           0.01
OTRCD150              MO12054               526          528            0.03          -0.01
OTRCD150              MO12055               528          530            0.27           0.15
OTRCD150              MO12056               530          532             0.7           0.48
OTRCD150              MO12057               532          534            0.35           0.27
OTRCD150              MO12058               534          536            0.57            0.5
OTRCD150              MO12059               536          538            0.93           1.07
OTRCD150              MO12060               538          540            0.41           0.46
OTRCD150              MO12061               540          542            0.44           0.36
OTRCD150              MO12062               542          544             0.6           0.66
OTRCD150              MO12063               544          546            0.84           0.75
OTRCD150              MO12064               546          548            0.53          -0.01
OTRCD150              MO12065               548          550            0.27           0.36


                                       8



ROSCOE POSTLE ASSOCIATES INC.

               TABLE 4.1 IVANHOE MINES LTD. - OYU TOLGOI PROJECT
                           ASSAYS FROM HOLE OTRCD 150



                                            DEPTH
                                            FROM        DEPTH TO          Au           Cu
HOLE NO.               SAMPLE               (m)           (m)            (g/t)         (%)
- -------------------------------------------------------------------------------------------
                                                                       
OTRCD150              MO12066               550            552            0.4          0.51
OTRCD150              MO12067               552            554           0.32          0.57
OTRCD150              MO12068               554            556           0.32          0.63
OTRCD150              MO12069               556            558           0.28           0.5
OTRCD150              MO12070               558            560           0.22          0.38
OTRCD150              MO12071               560            562            0.7          0.83
OTRCD150              MO12072               562            564           0.31           0.7
OTRCD150              MO12073               564            566           0.24          0.69
OTRCD150              MO12074               566            568           0.34          0.53
OTRCD150              MO12075               568            570           0.19           0.6
OTRCD150              MO12076               570            572            0.5          0.67
OTRCD150              MO12077               572            574           0.34          0.57
OTRCD150              MO12078               574            576           0.37          0.51
OTRCD150              MO12079               576            578           0.38          0.62
OTRCD150              MO12080               578            580           0.05           0.1
OTRCD150              MO12081               580            582           0.03          0.07
OTRCD150              MO12082               582            584           0.03          0.05
OTRCD150              MO12083               584            586           0.03          0.04
OTRCD150              MO12084               586            588           0.04          0.03
OTRCD150              MO12085               588          590.7           0.02         -0.01


SAMPLE PREPARATION, ANALYSES AND SECURITY

     At the time of RPA' s visit Ivanhoe' s procedure was to ship samples of
half core from the site to Ulaanbaatar for additional preparation in Analab's
facility. All sampling and preparation at the exploration site was done by
Ivanhoe employees. For quality control at the exploration site, blanks and
duplicate samples are inserted so that 1 sample in 20 is either a blank or a
duplicate, alternately. Blanks are made from core of a post ore rhyolii dike.
Duplicates are made from quartered core from a previously assayed interval.

     The entire sample is crushed to a coarse sand size. This material is split
with a riffle splitter to provide a 500 g sample which is pulverized to 90%<70
microns. One sample in 20 is wet sieved to ensure that the particle size stays
constant. Analabs uses a computer program to select random samples for duplicate
assays. Ivanhoe plans to move the sample preparation step from Ulaanbaatar to
the exploration site when the necessary machinery

                                       9



ROSCOE POSTLE ASSOCIATES INC.

arrives at the site.

     From the 500 g pulverized sample, a 30 g sample is split out for fire assay
and smaller samples are digested in acid for Atomic Absorption analysis of
copper, molybdenum and other metals. The complete assay protocols used by
Analabs are included in Appendix 2.

     Analabs Mongolia is a branch of Analabs Pty. Ltd., an Australian analytical
Laboratory with twenty-six laboratories in Australia and Southeast Asia. It is
RPA's understanding that Analabs has subsequently been purchased by SGS Group, a
large international analytical company.

     Analabs maintains its internal accuracy by repeating analyses on a routine
basis. It utilizes a randomizing computer program for duplicating samples. The
laboratory produces QA/AC reports on a monthly basis so clients can have an
ongoing check of the quality of their assays. This laboratory also participates
in round robin assaying by all of the Analabs laboratories to maintain an
internal check on accuracy.

     Ivanhoe had not requested the QA/QC reports at the time of RPA's visit, so
they were not available for inspection. The most recent Analabs round robin in
May 2001 assayed two standard samples of gold: IRR48/A with a fire assay value
of 2.56 ppm (standard deviation (SD) 0.09) and a Aqua Regia value of 2.56 ppm
(SD 0.18), and IRR48/B with a fire assay value of 0.87 ppm (SD 0.05) and an Aqua
Regia value of 0.85 ppm (SD 0.05). Analabs Mongolia obtained average values of
2.85 ppm for IRR48/A and 0.94 ppm for IRR48/B using fire assays. Both values
were too high to be acceptable to Analabs at that time. Since then, subsequent
batches of gold check assays at other labs from the Southwest Oyu drilling, have
been acceptable, as discussed later. It would be useful to have standard samples
analyzed by Analabs on a routine basis.

     RPA examined a set of 101 duplicate copper analyses and 96 duplicate gold
analyses done by Analabs of samples from Oyu Tolgoi. Figure 4.1 shows the
distribution of the values of both copper and gold on a Thompson-Howarth plot.
The values for variance and the distribution on the graph indicate that the
Analabs reproducibility for both

                                       10



ROSCOE POSTLE ASSOCIATES INC.

copper and gold is acceptable, in RPA's view.

     RPA believes that sampling and sample preparation methods are consistent
with industry standards. Analytical procedures obtain reproducible values for
copper and gold. When the values obtained by Analabs are compared to values
obtained by other laboratories from the same pulps (next section) the copper
results are good, the gold results are acceptable and the molybdenum results
need additional work.

DATA VERIFICATION

     RPA approached data verification in three ways. First, we collected samples
of drill core and the corresponding pulps and sections in Mongolia and brought
them to Canada for analyses at XRAL in Toronto. Second, RPA obtained rejects of
RCD samples and brought them to Canada to be re-analyzed. Third, RPA reviewed
the results of check assays done on pulps of RC or diamond drill core samples
done by Bondar-Clegg and Chemex Laboratories in Vancouver.

RPA SAMPLES AND ASSAYS

     At the site, RPA collected seven samples of drill core, each about 15 cm
long, from seven, 1 m and 2 m sample intervals in OTRCD 149, 150 and OTD 159.
From the Analabs warehouse in Ulaanbaatar, RPA obtained reject and pulp samples
corresponding to five of the core samples. In two instances the reject and pulp
samples were for intervals close to the core sample interval. At XRAL (SGS) in
Toronto the specific gravity was measured using water displacement for each core
sample. All core samples, reject samples and pulp samples were assayed for Au,
Cu and Mo. In addition the pulp samples were analyzed for 32 elements using an
ICP process.

     RPA specific gravity measurements are compared with Ivanhoes in Table 4.2.

                                       11



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4.2 IVANHOE MINES LTD. - OYU TOLGOI PROJECT COMPARISONS OF SPECIFIC
                                    GRAVITY



                      RPA SAMPLES    IVANHOE SAMPLES
                         n = 7           n = 930
- ----------------------------------------------------
                               
Range                 2.71 - 2.94      2.64 - 2.90
Average                  2.82             2.77
Standard Deviation       n/a              0.13


Without weighing the 930 samples by rock type, this is a good correspondence.

         Tables 4.3, 4.4 and 4.5 list the XRAL assay values for the RPA core
rejects and pulp samples along with the values obtained by Analabs. For the
copper assays the XRAL values are close to the Analabs assays values for the
pulps and for the rejects. For core samples the XRAL values are the same order
of magnitude as the Analabs assays but do not correspond as well with them. This
is to be expected since RPA core samples are 15 cm long half core sample and the
samples Ivanhoe submitted to Analabs are 1 m or 2 m long half core samples.

         Except for one sample, the XRAL gold assays of the reject and pulp
samples correspond with the Analabs value, although the Analabs gold values tend
to be somewhat higher. For Sample 11886, the Analabs value for the reject is
double the XRAL assays.

         The XRAL values for core are in the same order of magnitude as the
Analab values, except for Sample 11849, but differ due to different core sample
sizes, as noted above for copper.

         The molybdenum values are too low for a meaningful comparison among the
XRAL assays and there are no Analabs Mo assays to compare with.

         The RPA check samples confirm that copper and gold are present in the
Ivanhoe core in the amounts indicated in the Analabs assays.

                                       12



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4.3 IVANHOE MINES LTD. - OYU TOLGOI PROJECT CHECK ASSAYS FOR COPPER



                                                                IVANHOE
                                                               SAMPLES AT
                                 RPA SAMPLES AT XRAL CANADA     ANALABS

DRILL HOLE NO. AND     SAMPLE    Cu %       Cu %      Cu %
     INTERVAL            NO.     CORE      REJECT     PULP        Cu %
- -------------------------------------------------------------------------
                                                   
OTRCD 150

116 - 118 m            11849      0.29         -         -        0.41
124 - 126 m            11853         -      0.60      0.74        0.74
190 - 192 m            11886      0.44      0.59      0.68        0.60
336 - 338 m            11959      0.84      0.87      1.10        1.06

OTD 159

55 - 56 m              13050      1.79      1.13      1.27        1.23
115 - 116 m            13110      1.02      0.86      0.86        0.76
180 - 182 m            13149      0.89      0.62      0.60        0.55

OTRCD 149

73 - 75 m              11595      2.81         -         -        1.96
62 - 63 m              11589         -      0.40      0.43        0.42


                                       13



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4.4 IVANHOE MINES LTD. - OYU TOLGOI PROJECT CHECK ASSAYS FOR GOLD



                                                                     IVANHOE
                                                                    SAMPLES AT
                                   RPA SAMPLES AT XRAL CANADA        ANALABS

DRILL HOLE NO. AND    SAMPLE    Au (ppb)    Au (ppb)    Au (ppb)
     INTERVAL           NO.       CORE       REJECT       PULP       Au (ppb)
- ------------------------------------------------------------------------------
                                                      
OTRCD 150

116 - 118 m           11849       242           -            -         6,560
124 - 126 m           11853         -         450          624           730
190 - 192 m           11886       693         668          618         1,400
336 - 338 m           11959       514         775        1,070         1,170

OTD 159

55 - 56 m             13050       251          71          152           220
115 - 116 m           13110        62         119           97           140
180 - 182 m           13149        45          34           52            60

OTRCD 149

62 - 63 m             11589         -          14           34            30
73 - 75 m             11595       171           -            -           310


                                       14



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4.5 IVANHOE MINES LTD. - OYU TOLGOI PROJECT CHECK ASSAYS FOR MOLYBDENUM



                             INDEPENDENT ASSAYS      ANALABS
                                XRAL TORONTO          ASSAY

DRILL HOLE NO.   SAMPLE   Mo (%)   Mo (%)   Mo (%)
    ASSAY          NO.     CORE    REJECT    PULP    Mo (%)
- ------------------------------------------------------------
                                      
OT 150

116 - 118 m       11849   <0.01         -       -         -
124 - 126 m       11853       -     <0.01   <0.01         -
190 - 192 m       11886   <0.01     <0.01   <0.01         -
336 - 338 m       11959    0.02      0.02    0.02         -

OT 159

55 - 56 m         13050    0.03      0.01    0.01         -
115 - 116 m       13110   <0.01      0.01    0.01         -
180 - 182 m       13149   <0.01     <0.01   <0.01         -

OT 149

73 - 75 m         11595    0.01         -       -         -
62 - 63 m         11589       -     <0.01   <0.01         -


         Table 4.6 lists the ICP analyses of 7 pulp samples for 32 elements.
Three of the seven samples contain significant amounts of arsenic, ranging from
29 ppm to 588 ppm. The samples with the As anomalies are all from Hole OTRCD
159.

         All of the pulps are geochemically anomalous in molybdenum. In addition
to its possible commercial value, molybdenum might make a useful tracer for
copper-gold mineralization in soil and/or rock samples away from zones of known
mineralization as an exploration tool.

         All the pulps were also anomalous in silver but it is probably too
mobile to serve as a tracer element.

          TABLE 4.6 IVANHOE MINES LTD. - OYU TOLGOI PROJECT 32 ELEMENT
                          ICP SCAN OF THE PULP SAMPLES



ELEMENT   Mo 11853   Mo 11886   Mo 11959   Mo 13050   Mo 13110   Mo 13149   Mo 11589
- ------------------------------------------------------------------------------------
                                                       
Be ppm      <0.5       <0.5       <0.5       <0.5        <0.5      <0.5       <0.5
  Na %      0.08       0.05       0.04       0.02        0.01      0.02       0.04
  Mg %       3.6       3.67       0.18      <0.01       <0.01      0.02       0.29
  Al %      2.96       2.75       0.59        0.3        0.33      0.58       1.61
   P %      0.14       0.13      <0.04      <0.01       <0.01     <0.01       0.05



                                       15


ROSCOE POSTLE ASSOCIATES INC.


                                                        
   K %      0.48       0.44       0.43       0.19       0.13       0.36       0.32
  Ca %      2.12       1.61       0.21       0.02      <0.01       0.01       0.17
Sc ppm      20.3       18.1       <0.5       <0.5       <0.5        0.8       <0.5
  Ti %      0.12       0.25      <0.01      <0.01      <0.01      <0.01      <0.01
 V ppm       265        229          6         20         22         11         19

Cr ppm       131         60        107        100         91         61         23
Mn ppm       922        912         43         15         11         13        930
  Fe %      8.61       6.81       2.57       8.84       4.43        4.1       4.86
Co ppm        41         34          5         27         63         40         10
Ni ppm        44         25          4         12         19         23          6

Cu ppm      7100       6330     >10000     >10000       8780       5970       4200
Zn ppm      97.9       83.9        189       30.1       22.6       62.2        134
As ppm        <3         <3         <3         29        588         97         <3
Sr ppm      49.5       25.2       23.3       30.4       13.2        8.2       22.6
 Y ppm      11.4       11.9        2.7        0.5        0.6        0.8        3.4

Zr ppm       2.5        1.3        1.7        1.3        0.8        1.9          7
Mo ppm        32         23        165        139        114         42         21
Ag ppm       2.1        1.9        2.1        >10        2.7        1.6        1.5
Cd ppm        <1         <1         <1         <1          5         <1         <1
Sn ppm       <10        <10        <10        <10        <10        <10        <10

Sb ppm        <5         <5         <5         <5         <5         <5         <5
Ba ppm         7          8         27          4          6        132         97
La ppm       0.7        0.7        5.3       <0.5       <0.5       <0.5        1.6
 W ppm       <10        <10        <10        <10        <10        <10        <10
Pb ppm         8          8         35         29         16          8         25

Bi ppm      *INF       *INF       *INF       *INF       *INF       *INF       *INF
Li ppm        33         32          2         <1         <1          1         13


Note: *INF Composition of Sample makes detection impossible with this method.

                                       16


ROSCOE POSTLE ASSOCIATES INC.

REJECTS FROM RC SAMPLES

         RPA obtained rejects from 14 samples from the RC portion of RCD OTRCD
159. These samples were assayed for Cu, Au and Mo at XRAL in Toronto. All of the
samples had corresponding values from Analabs for copper and 11 of the samples
had been previously assayed for gold at Analabs. Results are shown in Table 4.7.
While the small number of samples does not allow meaningful statistical
comparison, the values from Analabs and XRAL appear to correspond very well.

             TABLE 4.7 IVANHOE MINES LTD. - OYU TOLGOI PROJECT CHECK
                    ASSAYS OF RC REJECTS FOR COPPER AND GOLD



                Au (ppb)          Cu (%)           Mo (%)
SAMPLES      XRAL   ANALABS   XRAL   ANALABS   XRAL    ANALABS
- --------------------------------------------------------------
                                     
Mo5887        13      ND      0.19   0.104      0.01     ND
Mo5888        15      ND      0.23   0.182      0.01     ND
Mo5889        13      ND      0.29    0.29      0.02     ND
Mo5911        95      ND      1.25    1.27     <0.01     ND
Mo5912       238      ND       1.4    1.42     <0.01     ND
Mo5922        99      ND      1.04    1.03     <0.01     ND
Mo5923        82      ND      0.77   0.691     <0.01     ND
Mo5928        87      ND      0.75   0.659     <0.01     ND
Mo5929       114      ND      0.75   0.658      0.04     ND
Mo5935        44      ND      0.56   0.482      0.02     ND
Mo5936        74      ND      0.76    0.72      0.01     ND
Mo9901        18      30       0.3   0.285     <0.01     ND
Mo9902         6      30      0.27   0.265      <001     ND
Mo9903         7      10       0.5   0.516     <0.01     ND

DUP-Mo5887    12              0.19              0.01
DUP-M09902     7              0.27             <0.01


                                       17



ROSCOE POSTLE ASSOCIATES INC.

CHECK ASSAYS ON PULPS BY OTHER LABORATORIES

         Ivanhoe sent batches of pulps to Bondar Clegg and Chemex Laboratories
in Vancouver for check assays on the original Analabs assays. RPA has examined
the results of three batches of pulps that were check assayed in Vancouver.

         The initial comparison was made on 56 pulps from RC samples, which were
assayed at Analabs, Bondar Clegg and Chemex for gold and molybdenum and at
Analabs and Chemex for copper.

FIRST SET OF OUTSIDE CHECK ASSAYS

         The results of these analyses are shown in Figures 4.2, 4.3, and 4.4.
Copper analyses at Analabs, Chemex and Bondar Clegg gave essentially the same
results. The gold values at Analabs are systematically higher than either Chemex
or Bondar Clegg. The gold values at Bondar Clegg and Analabs are closer compared
to those at Chemex.

         For molybdenum, Bondar Clegg and Chemex give similar results, however,
both sets are very different from those at Analabs. There is so much variance in
the molybdenum assays between Analabs and the Vancouver labs that RPA wonders if
the pulps were thoroughly mixed before they were re-sampled in Mongolia. If the
pulp samples were not thoroughly mixed, but the split sent to Vancouver was
carefully mixed by the first lab before a split was sent to the second lab the
Vancouver labs would have similar results, but may be different from those
obtained in Mongolia. More work is needed on the molybdenum assays at Analabs.

SECOND SET OF OUTSIDE CHECK ASSAYS

         The second set of assay comparisons was made with 26 pulp samples from
diamond drill core analyzed at Analabs and Bonder Clegg. Results are summarized
in Figure 4.6. Analabs tends to get higher gold assays for values >1 g/t but
most sample pairs show little variance. Copper assays are evenly distributed
above and below zero difference some 91% of the values show less than" 10%
variance.

                                       18



ROSCOE POSTLE ASSOCIATES INC.

         Molybdenum assays for these samples are widely scattered. Once again
incomplete sample mixing could contribute to the problem or it may be just an
inappropriate assay technique. More work is needed.

THIRD SET OF OUTSIDE CHECK ASSAYS

         The third set of duplicate samples consists of 81 pulps from split core
samples assayed at Analabs in Mongolia and Bondar Clegg in Vancouver for copper
and gold. The correlation coefficients for gold and copper are 0.71 and 0.78.
Figures 4.8 and 4.9 show Thompson and Howarth Plots of the copper and gold
duplicates. Copper values show a symmetrical distribution around zero
difference. Although there are a few outliers the bulk of the samples fit into
an acceptable distribution. The gold values show an tight distribution around
zero.

         In the three sets of outside check assays for gold the correlation
between the values obtained by Analabs and the outside laboratories has steadily
improved.

                                       19



ROSCOE POSTLE ASSOCIATES INC.

                 [GRAPH OF DUPLICATE COPPER ASSAYS AT ANALABS]

                                       1


ROSCOE POSTLE ASSOCIATES INC.

                 [GRAPH OF DUPLICATE GOLD ASSAYS AT ANALABS]

                                       2


ROSCOE POSTLE ASSOCIATES INC.

                 [GRAPH OF FIRST SET OF 54 Cu RE-ASSAYS, CHEMEX]

                                       3

ROSCOE POSTLE ASSOCIATES INC.

                [GRAPH OF FIRST SET OF 56 Au RE-ASSAYS, CHEMEX]

                                       4

ROSCOE POSTLE ASSOCIATES INC.

            [GRAPH OF FIRST SET OF 56 Au RE-ASSAYS AT BONDAR CLEGG]

                                       5

ROSCOE POSTLE ASSOCIATES INC.

               [GRAPH OF FIRST SET OF 26 Mo RE-ASSAYS AT CHEMEX]

                                       6

ROSCOE POSTLE ASSOCIATES INC.

            [GRAPH OF SECOND SET OF 23 Cu RE-ASSAYS AT BONDAR CLEGG]

                                       7


ROSCOE POSTLE ASSOCIATES INC.

            [GRAPH OF SECOND SET OF 23 Au RE-ASSAYS AT BONDAR CLEGG]

                                       8


ROSCOE POSTLE ASSOCIATES INC.

            [GRAPH OF THIRD SET OF 72 Cu RE-ASSAYS AT BONDAR CLEGG]

                                       9


ROSCOE POSTLE ASSOCIATES INC.

            [GRAPH OF THIRD SET OF 72 Au RE-ASSAYS AT BONDAR CLEGG]

                                       10


ROSCOE POSTLE ASSOCIATES INC.

APPENDIX 5 DRILLING SUMMARY TABLES

LIST OF TABLES



                                                                                    PAGE
                                                                                 
TABLE 3  BHP DIAMOND DRILL HOLES Ivanhoe Mines Ltd. Oyu Tolgoi Project ..........     1
TABLE 4  REVERSE CIRCULATION DRILLING PROGRAM ...................................
         Ivanhoe Mines Ltd. Oyu Tolgoi Project...................................     2
TABLE 5  "IVANHOE 2001 REVERSE CIRCULATION, .....................................
         REVERSE CIRCULATION / DIAMOND, AND DIAMOND .............................
         DRILLING PROGRAMS" Ivanhoe Mines Ltd. Oyu Tolgoi Project ...............     4


                                       i



ROSCOE POSTLE ASSOCIATES INC.

TABLE 3 BHP DIAMOND DRILL HOLES IVANHOE MINES LTD. OYU TOLGOI PROJECT



                                   ELEVATION   LENGTH
HOLE NUMBER   EASTING   NORTHING     m AMSL     (m)
                                   
  OTD001      651028    4763885       1126      136
  OTD002      650357    4764995       1136       99
  OTD003      651029    4764044       1129      186
  OTD004      651258    4762854       1130      251
  OTD005      650309    4762668       1128      208
  OTD006      651026    4764990       1124      121
  OTD007      651046    4762641       1126      280
  OTD008      651642    4763034       1122      100
  OTD009      650525    4763000       1132      243
  OTD010      650826    4763300       1125      153
  OTD011      650381    4763196       1133      100
  OTD012      651080    4763411       1122      142
  OTD013      651275    4764296       1121      201
  OTD014      651275    4764695       1121      145
  OTD015      651774    4764295       1115      101
  OTD016      650630    4763995       1129       76
  OTD017      650633    4764392       1129      121
  OTD018      651271    4763739       1119      200
  OTD019      650830    4762697       1128      157
  OTD020      651026    4763092       1123      250
  OTD021      651626    4762541       1120      134
  OTD022      651629    4762299       1119      160
  OTD023      651325    4762496       1122      251


                                       1



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4 REVERSE CIRCULATION DRILLING PROGRAM IVANHOE MINES LTD. OYU TOLGOI
                                    PROJECT



                                   ELEVATION   LENGTH
HOLE NUMBER   EASTING   NORTHING     m AMSL     (m)
                                   
 OTRC024      650386    4763542       1131       85
 OTRC025      651038    4764046       1127      133
 OTRC026      651026    4764093       1125      108
 OTRC027      651026    4764292       1125       79
 OTRC028      651025    4764492       1124      103
 OTRC029      651231    4764493       1122      108
 OTRC030      651224    4764297       1122      115
 OTRC031      651223    4764096       1120      100
 OTRC032      651224    4763893       1120      111
 OTRC033      651225    4763692       1120      123
 OTRC034      651026    4763693       1122      113
 OTRC035      650828    4763692       1124       86
 OTRC036      650827    4763889       1127       60
 OTRC037      650824    4764092       1125      133
 OTRC038      650826    4764293       1127       69
 OTRC039      650825    4764492       1126      108
 OTRC040      651022    4764579       1128      100
 OTRC041      651429    4764492       1121       70
 OTRC042      651473    4764294       1119       48
 OTRC043      651425    4764093       1118       48
 OTRC044      651424    4763892       1118       63
 OTRC045      651422    4763691       1118       60
 OTRC046      650726    4764092       1126       78
 OTRC047      650822    4763994       1129       88
 OTRC048      650829    4764190       1125       68
 OTRC049      650936    4764093       1126       88
 OTRC050      650935    4763988       1132      100
 OTRC051      651024    4764191       1123       86
 OTRC052      651120    4764103       1123       83
 OTRC053      651006    4763876       1127      108
 OTRC054      651022    4763800       1124       83
 OTRC055      651398    4763246       1120       80
 OTRC056      650420    4763392       1131       58
 OTRC057      650724    4763891       1129       73
 OTRC058      650722    4763992       1128      108
 OTRC059      650526    4764793       1132       53
 OTRC060      650527    4764993       1132       93
 OTRC061      650527    4765192       1129       78
 OTRC062      650328    4765195       1133       80
 OTRC063      650325    4764999       1137       80
 OTRC064      650326    4764793       1134       78
 OTRC065      650125    4764791       1137       58
 OTRC066      650120    4764992       1137       68
 OTRC067      650116    4765195       1138       58
 OTRC068      650526    4763593       1130       78
 OTRC069      650723    4763592       1125      118
 OTRC070      651268    4763556       1119       53
 OTRC071      651430    4763594       1118       48
 OTRC072      651907    4763917       1118       48
 OTRC073      650427    4762688       1131      133
 OTRC074      650424    4762495       1127       83
 OTRC075      650226    4762495       1123       64


                                       2



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4 REVERSE CIRCULATION DRILLING PROGRAM IVANHOE MINES LTD. OYU TOLGOI
                                    PROJECT



                                   ELEVATION   LENGTH
HOLE NUMBER   EASTING   NORTHING     m AMSL     (m)
                                   
 OTRC076      650029    4762693       1124       86
 OTRC077      650424    4762890       1132      131
 OTRC078      650029    4762494       1123       54
 OTRC079      650226    4762892       1129       88
 OTRC080      650026    4762889       1126       58
 OTRC081      650014    4762272       1124       58
 OTRC082      651026    4764692       1124      118
 OTRC083      651025    4764892       1125      102
 OTRC084      651227    4764887       1122       88
 OTRC085      651423    4764894       1121       58
 OTRC086      651424    4764685       1170       73
 OTRC087      651025    4764128       1124       69
 OTRC088      651023    4763831       1124       60
 OTRC089      651110    4763875       1123       73
 OTRC090      651122    4763984       1125       73
 OTRC091      650827    4764694       1128      123
 OTRC092      650822    4764884       1129      103
 OTRC093      650935    4764190       1124       88
 OTRC094      651127    4764193       1122      130
 OTRC095      651224    4764194       1121      103
 OTRC096      650723    4764188       1127       78
 OTRC097      650930    4763884       1126       73
 OTRC098      650925    4764889       1126       38
 OTRC099      650724    4764695       1130       30
 OTRC100      650822    4764787       1127      108
 OTRC101      650826    4764992       1129       60
 OTRC102      650621    4764781       1131       88
 OTRC103      651945    4765165       1117       38
 OTRC104      651881    4764683       1117       48
 OTRC105      650956    4762866       1126      108
 OTRC106      651249    4762575       1124       68
 OTRC107      650830    4762499       1129       58
 OTRC108      650652    4762694       1130       87
 OTRC109      650923    4763805       1125       60
 OTRC110      651222    4763800       1120       88
 OTRC111      651119    4763803       1122       98
 OTRC112      651334    4763896       1118       63
 OTRC113      650875    4764048       1127       83
 OTRC114      651010    4763993       1133      108
 OTRC115      651174    4763998       1122       58
 OTRC116      652039    4763415       1127       58
 OTRC117      650724    4764695       1130       67
 OTRC118      650697    4764998       1129       78
 OTRC119      650603    4764684       1132      113
 OTRC120      650695    4765394       1127       53
 OTRC121      651003    4765392       1126       48
 OTRC122      651299    4765400       1121       48
 OTRC123      650603    4763893       1129       58
 OTRC124      650402    4762293       1124       63
 OTRC125      651998    4762745       1118       60
 OTRC126      650532    4764704       1133      108
 OTRC127      650304    4764701       1133       73


                                       3



ROSCOE POSTLE ASSOCIATES INC.

TABLE 4 REVERSE CIRCULATION DRILLING PROGRAM IVANHOE MINES LTD. OYU TOLGOI
                                    PROJECT



                                   ELEVATION   LENGTH
HOLE NUMBER   EASTING   NORTHING     m AMSL     (m)
                                   
 OTRC128      651320    4764195       1120      110
 OTRC129      651323    4764090       1119       83
 OTRC130      651321    4763791       1118       83
 OTRC131      650336    4764184       1137       73
 OTRC132      650154    4763852       1137       58
 OTRC133      652023    4762576       1118      108


TABLE 5 "IVANHOE 2001 REVERSE CIRCULATION, REVERSE CIRCULATION / DIAMOND, AND
        DIAMOND DRILLING PROGRAMS" IVANHOE MINES LTD. OYU TOLGOI PROJECT



                                                   ELEVATION   LENGTH
               HOLE NUMBER   EASTING   NORTHING      m AMSL      (m)
                                                
 RC DRILLING     OTRC137      650889    4762792       1126      122
                 OTRC138      650881    4762932       1125      155
                 OTRC139      650815    4762859       1127      134
                 OTRC140      650750    4762781       1129       95
                 OTRC141      651178    4762986       1124      135
                 OTRC142      651340    4762939       1125      100
                 OTRC143      651410    4763015       1123      145
                 OTRC144      651522    4762917       1124      145
                 OTRC145      651456    4762841       1125      125
                 OTRC146      651572    4762974       1123      150
                 OTRC147      651634    4762826       1123      175
                 OTRC148      651328    4762688       1124      114
                 OTRC151      651141    4762759       1128      105
                 OTRC152      651438    4762821       1126      107
                 OTRC153      651603    4762785       1124      134
                 OTRC154      650843    4762965       1126      138
                 OTRC155      650907    4763042       1125       78
                 OTRC156      650931    4763152       1125       78
                 OTRC157      650672    4762845       1129       91
                 OTRC158      650533    4762831       1131      176

RCD DRILLING    OTRCD149      651290    4762900       1129      405
                OTRCD150      650621    4763038       1131      591
                OTRCD169      650553    4762940       1132      751

  D DRILLING      OTD159      651132    4764193       1121      450
                  OTD160      650694    4763140       1129      461
                  OTD161      650774    4763082       1127      472
                  OTD162      650629    4763187       1130      363
                  OTD163      650550    4762936       1132      489
                  OTD164      651376    4762983       1124      517
                  OTD165      650384    4762700       1131      531
                  OTD166      650712    4762980       1130      600
                  OTD167      650086    4762520       1121      415


                                       4



ROSCOE POSTLE ASSOCIATES INC.

TABLE 5 "IVANHOE 2001 REVERSE CIRCULATION, REVERSE CIRCULATION / DIAMOND, AND
        DIAMOND DRILLING PROGRAMS" IVANHOE MINES LTD. OYU TOLGOI PROJECT



                                     ELEVATION  LENGTH
HOLE NUMBER   EASTING    NORTHING     m AMSL     (m)
                                    
  OTD168        650183      4762853      1175      550
  OTD170        650890      4762680      1127      535
  OTD171        650556      4763084      1131      614
  OTD172        650484      4762991      1130      600
  OTD173        650635      4762886      1130      700
  OTD174        650845      4763184      1126      600
  OTD175     650739.20   4763193.50   1129.10    461.3
  OTD176     650625.89   4763267.60   1126.90    674.9
  OTD177     650518.00   4763218.00   1130.20    591.6
  OTD178     650742.00   4763193.00   1129.00    488.8
  OTD179     650762.30    476238.70   1126.20    490.4
  OTD180     640334.00   4762766.80   1129.10     1000
  OTD181     650912.00   4763279.10   1122.10      700
  OTD182     649928.00   4763015.00    1130.0      600
  OTD183     650871.81   4763100.60   1125.00     1000
  OTD184     640545.20   4763103.20   1130.60      600
  OTD185     650395.00   4763304.00   1131.00      ?


                                       5