EXHIBIT 20.7

[IVANHOE MINES LOGO]

                             Letter to Shareholders
                              Third Quarter, 2002

                  QUARTERLY HIGHLIGHTS AND RECENT DEVELOPMENTS

IN MONGOLIA

- -    Ivanhoe Mines has discovered an extensive zone of copper-rich
     mineralization with gold at the Far North Zone of the Turquoise Hill (Oyu
     Tolgoi) gold and copper project in southern Mongolia. The new drilling
     results from the Far North Zone contain the most impressive mineral
     intercepts that the company has encountered to date at Turquoise Hill.

- -    Resource-definition drilling at the three other principal discovery zones
     at Turquoise Hill -- Southwest, South and Central -- continued to intersect
     thick intercepts of gold and copper mineralization. An updated, independent
     resource calculation for the entire project, based on year-end results,
     will be prepared in January, 2003.

- -    Ivanhoe's initial exploration drilling at the Kharmagtai project, 120
     kilometres north of Turquoise Hill, intercepted near-surface, high-grade
     gold and copper porphyry mineralization, similar to the high-grade porphyry
     mineralization at Turquoise Hill's Southwest Oyu Discovery Zone.
     Exploration drilling and trenching on seven gold and copper prospects is
     ongoing.

IN MYANMAR

- -    Copper production attributable to Ivanhoe from the S&K Mine was 3,587
     tonnes (7.9 million pounds) in the third quarter of 2002. Ivanhoe's share
     of copper sales from S&K in the third quarter totalled US$5.12 million, and
     Ivanhoe's share of the mine's operating profit was US$1.48 million.

- -    Exploration drilling commenced at the Modi Taung (Block 10) gold project in
     Central Myanmar. Ivanhoe is preparing options to develop a small-scale,
     underground gold mine at Modi Taung.

                                   [PICTURE]

     Ivanhoe's geologists examine high-grade drill core from the Turquoise Hill
     discovery in southern Mongolia.

IN AUSTRALIA

- -    Sales of pellets from the Savage River iron ore mine during the quarter
     totalled approximately 508,000 tonnes, an improvement of 25% over the same
     quarter of 2001. Net revenue from the higher sales during this year's third
     quarter was approximately US$14.1 million, an improvement of 18.5% over the
     total sales revenue recorded during the third quarter of 2001.

- -    In September, an Ivanhoe subsidiary paid a third-party financial
     institution US$8.1 million



     (A$15 million) to acquire project debt totalling US$41 million (A$75
     million) - an 80% discount to face value. The transaction simultaneously
     eliminated a very unfavourable currency hedge and removed virtually all of
     the iron ore project debt.

IN SOUTH KOREA

- -    The Silver Hill (Eunsan) gold and silver mine successfully completed its
     start-up, open-pit phase. Milling of low-grade open-pit ore is continuing
     while underground pre-production development work proceeds. During the
     quarter, the mine produced and sold 3,248 ounces of gold and 125,039 ounces
     of silver contained in dore.

IN CHINA

- -    Ivanhoe announced in September that it had agreed to acquire an additional
     8.6 million shares in Pacific Minerals, a Canadian company that is
     exploring important precious and base metals projects in China. Ivanhoe now
     owns 38.4% of the issued and outstanding shares of Pacific Minerals, and
     42.2% on a fully-diluted basis.

- -    Ivanhoe has the right to earn 80% in all of Pacific Minerals' present and
     future mineral-concession interests in China, including the 217 Gold
     Project in Inner Mongolia, the JBS Platinum Palladium Project in Yunnan
     Province, and the newly acquired gold/silver and polymetallic prospects in
     Liaoning, Yunnan and Guizhou provinces.

EXPLORATION AND DEVELOPMENT

MONGOLIA UPDATE:
TURQUOISE HILL (OYU TOLGOI) PROJECT

The past six months have seen a rapid transformation of the Turquoise Hill
Project from a gold and copper exploration play to a large-scale development
project focused on mine planning, scoping and infrastructure studies. Ivanhoe
now has identified four principal zones of porphyry-related, gold-copper
mineralization at Turquoise Hill. The zones, South Oyu, Southwest Oyu, Central
Oyu and Far North Oyu, are along a 3.5-kilometre, northerly-trending structural
corridor within the 12-square-kilometre core target area at Turquoise Hill.

     Given the company's recent successes in outlining new areas of high-grade
gold and copper mineralization at Turquoise Hill, Ivanhoe's engineering group
has begun preliminary economic and operational studies that will evaluate a
range of development scenarios, including initial production rates of between
50,000 and 100,000 tonnes per day, utilizing various mining methods and capital
scheduling combinations to optimize returns.

SOUTH OYU AND SOUTHWEST OYU

Recent work at Southwest Oyu has consisted primarily of infill drilling of the
high-grade core within the existing Southwest Oyu pit boundaries, as presently
modelled, to confirm the zone's grade and continuity. The drilling also is
intended to upgrade the Southwest Zone's existing high-grade core from an
"inferred" resource classification to the higher "indicated" and "measured"
classifications, which can be used for feasibility studies.

     The new results will be incorporated into an updated, independent resource
estimate for the entire project, expected to be released in January, 2003. The
most recent independent resource calculation, prepared May 29,2002, estimated
that the Southwest Zone alone had an inferred resource of 821 million tonnes
grading 0.52 grams of gold per tonne (g/t) and 0.38% copper, based on a cutoff
grade of 0.30% copper equivalent. At a 0.50% copper cut-off, the inferred
resource was estimated to be 469 million tonnes grading 0.70 grams of gold per
tonne and 0.48% copper. The May 29 estimate, by AMEC, was based on 32 core holes
(totalling approximately 15,000 metres) covering an area of approximately 1,200
metres in strike length, 300 metres wide and 950 metres below surface. By
mid-November, an additional 22 holes at the Southwest Zone had been completed
since the May resource estimate was prepared.

CENTRAL OYU

The Central Zone is approximately mid-way between the original discovery at the
Southwest Zone and the new high-grade discovery at the Far North Zone. Recent
drilling has defined excellent continuity within the
covellite-chalcocite-dominated core of the Central Zone, and also expanded the
gold-rich chalcopyrite (copper) mineralization to the north side of this massive
zone.



Ivanhoe's Turquoise Hill Discovery...so far

                                     [MAP]

     The Central Zone is outlined by a large, 1,000-metre by 500-metre
induced-polarization (IP) anomaly. Drilling to date has delineated an ovoid body
of hypogene covellite and chalcocite mineralization that overprints a
surrounding body of gold-rich chalcopyrite mineralization. The gold grades
appear to be increasing with depth in the Central Zone, a phenomenon that also
is evident in the Southwest Zone. The primary mineralization is still open
laterally to the north, to the east and to depth. The zone is approximately 600
metres long and between 400 metres to 400 metres wide; it is currently known to
extend to a minimum depth of 400 to 500 metres, which remains open. The
mineralized zone dips gently to the north toward the Far North Zone.

     Ivanhoe has drilled more than 40 holes, totalling approximately 16,000
metres, in the Central Zone in the past nine months to delineate the grade and
scope of the deposit. The results significantly expand the known dimensions of
the Central mineralized zone that now has become a key component in the overall
development concept for the Turquoise Hill Project. This plan, in its current
form, envisions open-pit development of the Southwest and Central zones in
conjunction with large-scale, open-pit or possible underground development of
the Far North Zone.

FAR NORTH OYU

The Far North Zone is distinguished by the highest continuous copper grades
encountered on the Turquoise Hill project to date. It is approximately one
kilometre north of the northeastern edge of the Central Zone gold and copper
discovery, and 2.5 kilometres north of the original gold and copper discovery at
the Southwest Oyu Zone.

     Results from recent Far North drill holes have revealed very long
intercepts that averaged in excess of 3% copper and up to 0.84 grams per tonne
gold (g/t) gold. Drilling has expanded the known size of the
southwest/northeast-trending Far North Zone to a length of at least 650 metres
and a width of 250 to 400 metres. The mineralization has been confirmed to
approximately 750 metres below surface and is still open to depth. The
high-grade



core, consisting of mineralization containing greater than 1% copper, is still
open in all directions.

     The drilling now has defined a large, greater than 1%-copper grade shell
encompassing a higher-grade core and illustrates the open-ended nature of the
deposit. It is important to note that drilling has not yet encountered quartz
monzodiorite intrusive rocks that host higher-grade gold/copper mineralization
at the nearby Southwest and Central zones.

     The underlying significance of this expanding discovery at the Far North
Zone is that it opens the door to a number of development options that could see
the Far North being developed concurrently with the gold-rich Southwest Zone.

     The potential scope of the Far North Discovery was of particular interest
to Hugo Dummett, Ivanhoe's former Executive Vice-President, Project Development,
who recently passed away following a car accident in South Africa. In
recognition of Hugo's considerable contributions to Ivanhoe's exploration
successes in Mongolia, Ivanhoe has initiated discussions with Mongolian
authorities to rename the Far North discovery the Hugo Dummett Zone. Mr. Dummett
was widely admired and respected by his many colleagues and friends. The
renaming of this important discovery will be one more acknowledgement of the
contributions by a professional who was one of Ivanhoe's most able executives
and a giant in the field of international mining geology.

                                   [PICTURE]

KHARMAGTAI PROJECT, MONGOLIA

Ongoing exploration drilling at the Copper Hill (Zesen Uul) Prospect at
Kharmagtai has outlined a significant copper-gold porphyry system that is
geologically similar to the gold-rich copper porphyry zones at Turquoise Hill,
120 kilometres to the southeast.

     Copper Hill is one of several copper-gold porphyry targets identified
within the 100-square-kilometre Kharmagtai/Ovoot Hyar licence. Other targets
include Gold Hill (Altan Tolgoi), Duck (Galuu), White Vein (Tsagan Sudal), Wolf
(Chun) and OV3.

     Results from Copper Hill holes announced recently by Ivanhoe included 82
metres grading 1.48 grams of gold per tonne and 0.85% copper, another 82 metres
grading 1.23 grams of gold per tonne and 0.74% copper and 58 metres grading 0.98
grams of gold per tonne and 0.67% copper.

     The holes have defined an east-west-trending zone of gold and copper
mineralization longer than 250 metres and up to 120 metres wide. Drilling
indicates that high-grade mineralization occurs within 30 metres of the surface,
extends at least 250 metres below surface and remains open in all directions.
Initial geological modelling suggests that fingers of a monzodiorite stock are
intruded into a volcanoclastic, siltstone package, and appear to represent the
top of the system. An intense stockwork of quartz-chalcopyrite veins is
developed within the monzodiorite and locally within the siltstone. Native
copper and chalcocite are present within stockworks in the upper 50 metres of
several holes. Mineralization does not outcrop at surface and a trenching and
reverse-circulation (RC) drilling program has commenced to define the zone's
strike extension.

     Results from an initial petrological study of high-grade core from Copper
Hill indicate that the gold occurs along fractures and voids within chalcopyrite
grains and is similar to the gold found at Southwest Oyu high-grade deposit at
Turquoise Hill.



                                   [PICTURE]

     Ivanhoe drill in action beside earlier exploration trench at Kharmagtai
     discovery, Mongolia.

GOLD HILL PROSPECT

The Gold Hill Prospect is approximately two kilometres due north of Copper Hill.
Quincunx Gold Exploration Ltd. (now QGX Ltd.), the former Kharmagtai licence
holder, drilled several holes at the prospect in 1997. Quincunx reported
intercepts of 40 metres at 2.01 g/t gold and 0.60% copper from 87 metres in hole
DDH97-01, and 50.5 metres at 1.65 g/t gold and 0.67% copper from 126.5 metres in
hole DDH97-07.

     The two diamond-drill holes completed to date by Ivanhoe at Gold Hill
intersected well-developed chalcopyrite, mineralized quartz stockworks and
breccias. Assays are pending.

DUCK PROSPECT

The Duck (Galuu) Prospect, located two kilometres west of Copper Hill, is
defined by a large chargeability anomaly that has a strike length of almost two
kilometres and a width of up to 500 metres. It has a varied field magnetic
response. Trenching on the eastern margin of the anomaly opened up a broad zone
of copper and gold mineralization. Preliminary drill testing of this zone is
underway. Ivanhoe holds a 90% interest in the Kharmagtai exploration licence;
QGX holds the remaining 10%.

MONGOLIA RECONNAISSANCE

Other high-priority targets that Ivanhoe is testing in its reconnaissance
exploration program include Saran Uul, Oyut Ulaan, Shuteen, Oyut Ovoo and
Chandman Uul. General field sampling and mapping activities were completed at
Shuteen during the quarter.

     Charles Forster and Chris Wilson, Qualified Persons as defined by National
Instrument 43-101 of the Canadian Securities Administrators, supervised the
Turquoise Hill and Kharmagtai exploration programs, respectively.

MYANMAR:
MODI TAUNG GOLD PROJECT, BLOCK 10

Core drilling has begun at the company's Modi Taung gold project in central
Myanmar, where previous exploration identified five parallel vein systems with
numerous high-grade gold shoots that appeared to be amenable to underground
development.



     Ivanhoe plans to drill up to 4,000 metres in this initial campaign, which
is designed to extend the gold-bearing structures of the Shwesin vein to depth
and provide additional geologic and engineering information. Drilling also will
be used to confirm the vertical continuity of the high-grade gold that was
intersected in underground workings and surface trenches during earlier
exploration.

     The joint-venture project is in the southern part of the Block 10
concession, approximately 150 kilometres southeast of Mandalay, in Central
Myanmar. Ivanhoe acquired the concession and began reconnaissance exploration in
mid-1996.

     Underground exploration provides a cost-effective and superior method of
evaluating the economics of this unusually high-grade gold prospect due to the
uneven nature of gold distribution within the mesothermal vein system and
Ivanhoe now has completed 4,220 metres of adits on the five vein systems.

     Independent laboratories in Australia and Canada have conducted preliminary
laboratory testing of the oxide and non-oxide mineralization. The testing has
determined that the mineralization, which has yielded gold recoveries of more
than 96% during testing, responded well to gravity concentration, followed by
flotation. It also responded very well to cyanidation.

     Andrew Mitchell, Ivanhoe Mines' Modi Project Manager, oversees the
exploration work at Modi Taung. Douglas Kirwin is the Qualified Person reviewing
the technical information from the project.

CHINA: JOINT VENTURE TO EXPLORE
FOR GOLD, SILVER, PLATINUM AND COPPER

Ivanhoe Mines is exploring for gold and platinum in China through a joint
venture with Pacific Minerals Inc. Ivanhoe has the right to earn 80% of Pacific
Minerals' interests in all new mineral concessions that the company obtains in
China, including recently-acquired prospects in Liaoning, Yunnan and Guizhou
provinces.

     In addition, Ivanhoe has the right to earn 80% of Pacific Minerals'
interest in existing projects in China. Under the joint venture, Ivanhoe will be
able to earn 76.5% of the 217 Gold Project in Inner Mongolia, where the Pacific
has just completed 5,000 metres of diamond drilling. The 217 Gold Project is 160
kilometres south of Ivanhoe's Turquoise Hill Project. Ivanhoe also has the right
to earn 75% of the JBS Platinum Palladium Project in Yunnan Province, where
Pacific has started underground drilling. The JBS Project is approximately 200
kilometres west of the capital city of Kunming.

     Pacific Minerals recently entered into an agreement with a provincial
government exploration agency in Liaoning Province, northeastern China, to earn
up to 90% interest in a 790-square-kilometre area of a gold/silver/ polymetallic
district. The concession contains two advanced gold prospects and several other
targets have been identified. Pacific Minerals also has letter agreements to
earn interests of 70% and 75% over areas totalling approximately 4,500 square
kilometres in Yunnan and Guizhou provinces that will be explored for native
copper/silver/platinum deposits.

METALS PRODUCTION

S&K COPPER MINE, MYANMAR

In the three months ended September, 2002, the mine produced an average of 2,390
tonnes of cathode per month, equivalent to an annualized production of 28,700
tonnes. This reflects increased production from the ongoing expansion program at
the S&K Mine. Electrowinning capacity is being expanded in stages to a planned
capacity of 33,000 tonnes per annum by April, 2003.



- -------------------------------------------------------------------
S&K COPPER MINE (IVANHOE                    QUARTER ENDED SEPTEMBER
     MINES - 50%)                                  30, 2002
- -------------------------------------------------------------------
                                         
Tonnes of ore to heap (OOO's)                        2,859
- -------------------------------------------------------------------
Total tonnes mined (OOO's)                           4,496
- -------------------------------------------------------------------
Grade (Cu CN%)                                        0.46%
- -------------------------------------------------------------------
Strip Ratio                                           0.57
- -------------------------------------------------------------------
Cathode Production (tonnes)                          7,173
- -------------------------------------------------------------------
Cathode Sold (tonnes)                                6,869
- -------------------------------------------------------------------
Revenue (US$ OOOs)                                $ 10,246
- -------------------------------------------------------------------
Price of Copper (US$ per Ib.)                     $   0.72
- -------------------------------------------------------------------


     For the quarter, the average minegate cash cost of production was US$0.37
per pound. The total cost of production, including interest, depreciation and
royalties, was $0.54 per pound.



     Mining operations at the Sabetaung open pit now have been expanded to
include the adjacent Sabetaung South pit. Lower-grade ore from the Sabetaung
Stage 2 pit will be augmented with higher-grade ore from the Sabetaung Stage 3
area. Prestripping at Sabetaung South and Sabetaung Stage 3 has increased the
mine's overall strip ratio. However, operational efficiencies in mining
operations and reduced truck fleet maintenance costs have resulted in operating
costs below those incurred during the previous quarter.

SAVAGE RIVER IRON ORE MINE, AUSTRALIA

In September, an Ivanhoe subsidiary company purchased 100% of the bank debt
obligations that were outstanding against the Savage River iron ore project in
Australia, which sells its products to customers in Australia and Asia.

     The subsidiary paid a third-party financial institution US$8.1 million
(A$15 million) to acquire project debt totalling US$41 million (A$75 million) --
an 80% discount to face value. The debt -- owed by Goldamere Pty. Ltd., the
operator of the Savage River mine and Port Latta pellet plant -- had arisen from
project financing and a related requirement to hedge the Australian dollar at an
exchange rate of 68 Australian cents to the U.S. dollar. Goldamere committed to
the financing and hedge before Ivanhoe acquired the iron ore project
approximately 22 months ago.

     The accumulated burden of project debt and the unfavourable currency hedge
had been a considerable drag on the financial performance of the iron ore
operations. Acquisition of the debt will save the project approximately US$15
million (A$27.7 million) in annual currency-exchange losses; it also will remove
an additional US$1.8 million (A$3.3 million) per year in related interest
charges.

     The transaction allowed Ivanhoe Mines to shed more than US$41 million (A$75
million) of liabilities from its consolidated balance sheet. Ivanhoe's
third-quarter results reflect an extraordinary pre-tax gain of approximately
US$32.5 million (A$55 million) arising from the transaction. The Savage River
assets secure Goldamere's project debt obligations. With the purchase of the
debt, Ivanhoe's subsidiary now has a priority claim on the project's assets.



- ---------------------------------------------------------------------------------------------------
SAVAGE RIVER MINE                           2002 FULL-YEAR FORECAST                     2001 ACTUAL
- ---------------------------------------------------------------------------------------------------
                                                                                  
Tonnes Milled (wet)                                4,811,481                             4,865,440
- ---------------------------------------------------------------------------------------------------
Concentrate Production                             2,208,016                             2,063,925
- ---------------------------------------------------------------------------------------------------
Grade (DTR)                                             48.3%                                 44.7%
- ---------------------------------------------------------------------------------------------------
Pellet Production (tonnes)                         2,146,387                             2,024,285
- ---------------------------------------------------------------------------------------------------
Pellet Sales (tonnes)                              2,224,365                             1,820,699
- ---------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
                                                    2002 THIRD                           2001 THIRD
                                                      QUARTER                             QUARTER
- ---------------------------------------------------------------------------------------------------
                                                                                   
Pellets Sold (tonnes)                                 507,984                              405,942
- ---------------------------------------------------------------------------------------------------
Sales Revenue (US$ million)                          $   14.1                             $   11.9
- --------------------------------------------------------------------------------------------------


     Sales of pellets from the Savage River Mine during the quarter ended
September 30, 2002, totalled approximately 508,000 tonnes, generating net sales
revenue of approximately US$14.1 million. This is a significant improvement over
third quarter 2001 sales of 406,000 tonnes and sales revenue of approximately
US$11.9 million.

SILVER HILL GOLD AND SILVER MINE, SOUTH KOREA

During the quarter, the Silver Hill (Eunsan) mine produced and sold 3,248 ounces
of gold and 125,039 ounces of silver contained in dore.

     Production in the fourth quarter will be reduced while the mill processes
low-grade, open-pit ore during the completion of underground pre-production
development and resource-definition drilling. Exploration activities are
currently



focused on the nearby Kansan and Gasado Island prospects, with an emphasis on
delineating resources that can be milled in the Silver Hill mill.

OUTLOOK

Mongolia now has the attention of most major mining companies, thanks to the
discoveries that have been made by the Ivanhoe team in Mongolia's South Gobi
region. Ivanhoe's exploration successes have spread well beyond the initial
discovery at Turquoise Hill. We have confirmed four significant discoveries
within the Turquoise Hill area during the past 16 months. In addition, excellent
results are being received from our second gold and copper discovery more than
100 kilometres to the north, in the Kharmagtai area, and from our third
discovery area, which will be discussed in coming months as details become
available.

     Many independent investment analysts and major mining companies now agree
that Ivanhoe has succeeded in advancing its gold and copper discovery at
Turquoise Hill to the point of critical mass. The way is clear for the eventual
establishment of a world-scale mining complex. This is all taking place right on
China's doorstep, at a time when the western world is realizing that China is
emerging as a manufacturer of such scale and competence that even the Wall
Street Journal has declared China to be the "The World's Factory."

     We are a witnessing a seismic global business phenomenon -- nothing less
than a re-alignment of international competitive manufacturing capacity to
China. Ivanhoe Mines is strategically positioned to become the lowest-cost
supplier of copper and gold to the Chinese market for generations to come.

     We appreciate the confidence and support that we continue to receive from
our shareholders and from our stakeholders, in particular representatives of the
government of Mongolia and the people of Mongolia who directly and indirectly
are assisting Ivanhoe's initiatives that are creating new opportunities in
economic development for their country.

ROBERT M. FRIEDLAND                                    R. EDWARD FLOOD
Chairman                                                Deputy Chairman

November 28,2002

This letter should be read in conjunction with the Consolidated Financial
Statements and Notes of Ivanhoe Mines Ltd. for the three and nine months ended
September 30, 2002. Statements in this report that are forward-looking
statements are subject to various risks and uncertainties concerning the
specific factors identified in Ivanhoe Mines' periodic filings with Canadian
Securities Regulators. Such forward-looking information represents management's
best judgment based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary materially.