Ivanhoe Mines Complete Rights Offering

On February 3, 2011, Ivanhoe Mines completed one of the largest rights offerings in Canadian history, raising gross proceeds of US$1.18 billion.

The proceeds of the rights offering, together with additional sources of funding secured under a separate agreement between Ivanhoe Mines and Rio Tinto dated December 8, 2010, are being used to advance construction and development of Ivanhoe Mine's Oyu Tolgoi Copper and Gold Project in southern Mongolia. Upon closing of the rights offering, Ivanhoe Mines issued a total of 84,867,671 common shares at a price of US$13.88 per Common Share or $13.93 per Common Share, which represented 99.5 per cent of the maximum number of common shares that were available under the rights offering. Citi was the lead dealer manager for the rights offering and BMO Capital Markets and CIBC were co-dealer managers.

Ivanhoe Mines was represented in all the transactions described above by Goodmans LLP with a Vancouver-based team that included Paul Goldman, Steven Robertson, Jonathan O'Connor, Alex Bayer, Matthew Kirk and Sean Mason; a Toronto-based team that included Stephen Halperin, David Matlow, Grant McGlaughlin, Gesta Abols, Brad Ross (corporate) and David Veneziano (tax) and by Paul, Weiss, Rifkind, Wharton & Garrison LLP in the US with a team that included Ted Maynard, Andrew Foley, Phil Heimowitz, Piibe Jogi and former associate Peter Wright.

The dealer managers of the rights offering were represented by Cleary Gottlieb Steen & Hamilton LLP with a team that included Adam Fleisher, Michael Dayan, Andrea Podolsky, Sergiu Troie, Joshua Kalish, Rafael Lengua, Neal Toomey, Catherine Lee and Rana Hira, along with Erika Nijenhuis and Daniel Iacovitti (tax) and by McMillan LLP with a team that included Shahen Mirakian and Jason Chertin, along with Michael Friedman (tax).