Ivanhoe Mines announces pricing of US$500 million convertible senior notes offering

March 11, 2021

Ivanhoe Mines announces pricing of

US$500 million convertible senior notes offering

TORONTO, CANADA – Ivanhoe Mines (TSX: IVN; OTCQX: IVPAF) (the “company”) today

announced that it has priced its previously announced private placement offering of

US$500,000,000 aggregate principal amount of 2.5 0% convertible senior notes due 2026 (the

“Notes” and the “Offering”). The company also granted the initial purchasers of the Notes an

option to purchase up to an additional US$75,000,000 aggregate principal amount of Notes,

exercisable in whole or in part at any time until 13 days after the closing of the Offering.

The Notes will be senio r unsecured obligations of the c ompany. The Notes will accrue interest

payable semi-annually in arrears at a rate of 2.50% per annum and will mature on April 15, 2026,

unless earlier repurchased, redeemed or converted. The initial con version rate of the Notes is

134.5682 Class A common share s of the c ompany (“Common Share s”) per $1,000 principal

amount of Notes, or an initial conversion price of approximately US$ 7.43 (equivalent to

approximately C$9.31) per Common Share. The initial conversion price of the Notes represent s

a premium of approximately 37.5% over the last reported sale price of the c ompany’s Common

Shares on March 11, 2021, which was C$6.77 per share as reported on the Toronto Stock

Exchange.

The Notes will be convertible at the option of holders, prior to the close of business on the

business day immediately preceding October 15, 202 5, only under certain circumstances and

during certain periods, and thereafter, at any time until the close of business on the second

scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may

be settled, at the c ompany’s election, in cash, Common Shares or a combination thereof. The

Notes will not be redeemable at the c ompany’s option prior to April 22, 2024 , except upon the

occurrence of certain tax law changes . On or after April 22, 2024 and on or prior to the 41st

scheduled trading day immediately preceding the maturity date, the Notes will be redeemable at

the company’s option if the last reported sale price of the company’s Common Shares has been

at least 130% of the conversion price then in effect for at least 20 trading days (whether or not

consecutive) during any 30 consecutive trading day period (including the last trading day of such

period) ending on, and including, the trading day immediately preceding the date on which the

company provides notice of redemption at a redemption price equal to 100% of the principal

amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the

redemption date.

The Offering is expect ed to close on or about March 17, 2021, subject to various closing

conditions, including the approval of the Toronto Stock Exchange.

The company estimates that the net proceeds from the sale of the Notes, after deducting initial

purchaser discounts but before deducting the other estimated expenses of the offering , will be

approximately US$489 million (or approximately US$562 million if the initial purchasers exercise

their option to purchase additional Notes in full). The company intends to use the net proceeds

from the Offering (including any net proceeds from the sale of any additional Notes that may be

sold should the initial purchasers exercise their option to purchase additional Notes) for general

corporate purposes.

The Notes are being offered on a private placement basis and are not being offered by way of a

prospectus in Canada. The Notes and the distribution of Common Shares issuable upon

conversion of the Notes have not been, and will not be, registered under the U.S. Securities Act

of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered

or sold in the United States except pursuant to an exemption from, or in a transaction not subject

to, the registration requirements of the Securities Act and the r ules promulgated thereunder and

applicable state securities laws. The Notes are being offered to persons reasonably believed to

be qualified institutional buyers in reliance on Rule 144A under the Securities Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the Notes

or any other securities and shall not constitute an offer, solicitation or sale in the United States or

in any other jurisdiction in which such an offer, solicitation or sale would be unlawful pr ior to the

registration and qualification under the securities laws of such state or jurisdiction. The Offering

may be made only by means of an offering memorandum.

About Ivanhoe Mines

Ivanhoe Mines is a Canadian mining company focused on advancing its thr ee principal joint -

venture projects in Southern Africa: the development of major new, mechanized, underground

mines at the Kamoa -Kakula copper discoveries in the DRC and at the Platreef palladium -

platinum-nickel-copper-rhodium-gold discovery in South Africa; and the extensive redevelopment

and upgrading of the historic Kipushi zinc-copper-germanium-silver mine, also in the DRC.

Kamoa-Kakula is expected to begin producing copper concentrate in July 2021 and, through

phased expansions, is positioned to become one of the world’s largest copper producers. Kamoa-

Kakula and Kipushi will be powered by clean, renewable hydro-generated electricity and Kamoa-

Kakula will be among the world’s lowest greenhouse gas emitters per unit of metal produced.

Ivanhoe also is exp loring for new copper discoveries on its wholly -owned Western Foreland

exploration licences in the DRC, near the Kamoa-Kakula Project.

Information contacts

Investors: Bill Trenaman +1.604.331.9834 / Media: Matthew Keevil +1.604.558.1034

Cautionary statement on forward-looking information

Certain statements in this release constitute “forward -looking statements” or “forward -looking

information” within the meaning of applicable securities laws. Such statements and information

involve known and unknown risks, uncertainties and other factors that may cause the actual

results, perf ormance or achievements of the c ompany, its projects, or industry results, to be

materially different from any future results, performance or achievements expressed or implied

by such forward-looking statements or information. Such statements can be identified by the use

of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”,

“estimate”, “scheduled”, “forecast”, “predict” and other s imilar terminology, or state that certain

actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

These statemen ts reflect the c ompany’s current expectations regarding future events,

performance and results and speak only as of the date of this release. Such statements include

without limitation, the completion of the Offering and the expected use of proceeds therefrom.

Forward-looking statements and information involve significant risks and uncertainties, should not

be read as guarantees of future performance or results and will not necessarily be accurate

indicators of whether or not such results will be achieved. A number of factors could cause actual

results to differ materially from the results discussed in the forward -looking statements or

information, including, but not limited to, risks related to the company’s ability to consummate the

Offering; the fact that the company’s management will have broad discretion in the use of the

proceeds from the Offering; unexpected changes in laws, rules or regulations, or their

enforcement by applicable authorities; the failure of parties to contracts with the c ompany to

perform as agreed; social or labour unrest; changes in commodity prices; and the failure of

exploration programs or studies to deliver anticipated results or results that would justify and

support continued exploration, studies, development or operations.

Although the forward -looking statements contained in this release are bas ed upon what

management of the company believes are reasonable assumptions, there can be no assurance

that actual results will be consistent with these forward-looking statements. These forward-looking

statements are made as of the date of this release and are expressly qualified in their entirety by

this cautionary statement. Subject to a pplicable securities laws, the c ompany does not assume

any obligation to update or revise the forward -looking statements contained herein to reflect

events or circumstances occurring after the date of this release.