Registration of Securities of a Canadian Issuer — SEA’34 §12(g) — Form 40-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 40FR12G Form 40-F HTML 72K
2: EX-3.1 Articles of Continuance and By-Laws 16 68K
3: EX-3.2 Amendment 1 to Articles and By-Laws 1 21K
4: EX-3.3 Amendment 2 to Articles and By-Laws 1 20K
5: EX-3.4 Amendment 3 to Articles and By-Laws 1 20K
6: EX-4.1 Special Warrant Indenture Dated January 25, 2002 56 234K
7: EX-4.2 Special Warrant Indenture Dated April 24, 2002 55 236K
8: EX-4.3 Special Warrant Indenture Dated December 12, 2002 55 240K
9: EX-4.4 Special Warrant Indenture Amendment Agreement 3 25K
10: EX-10.1 Material Change Report Dated January 7, 2002 2 23K
11: EX-10.2 Material Change Report Dated February 12,2002 2 25K
12: EX-10.3 Material Change Report Dated March 21, 2002 5 33K
13: EX-10.4 Material Change Report Dated March 22, 2002 2 25K
14: EX-10.5 Material Change Report Dated September 16, 2002 4 31K
15: EX-10.6 Material Change Report Dated March 7, 2003 4 32K
16: EX-10.7 Material Change Report Dated July 31, 2003 6 40K
17: EX-10.8 Amended Material Change Report of August 18, 2003 6 42K
18: EX-10.9 Material Change Report Dated November 6, 2003 2 24K
19: EX-13.1 Annual Report Year Ended December 31, 2001 8 50K
28: EX-13.10 Renewal Aif for Year Ended December 31, 2002 64 298K
20: EX-13.2 Quarterly Report Period Ended March 31, 2002 14 74K
21: EX-13.3 Quarterly Report Period Ended June 30, 2002 11 73K
22: EX-13.4 Quarterly Report Period Ended September 30, 2002 17 103K
23: EX-13.5 Annual Report Year Ended December 31, 2002 41 214K
24: EX-13.6 Financial Statements for 2002, 2001 46 199K
25: EX-13.7 Quarterly Report Period Ended March 31, 2003 12 66K
26: EX-13.8 Quarterly Report Period Ended June 30, 2003 25 130K
27: EX-13.9 Revised Aif for Year Ended December 31, 2001 60 266K
29: EX-19.1 Roscoe Postle Technical Report Dated Jan. 11, 2002 200 533K
30: EX-19.2 Addendum 1 to Roscoe Postle Technical Report 19 64K
31: EX-19.3 Addendum 2 to Roscoe Postle Technical Report 17 66K
32: EX-19.4 Amec E&C Technical Report Dated February 24, 2003 699 2.73M
33: EX-19.5 Amec E&C Technical Report Dated July 21, 2003 489 914K
34: EX-19.6 Australian App 4B Half Year Report to June 30/02 33 171K
35: EX-19.7 Australia Se Quarterly Tech Report to June 30/03 21 112K
36: EX-19.8 Australia Se App 4D Half Year Report to June 30/03 29 144K
44: EX-23.1 Consent of Deloitte & Touche LLP 1 20K
53: EX-23.10 Consent of Indo Assay Labs 1 20K
54: EX-23.11 Consent of Gordon Toll 1 20K
55: EX-23.12 Consent of Lakefield Research 1 21K
56: EX-23.13 Consent of Derek Rance 1 20K
57: EX-23.14 Consent of Stephen Juras 1 21K
58: EX-23.15 Consent of Chemex Labs 1 22K
59: EX-23.16 Consent of Malcolm Hancock 1 20K
60: EX-23.17 Consent of Ian White 1 20K
61: EX-23.18 Consent of Analabs Co. Ltd. 2 24K
62: EX-23.19 Consent of Dale Sketchley 1 20K
45: EX-23.2 Consent of Roscoe Postle Assoc. Inc. 1 21K
63: EX-23.20 Consent of Charles Forster 1 22K
64: EX-23.21 Consent of D. George Cargill 1 22K
65: EX-23.22 Consent of John McIntyre 1 20K
66: EX-23.23 Consent of Gildar Arseneau 2 24K
67: EX-23.24 Consent of Barry Smee 1 21K
68: EX-23.25 Consent of Als Chemex (Formerly Bondar Clegg) 1 21K
69: EX-23.26 Consent of Anson Griffith 1 22K
70: EX-23.27 Consent of Paul Chare 1 22K
71: EX-23.28 Consent of Minnovex Technologies Inc. 1 21K
72: EX-23.29 Consent of Sgs Mineral Services (Formerly Xral) 1 21K
46: EX-23.3 Consent of Amec E&C Services Ltd. 2 26K
73: EX-23.30 Consent of Goodmans 1 20K
74: EX-23.31 Consent of Douglas Kirwin 1 20K
75: EX-23.32 Consent of Harry Parker 1 22K
47: EX-23.4 Consent of James A. Currie 1 21K
48: EX-23.5 Consent of Dundee Securities Corp. 1 20K
49: EX-23.6 Consent of Grant Thornton 1 20K
50: EX-23.7 Consent of Grd Minproc Ltd. 1 20K
51: EX-23.8 Consent of Rsg Global Pty. Ltd. 1 20K
52: EX-23.9 Consent of Chris Wilson 1 21K
37: EX-20.1 Notice & Proxy Circular Dated May 16, 2002 17 86K
38: EX-20.2 Notice & Proxy Circular Dated November 27, 2002 23 92K
39: EX-20.3 Notice & Proxy Circular Dated April 15, 2003 44 190K
40: EX-20.4 Letter to Shareholders Dated May 8, 2002 8 40K
41: EX-20.5 Letter to Shareholders Dated May 29, 2002 8 47K
42: EX-20.6 Letter to Shareholders Dated August 29, 2002 6 48K
43: EX-20.7 Letter to Shareholders Dated November 28, 2002 8 51K
76: EX-99.1 Short Form Prospectus Dated March 25, 2002 57 255K
77: EX-99.2 Short Form Prospectus Dated March 25, 2002 29 141K
78: EX-99.3 Earn-In Agreement Dated May 5, 2000 24 129K
79: EX-99.4 Amendment 1 to Earn-In Agreement 14 49K
80: EX-99.5 Short Form Prospectus Dated June 6, 2002 15 78K
81: EX-99.6 Short Form Prospectus Dated January 31, 2003 28 142K
82: EX-99.7 Short Form Prospectus Dated January 31, 2003 28 141K
83: EX-99.8 Short Form Prospectus Dated June 2, 2003 11 63K
EX-20.1 — Notice & Proxy Circular Dated May 16, 2002
Exhibit Table of Contents
Exhibit 20.1
IVANHOE MINES LTD.
Suite 654 - World Trade Centre
999 Canada Place
Vancouver, British Columbia, V6C 3E1
MANAGEMENT PROXY CIRCULAR
THIS MANAGEMENT PROXY CIRCULAR IS FURNISHED TO THE COMMON SHAREHOLDERS
("SHAREHOLDERS") OF IVANHOE MINES LTD. (THE "CORPORATION") BY MANAGEMENT OF THE
CORPORATION IN CONNECTION WITH THE SOLICITATION OF PROXIES TO BE VOTED AT THE
ANNUAL GENERAL MEETING (THE "MEETING") OF THE SHAREHOLDERS TO BE HELD AT 1:30
P.M., LOCAL TIME, ON JUNE 25, 2002 IN THE FAIRMONT WATERFRONT, MALASPINA ROOM,
900 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA, AND AT ANY ADJOURNMENT THEREOF,
FOR THE PURPOSES SET FORTH IN THE NOTICE OF MEETING. UNLESS OTHERWISE STATED,
THIS MANAGEMENT PROXY CIRCULAR CONTAINS INFORMATION AS AT MAY 10, 2002.
SOLICITATION OF PROXIES
The solicitation of proxies by management will be primarily by mail, but proxies
may be solicited personally or by telephone by directors, officers and regular
employees of the Corporation.
All costs of this solicitation will be borne by the Corporation.
APPOINTMENT OF PROXYHOLDERS
A shareholder entitled to vote at the Meeting may, by means of proxy, appoint a
proxyholder or one or more alternate proxyholders, who need not be shareholders,
to attend and act at the Meeting for the shareholder and on the shareholder's
behalf.
The individuals named in the accompanying form of proxy are directors and/or
officers of the Corporation. A SHAREHOLDER MAY APPOINT, AS PROXYHOLDER OR
ALTERNATE PROXYHOLDER, A PERSON OR PERSONS OTHER THAN ANY OF THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY, AND MAY DO SO EITHER BY INSERTING
THE NAME OR NAMES OF SUCH PERSONS IN THE BLANK SPACE PROVIDED IN THE
ACCOMPANYING FORM OF PROXY OR BY COMPLETING ANOTHER SUITABLE FORM OF PROXY.
An appointment of a proxyholder or alternate proxyholders will not be valid
unless a form of proxy making the appointment, signed by the shareholder or by
an attorney of the shareholder authorized in writing, (a "Proxy") is deposited
with CIBC Mellon Trust Company, by facsimile (604) 688-4301 or (416) 363 9524,
by mail to P.O. Box 1900, Vancouver, B.C. V6E 3X1, or 200 Queens Quay East, Unit
6, Toronto, Ontario, M5A 4K9, or by hand, to Suite 1600, The Oceanic Plaza, 1066
Hastings Street, Vancouver, British Columbia, V6E 3K9 not less than 48 hours
(excluding Saturdays, Sundays and statutory holidays) before the Meeting or the
adjournment thereof at which the Proxy is to be used.
REVOCATION OF PROXIES
A shareholder who has given a Proxy may revoke the Proxy
(a) by depositing an instrument in writing executed by the shareholder
or by the shareholder's attorney authorized in writing
(i) with CIBC Mellon Trust Company, not less than 48 hours
(excluding Saturdays, Sundays and statutory holidays) before
the Meeting or the adjournment thereof at which the Proxy is
to be used,
(ii) at the registered office of the Company at any time up to
and including the last business day preceding the day of the
Meeting, or an adjournment thereof, at which the Proxy is to
be used,
(iii) with the chairman of the Meeting on the day of the Meeting
or an adjournment thereof, or
(b) in any other manner provided by law.
A revocation of a Proxy will not affect a matter on which a vote is taken before
the revocation.
EXERCISE OF DISCRETION
On a poll, the nominees named in the accompanying form of Proxy will vote or
withhold from voting the shares represented thereby in accordance with the
instructions of the shareholder. The Proxy will confer discretionary authority
on the nominees named therein with respect to
(a) each matter or group of matters identified therein for which a
choice is not specified, other than the appointment of an auditor
and the election of directors,
(b) any amendment to or variation of any matter identified therein,
and
(c) any other matter that properly comes before the Meeting.
IN RESPECT OF A MATTER FOR WHICH A CHOICE IS NOT SPECIFIED IN THE PROXY, THE
NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE SHARES REPRESENTED BY
THE PROXY AT THEIR OWN DISCRETION FOR THE APPROVAL OF SUCH MATTER.
As of the date of this Management Proxy Circular, management of the Company
knows of no amendment, variation or other matter that may come before the
Meeting, but if any amendment, variation or other matter properly comes before
the meeting, each nominee named in the accompanying form of Proxy intends to
vote thereon in accordance with the nominee's best judgment.
VOTES NECESSARY TO PASS RESOLUTIONS
The Corporation's by-laws provide that a quorum for the transaction of business
at the Meeting consists of at least one individual present and holding, or
representing by proxy the holder(s) of, shares carrying in the aggregate not
less than five percent (5%) of the shares entitled to vote at the Meeting.
Under the Yukon Business Corporations Act (the "YBCA") a majority of the votes
cast by shareholders at the Meeting is required to pass an ordinary resolution
and a majority of two-thirds of the votes cast at the Meeting is required to
pass all special resolutions.
At the Meeting, shareholders will be asked to consider and, if deemed warranted,
to pass an ordinary resolution, the full text of which is set out under
"Particulars of Matters to be Acted Upon - Equity Incentive Plan Resolution" in
this Management Proxy Circular (the "Equity Incentive Plan Resolution"),
authorizing the Company to amend the Employees' and Directors' Equity Incentive
Plan and to provide that a maximum of 20,000,000 common shares of the Company
may be allocated for issuance pursuant to incentive stock options, and bonus
awards that may be granted under such Plan or pursuant to employee purchase
agreements made under such Plan.
The Equity Incentive Plan Resolution is an ordinary resolution and as such,
requires approval by a majority of the votes cast by shareholders at the
Meeting.
Shareholders will also be asked to elect directors and appoint auditors for the
ensuing year. If there are more nominees for election as directors or
appointment as the Corporation's auditors than there are vacancies to fill,
those nominees receiving the greatest number of votes will be elected or
appointed, as the case may be, until all such vacancies have been filled. If the
number of nominees for election or appointment is equal to the number of
vacancies to be filled, all such nominees will be declared elected or appointed
by acclamation.
VOTING SHARES
The Corporation has an authorized capital consisting of an unlimited number of
Common Shares without par value and an unlimited number of Preference Shares
without par value.
As of May 10, 2002, the Corporation had issued 199,151,572 fully paid and
non-assessable Common Shares without par value, each carrying the right to one
vote. As of such date no Preference Shares were issued or outstanding.
A holder of record of one or more common shares on the securities register of
the Corporation at the close of business on May 10, 2002 (the "Record Date") who
either attends the Meeting personally or deposits a proxy in the manner and
subject to the provisions described above will be entitled to vote or to have
such share or shares voted at the Meeting, except to the extent that
(a) the shareholder has transferred the ownership of any such share
after the Record Date, and
(b) the transferee produces a properly endorsed share certificate for,
or otherwise establishes ownership of, any of the transferred
shares and makes a demand to CIBC Mellon Trust Company no later
than 10 days before the Meeting that the transferee's name be
included in the list of shareholders in respect thereof.
NOTICE TO HOLDERS OF CHESS UNITS OF FOREIGN SECURITIES OVER COMMON SHARES TRADED
ON THE AUSTRALIAN STOCK EXCHANGE
In Australia the "holders" of the Company's common shares traded on the
Australian Stock Exchange do not actually hold the shares but rather CHESS Units
of Foreign Securities ("CUFS"), a form of depositary receipt. The shares are
held by the Company's depositary nominee, CHESS Depositary Nominees Pty Ltd
("CDN").
If you are a holder of CUFS you cannot vote personally at the meeting. However,
you may direct CDN on how it should vote on the resolutions described in the
Notice of Meeting and Management Proxy Circular. If you do so, CDN will cast
proxy votes in accordance with your directions. You are also permitted to attend
the Meeting.
If you wish to direct CDN on how it should vote on the resolutions you should
complete the attached `Direction to CDN Form' and return it to Advanced Share
Registry Services ("ASRS"), Level 7, 200 Adelaide Terrace, Perth, Western
Australia, 6000, Australia (Telephone: +61 8 9221 7288, Facsimile: +61 8 9221
7869). You must complete the form and return it to ASRS by 5pm (Perth time) on
21 June 2002.
Please note that as a CUFS holder you must complete the `Direction to CDN Form'
not the Proxy form.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is of significant importance to many
holders of Common Shares as a substantial number of holders of Common Shares do
not hold their Common Shares in their own name.
Holders of Common Shares who do not hold their Common Shares in their own name
(referred to in this Information Circular as "Beneficial Holders of Common
Shares") should note that only proxies deposited by holders of Common Shares
whose names appear on the records of the Corporation as the registered holders
of Common Shares can be recognized and acted upon at the Meeting. If the Common
Shares are listed in an account statement provided to a holder of common Shares
by a broker, then in almost all cases those shares will not be registered in the
name of the holder of the Common Shares on the records of the Corporation. Such
Common Shares will more likely be registered under the names of the holders' of
Common Shares broker or an agent of that broker. In Canada, the vast majority of
shares are registered under the name of CDS & Co. (the registration name for The
Canadian Depositary for Securities, which acts as nominee for many Canadian
brokerage firms). Common Shares held by brokers or their agents or nominees can
only be voted (for or against resolutions) upon the instructions of the
Beneficial Holder of Common Shares. Without specific instructions, brokers and
their agents and nominees are prohibited from voting shares for the broker's
clients. Therefore, Beneficial Holders of Common Shares should ensure that
instructions respecting the voting of their Common Shares are communicated to
the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting
instructions from Beneficial Holders of Common Shares in order to ensure that
their Common Shares are voted at the Meeting. The purpose of the Instrument of
Proxy or other form of proxy supplied to a Beneficial Holder of Common Shares by
its broker (or agent of the broker) is limited to instructing the registered
holder of common Shares (the broker or agent of the broker) how to vote on
behalf of the Beneficial Holder of common
Shares. The majority of brokers now delegate responsibility for obtaining
instructions from clients to Independent Investor Communications Corporation
("IICC"). IICC typically mails a special proxy form to the Beneficial Holders of
common Shares and asks Beneficial Holders of Common Shares to return such proxy
forms to IICC. IICC then tabulates the results of all instructions received and
provides appropriate instructions respecting the voting of Common Shares to be
represented at the Meeting. A Beneficial Holder of Common Shares receiving a
proxy form from IICC cannot use that proxy to vote Common Shares directly at the
Meeting - the proxy must be returned to IICC well in advance of the Meeting in
order to have the Common Shares voted at the meeting.
Although a Beneficial Holder of Common Shares may not be recognized directly at
the Meeting for the purposes of voting Common Shares registered in the name of
his or her broker (or agent of the broker), a Beneficial Holder of Common Shares
may attend at the Meeting as proxy holder for the registered holder of Common
shares and vote the common Shares in that capacity. Beneficial Holders of common
shares who wish to attend at the Meeting and indirectly vote their Common Shares
as proxy holder for the registered holder of Common Shares should enter their
own names in the blank space on the Instrument of Proxy provided to them and
return the same to their broker (or the broker's agent) in accordance with the
instructions provided by such broker (or agent), well in advance of the Meeting.
PRINCIPAL HOLDERS OF SECURITIES
To the knowledge of the directors and senior officers of the Corporation, the
only persons who beneficially own, directly or indirectly, or exercise control
or direction over shares carrying more than 10% of the voting rights attached to
the outstanding Common Shares of the Corporation, the approximate number of
common shares so owned, controlled or directed and the percentage of voting
shares of the Corporation represented by such shares and the share ownership by
the current directors and senior officers of the Company as a group are:
[Enlarge/Download Table]
NUMBER OF SHARES OWNED, PERCENTAGE OF
NAME AND ADDRESS CONTROLLED OR DIRECTED SHARES OUTSTANDING
-------------------------------- ------------------------------- ---------------------
Robert M. Friedland
Hong Kong 100,758,334 50.59%
-------------------------------- ------------------------------- ---------------------
Directors and Officers as a
group(1) 101,397,642 (2) 50.91%
-------------------------------- ------------------------------- ---------------------
(1) The directors and officers, as a group, hold 6,378,000 common
shares issuable upon exercise of incentive stock options.
(2) Includes 100,758,334 shares held directly and indirectly by Robert M.
Friedland.
ELECTION OF DIRECTORS
The Articles of the Corporation provide that the number of directors of the
Corporation will be a minimum of 3 and a maximum of 9. The term of office of
each of the current directors will end at the conclusion of the Meeting. Unless
a director's office is earlier vacated in accordance with the provisions of the
YBCA, each director elected will hold
office until the conclusion of the next annual meeting of the corporation or, if
no director is then elected, until a successor is elected.
The following table sets out the names of management's nominees for election as
directors, all major offices and positions with the Corporation and any of its
significant affiliates each now holds, each nominee's principal occupation,
business or employment, the period of time during which each has been a director
of the Corporation and the number of shares of the Corporation beneficially
owned by each, directly or indirectly, or over which each exercised control or
direction, as at May 10, 2002.
[Enlarge/Download Table]
Period a Shares Beneficially
Name and Position Principal Occupation, Business or Director of the owned, controlled
Employment(1) Corporation or directed(1)(2)
------------------------------------------ -------------------------------------- ------------------ ---------------------
ROBERT M. FRIEDLAND Chairman, Ivanhoe Mines Ltd. (March March, 1994 100,758,334
Chairman and Director 1994 - present); Chairman and
President, Ivanhoe Capital
Corporation
------------------------------------------ -------------------------------------- ------------------ ---------------------
R. EDWARD FLOOD(4) Deputy Chairman of the Corporation March, 1994 147,450
Deputy Chairman and Director (May 1999 - present); Senior
Analyst, Haywood Securities (May
2000 - November 2001)
------------------------------------------ -------------------------------------- ------------------ ---------------------
GORDON L. TOLL(4) Senior Vice-President, Ivanhoe March, 1996 322,500
Deputy Chairman and Director Capital Corp (December 1995 -
present).; Chairman, Emperor Mines
Limited (January 1999 - present)
------------------------------------------ -------------------------------------- ------------------ ---------------------
DANIEL KUNZ President of the Corporation (June January, 2001 119,358
President, and Director 2000 - Present) Chief Operating
Officer (September 1998 - to June
2001);
Executive Vice President Corporate
Development (June 1997 - June 2000)
------------------------------------------ -------------------------------------- ------------------ ---------------------
JOHN WEATHERALL(3) President, Scarthingmoor Assets June, 1996 50,000
Director Management Inc.
(January, 1996 - present)
------------------------------------------ -------------------------------------- ------------------ ---------------------
KJELD THYGESEN(3) Managing Director of Lion Resource February, 2001 NIL
Director Management (1989 - present)
------------------------------------------ -------------------------------------- ------------------ ---------------------
[Enlarge/Download Table]
Period a Shares Beneficially
Name and Position Principal Occupation, Business or Director of the owned, controlled
Employment(1) Corporation or directed(1)(2)
------------------------------------------ -------------------------------------- ------------------ ---------------------
ROBERT HANSON Chairman of Hanson Capital Limited February, 2001 NIL
Director (February 1998 - present);Chairman
of Hanson Transport Group (1996 to
present); Chairman of Hanson Pacific
Limited (March 1994 - 1997);
Director, Hanson PLC (1990-1997)
------------------------------------------ -------------------------------------- ------------------ ---------------------
MARKUS FABER(3) Managing Director, Marc Faber Ltd. February, 2002 NIL
Director (1990 to present)
------------------------------------------ -------------------------------------- ------------------ ---------------------
(1) The information as to principal occupation, business or employment and
shares beneficially owned, controlled or directed by a nominee is not
within the knowledge of the management of the Corporation and has been
furnished by the nominee.
(2) Does not include unissued common shares issuable upon the exercise of
incentive stock options. See "Voting Shares".
(3) Indicates members of the Audit Committee
(4) Indicates members of the Compensation Committee
PARTICULARS OF MATTERS TO BE ACTED UPON
EQUITY INCENTIVE PLAN RESOLUTION
Summary
The Company is seeking authorization from its shareholders at the Meeting to
amend the Company's Employees' and Directors' Equity Incentive Plan (the "Plan")
to increase the maximum number of common shares of the Company which may be
allocated for issuance pursuant to incentive stock options and bonus awards or
pursuant to employee purchase arrangements under the Plan from 15,000,000 to
20,000,000 common shares. The Toronto Stock Exchange has approved this
amendment, subject to approval by the shareholders at the Meeting.
Purpose of Resolution
Section 5.1 of the Plan currently provides that the aggregate number of common
shares of the Company that may be issued under the Plan shall not exceed
15,000,000 common shares.
As of the date hereof, the 15,000,000 common shares issuable under the Plan have
been issued or reserved for issuance as follows:
[Download Table]
Shares issued upon exercise of incentive stock options - 1,243,775
Shares reserved for issuance pursuant to unexercised - 12,881,769
incentive stock options
[Download Table]
Shares issued pursuant to share purchase plan - 455,837
Shares issued pursuant to bonus awards - 352,060
Unallocated shares available for future grants of incentive - 66,559
stock options, share purchases or bonus awards
----------
TOTAL: 15,000,000
The Company believes that awards under the Plan are an effective means of
rewarding corporate and individual performance. To provide the Company with the
continued flexibility of granting such awards under the Plan, the Company is
seeking approval from the shareholders at the Meeting to increase the number of
common shares of the Company issuable under the Plan to a maximum of 20,000,000
common shares.
Text of Resolution
At the Meeting the shareholders of the Company will be asked to approve the
Equity Incentive Plan Resolution, the text of which is as follows:
"RESOLVED AS AN ORDINARY RESOLUTION THAT:
1. the amendment to Section 5.1 of the Plan, by deleting the reference to
"15,000,000 Shares" and replacing it with a reference to "20,000,000 Shares"
is hereby consented to and approved; and
2. the Board of Directors of the Company is hereby authorized to implement the
Plan as amended."
The Equity Incentive Plan Resolution is an ordinary resolution and, in order to
be considered approved, requires the affirmative vote of shareholders holding a
majority of the common shares of the Company voted at the Meeting.
EXECUTIVE COMMITTEE
The Corporation does not have an Executive Committee of the Board of Directors.
APPOINTMENT OF AUDITORS
Deloitte & Touche, Chartered Accountants, will be nominated at the Meeting for
re-appointment as auditors of the Corporation at a remuneration to be fixed by
the directors. Deloitte & Touche have been auditors of the Corporation since
January 1995.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as disclosed below or elsewhere in this Management Proxy Circular, no
insider and no associate or affiliate of any such insider, has any material
interest, direct or indirect, in any material transaction since the commencement
of the Corporation's last financial year or in any proposed transaction, which,
in either case, has materially affected or would materially affect the
Corporation, other than as set out below.
The Corporation is a party to cost sharing agreements with other companies in
which Robert M. Friedland has a material direct or indirect beneficial interest.
Through these agreements, we share office space, furnishings, equipment and
communications facilities in Vancouver, Singapore and London and an aircraft on
a cost recovery basis.
The Corporation also shares the costs of employing administrative and
non-executive management personnel in these offices. During the year ended
December 31, 2001, our share of these costs was US$3,077,000. The companies with
which the Corporation is a party to the cost sharing agreements, and Mr.
Friedland's ownership interest in each of them, are as follows:
[Download Table]
R.M. FRIEDLAND
COMPANY NAME OWNERSHIP INTEREST
------------ ------------------
Ivanhoe Energy Inc. 33.40%
Ivanhoe Capital Corporation 100.00%
African Minerals Ltd. 54.95%
Diamond Fields International Ltd. 7.72%
Pangaea Energy International Ltd. 72.00%
EXECUTIVE COMPENSATION
In accordance with the requirements of applicable securities legislation in
Canada, the following executive compensation disclosure is provided in respect
of the Company's President and Chief Executive Officer as at December 31, 2000,
and each of the four most highly compensated executive officers ("Named
Executive Officers") whose annual compensation exceeded $100,000 in the year
ended December 31, 2001. During the year ended December 31, 2001, the aggregate
compensation paid to all officers of the Company who received more than $40,000
in aggregate compensation during such period was US$1,134,065.
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of all compensation paid during the
years ending December 31, 1999, 2000 and 2001 to each of the Named Executive
Officers of the Corporation.
[Enlarge/Download Table]
Annual Compensation Long Term Compensation
--------------------------------------------- ---------------------------------------
Awards Payouts
--------------------------------------
Securities Restricted
Under Shares or
Other Options/ Restricted
Annual SARs Share LTIP All Other
Name and Salary Bonus Compensation Granted Units Payout Compensation
Principal Position Year(1) (US$) (US$) (US$) (#) (US$) (US$) (US$)
------------------ ------- ------- ------ ------------ ----------- ------------ -------- --------------
DANIEL KUNZ 2001 250,000 1,578,000 6,700
President 2000 200,000 35,000 22,104
1999 150,000 55,888 52,354
(60,400)(3)
GORDON TOLL 2001 202,593 1,550,000 2,207
Deputy Chairman 2000 N/A
1999 N/A
[Enlarge/Download Table]
Annual Compensation Long Term Compensation
-------------------------------------- -------------------------------------
Awards Payouts
--------------------------------------
Securities Restricted
Under Shares or
Other Options/ Restricted
Annual SARs Share LTIP All Other
Name and Salary Bonus Compensation Granted Units Payout Compensation
Principal Position Year(1) (US$) (US$) (US$) (#) (US$) (US$) (US$)
------------------ ------- ------- ------ ------------ ----------- ------------ -------- --------------
EDWARD C. ROCHETTE(2) 2001 156,619 682,500 2,381
Senior Vice-President 2000 143,628 38,635
Legal and Administration 1999 117,112 57,646 2,740
(62,300)(3)
DOUGLAS KIRWIN 2001 150,000 182,500 36,000
Senior Vice-President 2000 109,200 39,023
Exploration 1999 109,200 3,728
JAIME TRONCOSO 2001 150,000 176,667
Vice-President, 2000 150,000 1,860
Kazakhstan 1999 162,000 43,027 43,333
(46,500)(3)
(1) All three years are entered for each reporting executive officer, however,
the compensation figures are reported from the year the executive officer
was required to report.
(2) In each of the years described, Mr. Rochette's compensation was pro-rated
consistent with time spent on the business of the Corporation.
(3) Common shares were granted to certain Named Executive Officers on October
4, 1999 at a deemed value of Cdn$1.39 per Share.
LONG TERM INCENTIVE PLAN
The Corporation does not presently have a long-term incentive plan for its
executive officers.
OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
The following Options/SARs were granted to Named Executive Officers in the
financial year ended December 31, 2001:
[Enlarge/Download Table]
MARKET VALUE OF
SECURITIES
% TOTAL UNDERLYING
OPTIONS/SAR OPTIONS/SARS ON
SECURITIES UNDER GRANTED TO (1)EXERCISE OR THE DATE OF
OPTIONS/SAR EMPLOYEES IN BASE PRICE GRANT(1)
NAME GRANTED (#) FINANCIAL YEAR ($/SECURITY) ($/SECURITY) EXPIRATION DATE
----------------------- ------------------ ------------------- ----------------- ----------------- ---------------------
Dan Kunz 1,078,000 12.32 $1.20 $1.18 Jan 25/06
500,000 5.72 $1.70 $1.18 Performance Based(2)
----------------------- ------------------ ------------------- ----------------- ------------------ ---------------------
Gordon Toll 1,500,000 17.15 $1.20 $1.18 Jan 25/06
50,000 0.57 $1.70 $1.18 Performance Based(2)
----------------------- ------------------ ------------------- ----------------- ------------------ ---------------------
Edward Rochette 532,500 6.09 $1.20 $1.18 Jan 25/06
150,000 1.71 $1.70 $1.18 Performance Based(2)
----------------------- ------------------ ------------------- ----------------- ------------------ ---------------------
Douglas Kirwin 132,500 1.51 $1.20 $1.18 25 Jan/06
50,000 0.57 $1.70 $1.18 Performance Based(2)
----------------------- ------------------ ------------------- ----------------- ------------------ ---------------------
Jaime Troncoso 126,667 1.45 $1.20 $1.18 Jan 25/06
50,000 0.57 $1.70 $1.18 Performance Based(2)
======================= ================== =================== ================= ================== =====================
(1) Equal to or greater than the weighted average price of the Company's common
shares on the TSX for the five trading days preceding the date of grant.
(2) The Performance Based options were granted with specific performance based
vesting as follows: the options vest as to 40% upon the realization of one
of three specific targets set by the Board and the remaining 60% vest upon
a second, yet to be determined, goal to be met..
AGGREGATED OPTION EXERCISES
Other than as described below, no further options were exercised during Fiscal
2001 by the Named Executive Officers.
[Enlarge/Download Table]
Securities Aggregate Unexercised Options at Value of Unexercised in the
Acquired on Value December 31, 2001 Money Options at
Name Exercise Realized (Exercisable/Unexercisable) December 31, 2001
(Exercisable/Unexercisable)
------------------------------------------------------------------------------------------------------------------------
Daniel Kunz 495,400/1,254,600 $354,090/$816,410
------------------------------------------------------------------------------------------------------------------------
Gordon Toll 825,000/725,000 $701,250/$591,250
------------------------------------------------------------------------------------------------------------------------
Edward Rochette 227,250/522,750 $210,038/$369,338
------------------------------------------------------------------------------------------------------------------------
Douglas Kirwin 106,500 $115,575 750/142,750 $638/$96,338
------------------------------------------------------------------------------------------------------------------------
Jaime Troncoso 111,333/138,667 $74,333/$17,500
------------------------------------------------------------------------------------------------------------------------
PENSION PLANS
The Corporation does not presently provide a pension plan for its directors,
executive officers or employees.
COMPOSITION OF COMPENSATION COMMITTEE
During the year ended December 31, 2001, the Compensation and Benefits Committee
was comprised of Messrs. Robert Friedland (refer to "Interest of Insiders in
Material Transactions"), Gordon L. Toll and R. Edward Flood, who in their
capacity as Deputy Chairmen are each an officer and employee of the Company. Mr.
Friedland resigned his position on the Compensation and Benefits Committee in
the second half of the year ended December 31, 2001.
Directors who were officers or employees of the Company during the financial
year ended December 31, 2001, were: Mr. Robert Friedland - Chairman, Mr. R.
Edward Flood - Deputy Chairman, Mr. Gordon L. Toll - Deputy Chairman, Mr. Daniel
Kunz - President.
REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation Committee and is designed to be competitive with the executive
compensation programs offered by other corporations comparable to the
Corporation and, where appropriate, to provide incentives for enhancing of
shareholder value. The overall objective of the Corporation's executive
compensation program is to attract and retain qualified executives who will
contribute to the success of the Corporation, to provide fair and competitive
compensation, to align the interests of management with those of shareholders
and to reward performance that contributes to the achievement of those
objectives. Compensation has been structured so as to link shareholder return,
measured by the change in share price, with executive compensation through the
use of stock options as the primary element of variable compensation. The
Corporation does not offer pension plans to its senior executives.
The cash compensation paid to the Named Executive Officers is intended to be
comparable to the cash compensation paid to executive officers of similar
companies who have comparable duties and responsibilities.
Submitted on behalf of the Compensation Committee:
Mr. R. Edward Flood
Mr. Gordon L. Toll
PERFORMANCE GRAPH
The following graph compares the cumulative shareholder return on a $100
investment in Common Shares of the Corporation to a similar investment in
companies comprising the TSX 300 Total Return Index, including dividend
reinvestment, for the period December 31, 1997 to December 31, 2001.
[LINE CHART]
[Enlarge/Download Table]
Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999 Dec. 31, 2000 Dec. 31, 2001
-------------------------------------------------------------------------------------------------------------------------
Ivanhoe Mines Ltd. $ 100 $ 26 $ 35 $ 36 $ 72
-------------------------------------------------------------------------------------------------------------------------
TSE 300 Total Return Index $ 100 $ 97 $ 126 $ 133 $ 115
-------------------------------------------------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS
Currently no fixed compensation is paid to directors of the Corporation for
acting as such, although all directors have been granted stock options. The
directors may be reimbursed for actual expenses reasonably incurred in
connection with the performance of their duties as directors.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
Other than "routine indebtedness" as that term is defined in applicable
securities legislation, no director or senior officer of the Corporation, or
associate or affiliate of any such director or senior officer, is or has been
indebted to the Corporation since the beginning of the last completed financial
year of the Corporation.
CORPORATE GOVERNANCE
The rules and policies of the Toronto Stock Exchange ("TSX") require
corporations listed on the TSX to disclose their corporate governance practices
with reference to a series of guidelines for effective corporate governance (the
"Guidelines") adopted by the TSX.
The Board of Directors is responsible for supervising the conduct of the
Corporation's affairs and the management of its business. The Board's mandate is
to set long term goals and objectives for the Corporation, to formulate the
plans and strategies necessary to achieve those objectives and to supervise
senior management in their implementation. Although the Board delegates the
responsibility for managing the day to day affairs of the Corporation to senior
management personnel, the Board retains a
supervisory role in respect of, and ultimate responsibility for, all matters
relating to the Corporation and its business.
The Guidelines recommend that a majority of the directors of a corporation be
"unrelated" directors. An "unrelated" director is a director who is independent
of management and is free from any interest and any business or other
relationship which could, or could reasonably be perceived to, materially
interfere with the director's ability to act with a view to the best interests
of the corporation, other than interests and relationships arising from
shareholding.
A total of eight (8) persons have been nominated for election as directors at
the Meeting. If all such nominees are elected, the Board will consist of four
unrelated directors in John Weatherall, Markus Faber, Robert Hanson and Kjeld
Thygesen and four related directors in Robert Friedland, Daniel Kunz, Ed Flood
and Gordon Toll. Mr. Kunz is a related director in his capacity as President of
the Corporation. Mr. Flood is a related director in his capacity as Deputy
Chairman of the Corporation. Mr. Toll is a related director in his capacity as
Chairman, Chief Executive Officer and director of the Corporation's wholly owned
subsidiary, ABM Mining Limited. Mr. R. Friedland, although not a member of the
Corporation's management team, works closely with management personnel on
matters relating to the implementation of the Corporation's corporate strategy,
financing, evaluation of corporate opportunities and investor relations. Mr. R.
Friedland does not participate in the day to day management of the Corporation's
affairs but is consulted regularly by the management personnel in respect of key
management decisions. As such, the Corporation considers Mr.R. Friedland to be a
related director. Mr. R. Friedland is also the Corporation's significant
shareholder insofar as he holds 50% of the Corporation's common shares and has
the ability to exercise a majority of the votes for the election of the Board of
Directors. Each of the Corporation's four unrelated directors is unrelated to
either the Corporation or Mr. R. Friedland.
At present, committees of the Board consist of an Audit Committee and a
Compensation Committee. The Board does not at present maintain a nominating
committee or a governance committee. The Board will review the nature, function
and composition of its existing committees and consider the need or desirability
of creating additional committees such as a nominating committee and a
governance committee. The Guidelines recommend that committees consist solely of
unrelated directors. Although creating and maintaining committees consisting
solely of independent directors is a generally desirable corporate governance
objective, the Board is of the view that there may be instances in which the
effective functioning of a particular committee favours participation by
management directors. The Board will consider the merits of creating committees
consisting solely of unrelated directors on a case by case basis in the course
of reviewing its existing committee structure. The Audit Committee, comprised of
Messrs. Markus Faber, John Weatherall and Kjeld Thygesen, consists solely of
unrelated directors. The Compensation Committee comprised of Messrs. Ed Flood
and Gordon Toll, consists of two related directors.
The role of the Compensation Committee is primarily to administer the
Corporation's Employees' and Directors' Equity Incentive Plan, to determine the
recipients of, and the nature and size of share compensation awards granted from
time to time, to determine the remuneration of executive officers and to
determine any bonuses to be awarded.
The mandate of the Audit Committee is to oversee the Corporation's financial
reporting obligations, systems and disclosure, including monitoring the
integrity of the
Corporation's financial statements, monitoring the independence and performance
of the Corporation's external auditors and acting as a liaison between the Board
and the Corporation's auditors. The activities of the Audit Committee typically
include reviewing interim financial statements and annual financial statements,
ensuring that internal controls over accounting and financial systems are
maintained and that accurate financial information is disseminated to
shareholders, reviewing the results of internal and external audits and any
change in accounting procedures or policies, and evaluating the performance of
the Corporation's auditors.
All material matters relating to the Corporation and its business require the
prior approval of the Board. Management is authorized to act, without Board
approval, on all ordinary course matters relating to the Corporation's business.
The Board will continue to seek additional qualified candidates to augment its
experience and expertise and to enhance the Corporation's ability to effectively
develop its business interests. Orientation for new directors includes a
briefing on the status of the Corporation's business and copies of various
pertinent corporate documents, such as recent statutory filings, the Articles
and By-Laws of the Corporation, summaries of the corporate and share capital
structures and a copy of "The Director's Manual", which provides information on
the duties, responsibilities and liabilities of directors.
The Corporation's directors receive no cash compensation for acting as directors
and the Board's philosophy is that directors' remuneration should be tied to the
objective of enhancing shareholder value. Accordingly, directors of the
Corporation are compensated primarily through the grant of stock options.
Although the Board has not, to date, implemented a system which enables an
individual director to engage an outside advisor at the expense of the
Corporation, the Board has, in the past, approved the engagement of outside
advisors by committees of independent directors on an ad hoc basis and would
give favourable consideration to a request by an individual director to engage
an outside advisor in appropriate circumstances.
The Board has instructed management to maintain procedures to monitor and
promptly address shareholder concerns and has directed and will continue to
direct management to apprise the Board of any major concerns expressed by
shareholders.
The Board expects management to efficiently implement its strategic plans for
the Corporation, to keep the Board fully apprised of its progress in doing so
and to be fully accountable to the Board in respect to all matters for which it
has been assigned responsibility.
OTHER BUSINESS
Management of the Corporation is not aware of any matter to come before the
Meeting other than the matters referred to in the Notice of the Meeting.
DIRECTORS' APPROVAL
The contents of this Management Proxy Circular and its distribution to
shareholders have been approved by the Board of Directors of the Corporation.
DATED at Vancouver, British Columbia, as of the 10th day of May, 2002.
BY ORDER OF THE BOARD
"BEVERLY A. BARTLETT"
CORPORATE SECRETARY
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
AND
MANAGEMENT PROXY CIRCULAR
OF
IVANHOE MINES LTD.
DATED: MAY 10, 2002
Dates Referenced Herein
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| Filed on: | | 11/17/03 | | | | | | | None on these Dates |
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| | 5/10/02 | | 1 | | 17 |
| | 12/31/01 | | 9 | | 13 |
| | 12/31/00 | | 9 | | 13 |
| | 12/31/99 | | 9 | | 13 |
| | 10/4/99 | | 10 |
| | 12/31/98 | | 13 |
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