SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

From: March 28, 2008

IVANHOE MINES LTD.

(Translation of Registrant’s Name into English)

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

     Form 20-F- o      Form 40-F- þ

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

     Yes: o      No: þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .)

Enclosed:

Management Proxy Circular & Notice of Meeting
Voting Proxy
Supplemental Return Card
Electronic Consent

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				IVANHOE MINES LTD.
Date: March 28, 2008				By:		/s Beverly A. Bartlett
						BEVERLY A. BARTLETT
						Vice President &
						Corporate Secretary

NOTICE IS HEREBY GIVEN that an Annual General Meeting of shareholders of Ivanhoe Mines Ltd. (the “Corporation”) will be held on Friday, May 9, 2008, at 9:00 AM local time, in the President’s Room of the Terminal City Club located at 837 West Hastings Street, Vancouver, British Columbia for the following purposes:

1.		to receive the annual report of the directors to the shareholders;
2.		to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2007 and the auditors’ report thereon;
3.		to elect directors for the ensuing year;
4.		to appoint auditors for the ensuing year and to authorize the directors to fix the auditors’ remuneration;
5.		to transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed March 24, 2008 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, this Annual General Meeting and at any adjournment thereof.

A Management Proxy Circular, Form of Proxy, the Audited Consolidated Financial Statements and Management’s Discussion and Analysis for the year ended December 31, 2007 and return envelope accompany this Notice of Meeting.

A shareholder, who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting, is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Proxy Circular.

Dated at Vancouver, British Columbia, this 28^th day of March, 2008.

		BY ORDER OF THE BOARD
		“Beverly A. Bartlett”
		Vice President and Corporate Secretary

SOLICITATION OF PROXIES

This Management Proxy Circular is furnished to the holders of common shares (“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 9:00 AM, local time, on May 9, 2008 in the President’s Room of the Terminal City Club located at 837 W. Hastings Street, Vancouver, British Columbia, and at any adjournment thereof, for the purposes set forth in the Notice of Meeting.

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.

The Board of Directors of the Corporation has fixed the close of business on March 24, 2008 as the record date, being the date for the determination of the registered shareholders entitled to receive notice of, and to vote at, the Meeting (the “Record Date”).

Unless otherwise stated, the information contained in this Management Proxy Circular is as of March 27, 2008. All dollar amounts are expressed in Canadian dollars (“Cdn.$”) or United States dollars (“U.S.$”) as indicated.

APPOINTMENT OF PROXYHOLDERS

A shareholder entitled to vote at the Meeting may, by means of a 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 enclosed 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 enclosed form of proxy, and may do so either by inserting the name or names of such persons in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy.

A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the 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 to (416) 368-3976 or 1-866-781-3111, by mail to P.O. Box 1900, Vancouver, British Columbia, V6E 3X1 or P.O. Box 721, Agincourt, Ontario, M1S 0A1, or by hand to The Oceanic Plaza, 1600 — 1066 Hastings Street, Vancouver, British Columbia, V6E 3K9 or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H 4A6, and received by 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.

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 Corporation 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

The persons named in the enclosed form of proxy will vote or withhold from voting the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction in respect of a particular matter, such shares will be voted in favour of such matter. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Management Proxy Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

VOTES NECESSARY TO PASS RESOLUTIONS

The Corporation’s by-laws provide that the quorum for the transaction of business at the Meeting is at least one individual present at the commencement of the Meeting holding, or representing by form of proxy the holder or holders of, common shares carrying, in the aggregate, not less than thirty-three and one-third percent (33-1/3%) of the votes eligible to be cast 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 a special resolution.

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 BY NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Corporation or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Corporation are “non-registered” shareholders (“Non-Registered Shareholders”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either:

	(i)		in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the shares of the Corporation (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or
	(ii)		in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

In accordance with applicable securities law requirements, the Corporation will have distributed copies of the Notice of Meeting, this Management Proxy Circular, the form of proxy and the request form (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either be given:

(a)

a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”)

			which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
	(b)		a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Corporation, c/o CIBC Mellon Trust Company, The Oceanic Plaza, 1600 — 1066 Hastings Street, Vancouver, British Columbia, V6E 3K9 or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H 4A6.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares of the Corporation they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a form of proxy or voting instruction form given to an Intermediary by contacting the Intermediary through which the Non-Registered Shareholder’s common shares of the Corporation are held and following the instructions of the intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

The Corporation’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.

As of March 27, 2008, the Corporation had issued 375,118,741 fully paid and non-assessable Common Shares without par value, each carrying the right to one vote. As of such date, no Preferred Shares were issued or outstanding.

A holder of record of one or more Common Shares on the securities register of the Corporation on 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.

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 Corporation as a group are:

		Number of Shares Owned,				Percentage of Shares
Name and Address		Controlled or Directed				Outstanding
Robert M. Friedland Singapore			100,942,326	(1)			26.91	%
Directors and Officers as a group(2)			101,601,885	(3)			27.08	%

In addition to the foregoing:

(a)

Rio Tinto International Holdings Ltd., of London, England (“Rio Tinto”) owns 37,089,883 shares (being 9.89% of the issued and outstanding Common Shares). Pursuant to an agreement dated October 18, 2006 (the “2006 Rio Tinto Agreement”), Rio Tinto is obligated to subscribe for an additional 46,304,473 shares upon the completion of certain conditions precedent, including the completion of an investment contract with the Government of Mongolia in connection with the Corporation’s Oyu Tolgoi project (the “Investment Contract”). If such investment is completed, Rio Tinto would hold approximately 19.788% of the Corporation’s issued and outstanding Common Shares. Rio Tinto also holds warrants to purchase up to 92,053,044 shares at prices between U.S.$8.38 and U.S.$9.02 per share until two years after the earlier of completion of the Investment Contract and October 27, 2009.

		On October 24, 2007 Rio Tinto entered into an interim funding arrangement with the Corporation in respect of the Corporation’s Oyu Tolgoi copper and gold mining project in Mongolia pursuant to which it provided the Corporation with a convertible credit facility convertible into up to an additional 45,800,000 Common Shares at U.S.$10.00 per share, and was granted warrants to purchase up to an additional 35,000,000 Common Shares at U.S.$10.00 per share until October 24, 2012.
		If, in addition to completing the second tranche investment, pursuant to the 2006 Rio Tinto Agreement, the loan facility is fully converted and the warrants are fully exercised, Rio Tinto would hold approximately 43.1% of the Corporation’s issued and outstanding Common Shares.
		Pursuant to the 2006 Rio Tinto Agreement, Rio Tinto is entitled to nominate a person or persons for appointment or election to the Board from time to time in proportion to the percentage of the Corporation’s issued and outstanding shares it holds. Mr. Bret Clayton, an executive officer of Rio Tinto, has been nominated as one of management’s nominees for election as a Director of the Corporation at the Meeting. See “Election of Directors - Management Nominees”.
		Concurrent with the 2006 Rio Tinto Agreement, Rio Tinto and Mr. Friedland entered into a shareholders’ agreement, whereby Mr. Friedland has agreed to vote or cause to be voted any Common Shares he controls, directly or indirectly, in favour of any transaction contemplated by the 2006 Rio Tinto Agreement.
(b)		Tradewinds Global Investors LLC (“Tradewinds”), of Los Angeles, California, owns 27,135,843 (7.23%) of the issued and outstanding Common Shares. Tradewinds is an advisory and investment management subsidiary of Nuveen Investments Inc. (NYSE: JNC) (“Nuveen”) focused on international and global equity investing. Nuveen is a provider of investment advisory services and a distributor of open-end, closed-end and managed account products to affluent, high-net-worth and institutional investors.
(c)		The Caisse de dépôt et placement du Québec (“Caisse de dépôt”), of Montreal, Québec, owns 24,845,207 (6.62%) of the issued and outstanding Common Shares. Caisse de dépôt is a global fund manager managing funds deposited primarily by public and private pension funds and insurance plans in the Province of Québec, Canada.
(d)		Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR LLC (“FMR”), of Boston, Massachusetts, owns 23,500,800 (6.26%) of the issued and outstanding Common Shares. Fidelity is an investment adviser to various U.S. investment companies and is the beneficial owner of 23,500,800 Common Shares of the Corporation. Fidelity International Limited, of Hamilton, Bermuda, beneficially owns an additional 406,000 Common Shares, and other wholly-owned subsidiaries of FMR beneficially own an additional 23,300 Common Shares, of the Corporation.
		Information relating to Tradewinds, the Caisse de depot and FMR and its subsidiaries are not within the knowledge of management of the Corporation and have been derived from filings with the U.S. Securities and Exchange Commission, and represents the number of Common Shares held by Tradewinds

as of February 14, 2008, by the Caisse de depot as of January 21, 2008, and by FMR as of February 13, 2008.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or officer of the Corporation at any time since the beginning of its last completed financial year, any proposed nominee for director of the Corporation or any associate or affiliate of the foregoing has any material interest, direct or indirect, in any matter to be acted upon at the Meeting, except as disclosed in this Information Circular.

ELECTION OF DIRECTORS

Term of Office

The Corporation’s articles provide that the number of directors of the Corporation will be a minimum of three and a maximum of 12. 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.

Management Nominees

The following table sets out the names of management’s nominees for election as directors, their ages, 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, the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at March 27, 2008, and the number of options to purchase Common Shares of the Corporation held by each as at March 27, 2008.

NOTES:

Summary of Board and Committee Meetings Held

The following table summarizes Board and Committee meetings held during the year ended December 31, 2007:

Board of Directors			5
Audit Committee			4
Compensation and Benefits Committee			4
Corporate Governance and Nominating Committee			4
Currency Advisory Committee			2
Executive Committee			0
Non-Management Directors			7

During 2007 there were no meetings of the Board or any of its committees held by teleconference. Seven of the total of seven meetings of the non-management directors were held by teleconference between regularly scheduled Board meetings. There were 23 resolutions passed in writing by the Board, six by the Compensation and Benefits Committee, five by the Corporate Governance and Nominating Committee, and four by the Executive Committee. No resolutions in writing were passed by the Audit or Currency Advisory Committees in 2007. Resolutions in writing must be executed by all of the directors entitled to vote on a matter.

APPOINTMENT OF AUDITORS

Deloitte & Touche LLP, Chartered Accountants, will be nominated at the Meeting for re-appointment as auditors of the Corporation at remuneration to be fixed by the Board of Directors. Deloitte & Touche LLP have been the Corporation’s auditors since January 1995.

Fees billed by Deloitte & Touche LLP and its affiliates during fiscal 2007 and fiscal 2006 were approximately Cdn$1,836,000 and Cdn$2,534,000, respectively.  The aggregate fees billed by the auditors in fiscal 2007 and fiscal 2006 are detailed below.

(Canadian $ in 000’s)		2007				2006
Audit Fees (a)		$	1,070			$	1,588
Audit Related Fees (b)		$	355			$	246
Tax Fees (c)		$	411			$	700
All Other Fees			—				—
Total		$	1,836			$	2,534

(a)

Fees for audit services billed or expected to be billed relating to fiscal 2007 and 2006 consisted of:

	•		audit of the Corporation’s annual statutory financial statements;
	•		reviews of the Corporation’s quarterly financial statements; and
	•		comfort letters, consents, and other services related to SEC and Canadian securities regulatory authorities’ matters.

		In addition, in 2007 and 2006 fees were paid for services provided in connection with review pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the required attestations relating to internal controls.
(b)		Fees for audit-related services provided during fiscal 2007 and 2006 consisted of financial accounting and reporting consultations and audit of annual statutory financial statements of the Corporation’s subsidiaries.
(c)		Fees for tax services provided during fiscal 2007 and 2006 consisted of income tax compliance, and tax planning and advice relating to transactions and proposed transactions of the Corporation and its subsidiaries.
(d)		The Corporation did not incur fees for products and services provided by its principal accountant during fiscal 2007 and 2006 not disclosed in subsections (a), (b) or (c).

Pre-Approval Policies and Procedures

All services to be performed by the Corporation’s independent auditor must be approved in advance by the Audit Committee or a designated member of the Audit Committee (“Designated Member”). The Designated Member is a member of the Audit Committee who has been given the authority to grant pre-approvals of permitted audit and non-audit services.

The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee or the Designated Member of all audit and non-audit services provided by the external auditor, other than any de minimis non-audit services allowed by applicable law or regulation. The decisions of the Designated Member to pre-approve a permitted service needs to be reported to the Audit Committee at its regularly scheduled meetings.

Pre-approval from the Audit Committee or Designated Member can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.

Pursuant to these procedures, 100% of each of the services provided by the Corporation’s external auditors relating to the fees reported as audit, audit-related, tax and all other fees were pre-approved by the Audit Committee or the Designated Member.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed below or elsewhere in this Management Proxy Circular, no insider, director nominee or associate or affiliate of any such insider or director nominee, 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.

At the end of 2007 and 2006 subsidiaries of the Corporation holding the Savage River iron ore project owed approximately U.S.$5.1 million to Mr. Robert Friedland, Chairman of the Corporation, which indebtedness originated as a result of the December 2000 acquisition by the Corporation of the Savage River project. Following the sale of the Savage River operations in February 2005, repayment of this balance is contingent upon the Corporation receiving proceeds in excess of approximately U.S.$111 million from the sale of the Savage River operations. To date, U.S.$70.0 million has been received from the sale with an additional U.S.$28.2 million expected to be received on March 31, 2008.

The Corporation is a party to cost sharing agreements with other companies in which Mr. Friedland has a material direct or indirect beneficial interest. Through these agreements, the Corporation shares, on a cost-recovery basis, office space, furnishings, equipment and communications facilities in Vancouver, Singapore, Beijing and London, and an aircraft. The Corporation also shares the costs of employing administrative and non-executive management personnel in these offices. During the year ended December 31, 2007, the Corporation’s share of these costs was U.S.$13.4 million. 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:

		Robert Friedland
Corporation Name		Ownership Interest
Ivanhoe Energy Inc.			20.83	%
Ivanhoe Capital Corporation			100	%
Ivanhoe Nickel & Platinum Ltd.			33.33	%
Jinshan Gold Mines Inc.			(1)
SouthGobi Energy Resources Ltd.			(1)
Govi High Power Exploration Inc.		Nil

EXECUTIVE COMPENSATION

In accordance with the requirements of applicable securities legislation in Canada, the following executive compensation disclosure is provided as at December 31, 2007, in respect of the Chief Executive Officer, Chief Financial Officer and each of the Corporation’s three executive officers whose annual compensation exceeded Cdn.$150,000 in the year ended December 31, 2007 (collectively, the “Named Executive Officers”). During the year ended December 31, 2007, the aggregate compensation paid to all officers of the Corporation who received more than Cdn.$40,000 in aggregate compensation during such period was U.S.$6,298,000 (Cdn.$6,769,000).

Summary Compensation Table

The following table sets forth a summary of all compensation paid during the years ending December 31, 2005, 2006 and 2007 to each of the Named Executive Officers (“NEO”).

																		Awards
																		Securities				Shares or
						Long-Term Compensation												Under				Units
NEO Name and														Other Annual				Options/				Subject				Payouts				All Other
Principal						Salary				Bonus				Compensation				SARs				to Resale				LTIP				Compensation
Position		Year				(U.S.$)				(U.S.$)				(U.S.$) (1)				Granted				Restrictions				Payouts				(U.S.$)
John Macken(5)			2007				550,000				500,000	(2)			—				—				—				—				28,885	(4)
(CEO & President)			2006				578,875				500,000				—				2,000,000				—				—				24,473	(4)
			2005				457,400				—				—				—				—				—				8,200	(3)
Tony Giardini(6)			2007				232,605				100,000	(2)			—				150,000				—				—				10,117	(4)
(CFO)			2006				156,092				25,000				—				250,000				—				—				2,980	(4)
			2005				n/a				n/a				n/a				n/a				n/a				n/a				n/a
Peter Meredith(7)			2007				338,104				500,000	(2)			—				1,000,000				—				—				27,197	(4)
(Deputy Chairman &			2006				262,592				1,000,000				—				400,000				—				—				13,481	(4)
former CFO)			2005				216,402				—				—				—				—				—				11,315	(4)
Steve Garcia(8)			2007				366,664				100,000				72,581	(10)			150,000				—				—				10,207	(11)
(Executive VP)			2006				300,000				100,000				—				250,000				—				—				—
			2005				194,318				—				—				250,000				—				—				—
David Woodall(9)			2007				298,561				—				—				75,000				—				—				3,688	(3)
(President,			2006				82,795				—				—				200,000				—				—				—
Gold Division)			2005				n/a				n/a				n/a				n/a				n/a				n/a				n/a

Annual Cost of CEO

														Estimated Value
														of Options				All Other				Total Annual
Name and Principal						Salary				Bonus				Granted				Compensation				Cost
Position		Year				(U.S. $)				(U.S. $)				(U.S. $)				(U.S. $)				(U.S. $)
			2007				550,000				500,000	(2)			—				28,885	(3)			1,078,885
John Macken(1)			2006				578,875				500,000				8,011,670	(3)			24,473	(5)			9,115,018	(3)
CEO and President			2005				457,400				—				—				8,200	(4)			465,600

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

Other than as described below, there were no options or SAR grants made to the Named Executive Officers during the most recently completed financial year.

						Percent of								Market Value of
		Securities				Total								Securities
		Under				Options/SARs								Underlying
		Options/SARs				Granted to				Exercise or Base				Options/SARs on
		Granted				Employees in				Price				the Date of Grant				Expiration
Name		(#)(1)				Financial Year				(Cdn.$/Security)				(Cdn.$/Security)				Date
Peter Meredith			1,000,000				34.3	%		$	13.19			$	13.19			Nov. 7, 2014
Steve Garcia			150,000				5.15	%		$	13.71			$	13.71			Nov. 14, 2014
Tony Giardini			150,000				5.15	%		$	13.71			$	13.71			Nov. 14, 2014
David Woodall			75,000				2.57	%		$	13.71			$	13.71			Nov. 14, 2014

Aggregated Option Exercises

Other than as described below, no options or stock appreciation rights were exercised during the year ended December 31, 2007 by the Named Executive Officers.

Unexercised Options at

Value of Unexercised in the

Securities

Aggregate

December 31, 2007(1)

Money Options at

Acquired on

Value

(Exercisable/

December 31, 2007(1)

Exercise

Realized

Unexercisable)

(Exercisable/Unexercisable)

Name

(#)

(Cdn.$)

(#)

(Cdn.$)

Steve Garcia

150,000

$

1,056,500

25,000/75,000

$59,250/$179,250

David Woodall

100,000

$

749,000

Nil/100,000

Nil/$379,000

Option and SAR Repricings

No options or stock appreciation rights were re-priced during the year ended December 31, 2007.

Defined Benefit and Pension Plans

The Corporation does not presently provide any defined benefit or pension plan to its directors, executive officers or employees.

Indemnity Insurance

During 2007, the Corporation purchased director and officer liability insurance with an aggregate U.S.$100,000,000 limit. The total premiums paid by the Corporation in respect of this insurance coverage for the twelve month term were U.S.$1,547,745.

Employment Contracts

The Corporation’s original employment contract as of November 1, 2003 with John Macken, President and CEO was amended and restated as of January 1, 2008. The employment contract provides for an initial base salary, discretionary performance bonuses and stock option grants from time to time if and when awarded by the Corporation, housing benefit and other benefits and entitlements available to the Corporation’s other executive officers. The Corporation may terminate Mr. Macken’s employment for cause. The Corporation may also terminate Mr. Macken’s employment without cause, or upon his disability, in each cause upon payment to Mr. Macken of 24 month’s base salary together with an amount equal to the average of the two highest value aggregate annual performance bonuses paid to Mr. Macken during the five completed fiscal years of the Corporation preceding the date of termination. In the event of a change of control of the Corporation and if, within 24 months thereafter, the employment contract is either terminated by the Corporation other than for cause or disability or Mr. Macken resigns for “good reason” as defined in the employment contract, Mr. Macken would be entitled to receive a payment equal to the product of 2.99 times the sum of Mr. Macken’s then base salary and the average of the two highest value aggregate annual performance bonuses paid to Mr. Macken by the Corporation during the five completed fiscal years of the Corporation preceding the date of termination. “Good reason” under the contract includes certain adverse changes in Mr. Macken’s status or position in the Corporation, certain adverse changes to his compensation, benefits or employment terms, and acts constituting constructive dismissal at law. In the event of a termination on disability or without cause, or on a change of control followed by a termination or resignation with “good reason”, all of Mr. Macken’s then unvested incentive stock options would vest and all his options would remain exercisable for six months following the date of termination of employment, and certain of Mr. Macken’s benefits would continue for 12 months following termination. The Corporation has provided Mr. Macken, a United States citizen and resident, with an indemnity in respect of certain United States excise taxes under Section 4999 of the Internal Revenue Code (United States) and certain interest and penalties in the event such excise taxes, interest and penalties were levied on compensation and benefits payable to Mr. Macken following a termination of Mr. Macken following a change of control of the Corporation.

The Corporation has entered into an employment contract with Peter Meredith, Deputy Chairman, dated December 18, 2007. The agreement provides for an initial base salary,

discretionary performance bonuses and stock option grants from time to time if and when awarded by the Corporation, and other benefit and entitlements available to the Corporation’s other executive officers. The Corporation may terminate Mr. Meredith’s employment for cause. The Corporation may also terminate Mr. Meredith’s employment without cause or upon his disability upon payment to Mr. Meredith of 18 month’s base salary together with an amount equal to the average of the two highest value aggregate annual performance bonuses paid to Mr. Meredith during the five completed fiscal years preceding the date of termination. In the event of a change of control of the Corporation and if, within 24 months thereafter, Mr. Meredith’s employment contract is either terminated by the Corporation other than for cause or disability or Mr. Meredith resigns for “good reason” as defined in the employment contract, Mr. Meredith would be entitled to receive a payment equal to the product of 2.99 times the sum of Mr. Meredith’s then base salary and the average of the two highest value aggregate annual performance bonuses paid to Mr. Meredith by the Corporation during the five completed fiscal years of the Corporation preceding the date of termination. “Good reason” under the contract includes material adverse changes in Mr. Meredith’s status or position in the Corporation, certain adverse changes to his compensation, benefits or employment terms, and acts constituting constructive dismissal at law. In the event of a termination on disability or without cause, or on a change of control followed by a termination or resignation with “good reason”, all of Mr. Meredith’s incentive stock options would vest and remain exercisable for six months following the date of termination of employment, and certain of Mr. Meredith’s benefits would continue for 12 months following such termination.

Mr. Giardini was employed by the Corporation on May 1, 2006 as Chief Financial Officer. Under his contract, the Corporation may terminate Mr. Giardini for cause. If Mr. Giardini is terminated without cause, he is entitled to receive twelve months salary. Should he wish to resign, Mr. Giardini must give the Corporation not less than eight weeks notice of his resignation. In the event of a change of control and should the contract be terminated by the Corporation within six months thereafter, Mr. Giardini would be entitled to received a lump sum payment in an amount equal to twelve months salary. In the event of a termination without cause, or on a change of control followed by a termination, all of Mr. Giardini’s incentive stock options would vest and remain exercisable for six months following the date of termination of employment.

The Corporation has an agreement with Steve Garcia dated as of May 23, 2007 in respect of his position as, Executive Vice President of the Corporation, IMMI Country Manager and IMMI China Representative. Mr. Garcia is based in Shanghai, China and his compensation and the provisions of his services are facilitated through a consulting agreement with the Corporation’s Mongolian subsidiary, Ivanhoe Mines Mongolia Inc. and GEE Project Consulting. Under the agreement with the Corporation, Mr. Garcia is entitled to receive the sum of U.S.$400,000 annually and was entitled to receive a performance bonus for 2007 of U.S.$100,000. Mr. Garcia also receives certain other benefits and entitlements including medical, dental, travel benefits and local accommodation and related expenses. The Corporation may terminate Mr. Garcia’s contract for cause. The Contract may also be terminated by Mr. Garcia on one month’s notice. In the event the Corporation terminates Mr. Garcia’s contract without cause, Mr. Garcia is entitled to three monthly installments of his annual salary. In the event of a change of control and Mr. Garcia’s contract is terminated within six months thereafter, Mr. Garcia is entitled to a payment equal to one year of his annual salary.

The Corporation has an agreement with David Woodall dated as of August 16, 2006 in respect of his position as President, Gold Division, providing for base salary and benefits. The Corporation may terminate Mr. Woodall’s contract for cause. The Corporation may also terminate the agreement without cause upon payment to Mr.

Woodall of three month’s salary. Mr. Woodall may also terminate the contract on three months’ notice.

Composition of the Compensation and Benefits Committee

During the year ended December 31, 2007, the Compensation and Benefits Committee was comprised of Messrs. David Huberman (Chair), Kjeld Thygesen, Robert Hanson, David Korbin and Howard Balloch.

Since the beginning of the most recently completed financial year, which ended on December 31, 2007, none of Messrs. Huberman, Thygesen, Hanson, Korbin or Balloch was indebted to the Corporation or any of its subsidiaries or had any material interest in any transaction or proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. None of the Corporation’s executive officers serve as a member of the Compensation and Benefits Committee or Board of Directors of any entity that has an executive officer serving as a member of the Compensation and Benefits Committee or Board of Directors of the Corporation.

Report on Executive Compensation

Compensation and Benefits Committee and Approach to Executive Compensation

The Compensation and Benefits Committee is established by the Board to assist the Board in fulfilling its responsibilities relating to compensation issues and human resources. The members of the Compensation and Benefits Committee are all independent directors. The Compensation and Benefits Committee ensures that the Corporation has an executive management compensation plan that is both competitive and motivational so that it will attract, retain and inspire performance of its executive management of a quality and nature that will enhance the sustainable growth and success of the Corporation.

The Compensation and Benefits Committee reviews and recommends the compensation philosophy and guidelines for the Corporation which include reviewing, for recommendation to the Board, compensation of executive officers and employees, including annual salary and incentive policies and programs, and material changes to the Corporation’s benefit programs. The Compensation Committee bases its recommendations on its compensation principles and on the performance of the individual and the Corporation.

The Compensation and Benefits Committee annually reviews the cash compensation, performance and overall compensation package for each of the Corporation’s executive officers. It makes recommendations to the Board concerning the base salary, bonus and equity incentive arrangements for the executive and senior officers.

The basic philosophy underlying the Corporation’s executive compensation program is to provide fair, transparent and defensible compensation, to facilitate the attraction, motivation and retention of high quality executive talent, to ensure a strong link between compensation levels and performance in relation to the Corporation’s key short-term and long-term performance metrics, to encourage and reward high performance, and to align the executives’ interests with the Company’s shareholders.

The compensation of the Corporation’s executive officers is comprised of three principal components - base salary, annual performance bonuses in cash or fully paid Common Shares, and long term equity incentives. The Corporation does not maintain a pension plan or other long term compensation plan for its executive and senior officers.

Executive and senior officers are eligible to participate in the Corporation’s Share Purchase Plan under the Corporation’s Employees’ and Directors’ Incentive Plan.

The Compensation and Benefits Committee engaged Mercer (Canada) Limited (“Mercer”) to prepare a model for executive compensation for the Corporation and to provide support to the Committee in determining compensation for the Corporation’s officers during the most recently completed fiscal year. This model was approved by the Compensation and Benefits Committee in October, 2007 and was formally adopted by the Board of Directors of the Corporation in March, 2008. Decisions made by the Compensation and Benefits Committee are the responsibility of the Committee and may reflect factors and considerations other than the information and recommendations provided by Mercer.

Under the new formalized plan, compensation levels are determined based on a review of market compensation practices for comparable jobs within other mining and natural resources companies of a comparable size to the Corporation with significant project development activities and/or operations in complex, international locations. Within this comparator group, the Corporation will strive to target the market median for base salary, annual incentive and long-term incentive compensation with the ability to deliver compensation at a higher percentile of the market when performance warrants through the Corporation’s annual and long-term incentive programs.

Prior to formal adoption of the executive compensation plan in March 2008, many of the essential elements of the plan were incorporated into earlier executive compensation recommendations made by the Compensation and Benefits Committee, including during 2007. However, in formally adopting the new executive compensation plan, the Compensation and Benefits Committee intends to apply the principles of this formalized plan in a more consistent fashion with the goal of bringing more structure and effectiveness to the compensation review process for executives.

While it has not been a formal requirement of the Corporation, the Corporation’s executives have been encouraged to hold a share ownership position in the Corporation. Consistent with market practices and to ensure alignment of the interests of the Corporation’s executives with shareholders, guidelines set out in the new formalized plan provide that executive officers will be expected, within three years after adoption of the new compensation plan, to hold a multiple of their current base salary in Common Shares of the Corporation. The President and CEO will be expected to own the equivalent of two times base salary and the other executive officers will be expected to hold the equivalent of one times base salary.

Base Salary

In determining the base salary for its executive officers prior to the formalized plan, the Compensation and Benefits Committee placed approximately equal weight on the following factors: (i) the executive’s overall performance; (ii) the experience level of the executive officer; (iii) the particular responsibilities related to the executive officer’s position; and (iv) salaries paid by the Corporation’s peer compensation group at the time. Base salaries generally, and bonuses in particular, were at the relatively low end of the scale compared to industry peers, with a greater emphasis placed on incentive stock options.

In the last several years, a number of adjustments have been made to bring base salaries into line with the market. Under the formalized plan, base salary will be based on relevant data from the comparator group and target pay is positioned at the market median for base salary. As a general guideline for the administration of salaries, new

executives will typically be paid a salary between 80% and 90% of the target salary, executives that consistently meet all job expectations should be paid a salary within 90% and 110% of the target salary, and executives that consistently demonstrate superior performance should be paid a salary of 110% to 120% of the target. Actual salaries and salary ranges are reviewed on an annual basis in conjunction with an annual performance review and, subject to economic considerations, salary adjustments will normally be considered based on an executive’s performance, improvements in job proficiency, retention risks, succession requirements and compensation changes in the market.

During 2007, the Compensation and Benefits Committee made certain market-related adjustments to the salaries of executive officers, including Named Executive Officers as part of its annual review process, in recognition of the competitive environment for capable mining executives and in connection with the entering into of certain new employment contracts. These included adjustments commencing January 2008 to the annual salaries of John Macken, CEO and President (to US$635,000), Peter Meredith, Deputy Chairman (to $500,000) and Tony Giardini, Chief Financial Officer (to $300,000). See “Executive Compensation – Summary Compensation Table” above and “Chief Executive Compensation” below.

Bonus Payments

Executive officers are eligible for annual incentive compensation in the form of a bonus which is paid in Common Shares or cash. Under the new formalized plan, to conserve cash the Compensation and Benefits Committee will endeavour to settle such annual incentive awards in shares of the Corporation

Target awards (as a percentage of base salary) under the formalized plan are based on relevant market data for the comparator group and target pay positioning at the market median for total cash compensation (base salary plus annual incentive compensation). Target awards will be paid when performance meets expectations, and such awards will be adjusted upwards or downwards where performance exceeds or is less than expectations, respectively. Annual incentive awards are based on the assessment of performance of a combination of company, business unit and individual performance objectives determined early in the fiscal year. Corporate performance is assessed relative to objectives such as achievement of milestones in connection with the Corporation’s Oyu Tolgoi project, expansion of mineral resource and reserves and performance and value of the Corporation’s subsidiaries. Business unit performance is assessed on objectives that relate to the primary functions of the business unit and the key activities that support the broader corporate goals. Under the new formalized plan, for the most senior executives it is intended that the majority of the bonus will be based upon corporate performance with a smaller portion allocated to individual performance. For other senior executives the bonus will be based on a combination of corporate, business unit and individual performance. For other senior executives in operational roles a larger proportion of the bonus will be based on business unit performance.

During 2007, prior to formally implementing the targeted bonus approach of the new formalized plan, the Corporation awarded bonuses to the Corporation’s executives in the aggregate amount of U.S.$1,380,000 in a combination of cash and Common Shares. Included in these annual incentives were bonuses of U.S.$500,000, paid one third in cash and two thirds in Common Shares, to each to Messrs Macken and Meredith in recognition of the important individual contributions of the President and CEO and Deputy Chairman, respectively, to the Corporation’s current strategic goals and the importance generally of these executives to the Corporation at its current stage of development. A bonus of U.S.$100,000 was awarded to each of Tony Giardini, Chief

Financial Officer, and Steve Garcia, Executive Vice President, in recognition of business unit and individual performance.

Long Term Incentives

Under the Corporation’s compensation philosophy, an equity incentive component in the form of options is a key part of the executives overall compensation package, reflecting our belief that stock options offer an effective mechanism for incentivizing management and aligning the interests of our executive officers with those of our shareholders. Since we do not grant incentive stock options at a discount to the prevailing market price of the Corporation’s Common Shares, the incentive stock options we grant to our executive officers accrete value only if, and to the extent that, the market price of the Corporation’s Common Shares increases, thereby linking equity-based executive compensation to shareholder returns.

Equity based incentives awarded to our executive officers have been traditionally based on the Compensation and Benefit Committee’s evaluation of each executive officer’s ability to influence our long-term success and to reward outstanding individual performance and contributions. The Compensation and Benefits Committee has considered each executive’s stock option position, peer comparison group benchmark and individual performance when determining how many new stock option grants will be made to an executive officer. Where appropriate, the Corporation has in the past included performance-based criteria as a key component of the vesting of stock option grants.

Under the new compensation plan, the Compensation and Benefit Committee will consider target long-term incentive awards as a percentage of base salary that would be offered to executives on an annual basis. The dollar value of the long-term incentive award is converted to the appropriate number of stock option at the time of the award using a valuation methodology and the details of the grant. It is intended that stock option grants will normally have terms of seven years and will be made to executive officers on an annual basis. Vesting of the stock options will generally be based on time, with 25% installments vesting on each anniversary of the date of grant. The Compensation and Benefit Committee may consider including performance contingent or performance accelerated vesting in the future.

During 2007 and prior to implementation of the targeted approach to long term incentives under the new formalized plan, the Corporation granted incentive stock options to employees, officers and directors exercisable to purchase a total of 2,915,500 Common Shares, representing approximately 0.77% per cent of the total number of Common Shares currently issued and outstanding on December 31, 2007. These grants were made in recognition both individual performance and the importance of retaining the Corporation’s complement of executives given the competitive marketplace and to make appropriate adjustments to certain executive’s overall stock option position. Included in these grants were stock options granted on November 7, 2007 to Mr. Meredith in respect of 1,000,000 Common Shares which expire on November 7, 2014 and on November 14, 2007 granted to Mr. Giardini in respect of 150,000 Common Shares, to Mr Garcia in respect of 150,000 Common Shares and to David Woodall, President, Gold Division in respect of 75,000 Common Shares, all of which expire on November 14, 2014.

Chief Executive Officer Compensation

The Compensation and Benefits Committee periodically review the terms of reference for the Corporation’s Chief Executive Officer and recommends any changes to the Board

for approval. It reviews corporate goals and objectives with respect to the Chief Executive Officer’s compensation and leads the Chief Executive Officer review process.

Based on the results of the Chief Executive Officer’s evaluation, the committee recommends the Chief Executive Officer’s overall compensation package to the Board. The components of total compensation for the Chief Executive Officer are the same as those which apply to other senior executive officers of the Corporation, namely, annual salary, performance bonus and long term incentives.

Mr. Macken, who assumed the role of Chief Executive Officer in May, 2006 in addition to his position as President, received a salary during 2007 of U.S.$550,000. Commencing January 1, 2008, in connection with an amendment to Mr. Macken’s employment contract, in recognition of the competitive environment for capable mining executives and as a corresponding market-related adjustment, Mr. Macken’s annual salary was increased to US $635,000. In addition, Mr. Macken received a bonus of US $500,000 in recognition of the important individual contributions he is making to the Corporation’s current strategic goals and his importance generally to the Corporation at its current stage of development.

Since Mr. Macken’s appointment as Chief Executive Officer in May, 2006 until December 31, 2007, he has received total income of U.S.$1,987,536 inclusive of salary (2007 – U.S.$550,000; May to December 2006 – U.S.$392,336), bonus (2007 – U.S.$500,000 paid in a combination of shares and cash; May to December 2006 – U.S.$500,000) and other income inclusive of life insurance premiums and share purchase plan. During this period, Mr. Macken did not realize any income from exercise of stock options.

Submitted on behalf of the Compensation and Benefits Committee:

David Huberman (Chair)
Kjeld Thygesen
Robert Hanson
David Korbin
Howard Balloch (member since January 12, 2007)

Performance Graph

The following graph and table compares the cumulative shareholder return on a Cdn.$100 investment in Common Shares of the Corporation to a similar investment in companies comprising the S&P/TSX Composite Index, including dividend reinvestment, for the period from December 31, 2002 to December 31, 2007.

				Dec-02					Dec-03					Dec-04					Dec-05					Dec-06					Dec-07
	n  Ivandoe Mines Ltd.				100					315					256					255					352					330
	t  S&P/TSX Composite Index				100					124					140					170					195					209

COMPENSATION OF DIRECTORS

Each non-management director receives Cdn.$25,000 per annum. Mr. David Huberman receives an additional payment of Cdn.$60,000 per annum for acting as the Lead Director of the Board of Directors. Mr. David Korbin receives an additional payment of Cdn.$25,000 for acting as the Chairman of the Audit Committee. Each Chair of the Compensation and Benefits Committee and the Corporate Governance and Nominating Committee will receive an additional payment of Cdn.$15,000 per annum for acting as such. Each non-management director receives a fee of Cdn.$1,500 for each Board of Directors meeting and each Committee meeting attended in person and, U.S.$600 for each Director and Committee conference call in which they participate. Each non-management director (other than the nominee of Rio Tinto in accordance with Rio Tinto’s corporate policy) also receives an annual grant of incentive stock options exercisable to purchase up to 25,000 Common Shares of the Corporation, such options having a five year term, and fully vesting on the first anniversary of the date of the grant. Each executive director and non-management director is also entitled to be reimbursed for actual expenses reasonably incurred in the performance of his duties as a director.

The following table reflects compensation earned by directors in respect of fiscal 2007 under the compensation arrangements described above.

Directors’ Compensation for Fiscal 2007

														AUDIT,
														CORPORATE
														GOVERNANCE
														AND
														NOMINATING
														COMPENSATION								BOARD
						NON-								AND BENEFITS								AND
		INDEPENDENT				MANAGEMENT				LEAD				COMMITTEE				BOARD AND				COMMITTEE												VALUE OF
		DIRECTOR				DIRECTOR’S				DIRECTOR				CHAIRPERSON				COMMITTEE				CONFERENCE				TOTAL CASH FEES								OPTIONS				TOTAL
		RETAINER				FEES				RETAINER				RETAINERS				IN-PERSON				CALLS				PAID								GRANTED				COMPENSATION
NAME		(Cdn.$)				(Cdn.$)				(Cdn.$)				(Cdn.$)				(Cdn.$)				(U.S.$)				(Cdn.$)				(U.S.$)				(Cdn$)(7)				(Cdn$)(8)
Robert Friedland(1)			—				—				—				—				—				—				—				—				—				—
John Macken(1)			—				—				—				—				—				—				—				—				—				—
Peter G. Meredith(1)			—				—				—				—				—				—				—				—				—				—
David Huberman			25,000				—				60,000				30,000	(4)			20,100				4,200				135,100				4,200			Nil					278,500
John Weatherall			25,000				—				—				8,973.50	(3)			18,600				4,200				52,573.50				4,200			Nil					113,547
Kjeld Thygesen			25,000				—				—				—				25,800				2,400				50,800				2,400			Nil					106,400
Robert Hanson			25,000				—				—				—				17,100				1,200				42,100				1,200			Nil					86,600
Markus Faber			25,000				—				—				—				18,600				4,200				43,600				4,200			Nil					95,600
Howard Balloch			25,000				—				—				—				12,600				3,000				37,600				3,000			Nil					81,200
David Korbin			25,000				—				—				16,026.50	(3)			24,300				3,600				65,326.50				3,600			Nil					137,753
R. Edward Flood(2)			—				21,920				—				—				3,000				1,200				24,920				1,200			Nil					52,240
Bret Clayton			—				21,852				—				—				1,500				1,800				23,352				1,800			Nil					51,204