Ivanhoe Mines Ltd.

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NOTICE-AND-ACCESS NOTICE TO SHAREHOLDERS

Annual and special meeting of shareholders to be held on Monday, September 28, 2020

Ivanhoe Mines Ltd. (the “Company” or “Ivanhoe”) is using the notice-and-access mechanism (the “Notice-and-Access Provisions”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer to deliver meeting materials to its registered and beneficial shareholders in respect of its annual and special meeting of shareholders to be held on Monday, September 28, 2020 (the “Meeting”).

Instead of receiving printed copies of the meeting materials, under the Notice-and-Access Provisions, shareholders receive this notice (“Notice”) with information on the Meeting date, location and purpose, as well as information on how they may access electronic versions of the 2020 management proxy circular (the “Circular”), and, if requested, the audited consolidated financial statements of the Company for the year ended December 31, 2019, and management’s discussion and analysis of the Company’s results of operations and financial condition for the year ended December 31, 2019 (collectively, the “Meeting Materials”) and how they may vote. Shareholders will also receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting.

Meeting date and time

Monday, September 28, 2020 at 8 a.m. (Pacific Time).

Location

Virtually via live Internet webcast at https://web.lumiagm.com/ 153210939 – Password: “ivanhoe2020” (case sensitive), and in-person at Pan Pacific Vancouver, Pacific Rim Suite 1, 300-999 Canada Place, Vancouver, British Columbia V6C 3B5.

Shareholders will be asked to consider and vote on the following matters:

1 Receive the Ivanhoe Mines Ltd. audited financial statements for the year ended December 31, 2019 and the auditor’s report;
2 Set the number of directors at eleven (11) for the year;
3 Elect the directors for the year;
4 Re-appoint PricewaterhouseCoopers Inc., Chartered Accountants, as auditors for the year and authorize the directors to fix the auditors’ fees;
5 Consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving the Company’s Amended and Restated Employees’ and Directors’ Equity Incentive Plan, which includes a proposed amendment to the plan; and

These matters are set out in detail under Section 1 of the Circular titled “About the shareholder meeting”.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MEETING MATERIALS PRIOR TO VOTING.

Website where meeting materials are posted

Electronic copies of the Meeting Materials may be found on the Company’s SEDAR profile at www.sedar.com and the Company’s website at www.ivanhoemines.com . The Company will not use the procedures known as “stratification” in relation to the use of Notice-and-Access Provisions meaning that all shareholders will receive a Notice in accordance with the Notice-and-Access Provisions.

Obtaining paper copies of meeting materials

Shareholders can request paper copies of the Meeting Materials in advance of the Meeting. Such a request should be made to the Company’s transfer agent, AST Trust Company (Canada) by calling 1-888-433-6443 (which is a toll-free number), or by contacting the Company’s Vice President, Compliance and Corporate Secretary at Suite 654-999 Canada Place, Vancouver, British Columbia, V6C 3E1, by calling toll-free within North America: 1-888-571-4545 or direct: 1-604-688-6630 (not a toll-free number), or by email at [email protected], as applicable, by 8 a.m. (Pacific Time) on Monday, September 14, 2020 in order to allow sufficient time for shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the time set for the Meeting or any adjournments or postponements thereof.

Voting – registered shareholders

Registered shareholders who are unable to attend the Meeting via live Internet webcast or in-person are requested to complete, date, sign and return the enclosed proxy form to AST Trust Company (Canada) in accordance with the instructions set out below or on the proxy form or in the Circular. If you are voting your shares by proxy, AST Trust Company (Canada) must receive your completed proxy form by 8 a.m. (Pacific Time) on Thursday, September 24, 2020, or 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) before any adjournment(s) or postponement(s) of the Meeting.

An appointment of a proxyholder or alternate proxyholder will not be valid unless a proxy form making the appointment, signed by the shareholder or by an attorney of the shareholder authorized in writing, is deposited with AST Trust Company (Canada).

6 Transact any other business that properly comes before the Meeting.

Send us your form in one of five ways:

Hand deliver

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Bring your completed proxy form to Suite 1200, 1 Toronto Street, Toronto, Ontario M5C 2V6

Mail

Mail your completed proxy form to: AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1