Ivanhoe Mines Ltd.

EXECUTION VERSION

and

IVANHOE MINES US LLC

and

ZIJIN MINING GROUP CO., LTD.

and

GOLD MOUNTAINS (H.K.) INTERNATIONAL MINING COMPANY LIMITED

and

CRYSTAL RIVER GLOBAL LIMITED

and

KAMOA HOLDING LIMITED

AMENDING AGREEMENT NO. 1 TO THE

AMENDED AND RESTATED SHAREHOLDER, GOVERNANCE AND OPTION AGREEMENT

December 3, 2019

AMENDING AGREEMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDER, GOVERNANCE AND OPTION AGREEMENT

This is Amending Agreement No. 1 to the Amended and Restated Shareholder, Governance and Option Agreement dated December 7, 2016 among Ivanhoe Mines Ltd. (“ Ivanhoe Mines ”), Ivanhoe Mines US LLC (“ Ivanhoe Mines US ”), Zijin Mining Group Co., Ltd. (“ Zijin ”), Gold Mountains (H.K.) International Mining Company Limited (the “ Zijin Purchaser ” or “ Gold Mountains ”), Crystal River Global Limited (the “ 1% Holder ”), and Kamoa Holding Limited (the “ Corporation ”), such agreement the “ ARGO Agreement ”.

RECITALS:

(a) The Parties previously entered into the ARGO Agreement which contains certain standstill provisions in Section 12.3 thereof.
(b) Newstar Advantage Ltd., CITIC Metal Africa Investments Limited, Zijin, the Zijin Purchaser and Robert Martin Friedland are party to a Share Purchase Agreement dated as of October 8, 2019, under which Gold Mountains will acquire an aggregate of 48,652,282 issued and outstanding Class A common shares (“ Common Shares ”) of Ivanhoe Mines so that Zijin’s shareholding in Ivanhoe Mines will be increased to 13.88%.
(c) As a consequence, the Parties to the ARGO Agreement agree to amend the standstill provisions of the ARGO Agreement in order to increase Zijin’s standstill limit to 13.88% of the Common Shares and no more.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

“ 1% Holder ” means Crystal River Global Limited.

“ Affiliate ” means, in respect of any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with that Person, or (ii) any other Person that, directly or indirectly, owns or controls 50% or more of any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by”, and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

policies of that Person, whether through ownership of voting securities, by contract, voting trust or otherwise.

“ Agreement ” means this Amending Agreement No. 1 to the ARGO Agreement.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or day on which major banks are closed for business in any of Vancouver, Canada or Hong Kong.

“ Corporation ” means Kamoa Holding Limited and any successor corporation resulting from any amalgamation, merger, arrangement or other corporate reorganization.

“ Governmental Entity ” means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“ Law ” means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity, and (iii) policies, guidelines, notices and protocols of any Governmental Entity, to the extent they have the force of law.

“ Notice ” has the meaning specified in Section 4.1.

“ Parties ” means the Corporation, Ivanhoe Mines, Zijin, and each of the Shareholders, and “Party” means any of them.

“ Person ” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“ Shareholder ” has the meaning given such term in the ARGO Agreement.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For these purposes, a Person or Persons are deemed to have a majority ownership interest in a partnership, association or other

business entity if such Person or Persons are allocated a majority of partnership, association or other business entity gains or losses or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“ Third Party ” means any Person who is dealing at arm’s length with a Shareholder and does not include any Subsidiary or Affiliate of such Person.

“ Zijin ” means Zijin Mining Group Co., Ltd.

“ Zijin Purchaser ” means Gold Mountains (H.K.) International Mining Company Limited.

Section 1.2 Gender and Number

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.3 Headings, etc.

The division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect its interpretation.

Section 1.4 Certain Phrases, etc.

In this Agreement, (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. The expressions “Article”, “Section” and other subdivision followed by a number mean and refer to the specified Article, Section or other subdivision of this Agreement. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 1.5 Statutory References

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, re-enacted or superseded.

ARTICLE 2 AMENDMENT

Section 2.1 Amendments

(1) Section 12.3 of the ARGO Agreement is hereby deleted in its entirety and replaced with the following:

“Section 12.3 Standstill

(1) Until December 6, 2026, no Shareholder nor any of their respective Affiliates (regardless of whether an Affiliate on the date hereof) will, directly or indirectly, without the prior written consent of Ivanhoe Mines, which consent may be withheld:
(a) effect or seek, offer, agree or propose (whether publicly or otherwise) to effect, or cause to participate in, or in any way advise, encourage, or assist (including financial assistance) any other person to effect or seek, offer, agree or propose (whether publicly or otherwise) to effect or participate in:
- (i) any direct or indirect acquisition by purchase or otherwise, individually or jointly in concert with any other person, of any securities or direct or indirect rights or options to acquire any securities (or any other beneficial ownership thereof), assets or properties of Ivanhoe Mines, or any of its Affiliates, whether such agreement or proposal is with Ivanhoe Mines or any of its Affiliates or shareholders or with a Third Party, except for Zijin, Zijin Purchaser and its Affiliates, but provided that following such transaction the registered and beneficial ownership interest of the Zijin, Zijin Purchaser and its Affiliates, and its and their joint actors and parties acting in concert with then, directly or indirectly, in common shares of Ivanhoe Mines, would not exceed 13.88% of the then outstanding common shares of Ivanhoe Mines; or
- (ii) any merger, arrangement or other business combination or tender, takeover bid or exchange offer, direct or indirect, involving Ivanhoe Mines or any of its Affiliates or shareholders; or
- (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Ivanhoe Mines or its Affiliates;
(b) directly or indirectly make, or in any way participate in, any solicitation of proxies to vote, or seek to advise or influence any other person with respect to the voting of any voting securities of Ivanhoe Mines;
(c) form, join or in any way participate in a “group” within the meaning of section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended, or act jointly or in concert with any person with respect to any voting securities of Ivanhoe Mines;
(d) otherwise act, alone or in concert with others, to seek to control or influence the management, directors or corporate policies of Ivanhoe Mines;
(e) take any action which might cause or require Ivanhoe Mines to make a public announcement regarding any of the types of matters set forth in (a) or (b) above;
(f) enter into or engage in any discussions, negotiations, agreements or arrangements with any Third Party with respect to any of the foregoing;
(g) make any public announcement of any intention, plan or arrangement to do or take any of the foregoing actions; or
(h) attempt to induce any party not to make or conclude any proposal with respect to Ivanhoe Mines by threatening or indicating that Zijin, Zijin Purchaser or any of their respective Affiliates may take any of the foregoing actions.

(2) For greater certainty, each of Zijin and Zijin Purchaser acknowledges and agrees that, without the prior written consent of Ivanhoe Mines, each of Zijin, Zijin Purchaser or any of their respective Affiliates is expressly prohibited from communicating, and nothing contained in this Agreement shall be interpreted as authorizing Zijin, Zijin Purchaser or any of their respective Affiliates to communicate, with any person

(whether or not such person has executed a confidentiality agreement with Ivanhoe Mines) with respect to a possible “joint bid” for the assets or securities of Ivanhoe Mines or any transaction or series of transactions having similar effect including, without limitation, the acquisition of any assets or securities of Ivanhoe Mines or any interest therein by a Third Party.

(3) Nothing in this Section 12.3 (but subject to any other contractual restrictions binding on it) prohibits Zijin, Zijin Purchaser, or any Affiliate of Zijin, from selling, transferring or otherwise disposing of any common shares of Ivanhoe Mines owned by such entity, or from acquiring additional outstanding shares of Ivanhoe Mines but subject to the limits of this Section 12.3.”

(2) Except for the foregoing amendments, the Parties hereto acknowledge and confirm that the ARGO Agreement shall remain in full force and effect, unamended, and, upon the execution of this Agreement, the ARGO Agreement (together with this Agreement), shall be deemed to constitute the entire ARGO Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties

Each Party severally represents and warrants as follows and acknowledges and confirms that the other Parties are relying on such representations and warranties in entering into this Agreement:

(a) Corporate Power. The Party has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations under this Agreement.
(b) Conflict with Other Instruments. The execution and delivery by the Party and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement will not conflict with or result in a breach of: (i) its constitutional documents, (ii) any applicable Law, (iii) any agreement or instrument to which the Party is a party or by which it is bound or by which any of its properties or assets are bound, or (iv) any judgment, injunction, determination or award which is binding on it.
(c) Corporate Action. The execution and delivery of this Agreement by the Party and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement have been duly authorized by all necessary corporate action on the part of the Party (including any approval of its shareholders that it may be required to obtain).
(d) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Party and constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

ARTICLE 4 MISCELLANEOUS

Section 4.1 Notices

Any notice, direction or other communication (each a “Notice” ) given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:

(e) to Ivanhoe Mines and Ivanhoe Mines US:

Suite 654-999 Canada Place, Vancouver, British Columbia Canada V6C 3E1

Attention: Mary Vincelli Telephone: (604) 331-9882 Facsimile: (604) 682-2060 Email: [email protected]

(f) to Zijin and Zijin Purchaser at:

Zijin Mining Group Co., Ltd. 38-41/F, Tower B, AVIC Zijin Plaza, 1811 Huandao East Road, Siming District, Xiamen, Fujian Province People’s Republic of China

Attention: Ms. Zheng Xinyuan Telephone: +86 592 2933 599 Facsimile: +86 592 2933 655 Email: [email protected] Copy to: [email protected]

Gold Mountains International Mining (H.K.) Limited Unit 7503A, Level 75, International Commerce Centre Hong Kong

Attention: Ms. Yibing Yan Telephone: (852)2803 2527 Fax Number: (852)2803 0978 Email: [email protected] Copy to: [email protected]

(g) to the 1% Holder at:

Crystal River Global Limited P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola, British Virgin Islands

Attention: So Hon Chun, Director Facsimile: +852 (2865) 3209 Email: [email protected]

A Notice is deemed to be delivered and received (i) if sent by personal delivery, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by same-day service courier, on the date of delivery if sent on a Business Day and delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (iii) if sent by overnight courier, on the next Business Day, provided delivery was made prior to 4:00 p.m. (local time in place of receipt), or (iv) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. Any Notice sent by e-mail transmission, will be deemed to have been received two hours after the time such transmission was sent, if such time falls within business hours in the place of delivery, or at 9:00am on the next Business Day immediately following such date in the place of delivery of the intended recipient. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 4.2 Time of the Essence

Time is of the essence in this Agreement.

Section 4.3 Third Party Beneficiaries

The Parties intend that this Agreement shall not benefit or create any right or cause of action in favour of any Person, other than the Parties.

Section 4.4 Successors and Assigns

(2) This Agreement becomes effective only when executed by each of the Parties. After that time, it is binding on and enures to the benefit of each of the Parties and their respective heirs, administrators, executors, legal personal representatives, successors and permitted assigns.
(3) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed.

Section 4.5 Governing Law

(4) This Agreement is governed by, and is to be interpreted and enforced in accordance with, the laws of Hong Kong.

(5) Subject to the ARGO Agreement, each Party irrevocably attorns and submits to the exclusive jurisdiction of the Hong Kong courts and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 4.6 Binding Effect This Agreement is intended to be a legally binding and enforceable agreement among the Parties.

Section 4.7 Language and Translations

This Agreement is drafted in the English language, which shall serve as the official version of this Agreement. In the event this Agreement is translated into any other language, such translated version may be utilized for information purposes only. In the event of any inconsistency, the English language version is the original version and will prevail in case of any inconsistency over any translated version, and in the interpretation required of the Agreement.

Section 4.8 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or email) and all such counterparts taken together shall be deemed to constitute one and the same instrument. A Party sending a facsimile or email transmission shall also deliver the original signed counterpart to the other Parties; however, failure to deliver the original signed counterpart shall not invalidate this Agreement.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Amending Agreement No. 1.