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: October 6, 2010

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:

Material Change Report dated 11 May 2010

 

 

Form 51-102F3

Material Change Report

1.

REPORTING ISSUER

Ivanhoe Mines Ltd. (“Ivanhoe” or the “Company”)
654 — 999 Canada Place
Vancouver, BC V6C 3E1

2.		DATE OF MATERIAL CHANGE May 11, 2010
3.		PRESS RELEASE

The press release was issued on May 11, 2010 and was disseminated through the facilities of recognized newswire services. A copy of the press release was filed on SEDAR.

4.

SUMMARY OF MATERIAL CHANGE

Ivanhoe announced a new Integrated Development Plan (the “IDP”) in respect of its Oyu Tolgoi Project (the “Project”) in southern Mongolia. The IDP includes the first underground reserves for the planned Hugo Dummett block-cave mine and presents the results of extensive studies of two complementary development scenarios: a Reserve Case and a Life-of-Mine Sensitivity Case.

The first lift (“Lift 1”) of the planned underground block cave on the Hugo North Deposit contains 437 million tonnes of Probable Reserve at 1.90% copper and 0.42 grams of gold per tonne.

The Reserve Case, based only on proven and probable mineral reserves, would sustain mining for a projected 27 years. The estimated after-tax net present value (“NPV”) would be US$4.536 billion at an 8% discount rate, an internal rate of return (“IRR”) of 16.33% and a payback period of 6.32 years (based on US$2.00/lb. copper and US$850/oz. gold). Based on current metal prices of US$3.23/lb. copper and US$1,200/oz. gold, the estimated NPV would be US$12.6 billion, with an IRR of 26.3% and a payback period of 4.73 years.

The Life-of-Mine Sensitivity Case adds to the Reserve Case a large inventory of mineral resources identified based on exploration to date but currently classified only to the level of inferred resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them in order to be categorized as mineral reserves, and there is no certainty that the Life-of-Mine Sensitivity Case will be realized. The Life-of-Mine Sensitivity Case, if realized, would sustain mining for a projected 59 years. Mining of all resources would yield an after-tax NPV of US$5.614 billion (based on US$2.00/lb. copper and US$850/oz. gold). Based on current metal prices of US$3.23/lb. copper and US$1,200/oz. gold, the NPV would be US$15.3 billion, with an IRR of 26.7% and a payback period of 4.62 years. In both cases, the IDP contemplates annual average production from the Project in excess of 1.2 billion pounds of copper and 650,000 ounces of gold for the first ten years.

5.

FULL DESCRIPTION OF MATERIAL CHANGE

The IDP is a technical report in respect of the Project prepared on Ivanhoe’s behalf by a team of independent qualified persons led by Australia-based AMEC Minproc.

The scale of the Project has increased significantly since the publication in 2005 of the first Integrated Development Plan. Since 2005 Ivanhoe has commissioned a series of updated independent analyses of project economics, increased mineral resources and reserves and revised valuation estimates.

The completion and effectiveness of an Investment Agreement in respect of the Project with the Government of Mongolia on March 31, 2010 validated the economic assumptions upon which these analyses were based and the IDP represents the consolidation of this accumulated technical and economic information respecting the Project.

Scenario 1: Key Aspects of the Reserve Case

The Reserve Case sets out the likely path of development for the initial phases of the Oyu Tolgoi group of deposits (stages 1 through 9 of the open pit on the Southern Oyu deposits and Lift 1 of the Hugo North Deposit’s underground block-cave mine).

•

Lift 1 of the planned underground block cave on the Hugo North Deposit contains 437 million tonnes of probable reserves at 1.90% copper and 0.42 grams of gold per tonne.

•

The planned open pit on the Southern Oyu copper and gold deposits contains a Proven and Probable Reserves of 955 million tonnes at 0.49% copper and 0.35 grams of gold per tonne.

•

The total mineral reserve (Proven & Probable) contains 1.393 billion tonnes at 0.93% copper and 0.37 grams of gold per tonne.

•

Total production of 25.2 billion pounds (11.5 million tonnes) of copper and 13.1 million ounces of gold is projected from mining only the open pit on the Southern Oyu deposits and Lift 1 of the underground block cave on the Hugo North Deposit.

•

Production is expected to commence in mid-2013.

•

The ore processing plant would be expanded from an initial 36.5 million tonnes per year to 58 million tonnes per year (100,000 to 160,000 tonnes per day) by the end of the fifth year of operations.

•

Peak single-year production is estimated at 1.7 billion pounds (800,000 tonnes) of copper and 1.1 million ounces of gold.

•

The economic analysis projects an after-tax NPV of US$4.536 billion at an 8% discount rate, an IRR of 16.33% and a payback period of 6.32 years (based on US$2.00/lb. copper and US$850/oz. gold).

•

Based on current metal prices of US$3.23/lb. copper and US$1,200/oz. gold, the estimated NPV would be US$12.6 billion, with an IRR of 26.3% and a payback period of 4.73 years.

Scenario 2: Key Aspects of the Life-of-Mine Sensitivity Case

The Life-of-Mine Sensitivity Case reflects the development flexibility that exists with later phases of the Oyu Tolgoi group of deposits, which currently include the Heruga Deposit, the Hugo South Deposit and the second lift of the Hugo North Deposit. These subsequent phases will require separate development decisions in the future based on conditions prevailing at the time and the accumulated experience gained from developing and operating the initial phases of the Project.

Accordingly, the Life of Mine Sensitivity Case is effectively a preliminary assessment. Insofar as the Life-of-Mine Sensitivity Case includes an economic analysis that is based, in part, on inferred mineral resources, the Life-of-Mine Sensitivity Case does not have as high a level of certainty as the Reserve Case. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them in order to be categorized as mineral reserves, and there is no certainty that the Life-of-Mine Sensitivity Case will be realized.

•

The projected 59-year mine life incorporates the Reserve Case’s proven and probable mineral reserves at the Southern Oyu open pit and the Hugo North block-cave’s Lift 1 — and also adds inferred resources from the Hugo North block-cave’s second lift (“Lift 2”) and the Hugo South and Heruga deposits.

•

Oyu Tolgoi would process an average of 58 million tonnes of ore per year, yielding total production of 52.5 billion pounds of copper (23.8 million tonnes) and 26.4 million ounces of gold.

•

Mining of all resources would yield an after-tax NPV of US$5.614 billion (based on US$2.00/lb. copper and US$850/oz. gold).

•

Based on current metal prices of US$3.23/lb. copper and US$1,200/oz. gold, the NPV would be US$15.3 billion, with an IRR of 26.7% and a payback period of 4.62 years.

The IDP is based on Oyu Tolgoi mineral resources that have been identified through Ivanhoe Mines’ ongoing exploration. Currently identified Oyu Tolgoi resources include:

•

1.4 billion tonnes classified as measured and indicated at an average grade of 1.33% copper and 0.47g/t gold.

•

2.4 billion tonnes are classified as inferred at an average grade of 0.78% copper and 0.33g/t gold.

•

The measured and indicated resource classifications contain an estimated 40.7 billion pounds of copper and 21 million ounces of gold. The inferred classification contains an additional 40.6 billion pounds of copper and 25.4 million ounces of gold.

Production and Financial Results

				Life of Mine (Sensitivity)
Description		Reserve Case		Case
Inventory		Mineral Reserve		Mineral Reserve plus Inferred Resources
Production rate		58 mt/a		58 mt/a
Total processed		1 393 million tonnes		3 019 million tonnes
NSR		US$32.57/t		US$32.37/t
Copper grade		0.93%		0.89%
Gold grade		0.37g/t		0.34g/t
Copper recovered		25.2 billion lb.		52.6 billion lb.
Gold recovered		13.1 million oz.		26.4 million oz.
Mine life		27 years		59 years
Initial Capital – (100,000 tpd concentrator – Southern Oyu Open Pit)		US$3.5 billion		US$3.5 billion
Pre-production underground capital		US$1.1 billion		US$1.1 billion
Total project cash requirement		US$4.6 billion		US$4.6 billion
10-year cash cost (net of gold credits)		0.45 cents/lb.		0.44 cents/lb.
NPV (8%) After Tax		US$4 536m		US$5 614m
IRR after tax		16.33%		16.73%
Payback period		6.32 years		6.22 years

Notes:

The Life-of-Mine Sensitivity Case includes an economic analysis that is based, in part, on inferred resources that do not have as high a level of certainty as the Reserve Case. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would allow them to be categorized as mineral reserves, and there is no certainty that the Life-of-Mine Sensitivity will be realized.

Metal Price Sensitivities (project Net Present Value at 8% discount; US$M)

Metal Price Sensitivity — Reserve Case
After-tax values		Gold price/oz
Copper price/lb		$	750			$	850			$	1,000			$	1,200			$	1,500			$	1,750			$	2,000
						(Base		)						(Current		)
$1.50			1,346				1,680				2,173				2,824				3,784				4,580				5,377
$2.00 (Base)			4,218				4,536				5,011				5,648				6,602				7,391				8,188
$2.50			7,035				7,353				7,826				8,460				9,416				10,210				11,000
$3.23 (Current)			11,145				11,464				11,937				12,569				13,516				14,309				15,100
$3.50			12,663				12,979				13,452				14,084				15,037				15,827				16,617
$4.00			15,469				15,788				16,265				16,899				17,847				18,638				19,428
$5.00			21,097				21,413				21,887				22,520				23,464				24,250				25,039
$6.00			26,715				27,029				27,502				28,134				29,083				29,870				30,654

Metal Price Sensitivity — Life-of-Mine Sensitivity Case
After-tax values		Gold price/oz
Copper price/lb		$	750			$	850			$	1,000			$	1,200			$	1,500			$	1,750			$	2,000
						(Base		)						(Current		)
$1.50			1,777				2,137				2,671				3,377				4,412				5,269				6,126
$2.00 (Base)			5,268				5,614				6,127				6,815				7,840				8,698				9,559
$2.50			8,703				9,043				9,556				10,244				11,277				12,131				12,986
$3.23 (Current)			13,715				14,056				14,568				15,253				16,287				17,143				17,999
$3.50			15,563				15,905				16,422				17,111				18,140				18,996				19,852
$4.00			19,002				19,346				19,859				20,544				21,571				22,427				23,285
$5.00			25,865				26,208				26,725				27,412				28,442				29,300				30,155
$6.00			32,740				33,083				33,597				34,280				35,305				36,158				37,014

Mineral Resources

The IDP is based on updated reserve and resource estimates filed on March 31, 2010. Total resources for the deposits at Oyu Tolgoi are now estimated to contain 1.4 billion tonnes at a grade of 1.33% copper and 0.47 grams of gold per tonne in the Measured and Indicated category. These classifications contain an estimated 40.6 billion pounds (18.4 million tonnes) of copper and 21 million ounces of gold — providing a total copper equivalent of 49.9 billion pounds (22.6 million tonnes).

In the Inferred category, Oyu Tolgoi now is estimated to contain:

•

an estimated 40.6 billion pounds (18.4 million tonnes) of copper, an increase of 2.4 billion pounds (1.1 million tonnes), or 6.2%, since March 2008;

	•		25.4 million ounces of gold, an increase of 1.1 million ounces, or 4.8%, since March 2008; and
	•		a copper equivalent of 53.3 billion pounds (24.1 million tonnes), an increase of 3.2 billion pounds (1.5 million tonnes), or 6.4%, since March 2008.

The revised estimate of mineral reserves adds underground reserves of 437 million tonnes. The revised estimate also extends the reserves in the proposed open-pit mine to 955 million tonnes, an increase of 2.6% since February 2006.

Total Oyu Tolgoi Project Mineral Resources based on the March 31, 2010⁽¹⁾⁽²⁾ Technical Report (based on a 0.60% copper equivalent (CuEq) cut-off)

																						Contained Metal(4)
Resource						Cu				Au				Mo				CuEq(3)				Cu				Au			CuEq(3)
Category		Tonnes				(%)				(g/t)				(ppm)				(%)				(‘000 lbs)				(ounces)				(‘000 lbs)
Measured			101,590,000				0.64				1.10				—				1.34				1,430,000				3,590,000				3,000,000
Indicated			1,285,840,000				1.38				0.42				—				1.65				39,120,000				17,360,000				46,770,000
Measured + Indicated			1,387,430,000				1.33				0.47				—				1.63				40,680,000				20,970,000				49,860,000
Inferred			2,367,130,000				0.78				0.33				50				1.02				40,610,000				25,390,000				53,280,000

Notes:

The estimates were based on 3-D block models utilizing commercial mine planning software. Industry-accepted methods were used to create interpolation domains; these domains were based upon mineralization and geology. Grade estimation was performed by ordinary kriging. A separate resource model was prepared for each of the deposits. Only hypogene mineralization was estimated, with the exception of a zone of supergene mineralization at Central Oyu.

Modeling consisted of grade interpolation by ordinary kriging. Grade capping during interpolation was only applied in the Southern Oyu and Hugo South deposits. For copper and gold, on all deposits except Hugo South, an outlier restriction was used to control the effect of high-grade composites. In the Southern Oyu deposits, resource grades were also adjusted to reflect likely occurrences of internal and contact dilution from unmineralized post-mineral dykes. Validation procedures included Discrete Gaussian change-of-support method, comparisons using a nearest neighbour model and visual checks.

The base case copper-equivalent cut-off grade assumptions for each deposit were determined using cut-off grades applicable to mining operations exploiting similar deposits.

Mineral Reserves

The estimated mineral reserves, a sub-set of the resources, total 1.39 billion tonnes.

Total Oyu Tolgoi Project Mineral Reserve, May 2010
																		Recovered Metal
		Ore				NSR				Cu				Au				Copper				Gold
Deposit		(Mt)				($/t)				(%)				(g/t)				(Mlb)				(koz)
Southern Oyu Deposits
Proven			127				21.38				0.58				0.93				1 399				2 994
Probable			828				10.81				0.48				0.27				6 980				5 229
Mineral Reserve (Proven + Probable)			955				12.21				0.49				0.35				8 380				8 223
Hugo Dummett Deposits
Probable (Hugo North – Ivanhoe)			410				51.12				1.90				0.40				15 823				4 368
Probable (Hugo North – EJV Shivee Tolgoi)			27				55.57				1.85				0.72				1 032				531
Mineral Reserve (Probable) (All Hugo North)			437				51.40				1.90				0.42				16 855				4 899
Oyu Tolgoi Project Mineral Reserve
Proven			127				21.38				0.58				0.93				1 399				2 994
Probable			1 266				24.84				0.97				0.32				23 835				10 127
Mineral Reserve (Proven + Probable)			1 393				24.52				0.93				0.37				25 234				13 121

Notes:

Common start-up plan creates base for two development scenarios

Both the Reserve Case and the alternative Life-of-Mine Sensitivity Case share the same underlying plan for the construction and operation of an initial concentrator facility that would process 100,000 tonnes of ore per day (36.5 million tonnes per year). By the end of the fifth year of operation, the concentrator would be expanded to a capacity of 160,000 tonnes per day (58 million tonnes per year).

Under the common start-up plan, ore initially would be sourced from the open-pit mine on the Southern Oyu deposits while the adjacent, higher-grade underground mine on the Hugo Dummett Deposit is developed for targeted full production of 85,000 tonnes per day. The expansion would be timed to provide for the processing of ore to be mined from underground, as well as the open pit, when operations reach full capacity. The initial infrastructure to be constructed to support the mining is also common to both cases.

All the proven and probable reserves included in the Reserve Case would be from mineral resources classified as measured and indicated, which would be mined from the open pit on the Southern Oyu deposits and Lift 1 of the underground block cave on the Hugo North Deposit.

Expanding on the Reserve Case, the Life-of-Mine Sensitivity Case is based on the addition of inferred resources from the proposed Lift 2 of the Hugo North block cave, as well as inferred resources from additional block caves at the Hugo South and Heruga deposits. This expanded development plan would create a much larger resource base for mining. The study of this case shows the possible development plan for all of the currently identified future mining areas at Oyu Tolgoi and the significant, long-life potential of the entire mineral resource at Oyu Tolgoi.

The economic analysis of the Reserve and Life-of-Mine cases used a price assumption of US$2.00/lb. for copper and US$850/oz. for gold at a discount rate of 8%. The basis of the operational framework of the mine used in the analysis is based on current Mongolian legislation and the terms of the October 2009 Investment Agreement between Ivanhoe, its strategic partner, Rio Tinto, and the Government of Mongolia.

Additional details of the IDP

Mining of the open pit on the Southern Oyu deposits and Lift 1 of the underground block cave on the Hugo North Deposit is confirmed as the foundation for long-term development plans.

Total cash costs are estimated at US$0.45 per pound of payable copper produced, after gold credits, over the first 10 years (using a gold price of US$850/oz.). Total cash costs include mine site costs and all treatment, refining, transport and royalty costs arising from product sales.

Cash costs for the Life-of-Mine Sensitivity Case, after gold credits, will be US$0.73/lb.

The initial capital cost required to achieve first production from the open-pit mine on the Southern Oyu deposits is forecast at US$4.6 billion. This amount includes US$1.1 billion to be spent advancing underground development at the Hugo North Deposit in preparation for the start of block-cave mining.

Summary of key results of the IDP

Economic results have been generated using metal prices of US$2.00/lb. copper and US$850/oz. gold. Under these assumptions, capital expansion programs would be funded from mine operations.

Detailed baseline capital estimates originally were prepared for plant and infrastructure in Q4 2007. These estimates have been trended for the IDP up to December 2009, with reference to scope changes and changes in the underlying escalation indices in the United States, Mongolia and China.

No provision has been made for escalation during construction. All other anticipated pre production cash costs have been classified as capital for the purposes of the IDP, including the prepayment of taxes to the Government of Mongolia required under the terms of the Investment Agreement.

Capital and project-schedule assumptions will continue to be updated during initial construction activities as project financing discussions progress.

Oyu Tolgoi Project resources

In 2001, Ivanhoe Mines discovered the copper-gold porphyry potential in South Oyu, Southwest Oyu and Central Oyu — now known as the Southern Oyu deposits. In late 2002, Ivanhoe drilled a hole in the far northern portion of the property, now known as the Hugo Dummett Deposit, to test a broad, induced-polarization high. More than 800,000 metres of drilling now have been completed at Oyu Tolgoi, including related exploration on the adjoining joint-venture licences with Entrée Gold.

Measured and indicated resources at Oyu Tolgoi now total approximately 1.4 billion tonnes at an average grade of 1.33% copper and 0.47g/t gold, plus an additional 2.4 billion tonnes of inferred resources at an average grade of 0.78% copper and 0.33g/t gold. The estimated mineral reserves, a sub-set of the resources, total 1.39 billion tonnes.

Oyu Tolgoi mineral resource summary based on the March 31, 2010 Technical Report
														Copper				Contained Metal
		Tonnage				Copper				Gold				Equiv.				Copper				Gold				Copper Equiv.
Deposit		(t)				(%)				(g/t)				(%)				(000 lb)				(oz)				(000 lb)
Southern Oyu Deposits
Measured			101 590 000				0.64				1.10				1.34				1 430 000				3 590 000				3 000 000
Indicated			465 640 000				0.62				0.43				0.89				6 360 000				6 440 000				9 140 000
Measured + Indicated			567 230 000				0.62				0.55				0.97				7 750 000				10 030 000				12 130 000
Inferred			88 500 000				0.47				0.41				0.73				920 000				1 170 000				1 420 000
Hugo Dummett Deposits
Indicated (Hugo North – Ivanhoe)			703 200 000				1.82				0.39				2.07				28 220 000				8 820 000				32 090 000
Indicated Shivee Tolgoi (Hugo North – EJV)			117 000 000				1.80				0.61				2.19				4 640 000				2 290 000				5 650 000
Indicated (All Hugo North)			820 200 000				1.82				0.42				2.08				32 910 000				11 080 000				37 610 000
Inferred (Hugo North – Ivanhoe)			722 800 000				0.97				0.30				1.17				15 460 000				6 970 000				18 640 000
Inferred Shivee Tolgoi (Hugo North – EJV)			95 500 000				1.15				0.31				1.35				2 420 000				950 000				2 840 000
Inferred (All Hugo North)			818 300 000				1.00				0.30				1.19				18 040 000				7 890 000				21 470 000
Inferred (Hugo South)			490 330 000				1.05				0.09				1.11				11 350 000				1 420 000				12 000 000
Inferred (Hugo North and South)			1 308 630 000				1.02				0.22				1.16				29 430 000				9 260 000				33 470 000
Heruga Deposit
Heruga Javkhlant EJV			910 000 000				0.48				0.49				0.87				9 570 000				14 300 000				17 390 000
Heruga Ivanhoe			60 000 000				0.48				0.37				0.78				670 000				700 000				1 090 000
Inferred (All Heruga)			970 000 000				0.48				0.48				0.86				10 240 000				15 000 000				18 480 000
Oyu Tolgoi Project Grand Total
Measured			101 590 000				0.64				1.10				1.34				1 430 000				3 590 000				3 000 000
Indicated			1 285 840 000				1.38				0.42				1.65				39 120 000				17 360 000				46 770 000
Measured + Indicated			1 387 430 000				1.33				0.47				1.63				40 680 000				20 970 000				49 860 000
Inferred			2 367 130 000				0.78				0.33				1.02				40 610 000				25 390 000				53 280 000

Notes:

Preparation of IDP and Qualified Persons

The IDP was prepared under the supervision of AMEC Minproc Limited. Bernard Peters, as Oyu Tolgoi Study Director for AMEC Minproc Limited and Qualified Person as defined in National Instrument 43-101, has reviewed, verified and approved the technical contents of this material change report.

The Qualified Persons and their areas of responsibility in relation to this material change report are:

	•		Bernard Peters, B.Eng. (Mining), M. AusIMM (201743), employed by AMEC Minproc Limited as Principal Mining Consultant, was responsible for the overall preparation of the report and, in particular, the open-pit mineral reserve estimate of the Technical Report.
	•		Scott Jackson, B.Sc. (Hons), CFSG, M. AusIMM (201735), employed by Quantitative Group Pty. Ltd. (trading as “QG”) as Principal Consultant, was responsible for preparation of the mineral resources.
	•		John Vann, B.App.Sc., B.Sc. (Hons), M.Sc., F.Aus.I.M.M. (103352), F.A.I.G., M.S.E.G, employed by Quantitative Group Pty. Ltd. (trading as “QG”) as Principal Consultant, was responsible for preparation of the mineral resources.
	•		Albert Chance, B.App.Sc., Association of Professional Engineers of the Province of British Columbia (no. 16370), an employee of Golder Associates Ltd., was responsible for preparation of the subsection on Open Pit Mine Geotechnical.
	•		George R Stephan, E.M. (Engineer of Mines), MBA, Qualified Professional Member Mining and Metallurgical Society of America an employee of Stantec Mining (formerly McIntosh Engineering), was responsible for the underground mineral reserve estimate of the Technical Report.
	•		Jarek Jakubec, C.Eng., an employee of SRK Consulting Inc., was responsible for preparation of the subsection on Underground Mine Geotechnical Sections.
	•		Dean David, B.App.Sc. (Metallurgy), AusIMM.(102351), employed by AMEC Minproc Limited as Process Consultant, was responsible for preparation of the Processing Sections.
	•		Bruce Brown, PE.PhD., employed by Rio Tinto Technology and Innovation as Principal Advisor — Water, Waste and Tailings, was responsible for preparation of the Tailings Storage Facility Sections.

Quality Assurance and Quality Control

John Vann, Principal and Director, and Scott Jackson, Principal and Director of Quantitative Group, of Perth, Australia, performed an independent audit at the Oyu Tolgoi site on Ivanhoe’s exploration practices and resource estimation parameters and found them to be in line with industry best practices.

SGS Mongolia LLC prepares the split core at the project site and assays all samples at its facility in Ulaanbaatar, Mongolia. Ivanhoe’s QA/QC program is monitored by independent consultant Dr. Barry Smee, P.Geo., and managed on site by Dale Sketchley, M.Sc., P.Geo. In-house, matrix-matched copper-gold-molybdenum standards and blanks are inserted at the sample preparation lab on the project site to monitor the quality control of the assay data.

6.

RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7.

OMITTED INFORMATION

No information has been intentionally omitted from this form.

8.

EXECUTIVE OFFICER

The name and business number of the executive officer of Ivanhoe who is knowledgeable of the material change and this report is:

Beverly A. Bartlett
Vice President & Corporate Secretary

Telephone: (604) 331-9803

9.

DATE OF REPORT

DATED at Vancouver, B.C. this 21^st day of May, 2010.

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.