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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[_] Registration Statement pursuant to section 12 of the Securities
Exchange Act of 1934
[X] Annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2007 Commission File Number: 001-32403
IVANHOE MINES LTD.
(Exact name of Registrant as specified in its charter)
YUKON, CANADA
(Province or other jurisdiction of incorporation or organization)
1021
(Primary Standard Industrial Classification Code Number)
NOT APPLICABLE
(I.R.S. Employer Identification Number (if applicable))
SUITE 654, 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3E1
(604) 688-5755
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011
(212) 894-8700
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
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Common Shares, without par value New York Stock Exchange
NASDAQ Stock Market
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS: None
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
OF THE ACT: None
FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:
[X] Annual information form [X] Audited annual financial statements
375,073,433 COMMON SHARES OUTSTANDING AS OF DECEMBER 31, 2007
Indicate by check mark whether the Registrant by filing 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 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.
Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
The Annual Report on Form 40-F shall be incorporated by reference into, or as
an exhibit to, as applicable, the Registrant's Registration statement under
the Securities Act of 1933: Form S-8 (File No. 333-143550).
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In this annual report on Form 40-F, all funds are quoted in Canadian dollars
unless otherwise indicated.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form
40-F:
A. ANNUAL INFORMATION FORM
For the Annual Information Form of Ivanhoe Mines Ltd. (the "Company") for the
year ended December 31, 2007, see Exhibit 1 of this Annual Report on Form
40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For the Company's audited consolidated financial statements for the year ended
December 31, 2007 and 2006, including the auditor's report with respect
thereto, see Exhibit 2 of this Annual Report on Form 40-F.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Company's Management's Discussion and Analysis for the year ended
December 31, 2007, see Exhibit 3 of this Annual Report on Form 40-F.
FORWARD-LOOKING STATEMENTS
Certain statements made herein, including statements relating to matters that
are not historical facts and statements of our beliefs, intentions and
expectations about developments, results and events which will or may occur in
the future, which constitute "forward-looking information" within the meaning
of applicable Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking information
and statements are typically identified by words such as "anticipate,"
"could," "should," "expect," "seek," "may," "intend," "likely," "plan,"
"estimate," "will," "believe" and similar expressions suggesting future
outcomes or statements regarding an outlook. These include, but are not
limited to, statements respecting anticipated business activities; planned
expenditures; corporate strategies; proposed acquisitions and dispositions of
assets; discussions with third parties respecting material agreements; the
expected timing and outcome of the Company's discussions with representatives
of the Government of Mongolia for an Investment Agreement in respect of the
Oyu Tolgoi Project; the estimated timing and cost of bringing the Oyu Tolgoi
Project into commercial production; anticipated future production and cash
flows; target milling rates; the impact of amendments to the laws of Mongolia
and other countries in which Ivanhoe Mines carries on business; the timing for
completion of the 2008 IDP and changes in mine plan contemplated thereunder;
the timing of commencement of full construction of the Oyu Tolgoi Project; the
potential sale of the Monywa Copper Project by the Monywa Trust to a third
party; the potential of plans to make non-core projects self-funding; and
other statements that are not historical facts.
All such forward-looking information and statements are based on certain
assumptions and analyses made by the Company's management in light of their
experience and perception of historical trends, current conditions and
expected future developments, as well as other factors management believes are
appropriate in the circumstances. These statements, however, are subject to a
variety of risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking information or statements. Important factors that could cause
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actual results to differ from these forward-looking statements include those
described under the heading "Risks and Uncertainties" elsewhere in this Annual
Report on Form 40-F. The reader is cautioned not to place undue reliance on
forward-looking information or statements.
This Annual Report on Form 40-F also contains references to estimates of
mineral reserves and mineral resources. The estimation of reserves and
resources is inherently uncertain and involves subjective judgments about many
relevant factors. The accuracy of any such estimates is a function of the
quantity and quality of available data, and of the assumptions made and
judgments used in engineering and geological interpretation, which may prove
to be unreliable. There can be no assurance that these estimates will be
accurate or that such mineral reserves and mineral resources can be mined or
processed profitably. Mineral resources that are not mineral reserves do not
have demonstrated economic viability. Except as required by law, the Company
does not assume the obligation to revise or update these forward-looking
statements after the date of this document or to revise them to reflect the
occurrence of future unanticipated events.
NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES
OF MEASURED, INDICATED AND INFERRED RESOURCES
This document and the documents incorporated by reference herein have been
prepared in accordance with the requirements of securities laws in effect in
Canada, which differ from the requirements of United States securities laws.
Without limiting the foregoing, this document, and the documents incorporated
by reference herein, use the terms "measured," "indicated" and "inferred"
resources. United States investors are advised that, while such terms are
recognized and required by Canadian securities laws, the SEC does not
recognize them. Under United States standards, mineralization may not be
classified as a "reserve" unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. United States investors are cautioned
not to assume that all or any part of measured or indicated resources will
ever be converted into reserves. Further, "inferred resources" have a great
amount of uncertainty as to their existence and as to whether they can be
mined legally or economically. It cannot be assumed that all or any part of
the "inferred resources" will ever be upgraded to a higher category.
Therefore, United States investors are also cautioned not to assume that all
or any part of the inferred resources exist, or that they can be mined legally
or economically. Disclosure of "contained ounces" is permitted disclosure
under Canadian regulations; however, the SEC only permits issuers to report
"resources" as in place tonnage and grade without reference to unit measures.
Accordingly, information concerning descriptions of mineralization and
resources contained in this document, or in the documents incorporated by
reference, may not be comparable to information made public by United States
companies subject to the reporting and disclosure requirements of the SEC.
National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI
43-101") is a rule developed by the Canadian Securities Administrators that
establishes standards for all public disclosure an issuer makes of scientific
and technical information concerning mineral projects. Unless otherwise
indicated, all reserve and resource estimates contained in or incorporated by
reference in this document have been prepared in accordance with NI 43-101.
These standards differ significantly from the requirements of the SEC, and
reserve and resource information contained herein and incorporated by
reference herein may not be comparable to similar information disclosed by
U.S. companies. NI 43-101 permits historical estimates made prior to the
adoption of NI 43-101 that do not comply with NI 43-101 to be disclosed using
the historical terminology if the disclosure: (a) identifies the source and
date of the historical estimate; (b) comments on the relevance and reliability
of the historical estimate; (c) states whether the historical estimate uses
categories other than those prescribed by NI 43-101; and (d) includes any more
recent estimates or data available.
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ADDITIONAL DISCLOSURE
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable
assurance that all relevant information is gathered and reported to senior
management, including the Company's principal executive officer and principal
financial officer, on a timely basis so that appropriate decisions can be made
regarding public disclosure.
As of the end of the Company's fiscal year ended December 31, 2007, an
evaluation of the effectiveness of the Company's "disclosure controls and
procedures" (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) was carried
out by the Company's management with the participation of the principal
executive officer and principal financial officer. Based upon that evaluation,
the Company's principal executive officer and principal financial officer have
concluded that as of the end of that fiscal year, the Company's disclosure
controls and procedures are effective to ensure that information required to
be disclosed by the Company in reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in United States Securities and Exchange Commission
("SEC") rules and forms and (ii) accumulated and communicated to the Company's
management, including its principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.
It should be noted that while the Company's principal executive officer and
principal financial officer believe that the Company's disclosure controls and
procedures provide a reasonable level of assurance that they are effective,
they do not expect that the Company's disclosure controls and procedures or
internal control over financial reporting will prevent all errors and fraud. A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining
adequate internal control over the Company's financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements in accordance with United States generally accepted
accounting principles and the requirements of the SEC in the United States, as
applicable. The Company's principal executive officer and principal financial
officer have assessed the effectiveness of the Company's internal control over
financial reporting as at December 31, 2007 in accordance with Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on this assessment, the
Company's principal executive officer and principal financial officer have
determined that the Company's internal control over financial reporting was
effective as at December 31, 2007 and have certified the Company's annual
filings with the SEC on Form 40-F as required by the United States
Sarbanes-Oxley Act and with Canadian securities regulatory authorities.
Management reviewed the results of management's assessment with the Audit
Committee of the Company's Board of Directors. Deloitte & Touche LLP,
independent registered chartered accountants, was engaged, as approved by
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a vote of the Company's shareholders, to audit and provide independent
opinions on the Company's consolidated financial statements and the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2007. Deloitte & Touche LLP has provided such opinions.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the year ended December 31, 2007, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
The Company's independent registered chartered accountants, Deloitte & Touche
LLP, have issued an unqualified opinion on the Company's internal control over
financial reporting which is included in the Company's Audited Consolidated
Financial Statements for the year ended December 31, 2007 attached hereto as
Exhibit 2.
AUDIT COMMITTEE
The Company's board of directors has a separately-designated standing Audit
Committee as defined by Section 3(a)(58)(A) of the Exchange Act for the
purpose of overseeing the accounting and financial reporting processes of the
Company and audits of the Company's annual financial statements. As of the
date of this annual report, the members of the Audit Committee are Messrs.
David Korbin, John Weatherall, Kjeld Thygesen and Dr. Marcus Faber. Mr. Korbin
is the Chairman of the Audit Committee. Mr. Weatherall is retiring from the
Board at the Company's annual general meeting of shareholders scheduled for
May 9, 2008 (the "Meeting").
Each of the directors serving on the Audit Committee has also been determined
by the board of the Company to be independent within the criteria established
by the SEC, the New York Stock Exchange (the "NYSE") and the NASDAQ Stock
Market ("Nasdaq") for audit committee membership.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's board of directors has determined that each of Mr. David Korbin
(a nominee of management for re-election as a director at the Meeting) and Mr.
John Weatherall (who is retiring as a Director at the Meeting) is an "audit
committee financial expert" (as such term is defined in Form 40-F). In
addition, both Mr. Korbin and Mr. Weatherall are independent, as that term is
defined by the SEC and the NYSE and Nasdaq listing standards.
Mr. Korbin holds a Chartered Accountant designation and has worked as an
accounting professional for over 25 years. Mr. Weatherall, a Chartered
Financial Analyst, is currently the President of Scarthingmoor Asset
Management Inc. He has over 40 years of experience as an investment analyst
and also has experience as a portfolio manager.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a written "code of ethics" (as that term is defined in
Form 40-F), entitled Code of Business Conduct and Ethics, which applies to all
of the Company's employees, executive officers and directors, including the
Company's principal executive officer, principal financial officer, principal
accounting officer or control, and persons performing similar functions. The
Code of Business Conduct and Ethics includes, among other things, written
standards for the Company's principal executive officer, principal financial
officer and principal accounting officer that are required by the SEC for a
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code of ethics applicable to such officers. To review or obtain a copy of the
Company's Code of Business Conduct and Ethics, see "Corporate and Social
Responsibilities - Code of Business Conduct and Ethics" posted on the
Company's website, www.ivanhoe-mines.com. The Code of Business Conduct and
Ethics is also available in print to any shareholder who requests it. Requests
for copies of the Code should be made by contacting: Ivanhoe Mines Ltd., 654 -
999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1.
Since the adoption of the Code of Business Conduct and Ethics, there have not
been any amendments to the Code of Business Conduct and Ethics (other than
housekeeping amendments to the Code in 2007 to clarify consulting and
reporting procedures and to recognize the Company's whistleblower mechanism)
or waivers, including implicit waivers, from any provision of the Code of
Business Conduct and Ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche LLP has served as the Company's auditing firm since January
1995. Fees billed by Deloitte & Touche LLP and its affiliates during fiscal
2007 and fiscal 2006 were approximately Canadian $1,836,000 and Canadian
$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
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Audit Fees (a) $1,070 $1,588
Audit Related Fees (b) $ 355 $ 246
Tax Fees (c) $ 411 $ 700
All Other Fees (d) - -
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Total $1,836 $2,534
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(a) Fees for audit services billed or expected to be billed relating to
fiscal 2007 and 2006 consisted of:
o audit of the Company's annual statutory financial statements;
o reviews of the Company's quarterly financial statements; and
o comfort letters, consents, and other services related to SEC and
Canadian securities regulatory authorities' matters.
In addition, in each of 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 Company'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 Company and its
subsidiaries.
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(d) The Company 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) above.
PRE-APPROVAL POLICIES AND PROCEDURES
All services to be performed by the Company'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 minimus 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
Company's external auditor relating to the fees reported as audit,
audit-related, tax and other fees were pre-approved by the Audit Committee or
the Designated Member.
OFF-BALANCE SHEET ARRANGEMENTS
During the most recent financial year, the Company was not a party to any
off-balance sheet arrangements that have, or are reasonably likely to have, a
current or future effect on its financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Contractual
Obligations," contained in Exhibit 3 to this Annual Report on Form 40-F, is
incorporated by reference herein.
DISCLOSURES PURSUANT TO REQUIREMENTS OF THE NYSE AND NASDAQ
CORPORATE GOVERNANCE PRACTICES COMPARED TO NEW YORK STOCK EXCHANGE LISTING
STANDARDS
The Company has reviewed its corporate governance practices against the
requirements of the NYSE and Nasdaq, and determined that its corporate
governance practices do not differ in any significant way from those followed
by U.S. companies under NYSE and Nasdaq listing standards. This includes the
composition of the Board of Directors, because in excess of one-half of the
Company's directors (seven of twelve directors) are considered independent for
purposes of the NYSE and Nasdaq corporate governance rules. The Company's
directors that the Board of Directors has determined to be independent under
the NYSE and Nasdaq corporate governance rules are David Huberman, John
Weatherall, Markus Faber, Robert Hanson, Kjeld Thygesen, Howard Balloch and
David Korbin. All of these directors, with the exception of Mr. Weatherall,
who is retiring from the Board at the 2008 annual general meeting scheduled
for May 9, 2008 (the "Meeting"), are nominees for re-election to the Board at
the Meeting. If re-elected, following the Meeting in excess of one-half of the
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Company's directors (six of eleven directors) will continue to be considered
independent for purposes of the NYSE and Nasdaq corporate governance rules.
PRESIDING DIRECTOR AT MEETINGS OF NON-MANAGEMENT DIRECTORS
The Company schedules regular executive sessions in which the Company's
"non-management directors" (as that term is defined in the rules of the NYSE)
meet without management participation. David Huberman, the Company's lead
director (the "Lead Director") serves as the presiding director at such
sessions.
COMMUNICATION WITH NON-MANAGEMENT DIRECTORS
Shareholders may send communications to the Company's non-management directors
by writing to the Lead Director, c/o Ivanhoe Mines Ltd., 654 - 999 Canada
Place, Vancouver, British Columbia, Canada V6C 3E1. Communications will be
referred to the Lead Director for appropriate action. The status of all
outstanding concerns addressed to the Lead Director will be reported to the
board of directors as appropriate.
CORPORATE GOVERNANCE GUIDELINES
According to NYSE Rule 303A.09 and Rule 4350(n) of the Nasdaq Listed Company
Manual, a listed company must adopt and disclose a set of corporate governance
guidelines with respect to specified topics. Such guidelines are required to
be posted on the listed company's website. The Company has adopted the
required guidelines and has posted them on its website at
www.ivanhoe-mines.com. The required guidelines are available in print to any
shareholder who requests them. Requests for copies of these documents should
be made by contacting: Ivanhoe Mines Ltd., 654 - 999 Canada Place, Vancouver,
British Columbia, Canada V6C 3E1.
BOARD COMMITTEE MANDATES
The Mandates of the Company's Audit Committee, Compensation and Benefits
Committee, and Nominating and Corporate Governance Committee are each
available for viewing on the Company's website at www.ivanhoe-mines.com, and
are available in print to any shareholder who requests them. Requests for
copies of these documents should be made by contacting: Ivanhoe Mines Ltd.,
654 - 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
UNDERTAKING
The Company undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and
Undertaking on Form F-X on December 17, 2003 with respect to the class of
securities in relation to which the obligation to file the Form 40-F arises.
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Any change to the name or address of the agent for service of process of the
registrant shall be communicated promptly to the SEC by an amendment to the
Form F-X referencing the file number of the Company.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Company certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: March 28, 2008
IVANHOE MINES LTD.
By: /s/ Beverly A. Bartlett
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Name: Beverly A. Bartlett
Title: Vice President and Corporate Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
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1 Annual Information Form for the year ended December 31, 2007.
2 Audited Consolidated Financial Statements of Ivanhoe Mines Ltd.,
including the notes thereto, as of and for the years ended
December 31, 2007 and 2006, together with thereports thereon of
the Independent Registered Chartered Accountants.
3 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
23.1 Consent of Deloitte & Touche LLP, Independent Registered
Chartered Accountants.
23.2 Consent of GRD Minproc Limited.
23.3 Consent of Norwest Corporation.
23.4 Consent of The Americas Group.
23.5 Consent of Bernard Peters.
23.6 Consent of Stephen Torr.
23.7 Consent of John Vann.
23.8 Consent of Dean David.
23.9 Consent of Scott Jackson.
23.10 Consent of Jeffrey Price.
23.11 Consent of Patrick P. Riley.
23.12 Consent of Richard D. Tifft III.
23.13 Consent of Patrick P. Riley.
23.14 Consent of Gene Wusaty.
31.1 Certification of the Chief Executive Officer Pursuant
to Section 302 of the Sarbanes Oxley Act of 2002
(pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended).
31.2 Certification of the Chief Financial Officer Pursuant
to Section 302 of the Sarbanes Oxley Act of 2002
(pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended).
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EXHIBIT
NUMBER DOCUMENT
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32.1 Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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