Ivanhoe Mines Announces C$500 Million Private Placement

Ivanhoe Mines Reports Mineral Resources for Makoko and Kiala Discoveries in the Western Foreland

Ivanhoe Mine ,is pleased to announce that it has engaged BMO Capital Markets as sole agent in connection with a proposed offering of 41,667,000 Class A common shares (the “Common Shares”), on a private placement basis (the “Offering”) at a price of C$12.00 per Common Share (the “Offering Price”) for aggregate gross proceeds of C$500 million (approximately US$370 million). The Company expects to grant BMO Capital Markets an option, exercisable at the Offering Price up until 48 hours prior to the closing of the
Offering, to place up to an additional 15% of the number of Common Shares purchased pursuant to the Offering. The Offering is expected to close on or about December 18, 2023 and is subject to Ivanhoe Mines receiving all necessary regulatory approvals, including approval of the Toronto Stock Exchange.

The net proceeds of the Offering will be used to fund exploration, working capital,
and for general corporate purposes.

The Offering will be conducted in reliance upon certain prospectus and private placement exemptions. The securities issuable to Canadian purchasers under the private placement will be subject to a hold period expiring four months and one day after the closing date. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be  offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares in any jurisdiction in which such offer, solicitation or sale
would be unlawful.

Pursuant to the investor rights agreements between the Company and CITIC Metal Africa Investments Limited (“CITIC”) and Zijin Mining Group Co. Ltd. (“Zijin”), respectively, each of CITIC and Zijin will have the right to acquire Common shares at the Offering Price to maintain their pro rata equity interest in the Company. Any Common Shares issued to CITIC or Zijin on exercise of their respective anti-dilution rights under their investor rights agreements will be in addition to those issued as part of the Offering.


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