IVN Ivanhoe Mines Ltd

Robert Friedland, Executive Chairman, and Lars-Eric Johansson, Chief Executive
Officer of Ivanhoe Mines (TSX:IVN), announced today that the company has
completed its public offering of 83,334,000 units, each consisting of one Class
A common share and one Class A common share purchase warrant, which were sold at
a price of C$1.50 per unit for gross proceeds of C$125,001,000. 


The offering, announced on May 20, was conducted through a syndicate of
underwriters led by BMO Capital Markets, CIBC and Macquarie Capital Market
Canada Ltd. In addition, the underwriters exercised their over-allotment option
in full, resulting in the company issuing a further 12,500,100 units and
increasing the total gross proceeds received by the company to C$143,751,150. 


The company also has completed a concurrent private placement to Robert
Friedland of an additional 16,666,667 units, on the same terms and conditions as
the public offering, to raise additional gross proceeds of C$25,000,001. Mr.
Friedland also has 30 days to exercise his option to purchase an additional
2,500,000 units, which became effective as a result of the exercise by the
underwriters of their over-allotment option in whole. 


The net proceeds of the offering and private placement will be used for the
advancement of, and pre-development activities at, the Kamoa and Kipushi
Projects in the Democratic Republic of Congo, and for general corporate
purposes.


Mr. Friedland beneficially owned 147,966,755 common shares. As a result of the
concurrent private placement of 16,666,667 units (or 2.8% of the common shares,
before giving effect to the offering and concurrent private placement), Mr.
Friedland now beneficially owns 164,633,422 common shares, or 23.6% of the
company's outstanding common shares. Should Mr. Friedland exercise his option in
full to purchase an additional 2,500,000 common shares (0.35%), and assuming no
exercise of any other outstanding warrants or options to acquire common shares,
Mr. Friedland then would beneficially own 167,133,422 common shares, or 23.8%
(assuming no exercise by him of the 2,500,000 warrants included in his option
for 2,500,000 units) of the company's then outstanding common shares. Mr.
Friedland has acquired the common shares for investment purposes. 


This news release does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the securities in the United States
or in any other jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been registered under the U.S. Securities Act
of 1933, as amended, and have not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements
thereunder.


About Ivanhoe Mines 

Ivanhoe Mines, with offices in Canada, the United Kingdom and South Africa, is
advancing and developing its three principal projects: 




--  The Kamoa copper discovery in a previously unknown extension of the
    Central African Copperbelt in the DRC's Province of Katanga. 

--  The Platreef Discovery of platinum, palladium, nickel, copper, gold and
    rhodium on the Northern Limb of the Bushveld Complex in South Africa. 

--  The historic, high-grade Kipushi zinc, copper and germanium mine, also
    on the Copperbelt in the DRC, now being drilled and upgraded following
    an 18-year care-and-maintenance program that ended when Ivanhoe acquired
    its majority interest in the mine in 2011. 



Ivanhoe Mines also is evaluating other opportunities as part of its objective to
become a broadly based, international mining company. 


Cautionary statement on forward-looking information

This news release contains "forward-looking statements" or "forward-looking
information" within the meaning of applicable Canadian securities legislation.
Such statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or information. Such
statements can be identified by the use of words such as "may", "would",
"could", "will", "intend", "expect", "believe", "plan", "anticipate",
"estimate", "scheduled", "forecast", "predict" and other similar terminology, or
state that certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. These statements reflect the company's
current expectations regarding future events, performance and results and speak
only as of the date of this news release.


Specific statements contained in this news release that constitute
forward-looking statements or information include, but are not limited to, the
potential exercise by Robert Friedland of the option granted to him to purchase
an additional 2,500,000 units and the use of proceeds of the offering. 


A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements, including without
limitation, the factors discussed in the Annual Information Form of the company.


Although the forward-looking statements contained in this news release are based
upon what management of the company believes are reasonable factors and
assumptions, the company cannot assure readers that actual results will be
consistent with these forward-looking statements. The company's actual results
could differ materially from those anticipated in these forward-looking
statements, as a result of, among others, those factors noted above and those
listed in the Annual Information Form under the heading "Risk Factors".
Accordingly, readers should not place undue reliance on forward-looking
information. These forward-looking statements are made as of the date of this
news release and are expressly qualified in their entirety by this cautionary
statement. Subject to applicable Canadian securities laws, the company assumes
no obligation to update or revise the forward-looking statements contained
herein to reflect events or circumstances occurring after the date of this news
release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Investors:
Bill Trenaman
+1.604.688.6630


Media
North America:
Bob Williamson
+1.604.512.4856


South Africa:
Jeremy Michaels
+27.11.088.4300
www.ivanhoemines.com

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