EXHIBIT 4.4
SPECIAL WARRANT INDENTURE AMENDMENT AGREEMENT
This Agreement dated for reference January 6, 2003 is
BETWEEN:
IVANHOE MINES LTD., a company incorporated under the laws of
the Yukon Territory
(the "Company")
AND
CIBC MELLON TRUST COMPANY, a Trust Company incorporated under
the laws of Canada and having an office in the City of
Vancouver
(the "Warrant Agent")
RECITALS:
A. The Company and the Warrant Agent entered into a Special Warrant Indenture
(the "Special Warrant Indenture") dated as of December 12, 2002 in respect
of 20,000,000 special warrants exercisable into common shares in the
capital of the Company.
B. The parties have agreed to amend the Special Warrant Indenture in
accordance with the terms set forth below.
AGREEMENTS:
For good and valuable consideration and receipt of which is hereby acknowledged,
the parties agree as follows:
1. The definition of "Qualification Date" in section 1.1(v) of the Special
Warrant Indenture is deleted in its entirety and replaced as follows:
"Qualification Date" means the date which is the later of (i) the date
on which a receipt has been issued by the British Columbia Securities
Commission and, in respect of subscribers for Special Warrants that are
resident in the Province of Ontario only, the Ontario Securities
Commission for the Final Prospectus qualifying the Common Shares
issuable upon exercise of the Special Warrants; and (ii) the date on
which an Australian Prospectus is lodged with ASIC in relation to the
Shares;
2. The definition of "Qualifying Province" in section 1.1(x) of the
Special Warrant Indenture is deleted in its entirety and replaced as
follows:
"Qualifying Provinces" means the Province of British Columbia and the
Province of Ontario;
3. Page two of Schedule A to the Special Warrant Indenture is deleted in
its entirety and replaced with the page attached as Schedule A to this
Agreement.
4. All references in the Special Warrant Indenture to "Qualifying
Province" will be deemed to refer to "Qualifying Provinces".
5. This Agreement will be governed by and construed in accordance with the
laws of British Columbia and the federal laws of Canada applicable
thereto.
6. This Agreement may be executed in one or more counterparts, each of
which so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same instrument.
7. This Agreement shall benefit and bind the parties to it in respect to
its successors and assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the 17th day
of January, 2003.
IVANHOE MINES LTD.
Per:_____________________________
Authorized Signatory
CIBC MELLON TRUST COMPANY
Per:_____________________________
Authorized Signatory
SCHEDULE A
IVANHOE MINES LTD.
ARBN 075 217 097
(the "Company")
THE SPECIAL WARRANTS REPRESENTED BY THIS CERTIFICATE WILL EXPIRE AS OF 5:00
P.M., VANCOUVER TIME, ON THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE EARLIER OF:
1. THE LATER OF (I) THE DAY UPON WHICH A RECEIPT (OR A COPY
THEREOF) FOR A FINAL PROSPECTUS IN RESPECT OF THE COMMON
SHARES ISSUABLE UPON EXERCISE OF THE SPECIAL WARRANTS IS
ISSUED BY THE BRITISH COLUMBIA SECURITIES COMMISSION [FOR
ONTARIO SUBSCRIBERS ONLY: AND THE ONTARIO SECURITIES
COMMISSION]; AND (II) THE DATE ON WHICH A PROSPECTUS UNDER
CHAPTER 6D OF THE CORPORATIONS ACT 2001 (AUSTRALIA) IS LODGED
WITH THE AUSTRALIAN SECURITIES AND INVESTMENT COMMISSION IN
RELATION TO THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE
SPECIAL WARRANTS; AND
2. -, 2003
(THE "EXPIRY DATE"), UNLESS SPECIFICALLY EXERCISED OR DEEMED EXERCISED IN THE
MANNER HEREINAFTER DESCRIBED ON OR PRIOR TO THE EXPIRY DATE.