Canadian Warrants

Commencement Date
Warrants may be exercised commencing on December 10, 2010

Expiry Date and Time
Warrants not exercised by 5:00 p.m. (Toronto time) on July 7, 2011 will be void and
have no value

Subscription Price
The Subscription Price for the Warrants is $50.84 which is the most recently calculated Unit Value prior to the date hereof plus the estimated per Unit fees and expenses of the Offering

Basic Subscription Privilege
Each holder of a Capital Share (‘‘Shareholder’’) at the close of business (Toronto time) on the Record Date will be entitled to receive one-half of one Warrant for each Capital Share held. Each Warrant entitles the holder thereof to subscribe for one Unit, each Unit consisting of two Capital Shares and one Series 1 Preferred Share at the
Subscription Price prior to 5:00 p.m. (Toronto time) on the Expiry Date. See ‘‘Details
of the Offering—Basic Subscription Privilege’’

Additional Subscription
Privilege Holders of Warrants who exercise their Warrants under the Basic Subscription Privilege may also subscribe pro rata for Additional Units not subscribed for initially, if any, on the basis s

No Minimum Issue Size
The completion of the Offering is not conditional upon the receipt by the Company of
any minimum amount of subscription proceeds

The outstanding Capital Shares and Series 1 Preferred Shares are listed and posted for trading on the Toronto Stock Exchange (the ‘‘TSX’’) under the trading symbols ‘‘BSC’’ and ‘‘BSC.PR.B’’, respectively. The closing prices for the outstanding Capital Shares and Series 1 Preferred Shares on the TSX on November 29, 2010 were $14.86 per Capital Share and $19.54 per Series 1 Preferred Share. The TSX has conditionally approved the listing of the Warrants and the additional Capital Shares and Series 1 Preferred Shares issuable upon the exercise thereof. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX on or before February 7, 2011. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell Warrants issued under this prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See ‘‘Risk Factors’’

Issue of Warrants and Record Date
Subject to the Company obtaining all necessary regulatory and exchange approvals, Shareholders will receive Warrants on the basis of one-half of one Warrant for each whole Capital Share held at the close of business (Toronto time) on the Record Date. The Warrants entitle the holders thereof to subscribe for and purchase from the Company an aggregate of up to 1,239,204 Units, assuming exercise in full of the Warrants
offered hereunder. The Company will also issue Warrants on the same basis to the holders of the Class J Shares and Class S Shares.
The Warrants will be registered in the name of CDS or its nominee. Shareholders hold their Capital Shares through a CDS Participant and will not receive physical certificates evidencing their ownership of Warrants. See ‘‘Delivery Form and Denomination of the Warrants’’.
Subscription Basis
One Warrant entitles the holder to subscribe for one Unit (consisting of two Capital Shares and one Series 1 Preferred Share) at the Subscription Price.
Subscription Price
The Subscription Price for the Warrants is $50.84 which is the most recently calculated Unit Value prior to the date hereof plus the estimated per Unit fees and expenses of the Offering.
Commencement Date, Exercise Period and Expiry Date and Time
Warrants may be exercised commencing on December 10, 2010 and prior to 5:00 p.m. (Toronto time) on July 7, 2011. Warrants may be exercised at any time during the Exercise Period. Holders of Warrants who exercise the Warrants will become holders of Capital Shares and Series 1 Preferred Shares issued through the exercise of the Warrants. WARRANTS NOT EXERCISED PRIOR TO 5:00 P.M. (TORONTO TIME) ON THE EXPIRY DATE WILL BE VOID. If a Shareholder does not exercise or sells the Warrants, then the value of the
Capital Shares held by that Shareholder may be diluted as a result of the exercise of Warrants by others. See ‘‘Dilution to Existing Shareholders’’ below

Stock Data: Recent Stock Performance:
Current Price (11/19/2010): 3.30
(Figures in Australian Dollars)
1 Week -1.8% 13 Weeks 7.1%

4 Weeks 13.8% 52 Weeks -11.3%

Ivanhoe Australia Limited Key Data:

Ticker: IVA Country: AUSTRALIA

Exchanges: FRA OTC Major Industry: Oil, Gas, Coal & Related Services

Sub Industry: Exploration, Drilling Service & Equip

2008 Sales
(Year Ending Jan 2009). Employees: 70

Currency: Australian Dollars Market Cap: 1,380,753,340

Fiscal Yr Ends: December Shares Outstanding: 418,410,103

Share Type: Ordinary Closely Held Shares: 267,878,807