UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IVANHOE MINES LTD.
(Exact name of registrant as specified in its charter)
YUKON, CANADA NOT APPLICABLE
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 654, 999 CANADA PLACE
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3E1
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration file number to which this form relates (if
applicable):
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Shares without par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Page 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the Securities and
Exchange Commission (the "Commission") of Common Shares without par value per
share (the "Common Shares"), of Ivanhoe Mines Ltd., a Yukon, Canada corporation
(the "Registrant"). This registration statement is filed with the Commission in
connection with the listing of the Common Shares on the New York Stock Exchange,
Inc. (the "NYSE"). A registration statement on Form 40-F was filed with the
Commission by the Registrant on November 17, 2003 in connection with the listing
of the Common Shares on the Nasdaq National Market System ("Nasdaq"). In
connection with the filing of this registration statement on Form 8-A, the
Registrant will terminate the quotation of the Common Shares on Nasdaq. The
Registrant expects trading of its Common Shares to begin on the NYSE on January
18, 2005.
The Registrant's authorized share capital includes an unlimited number of Common
Shares and an unlimited number of Preferred Shares without par value per share
(the "Preferred Shares"). As at January 7, 2005, there were 292,847,998 Common
Shares outstanding and there were no Preferred Shares outstanding. The holders
of the Common Shares are entitled to receive notice of and to attend all
meetings of the shareholders of the Registrant and have one vote for each Common
Share held at all such meetings, except meetings at which only holders of
another specified class or series of shares of the Registrant are entitled to
vote separately as a class or series. Subject to the prior rights of the holders
of the Preferred Shares and any other shares ranking senior to the Common Shares
with respect to priority in the payment of dividends, the holders of Common
Shares are entitled to receive ratably such dividends as the Board of Directors
of the Registrant may from time to time determine. Subject to the prior rights
of the holders of the Preferred Shares and any other shares ranking senior to
the Common Shares with respect to priority in the distribution of assets upon
dissolution, liquidation, winding-up or distribution for the purpose of
winding-up, the holders of Common Shares are entitled to receive the remaining
property and assets of the Registrant in the event of the dissolution,
liquidation or winding-up of the Registrant, whether voluntary or involuntary,
or any other distribution of assets of the Registrant among its shareholders for
the purpose of winding-up its affairs.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: January 7, 2005
IVANHOE MINES LTD.
By: /s/ Beverly A. Bartlett
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Name: Beverly A. Bartlett
Title: Corporate Secretary