Dated April 26, 2024

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED

MARCH 31, 2024

INTRODUCTION

This management's discussion and analysis (MD&A) should be read in conjunction with the unaudited condensed consolidated interim financial statements of Ivanhoe Mines Ltd. ("Ivanhoe", "Ivanhoe Mines" or the "Company"), for the three months ended March 31, 2024, which has been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting (IAS 34) and the audited consolidated financial statements of Ivanhoe for the years ended December 31, 2023, and 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS). All dollar figures stated herein are in U.S. dollars unless otherwise specified. References to "C$" mean Canadian dollars and references to "R" mean South African Rands.

The effective date of this MD&A is April 26, 2024. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Certain statements contained in the MD&A are forward- looking statements that involve risks and uncertainties. See "Forward-Looking Statements" and "Risk Factors".

This MD&A includes references to earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, EBITDA margin, normalized profit, and "Cash costs (C1) per pound" which are non-GAAP financial performance measures. For a detailed description of each of the non-GAAP financial performance measures used in this MD&A, and a detailed reconciliation to the most directly comparable measure under IFRS, please refer to the non-GAAP Financial Performance Measures section of this MD&A starting on page 41. The non-GAAP financial performance measures set out in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS, and therefore may not be comparable to other issuers, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

FIRST QUARTER HIGHLIGHTS

  • 86,203 tonnes of copper in concentrate was produced at the Kamoa-Kakula Copper Complex ("Kamoa-Kakula") for Q1 2024, compared to 92,215 tonnes in Q4 2023 and 93,603 tonnes in Q1 2023.
  • Kamoa-Kakulasold 85,155 tonnes of payable copper during Q1 2024, recognizing revenue of $618 million, an operating profit of $286 million and quarterly EBITDA of $365 million.
  • Kamoa-Kakula'scost of sales per pound (lb.) of payable copper sold was $1.50/lb. for Q1 2024 compared with $1.50/lb. and $1.25/lb. in Q4 2023 and Q1 2023, respectively. Cash cost (C1) per pound of payable copper produced in Q1 2024 totaled $1.57/lb., within guidance, compared with $1.53/lb. and $1.42/lb. in Q4 2023 and Q1 2023, respectively.
  • Ivanhoe Mines recorded a loss of $69 million for Q1 2024, which includes a $139 million non-cash loss on the $575 million convertible bond fair valuation, compared with a profit of $82 million for Q1 2023. Ivanhoe Mines' normalized profit for Q1 2024 was $70 million, compared to a normalized profit of $113 million for Q1 2023.
  • Ivanhoe Mines' Adjusted EBITDA was $126 million for Q1 2024, compared with $172 million for the same period in 2023 which includes an attributable share of EBITDA from Kamoa-Kakula.
  • Ivanhoe Mines has a strong balance sheet with cash and cash equivalents of $411 million on hand as at March 31, 2024, and expects Kamoa-Kakula's Phase 1 and Phase 2 cash flow and project- level facilities to be sufficient to fund the Phase 3 expansion capital cost requirements at current copper prices.

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REVIEW OF OPERATIONS

Ivanhoe Mines is a mining, exploration and development company. At present, the Company's financial performance is primarily affected by ongoing mining operations at its Kamoa-Kakula Copper Complex, and ongoing exploration and development activities being conducted at its three material properties and the highly prospective Western Foreland Exploration Project. These consist of:

  • The Kamoa-KakulaCopper Complex. A joint venture between Ivanhoe Mines and Zijin Mining Group Co., Ltd., ("Zijin" or "Zijin Mining") within the Central African Copperbelt in the Democratic Republic of Congo's (DRC) southern Lualaba province. Ivanhoe Mines and Zijin Mining each hold an indirect 39.6% interest in the Kamoa-Kakula Copper Complex, Crystal River Global Limited (Crystal River) holds an indirect 0.8% interest and the DRC government holds a direct 20% interest. The Kamoa-Kakula Copper Complex began producing copper in May 2021 and, through phased expansions, is positioned to become one of the world's largest copper producers. (See "Kamoa-KakulaCopper Complex")
  • The Kipushi Project. The existing Kipushi Mine is located on the Central African Copperbelt in the DRC's southern Haut-Katanga province, one of Africa's major mining hubs. The mine, which operated between 1924 and 1993, is approximately 30 kilometres southwest of the provincial capital, Lubumbashi, and less than one kilometre from the DRC-Zambia border. Ivanhoe Mines holds a 68% interest in Kipushi; the state-owned mining company, La Générale des Carrières et des Mines (Gécamines), holds the remaining 32% interest. (See "Kipushi Project")
  • The Platreef Project. Construction of the planned Platreef Mine on the Company's discovery of palladium, platinum, nickel, rhodium, copper and gold, on the Northern Limb of South Africa's Bushveld Igneous Complex is in progress. Ivanhoe Mines holds a 64% interest in Platreef, the South African beneficiaries of a broad-based, black economic empowerment structure have a combined 26% stake in the Platreef Project and the remaining 10% is owned by a Japanese consortium of ITOCHU Corporation, Japan Oil, Gas and Metals National Corporation; and Japan Gas Corporation. (See "Platreef Project")
  • The Western Foreland Exploration Project. A group of licences totalling approximately 2,400 km2 and located in close proximity to the Kamoa-Kakula Copper Complex, the majority of which are 80%-100%-owned, as well as 247 km2 of joint venture licences. Ivanhoe's DRC exploration group is targeting Kamoa-Kakula-style copper mineralization through a regional exploration and drilling program. (See "Western Foreland Exploration Project")

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KAMOA-KAKULA COPPER COMPLEX

The Kamoa-Kakula Copper Complex operated as the Kamoa Holding joint venture between Ivanhoe Mines and Zijin Mining, has been independently ranked as the world's third-largest copper deposit by international mining consultant Wood Mackenzie in 2027. The project is approximately 25 kilometres southwest of the town of Kolwezi and about 270 kilometres west of Lubumbashi. Kamoa-Kakula Copper Complex's Phase 1 concentrator began producing copper in May 2021 and achieved commercial production on July 1, 2021. The Phase 2 concentrator, which doubled nameplate production capacity, was commissioned in April 2022.

Ivanhoe sold a 49.5% share interest in Kamoa Holding Limited (Kamoa Holding) to Zijin Mining and a 1% share interest in Kamoa Holding to privately owned Crystal River in December 2015. Kamoa Holding holds an 80% interest in the project. Ivanhoe and Zijin Mining each hold an indirect 39.6% interest in Kamoa-Kakula, Crystal River holds an indirect 0.8% interest, and the DRC government holds a direct 20% interest. Kamoa-Kakula's employee workforce of approximately 5,000 is currently 90% Congolese.

Photo: Aerial view of the Kamoa-Kakula Copper Complex, which is now operating at a processing capacity of 9.2 Mtpa, and production capacity of 450,000 tonnes of copper per annum.

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Kamoa-Kakula summary of operating and financial data

Q1 2024

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Ore tonnes milled (000's tonnes)

2,061

2,133

2,236

2,244

1,930

Copper ore grade processed (%)

4.80%

4.95%

5.37%

5.21%

5.42%

Copper recovery (%)

87.4%

87.9%

87.2%

87.2%

87.1%

Copper in concentrate produced

(tonnes)

86,203

92,215

103,947

103,786

93,603

Payable copper sold (tonnes)

85,155

90,967

96,509

101,526

86,777

Cost of sales per pound ($ per lb.)

1.50

1.50

1.34

1.24

1.25

Cash cost (C1) ($ per lb.)

1.57

1.53

1.46

1.41

1.42

Realized copper price ($ per lb.)

3.82

3.71

3.84

3.79

4.04

Sales revenue before remeasurement

($'000)

612,496

625,983

681,821

729,924

659,529

Remeasurement of contract

receivables ($'000)

5,824

(8,365)

13,014

(27,542)

29,594

Sales revenue after remeasurement

($'000)

618,320

617,618

694,835

702,382

689,123

EBITDA ($'000)

364,893

343,899

423,211

456,628

457,311

EBITDA margin (% of sales revenue)

59%

56%

61%

65%

66%

All figures in the above tables are on a 100%-project basis. Metal reported in concentrate is before refining losses or deductions associated with smelter terms. This MD&A includes "EBITDA", "Adjusted EBITDA", "EBITDA margin", and "Cash cost (C1)" which are non-GAAP financial performance measures. For a detailed description of each of the non-GAAP financial performance measures used herein and a detailed reconciliation to the most directly comparable measure under IFRS, please refer to the non-GAAP Financial Performance Measures section of this MD&A starting on page 41.

C1 cash cost per pound of payable copper produced can be further broken down as follows:

Q1 2024

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Mining

($ per lb.)

0.44

0.38

0.41

0.39

0.41

Processing

($ per lb.)

0.23

0.24

0.20

0.19

0.19

Logistics charges (delivered to China)

($ per lb.)

0.50

0.50

0.46

0.45

0.46

TC, RC, smelter charges

($ per lb.)

0.25

0.26

0.25

0.25

0.23

General & Administrative

($ per lb.)

0.15

0.15

0.14

0.13

0.13

Cash cost (C1) per pound of

payable copper produced

($ per lb.)

1.57

1.53

1.46

1.41

1.42

Cash cost (C1) is prepared on a basis consistent with the industry standard definitions by Wood Mackenzie cost guidelines but are not measures recognized under IFRS. In calculating the C1 cash cost, the costs are measured on the same basis as the Company's share of profit from the Kamoa Holding joint venture that is contained in the financial statements. C1 cash cost is used by management to evaluate operating performance and include all direct mining, processing, and general and administrative costs. Smelter charges and freight deductions on sales to the final port of destination, which are recognized as a component of sales revenues, are added to C1 cash cost to arrive at an approximate cost of delivered, finished metal. C1 cash cost excludes royalties, production taxes and non-routine charges as they are not direct production costs.

All figures are on a 100% project basis and metal reported in concentrate is before refining losses or deductions associated with smelter terms.

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The increase in Kamoa-Kakula's C1 cash cost per pound of payable copper produced in Q1 2024 is principally due to the decrease in copper in concentrate produced during the quarter, but also as a result of the lower grade of copper ore processed in Q1 2024. The grid instability during the quarter not only impacted the ore tonnes milled but also impacted the copper ore grade processed due to reduced underground access to high-grade areas due to water ingress during power interruptions.

Photo: Mireille Kahinda Kayakez, underground drilling operator, was born and raised in Kolwezi, DRC, and is one of the many local employees at Kamoa-Kakula.

Kamoa-Kakula produced 86,203 tonnes of copper in concentrate in Q1 2024

Kamoa-Kakula produced 86,203 tonnes of copper in concentrate in the first quarter of 2024. Annual production guidance for Kamoa-Kakula is maintained at between 440,000 and 490,000 tonnes of copper in concentrate for 2024.

Kamoa-Kakula's Phase 1 and 2 concentrators milled approximately 2.06 million tonnes of ore during the first quarter at an average feed grade of 4.8% copper. Copper flotation recoveries for the quarter averaged 87.4%, above the Phase 1 and 2 concentrator design recovery rate of 86.0%.

A daily milling record was achieved on January 2, 2024, when 31,375 tonnes of ore was processed by the Phase 1 and 2 concentrators over 24 hours. This performance is equivalent to an annual milling rate of 10.5 million tonnes (after accounting for availability).

A quarterly mining record of 2.5 million tonnes of ore was achieved from the Kakula and Kamoa 1 underground mines, as shown in Figure 1. Ore from the Kamoa 1 Mine is stockpiled on surface ahead of the commencement of the adjacent Phase 3 concentrator. The Phase 3 concentrator is tracking ahead of schedule with completion and first feed now expected next month in May, two full quarters ahead of original schedule. At the end of the quarter, there were 2.05 million tonnes of stockpiled ore for the Phase 3 concentrator, at an average grade of 3.1% copper.

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Photo: Aerial view of smelter construction site (foreground) and the Phase 1 and 2 concentrators (background). Construction of the smelter is over 80% complete and on target for completion at the end of 2024.

Figure 1. Mined ore per quarter from the Kakula and Kamoa 1 underground mines (million tonnes).

0.2

0.2

0.3

0.4

0.2

1.8

2.0

2.0

2.0

2.1

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Q1 2024

Kakula mine

Kamoa mine

First-quarter production, including throughput and head grade continued to be impacted by the previously reported instability within the DRC's southern power grid. Kamoa Copper continues to work closely with the DRC's state-owned power company, La Société Nationale d'Electricité (SNEL), to deliver solutions for the identified causes of the instability experienced across the southern DRC's grid infrastructure since late 2022. During the first quarter, heavier-than-usual rainfall during the wet season further contributed to grid intermittency. The rainfall led to elevated water levels in the Congo River, causing debris to block the intakes feeding the Inga hydroelectric dam complex. The blockages negatively impacted hydro generation capacity. The wet season typically occurs between November and April.

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Production at the Kamoa-Kakula Copper Complex for the first quarter of 2024 was 86,203 tonnes of copper in concentrate, compared to 92,215 tonnes in Q4 2023 and 93,603 tonnes in Q1 2023. Ore was drawn down as required from surface stockpiles to maximize copper production.

In December 2023, SNEL and Ivanhoe Mines Energy DRC, a subsidiary of Kamoa Holding Limited, signed an amendment to the existing financing agreement to fund the identified infrastructure upgrades. The original 2014 financing agreement consisted of a loan of up to $250 million to fund the refurbishment of 78 MW of generation capacity at the Mwadingusha dam and 178 MW of generation capacity from Turbine #5 at the Inga II dam. Infrastructure investments are underway to enable the transmission of that power over the Inga-Kolwezi connection. The refurbishment of the Mwadingusha facility was completed in September 2021, and the refurbishment of Turbine #5 at Inga II dam is expected to be completed during the first quarter of 2025.

The amendment to the financing agreement increases the loan up to $450 million. As with the existing financing agreement, the $200 million in additional funding by Ivanhoe Mines Energy to SNEL bears interest at the Secured Overnight Financing Rate plus 3% and will be repaid via a 40% discount on the tariff of grid energy consumed by Kamoa-Kakula.

The additional funding is assigned specifically for grid infrastructure upgrades, such as an increase in grid capacity between the Inga II dam and Kolwezi, a new harmonic filter at the Inga Converter Station, as well as a new static compensator at the Kolwezi Converter Station. In addition, various smaller initiatives have been identified to strengthen the transmission capability and improve the long-term stability of the southern grid. This includes the restringing of powerlines in the southern grid, as well as repairs to the direct current (DC) infrastructure. Funding will also be used to install preventative measures to avoid future blockages of the Inga dam intakes. Mobilization of resources is well underway, with project delivery expected to be complete by mid-2025. In addition to this, Ivanhoe Mines Energy is working with SNEL to put in place maintenance contracts to maintain key generation capacity and transmission infrastructure.

55 MW of imported power secured to offset grid stability, with significantly improved production in April; installation of further on-sitebackup-power generation capacity ongoing

Since mid-March, 15 MW of imported power has been supplied to Kamoa-Kakula from the neighbouring Zambian grid. The imported power has had a significant, positive effect on the stability of Kamoa- Kakula's operations, with production of copper in concentrate for April, a 30-day month, expected to be approximately 32,000 tonnes.

Kamoa-Kakula has recently signed an agreement that secures an additional 40 MW of imported power sourced from Mozambique, from May 1, 2024, supplied via the Zambian interconnector. Mozambique has abundant hydroelectric-generated capacity, the majority of which is exported to South Africa. Subject to availability, it is expected that total imported power will increase up to 100 MW by year-end (see Figure 2).

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Figure 2. Kamoa-Kakula's 2024 peak demand and phased rollout of on-site,back-up generation capacity and imported grid power, supplementing existing domestically-supplied power by SNEL (MW).

300

(MW)

250

2025 onwards: Smelter (full production)

back-up

200

150

Q3 '24: Phase 3 concentrator (full production)

&

April '24: Phase 1 & 2 peak demand

demand

100

50

Power

--

Apr '24

Jul '24

Oct '24

Jan '25

Jan '24

Back-up generation capacity

Imported grid power

Other power -generating projects have been initiated to de-risk the current and future operations over the short to medium term, while the grid infrastructure upgrades are completed.

Kamoa Copper's engineering team is currently expanding its on-site backup generation capacity to ensure there is on-site redundancy for the current Phase 1 and 2 operations, as well as future Phase 3 operations.

On-sitebackup-power generator capacity is scheduled to increase, via a phased roll-out, to a total of over 200 MW in time for the completion of the direct-to-blister copper smelter in Q4 2024, as shown in Figure 2. The generator farm sites are being built adjacent to the Phase 1 and 2 concentrators, and smelter at Kakula, as well as adjacent to the Phase 3 concentrator at Kamoa.

63 MW of on-site backup generation capacity is currently installed at Kamoa-Kakula and that is expected to increase, ahead of schedule, to a total of 123 MW by the end of the second quarter. Peak on-site power demand from operations is currently approximately 105 MW. The Phase 3 concentrator will add an additional requirement of 45 MW once fully ramped up in the third quarter. In addition, the smelter will require a further 75 MW of power once fully ramped up throughout 2025.

Construction of the Phase 3 concentrator plant and associated infrastructure is 94% complete and ahead of schedule for first-feed imminently

Kamoa-Kakula's Phase 3 concentrator is expected to be completed imminently, in May 2024, significantly ahead of the original schedule. The new 5-Mtpa Phase 3 concentrator is located adjacent to the Kamoa underground mines, approximately 10 kilometres north of the Phase 1 and 2 concentrators located above the Kakula underground mine.

The Phase 3 concentrator is 30% larger in capacity, compared with the Phase 1 and 2 concentrators. The process design is very similar, therefore the bulk of the equipment is the same or similar to that installed in the Phase 1 and 2 concentrators, resulting in a commonality of spare parts, while also leveraging prior operational and maintenance experience.

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Following the commissioning of the Phase 3 concentrator, Kamoa-Kakula will have a total design processing capacity of 14.2 Mtpa. Phase 3 is expected to increase annualized copper production to over 600,000 tonnes per year over the next ten years, positioning Kamoa-Kakula as the world's third-largest copper mining complex, and the largest copper mine on the African continent. See Figure 3.

Photo: Aerial view of Kamoa-Kakula's Phase 3 concentrator, which is tracking two full quarters ahead of schedule for first feed in May 2024.

Figure 3. World's projected top 10 copper mines in 2027, by key metrics.

Note: Kamoa-Kakula production and grade are based on the Kamoa-Kakula 2023 PFS. The 'Cu Head Grade' for the projects benchmarked by Wood Mackenzie reflects the average reserve grade.

Source: Wood Mackenzie, 2023 (based on public disclosure, the Kamoa-Kakula 2023 PFS has not been reviewed by Wood Mackenzie).

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Ivanhoe Mines Ltd. published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 11:38:06 UTC.