SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

From: February 14, 2005

IVANHOE MINES LTD.

Suite 654 – 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F-o  Form 40-F-þ

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes: o  No:þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.)

Enclosed:

Material Change Report
Share Sale Agreement relating to Shares in Arbutus Holding Ltd.
Share Sale Agreement relating to Shares in Beviron Pty Limited
Head Agreement in relation to the acquisition of the Savage River Iron Ore mine.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Form 51-102F3

Material Change Report

The news release was issued on February 7, 2005 and disseminated through the facilities of recognized newswire services.

The Company has entered into a series of agreements dated February 4, 2005 (collectively, the “Agreements”) with Stemcor Holdings Limited and certain of its subsidiaries (collectively, “Stemcor”), pursuant to which Stemcor has agreed to purchase and the Company has agreed to sell 100% of its interest in the Savage River iron ore mine in Tasmania, Australia (the “Savage River Project”). The consideration payable to the Company will consist of U.S.$21.5 million in cash and a series of contingent, escalating-scale annual payments based on iron ore pellet prices over the next five years.

Pursuant to the Agreements, Stemcor will purchase and the Company will sell its 100% interest in the Savage River Project. The consideration payable to the Company will consist of U.S.$21.5 million in cash (the “Initial Cash Consideration”) and a series of contingent, escalating-scale annual payments based on iron ore pellet prices over the next five years (the “Deferred Cash Consideration”).

The Initial Cash Consideration will be paid in two tranches. The first U.S.$15 million tranche will be paid at closing. The second U.S.$6.5 million tranche will be paid on July 31, 2005 or, at Stemcor’s election, on January 31, 2006. If Stemcor elects to defer payment of the second tranche, Stemcor will pay an additional U.S.$195,000 to the Company.

The Deferred Cash Consideration will be payable in five annual instalments. Each annual instalment is to be paid no later than March 31 (the “Instalment Payment Date”) commencing on March 31, 2006. The amount of each annual instalment of the Deferred Cash Consideration will be determined based on the following formula:

NPPM x U.S.$1,800,000 x Cashflow Adjustment

where

“NPPM” means Nibrasco Pellet Price multiplier in accordance with the table set out below;

“Nibrasco Pellet Price” means the price per metric tonne calculated with reference to the quoted Nibrasco/JSM pellet price; and

“Cashflow Adjustment” means a fraction of which (i) the numerator is the total number of tonnes of pellets sold during the relevant twelve month period ending on the Instalment Payment Date and (ii) the denominator is 1,800,000.

The NPPM in respect of each year in which an annual instalment is required to be paid is to be determined with reference to the following table:

The current Nibrasco Pellet Price is U.S.$38.10 per tonne. Fuelled by strong demand for iron ore pellets from Chinese, Japanese, Korean and European steel mills, international pellet prices have risen sharply in recent years, increasing approximately 10% in 2003 and a further 19% in 2004. If the Nibrasco Pellet Price were to average U.S.$40 per tonne over the next five years, the total Deferred Cash Consideration payable to the Company would be approximately US$18 million, assuming average annual production from the Savage River Project of 1.8 million tonnes. Based on a five year average Nibrasco Pellet Price of U.S.$60 per tonne, the total Deferred Cash Consideration payable to the Company would be approximately US$85.5 million and at a five year average of U.S.$70 per tonne the total Deferred Cash Consideration would be approximately U.S.$117 million.

The Company’s indirect, wholly-owned subsidiary, Goldamere Pty. Ltd (“Goldamere”) has been producing iron ore pellets and concentrate from the Savage River Project, which consists of mining, pelletizing and shipping facilities in the state of Tasmania, since 1997. The Company acquired Goldamere in 2000. The Savage River’s pellet production in 2004 was approximately 2.1 million tonnes.

Stemcor is a global provider of specialist services to the steel industry, in areas such as raw-material supply, finished-product marketing, logistics and trade finance.

The closing of the transaction, which is subject to regulatory approval, is expected to occur on or before February 28, 2005.

The Company’s decision to sell its interest in the Savage River Project is part of an ongoing plan to rationalize non-core assets as it focuses on the development of its Oyu Tolgoi copper and gold project in Mongolia.

Not applicable.

No confidential information has been omitted from this material change report.

8.      EXECUTIVE OFFICER

The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:

Beverly A. Bartlett
Ivanhoe Mines Ltd.
Suite 654 - 999 Canada Place
Vancouver, British Columbia
V6C 3E1

Telephone: (604) 688-5755

DATED at Vancouver, British Columbia this 14th day of February, 2005.

IVANHOE MINES LTD.

Share sale agreement

Details

Background

Agreed terms

Terms defined in the Head Agreement have the same meanings when used in this document unless otherwise defined in this document.

In this agreement:

Business means the business carried on by the Company as at the date of this agreement, being the lending of money, on a secured basis, to Goldamere Pty Limited ACN 073 634 581.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this agreement.

Company means Arbutus Holding Ltd., a company incorporated in the British Virgin Islands, registration number 497003, further details of which are set out in Schedule 1.

Completion means completion of the sale and purchase of the Shares contemplated by this agreement.

Completion Date means 28 February 2005 provided that all the Conditions have been fulfilled (or waived under clause 2.2) or, in the event that all the Conditions have not been fulfilled (or waived under clause 2.2) before 25 February 2005, the fifth Business Day after the date on which all the Conditions have been fulfilled (or waived under clause 2.2).

Conditions means the conditions set out in clause 2.1.

Costs Assessor means a costs assessor appointed under clause 7.17.

Disclosure Letter means the letter from the Vendor to the Purchaser of the same date as this agreement entitled ‘Disclosure Letter’.

Due Diligence Material means the information and documents provided to the Purchaser before the date of this agreement, a list of which is attached to the Disclosure Letter.

Encumbrance includes any:

or any agreement to create any of them or allow them to exist.

Governmental Authority includes any governmental, semi-governmental, municipal or statutory authority, instrumentality, organisation, body or delegate (including without limitation any town planning or development authority, public utility, environmental, building, health, safety or other body or authority) having jurisdiction, authority or power over or in respect of the Company.

Head Agreement means the agreement so entitled and dated 4 February 2005 between the Vendor, the Purchaser, Dominant Holdings AG and Stemcor Holdings Ltd.

Liabilities includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description.

Purchase Price means the amount payable under clause 4.

Records means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every description and other material regardless of their form or medium and whether coming into existence before, on or after the date of this agreement, belonging or relating to or used by the Company including (without limitation) certificates of registration, minute books, statutory books and registers, books of account, Tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial records.

Security means an amount to be paid to the Claimee in accordance with clause 7.17.

Shares means all of the shares in the share capital of the Company.

Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition.

UBS Debt means the amount of A$72,497,920 principal and A$2,391,881 interest owing by Goldamere to the Company as evidenced and secured by the documents provided by Minter Ellison to the Purchaser and described as ‘Documents Relating to UBS Financing of Goldamere Pty Ltd’.

Warranties means each of the representations and warranties given under clause 7 and set out in Schedule 2.

In this agreement, except where the context otherwise requires:

Headings are for ease of reference only and do not affect interpretation.

Completion must not occur until all of the following Conditions are fulfilled:

A Condition may only be waived in writing by each party entitled to the benefit of that Condition (as specified in relation to each Condition in the second column of the table in clause 2.1) and will be effective only to the extent specifically set out in that waiver.

Each party must use all reasonable efforts within its own capacity to ensure that each Condition is fulfilled before 5.00pm on 25 February 2005.

If a party has complied with its obligations under clause 2.3, it may terminate this agreement by giving notice in writing to the other parties if one or more Conditions are not fulfilled by 5.00pm on 25 February 2005 or another date agreed by the parties in writing.

The Vendor as beneficial owner agrees to sell to the Purchaser and the Purchaser agrees to buy from the Vendor the Shares:

The Purchase Price for the Shares is the Arbutus Consideration.

The Purchaser must pay the Purchase Price in accordance with clause 3 of the Head Agreement.

If all the Conditions have been fulfilled or waived under clause 2.2, Completion will take place at 10:00am on the Completion Date at the offices of Minter Ellison at Level 19, 88 Phillip Street, Sydney or another time and place agreed by the parties.

At or before Completion, the Vendor must:

The Purchaser must, at or before Completion, deliver to the Vendor any consents or waivers required under clause 2.

In respect of Completion:

If the Vendor fails to deliver any items which are due from it on Completion by the date of Completion, the Purchaser is entitled to terminate this document on giving 14 days prior written

notice to the Vendor. Termination does not affect any other rights which the Purchaser may have. If the Vendor is able in the notice period to deliver the items in question then Completion must be reconvened to allow it to do so.

If the Purchaser fails to deliver any items which are due from it on Completion by the date of Completion, the Vendor is entitled to terminate this document on giving 14 days prior written notice to the Purchaser. Termination does not affect any other rights which the Vendor may have. If the Purchaser is able in the notice period to deliver the items in question then Completion must be reconvened to allow it to do so.

The Vendor may retain after Completion copies of any Records necessary for it to comply with any applicable law (including, without limitation, any applicable Tax law) and to prepare Tax or other returns required of it by law.

While the Vendor remains the registered holder of any of the Shares, the Vendor must:

Until Completion, the Vendor must not do anything other than carry on the Business in the ordinary course.

The Vendor will allow the Purchaser, its employees, agents and representatives reasonable access to the Records at all reasonable times before Completion to enable the Purchaser, as is reasonably necessary, to:

The Purchaser must ensure that any access under clause 6.2 is exercised and conducted in a manner to avoid unreasonable disruption to the conduct of the Business and the activities and operations of the Company and its employees.

For the purposes of clause 6.2, the Purchaser may:

The Vendor represents and warrants to the Purchaser that each of the Warranties is true and accurate at the date of this agreement and will be true and accurate on the Completion Date.

Each of the Warranties:

The Warranties are given subject to and qualified by, and the Purchaser is not entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached if and to the extent, but only to the extent, that the fact, matter or circumstance is fairly disclosed in:

The Purchaser acknowledges and agrees with the Vendor that:

The Vendor has no liability for a Claim for a breach of any Warranty:

Subject to Clause 7.12, the Vendor has no liability for breach of any Warranty unless:

The liability of the Vendor in respect of any Claim for breach of any Warranty is reduced or extinguished (as the case may be) to the extent that:

Subject to clause 7.12, the maximum aggregate liability of the Vendor (including legal costs and expenses incurred in defending a Claim from a third party), as a result of Claims for breach of the Warranties under any of the Transaction Documents is limited to the Transaction Consideration..

If the final amount of the Transaction Amount is not known at any relevant time in relation to a Claim for breach of the Warranties under the Transaction Documents, the liability of the Vendor is not limited in respect of any such Claim to the amount of the Transaction Consideration at that time, but to the Transaction Consideration when it is finally known.

In the event that the Transaction Consideration at the time of the determination of any Claim for breach of the Warranties under the Transaction Documents is less than the amount that the Purchaser would have been entitled but for the Transaction Consideration not being finally known (Known Transaction Consideration), the Vendor undertakes to the Purchaser to keep the Purchaser at all times fully and effectively indemnified for the difference between the amount that the Purchaser would have been entitled but for the Transaction Consideration not being finally known and the Known Transaction Consideration, up to the amount of the Transaction Consideration when it is finally known.

In the event that the Transaction Consideration at the time of the determination of any Claim for breach of the Warranties under the Transaction Documents is more than the Known Transaction Consideration, the Purchaser undertakes to the Vendor to keep the Vendor at all times fully and effectively indemnified for the difference between the amount of the Known Transaction Consideration and the amount that the Purchaser would have been entitled, but for the Transaction Consideration not being finally known.

The limitations in:

If the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Claim under this clause 7 it must notify the Vendor in writing, within 10 Business Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the act, matter or thing relied on as giving rise to the Claim, the Warranty the subject of the Claim and all relevant details of the Claim in so far as they are available to the Purchaser.

If the Purchaser gives the Vendor a Claim Notice under clause 7.13 and the Vendor does not elect to take over the control of a Claim under clause 7.14, the Purchaser may take such actions as the Purchaser may decide about it, including the right to negotiate, defend and/or settle the Claim and to recover costs incurred as a consequence of the Claim from any person, if:

The Vendor indemnifies the Purchaser and the Company against all Liabilities incurred by, or awarded against, the Purchaser or the Company arising out of the conduct of the Vendor under clause 7.14 or acts required or requested of the Purchaser or the Company in respect of the same, as and when they fall due, including reasonable legal costs and disbursements of the Purchaser’s lawyers and the Company’s lawyers.

Any payment made in respect of a Claim for breach of a Warranty is deemed to be a reduction in the Purchase Price.

If any payment in respect of a Claim under the Warranties is made to the Purchaser by or on behalf of the Vendor and after the payment is made the Purchaser or the Company receives any benefit or credit in relation to the subject matter of the Claim (including payment under any insurance policy), then the Purchaser:

Where any Warranty is qualified by the expression ‘as far as the Vendor is aware’ or any similar expression that statement is taken to include an additional statement that it has been made after due and careful enquiry.

To the extent permitted by law, the Purchaser agrees not to make, and waives any right it may have to make, any claim against the Vendor or any Associate of the Vendor under section 52 of the Trade Practices Act 1974 (Cth) or the corresponding provision of any State or Territory enactment.

The parties acknowledge and agree that the Warranties do not apply to any financial forecasts, projections, opinions of future performance or other statements relating to financial prospects of the Company that have been provided by the Vendor or an Associate of the Vendor. No warranty is given or representation made that any such financial forecast, projection or opinion will be met or achieved. Any such information that has been provided to the Purchaser was provided for information purposes only.

In this clause 8, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

If a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply but for the application of this clause 8.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.

If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with clause 8.2.

A party need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice for the supply to which the payment relates.

A notice, demand, consent, approval or communication under this agreement (Notice) must be:

A Notice given in accordance with clause 9.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

This agreement may be altered only in writing signed by each party.

Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.

A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.

Each party must pay its own costs of negotiating, preparing and executing this agreement.

Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this agreement or any transaction contemplated by this agreement, must be paid by the Purchaser.

Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.

This agreement may be executed in counterparts. All executed counterparts constitute one document.

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter, including the memorandum of understanding between Beviron Pty Limited, the Purchaser and the Vendor dated 1 December 2004.

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transactions contemplated by it.

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.

This agreement is governed by the law of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

Schedule 1 — Details of the Company

Schedule 2 — Warranties

Warranty 1 — Vendor

Warranty 2 — Company

No:

Warranty 3 — Share capital

Warranty 4 — Information

Warranty 5 — Financial

Warranty 6 — Records

Warranty 7 — Litigation

Warranty 8 — Tax

Taxation liabilities

Deductions

Tax returns

Penalties and Interest

BVI residence

Tax avoidance

Stamp duty and other Taxes

Warranty 9 — Compliance with statutory requirements

Warranty 10 — Related party contracts

Signing page

Share sale agreement

Details

Agreed terms

Encumbrance includes any:

or any agreement to create any of them or allow them to exist.

Goldamere Agreement means the agreement between the Crown, the Subsidiary and Ivanhoe Capital Limited dated 26 September 1996 as ratified and approved by the Goldamere Act.

Goldamere Deed means the deed between the Subsidiary and the Crown dated 10 December 1996 as amended.

Governmental Authority includes any governmental, semi-governmental, municipal or statutory authority, instrumentality, organisation, body or delegate (including without limitation any town planning or development authority, public utility, environmental, building, health, safety or other body or authority) having jurisdiction, authority or power over or in respect of the Company, the Subsidiary, the Business or the Properties.

Group means the Company and the Subsidiary.

Group Company means any of the Company and the Subsidiary.

Head Agreement means the agreement so entitled and dated 4 February 2005 between the Vendor, the Purchaser, Dominant Holdings AG and Stemcor Holdings Ltd.

Liabilities includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description.

Properties means the real property (whether leasehold or freehold) listed in Schedule 3.

Purchase Price means the amount payable under clause 4.

Records means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every description and other material regardless of their form or medium and whether coming into existence before, on or after the date of this agreement, belonging or relating to or used by any Group Company including (without limitation) certificates of registration, minute books, statutory books and registers, books of account, Tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial records.

Related Party Debt Amending Agreement means the document so entitled dated 6 November 2000 between (among others) the Company, the Subsidiary, the Vendor, Ivanhoe Capital Finance Limited and Robert M. Friedland.

Security means an amount to be paid to the Claimee in accordance with clause 8.17.

Shares means all of the shares in the share capital of the Company.

Subsidiary means Goldamere Pty Limited ACN 073 634 581, further details of which are set out in Part B of Schedule 1.

Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition.

Warranties means each of the representations and warranties given under clause 8 and set out in Schedule 2.

In this agreement, except where the context otherwise requires:

Headings are for ease of reference only and do not affect interpretation.

Completion must not occur until all of the following Conditions are fulfilled:

A Condition may only be waived in writing by each party entitled to the benefit of that Condition (as specified in relation to each Condition in the second column of the table in clause 2.1) and will be effective only to the extent specifically set out in that waiver.

Each party must use all reasonable efforts within its own capacity to ensure that each Condition is fulfilled before 5.00pm on 25 February 2005.

If a party has complied with its obligations under clause 2.3, it may terminate this agreement by giving notice in writing to the other parties if one or more Conditions are not fulfilled by 5.00pm on 25 February 2005 or another date agreed by the parties in writing.

The Vendor as current or future beneficial owner agrees to sell to the Purchaser and the Purchaser agrees to buy from the Vendor the Shares:

notice to the Vendor. Termination does not affect any other rights which the Purchaser may have. If the Vendor is able in the notice period to deliver the items in question then Completion must be reconvened to allow it to do so.

The obligation under this clause 7 applies only in relation to guarantees or securities where the guaranteed or secured amount does not exceed A$20,000.

The Warranties are given subject to and qualified by, and the Purchaser is not entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached if and to the extent, but only to the extent, that the fact, matter or circumstance is fairly disclosed in:

The Vendor has no liability for a Claim for a breach of any Warranty:

Subject to clause 8.12 the Vendor has no liability for breach of any Warranty unless:

The liability of the Vendor in respect of any Claim for breach of any Warranty is reduced or extinguished (as the case may be) to the extent that:

If the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Claim under this clause 8 it must notify the Vendor in writing, within 10 Business Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the act, matter or thing

relied on as giving rise to the Claim, the Warranty the subject of the Claim and all relevant details of the Claim in so far as they are available to the Purchaser.

If the Purchaser gives the Vendor a Claim Notice under clause 8.13 and the Vendor does not elect to take over the control of a Claim under clause 8.14, the Purchaser may take such actions as the Purchaser may decide about it, including the right to negotiate, defend and/or settle the Claim and to recover costs incurred as a consequence of the Claim from any person, if:

The Vendor indemnifies the Purchaser and the Company against all Liabilities incurred by, or awarded against, the Purchaser or the Company arising out of the conduct of the Vendor under clause 8.14 or acts required or requested of the Purchaser or the Company in respect of the same, as and when they fall due, including reasonable legal costs and disbursements of the Purchaser’s lawyers and the Company’s lawyers.

Where any Warranty is qualified by the expression ‘as far as the Vendor is aware’ or any similar expression that statement is taken to include an additional statement that it has been made after due and careful enquiry.

To the extent permitted by law, the Purchaser agrees not to make, and waives any right it may have to make, any claim against the Vendor or any Associate of the Vendor under section 52 of the Trade Practices Act 1974 (Cth) or the corresponding provision of any Australian State or Territory enactment.

Schedule 1 - Details of the Company and the Subsidiary