- Statement of Ownership (SC 13G)
08 6월 2012 - 8:12PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Schedule
13G
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN
STATEMENTS FILED
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PURSUANT TO § 240.13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO
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FILED PURSUANT TO § 240.13d-2
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UNDER THE SECURITIES EXCHANGE ACT
OF 1934
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IVANHOE MINES LTD.
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(Name of Issuer)
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COMMON SHARES
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(Title of Class of Securities)
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46579N103
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(CUSIP Number)
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MAY 30, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[ ]
Rule 13d1(b)
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[
√
] Rule
13d1(c)
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[ ]
Rule 13d1(d)
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*The remainder
of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(the Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAMES OF REPORTING PERSONS
TEMASEK HOLDINGS (PRIVATE)
LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (see
instructions) (b) [ ]
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3
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SEC use only
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4
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Citizenship or place of organization
REPUBLIC OF SINGAPORE
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Number
of
shares
beneficially
owned by each
reporting
person with:
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5
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Sole voting power
0
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6
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Shared voting power
40,855,270*
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7
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Sole dispositive power
0
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8
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Shared dispositive power
40,855,270*
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9
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Aggregate amount beneficially owned by each reporting person
40,855,270*
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10
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Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
o
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11
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Percent of class represented by amount in Row (9)
5.5%**
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12
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Type of reporting person (see instructions)
HC
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* See Item 4 of this Schedule
** Based on 741,386,789 Common Shares, reported as outstanding by Ivanhoe Mines
Ltd. as of May 24, 2012 in its Notice of Annual and Special Meeting of
Shareholders to be held on June 28, 2012 on Form 6-K filed with the Securities
and Exchange Commission (SEC) on May 25, 2012.
-2-
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1
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NAMES OF REPORTING PERSONS
TEMBUSU CAPITAL PTE. LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (see
instructions) (b) [ ]
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3
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SEC use only
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4
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Citizenship or place of organization
REPUBLIC OF SINGAPORE
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Number
of
shares
beneficially
owned by each
reporting
person with:
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5
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Sole voting power
0
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6
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Shared voting power
40,855,270*
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7
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Sole dispositive power
0
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8
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Shared dispositive power
40,855,270*
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9
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Aggregate amount beneficially owned by each reporting person
40,855,270*
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10
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Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
o
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11
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Percent of class represented by amount in Row (9)
5.5%**
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12
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Type of reporting person (see instructions)
HC
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* See Item 4 of this Schedule
** Based on 741,386,789 Common Shares, reported as outstanding by Ivanhoe Mines
Ltd. as of May 24, 2012 in its Notice of Annual and Special Meeting of
Shareholders to be held on June 28, 2012 on Form 6-K filed with the SEC on May
25, 2012.
-3-
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Item
1(a).
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Name
of issuer:
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Ivanhoe Mines Ltd.
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Item
1(b).
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Address
of issuers principal executive offices:
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Suite 654, 999 Canada Place, Vancouver, British
Columbia, Canada V6C 3E1
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2(a).
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Name
of person filing:
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(i) Temasek Holdings (Private) Limited (
Temasek
Holdings
)
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(ii) Tembusu Capital Pte. Ltd. (
Tembusu
)
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2(b).
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Address
or principal business office or, if none, residence:
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(i) 60B Orchard Road, #06-18 Tower 2, The
Atrium@Orchard, Singapore 238891.
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(ii) 60B Orchard Road, #06-18 Tower 2, The
Atrium@Orchard, Singapore 238891
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2(c).
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Citizenship:
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(i) Singapore.
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(ii) Singapore
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2(d)
Title of class of securities:
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Common Shares without par value.
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2(e).
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CUSIP
No.:
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The CUSIP number of the Common Shares is 46579N103.
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Item
3.
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If
this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c),
check whether the person filing is a:
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Not Applicable
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(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
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(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
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(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) [ ] Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a8);
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(e) [ ] An investment adviser in
accordance with §240.13d1(b)(1)(ii)(E);
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(f) [ ] An employee benefit plan or
endowment fund in accordance with §240.13d1(b)(1)(ii)(F);
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(g) [ ] A parent holding company or
control person in accordance with §240.13d1(b)(1)(ii)(G);
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(h) [ ] A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i) [ ] A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a3);
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-4-
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(j) [ ] A non-U.S. institution in
accordance with §240.13d1(b)(1)(ii)(J);
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(k) [ ] Group, in accordance with
§240.13d1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance
with §240.13d1(b)(1)(ii)(J), please specify the type of institution: ____
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Item
4.
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Ownership
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(a)
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Amount beneficially owned: 40,855,270
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Ellington Investments Pte. Ltd. (Ellington)
directly owns 1,411,300
Common Shares. In addition, pursuant to a Stock Purchase Agreement, dated as
of May 23, 2012, between Citibank, N.A. (Citibank) and Ellington, Ellington
has agreed to purchase an additional 35,000,000 Common Shares from Citibank,
which Common Shares are currently expected to be delivered on or about July
9, 2012. Accordingly, Ellington beneficially owns an aggregate of 36,411,300
Common Shares. Ellington is wholly-owned by Bartley Investments Pte. Ltd.
(Bartley), which is whollyowned by Tembusu, which is wholly-owned by
Temasek Holdings.
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Dahlia Investments Pte. Ltd. (Dahlia) directly
owns 4,443,970
Common Shares. Dahlia is wholly owned by Thomson Capital Pte. Ltd.,
which is wholly-owned by Tembusu, which is wholly-owned by Temasek Holdings.
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Accordingly, as of the date of this Schedule, each
of Temasek Holdings and Tembusu may be deemed to beneficially own the 36,411,300 Common
Shares beneficially owned by Ellington and the 4,443,970 Common Shares directly owned by Dahlia,
being an aggregate of 40,855,270 Common Shares.
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(b)
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Percent of class: 5.5%
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All percentage calculations in this schedule are
based on the 741,386,789 Common Shares reported as outstanding by Ivanhoe
Mines Ltd. as of May 24, 2012 in its Notice of Annual and Special Meeting of
Shareholders to be held on June 28, 2012 on Form 6-K filed with SEC on May
25, 2012.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
40,855,270
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(iii)
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Sole power to dispose or to direct the disposition
of:
0
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(iv)
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Shared power to dispose or to direct the disposition
of:
40,855,270
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Item
5.
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Ownership
of 5 Percent or Less of a Class.
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Not Applicable
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Item
6.
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Ownership
of More than 5 Percent on Behalf of Another Person.
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Not Applicable
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Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
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See attached Exhibit 2.
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Item
8.
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Identification
and Classification of Members of the Group
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Not Applicable
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Item
9.
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Notice
of Dissolution of Group.
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Not Applicable
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Item
10.
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Certifications
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a
nomination under §240.14a-11.
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-6-
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 7, 2012
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TEMASEK
HOLDINGS (PRIVATE) LIMITED
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By: /s/
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Cheong Kok Tim
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Name:
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Cheong Kok Tim
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Title:
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Authorized Signatory
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TEMBUSU
CAPITAL PTE. LTD.
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By: /s/
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Yeo Whye Lin Wendy
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Name:
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Yeo Whye Lin Wendy
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Title:
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Director
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-7-
Ivanhoe Mines (NYSE:IVN)
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부터 1월(1) 2025 으로 2월(2) 2025
Ivanhoe Mines (NYSE:IVN)
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부터 2월(2) 2024 으로 2월(2) 2025
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