THIS PROMISSORY NOTE is made as of the 11th day of July, 2008 by Ivanhoe Energy Inc. (“ Ivanhoe ”), a
company duly incorporated under the laws of the Yukon Territory, in favour of Talisman Energy Canada, an
Alberta general partnership (“ Talisman ”).
FOR VALUE RECEIVED, Ivanhoe hereby acknowledges itself indebted to Talisman and promises to pay to
Talisman, its successors and permitted assigns, the principal amount of TWELVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($12,500,000) (the “ Principal Amount ”) on December 31, 2008 (the “ Maturity
Date ”), provided that upon the occurrence of an Event of Default (as such term is defined in the Fixed and
Floating Charge Debenture (the “ Debenture ”) of even date granted by Ivanhoe to Talisman) the Principal
Amount and any interest accrued thereon shall be payable on demand in accordance with Article 9 of the
Debenture and in the manner provided for herein.
All references in this Promissory Note to $ or dollars means lawful currency of Canada.
Ivanhoe hereby promises to pay to Talisman interest on the unpaid portion of the Principal Amount at the Prime
Rate plus two per cent (2%) per annum, calculated daily and not compounded, such interest to be payable on the
earlier of the Maturity Date or upon demand in accordance with this Promissory Note; and if Ivanhoe should at
any time default in the payment of any Principal Amount or any interest thereon, Ivanhoe shall pay interest on the
amount in default both before and after demand, default and/or judgment at the Prime Rate plus two per cent
(2%) per annum, calculated and compounded daily until each such amount is paid in full.
All or a portion of any outstanding Principal Amount and any and all interest earned thereon, may be prepaid at
any time without notice, bonus or penalty.
For purposes of this Promissory Note, “Prime Rate” means the rate of interest expressed as a rate per annum
that the main branch of Royal Bank of Canada uses as a reference rate for calculating