10-K/A
Ivanhoe Electric Inc. (IE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 31, 2024
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number 001-41436
Ivanhoe Electric Inc.
(Exact name of Registrant as specified in its Charter)
| Delaware | 32-0633823 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer Identification No.) |
| 450 E Rio Salado Parkway, Suite 130<br><br>Tempe, Arizona | 85281 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (480) 656-5821
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | IE | NYSE American |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. YES x NO o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on NYSE American as of June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $917.9 million.
The number of shares of Registrant’s Common Stock outstanding as of February 27, 2025 was 132,565,318.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, 2024 in connection with its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 11-14 of this Form 10-K.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment No. 1”) of Ivanhoe Electric Inc. (the “Company”) amends our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the Securities and Exchange Commission on February 27, 2025 (the “Original 10-K”).
This Amendment No. 1 is being filed for the purposes of (i) correcting typographical errors in the tables of mineral resources and related footnotes for the rows for the Company’s non-material Alacran and Samapleu properties and Total, as contained in Item 1. Business; (ii) including a new consent from Glen Kuntz, qualified person, relating to the above corrections, and (iii) correcting Exhibits 4.1, 10.39, 10.40 and 23.1.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications from the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002 have been omitted.
Except as described above, no other amendments are being made to the Original 10-K. This Amendment No. 1 does not reflect events occurring after the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above. The complete text of Item 1. Business and Item 15. Exhibits, as amended, is repeated in this Amendment No. 1.
Item 1. Business
Overview
We are a United States domiciled minerals exploration company with a focus on developing mines from mineral deposits principally located in the United States. We seek to support American supply chain independence by finding and delivering the critical metals necessary for electrification of the economy, with a focus on copper. We believe the United States is significantly under explored and has the potential to yield major new discoveries of these metals.
We are committed to the sustainable development of our projects by embedding Environmental, Social and Governance (“ESG”) criteria in our decision-making framework from the earliest stages of project exploration and development. We continue to build upon our team’s strong ESG track record for leveraging best practices to establish Ivanhoe Electric as a leader in the mining sector. Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy, and energy storage, in our future mining operations, following best practices to meet health, safety and environmental standards, optimizing our water resources, protecting local cultural heritage and biodiversity, minimizing our environmental footprint, as well as ensuring workforce diversity and hiring from local communities. Most importantly, the minerals that are the focus of our exploration and development efforts play a critical role by supporting electrification and enabling the clean energy transition.
Our United States Mineral Projects
Our sole material mineral project is the Santa Cruz Project in Arizona.
Santa Cruz Project
The Santa Cruz Project is a copper exploration project situated in a prolific mining region that hosts some of the largest copper mines in the United States. The Project encompasses 5,975 acres on private land and includes associated water rights. The project location provides excellent infrastructure, including access to rail, interstate highways, and electric transmission lines.
The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on an underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits. The Initial Assessment estimates life of mine (“LOM”) copper production of 1.6 million tonnes over a 20-year mine life, with projected cash costs of $1.36 per pound of copper produced.
At the Santa Cruz Project, we are advancing environmental, technical, trade-off and economic studies in preparation for a Preliminary Feasibility Study for a copper mining operation incorporating leading technologies to improve efficiencies and costs. We are designing a technologically advanced mine that we expect to result in low carbon dioxide emissions per pound of copper produced and be a leading example of responsibly produced domestic copper.
Our other mineral projects in the United States include the Tintic Project, located in Utah, and the Hog Heaven Copper-Silver-Gold Project, located in Montana. We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.
For purposes of Subpart 1300 of Regulation S-K (“S-K 1300”), we are defined as an exploration stage issuer because our material property, Santa Cruz, is at the exploration stage and does not have any declared Mineral Reserves.
Map: United States Mineral Projects
Ma’aden Ivanhoe Electric Exploration and Development Limited Company
In 2023, we established an exploration joint venture with the Saudi Arabian Mining Company (“Ma’aden”) (“Joint Venture”). The Joint Venture is owned 50/50 by Ivanhoe Electric and Ma’aden and has an initial term of five years, which may be extended up to 10 years upon mutual agreement of the parties. The Joint Venture operates through a limited liability company established under Saudi Arabian law (“Saudi JVCo”). Ma’aden has made available approximately 48,500 km2 of land under an exploration license (or license application) within Saudi Arabia for exploration by the Joint Venture. We contributed $66.4 million of the proceeds from the sale of our common shares to Ma’aden to initially fund Saudi JVCo and we provided Saudi JVCo with a royalty-free license to use Typhoon™ within Saudi Arabia for the purpose of mineral exploration. The license will remain exclusive to the Joint Venture in Saudi Arabia and effective during the term of the Joint Venture. Saudi JVCo has purchased three new generation Typhoon™ units from the Company’s former parent, I-Pulse, all of which have now been delivered to the Joint Venture and are active in Saudi Arabia. The Joint Venture has also entered into a services agreement with Computational Geosciences Inc. (“CGI”), our 94.3% owned subsidiary, pursuant to which CGI is responsible for the supply of the services for the analysis of data and processing of the full spectrum of geophysical datasets produced by the Typhoon™ systems. The Joint Venture commenced exploration activities in November 2023 and announced its first mineral discovery in January 2025.
Exploration Alliance with BHP Mineral Resources
In 2024, we established an exploration alliance (“Exploration Alliance”) with BHP Mineral Resources Inc.(“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States. The Exploration Alliance Agreement sets out the framework for us (acting through a wholly owned subsidiary) and BHP to explore mutually agreed “Areas of Interest” or AOIs in the United States to identify projects within those AOIs that may become 50/50 owned joint ventures. The initial AOIs are in Arizona, New Mexico, and Utah. The Alliance is for an initial term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and any subsequent funding would be on a 50/50 basis. We will provide the Exploration Alliance with access to one of its new generation Typhoon™ geophysical survey systems as well as the machine learning algorithmic software and data inversion services of CGI. In January 2025, the Exploration Alliance announced that it was conducting its first Typhoon™ survey at an area of interest in Arizona.
Other International Mineral Projects
As at December 31, 2024, our other mineral projects outside of the United States are the Alacran Project in Colombia (owned through our 62.5% interest in publicly traded company Cordoba Minerals Corp.), the Ivory Coast Project (owned through our interest in publicly traded company Sama Resources Inc. (“Sama”) and our 60% interest in a joint venture entity that directly owns the mineral titles of the project) in Ivory Coast, and the wholly owned Pinaya Project in Peru.
The Alacran Project (also known as the San Matias Project) is owned by our publicly-traded subsidiary Cordoba Minerals Corp. (“Cordoba”). At December 31, 2024, we owned 62.5% of Cordoba’s issued and outstanding shares. The Alacran Project, which is owned 50% by Cordoba and 50% by JCHX Mining Management Co., Ltd. (“JCHX”), is being developed jointly between the owners.
Alacran is located in the Municipality of Puerto Libertador, Department of Córdoba, Colombia, and is approximately 200 km north of the city of Medellín. The Alacran Project hosts the El Alacrán, Costa Azul, Montiel East, and Montiel West deposits across various mining titles. Initial capital cost is estimated to be approximately $420.4 million for the construction of a conventional truck-shovel open pit mine. The Project is anticipated to hold an after-tax Net Present Value (“NPV”) of $360 million with an Internal Rate of Return (“IRR”) of 23.8% and a payback period of 3 years. The Project’s mine life is projected to be 14.0 years in addition to the estimated two years of construction and pre-production mining, during which, freshly mined ore will be stockpiled alongside historical tailings. The estimated LOM cash costs for copper, net of by-product credits, is $1.35/lb with by-product credits at $1.31/lb, and a total estimated LOM cash cost at $2.66/lb (cash costs excludes sustaining capital).
The Ivory Coast Nickel-Copper Project in Ivory Coast is focused on the Samapleu-Grata deposits and is operated through a joint venture, the Samapleu Nickel Corporation (“SNC”), with Sama. At December 31, 2024, we directly owned 60% of the joint venture entity SNC. The Ivory Coast Nickel-Copper Project has potential for a conventional open pit mining operation supporting 86.5 million tonnes of modelled mill feed together with 1.62 million tonnes of direct shipped laterite material entirely from the Grata, Main and Extension deposits and the Sipilou Sud Laterite deposit.
The Pinaya Gold-Copper Project, owned by our 100%-owned subsidiary Kaizen, covers approximately 101 km2 of granted title, plus an additional 28 km2 under application and includes more than 10 km of underexplored strike length in southeastern Peru. The Project is an intermediate stage exploration project and includes a NI 43-101 Mineral Resource estimate contained in a NI 43-101 Technical Report titled Pinaya Gold-Copper Project, Caylloma and Lampa Provinces, Peru, NI 43-101 Technical Report, with an effective date of April 26, 2016.
Typhoon and Computational Geosciences
In addition to our portfolio of mineral projects, we own, through a wholly-owned subsidiary, patents to a proprietary geophysical mineral exploration technology known as Typhoon™. We also own a 94.3% controlling interest in a data inversion business, CGI. CGI was founded in 2010 to commercialize innovative technology developed at the University of British Columbia, Canada to improve and enhance mineral exploration.
The Typhoon™ technology allows us to cost effectively and efficiently generate geophysical images of large-scale mineral deposits to depths of one and a half kilometers or more. CGI software technology consists of sophisticated codes to process geophysical data and build three-dimensional (“3D”) subsurface images that could indicate the presence of various sulfide metals and minerals. Typhoon™ can and has been used successfully to accelerate and de-risk the exploration process enabling a higher frequency of mineral discovery and lowering total exploration costs by more quickly identifying targets for drill testing over large areas of prospective land. Typhoon™ has proven to be an important exploration tool during its deployment at the Santa Cruz Project, the Tintic Project and in Saudi Arabia.
Map: Current and historical deployment of Typhoon™
VRB Energy
We also have interests in grid scale energy storage systems utilizing vanadium redox flow technology. We own a 90.0% interest in VRB Energy Inc. (“VRB Energy”), which itself owns 100% of VRB USA Inc. (“VRB USA”), an Arizona-based business focused on the development and manufacture of grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources. VRB Energy also has a 49% interest in VRB Energy System (Beijing) Co., Ltd, a joint venture in China (“VRB China Joint Venture”) with a subsidiary of privately held Shanxi Red Sun Co., Ltd., which owns 51% of the VRB China Joint Venture. The VRB China Joint Venture manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.
Mineral Projects
Our portfolio of highly prospective mineral projects, predominantly focused on copper and other metals needed for the clean energy transition, has been assembled by Robert Friedland and his team over the past decade.
The Santa Cruz, Tintic and Hog Heaven Projects are situated in the high-quality copper producing jurisdictions of Arizona, Utah and Montana, respectively. According to the Fraser Institute’s Annual Survey of Mining Companies, Utah and Arizona rank as some of the most attractive copper mining investment jurisdictions compared to other major copper mining jurisdictions around the world.
___________
Source: Fraser Institute 2023 Investment Attractiveness
Quality Assurance/Quality Control
Throughout all of our mineral exploration properties, quality assurance and quality control (“QA/QC”) measures are in place to ensure the reliability and trustworthiness of our exploration data and results. These measures include written standard operating procedures and independent verifications of aspects such as drilling, surveying, sampling, assaying, data management, and database integrity. Appropriate documentation of QC measures and regular analysis of QC data is essential as a safeguard for project data and form the basis for the QA program implemented during exploration.
Analytical QC measures involve internal and external laboratory procedures implemented to monitor the precision and accuracy of the sample preparation and assay data. These measures are also important to identify potential sample sequencing errors and to monitor for contamination of samples.
We submit a blank, standard, or duplicate sample on every seventh sample. Sampling and analytical QA/QC protocols typically involve taking duplicate samples and inserting QC samples (certified reference material (CRM) and blanks) to monitor the assay results' reliability throughout the drill program.
Samples are securely shipped to reputable analytical laboratories with global quality management systems that meets all requirements of the international standards ISO/IEC 17025:2017 and ISO 9001:2015. The independent labs that we use have robust internal QA/QC program to monitor and ensure quality of assay and other analytical results.
United States
Santa Cruz Project, Arizona, USA (the “Santa Cruz Project”)
As used herein, references to the “Santa Cruz Initial Assessment” or “IA” is to the “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona”, by qualified persons SRK Consulting (U.S.), Inc., KCB Consultants Ltd., Life Cycle Geo, LLC, M3 Engineering and Technology Corp., Nordmin Engineering Ltd. (“Nordmin”), Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC (collectively, the “Santa Cruz Qualified Persons”), dated September 6, 2023 and still current as of December 31, 2024. It was prepared in accordance with the requirements of S-K 1300. None of the Santa Cruz Qualified Persons is affiliated with us or any other entity that has an ownership, royalty or other interest in the Santa Cruz Project. The Technical Report Summary on the Santa Cruz Project, Arizona, U.S.A. is included as Exhibit 96.1 hereto. Scientific and technical information in this section is based upon, or in some cases extracted from these reports.
Location, Infrastructure, and Access. Our exploration stage Santa Cruz Project is located in Pinal County, Arizona, 11km to the west of Casa Grande and approximately a one-hour drive, on paved roads, south of Phoenix. The Santa Cruz Project encompasses approximately 75.66 km2 of land. Santa Cruz was discovered in the 1970s but was undeveloped due to market conditions as well as fragmented title and ownership. The Santa Cruz Project centroid is approximately -111.88212, 32.89319 (WGS84) in Township 6 S, Range 4E, Section 13, Quarter C.
Map: Location of the Santa Cruz Project within the state of Arizona.
Title. The Santa Cruz Project covers 75.66 km2, including 25.79 km2 of private land, 2.6 km2 of Stockraising Homestead Act (“SRHA”) lands, 238 unpatented claims covering 19.32 km2 of U.S. Bureau of Land Management (“BLM”) land, and 16 mineral exploration permits with the Arizona State Land Department (“ASLD”) covering 27.95 km2.
In 2024, Ivanhoe Electric’s wholly owned subsidiary, Mesa Cobre, executed an agreement with Central Arizona Resources (“CAR”) for the right to acquire 100% of CAR’s option over DRH Energy, Inc. (“DRHE”) mineral title, 39 federal unpatented mining lode claims, and 3 surface parcels. This option was exercised in August 2024 and we now own, through our wholly owned subsidiary Mesa Cobre, all mineral title over the project area. Aggregate consideration was $27.9 million, of which $10.0 million was paid in August 2024, plus certain contingent obligations discussed further below.
In May 2023, we acquired 5,975 acres of surface title from Legend Property Group (now known as Wolff-Harvard Ventures). At closing, we paid a total of $34.3 million to the seller, which included $5.1 million of previously paid deposits. We also issued a secured promissory note to the seller in the principal amount of approximately $82.6 million over a period of 4.5 years. The promissory note includes an annual interest rate of prime plus 1%. As at December 31, 2024, $36.2 million of principal is remaining to be paid on the promissory note.
In February 2022, Ivanhoe Electric acquired the surface title to 20 acres in the southeast area of the Santa Cruz Project known as Skull Valley. And in May 2022, we acquired the surface title to 100.33 acres in the northeast area of the Project known as CG100. At closing for CG100 we paid $300,000, and then on each the first and second anniversaries of the
closing date we paid $300,000. On the third anniversary of the closing date, we will pay the final installment of $600,000 to release the deed from escrow.
The mineral rights to Skull Valley were acquired in February 2022 along with the surface title. The mineral rights to CG100 were acquired in May 2022 along with the surface title.
In November 2023, Ivanhoe Electric acquired 16 mineral exploration permits from ASLD, adding an additional 27.95 km2 of mineral control to the project. These permits are granted for 5-year terms provided annual renewals, renewal applications, and work commitment documentation or in-lieu fees are submitted. At the end of the 5-year term, Ivanhoe Electric can submit for a new mineral exploration permit and be “first in line” to receive another 5-year mineral exploration permit term. These permits grant us the exclusive right to explore for minerals during the permit term. Revenue generated by ASLD for these permits is used to support several public entities, including K-12 public education and State universities.
Royalty interests on the Santa Cruz Project include royalties in favor of ASARCO Santa Cruz, Inc. and Freeport Copper Company of a combined 5% NSR derived from DRHE portions of the project area, and in favor of Simmons Devcor Company of a 10% NSR on specific parcels (capped to $7 million with consumer price index calculation). In addition, six other NSR royalties in favor of several individuals encumber specified parcels of the project area with NSR royalty rates of 2%, 1%, 0.5%, 0.075%, 0.015% and 0.0125%. No royalty encumbers the entire known Mineral Resources at the Santa Cruz Project, other than the ASARCO Santa Cruz, Inc. and Freeport Copper Company royalty. The Simmons Devcor Company royalty and the several individual royalties aggregating to 2.09% encumber specified parcels of the project. NSR royalties are only payable upon production and sale of product. There are no advance royalties.
In addition, under the Option Agreement for Purchase and Sale dated August 16, 2021 between Central Arizona Resources, LLC (“CAR”) and DRHE (“Option Agreement”) as assigned by CAR to our wholly-owned subsidiary, Mesa Cobre, on October 27, 2021, there are potential additional payments to DRHE, including an “AMRC Payment” and a “Generational Payment”, to be calculated based on mineral reserves set forth in a definitive feasibility study (a “DFS”) and based on future mineral production. The AMRC Payment, if any, will be equal to $0.015 per pound of copper for every pound of additional mineable reserve copper over 2 billion pounds, as determined by the DFS, payable in five equal annual installments commencing one year following the commencement of commercial mining operations. The decision to proceed with commercial mining operations shall be at the sole discretion and determination of Mesa Cobre. The Generational Payment, if any, will be equal to $0.015 per pound of copper (adjusted based on a price index) for every pound of copper produced over and above the copper reserves estimate in the DFS. Pursuant to the Option Agreement, Mesa Cobre has committed to prepare the DFS no later than August 16, 2027, granted DRHE a right to elect to receive all or any portion of such future payments in the Company’s common stock at a 10% discount to the 5-day volume weighted average price, registration rights and is subject to indemnification obligations.
Map: Ivanhoe Electric Surface Rights of the Santa Cruz Project.
Map: Ivanhoe Electric Mineral Rights of the Santa Cruz Project.
History. The first discovery of copper mineralization in the Santa Cruz Project area occurred in February 1961 by geologists from the American Smelting and Refining Company (“ASARCO”). They proceeded with preliminary geophysical surveys that same year, including IP, resistivity, seismic reflection, and magnetics. Upon positive results from the geophysical surveys, a small drill program of six holes was funded, with the last hole being the first to intersect the significant mineralization that became known as the ‘West Orebody’ and, in time, the Sacaton open pit mine which lies approximately 8 km to the northeast of the center of the Santa Cruz Project.
ASARCO expanded exploration efforts across the Casa Grande Valley and in 1964 the first hole was drilled on what is now the Santa Cruz Project. By May 1965, seventeen drill holes were completed without similar success, and ASARCO reduced its land position. Subsequent reviews in 1970-1971 deemed the Santa Cruz Project worth renewed exploration activity. Following the initiation of the Santa Cruz Joint Venture (“SCJV”) between ASARCO Santa Cruz, Inc. and Freeport McMoRan Copper & Gold Inc. in 1974, additional ground was acquired around the Santa Cruz North deposit. By this time, various joint ventures, as noted below, had staked considerable ground over and around what would eventually be the Casa Grande West (now Santa Cruz) deposit.
In 1973, David Lowell put together an exploration program called the Covered Area Project (“CAP”) that was funded first by Newmont Mining, then, in succession, by a joint venture between Newmont and Hanna Mining, then Hanna with Getty Oil Corp. and Quintana Corp.; though both Quintana and Newmont would pull out of the project before any discoveries were made. By 1974 over 120 holes were drilled at 20 projects across Southwestern Arizona, with a focus on the Santa Cruz system. Drilling under the CAP program continued through to 1977, at which point Hanna Mining took over as operator under a joint venture with operation funding from Getty Oil Corp. Between 1977 and 1982, Hanna-Getty advanced a tight spaced drill program that delineated an estimated 500 Mt of 1% Cu at Casa Grande West, and countless exploration holes in the surrounding Casa Grande Valley.
In 1986, the Bureau of Mines obtained Congressional approval and funding to study in situ copper mining. In 1988, the Santa Cruz deposit was selected for this research project sponsored by a joint venture program between landowners ASARCO Santa Cruz Inc. and Freeport McMoRan Copper & Gold Inc., and the US Department of the Interior, Bureau of Reclamation. The in-situ testing began in February 1996, but research funding was halted in October 1997 due to a change from Congress.
Property Condition and Stage of Development. The Santa Cruz Project is an exploration stage project without mineral reserves. No mining activity has ever taken place on the land constituting the Santa Cruz Project. There is no mine in production at the project. There is currently no significant equipment, infrastructure or facilities at the Santa Cruz Project, and no mine development or operating equipment at the project site.
Existing and past land uses in the Santa Cruz Project area and immediately surrounding areas include agriculture, residential home development, light industrial facilities, and mineral exploration and development. Some dispersed recreation occurs in the area. The climate is dry, and most of the Santa Cruz Project area is flat, sandy, and sparsely vegetated. Portions of the Santa Cruz Project area are in the 100-year flood plain. Within the Santa Cruz Project area, approximately 85 acres of land located 1.2 km north of the intersection of N. Spike Road and W. Clayton Road was used during an in situ leaching project in 1991.
We have a large private land package covering the Santa Cruz Project area and area of known mineralization. The ability to operate on private land has the potential to reduce lengthy permitting timelines that result from federal permitting processes. The precise list of permits required to authorize the construction and operation of the Santa Cruz Project will be determined as the mining and processing methods are designed.
Permitting and encumbrances. Current exploration is conducted on private land. Royalties are discussed above, under “Title”. Current permits are listed in the Table below.
Table. Current permits for the Santa Cruz Project.
| Permit Name | Agency | Status | Renewal Date | Requirements | Violations |
|---|---|---|---|---|---|
| Dust Control Permit<br>DUSTW-22-0292 | Pinal County Air Quality Control District (PCAQCD) | Approved | 05/20/2025 | Daily inspections; limit vehicle access to work areas; reduce vehicle speeds; water disturbed areas; apply stabilizers as needed; concurrent reclamation; install track-out devices as needed. | No Violations |
| Non-exempt Well Permit No. T-930301 Well Registration No. 55-930301 (MW-09) | Arizona Department of Water Resources | Approved | N/A | Approval to withdraw groundwater from a well under authorized Type 1 groundwater right No. 58-110104.0004. Maximum pumping capacity: 350 gallons per minute; maximum annual volume: 9.4 acre ft. Permittee shall monitor withdrawals and report the total amount withdrawn on an Annual Water Withdrawal and Use Report. | No Violations |
| NOI AZPDES Stormwater General Construction Permit AZCN96111 | Arizona Dept. of Environmental Quality | Approved | 06/30/2025 | Stormwater Pollution Prevention Plan in place; monthly inspections | No Violations |
| Santa Cruz Mine Major General Plan Amendment DSA-24-00003 | City of Casa Grande | Approved | N/A | Resolution No. 5273.29 - Land use designation of +/- 2.898 acres was changed from Neighborhoods to Manufacturing/Industry | No Violations |
| Temporary Use Permit DSA-22-00200 | City of Casa Grande | Approved | 11/08/2025 | N/A | No Violations |
| --- | --- | --- | --- | --- | --- |
| Floodplain Use Permit FUP2206-165 | Pinal County | Approved | N/A | Existing grades within the area of disturbance shall be restored per the reclamation plan. | No Violations |
| Special Flood Hazard Area Permit - CDP-23-01296 | City of Casa Grande | Approved | 11/08/2025 | Existing grades within the area of disturbance shall be restored per the reclamation plan. Stormwater shall be managed per the Stormwater Pollution Prevention Plan. | No Violations. |
| Special Flood Hazard Area Permit - CDP-24-01218 | City of Casa Grande | Approved | 11/08/2025 | Existing grades within the area of disturbance shall be restored per the reclamation plan. Stormwater shall be managed per the Stormwater Pollution Prevention Plan. | No Violations |
| Temporary Use Permit - (Non-SFHA) - DSA-23-00116 | City of Casa Grande | Approved | 11/08/2025 | Existing grades within the area of disturbance shall be restored per the reclamation plan. Stormwater shall be managed per the Stormwater Pollution Prevention Plan. | No Violations |
| Temporary Use Permit - (Non-SFHA) - CDP-24-01233 | City of Casa Grande | Approved | 11/08/2025 | Existing grades within the area of disturbance shall be restored per the reclamation plan. Stormwater shall be managed per the Stormwater Pollution Prevention Plan. | No Violations |
| Planned Area of Development (PAD) Amendment | City of Casa Grande | Approved | N/A | Ordinance No. 1178.287.01 - Zoning amended to allow for mining activities on approximately 3,323 acres of land for the Santa Cruz Project. | N/A |
| Exploration Drilling Reclamation Plan | Arizona State Mine Inspector (ASMI) | Approved | 12/31/2025 | Maximum extent of surface disturbance to be left unreclaimed at any one time during exploration operations is 20.0 acres. | N/A |
The information and the table below identifies the major permits and approvals that we will need to obtain either prior to the construction or before start-up of the mine and processing plant(s). The permits listed are not meant to be all-inclusive and cover only the major permits required for the mine and processing plant that are known at the current time. Design information is in progress.
| Major Permits or Approvals | Issuing Agency |
|---|---|
| Dust Control and Class II Air Quality Permits | Pinal County Air Quality Control District |
| Aquifer Protection Permit | Arizona Department of Environmental Quality |
| Mine Land Reclamation Plan Approval | Arizona State Mine Inspector |
| 45-513 Groundwater Withdrawal Permit | Arizona Department of Water Resources |
| Recycled Water Discharge Permit | Arizona Department of Environmental Quality |
| Major Site Plan Approval | City of Casa Grande |
| Class V Underground Injection Control Permit | Ppl |
Class V Underground Injection Control (“UIC”) Permit. A UIC permit is administered by Region 9 of the EPA under the federal Safe Drinking Water Act but the issuance of a Class V UIC permit, which is what the project would
require for paste backfill, is “authorized by rule”. “Authorized by rule” means that an injection well may be operated without a permit as long as the owners or operators, submit inventory information to their permitting authority and verify that they are authorized to inject, operate the wells in a way that does not endanger underground sources of drinking water (“USDW”), and properly close their Class V well when it is no longer being used. After reviewing an owner or operator’s inventory information the permitting authority may determine that an individual permit is necessary to prevent USDW contamination. The technical information to support a UIC application is extensive and requires significant data on subsurface geology and hydrology. Detailed design would be needed and much of the data requirements would overlap with the Arizona Aquifer Protection Permit (below).
Dust Control and Air Quality Permits. Emissions of fugitive dust caused by activities that disturb the soil, such as earthmoving, vehicular/equipment traffic on unpaved surfaces, project activities disturbing unpaved services and wind require a dust control permit from the Pinal County Air Quality Control District (“PCAQCD”). Dust caused by vehicles traveling on unpaved roads, construction and wind events create a type of air pollution called particulate matter. Rules and regulations have been adopted to limit the amount of particulate matter produced by certain types of activities. A permit is submitted annually through the online portal to cover the exploration activities. A separate dust control permit will be submitted for the commencement of mining operations.
As the project is anticipated to have the potential to create emissions of regulated air pollutants above a minimum threshold during the mining phase for the processing plants, a final permit from PCAQCD must be obtained before construction begins. The permit application would identify emission sources, emission controls and other relevant information. Development of a dispersion model to estimate impacts to background ambient air quality from project emission may be required. The permitting process includes a 30-day public comment period, and the time needed by PCAQCD to complete the technical review depends on the complexity of the project. We anticipate the permit could be obtained within 12 months of application submittal but will be dependent on the category of permit needed and the agency backlog at the time of submittal.
Aquifer Protection Permit (“APP”). During mine commercial operations, unless specifically exempted or designed, constructed and operated so that there will be no migration of pollutants directly to the aquifer or to the vadose zone, mine facilities such as surface impoundments, waste rock or overburden disposal units, tailings impoundments, and leaching facilities are generally considered to be discharging facilities and must be operated pursuant to either an individual APP or general permit. For facilities during decline development, we believe a Type 2.02 General APP Permit would be required. For full project operations, we anticipate that an Individual (as opposed to General) permit would be required and that a public hearing would be held. Technical information to support an APP application is extensive and requires that facility design be advanced to the point that the potential for impacts to groundwater quality can be adequately assessed. Arizona Administrative Code R18-1-525 limits the time for a complex Individual APP with public hearing to 329 business days. This time could be extended if the application review identifies additional information that is required to be submitted or if agency backlog is high at the time of submittal. We anticipate being able to obtain this information within 24 months of developing the permit application.
Mined Land Reclamation Plan Approval. All surface facilities must be reclaimed and a reclamation plan must be developed to describe the methods and the schedule for reclamation. In addition, a reclamation bond, the costs for a third-party to complete the reclamation, must be estimated. The reclamation plan and reclamation cost estimate must be provided to the Arizona State Mine Inspector for approval, a process expected to take 120 days. Financial assurance must also be secured by means of a surety bond, certificate of deposit, cash deposit and corporate guarantee, to ensure that the funds are available to complete reclamation in the event of operator default. The Santa Cruz Project is currently operating under an Exploration Drilling Reclamation Plan that has been approved by the Arizona State Mine Inspector. A Mined Land Reclamation Plan (“MLRP”) for full operations will be completed and submitted for approval prior to construction of the project.
45-513 Dewatering Permit. The Santa Cruz Project is located within the Pinal County Active Management Area and will require a permit to withdraw groundwater for dewatering purposes. Per Arizona Revised Statute 45-513, a person who is engaged in or proposes to engage in the extraction and processing of minerals shall be issued a dewatering permit for the beneficial use of the land for mineral extraction, for metallurgical processing, and for compliance with applicable environmental controls. Licensing time frames for a 513 dewatering permit include administrative completeness and substantive reviews with a public hearing for a total duration of 100 to 245 days.
Recycled Water Individual Permit. A Recycled Water Individual Permit is required for treatment and reuse of industrial reclaimed water. In the event the Santa Cruz Project has excess water, and the water must be treated prior to redistribution per the regulated priority uses, a Recycled Water Individual Permit must be issued by the Arizona
Department of Environmental Quality. Per the Arizona Administrative Code R18-9-7, licensing timeframes for permit approval can run anywhere from 186 to 294 business days.
City/County Zoning Changes. The Santa Cruz Project would be required to undergo the City of Casa Grande Entitlement Process in order to rezone the area from a “Planned Area of Development” designation to an “Industrial” designation. In accordance with the provisions of the Arizona Revised Statutes, the city council may from time to time change the zoning of parcels within the municipality. These changes in zoning classification are for the purpose of meeting the land use needs of the residents of the city in conformance with the city's general plan. A Major General Plan Amendment Application must be submitted and approved prior to a rezoning petition. The Major General Plan Amendment for the Santa Cruz Project has been approved. The Planned Area of Development (“PAD”) Amendment must be submitted after the Major General Plan Amendment approval is received. Once the PAD amendment is approved, a Major Site Plan must be submitted and approved prior to commencement of construction activities. The Major Site Plan and rezoning process both require a public hearing process and can be expected to take up to 250 days for final approval.
The Migratory Bird Treaty Act prohibits “Take” without prior authorization by the U.S. Fish and Wildlife Service (USFWS). This includes “Incidental Take” which is harming or killing resulting from, but is not the purpose of, carrying out an otherwise lawful act. Santa Cruz has implemented beneficial practices in accordance with USFWS Nationwide Standard Conservation Measures which include employee education, preconstruction surveys, nest monitoring, and avoidance of active nests. This may affect access points and the ability to perform work on the property. There are no known occurrences of federally listed threatened and endangered species and there are no planned impacts to potential federally regulated waters of the U.S. Portions of the Project site are a known nesting area for burrowing owls protected under the Migratory Bird Treaty Act and US Fish and Wildlife. Beneficial practices to avoid and minimize impacts to birds have been and will continue to be implemented as the Project develops.
The foregoing is intended to identify the major, or long-lead time, permits and approvals, and is not exhaustive. Additional permits or authorizations will be required. However, additional permit requirements and approvals are not anticipated to require extensive technical detail or review and lengthy issuance timelines.
These additional permits may include:
•Hazardous materials permits
•Solid or hazardous waste permits
•City/County building permits, utility permits, road access permits
•City/County Special Use permit or Development Plan approval
•Floodplain use permit
•Stormwater permit
•Septic or sewage treatment permit
•Onsite landfill permit
•Potable water system permit
•Threatened or endangered species consultation
•Cultural resources consultation
Numerous large mine operations have been permitted in Arizona, and specifically in Pinal County where the Santa Cruz Project is located. Given the prevalence of copper mining, these jurisdictions have developed regulatory programs that have well-defined permitting requirements and that are relatively predictable in terms of the permitting process and associated timelines, although we cannot provide assurance that all permits will be received.
Geological Setting, Mineralization and Deposit Types. The Santa Cruz Project lies along a northwest to southeast trending, approximately 600 km long porphyry copper belt that includes many productive deposits such as Mineral Park, Bagdad, Globe-Miami, and the neighboring Sacaton. These deposits lie within the Basin and Range province that covers most of the southwestern United States and northwestern Mexico. The porphyry copper deposits within this trend are the product of igneous activity during an approximately 80 Ma to 50 Ma orogenic event that involved northeast-directed subduction and a northwest-southeast-striking magmatic arc. During Basin and Range tectonic extension, porphyry copper systems were dismembered, tilted and buried beneath basinal deposits that now fill the Casa Grande Valley. Prior to concealment, the porphyry systems of Arizona experienced supergene enrichment events that make them economically significant deposits.
The Santa Cruz system (comprising the Santa Cruz, Texaco, Park-Salyer, and Sacaton deposits) represents one or more large, Laramide-aged porphyry copper systems that were subsequently enriched by supergene processes. Supergene enrichment is a mineral deposition process in which near-surface oxidation produces acidic solutions that leach metals, carry them downward, and reprecipitate them, thus enriching sulfide minerals already present. Sometime following the
development of supergene mineralization, the Santa Cruz system was dismembered, displaced, and eventually buried as a result of Basin and Range extensional tectonism.
Mineralization at the Santa Cruz Project is generally divided into three main types:
•Primary hypogene sulfide mineralization: chalcopyrite, pyrite, and molybdenite hosted within quartz-sulfide stringers, veinlets, veins, vein breccias, and breccias as well as fine to coarse disseminations within vein envelopes associated with hydrothermal porphyry-style mineralization. Hypogene mineralization appears to be the most concentrated within the Southwest Exploration Area, Texaco Ridge Exploration Area, and Texaco Deposit areas based on Ivanhoe Electric drill holes.
•Secondary supergene sulfide mineralization: dominantly chalcocite which rims primary hypogene sulfides and completely replaces hypogene mineralization. Other sulfides that fall within this category include lesser bornite and covellite as well as djurleite and digenite which have been identified by historic XRD analyses. Supergene sulfide mineralization developed as sub-horizontal domains, known as “chalcocite blankets”, within the phreatic zone (below the paleo water table). They result from the weathering, oxidation, and leaching of sulfides under oxidizing conditions in the vadose zone (above the water table) and the transport and re-precipitation of copper sulfides in a more reducing environment below the water table.
•Secondary supergene “oxide” mineralization: chrysocolla (copper silicate) with lesser dioptase, tenorite, cuprite, copper wad, and native copper, and as copper-bearing smectite group clays. This mineralization style resides immediately above supergene sulfide mineralization near the paleo water table. Superimposed in-situ within the copper oxide zone is atacamite (copper chloride) and copper sulfates (e.g., antlerite, chalcanthite). Atacamite accounts for much of the copper grades within the oxide zone and requires formation of a brine to precipitate.
Exploration and Drilling. Ivanhoe Electric initiated our exploration on the Santa Cruz project with a twin hole program in 2021 to validate historical drill data and produce an initial Mineral Resource Estimate in 2021 (December 8, 2021) and accompanying Technical Report Summary (June 7, 2022). Further exploration in 2021 – 2022 included (i) geophysical surveys, comprising ground gravity, ground magnetics, Typhoon™ three-dimensional Perpendicular Pole Dipole Induced Polarization (“3D PPD IP”), refraction, and passive seismic, and a combination of diamond drill and rotary drilling totaling 88 holes and approximately 55,291 m. Exploration drilling in 2023 included a combination of diamond drill, rotary, and sonic drilling totaling 94 holes and approximately 68,300 m.
Exploration drilling in 2024 focused on the Texaco deposit and the Southwest Exploration Area with eight drill holes totaling approximately 8,700 meters completed. See 2024 Exploration Sampling Method and Table 1 below. Both drilling campaigns were guided by previous Typhoon™ surveys. Exploration drilling in the Southwest Exploration Area included four drill holes. The Southwest Exploration Area was recognized after the Company drilled an anomaly generated by Typhoon™ and intersected sulfide copper mineralization under cover more than one kilometer southwest of the Santa Cruz deposit. The deposits for the Santa Cruz Project are expected to have an updated Mineral Resource estimate as part of the Santa Cruz Project Preliminary Feasibility Study expected to be completed by the end of the second quarter of 2025. At December 31, 2024, Ivanhoe Electric has drilled over 249 holes totaling over 125 km length within the Santa Cruz Project area.
2024 Exploration Sampling Method
2024 exploration drilling and sampling are not included in the 2023 Initial Assessment. Sample intervals are planned on a half meter to two-meter-long basis in areas with good drill recovery (>70% recovery), with two-meter-long samples being the most common. In areas of poor drill recovery (<70% recovery), sample intervals are planned from run block-to-run block, for a maximum length equivalent to the maximum length of a drill run (10.5-feet; 3.2-meters). If two drill runs occur back-to-back with poor recovery, they may be combined into a single sample if the total recovered length of either run is less than half of one meter. Sample labels are custom printed and follow the labeling convention of the Hole ID with a three-digit sample identifier (e.g., SCC-139_001). Sampling books utilize a unique six-digit unique identifier.
Samples collected in 2024 were cut lengthwise in half, using the NTT Coresaw™ brand diamond-bladed saw. Each sample consisted of one-half of the split drill core, which was placed in an 8mm thick 18” x 24” plastic sample bag labeled with the sample number and a sample tag affixed to the outside of the plastic bag. The plastic sample bags were then placed in super sacks on pallets for transport to the laboratory facility.
Table 1 below details the eight 2024 Santa Cruz exploration drill holes with number of samples, total length of samples/assays, total drill hole length, lithology, and key geologic properties.
| 2024 Exploration Drilling | Number of Samples/ Assays | Sum of Sample Lengths (m) | Total Drill hole Length (m) | Lithology (with increasing depth) | Target | Key Geologic Properties |
|---|---|---|---|---|---|---|
| SCC-236 | 162 | 282.65 | 1123.80 | Whitetail Conglomerate, Oracle Granite, Diabase, Porphyry | Southwest Exploration Area | Intermittent intercepts of copper mineralization as secondary copper sulfides |
| SCC-238 | 134 | 243.52 | 1023.52 | Whitetail Conglomerate, Basal Conglomerate, Oracle Granite, Diabase, Porphyry | Southwest Exploration Area | Exhibited copper mineralization at Typhoon geophysical target as secondary copper sulfides |
| SCC-242 | 159 | 307.71 | 1149.71 | Gila Conglomerate, Whitetail Conglomerate, Apache Leap Tuff, Basal Conglomerate, Oracle Granite, Porphyry | Texaco Deposit | Validated mineralization on northeast limit of Texaco as primary and secondary copper sulfides |
| SCC-244 | 57 | 102 | 1167.38 | Whitetail Conglomerate, Oracle Granite, Diabase, Porphyry | Southwest Exploration Area | Intermittent intercepts of copper mineralization as secondary copper sulfides |
| SCC-245 | 33 | 58.04 | 1114.04 | Whitetail Conglomerate, Apache Leap Tuff, Mafic Conglomerate, Oracle Granite, Porphyry, Diabase | Texaco Deposit | Refined northeastern limit of Texaco mineralization |
| SCC-246 | 72 | 133.15 | 924.15 | Whitetail Conglomerate, Oracle Granite, Porphyry | Southwest Exploration Area | Intermittent intercepts of copper mineralization as secondary copper sulfides |
| SCC-248 | 256 | 474.18 | 1091.18 | Whitetail Conglomerate, Basal Conglomerate, Oracle Granite, Porphyry | Texaco Deposit | Extended Texaco mineralization north as secondary and primary sulfides |
| SCC-249 | 140 | 239.87 | 1104.29 | Whitetail Conglomerate, Basal Conglomerate, Oracle Granite, Porphyry | Texaco Deposit | Validated mineralization on northeast limit of Texaco as primary and secondary copper sulfides |
| Grand Total | 1,013 | 1841 | 8,698.07 |
Sampling, Analysis and Data Verification. The sampling procedures for the IA include specific gravity measurements, geotechnical logging, photography (dry and wet), geological logging, and then sampling. Drill core was cut lengthwise, either in half or in quarters, using an NTT brand diamond bladed saw or a Husqvarna table saw. The sample consisted of one half or one quarter of the core which was placed in a plastic sample bag labeled with the sample number and the sample bag. samples were analyzed at one of four independent laboratories: Skyline Laboratories located in Tucson, AZ, USA; SGS Laboratories located in Burnaby, BC, Canada, SGS Lakefield, ON, Canada for SEQ Analysis; or American Assay Laboratories located in Sparks, NV, USA. All samples sent through SGS Laboratories were prepped at SGS Burnaby, BC, Canada. At the time, all assay labs were well established and recognized assay and geochemical analytical services companies and are independent of IE. All four laboratories are recognized by the International Standard demonstrating technical competence for a defined scope and the operation of a laboratory quality management system (ISO 17025). The Company submitted a blank, standard, or duplicate sample on every seventh sample. Sampling and analytical Quality Assurance/Quality Control protocols typically involve taking duplicate samples and inserting Quality Control samples (certified reference material and blanks) to monitor the assay results' reliability throughout the drill program.
Nordmin and Met Engineering, both Qualified Persons for the Santa Cruz Initial Assessment, are not aware of any drilling, sampling, or recovery factors that could materially impact the accuracy and reliability of the results. In the opinion of Nordmin and Met Engineering, the drilling, core handling, logging and sampling procedures meet or exceed industry standards and are adequate for the purpose of Mineral Resource estimation.
The authors of the IA consider the QA/QC protocols in place for the Santa Cruz Project to be acceptable and in line with standard industry practice. Based on the data validation and the results of the standard, blank, and duplicate analyses, the authors are of the opinion that the assay and specific gravity databases are of sufficient quality for Mineral Resource estimation for the Santa Cruz Project.
Mineral Resources. The December 31, 2022, Mineral Resource Estimate (“MRE”) set forth in the IA was prepared by Nordmin and includes a detailed geological and structural re-examination of the Santa Cruz, East Ridge, and Texaco Deposits. Nordmin has also confirmed that the MRE remained accurate as of December 31, 2024.
The Santa Cruz Deposit MRE benefits from approximately 116,388 meters of diamond drilling in 129 drill holes, the East Ridge Deposit MRE has 18 holes totaling 15,448 m, and the Texaco Deposit MRE has 23 drill holes totaling 21,289 m. All drill holes were completed from 1964 to 2022. Drilling in 2023 and 2024 was predominantly to further define the resource.
Diamond drill hole samples were analyzed for total Cu and acid soluble Cu using Atomic Absorption Spectroscopy ("AAS"). A decade after initial drilling, ASARCO re-analyzed select samples for cyanide soluble Cu (AAS) and molybdenum (multi-element ICP-MS). The Company currently analyzes all samples for total Cu, acid soluble Cu, cyanide soluble Cu, and molybdenum. Due to the re-analyses to determine cyanide soluble Cu within historic samples, there are instances where cyanide soluble Cu is greater than total Cu. It has been determined that the historic cyanide soluble assays are valid as they align with recent assays in 2022 drill holes.
Table: In Situ Santa Cruz Project Mineral Resource Estimates as at December 31, 2024 and December 31, 2023,
at 0.70% Cu cut-off for Santa Cruz, 0.80% Cu cut-off for Texaco, and 0.90% Cu Cut-off for East Ridge
| Classification | Deposit | Mineralized Material (ktonne) | Total<br><br>Cu % | Total<br><br>Soluble<br><br>Cu % | Total Cu (ktonne) | Total<br><br>Soluble<br><br>Cu (ktonne) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Indicated | Santa Cruz (0.70% COG) | 223,155 | 1.24 | 0.82 | 2,759 | 1,824 | ||||||
| Texaco (0.80% COG) | 3,560 | 1.33 | 0.97 | 47 | 35 | |||||||
| East Ridge (0.90% COG) | — | — | — | — | — | |||||||
| Inferred | Santa Cruz (0.70% COG) | 62,709 | 1.23 | 0.92 | 768 | 576 | ||||||
| Texaco (0.80% COG) | 62,311 | 1.21 | 0.56 | 753 | 348 | |||||||
| East Ridge (0.90% COG) | 23,978 | 1.36 | 1.26 | 326 | 302 | |||||||
| Total | ||||||||||||
| Indicated | All Deposits | 226,715 | 1.24 | 0.82 | 2,807 | 1,859 | ||||||
| Inferred | All Deposits | 148,998 | 1.24 | 0.82 | 1,847 | 1,225 |
Source: Nordmin, 2023
Notes on Mineral Resources
•k=thousand; t=tonne; Cu=copper; M=million; lb=pounds; CoG or COG=cut-off grade; and d=day.
•The Mineral Resources in this estimate were independently prepared, including estimation and classification, by Nordmin Engineering Ltd. and in accordance with the definitions for Mineral Resources in S-K 1300.
•Mineral resources that are not mineral reserves do not have demonstrated economic viability. This estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
•Verification included multiple site visits to inspect drilling, logging, density measurement procedures and sampling procedures, and a review of the control sample results used to assess laboratory assay quality. In addition, a random selection of the drill hole database results was compared with the original records.
•The Mineral Resources in this estimate for the Santa Cruz, East Ridge, and Texaco deposits used Datamine Studio RMTM software to create the block models.
•The Mineral Resources are current to December 31, 2024.
•Underground-constrained Mineral Resources for the Santa Cruz deposit are reported at a CoG of 0.70% total copper, Texaco deposit are reported at a CoG of 0.80% total copper and East Ridge deposit are reported at a CoG of 0.90% total copper. The CoG reflects total operating costs to define reasonable prospects for eventual economic extracted by conventional underground mining methods with a maximum production rate of 15,000 t/d. All material within mineable shape-optimized wireframes has been included in the Mineral Resource. Underground mineable shape optimization parameters include a long-term copper price of $3.70/lb, process recovery of 94%, direct mining costs between $24.50 to $40.00/processed tonne reflecting various mining method costs (long hole or room and pillar), mining general and administration cost of $4.00/t processed, onsite processing and solvent extraction and electrowinning (“SX/EW”) costs between $13.40 to $14.47/t processed, offsite costs between $3.29 to $4.67/t processed, along with variable royalties between 5.00% to 6.96% net smelter royalty (“NSR”) and a mining recovery of 100%.
•Specific gravity was applied using weighted averages by deposit sub-domain.
•All figures are rounded to reflect the relative accuracy of the estimates, and totals may not add correctly.
•Excludes unclassified mineralization located along edges of the Santa Cruz, East Ridge, and Texaco deposits where drill density is poor.
•Reported from within a mineralization envelope accounting for mineral continuity.
•Total soluble copper means the addition of sequential acid soluble copper and sequential cyanide soluble copper assays. Total soluble copper is not reported for the primary domain.
The Santa Cruz Project did not have any Mineral Reserves as at December 31, 2024.
Mineral Processing and Metallurgical Testing. Metallurgy and processing test work were directed by Met Engineering LLC and conducted at McClelland Labs in Sparks, Nevada. McClelland Labs is recognized by the International Accreditation Service (“IAS”) for its technical competence and quality of service and has proven that it meets recognized standards. The studies are ongoing. Study focus has been on:
•Confirming total copper recovery of the leach-float flow sheet proposed by historical operator, CGCC, circa 1980, on Exotic, Oxide and Chalcocite mineral domains.
•Investigating heap leaching of Exotic, Oxide and Chalcocite mineral domains. The test program for heap leaching is in progress. Initial column leach testing progress is below.
Agitation leach tests undertaken in mid-2022 verified historical test results and after adjusting the particle size distribution, acid-soluble copper recovery of 92% was achieved. Ivanhoe Electric subsequently conducted a leach-float test program in which the same mill composite sample used in prior testing was subjected to the standard leach procedure developed earlier in the year. Three standard leach tests were conducted, each subjected to different grind sizes. The studies support achieving up to 94% total copper recovery with the leach-float circuit at the Santa Cruz deposit. Further, the studies support that a smelter saleable concentrate could be produced without any penalties grading 48% total copper and 23% sulfur.
One phase of column leaching tests was performed on two composite samples representing oxide and chalcocite mineral domains in the upper ore. There were no solution flow issues or operational issues in any of the column cells. Estimated copper recoveries and extraction rates on the two column cells cured with a chloride dopant were 98% and 94% copper and 70 and 63 days, respectively.
There are some factors to follow up on with future testing to ensure all processing factors are effectively investigated. These are confirmation of corrosion resistant materials and linings for the thickeners in the counter-current-decantation system for pregnant leach solution recovery and studying sulfide flotation with expected process water chemistry at the site. Otherwise, there are no deleterious elements that could have a significant effect on economic extraction.
Mining Methods. The Project is currently not being mined. Mineral Resources are stated for three deposits: Santa Cruz, Texaco, and East Ridge. For mine planning work, only the Santa Cruz and East Ridge deposits were evaluated.
The Santa Cruz deposit is located approximately 430 to 970 meters below the surface. Based on the mineralization geometry and geotechnical information, an underground longhole stoping (“LHS”) method is suitable for the Oxide and Chalcocite-enriched domains within the deposit. The Santa Cruz deposit would be mined in blocks where mining within a block occurs from bottom to top with paste backfill (“PBF”) for support. A sill pillar is left in situ between blocks.
Within the Santa Cruz deposit, there is an Exotic domain located approximately 500 to 688 meters below the surface and to the east of the main deposit. The Exotic domain consists of flatter lenses that are more amenable to drift and fill (“DAF”) mining. Cemented waste rockfill would be used for support. The backfill would have sufficient strength to allow mining of adjacent drifts without leaving pillars.
The East Ridge deposit is approximately 380 to 690 meters below the surface and to the north of the main Santa Cruz deposit. The East Ridge deposit consists of two tabular lenses and would be mined using DAF with cemented waste rock backfill for support.
The mine would be accessed by dual decline drifts from surface, with one drift serving as the main access and the other as a railveyor drift for material handling. Mineralization would be transported from stopes via loader to an ore pass system and then to surface by the railveyor. Main intake and exhaust raises would be developed with conventional shaft sinking methods to provide air to the mine workings. The mine would target a combined production of 15,000 t/d from the Santa Cruz and East Ridge deposits.
Portal box cut is assumed in the IA to start in 2026. Decline and railveyor activities begin in 2027 through to 2028 to access the top portion of the mine. Decline and railveyor resumes in 2033 to access the bottom of the mine. Stoping begins in 2029 with a 1 year ramp-up period until the mine and plant are operating at full capacity. The currently defined mine life is approximately 3 years of construction and 20 years of production.
Using historical data and the results of recent hydrogeologic testing, the hydrogeological conceptual site model was updated and the groundwater flow model was developed. The groundwater flow model was used to evaluate multiple passive and active dewatering scenarios for the proposed mine plan. With an active dewatering scenario pumping approximately 3,000 gallons per minute (“gpm”) for the first two years of life of mine (“LoM”), the model shows that the annual average residual passive inflows for the first 10 years of the mine are at or below 12,000 gpm. From year 11 through 25 of LoM, the residual passive inflows range from approximately 15,000 to 18,000 gpm.
Figure: Completed Mine Plan
The table below summarizes the total tonnage and grades within the proposed mine plan.
Table: Mine Plan Summary
| Classification | Domain | Tonnage (kt) | Total<br>Soluble<br>Cu (%) | Acid<br> Soluble<br>Cu (%) | Cyanide <br>Soluble<br> Cu (%) |
|---|---|---|---|---|---|
| Indicated | Total | 74,713 | 1.64 | 1.07 | 0.39 |
| Inferred | Total | 25,530 | 1.60 | 0.99 | 0.48 |
| Indicated + Inferred | Total | 100,244 | 1.63 | 1.05 | 0.41 |
Source: SRK, 2023
Note:4.94 Mt of marginal material at a grade of 0.56% is not included in this table.
The IA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this initial economic assessment will be realized, including whether the mine would be developed as set out in the IA.
Recovery Methods. The Santa Cruz Project processing facility would recover copper by conventional weak sulfuric acid agitated leaching of the oxide mineralized material, and by sulfide flotation of the residue produced after leaching. Leached oxide copper would be processed through SX/EW to produce high purity copper cathodes. Sulfide copper and by-product precious metals would be recovered in copper flotation mineral concentrate. Copper concentrates would be of suitable quality to be sold to a domestic or international copper smelters.
The following process flow diagram illustrates the potential sequence of operations to recover copper in the Santa Cruz plant. This flowsheet provides the basis for the process description that follows.
Figure. Santa Cruz IA processing flowsheet showing the production of both copper cathode from copper oxide mineralization and copper concentrate from copper sulfide mineralization.
Source: M3, 2023
The nominal capacity of the mill process would be 5.475 million tonnes per year (“Mt/y”). Process availability factors include both the mechanical availability and the use of this mechanical availability. For the design, an availability factor of 92% was used throughout the plant because the primary and secondary grinding lines have a single ball mill in each.
The currently proposed mine plan for the Santa Cruz Project is based on a 365-day calendar year. The yearly mine production tonnage would vary from 4.0 million tonnes (“Mt”) at the start of production to a high of 5.9 Mt in Year 5 of production.
The mass balance was developed for the Santa Cruz process using MetSim mass balance software. The process simulation used overall recoveries of 96% for the acid soluble copper as cathode copper and 93% for the sulfide copper into concentrate.
Project Infrastructure. The Santa Cruz Project has excellent existing infrastructure including access to roads and interstate highways, railroads, power lines, and an abundant supply of water from dewatering operations and water rights associated with the private land constituting portions of Project. The Santa Cruz Project owns sufficient fee simple land to allow for all surface infrastructure including the process facility, Tailings Storage Facility (“TSF”), offices borrow pit, and other related mine structures.
Interstate highways near the Project (<10 km) are Interstate 8 and Interstate 10. The Union Pacific/Southern Pacific (“UPSP”) rail borders the northern edge of the Santa Cruz Project and the BNSF rail has a spur and terminal in Phoenix, Arizona.
Figure. Santa Cruz IA site layout, requiring approximately one-third of the total land package for the mine, plant, process, tailings storage facilities and on-site generation of solar power.
Tailings Storage Facility. A significant portion of the mined material would be returned underground as backfill in the mine. Backfill is used to fill voids created during mining. By returning tailings as paste backfill underground, the size and impact of the surface Tailings Storage Facility (“TSF”) will be reduced.
The TSF is proposed to be located on relatively flat terrain directly east of the plant site and sited to avoid: the underground ore body outline; mine’s infrastructure; and the 1% annual exceedance probability (“AEP”) (1 in 100-yr return period) floodplain from Federal Emergency Management Agency (“FEMA”) (2007) flood hazard mapping. The TSF is sized to store all the tailings estimated to be produced over the mine life and not used for underground backfill (56.7 Mt, without additional contingency) on surface. The tailings will be retained by a perimeter embankment (up to 50 meters high) constructed primarily of compacted, structural fill sourced from on-site borrow areas. The TSF impoundment will be lined with a low-permeability liner, which will be raised within the perimeter embankment for seepage control. During operations, tailings slurry water and precipitation which collects in the TSF will be reclaimed to the mine for use in the mining process or treated (if required) and discharged. At closure, the TSF impoundment will be regraded to prevent ponding and covered with a soil cover and vegetated to limit infiltration and resist erosion. Closure channels will be constructed to shed water off the impoundment surface and over the embankment slopes.
Power. Power consumption for the Santa Cruz Project is anticipated to average 450,000 megawatt hours per year (“MWh/y”). Initially the source of power for the Project will be provided from a 69 kilovolt (“kV”) power line operated by Pinal County Electric District 3 (“ED3”). Several other higher voltage transmission lines border the property within close proximity.
Power for the Santa Cruz Project could be provided from a number of sources, or combination of sources, ranging from grid supply to microgrid renewable energy supply. The goal of the mine development is to achieve much of the energy supply from renewable sources, such as solar or geothermal, either at the start or through a phased in approach during the mine operation. The base case of the Santa Cruz Project is that the mine would operate using 70% renewable power within the first three years of operations.
Water. The water balance for the Santa Cruz Project indicates that there will be a surplus of water from the Project from dewatering of the underground operations. The mining and processing operations will consume approximately 3.5 million cubic meters (“Mm3”) of water per year, while water supplies from dewatering will range from 20 million to over 30 million cubic meters per year (“Mm3/y”). The amount of water for distribution to local stakeholders during operations will average 27 Mm3/y. The water balance excludes the water rights associated with the surface title of the land associated with the Santa Cruz Project.
Market Studies and Contracts. A flat copper price of $3.80/lb has been selected for this study. In the opinion of SRK, this price is generally in-line with pricing over the last 3 years and forward-looking pricing is appropriate for use during an Initial Assessment of the Project with an estimated mine life of 20 years. As the Project progresses, more detailed market work in the form of market studies will be completed to support further study efforts. Price forecasting is an inherently forward-looking exercise dependent upon numerous assumptions. The uncertainty around timing of supply and demand forces has the potential to create a volatile price environment and SRK fully expects that the price will move significantly above and below the selected price over the expected life of the Project.
Cathode is assumed to be 100% payable with no premium or discount applied for the purposes of the study. This approach assumes that the cathode has not received registration or certification that would result in a premium; nor is the cathode assumed to contain any deleterious or penalty elements.
Concentrate terms for the study are generic terms and do not reflect the presence of any deleterious or penalty elements within the concentrate. The following table presents the concentrate terms applied for this study.
Table: Concentrate Terms
| Item | Unit | Value |
|---|---|---|
| Payability | % | 96.5 |
| Treatment Charge | $/dmt | 65 |
| Refining Charge | $/lb | 0.065 |
| Transport Cost | $/wmt | 90 |
Source: SRK, 2023
As the Santa Cruz Project is an early-stage greenfield project, there are a large number of contracts required for the development and operation of the site. None of the major required contracts have been executed at the time of this study.
Environmental, Closing and Permitting. The Santa Cruz Project is located on private land and permitting is primarily with the State of Arizona, Pinal County, and City of Casa Grande. See “— Permitting and encumbrances” for a detailed discussion of permitting requirements.
The utilization of a renewable microgrid will allow the Santa Cruz Project to produce copper with one of the industry's lowest carbon intensities. Such intensities highlight Ivanhoe Electric commitment to implementing cutting-edge mining techniques, conserving energy, and utilizing renewable energy.
In addition to the Exploration Drilling Reclamation Plan that has been approved by the Arizona State Mine Inspector, we will be required to submit a Mined Land Reclamation Plan for reclamation of all surface facilities. The closure approach and related closure cost estimates must be approved before facility construction and operation. See “— Permitting and encumbrances” for a detailed discussion of permitting requirements.
Capital and Operating Cost Estimates
Mining Capital Cost Estimate. The mining capital cost estimate is based on first principal cost model build-up and budgetary quotes. The initial mining capital costs plus sustaining mining capital costs in the IA are equal to $960.48 million, which includes an estimated capital of $878.08 million plus 9.4% contingency of $82.40 million.
Development costs are derived from the mining schedule prepared by SRK. The prepared mining schedule includes meters of development during pre-production, this schedule of meters was combined with unit costs, based on site specific data, to estimate the cost of this development operation. The following table provides the breakdown of the estimated initial capital costs.
Table: Estimated Mining Initial Capital Cost
| Item | US$ Million |
|---|---|
| Capital Development Cost | 166.99 |
| Equipment Purchase and Rebuilds | 241.24 |
| Mine Services | 17.96 |
| Owner Cost | 32.75 |
| Contingency | 38.76 |
| Total | 497.70 |
Source: SRK, 2023
The Santa Cruz Project would require sustaining capital to maintain the equipment and all supporting infrastructure necessary to continue operations until the end of its projected production schedule. The sustaining capital cost estimate developed includes the costs associated with the engineering, procurement, construction and commissioning.
The IA estimate indicates that the Santa Cruz Project would require sustaining capital of $462.78 million to support the projected production schedule through the LoM, as shown below.
Table: Estimated Mining Sustaining Capital Cost
| Item | US$ Million |
|---|---|
| Capital Development Cost | 60.79 |
| Equipment Purchase and Rebuilds | 322.64 |
| Mine Services | 0 |
| Owner Cost | 35.71 |
| Contingency | 43.63 |
| Total | 462.78 |
Source: SRK, 2023
Process Capital Cost Estimate. The initial capital cost for the Santa Cruz plant and infrastructure facilities totals $563.7 million as summarized in the table below. This capital cost includes all process areas facilities in the Santa Cruz
plant proper starting with the primary crushing, and continuing through grinding, agitated leaching, solvent extraction and electrowinning, leach residue neutralization, leach residue grinding, rougher flotation, concentrate regrinding, cleaner flotation, concentrate dewatering and tailing dewatering and pumping to the TSF. The initial capital expenditure includes the ventilation chiller for the underground mine, the main plant substation, fresh and process water ponds, and the batch plant, and the surface ancillary buildings.
Table: Estimated Initial Plant Capital Cost Summary
| Description | Hours | Total Cost (US$ Million) | % of Total Capital Cost |
|---|---|---|---|
| Directs | 1,290,000.00 | 345.4 | 61.3 |
| Indirects | 72.0 | 12.8 | |
| Contingency | 111.3 | 19.7 | |
| Owner’s Costs | 35.0 | 6.2 | |
| Escalation | — | 0.0 | |
| Total Capital Cost (TCC) | 563.7 | 100.0 |
Source: M3, 2023
No sustaining capital costs have been included for the Santa Cruz process plant. The mine life is 20 years, and the capital equipment will be designed to last for the duration of the Project. Preventative maintenance and periodic rebuilds/relining is captured in the annual maintenance cost estimation. The only place where sustaining capital is expected is in the TSF for annual embankment enlargement which was estimated separately.
Tailings Capital Cost Estimate. The initial capital cost for the Santa Cruz tailings facilities totals $75.1 million as shown below. The estimated sustaining capital costs total $486.8 million as shown below. The key elements of the tailings capital cost estimation methodology include:
•Material take offs
•Earthworks, lining, and piping rates from standard schedule
•Borrow-to-fill provided by budgetary quotation
Table: Estimated TSF Initial Capital Cost
| Item | US$ Million |
|---|---|
| Directs | 48.8 |
| Indirects | 11.3 |
| Contingency | 15.0 |
| Total | 75.1 |
Source: M3, 2023
Table: Estimated TSF Sustaining Capital Cost
| Item | US$ Million |
|---|---|
| Sustaining | 382.2 |
| Closure | 104.6 |
| Total | 486.8 |
Source: M3, 2023
Mining Operating Cost Estimate. The required mining equipment fleet, production operating hours, and manpower were estimated to arrive at mining costs. The mining cost estimate was developed from first principles and compared to recent actual costs.
A maintenance cost was allocated to each category that required equipment maintenance. A summary of the LoM unit mine operating costs is presented below.
Table: Mining Operating Costs
| LoM Tonnes Mined (000) Category | US$000 | 107,134*<br>US$/t Mined |
|---|---|---|
| Operating Development | 481,021 | 4.49 |
| Production (Drilling, Blasting, Loading, Hauling and Backfill) | 1,139,843 | 10.64 |
| Other mining costs (Services, Maintenance, Rehab and Definition Drilling) | 458,564 | 4.28 |
| Mine engineering and administration | 592,085 | 5.54 |
| Contingency (9.5%) | 254,664 | 2.39 |
| Total | 2,926,177 | 27.33 |
* LoM Tonnes mined includes 100,244 kt of process material, 4,942 kt of marginal material and 1,948 kt of waste.
Source: SRK, 2023
Processing Operating Cost Estimate. The process plant operating costs are summarized by the categories of labor, electric power, liners (wear steel), grinding media, reagents, maintenance parts, and supplies and services, as presented below.
Table: Process Plant Operating Expenditures (OPEX) Summary by Category
| Operating and Maintenance | Average Annual <br>Cost (US$000) | $/t Processed<br> (US$) | LoM Operating <br>Cost (US$000) | % |
|---|---|---|---|---|
| Labor | 11,119 | 2.11 | 222,383 | 16.8 |
| Electrical Power | 23,297 | 4.43 | 465,939 | 35.1 |
| Reagents | 18,447 | 3.51 | 368,947 | 27.8 |
| Wear Parts (Liners & Grinding Media) | 6,811 | 1.30 | 136,221 | 10.3 |
| Maintenance Parts | 5,993 | 1.14 | 119,865 | 9.0 |
| Supplies and Services | 623 | 0.12 | 12,557 | 0.9 |
| Total (US$000) | 66,296 | 12.61 | 1,325,912 | 100.0 |
Source: M3, 2023
TSF operating costs are included in the processing operating costs and include labor, power, reagents, and maintenance.
G&A Operating Cost Estimate. The general and administrative (“G&A”) and laboratory costs are summarized below.
Table: G&A Operating Cost Summary
| Item | $/t processed | LoM Operating <br>Cost ($000) |
|---|---|---|
| Lab Opex | 0.24 | 24,798.00 |
| G&A Opex | 2.39 | 251,543.00 |
| Total | 2.63 | 276,341.00 |
Source: M3, 2023
Total modeled initial capital costs are estimated at $1.15 billion, as summarized below:
Table. Modeled Initial Capital*
| Initial Capital Cost | Value ($000) |
|---|---|
| Underground Capital Development Cost | 167.0 |
| Underground Equipment Purchase | 240.4 |
| Underground Rebuilds | 0.8 |
| Underground Services | 18.0 |
| Underground Owner Cost | 10.9 |
| Underground Related Contingency Costs | 34.8 |
| Underground Capitalized Opex | 35.6 |
| Mill and Surface Capital | 563.7 |
| TSF | 75.1 |
| Total | 1,146.3 |
Source: SRK, 2023
* Initial capital estimates and expenditure schedule were developed external to the model. No additional contingency has been included in the model.
Total modeled sustaining capital costs are estimated at $0.98 billion, as summarized below:
Table. Modeled Sustaining Capital*
| Sustaining Capital | Value ($000) |
|---|---|
| Underground Mining | 462.8 |
| Tailings | 486.6 |
| Closure | 27.0 |
| Total | 976.4 |
Source: SRK, 2023
* Sustaining capital is modeled on an annual basis and is used in the model as developed in previous sections. No contingency amounts have been added to the sustaining capital within the model. General closure costs are modeled as sustaining capital and are captured as a one-time payment the year following cessation of operations. For the tailings impoundment, closure costs run several years past the end of the mine life, this cost has been captured by extending the model life beyond the end of the mine life.
Economic Analysis. Economic analysis, including estimation of capital and operating costs is inherently a forward-looking exercise. These estimates rely upon a range of assumptions and forecasts that are subject to change depending upon macroeconomic conditions, operating strategy and new data collected through future study or operations and therefore actual economic outcomes often deviate significantly from forecasts.
As permitted by Subpart 1300 and Item 601 of Regulation S-K, the IA includes an economic analysis of the Santa Cruz Project without taking into consideration Inferred Mineral Resources and also includes an economic analysis of the Santa Cruz Project including the Inferred Mineral Resources. It should be noted that the IA is preliminary in nature, and is based on Mineral Resources. Unlike mineral reserves, Mineral Resources do not have demonstrated economic viability. It should also be noted that the version of the economic analysis that includes inferred Mineral Resources includes inferred Mineral Resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.
The IA anticipates that the Santa Cruz Project would consist of an underground mine and processing facility producing both copper concentrate and copper cathode.
The economic analysis metrics are prepared on annual after-tax basis in US$. The results of the analysis are presented in the table below. The results indicate that, at a copper price of US$3.80/lb., the Project without inferred material returns an after tax net present value (“NPV”) at 8% of US$0.5 billion calculated from the start of construction, an after tax internal rate of return (“IRR”) of 14% and a payback period from the start of construction of 10 years. When the inferred
material is included in the economic analysis, the after tax NPV @ 8% increases to US$1.3 billion, the after tax IRR increases to 23% and the payback period decreases to 7 years from the start of construction.
The economic model is based on mine plans that were prepared as outlined in previous sections. Inferred resources account for approximately 21% of the tonnage contained within the mine plan. The economic results of the Project both without inferred resources and including inferred resources are presented within this section. However, the removal of the inferred material from the mine plan is a gross adjustment and no recalculation of fixed capital and operating costs has been completed for the scenario without inferred Mineral Resources.
As the stage of study for the Santa Cruz Project is initial assessment, no reserves are estimated for use in this analysis. The economic evaluation was completed using resource material that includes material in the inferred category. To evaluate the risk associated with the use of inferred material in the mine plan, a model was completed where the inferred material was removed from the mine plan. SRK notes that this model result should be viewed with caution as the removal of the inferred material is a gross adjustment and no corresponding adjustments to capital, operating cost or mill performance were made.
The book value of the Santa Cruz property and its associated plant and equipment as at December 31, 2024 was $177.1 million.
Table: Indicative Economic Results of the IA
| LoM Cash Flow (Unfinanced) | Units | Value<br> (without Inferred) | Value<br>(with Inferred) |
|---|---|---|---|
| Total Revenue | $ million | 10,031.62 | 12,865.90 |
| Total Opex | $ million | (4,616.93) | (4,617.00) |
| Operating Margin | $ million | 5,414.70 | 8,248.90 |
| Operating Margin Ratio | % | 54 | 64 |
| Taxes Paid | $ million | (426.56) | (984.80) |
| Free Cash Flow | $ million | 3,241.07 | 5,350.07 |
| Before Tax | |||
| Free Cash Flow | $ million | 2,549.49 | 5,216.71 |
| NPV at 8% | $ million | 583.40 | 1,642.51 |
| IRR | % | 15 | 25 |
| After Tax | |||
| Free Cash Flow | $ million | 2,122.93 | 4,231.91 |
| NPV at 8% | $ million | 457.66 | 1,316.60 |
| IRR | % | 14 | 23 |
| Payback | Years | 10 | 7 |
Source: SRK, 2023
Within the constraints of this analysis, the Project appears to be most sensitive to material classification, mined grades, commodity prices and recovery assumptions within the processing plant.
A summary of the cash flow on an annual basis is presented below.
Figure: Annual Cash Flow Summary (Without Inferred Material)
Source: SRK, 2023
For Conclusions and Recommendations by the Qualified Persons. Under the assumptions presented in the IA, and based on the available data, the Mineral Resource estimates show reasonable prospects of economic extraction.
The recommended program is for the Company to complete a Pre-Feasibility Study (“PFS”). The work program required to complete a PFS will consist of associated infill and exploration drilling, analytical and metallurgical test work, hydrogeological and geotechnical drilling, geological modeling, mine planning, and environmental baseline studies to support permitting efforts.
Proposed Plan of Exploration and Development
As recommended by the authors of the IA, we are advancing the Santa Cruz project to complete a PFS by the end of the second fiscal quarter of 2025. We have completed infill drilling to allow for drill results to be incorporated into an updated resource model that would allow for the Indicated Mineral Resource to be developed into an initial Probable Mineral Reserve for the life of mine.
We will explore different mine access locations and mining orientations for the Santa Cruz long hole stoping areas. There are areas that require long ore drives to access. Exploring different orientations can potentially lead to shorter ore drives and consequently shorter hauls to the ore passes. We are optimizing the stope size when additional geotechnical information is available. Once the geotechnical information is incorporated, the mining team will determine if an increase in the stope lengths or width is possible which may improve mining efficiency. Additionally, we are also evaluating more efficient materials handling methodologies. By developing a centralized materials handling system that can utilize ore passes inside the mineralized rock, production efficiencies can be optimized to reduce loader tramming and rehandling times. We are also conducting tradeoff and other studies analyzing alternative processing scenarios, including potentially heap leaching. We are also continuing to investigate renewable power options for the Project to develop costs and timelines for installing solar and other green power generating facilities on or near the site.
Other Properties
We have been active with several of our other mineral projects in the United States including the Tintic Project, located in Utah and the Hog Heaven Project, located in Montana. We also hold a portfolio of exploration projects in the western United States including projects in Arizona, Nevada, New Mexico and Montana.
Tintic Project, Utah, USA (the “Tintic Project”)
As used herein, references to the “Tintic Technical Report Summary” is to the “S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah” dated February 23, 2024 and still current as of December 31, 2024, by qualified persons SRK Consulting (U.S.) Inc. It was prepared in accordance with the requirements of S-K 1300. SRK Consulting (U.S.) Inc. is not affiliated with us or any other entity that has an ownership, royalty or other interest in the Tintic Project. The Technical Report Summary on the Tintic Project, Utah, U.S.A. is included as Exhibit 99.1 hereto. Scientific and technical information in this section is based upon, or in some cases extracted from these reports.
Location, Map, and Access. The Tintic Project is located near the City of Eureka, approximately 95 km south of Salt Lake City, and can be accessed from U.S. Highway 6, approximately 30 km west of the Interstate 15 junction. The exploration area covers approximately 81.97 km2 of private patented claims, unpatented claims, and state leases consolidated by Ivanhoe Electric into a cohesive package of interests.
Figure: Location of the Tintic Project within the state of Utah.
Title. Currently, Ivanhoe Electric holds various types of claims and leases through our wholly-owned subsidiary Tintic Copper & Gold Inc. (TCG) or other subsidiaries. Our holdings at the Tintic Project consist of:
•486 Patented claims comprising 19.62 km2;
•152 Patented claims and 1 fee parcel (subject to various lease or lease and option agreements) comprising 9.11 km2;
•474 Unpatented mining lode claims comprising over 38.79 km2;
•14.45 km2 of SITLA (Utah School and Institutional Trust Lands Association) mineral leases, in three agreements; and
•6 Hardrock Prospecting Permit (“HRPP”) applications on Bankhead-Jones lands in the Tintic Valley, comprising 61 km2.
To retain an unpatented claim on federal land in the USA, a $165 maintenance fee per claim is due annually by September 1st. Based on the current landholding this would amount to $78,210 in annual payments for claim retention.
In October 2017, Ivanhoe Electric (through its predecessor High Power Exploration Inc. (“HPX”) at the time) signed a purchase and sale agreement with Mr. Spenst M. Hansen (“Hansen”) to acquire 100% of his patented claims and a portion of his unpatented claims. The last payment installment was made on April 19, 2022, making Ivanhoe Electric the current owner. In August 2018, Ivanhoe Electric signed a further purchase and sale agreement with Hansen to acquire the patented claims on the Mammoth, North Star, and Gemini properties. Payments were made over a five-year period with escalating payments as defined in the Definitive agreement. The last payment installment was made on August 7, 2023, making Ivanhoe Electric the owner of the patented claims.
In addition to the Hansen agreements, Ivanhoe Electric entered into additional agreements, for the acquisition of claims, mineral and surface rights with numerous parties using various legal structures. These agreements are summarized in a simplified form in the table below.
Table. Summary of Tintic Land Agreements
| Vendor | Deal Type | Status | Lease / Option Payment Frequency | Lease / Option Payment () | Start Date | Term | Expiration Date |
|---|---|---|---|---|---|---|---|
| Hansen Porphyry | Purchase and Sale | Closed | — | — | 19-Oct-17 | 5 years | — |
| Applied Minerals Inc. (Dragon) | Exploration with Option to Purchase | Closed | — | — | 22-Dec-17 | Option Executed in 2020 | — |
| Okelberry | Lease | Executed | annually | 24,000.00 | 14-Feb-25 | 10 years with extensions | 14-Feb-30 |
| Gleed G Toombes | Purchase and Sale | Closed | — | — | 1-Mar-18 | Closed | — |
| New United Sunbeam Mining Company | Lease | Executed | annually | 21-Jul-18 | 10 years with extensions | 21-Jul-28 | |
| Hansen Mammoth | Purchase and Sale | Closed | — | — | 4-Oct-18 | 5 years | — |
| Hansen Gemini | Purchase and Sale | Closed | — | — | 4-Oct-18 | 5 years | — |
| Hansen North Star | Purchase and Sale | Closed | — | — | 4-Oct-18 | 5 years | — |
| SITLA | Lease | Executed | annually | 1-Dec-18 | 10 years | 1-Dec-28 | |
| Lawrence Lee | Lease with Option to Purchase | Executed | annually | 5-Dec-18 | 10 years | 5-Dec-28 | |
| Grand Central Silver Mines | Purchase and Sale | Closed | — | — | 4-Apr-19 | Closed | — |
| Duquette/McHatton | Lease with Option to Purchase | Closed | — | — | 9-May-19 | 5 years | — |
| Adrian Vashon - Jassamine Claim | Lease with Option to Purchase | Closed | — | — | 27-Jun-19 | 5 years | — |
| Oldroyd | Purchase and Sale | Closed | — | — | 14-Jun-19 | Closed | — |
| Todd Wilhite | Lease with Option to Purchase | Executed | annually | 9-Jul-19 | 7 years | 9-Jul-26 | |
| Silver City Mines | Lease with Option to Purchase | Executed | annually | 20-Aug-19 | 10 years | 20-Aug-29 | |
| Unpatented Claims | Maintenance Fees | — | annually | 165/claim | — | — | — |
| Tintic Gold | Lease with Option to Purchase | Executed | annually | 20-Jul-20 | 7 years | 20-Jul-27 | |
| Crown Point | Lease with Option to Purchase | Executed | annually | 1-Aug-20 | 5 years with extensions | 1-Aug-25 | |
| Steve Richins | Lease with Option to Purchase | Executed | on execution of option | 27-Oct-20 | 5 years | 27-Oct-25 | |
| BLM | Prospecting Permits | Pending | annually | 14,840.00 | — | — | — |
| Tintic Pioneer Mining Company | Purchase and Sale | Closed | — | — | 10/20/2022 | — | — |
All values are in US Dollars.
Figure: Map of our claims and leases at the Tintic Project.
SRK, 2023
Royalties. Significant portions of the patented and unpatented mining lode claims are subject to NSR royalty agreements, ranging between 1% and 4%, which would be payable upon production and sale of product, i.e., there are no advance royalties.
Figure: Map of our royalties at the Tintic Project.
SRK, 2023
Property Condition, Stage of Development and History. The Tintic Project is an exploration stage project without Mineral Reserves or Mineral Resources. There is no mine in production at the Tintic Project and no mining activity by us has ever taken place on the land constituting the Tintic Project.
There is currently no significant equipment, infrastructure or facilities at the Tintic Project, and no mine development or operating equipment at the project site. Historical mine equipment, shafts, and adits are ubiquitous throughout the area. In 2021, we completed some basic rehabilitation on the Sioux-Ajax Tunnel to facilitate access and mapping. This included creating a tag system, installing a communications system, and washing the walls. Further rehabilitation is not currently planned or budgeted for and Ivanhoe Electric has prohibited access to the Sioux-Ajax Tunnel since March 2022. There is no mining or operating infrastructure at the Tintic Project that would be intended to be used in future mine operations.
Permitting and encumbrances. In July 2021, the Department of Natural Resources of the State of Utah approved Tintic Copper & Gold Inc.’s Notice of Intention (“NOI”) to Conduct Exploration, which has been amended multiple times by TCG, with the most recent amendment approved in May 2024. The current permit allows for up to 31.2 acres of surface
disturbance, and 104 drill holes totaling 121,000 m (396,880 ft), Reclamation bonding is required by the state of Utah, and is assessed at $680,600.00, covering 100% of permitted surface disturbance and up to 16 open holes (20,000 m). Bonding is fulfilled through an insurance surety instrument.
There are two Recognized Environmental Conditions (“REC”) present on the Tintic project lands in the form of old mill sites. We do not anticipate doing any work in these areas, and therefore do not expect to trigger any potential environmental liability.
See “— Mining and Mineral Project Exploration Laws”.
Mineralization Styles. The host rocks at Tintic are Pre-Cambrian through Paleozoic sediments and carbonate rocks and were emplaced to their current position primarily during the Sevier orogeny (Cretaceous), forming a series of folds and thrusts, including a synform which forms the key host sequence in the Main Tintic District.
Our interests in the Tintic District are focused on the southern portion of the Main District where Paleozoic sedimentary rocks and late Eocene — Oligocene volcanic rocks are intruded by the Silver City intrusive complex. Thin-skinned thrusting during the Sevier orogeny resulted in a complex pattern of faults and folds in the Paleozoic stratigraphy dominated by the east-west Sioux-Ajax fault through Mammoth and a large, east-verging asymmetric anticline-syncline pair that is cut by northeast trending faults. The thrust faults that underlay this folding have been identified in mines in the East Tintic District and locally at surface when not covered by later volcanic rocks. North of the Sioux-Ajax fault, the ‘ore runs’ of the Main District occur as sub-horizontal bodies connected by chimneys or pipes were crossed by faults in the shared subvertical limb of the anticline-syncline pair and along the axis of the Tintic syncline at the eastern margin. Exposure of Paleozoic rocks south of the Sioux-Ajax fault is limited to a less than 2 km2 area between the Silver City intrusive complex to the southwest and overlying volcanic rocks to the southeast; it does not show the magnitude of folding found to the north of the fault. Instead, the beds here dip moderately to the northeast and are cut by steep reverse faults referred to as fissures when mineralized which continue south to the contact with the intrusion. These fissures and the subvertical chimneys and pipes tend to be more Cu-Au rich than the sub-horizontal Ag-Pb-Zn rich ‘runs’ north of the fault. Where these fissures intersect the contact with the Silver City intrusive complex, deposits of massive Fe-oxide and halloysite occur such as the Dragon Mine.
Mineralization in the Tintic District is typical of a porphyry-epithermal magmatic hydrothermal system. Known deposits predominantly occur as CRDs and epithermal veins with a few small porphyry deposits including the SWT porphyry in the Southwest District and the Big Hill porphyry in the East District. Exploration prospects identified by us on the Tintic Project include CRDs in the Paleozoic stratigraphy, areas with porphyry exploration potential in the Silver City intrusive complex and at depth below the CRDs, and skarns at intrusive contacts in the carbonate rocks.
Exploration and Drilling. We commenced exploration on the Tintic Project in late 2017 with an airborne geophysical survey followed by on-the-ground exploration in early 2018. Surface exploration work included a ground geophysical survey and a geological baseline work program consisting of soil and rock grab sampling, age dating, petrology, mapping, prospecting, and identification of key intrusive and alteration phases. Additional work through 2018 and into 2019 included the re-logging of deep historical drill holes at the Dragon prospect and the compilation and 3D digitization of historical mines, underground workings, and mineralized zones termed ‘ore runs’. Exploration work in 2022, 2023 and 2024 included reverse circulation (“RC”) and diamond core drilling, geophysical surveys, and with small programs of soil samples, mapping, and surface sampling.
Exploration drilling at the Tintic Project in 2024 included nearly 6,500 meters in five deep drill holes along with four wedges from main holes (see table below) drilled in a continuous program from January to November. Drilling in 2024 focused on exploring the areas below the Mammoth Mine and deep Typhoon™ anomalies in the Mammoth Area.
Table. Summary of Ivanhoe Electric’s drilling on the Tintic Project from 2021 to 2024
| Hole number | Year | Northing (m) | Easting (m) | Elevation (m) | Hole Type | Azimuth | Dip | Length (m) |
|---|---|---|---|---|---|---|---|---|
| TTR-001 | 2021 | 4416600 | 402919 | 1,803 | RC | 0 | -90 | 251 |
| TTR-002 | 2021 | 4416793 | 402924 | 1,809 | RC | 0 | -90 | 332 |
| TTD-003 | 2021 | 4420614 | 405078 | 2,166 | Diamond | 120 | -60 | 469 |
| TTD-004 | 2021 | 4420614 | 405078 | 2,166 | Diamond | 120 | -50 | 436 |
| TTD-005 | 2021 | 4420614 | 405078 | 2,166 | Diamond | 120 | -80 | 371 |
| TTD-006 | 2021 | 4420614 | 405078 | 2,166 | Diamond | 94 | -45 | 379 |
| TTD-007 | 2022 | 4417970 | 405385 | 1,989 | Diamond | 315 | -60 | 997 |
| TTD-008 | 2023 | 4418692 | 404339 | 1,938 | Diamond | 140 | -75 | 748 |
| TTD-009 | 2023 | 4419697 | 405490 | 2,119 | Diamond | 20 | -50 | 1,401 |
| TTD-010 | 2023 | 4420482 | 406305 | 2,216 | Diamond | 285 | -50 | 794 |
| TTD-011 | 2023 | 4420638 | 404648 | 2,052 | Diamond | 157 | -65 | 828 |
| TTD-012 | 2023 | 4420588 | 403430 | 1,942 | Diamond | 150 | -59 | 549 |
| TTD-013 | 2023 | 4420106 | 406113 | 2,241 | Diamond | 315 | -63 | 581 |
| TTD-013A* | 2023 | 4420106 | 406113 | 2,241 | Diamond | 315 | -63 | 1,519 |
| TTD-014 | 2023 | 4419697 | 405490 | 2,119 | Diamond | 118 | -58 | 1,320 |
| TTD-015 | 2023 | 4419697 | 405490 | 2,119 | Diamond | 70 | -58 | 1,395 |
| TTD-016 | 2023 | 4417509 | 404485 | 1,882 | Diamond | 130 | -77 | 1,436 |
| TTD-017 | 2024 | 4420638 | 404648 | 2,052 | Diamond | 63 | -64 | 1,028 |
| TTD-017A* | 2024 | 4420638 | 404648 | 2,052 | Diamond | 150 | -59 | 515 |
| TTD-018 | 2024 | 4420638 | 404646 | 2,052 | Diamond | 157 | -65 | 610 |
| TTD-018A* | 2024 | 4420638 | 404646 | 2,052 | Diamond | 285 | -50 | 1,106 |
| TTD-018B* | 2024 | 4420638 | 404646 | 2,052 | Diamond | 20 | -50 | 838 |
| TTD-018X* | 2024 | 4420638 | 404646 | 2,052 | Diamond | 140 | -75 | 350 |
| TTD-019 | 2024 | 4419622 | 404918 | 2,105 | Diamond | 315 | -60 | 1,421 |
| TTD-020 | 2024 | 4420000 | 404419 | 2,040 | Diamond | 94 | -45 | 1,669 |
| TTD-021 | 2024 | 4421059 | 404479 | 2,102 | Diamond | 120 | -80 | 1,264 |
* Drill hole wedged off of primary hole.
NOTE: Drilling in 2024 is not included in the Tintic Technical Report Summary.
In 2018 and 2019, a 72 km2 fully 3D induced polarization Typhoon™ survey was completed at Tintic with effective penetration depths averaging over 1.5 km, revealing porphyry copper-gold exploration potential areas. A ground gravity survey was also conducted in 2022 over an area of approximately 20 km2. A magnetotelluric survey was completed in 2024 and is being assessed, along with previously collected geophysical data
We have also compiled a drill hole database from over 125 years of exploration and development operations in the Tintic Project district by dozens of historical owners and operators. A total of 489 drill holes were completed historically on the Tintic Project by several prior owners and operators. However not all of the details are available.
All drill core, soil, and rock grab samples collected by us during exploration programs undertaken to date have been prepared by ALS Global-Geochemistry Analytical Lab (“ALS”) at Twin Falls, Idaho or Elko, Nevada and analyzed Reno, Nevada or Elko, Nevada. ALS is a reputable analytical laboratory with a global quality management system that meets all requirements of the international standards ISO/IEC 17025:2017 and ISO 9001:2015.
The Tintic Project did not have any Mineral Resources or Mineral Reserves as at December 31, 2024.
Hog Heaven Project
The Hog Heaven Project in Montana is located on private land approximately 80 km south-southwest of the town of Kalispell, Montana. It is in the historical Hog Heaven District which consists of several high-sulfidation epithermal mineral
deposits and prospects, as well as several historical mines, including the Flathead Mine. We believe the Hog Heaven District is underexplored at depth, with a substantial alteration footprint and multiple mineralized centers.
Brixton Metals Corporation (“Brixton”) owns the Hog Heaven Project through its subsidiary Brixton USA, covering an area of 24.32 km2 through the following interests: 2.59 km2 of deeded fee simple land both surface and minerals and 14.06 km2 of fee simple mineral rights held by Brixton USA. The balance, 7.67 km2, is held via lease of three parcels owned by the Chester Company Ltd.
In 2024, Ivanhoe Electric leased a further 4,925 acres of private surface and mineral rights at the Hog Heaven Project from a private owner, advancing additional consolidation of the district and providing additional access to areas prospective for porphyry systems. This lease is effective for an initial 10 year term and can be extended by up to 3 consecutive 10 year terms.
Figure: Hog Heaven plan map showing Ivanhoe Electric drill hole locations, historical mine workings, and historical drilling.
We entered into an earn-in agreement on February 26, 2021 with Brixton as well as a subsidiary of Brixton, pursuant to which we may earn up to a 75% interest in the Hog Heaven Project by making cash payments totaling $4,500,000 and incurring an aggregate of $40,000,000 in exploration expenditures by 2032. We own 1.6% of the outstanding shares of Brixton, which we acquired from Newstar Advantage Ltd., an entity affiliated with Mr. Friedland (“Newstar”) on October 1, 2021 for Cdn$2.0 million. Newstar acquired shares and warrants of Brixton in a private placement for a purchase price of Cdn$2.0 million. Brixton used the funds to purchase a portion of a royalty on the Hog Heaven Project owned by Pan American Silver Corp. on which the Company had an earn-in.
Under our earn-in agreement with Brixton, we have the right to earn a 51% interest in the Hog Heaven Project by making a total of $4,500,000 in cash payments and incurring $15,000,000 in exploration expenditures at stage 1. We may
also earn an additional 24% interest (for a total 75% interest) in the Hog Heaven Project by incurring an additional $25,000,000 in exploration expenditures at stage 2. In order to complete stage 1, in addition to incurring $15,000,000 in exploration expenditures, we are required to make $500,000 in cash payments each year for four years, and $1,000,000 in cash payments on or before each of the fifth and sixth anniversaries of the date of the earn-in agreement. As of December 31, 2024, we had incurred $21.4 million in exploration expenditures and made $2,000,000 in cash payments.
In order to complete stage 2, which is at our sole discretion, we would be required to incur an additional $25,000,000 in expenditures of which we must incur $10,000,000 by February 26, 2030 and $15,000,000 by February 26, 2032. For purposes of this earn-in, a joint venture company, Brixton JVC, a Nevada corporation, was established. Pursuant to the earn-in agreement, we are the operator of the Hog Heaven Project. We also control and direct all exploration, development and other related activities while we are earning-into the Hog Heaven Project.
From the date that stage 2 is complete until the date that Brixton JVC makes a decision to commence the development and construction of an operating mine at the Hog Heaven Project, we and Brixton must each fund the activities and operations of Brixton JVC pro rata to our respective interests in the Hog Heaven Project, provided that, if requested by Brixton, we are required to fund its pro rata portion of the costs of the activities and operations of Brixton JVC, with such amount accruing with interest calculated at the annual rate equal to the U.S. Federal Reserve Secured Overnight Financing Rate plus seven percent. At the date a construction decision is made, the amounts we previously funded to Brixton will become due and payable to us, and shall be paid within 12 months of the date a construction decision is made, failing which Brixton would be subject to dilution pursuant to a standard dilution calculation.
If a party’s interest in Brixton JVC is diluted below 10%, then the interest of such party in Brixton JVC will be cancelled and its shareholding interest converted into a 2.0% NSR. In addition, one NSR royalty at a rate of 1.5%, three Net Profit Interest (“NPI”) royalties with rates of 5% and 10%, and one Net Revenue Interest (“NRI”) royalty with a rate of 10% (capped at $1,314,702) exist on various portions of the property. The three sections of Chester Company Ltd. lands are subject to a long-term lease that requires a $12,500 annual lease payment.
The ongoing drill program, which began in June 2023, is designed to search for additional silver, gold, and copper-rich high-sulfidation epithermal mineralization, which was the focus of historical mining activities. Our program is also intended to search for porphyry copper mineralization at depth.
Ivanhoe Electric’s current exploration drill program at Hog Heaven has now completed twenty-two drill holes totaling approximately 24,400 meters (see table below) and is on-going.
Table. Summary of Ivanhoe Electric’s drilling on the Hog Heaven Project from 2022 to 2024
| Hole number | Year | Northing (m) | Easting (m) | Elevation (m) | Hole Type | Azimuth | Dip | Length (m) |
|---|---|---|---|---|---|---|---|---|
| HHD-001 | 2022 | 5309703 | 678352 | 1,200 | RC | 275 | -50 | 580 |
| HHD-002 | 2022 | 5309025 | 678317 | 1,151 | RC | 265 | 70 | 1,002 |
| HHD-003 | 2023 | 5309704 | 679760 | 1,067 | Diamond | 65 | -85 | 1,249 |
| HHD-004 | 2023 | 5308712 | 680093 | 1,027 | Diamond | 305 | -55 | 1,316 |
| HHD-005 | 2023 | 5310624 | 680725 | 1,250 | Diamond | 185 | -80 | 1,249 |
| HHD-006 | 2023 | 5310254 | 680748 | 1,210 | Diamond | 340 | -61 | 774 |
| HHD-007 | 2023 | 5310624 | 680727 | 1,255 | Diamond | 210 | -75 | 825 |
| HHD-008 | 2023 | 5310259 | 680752 | 1,226 | Diamond | 0 | -60 | 735 |
| HHD-009 | 2023 | 5310551 | 680533 | 1,206 | Diamond | 100 | -77 | 785 |
| HHD-010 | 2023 | 5310565 | 680364 | 1,214 | Diamond | 120 | -70 | 1,212 |
| HHD-011 | 2023 | 5310565 | 680364 | 1,214 | Diamond | 70 | -65 | 633 |
| HHD-012 | 2024 | 5310455 | 680458 | 1,181 | Diamond | 285 | -75 | 544 |
| HHD-013 | 2024 | 5310382 | 679768 | 1,111 | Diamond | 240 | -70 | 1,158 |
| HHD-014 | 2024 | 5310468 | 680273 | 1,192 | Diamond | 220 | -60 | 865 |
| HHD-015 | 2024 | 5310468 | 680273 | 1,192 | Diamond | 250 | -60 | 594 |
| HHD-016 | 2024 | 5310370 | 680372 | 1,169 | Diamond | 305 | -80 | 1,344 |
| HHD-017 | 2024 | 5309311 | 679466 | 1,077 | Diamond | 310 | -75 | 1,395 |
| HHD-018 | 2024 | 5309311 | 679466 | 1,077 | Diamond | 30 | -85 | 1,489 |
| HHD-019 | 2024 | 5309388 | 679564 | 1,058 | Diamond | 210 | -85 | 1,853 |
| HHD-020 | 2024 | 5309496 | 679775 | 1,078 | Diamond | 290 | -75 | 1,573 |
| HHD-021 | 2024 | 5309273 | 679704 | 1,079 | Diamond | 220 | -77 | 1,441 |
| HHD-022 | 2024 | 5309066 | 679489 | 1,056 | Diamond | 30 | -75 | 1,754 |
Exploration efforts focused on identifying the extensions of shallow mineralization that characterized historical production near the Flathead Mine and exploring for porphyry systems in the Battle Butte Area associated with a deep Typhoon™-generated anomaly.
Five drill holes intersecting the Battle Butte Porphyry demonstrate a porphyry system believed to be starting at approximately 900 meters depth, with a vertical thickness of 800 meters, at least 600 meters by 400 meters in lateral dimension, and open to the east and northeast. Initial assay results show broad intervals of low-grade mineralization with a gold-to-copper ratio near one-to-one. Narrower but higher-grade sub-intervals are associated with the presence of the higher-grade copper sulfide mineral bornite (approximately 63% copper by weight), where the gold-to-copper ratio starts to increase.
Current evidence suggests that the Battle Butte Porphyry system is open to the east and north, where the Typhoon™ anomaly remains untested at depth. For 2025, continued exploration is proposed to test the Battle Butte Porphyry, searching for higher-grade copper-gold zones and the presence of additional porphyry centers across the project.
BHP- Ivanhoe Electric Exploration Alliance (the “BHP Alliance”).
On May 7, 2024, we entered into an Exploration Alliance Agreement with BHP Mineral Resources Inc. (“BHP”) for the exploration of mutually agreed “Areas of Interest” in the United States to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures. The initial Areas of Interest are in New Mexico, Arizona, and Utah.
The Exploration Alliance Agreement is for a term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and any subsequent funding would be on a 50/50 basis. Ivanhoe Electric has provided access to one of the new Generation 2 Typhoon™ systems as directed by an Alliance Management Committee and in accordance with the requirements specified in the initial work program and budget and other approved work programs and budgets.
The Exploration Alliance Agreement contemplates two stages – a Project Generation Phase and a Joint Venture Phase. A subsidiary of Ivanhoe Electric will be the operator during the Project Generation Phase and the operator of a project in the Joint Venture Phase will be mutually agreed upon in the future. During the Project Generation Phase, the parties will conduct early-stage generative exploration activities in the six initial Areas of Interest. The goal of these initial activities is to identify and stake mineral rights within the Areas of Interest to form a project and/or acquire such mineral rights from third parties. For each Area of Interest, an Area of Interest LLC will be created to hold the applicable rights and engage in all early-stage exploration. A subsidiary of Ivanhoe Electric will initially own 100% of each Area of Interest LLC. As of December 31, 2024, staking has occurred on one Area of Interest in New Mexico as well as in Arizona. In January 2025, the Exploration Alliance announced that it was conducting its first Typhoon™ survey at an area of interest in Arizona.
International
Saudi Arabian Joint Venture
Ivanhoe Electric and Ma’aden established a Saudi Arabian exploration Joint Venture (the “Joint Venture”) through the limited liability company, Saudi JVCo, to unlock the significant mineral potential in Saudi Arabia. The Joint Venture has exclusive access to explore approximately 48,500 km2 of underexplored land on the Arabian Shield that Ma’aden has made available to the Saudi JVCo.
Map: Location of the Ivanhoe Electric Ma’aden Joint Venture within the country of Saudi Arabia.
The Arabian Shield is considered highly prospective for both VMS and epithermal styles of mineralization. A notable VMS deposit in the Arabian Shield is the Jabal Sayid copper mine operated as a joint venture between Barrick Gold Corporation and Ma’aden that produced 68,492 tonnes of copper in 2022. Ma’aden’s Mahd Ad Dhahab ‘Cradle of Gold’ gold mine is an example of an epithermal deposit on the shield that has been mined since pre-Islamic times.
The Al Amar Belt is considered highly prospective for VMS and epithermal deposit types with historical work identifying zinc, copper, lead, silver and gold mineralization. Twenty-four exploration licenses that make up the Al Amar Belt cover 1,934 km2. The Joint Venture’s first TyphoonTM survey covered 76 square kilometers near Ma’aden’s Al Amar gold-copper-zinc mine, which was completed in March 2024. Subsequent TyphoonTM surveys have covered an additional 162 square kilometers of the Joint Venture exploration license areas. Typhoon surveys on the Joint Venture exploration license areas had covered 238 square kilometers as of January 13, 2025, identifying several targets for drilling and other technical work programs such as mapping and sampling. The Joint Venture is currently operating three Typhoon™ systems in Saudi Arabia, one in the Al Amar belt and two in the Wadi Bidah belt.
On January 13, 2025, the Company announced initial drill results from the Joint Venture. The Joint Venture’s initial drill program focused on the Umm Ad Dabah prospect, near Ma’aden’s existing Al Amar gold-copper-zinc mine.
Table: Highlighted new drill intercepts from Umm Ad Dabah
| Drill Hole | Location | From (m) | To (m) | Interval Length (m) | Copper (%) | Silver (g/t) |
|---|---|---|---|---|---|---|
| UAD- 005 | Umm Ad Dabah | 699.0 | 704.0 | 5.0 | 0.67 | 3.4 |
| and | 717.9 | 731.0 | 13.1 | 1.31 | 4.5 | |
| UAD-006 | Umm Ad Dabah | 344.6 | 347.0 | 2.4 | 0.51 | 1.0 |
| and | 351.0 | 353.2 | 2.2 | 0.41 | 0.8 | |
| and | 374.5 | 380.4 | 5.9 | 0.79 | 1.9 |
Mineralization is present as semi-massive to massive accumulations of precious metal-bearing iron and copper sulfides hosted in altered volcanic and volcaniclastic rocks. Drilling to date has defined a mineralized system extending over 250 meters in strike length and 400 meters down dip as
The Joint Venture employs a comprehensive industry standard Quality Assurance/Quality Control (“QA/QC”) program. Diamond drill core is cut lengthwise into 2 halves, 1/2 is sent to for assay, and 1/2 is left behind in a secure facility for future assay verification.
The Joint Venture uses ALS Minerals Laboratory in Jeddah, Saudi Arabia. This laboratory operates in accordance with ISO/IEC 17025. Gold is assayed by a 50 g fire assay with an atomic absorption finish. An initial multi-element suite including copper, molybdenum, silver, and additional elements are analyzed by four-acid digestion with an ICP-MS finish. All samples with copper values over 10,000 ppm and gold greater than 10 ppm are subjected to an overlimit method for higher grades, which also uses a four-acid digest with an ICP-ES finish, and fire assay with gravimetric finish. Certified reference materials, blanks, and duplicates are randomly but consistently inserted at the geologist's discretion and QA/QC geologist's approval into the sample stream to control laboratory performance.
Ivory Coast Nickel-Copper Project, Ivory Coast (the “Ivory Coast Project”)
The Ivory Coast Project is located approximately 650 road km northwest of Abidjan, Ivory Coast. As of December 31, 2024, our 69.1% interest in the Ivory Coast Project was held through our 22.7% equity interest in Sama and our 60% interest in the SNC joint venture described below. In 2024 we completed our 60% earn-in into SNC and as at December 31, 2024, we directly owned 60% of the joint venture entity SNC.
The Ivory Coast Project consists of three exploration permits owned by SNC, which is the joint venture vehicle in which we are partnering with Sama to advance the Ivory Coast Project, which cover a total of 517 km2, as well as two additional exploration permits held in a joint venture with Société pour le Développement Minier de la Côte d’Ivoire, a parastatal organization established by the Ivory Coast and which together cover 318 km2.
In March 2018, we entered into a binding term sheet for an earn-in and joint venture agreement with Sama which was subsequently formalized in March 2021 (the “Sama Earn-In and JV Agreement”). Pursuant to the terms of the Sama Earn-In and JV Agreement, we had the ability to earn a 60% shareholding interest in the Ivory Coast Project by incurring expenditures of Cdn$25,000,000 over a maximum of six years and meeting certain other conditions. In 2024, we completed our 60% earn-in.
In April 2018, pursuant to an investment agreement, Sama granted to us a right to nominate to the Sama board of directors two (2) directors as long as our shareholding interest of Sama remains above 10% but less than 50%, and four (4) directors if our shareholding rises to greater than 50%. Mr. Quentin Markin and Mr. Terry Krepiakevich are our director
representatives on the board of Sama. Other than as shareholders of Sama, we do not have any interest in Sama’s gold projects in Liberia.
The Mineral Resource estimate for the Ivory Coast Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P. Geo., our non-independent Qualified Person, reviewed and confirmed that the estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024.
Map: Location of the Ivory Coast Project within the country Ivory Coast.
The Ivory Coast Nickel-Copper Project has potential for a conventional open pit mining operation supporting 86.5 million tonnes of modelled mill feed together with 1.62 million tonnes of direct shipped laterite material entirely from the Grata, Main and Extension deposits and the Sipilou Sud Laterite deposit. The Ivory Coast Nickel-Copper Project has a potential average annual production of 38,627 tonnes of 26% copper concentrate and 55,119 t of 13% nickel concentrate and an average annual nickel metal in concentrate of approximately 7,165 tonnes per year and copper metal in concentrate of approximately 10,043 tonnes per year over a 16 year mine life.
The estimates are preliminary in nature and include Inferred Mineral Resources, which are considered too speculative in nature to be categorized as mineral reserves. Mineral Resources that are not mineral reserves have not demonstrated economic viability. Additional trenching and/or drilling will be required to convert Inferred Mineral Resources to indicated or measured Mineral Resources. There is no certainty that the estimates for the Ivory Coast Nickel-Copper Project will be realized.
Alacran Copper-Gold Project, Colombia (the “Alacran Project”).
On July 31, 2017, we (then HPX) entered into an investment agreement with Cordoba. Under that agreement, Cordoba granted us a right to nominate directors to its board of directors based on our pro rata interest in Cordoba. The investment agreement provides for our nominees to the Cordoba board to be reduced to less than a majority of the directors if our ownership interest in Cordoba is diluted to below 50%, with further proportional reductions thereafter. Assuming the board of Cordoba is to be comprised of seven directors and we hold a 50% or greater interest in Cordoba, we are entitled to nominate four, with at least one of such nominees being independent. We own 62.5% of Cordoba as of December 31, 2024 and have nominated three directors currently serving on the Cordoba board: Quentin Markin, Jordan Neeser and Terry Krepiakevich.
On December 8, 2022, Cordoba announced a strategic arrangement with JCHX, whereby JCHX, through a wholly owned subsidiary, acquired a 50% ownership interest in CMH Colombia S.A.S. (“CMH”), a company existing under the laws of Colombia, for aggregate consideration of $100 million. CMH owns 100% of the Alacran Project and is the joint venture vehicle for Cordoba and JCHX in the strategic project level partnership. For its 50% interest, JCHX will pay the $100 million purchase price in three installments. The transaction closed on May 8, 2023, and $40 million was paid in cash as a first installment. A second installment of $40 million was fully paid in cash by January 4, 2024 following completion of additional technical studies and the filing of the Environmental Impact Assessment (“EIA”) to the relevant Colombian Government authority. A third and final installment of $20 million is payable in cash once the approval of the EIA is obtained, which must be within two years of the transaction’s closing date. Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment, which will result in JCHX being diluted to 40% and Cordoba increasing to a majority 60% shareholding in CMH. Cordoba owns 50% of CMH while JCHX directly owns the other 50% of CMH.
A Joint Venture Shareholders’ Agreement (“JV SHA”) governs the relationship between Cordoba and JCHX, and sets forth the general responsibility and authority of the CMH board of directors, in addition to the entitlements of each shareholder. The JV SHA provides that (1) the CMH board comprises four individuals, of which two directors nominated by Cordoba and the other two directors nominated by JCHX; and for so long as the shareholdings in CMH remain 50%-50%, a Cordoba representative serves as the Chairperson of the CMH board, and possesses a casting vote on all matters subject to a list of reserved matters; (2) Cordoba is appointed as the operator and manager of the Alacran Project pursuant to a management services agreement and is responsible for setting the annual programs and budgets for the CMH board’s approval; (3) JCHX (or its affiliate) has right of first offer to bid on the Engineering, Procurement and Construction and Detailed Design Agreement contracts, provided that Cordoba has the right to open the process out to competitive tender; with JCHX having the right to match any competitive bid; and (4) JCHX (or its affiliate) shall be entitled to up to 100% of the offtake from the production currently estimated for the Alacran Project, provided that they are paying fair market value and they are the most competitive offer (including a matching right for other third-party proposals).
The Alacran Project is situated in the municipality of Puerto Libertador, which is approximately 390 km northwest of Bogotá, and 160 km north of Medellín in Colombia, amongst 22 mining concessions owned by CMH or its affiliates, of which, 5 licenses are part of the Alacran Project. Cordoba conducted several exploration programs between 2012 and 2023, consisting of geological mapping, geochemical sampling, geophysical surveys, and various drilling campaigns, that supported the completion of the technical studies in 2019, 2022 and 2023, which marks the beginning of the development phase for the Alacran Project.
Map: Location of the Alacran Project within the country of Colombia.
Initial capital cost is estimated to be approximately $420.4 million for the construction of a conventional truck-shovel open pit mine. The Project is anticipated to hold an after-tax NPV of $360 million with an IRR of 23.8% and a payback period of 3 years. The Project’s mine life is projected to be 14.0 years in addition to the estimated two years of construction and pre-production mining, of which, freshly mined ore will be stockpiled alongside historical tailings. The LOM cash costs for copper, net of by-product, is $1.35/lb with by-product credits at $1.31/lb, and a total LOM cash cost at $2.66/lb (cash costs excludes sustaining capital). The average mining rate for the project is projected to be 39.5 Mt of mined material per year of which ore material will be fed to dual processing plants consisting of a main processing facility for fresh and transition material, and a separate wash gravity plant for saprolite ore and historical tailings;
The Company filed the EIA application with the relevant Colombian Government authority on December 11, 2023 and was issued the official filing number on December 12, 2023.
The Mineral Resource and Mineral Reserve estimate for the Alacran Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P. Geo., our non-independent Qualified Person, reviewed and confirmed that the projected economics and the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024. Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024.
Pinaya Copper-Gold Project, Peru (the “Pinaya Project”).
The Pinaya Project is 100% owned by Ivanhoe Electric as of February 6, 2024 through Ivanhoe Electric’s subsidiary Kaizen. Kaizen filed an NI 43-101 technical report for the Pinaya Project, titled “Pinaya Gold-Copper Project Technical Report” and which was prepared jointly by Brian Cole, P.Geo, and GeoSim Services Inc., with an effective date of April 26, 2016 (“Pinaya Technical Report”), which is available on SEDAR. Scientific and technical information in this section regarding the Pinaya Project is based upon, or in some cases extracted from, the Pinaya Technical Report.
The Mineral Resource estimate for the Pinaya Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Ronald G. Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024.
Map: Location of the Pinaya Project within the country of Peru.
Summary
Our portfolio of mineral exploration projects and equity investments are summarized in the tables below.
Table: United States Mineral Exploration Projects as of December 31, 2024.
| Project Name | Location and<br><br>Project Size | Stage of<br><br>Development | Ivanhoe Electric Interest<br><br>and Nature of<br><br>Interest | Title Holders /<br><br>Operator | Primary<br><br>Minerals | Nature of<br><br>Mineral Title | Mineral<br><br>Resources/<br><br>Reserves | Aggregate Annual<br><br>Production –<br><br>Last 3<br><br>Fiscal Years | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Santa Cruz | Arizona, USA<br><br>Surface<br><br>25.79 km2 | Exploration | 100% of surface rights | Mesa Cobre Holding Corp., a wholly-owned subsidiary (surface rights) | Copper | Fee Simple land, unpatented mining claims; Arizona State exploration permits | Mineral Resource | Not in production | ||||
| Mineral 75.66 km2 | Exploration | 100% of the mineral title | Mesa Cobre Holding Corp., a wholly owned subsidiary (remaining titles) | |||||||||
| Tintic | Utah, USA<br><br>81.97 km2 | Exploration | Options and lease rights to 100% of the mineral title by acreage | Tintic Copper & Gold, Inc., a wholly-owned subsidiary | Copper<br><br>Gold | Patented and unpatented mining claims; SITLA leases, and Hardrock Prospecting Permit Applications | n/a | Not in production | ||||
| Hog Heaven | Montana, USA<br><br>24.2 km2 | Exploration | 1.6% equity ownership of Brixton Metals Corporation<br><br>0.1% ownership in Brixton USA, with earn-in up to a 75% project interest | Brixton USA Corp. (joint venture company), a subsidiary of Brixton | Copper<br><br>Silver<br><br>Gold | Fee simple mineral rights, owned and leased, fee simple surface | n/a | Not in production | ||||
| Javelina | Arizona, USA 17.34 km2 | Exploration | 100% Ownership | Diamondback Copper, LLC., a wholly owned subsidiary | Copper | Unpatented mining claims; Arizona State exploration permits | n/a | Not in production | ||||
| White Hill | Nevada, USA 86.12 km 2 | Exploration | 0% current ownership interest;<br><br>Option to acquire 80% of the mineral title1 | Bluebird Copper LLC / Ivanhoe Electric Nevada Holding Inc. | Copper Zinc Silver Gold Molybdenum | Unpatented mining claims | n/a | Not in production | ||||
| BHP Alliance | New Mexico, USA 43.36 km2 Arizona, USA 46.21 km2 | Exploration | 100% Ownership | Sand Hill Exploration, Inc., a wholly owned subsidiary | Copper | Unpatented mining claims | n/a | Not in production | ||||
| Bitter Creek | Arizona, USA<br><br>36.54 km2 | Exploration | 100% Ownership | Bitter Creek Exploration Inc., a wholly-owned subsidiary | Copper<br><br>Gold | Unpatented mining claims | n/a | Not in production | ||||
| Grasshopper | Montana, USA 7.19 kmw | Exploration | 100% Ownership | IE Montana Holdings Corp., a wholly-owned subsidiary | Copper | Unpatented mining claims | n/a | Not in production | ||||
| Bristol | Nevada, USA 11.37 km2 | Exploration | 100% Ownership | Ivanhoe Electric Nevada Holdings Inc., a wholly owned subsidiary | Copper | Unpatented mining claims | n/a | Not in production | ||||
| Delamar | Nevada, USA 16.64 km2 | Exploration | 100% Ownership | Ivanhoe Electric Nevada Holdings Inc., a wholly-owned subsidiary | Copper | Unpatented mining claims | n/a | Not in production | ||||
| Project Name | Location and<br><br>Project Size | Stage of<br><br>Development | Ivanhoe Electric Interest<br><br>and Nature of<br><br>Interest | Title Holders /<br><br>Operator | Primary<br><br>Minerals | Nature of<br><br>Mineral Title | Mineral<br><br>Resources/<br><br>Reserves | Aggregate Annual<br><br>Production –<br><br>Last 3<br><br>Fiscal Years | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| New York Canyon | Nevada, USA 30.62 km2 | Exploration | 0% current ownership interest;<br><br>Option to acquire 100% of the mineral title | Golden Arrow Mining Corp. / Ivanhoe Electric Nevada Holding Inc. | Copper | Patented and unpatented mining claims | n/z | Not in production | ||||
| Perseverance | Arizona, USA 116.23 km2 | Exploration | 62.5% shareholder in Cordoba, which has 51% ownership - 31.8% ownership interest | MMDEX LLC a joint venture company between Cordoba and Bell Copper Corp. | Copper | Fee simple, Arizona State Mineral Exploration Permits | n/a | Not in production |
1 On January 16, 2025, the Company provided notice to Exiro Minerals USA Corp. of its election to terminate the earn-in agreement relating to the White Hills Project, which was effective in February 2025. As a result, the Company will not earn or vest any interest in the White Hills Project.
Table: International Mineral Exploration Projects as of December 31, 2024.
| Project Name | Location and<br><br>Project Size | Stage of<br><br>Development | Ivanhoe Electric Interest<br><br>and Nature of<br><br>Interest | Title Holders /<br><br>Operator | Primary<br><br>Minerals | Nature of<br><br>Mineral Title | Mineral<br><br>Resources/<br><br>Reserves | Aggregate Annual<br><br>Production –<br><br>Last 3<br><br>Fiscal Years |
|---|---|---|---|---|---|---|---|---|
| Saudi Arabia | Saudi Arabia 48,500 km2 | Exploration | 50% ownership of Joint Venture with Ma’aden | Ma’aden/Ivanhoe Electric | Base Metals Precious Metals | Exploration license or application | n/a | Not in production |
| Alacran | Colombia 104.6 km2 | Development | Shareholder in Cordoba | Cordoba | Copper<br><br>Gold<br><br>Silver | Construction and Assembly; Exploration licenses | Mineral Resource & Mineral Reserve | Not in production |
| Ivory Coast Project | Ivory Coast<br><br>1,125 km2 | Exploration | 60% ownership of the<br><br>Ivory Coast Project;<br><br>Shareholder in Sama | Société pour le Développement Minier de la Côte d’Ivoire | Nickel<br><br>Copper<br><br>Cobalt<br><br>PGE | Exploration license | Mineral Resource | Not in production |
| Pinaya | Peru 100.65 km2 | Exploration | 100% ownership | Canper Exploraciones S.A.C. | Copper Gold | Concession | Mineral Resource | Not in production |
Mineral Project Obligations and Payments
As described above, for many of our mineral projects, we do not own the underlying mineral titles or rights but maintain an option or a right to acquire such titles or rights. Such options or rights may be held through an option arrangement, an earn-in, or through the payment of deferred consideration.
The table below summarizes the cash payments that may be made in respect of each project. Commitments that are non-discretionary are payments we are required to make. Payments that are discretionary are payments that we are not required to make, but if we fail to make the payment in the amounts and when due, we will lose the rights associated with the project.
Table: Mineral Project Obligations and Payments 2025 - 2032, as at December 31, 2024 ($ thousands)
| Mineral Project | Commitment | 2025 | 2026 | 2027 | 2028-2032 | 2025-2032 Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Santa Cruz (Wolff Harvard) | Non-discretionary | $ | 12,081 | $ | 12,081 | $ | 12,081 | $ | — | $ | 36,243 |
| Santa Cruz (Other) | Discretionary | $ | 596 | $ | — | $ | — | $ | — | $ | 596 |
| Santa Cruz (Total) | 12,677 | 12,081 | 12,081 | — | 36,839 | ||||||
| Hog Heaven (Montana) | Discretionary | $ | 500 | $ | 1,000 | $ | 1,000 | $ | 18,567 | $ | 21,067 |
| New York Canyon (Nevada) | Discretionary | 1,700 | — | — | — | 1,700 | |||||
| White Hill (Nevada) 1 | Discretionary | 525 | 700 | 750 | 9,779 | 11,754 | |||||
| Total | 15,402 | 13,781 | 13,831 | 28,346 | 71,360 |
1 On January 16, 2025, the Company provided notice to Exiro Minerals USA Corp. of its election to terminate the earn-in agreement relating to the White Hill Project, which was effective February 15, 2025.
Mineral Resources and Reserves
Below is a summary table of estimated in situ Mineral Resources as at December 31, 2024, which are presented on a 100% project basis, exclusive of Mineral Reserves.
| Company | Deposit | Category | Tonnes | Total<br><br>Cu (%) | Ni (%) | Au (g/t) | Ag (g/t) | Contained<br>Cu (tonnes) | Contained<br>Ni (tonnes) | Contained<br>Au (oz) | Contained<br><br>Ag (oz) | Geographic<br><br>Area | Resource<br><br>Category | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 100% Project Basis | ||||||||||||||||||||||||||||||||||||
| Ivanhoe Electric1 | Santa Cruz | Indicated | 226,715,000 | 1.24 | — | — | — | 2,807,000 | — | — | — | Arizona, U.S. | Copper | |||||||||||||||||||||||
| Inferred | 148,998,000 | 1.24 | — | — | — | 1,847,000 | — | — | — | |||||||||||||||||||||||||||
| Kaizen Discovery Inc.2 | Pinaya | Measured | 8,204,000 | 0.326 | — | 0.600 | — | 27,000 | — | 158,000 | — | Peru | Copper<br><br>Gold | |||||||||||||||||||||||
| Indicated | 33,487,000 | 0.324 | — | 0.462 | — | 108,000 | — | 497,000 | — | |||||||||||||||||||||||||||
| Inferred | 40,216,000 | 0.360 | — | 0.300 | — | 145,000 | — | 388,000 | — | |||||||||||||||||||||||||||
| Sama Nickel Corporation Inc.3,4 | Samapleu Main | Indicated | 15,248,000 | 0.22 | 0.26 | 0.04 | — | 34,000 | 40,000 | 19,000 | — | Ivory Coast | Nickel<br>Copper | |||||||||||||||||||||||
| Inferred | 21,342,000 | 0.21 | 0.25 | 0.04 | — | 44,000 | 53,000 | 25,000 | — | |||||||||||||||||||||||||||
| Samapleu Extension | Indicated | 514,000 | 0.16 | 0.25 | 0.02 | — | 1,000 | 1,000 | 400 | — | ||||||||||||||||||||||||||
| Inferred | 10,885,000 | 0.22 | 0.28 | 0.02 | — | 24,000 | 31,000 | 9,000 | — | |||||||||||||||||||||||||||
| Grata | Indicated | 3,645,000 | 0.29 | 0.28 | 0.04 | — | 11,000 | 10,000 | 5,000 | — | ||||||||||||||||||||||||||
| Inferred | 67,272,000 | 0.25 | 0.24 | 0.04 | — | 166,000 | 164,000 | 83,000 | — | |||||||||||||||||||||||||||
| Sipilou Sud | Inferred | 2,095,000 | — | 1.75 | — | — | — | 37,000 | — | — | ||||||||||||||||||||||||||
| Cordoba Mineral Corp.5 | Alacran | Indicated | 1,522,000 | — | — | 0.28 | 0.88 | — | — | 14,000 | 43,000 | Colombia | Copper<br><br>Gold<br><br>Silver | |||||||||||||||||||||||
| Inferred | 31,839,000 | 0.20 | — | 0.25 | 1.10 | 64,000 | — | 259,000 | 1,101,000 | |||||||||||||||||||||||||||
| Total6 | Measured | 8,204,000 | — | — | — | — | 27,000 | — | 158,000 | — | — | — | ||||||||||||||||||||||||
| Indicated | 281,131,000 | — | — | — | — | 2,961,000 | 51,000 | 535,000 | 43,000 | — | — | |||||||||||||||||||||||||
| Inferred | 322,647,000 | — | — | — | — | 2,290,000 | 285,000 | 764,000 | 1,101,000 | — | — |
Below is a summary table of estimated in situ Mineral Reserves as at December 31, 2024, which are presented on a 100% project basis.
| Company | Deposit | Category | Tonnes | Total<br><br>Cu (%) | Ni (%) | Au (g/t) | Ag (g/t) | Contained<br><br>Cu (tonnes) | Contained<br>Ni (tonnes) | Contained<br>Au (oz) | Contained<br><br>Ag (oz) | Geographic<br><br>Area | Resource<br>Category |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cordoba Mineral Corp.7 | Alacran | Probable | 97,950,000 | 0.41 | — | 0.23 | 2.63 | 403,000 | — | 739,000 | 8,289,000 | Colombia | Copper<br>Gold<br>Silver |
1S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona, dated September 6, 2023 - Santa Cruz Deposit 0.70% TCu cut-off, Texaco Deposit 0.80% TCu cut-off, and East Ridge 0.90% TCu cut-off; $3.70/lb Cu. Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2024.
2Kaizen Discovery Inc. NI 43-101 Technical Report Pinaya Gold-Copper Project, Caylloma and Lampa Provinces, Peru - Copper‐equivalent grade estimate based on $2.84/lb copper and $1,236/oz gold. Mineral Resources are reported at cut‐off grades of 0.25 g/t Au and 0.3% Cu Equivalent and average metallurgical recoveries of 80%. Ronald G. Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards and remained accurate as of December 31, 2024.
3Sama Nickel Corporation Inc. Assumptions include NSR Cut-off grade of $16.34/t milled; long-term metal prices of $3.75/lb Cu, $8.70/lb Ni, and $1,690/oz Au; mining costs of $1.68/t Saprolite, $2.26/t Fresh, $0.05/t incremental and $0.09/t sustaining capital, $13.02/t milled processing cost, $.3.32/t milled G&A, treatment charge of $105/t Cu conc. and $346/t conc. Ni; and metallurgical recoveries varied based on concentration and grade. Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above and in footnote 4 satisfy S-K 1300 standards remained accurate as of December 31, 2024.
4Sama Nickel Corporation Inc. The Mineral Resource Estimate includes an inferred estimate for the Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel. The deposit has an estimated 37,000 tonnes of nickel and 1,000 tonnes of cobalt.
5Cordoba Minerals Corp. NSR cut-off grade varied from $2.08/t to $9.88/t milled based on processing, and G&A costs as well as the recoveries in different unit, long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag. Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024.
6Total Mineral Resources include an inferred estimate for the Sama Nickel Corporation Inc. Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel. The deposit has an estimated 37,000 tonnes of nickel and 1,000 tonnes of cobalt.
7Cordoba Minerals Corp. Open pit cut-off value varied from $2.07/t to $10.26/t milled based on processing, and G&A costs as well as the recoveries in different units. Long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag. Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024.
Below is a summary table of estimated in situ Mineral Resources as at December 31, 2024, which are presented on an attributable basis, exclusive of Mineral Reserves.
| Company | Deposit | Attributable<br>Ownership of Deposit | Category | Attributable<br>Tonnes | Total<br><br>Cu (%) | Ni (%) | Au (g/t) | Ag (g/t) | Attributable<br>Contained<br>Cu (tonnes) | Attributable<br>Contained<br>Ni (tonnes) | Attributable<br>Contained<br>Au (oz) | Attributable<br><br>Contained<br><br>Ag (oz) | Geographic<br><br>Area | Resource<br><br>Category | |||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Attributable Basis | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ivanhoe Electric1 | Santa Cruz | 100.0 | % | Indicated | 226,715,000 | 1.24 | — | — | — | 2,807,000 | — | — | — | Arizona,U.S. | Copper | ||||||||||||||||||||||||||||||||||||||
| Inferred | 148,998,000 | 1.24 | — | — | — | 1,847,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Kaizen Discovery Inc.2* | Pinaya | 100.0 | % | Measured | 8,204,000 | 0.326 | — | 0.600 | — | 27,000 | — | 158,000 | — | Peru | Copper<br><br>Gold | ||||||||||||||||||||||||||||||||||||||
| Indicated | 33,487,000 | 0.324 | — | 0.462 | — | 108,000 | — | 497,000 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Inferred | 40,216,000 | 0.360 | — | 0.300 | — | 145,000 | — | 388,000 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Sama Nickel Corporation Inc.3,4 | Samapleu Main | 69.1 | % | Indicated | 10,536,000 | 0.22 | 0.26 | 0.04 | — | 24,000 | 27,000 | 13,000 | — | Ivory Coast | Nickel<br>Copper | ||||||||||||||||||||||||||||||||||||||
| Inferred | 14,747,000 | 0.21 | 0.25 | 0.04 | — | 30,000 | 37,000 | 17,000 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Samapleu Extension | Indicated | 355,000 | 0.16 | 0.25 | 0.02 | — | 600 | 1,000 | 300 | — | |||||||||||||||||||||||||||||||||||||||||||
| Inferred | 7,522,000 | 0.22 | 0.28 | 0.02 | — | 17,000 | 21,000 | 6,000 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Grata | Indicated | 2,519,000 | 0.29 | 0.28 | 0.04 | — | 7,000 | 7,000 | 4,000 | — | |||||||||||||||||||||||||||||||||||||||||||
| Inferred | 46,485,000 | 0.25 | 0.24 | 0.04 | — | 115,000 | 113,000 | 58,000 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Sipilou Sud | Inferred | 1,448,000 | — | 1.75 | — | — | — | 25,000 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Cordoba Mineral Corp.5 | Alacran | 31.2 | % | Indicated | 475,000 | — | — | 0.28 | 0.88 | — | — | 4,000 | 13,000 | Colombia | Copper<br><br>Gold<br><br>Silver | ||||||||||||||||||||||||||||||||||||||
| Inferred | 9,934,000 | 0.20 | — | 0.21 | 0.94 | 20,000 | — | 81,000 | 343,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Total6 | Measured | 8,204,000 | — | — | — | — | 27,000 | — | 158,000 | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Indicated | 274,087,000 | — | — | — | — | 3,095,000 | 35,000 | 518,000 | 13,000 | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Inferred | 269,350,000 | — | — | — | — | 2,174,000 | 196,000 | 549,240 | 343,000 | — | — |
Below is a summary table of estimated in situ Mineral Reserves as at December 31, 2024, which are presented on an attributable basis.
| Company | Deposit | Attributable Ownership of Deposit | Category | Tonnes | Total<br><br>Cu (%) | Ni (%) | Au (g/t) | Ag (g/t) | Attributable<br><br>Contained<br><br>Cu (tonnes) | Attributable<br>Contained<br>Ni (tonnes) | Attributable<br>Contained<br>Au (oz) | Attributable<br><br>Contained<br><br>Ag (oz) | Geographic<br><br>Area | Resource<br>Category |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cordoba Mineral Corp.7 | Alacran | 31.2% | Probable | 30,560,000 | 0.41 | — | 0.23 | 2.63 | 126,000 | — | 230,000 | 2,586,000 | Colombia | Copper<br>Gold<br>Silver |
1S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona, dated September 6, 2023 - Santa Cruz Deposit 0.70% TCu cut-off, Texaco Deposit 0.80% TCu cut-off, and East Ridge 0.90% TCu cut-off; $3.70/lb Cu. Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2024.
2Kaizen Discovery Inc. Copper‐equivalent grade estimate based on $2.84/lb copper and $1,236/oz gold. Mineral Resources are reported at cut‐off grades of 0.25 g/t Au and 0.3% Cu Equivalent and average metallurgical recoveries of 80%. Ronald G. Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards and remained accurate as of December 31, 2024.
3Sama Nickel Corporation Inc. Assumptions include NSR Cut-off grade of $16.34/t milled; long-term metal prices of $3.75/lb Cu, $8.70/lb Ni, and $1,690/oz Au; mining costs of $1.68/t Saprolite, $2.26/t Fresh, $0.05/t incremental and $0.09/t sustaining capital, $13.02/t milled processing cost, $.3.32/t milled G&A, treatment charge of $105/t Cu conc. and $346/t conc. Ni; and metallurgical recoveries varied based on concentration and grade. Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above and in footnote 4 satisfy S-K 1300 standards remained accurate as of December 31, 2024.
4Sama Nickel Corporation Inc. The Mineral Resource Estimate includes an inferred estimate for the Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel. The deposit has an estimated 37,000 tonnes of nickel and 1,000 tonnes of cobalt.
5Cordoba Minerals Corp. NI 43-101 Technical Report & Feasibility Study, Alacran Project, in Colombia, Mineral Resource effective December 18, 2023 - NSR cut-off grade varied from $2.08/t to $9.88/t milled based on processing, and G&A costs as well as the recoveries in different unit, long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag. Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024.
6Total Mineral Resources include an inferred estimate for the Sama Nickel Corporation Inc. Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel. The deposit has an estimated 37,000 tonnes of nickel and 1,000 tonnes of cobalt.
7Cordoba Minerals Corp. NI 43-101 Technical Report & Feasibility Study, Alacran Project, in Colombia, Mineral Reserve effective October 21, 2021 - Open pit cut-off value varied from $2.07/t to $10.26/t milled based on processing, and G&A costs as well as the recoveries in different units. Long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag. Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024.
Typhoon™
We own, through a wholly-owned subsidiary, patents to a proprietary exploration technology known as Typhoon™. When we reference “our” Typhoon™ technology, we mean the technology that is covered by patents owned by our wholly-owned subsidiary Geo27, Inc. (“Geo27”). We also are the exclusive worldwide licensee of certain technology in the field of geological survey for mineral exploration from I-Pulse Inc. (“I-Pulse”). I-Pulse is the parent of our predecessor company, HPX.
Typhoon™ is the brand name for our proprietary electrical geophysical surveying transmitter, which can detect the presence of sulfide minerals containing copper, nickel, gold and silver, as well as water and oil (although the Company does not hold any rights to water and oil exploration). The technology was developed by I-Pulse to unlock exploration in areas where potential deposits are hidden by cover, where target depths exceed the range of conventional geophysical surveying systems, or where the scale and topography of an exploration target area prevents efficient and cost-effective conventional work. Typhoon™ allows us to potentially discover deposits otherwise thought to be undetectable through conventional survey methods and technology.
We own the issued patents shown below. These patents cover certain aspects of our Typhoon™ technology. The actual protection afforded by these patents varies depending on the scope of coverage of each individual patent as well as the availability of legal remedies in each jurisdiction.
| Type | Short title | Country | Grant Date | Grant Number | Expiration<br><br>Date | ||||
|---|---|---|---|---|---|---|---|---|---|
| Patent | Current signal generator and method of implementing such a generator | France | 16/02/2018 | FR2980653 | 22/09/2031 | ||||
| Australia | 05/01/2017 | AU2012311429 | 21/09/2032 | ||||||
| Brazil | 19/01/2021 | BR112014006276 | 21/09/2032 | ||||||
| Canada | 22/05/2018 | CA2849558 | 21/09/2032 | ||||||
| Indonesia | Pending | ||||||||
| Turkey | 21/04/2015 | TR201403350B | 21/09/2032 | ||||||
| USA | 28/02/2017 | US9584037 | 18/09/2033 | ||||||
| Patent | Current generator and method for generating current pulses | France | 04/04/2014 | FR2988933 | 30/03/2032 | ||||
| Australia | 02/02/2017 | AU2013241675 | 29/03/2033 | ||||||
| Canada | 08/09/2020 | CA2869170 | 29/03/2033 | ||||||
| Chile | 30/10/2018 | CL56649 | 29/03/2033 | ||||||
| Peru | 20/05/2019 | PE9489 | 29/03/2033 | ||||||
| USA | 28/06/2016 | US9379636 | 03/06/2033 | ||||||
| Patent | Switch and system to inject current | France | 28/01/2022 | FR3105446 | 20/12/2039 |
We believe the following specifications differentiate Typhoon™ from conventional geophysical systems:
•high current that is adjustable according to the depth and scale of the exploration target;
•high voltages that are also adjustable to overcome near-surface resistance;
•the ability to transmit both electromagnetic and direct current signals;
•extremely clean signal, which yields a high signal to noise ratio in recorded data;
•the ability to synchronize with multiple types of data receivers, so that the user can choose the receiver system most appropriate for the exploration environment; and
•three deployment configurations, from a large containerized system to a smaller lightweight system that is helicopter portable.
Figure: Schematic of Typhoon™ at work.
We currently have four 1st Generation Typhoon™ units and six 2nd Generation Typhoon™ units, which allow us to evaluate multiple prospects at any given time. Three of the 2nd Generation units are owned by the Saudi JVCo and used under license. One 2nd Generation unit is dedicated to the Exploration Alliance with BHP.
The data processing and artificial intelligence software developed by our subsidiary CGI complements our Typhoon™ technology and represents the only software product that can efficiently process the full spectrum of geophysical data produced by Typhoon™.
Computational Geosciences
CGI is headquartered in Vancouver, British Columbia, Canada. It was founded in 2010 in order to capitalize on advanced software technology developed at the University of British Columbia that was designed to improve mineral exploration. The technology has undergone significant improvements over the years and extended its market reach into the oil & gas sector as well as water exploration activities. As of December 31, 2024, we owned 94.3% of CGI’s outstanding shares while 5.6% are equally held by CGI’s two co-founders. CGI was co-founded by Livia Mahler B.Sc., MBA, who currently serves as CGI’s Interim Chief Executive Officer, and Dr. Eldad Haber Ph.D., who currently serves as CGI’s Chief Technology Officer, and is a professor at the University of British Columbia.
CGI’s technology consists of sophisticated software codes and artificial intelligence tools (“AI”). The software codes are used to process geophysical data (including that generated by Typhoon™) in order to build accurate 3D subsurface images that indicate the presence of various metals and minerals, as well as water and oil. The AI tools are used to generate prospectivity maps for specific minerals, based on deep learning algorithms analyzing vast amounts of geoscience data.
CGI provides fee-for-service and software licensing agreements to customers in the area of critical minerals, energy and water exploration. CGI’s services apply its geophysical data inversion codes on geophysical data (included that of Typhoon™) collected by third party data acquirers as well as other sources such as public or private libraries, in order to construct and refine 3D subsurface images. These services help CGI’s customers in geophysical survey design through more accurately identifying potential resource targets for exploration while minimizing the operational footprint of those exploration activities. CGI also offers mineral prospectivity mapping services which are based on deep learning AI algorithms to help identify and rank prospective areas for critical minerals. In order to prepare diverse layers for AI algorithms, CGI uses unique tools such as data augmentation for sparse, unstructured data which enhance the results and provide critical knowledge of the subsurface for clients.
CGI applies its services to not only mineral projects but also to the global energy industry and in the search for underground water resources. In the energy sector, CGI has independently developed and collaborated to deploy a real-time 3D inversion service for resistivity logging-while-drilling (“LWD”) data, significantly optimizing well placement and well completion designs to maximize reservoir productivity. CGI is also able to monitor fluid substitution within reservoirs, whether for enhanced oil recovery or carbon capture and storage. CGI has entered into a non-exclusive licensing agreement with a major oilfield service provider for the worldwide license of the LWD code. With respect to the identification of underground water resources, CGI’s technology can also be deployed to predict prospective areas or delineate known water aquifers.
CGI does not patent its software codes. CGI owns codes for magnetics, gravity, DC/IP and electromagnetics.
CGI’s intention is to grow its client base in the mining sector for existing geophysical inversion and AI based services in order to increase its revenue from third party sources. CGI is currently developing two new geophysical modelling products and has identified another solution for the AI-based platform digitization application. CGI is also building large geoscience databases from vast amounts of publicly available data in various countries and regions of the world in order to use these datasets to map minerals, water, geothermal and other targets. CGI competes with geophysical data processors, airborne and ground surveyors, off-shore surveyors, and AI service providers. These include companies such as TechnoImaging, LLC, Geotech Ltd., KoBold Metals and Quantec Geoscience.
VRB Energy - Vanadium Redox Flow Technology
In October 2024, VRB Energy Inc. (“VRB Energy”), a 90% owned subsidiary of Ivanhoe Electric, entered into definitive agreements providing for the creation of a 49%/51% joint venture (“VRB Transaction”) between VRB Energy and China Energy Storage Industry Co., Ltd. (“Red Sun”), a subsidiary of privately held Shanxi Red Sun Co., Ltd. Following the VRB Transaction, VRB Energy owns a 49% interest in the joint venture (“VRB China Joint Venture”), which manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets. The VRB China Joint Venture agreement provides for funding of the VRB China Joint Venture after the VRB Transaction to be pro rata and subject to a customary dilution formula. Certain matters may not be taken by the VRB China Joint Venture without the affirmative vote or consent of the shareholder holding, or the shareholders collectively holding, at least two-thirds (2/3) of the equity interest. The board will be set at six directors, with two nominees from VRB Energy. So long as VRB Energy owns 20% of the share capital of the VRB China Joint Venture, it shall be entitled to designate two of six directors on the board. From the date that VRB Energy has less than 20% of the share capital of the VRB China Joint Venture but more than 10%, it shall be entitled to designate only one of six directors. Should VRB Energy come to own less than 10% of the share capital of the VRB China Joint Venture, it shall not be entitled to designate any nominees on the Board. Subject to certain exceptions, the Board shall operate by majority vote. A cooperation agreement provides for certain allocations of business opportunities, supply arrangements, technical assistance and intellectual property arrangements as between the businesses of the VRB China Joint Venture and VRB Energy USA, Inc.
VRB Energy also owns 100% of VRB Energy USA, Inc. (“VRB USA”), an Arizona-based business focused on the development and manufacture of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources. Pursuant to the VRB Transaction, the VRB China Joint Venture will receive approximately $35.2 million from Red Sun in tranches to be fully received by the end of 2025, with $12.7 million of those payments having been received to date. In addition, VRB Energy will receive $20 million from Red Sun in two tranches, to be completed by June 30, 2025, which will be used to advance VRB USA. On October 28, 2024, the first $10.0 million was deposited to an account in China jointly controlled by Red Sun and VRB Energy. Following receipt of several regulatory approvals required to transfer the funds outside of China, on February 12, 2025 VRB received the first tranche payment with the second tranche payment being due in June 2025.
The current commercial platform of both VRB China Joint Venture and VRB USA is the Third Generation Vanadium Redox Battery Energy Storage System (“Gen3 VRB-ESS”). The Gen3 VRB-ESS is a commercially validated system that presents a superior solution for grid-scale utility storage compared to existing lithium-ion batteries. We believe VRB-ESS® batteries deliver better levelized cost of storage with superior safety characteristics compared to lithium-ion battery systems. In 2023 VRB’s 1MW power module and 60kW cell stacks were certified to Underwriters Laboratories (“UL”) UL1973 product safety standards. UL 1973 is recognized as a global standard for commercially available battery energy storage.
The growing demand for renewable energy sources is expected to drive the demand for long-duration, long-lasting, safe and reliable vanadium flow batteries as a superior solution to lithium-ion batteries for grid scale energy storage.
We believe VRB-ESS® batteries can be charged and discharged over an almost unlimited number of cycles without wearing out and causing deterioration of the vanadium electrolyte, providing the lowest lifecycle cost of energy of any type of grid scale energy storage. In addition, VRB Energy’s proprietary electrolyte formula contains no heavy metals and the water-based electrolyte is non-flammable and 100% reusable.
Figure: VRB-ESS® System Overview
Corporate Governance, ESG and Leadership
Longstanding Leadership Commitment to ESG Principles
The leadership team at Ivanhoe Electric has a proven track record of implementing environmental, social and governance (“ESG”) focused policies and strategies pertaining to community engagement, diversity, safety, environmental standards and clean energy. This has been a focus of Robert Friedland from his work in other ventures, including at Ivanhoe Mines.
Ivanhoe Electric is advancing ESG initiatives as it continues to explore the Company’s assets and move into mineral production. As part of its ongoing commitment to good corporate stewardship, in 2023 the Company hired a full-time senior leader to focus on its ESG initiatives. The new role leads cross-functional efforts to coordinate, execute, and communicate the Company’s ESG efforts and to integrate ESG policies, frameworks, goals, and metrics into the Company’s business risk and opportunity strategies.
Additionally, in 2024, the Board of Directors created a Health, Safety and Environmental (HS&E) Committee to oversee the Company’s key health, safety, environmental and social policies and related risks, opportunities and matters affecting the Company’s business. The HS&E and Audit Committees will ensure accurate reporting of ESG matters of the Company.
Environmental, Health, and Safety Matters
We are required to comply with numerous environmental laws, regulations and permits in addition to those discussed above. These additional requirements include, for example, various permits regulating road construction and drilling at our mineral projects. We endeavor to conduct our mining operations in compliance with all applicable laws and regulations. However, because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time in the industry.
Human Capital
We are committed to promoting the health, safety and well-being of our workforce and striving to further strengthen our commitment to promoting an inclusive and diverse workplace. We believe our workforce is the foundation of our success. Our Board of Directors oversees our policies and implementation programs that govern our approach to management of our human capital, with the HS&E and Compensation and Nominating Committees having oversight of human capital matters, including those relating to health and safety, executive recruitment, retention and development, pay equity, and inclusion and diversity.
As of December 31, 2024, Ivanhoe Electric and its subsidiaries had 240 full time employees. We consider our relationship with our employees to be strong. None of our employees are represented by a labor union or party to a collective bargaining agreement.
History
2021 Reorganization and Financing
We were incorporated in Delaware on July 14, 2020, as a wholly-owned subsidiary of Ivanhoe Atlantic Inc. (which was then called HPX). On April 30, 2021, HPX completed a restructuring whereby HPX contributed (i) all of the issued and outstanding shares of HPX’s subsidiaries, other than those holding direct or indirect interests in its Nimba Iron Ore Project; (ii) certain property, plant and equipment; and (iii) certain financial assets, in exchange for shares of our common stock. HPX then distributed the shares common stock to HPX stockholders by way of a dividend, with each HPX stockholder receiving one share of our common stock for each HPX share of common stock then held by the stockholder.
On April 30, 2021 we also entered into an intellectual property assignment and novation agreement with HPX, I-Pulse, and several subsidiary companies by which the rights to certain technology and patent license agreements previously held by HPX or a subsidiary, as licensee, were assigned to us.
Stapled Offering of Equity and Series 1 Convertible Notes
Between August 3, 2021 and November 17, 2021, we and I-Pulse, issued and sold “bundles” of securities comprised of (i) an aggregate of 4,015,990 shares of our common stock at $2.49 per share, (ii) $49,999,200 aggregate principal amount of promissory notes convertible into shares of our common stock (“Convertible Notes”), and (iii) $19,999,680 aggregate principal amount of promissory notes issued by I-Pulse convertible into shares of our common stock held by I-Pulse (“I-
Pulse Convertible PIK Notes”). The securities comprising the bundles were immediately separable. As a result, we raised gross proceeds of $59,999,040. We did not receive any proceeds from the issuance of the I-Pulse Convertible PIK Notes.
Upon the consummation of our initial public offering, the Convertible Notes, including any accrued but unpaid interest, automatically converted into 5,419,923 shares of our common stock at a price per share equal to $9.39 per share of common stock.
Pursuant to the terms of the I-Pulse Convertible PIK Notes, upon the consummation of our initial public offering, the I-Pulse Convertible PIK Notes, including any accrued but unpaid interest, were able to be exchanged, in whole or in part, at the option of the holder, into shares of our common stock then held by I-Pulse at a price per share equal to $4.6929 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions. The I-Pulse Convertible PIK Notes were also convertible at the option of the holder at any time prior to maturity into shares of I-Pulse common stock. The I-Pulse Convertible PIK Notes matured on July 31, 2023.
Series 2 Convertible Notes
On April 5, 2022, we issued and sold an aggregate principal amount of $86,200,000 of our Series 2 Convertible Notes.
Upon the consummation of our initial public offering, the Series 2 Convertible Notes, including any accrued but unpaid interest thereon, automatically converted into 8,209,035 shares of our common stock at a price per share equal to $10.58 per share.
Reverse Stock Split
On June 16, 2022, we effected a reverse stock split of our outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”). The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, per share data and related information have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Initial Public Offering
On June 30, 2022, we completed an initial public offering of 14,388,000 shares of our common stock at a price of $11.75 per share, resulting in gross proceeds from the offering of $169.1 million. The Company’s shares were listed on the NYSE American and the Toronto Stock Exchange under the ticker symbol “IE”.
Corporate Information
We were incorporated in the State of Delaware in July 2020. Our principal executive offices are located at 450 E. Rio Salado Parkway, Suite 130, Tempe, Arizona, and our telephone number is (480) 656-5821. Our website address is ivanhoeelectric.com.
Available Information
We make available, free of charge, on our website at ivanhoeelectric.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. We do not incorporate the information on or accessible through our website into this Annual Report, and you should not consider any information on, or that can be accessed through, our website a part of this Annual Report or any other filing we make with the SEC.
All such reports are also available free of charge via EDGAR through the SEC website at www.sec.gov.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements. See Item 8 “Financial Statements and Supplemental Information” elsewhere in this Annual Report on Form 10-K.
(2) Financial Statement Schedules. None. Financial statement schedules have been omitted because they are not applicable.
(3) Exhibits. The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K:
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit<br>Number | Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 2.1 | Contribution Agreement dated as of April 30, 2021, between the High Power Exploration Inc. and the Registrant | S-1 | 333-265175 | 2.1 | May 24, 2022 | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant as currently in effect | 8-K | 001-41436 | 3.1 | June 30, 2022 | |
| 3.2 | Second Amended and Restated By-Laws of the Registrant as currently in effect | 8-K/A | 001-41436 | 3.1 | February 24, 2025 | |
| 4.1 | Description of Registrant’s Securities | * | ||||
| 4.2 | Stockholders Agreement dated as of April 30, 2021, by and among the Registrant, I-Pulse Inc., Ivanhoe Industries, LLC, Point Piper, LLC, Century Vision Holdings Limited and Iridium Opportunity Fund A LP | S-1 | 333-265175 | 4.4 | May 24, 2022 | |
| 4.3 | First Amendment dated as of June 28, 2021 to the Stockholders Agreement dated as of April 30, 2021, by and among the Registrant, I-Pulse Inc., Ivanhoe Industries, LLC, Point Piper, LLC, Century Vision Holdings Limited and Iridium Opportunity Fund A LP | S-1 | 333-265175 | 4.5 | May 24, 2022 | |
| 4.4 | Second Amended and Restated Stockholders Agreement dated as of April 5, 2022, by and among the Registrant, I-Pulse Inc., Castelnau LLC, Robert Friedland, and each of the investors signatory thereto | S-1 | 333-265175 | 4.6 | May 24, 2022 | |
| 4.5 | Amended and Restated Registration Rights Agreement dated as of April 5, 2022, by and among the Registrant and the investors signatory thereto | S-1 | 333-265175 | 4.7 | May 24, 2022 | |
| 4.6^##** | Warrant Agent Agreement including form of Warrant | |||||
| 10.1 | Assignment Agreement dated as of October 27, 2021 by and among the Registrant, Mesa Cobre Holding Corporation, Central Arizona Resources, LLC, Presidio Group Inc., Russell Mining Corp., and Gold Coast Mining Inc. | S-1 | 333-265175 | 10.1 | May 24, 2022 | |
| 10.2 | Purchase and Sale Agreement between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LLC dated May 10, 2023. | 8-K/A | 001-41436 | 10.1 | May 11, 2023 | |
| 10.3 | Secured Promissory Note between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LP dated May 23, 2023 | 8-K | 001-41436 | 10.1 | May 24, 2023 | |
| 10.4 | Deed of Trust and Assignment of Rents between Mesa Cobre Holding Corporation and First American Title Insurance Company for the benefit of Wolff-Harvard Ventures, LP dated May 23, 2023 | 8-K | 001-41436 | 10.2 | May 24, 2023 | |
| 10.5 | Technology License Agreement dated as of March 23, 2012, between High Power Exploration Inc. and I-Pulse Inc | S-1 | 333-265175 | 10.3 | May 24, 2022 | |
| 10.6 | Technology License Agreement dated as of March 23, 2012, between High Power Exploration Inc. and HPX TechCo Inc. and GEO27 S.a.r.l | S-1 | 333-265175 | 10.4 | May 24, 2022 | |
| 10.7 | Patent License Agreement Amendment and Novation dated as of March 23, 2012, between High Power Exploration Inc. and GEO27 S.a.r.l. | S-1 | 333-265175 | 10.5 | May 24, 2022 | |
| 10.8 | Assignment and Novation Agreement, dated as of April 30, 2021, between High Power Exploration Inc. and each of I-Pulse Inc., HPX TechCo Inc. and GEO27 S.a.r.l. | S-1 | 333-265175 | 10.6 | May 24, 2022 | |
| 10.9 | Option Agreement for Purchase and Sale, dated August 16, 2021, by and between Central Arizona Resources, LLC and DRH Energy, Inc. | S-1 | 333-265175 | 10.7 | May 24, 2022 | |
| --- | --- | --- | --- | --- | --- | |
| 10.10 | Amended and Restated Shareholders’ Corporate Management and Cost Sharing Agreement dated as of December 4, 2013, as amended as of January 1, 2016, among the shareholders of Global Mining Management (BVI) Corp., Global Mining Management (BVI) Corp. and Global Mining Management Corporation | S-1 | 333-265175 | 10.9 | May 24, 2022 | |
| 10.11# | Purchase and Sale Agreement dated as of October 19, 2017 | S-1 | 333-265175 | 10.10 | June 21, 2022 | |
| 10.12# | Purchase and Sale Agreement dated as of October 4, 2018 | S-1 | 333-265175 | 10.11 | June 21, 2022 | |
| 10.13# | Purchase and Sale Agreement dated as of October 4, 2018 | S-1 | 333-265175 | 10.12 | June 21, 2022 | |
| 10.14# | Purchase and Sale Agreement dated as of October 4, 2018 | S-1 | 333-265175 | 10.13 | June 21, 2022 | |
| 10.15# | Purchase and Sale Agreement dated as of June 14, 2019 | S-1 | 333-265175 | 10.14 | June 21, 2022 | |
| 10.16## | Common Stock Subscription Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Ma’aden) dated May 15, 2023 | 8-K | 001-41436 | 10.1 | May 15, 2023 | |
| 10.17 | Investor Rights Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023 | 10-Q | 001-41436 | 10.9 | August 14, 2023 | |
| 10.18 | Shareholders Agreement by and among Ivanhoe Electric Inc., Ivanhoe Electric Mena Holdings Ltd., Ma’aden Ivanhoe Electric Exploration and Development Limited Company and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023 | 10-Q | 001-41436 | 10.10 | August 14, 2023 | |
| 10.19 | Amendment to Shareholders’ Agreement in Respect of Ma’aden Ivanhoe Electric Exploration and Development Company dated November 1, 2023 | 10-K | 001-41436 | 10.20 | February, 26, 2024 | |
| 10.20## | Purchase, Sale and Investment Agreement | 8-K | 001-41436 | 10.1 | October 15, 2024 | |
| 10.21## | VRB China Joint Venture Agreement | 8-K | 001-41436 | 10.2 | October 15, 2024 | |
| 10.22 | Cooperation Agreement | 8-K | 001-41436 | 10.3 | October 15, 2024 | |
| 10.23## | Exploration Alliance Agreement dated May 7, 2024 | 8-K | 001-41436 | 10.1 | May 8, 2024 | |
| 10.24^ | Common Stock Subscription Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Ma’aden) dated October 23, 2023 | 8-K/A | 001-41436 | 10.1 | October 24, 2023 | |
| 10.25= | Ivanhoe Electric Inc. Equity Incentive Plan | S-1 | 333-265175 | 10.15 | May 24, 2022 | |
| 10.26= | Long Term Incentive Plan | S-1 | 333-265175 | 10.16 | June 21, 2022 | |
| 10.27= | Form of Stock Option Agreement (Employees) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.24 | March 14, 2023 | |
| 10.28= | Form of Stock Option Agreement (CEO) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.25 | March 14, 2023 | |
| 10.29= | Form of Stock Option Agreement (Executive, 4-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.26 | March 14, 2023 | |
| 10.30= | Form of Stock Option Agreement (Executive, 3-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.27 | March 14, 2023 | |
| 10.31= | Form of Restricted Stock Unit Award Agreement (4-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.28 | March 14, 2023 | |
| 10.32= | Form of Restricted Stock Unit Award Agreement (3-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.29 | March 14, 2023 | |
| 10.33= | Form of Restricted Stock Unit Award Agreement (5-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | 10-K | 001-41436 | 10.31 | February 26, 2024 | |
| 10.34= | Form of Non-Employee Director Deferred Stock Unit Award Agreement (3-year grant) | 10-K | 001-41436 | 10.30 | March 14, 2023 | |
| 10.35= | Form of Non-Employee Director Deferred Stock Unit Award Agreement (annual grant) | 10-K | 001-41436 | 10.31 | March 14, 2023 | |
| 10.36= | Form of Non-Employee Director Deferred Share Unit Award Agreement | 10-Q | 001-41436 | 99.1 | August 14, 2023 | |
| 10.37= | Form of Non-Employee Director Deferred Share Unit Award Agreement (without election) | 10-K | 001-41436 | 10.35 | February 26, 2024 | |
| 10.38=** | Form of Performance Share Unit Award Agreement (3-year cliff vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 10.39= | Cordoba Minerals Corp. Amended Long Term Incentive Plan | * | ||||
| 10.40= | Cordoba Minerals Corp. Amended Stock Option Plan | * | ||||
| 10.41= | VRB Energy Inc. (formerly JD Holding Inc.) Stock Option Plan | 10-K | 001-41436 | 10.38 | February 26, 2024 | |
| 10.42= | Computational Geosciences Inc. Amended & Restated 2011 Incentive Stock Option Plan | 10-Q | 001-41436 | 10.3 | August 7, 2024 | |
| 10.43 | Form of Indemnification Agreement | S-1 | 333-265175 | 10.19 | June 21, 2022 | |
| 10.44 | Form of Director Indemnification Agreement | 8-K | 001-41436 | Schedule 6 of 10.1 | May 15, 2023 | |
| 10.45= | Employment Agreement between the Ivanhoe Electric Inc. and Taylor Melvin dated October 21, 2022 | 10-Q | 001-41436 | 10.1 | November 14, 2022 | |
| 10.46= | Employment Agreement between Ivanhoe Electric Inc. and Jordan Neeser dated November 17, 2022 | 8-K | 001-41436 | 10.2 | November 21, 2022 | |
| 10.47= | Executive Employment Agreement dated December 30, 2022 between the Company and Stephani Terhorst | 10-K | 001-41436 | 10.43 | February 26, 2024 | |
| 10.48= | Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph | 10-Q | 001-41436 | 10.2 | May 15, 2023 | |
| 10.49=** | Amended Executive Employment Agreement dated February 25, 2025 between the Company and Mark Gibson | |||||
| 10.50=** | Second Amended and Restated Executive Employment Agreement dated February 25, 2025 between the Company and Glen Kuntz | |||||
| 10.51= | Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Company and Quentin Markin | 10-Q | 001-41436 | 10.3 | August 14, 2023 | |
| 10.52=** | Amended Executive Employment Agreement dated February 25, 2025 between the Company and Graham Boyd | |||||
| 10.55= | Annual Compensation Letter- Robert Friedland | 8-K | 001-41436 | 10.1 | May 9, 2024 | |
| 10.54= | Strategic Advisory Services Agreement between Cordoba Minerals Corp. and Robert Friedland dated December 3, 2020 | 10-K | 001-41436 | 10.49 | February 26, 2024 | |
| 10.55 | Underwriting Agreement dated as of September 14, 2023 | 8-K | 001-41436 | 1.1 | September 14, 2023 | |
| 10.56 | Underwriting Agreement dated as of February 12, 2025 | 8-K | 001-41436 | 1.1 | February 12, 2025 | |
| 14.1** | Code of Ethics | |||||
| 19.1** | Insider Trading Policy | |||||
| 21.1** | Subsidiaries of the Registrant | |||||
| 23.1 | Consent of Deloitte LLP | * | ||||
| 23.2** | Qualified Person Consent SRK for report titled “S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah” dated February 23, 2024 | |||||
| 23.3** | Qualified Person Consent Leslie Cole NI 43-101 Technical Report titled “Pinaya Gold- Copper Project Technical Report” with an effective date of April 26, 2016 | |||||
| 23.4** | Qualified Person Consent Simpson NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date of April 26, 2016 | |||||
| 23.5** | Qualified Person Consent SRK Consulting (U.S.), Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.6** | Qualified Person Consent of KCB Consultants Ltd. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.7** | Qualified Person Consent of Life Cycle Geo, LLC for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.8** | Qualified Person Consent of M3 Engineering and Technology Corp. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.9** | Qualified Person Consent of Nordmin Engineering Ltd. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 23.10** | Qualified Person Consent of Call & Nicholas, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.11** | Qualified Person Consent of Tetra Tech, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.12** | Qualified Person Consent of INTERA Incorporated for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.13** | Qualified Person Consent of Haley & Aldrich, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.14** | Qualified Person Consent of Met Engineering, LLC for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 | |||||
| 23.15 | Qualified Person Consent of Glen Kuntz | * | ||||
| 23.16** | Qualified Person Consent of Colin Shaw | |||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.1+** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2+** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 96.1 | Technical Report Summary on the Santa Cruz Project, Arizona, U.S.A., SRK Consulting (U.S.), Inc., KCB Consultants Ltd., Life Cycle Geo, LLC, M3 Engineering and Technology Corp., Nordmin Engineering Ltd., Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC, dated of September 6, 2023 | 8-K | 001-41436 | 96.1 | September 6, 2023 | |
| 97.1** | Ivanhoe Electric Inc. Clawback Policy | |||||
| 99.1 | S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah, prepared by SRK Consulting (U.S.) Inc., dated February 23, 2024 | 10-K | 001-41436 | 96.2 | February 26, 2024 | |
| 101.INS** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- The information contained in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report on Form 10-K), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
Certain schedules or portions thereof are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule to the U.S. Securities and Exchange Commission or its staff upon request.
^ Certain schedules or portions thereof are omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule or portion to the U.S. Securities and Exchange Commission or its staff upon request.
= Indicates management contract or compensatory plan.
** Previously filed with the Original 10-K.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ivanhoe Electric Inc. | |
|---|---|
| Date: February 28, 2025 | /s/ Taylor Melvin |
| Taylor Melvin | |
| Chief Executive Officer, President and Director |
Document
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
The following summary of the material terms of the securities of Ivanhoe Electric, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our stock does not purport to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to the full text of the Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). We urge you to read our Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) and our Second Amended and Restated Bylaws (“Second Amended and Restated Bylaws”) in their entirety for a complete description of the rights and preferences of our securities. As used in this “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,” references to the “Company,” “we,” “our” or “us” refer solely to Ivanhoe Electric, Inc. and not to any of its subsidiaries, unless otherwise expressly stated or the context otherwise requires.
General
Our authorized capital stock consists of 700,000,000 shares of common stock, par value $0.0001 per share (the
“common stock”), and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “preferred stock”).
Common Stock
Common stock outstanding. At February 27, 2025, there were 132,565,318 of common stock outstanding which were held of record by 96 stockholders. All outstanding shares of common stock are fully paid and non-assessable.
Voting rights. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, except on matters relating solely to terms of preferred stock.
Dividend rights. We do not intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors (the “Board of Directors”) out of funds legally available therefor.
Rights upon liquidation. In the event of liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Other rights. The holders of our common stock have no preemptive or conversion or exchange rights or other subscription rights.
Preferred Stock
Our Board of Directors has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. We currently have no plans to issue any preferred stock.
Certain Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaw Provisions
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our Second Amended and Restated Bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors.
Limits on Written Consents
Any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock.
Limits on Special Meetings
Special meetings of the stockholders may be called at any time only by (i) the Chair of the Board of Directors, (ii) the Chief Executive Officer, or (iii) our Board of Directors pursuant to a resolution adopted by the Board of Directors.
Choice of Forum
Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law (“DGCL”); and (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. The foregoing provision does not apply to claims under the Securities Act, the Exchange Act or any claim for which the United States federal courts have exclusive jurisdiction. Our Amended and Restated Certificate of Incorporation further provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Our Amended and Restated Certificate of Incorporation also provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice of forum provisions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
While Delaware courts have determined that choice of forum provisions are facially valid, it is possible that a court of law in another jurisdiction could rule that the choice of forum provisions to be contained in our Amended and Restated Certificate of Incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find the choice of forum provision in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
Amendments to our Governing Documents
Generally, the amendment of our Amended and Restated Certificate of Incorporation requires approval by our Board of Directors and the vote of holders of more than 66.67% of the votes entitled to be cast by the outstanding capital stock in the election of our Board of Directors. Any amendment to our Second Amended and Restated Bylaws requires the approval of either a majority of our Board of Directors or holders of more than 66.67% of the votes entitled to be cast by the outstanding capital stock in the election of our Board of Directors.
Board of Directors
Our Board of Directors consists of a single class of directors and directors will serve until a successor is duly elected and qualified or until a director’s earlier death, removal or resignation (other than directors that may be elected by holders of our preferred shares, if any).
Under Section 141 of the DGCL, directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Our Amended and Restated Certificate of Incorporation and our Second Amended and Restated Bylaws provide that any vacancy on our Board of Directors, including a
vacancy resulting from an enlargement of our Board of Directors, may be filled by vote of a majority of our directors then in office. Our Amended and Restated Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of our Board of Directors.
Delaware Business Combination Statute
We have elected to be subject to Section 203 of the DGCL, which regulates corporate acquisitions. Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or more of a corporation’s voting stock, or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for the three years after becoming an interested stockholder unless:
• the board of directors of the corporation had previously approved either the business combination or the transaction that resulted in the stockholder’s becoming an interested stockholder;
• upon completion of the transaction that resulted in the stockholder’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or
• following the transaction in which that person became an interested stockholder, the business combination is approved by the board of directors of the corporation and holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such extraordinary transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.
Section 203 may make it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period. Section 203 also may have the effect of preventing changes in our management and could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests.
Anti-Takeover Effects of Some Provisions
Some provisions of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws could make the acquisition of control of us by means of a proxy contest or otherwise more difficult.
These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.
Listing
Our common stock is listed on the NYSE American under the symbol “IE” and on the Toronto Stock Exchange also under the symbol “IE.”
Transfer Agent and Registrar
The United States transfer agent and registrar for the common stock is Computershare Trust Company, N.A., located at 150 Royall Street, Canton, Massachusetts 02021 and the Canadian transfer agent and registrar for the common stock is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, B.C. V6C 3B9.
Document
Exhibit 10.39
AMENDED LONG-TERM INCENTIVE PLAN
Established: July 27, 2017 Board Approved Amendment: May 9, 2024
Shareholder Approved: June 26, 2024
Article 1
DEFINITIONS AND INTERPRETATION
1.1For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:
A.“Act” means the Business Corporations Act (British Columbia), or its successor, as amended, from time to time;
B.“Affiliate” means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 – Prospectus Exemptions, as may be amended from time to time;
C.“Associate” with any person or company, is as defined in the Securities Act (British Columbia), as may be amended from time to time;
D.“black-out period” means any period established under a disclosure, insider trading or similar policy of Cordoba during which officers, directors and employees may not trade Shares;
E.“Board” means the Board of Directors of the Corporation or if established and duly authorized to act, a committee appointed for such purpose by the Board of Directors of the Corporation;
F.“Change of Control” shall occur if any of the following events occur:
(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Affiliates and another corporation or other entity, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “Successor Entity”), as a result of which the holders of shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;
(ii) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has
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the right to direct the voting, would entitle the Acquiror and/or affiliates of the Acquiror to cast or to direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
(iii) the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more Subsidiaries shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and the Subsidiaries as at the end of the most recently completed financial year of the Corporation or (b) which during the most recently completed financial year of the Corporation generated, or during the then most recently completed financial year of the Corporation are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and the Subsidiaries, to any person or group of persons (other than one or more Subsidiary), in which case the Change of Control shall be deemed to occur on the date of the transfer of the property or assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;
(iv) the Board of Directors of the Corporation adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent; and
(v) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened.
G.“Corporation” means Cordoba Minerals Corp., a corporation existing under the Act, and includes any successor corporation thereof;
H.“Discounted Market Price” means the Market Price less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per share of $0.05): closing price up to $0.50 (25%), closing price up from $0.51 to $2.00 (20%), closing price above $2.00 (15%).
I.“Eligible Contractors” means (A) persons who are not employees, officers or directors of the Corporation that (i) are engaged to provide on a bona fide basis consulting, technical, management or other services to the Corporation or any Affiliates under a written contract with the Corporation or the Affiliate and (ii) in the reasonable opinion of the Board, spend or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate; and (B) directors of the Corporation that (i) are engaged, beyond the scope of their regular duties as a director, to provide on a
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bona fide basis consulting, technical, management or other services to the Corporation or any Affiliates under a written contract with the Corporation or the Affiliate and (ii) in the reasonable opinion of the Board, spend or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate in connection with such engagement;
J.“Entitlement Date” means the date as determined by the Board in its sole discretion in accordance with the Plan, provided that: (i) subject to Section 3.4, the Entitlement Date is at least one year following the Grant Date, and (ii) in the case of Participants who are liable to taxation under the provisions of the Income Tax Act (Canada) in respect of amounts payable under this Plan, that such date, or amendment of such date as contemplated by section 3.9 of this Plan, shall not be later than December 31 of the third calendar year following the calendar year in which the services were performed in respect of the corresponding Share Unit Award or such later date as may be permitted under paragraph (k) the definition of “salary deferral arrangement” in subsection 248(1) of the Income Tax Act (Canada) as amended from time to time, or other applicable provisions thereof, so as to ensure that the Plan is not considered to be a “salary deferral arrangement” for purposes of the Income Tax Act (Canada);
K.“Grant Date” means the date that a Share Unit Award is granted to a Participant under this Plan, as evidenced by the register or registers maintained by the Corporation for Share Unit Awards;
L.“Market Price” at any date in respect of the Shares shall be the volume weighted average trading price of such Shares on the TSXV for the five trading days ending on the last trading date immediately before the date on which the Market Price is determined. In the event that the Shares are not then listed and posted for trading on the TSXV, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;
M.“Participant” means any director, employee, officer or Eligible Contractor of the Corporation or any Affiliate of the Corporation or of any Affiliate to whom Share Units are granted hereunder;
N.“Payout Factor” means, for any Share Unit, the percentage, ranging from 0% to 200% (or within such other range as the Board determines at the date of grant), quantifying the performance achievement realized on an Entitlement Date determined in accordance with the performance conditions or measures and other terms outlined in the Share Unit grant letter evidencing such Share Unit;
O.“Plan” means this Long Term Incentive Plan, as may be amended from time to time;
P.“Required Shareholder Approval” means the approval of this Plan by the disinterested shareholders of the Corporation, as may be required by the TSXV or any other Stock Exchange on which the Shares are listed, as a plan allowing for the issuance of Shares from treasury to satisfy Share Units on an applicable Entitlement Date, as contemplated in Article 4;
Q.“Resignation” means the cessation of board membership by a director, or employment (as an officer or employee) of the Participant with the Corporation or an Affiliate as a result of resignation;
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R.“Retirement” means the Participant ceasing to be an employee, officer or director of the Corporation or an Affiliate after attaining a stipulated age in accordance with the Corporation’s normal retirement policy or earlier with the Corporation’s consent;
S.“Shares” means the common shares in the capital of the Corporation;
T.“Share Unit” means a unit (which may be referred to as a restricted share unit or a performance share unit, as applicable) credited by means of an entry on the books of the Corporation to a Participant, representing the right to receive on the Participant’s Entitlement Date a cash payment equal to the then Market Price of a Share (subject to adjustments), and, if applicable, multiplied by the Payout Factor. Subject to the Required Shareholder Approval being obtained, if the Board so elects, the Corporation may satisfy the amount for such payment obligation by issuing such number of Shares from treasury determined in accordance with Section 3.5(b) and Article 4;
U.“Share Unit Award” means an award of Share Units under this Plan to a Participant;
V.“Stock Exchange” means the TSXV or any other stock exchange on which the Shares are listed for trading at the relevant time;
W.“Subsidiary” means a subsidiary of the Corporation as determined under the Act;
X.“Termination” means: (i) in the case of a director, the termination of board membership of the director by the Corporation or any Affiliate, the failure to re-elect or re-appoint the individual as a director of the Corporation or an Affiliate or Resignation, other than through Retirement; (ii) in the case of an employee, the termination of the employment of the employee, with or without cause, as the context requires by the Corporation or an Affiliate or Resignation, other than through Retirement or in the case of an officer, the removal of or failure to re-elect or re-appoint the individual as an officer of the Corporation or an Affiliate, or Resignation, other than through Retirement, (iii) in the case of an Eligible Contractor, the termination of the services of the Eligible Contractor by the Contractor or the Corporation or any Affiliate; provided that in each case if the Participant continues as a director, employee, officer or Eligible Contractor after such Termination, then a Termination will not occur until such time thereafter that the Participant ceases to be a director, employee, officer or Eligible Contractor in accordance with this definition;
Y.“Triggering Event” means (i) in the case of a director, the termination of board membership of the director by the Corporation or any Affiliate, the failure to re-elect or re-appoint the individual as a director of the Corporation or an Affiliate; (ii) in the case of an employee, the termination of the employment of the employee, without cause, as the context requires by the Corporation or an Affiliate or in the case of an officer, the removal of or failure to re-elect or re-appoint the individual as an officer of the Corporation or an Affiliate; (iii) in the case of an employee or an officer, a material adverse change imposed by the Corporation or the Affiliate (as the case may be) in duties, powers, rights, discretion, prestige, salary, benefits, perquisites, as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the Change of Control, or a material diminution of title imposed by the Corporation or the Affiliate (as the case may be), as it exists immediately prior to the Change of Control in either case without the individual’s written agreement; (iv) in the case of an Eligible Contractor, the termination of the services of the Eligible Contractor by the Corporation or any Affiliate;
Z.“TSXV” means the TSX Venture Exchange; and
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AA.“Voting Securities” means any securities of the Corporation ordinarily carrying the right to vote at elections of directors and any securities immediately convertible into or exchangeable for such securities.
1.2The headings of all articles, Sections and paragraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.
1.3Whenever the singular or masculine are used in this Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
1.4The words “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to this Plan as a whole and not to any particular article, Section, paragraph or other part hereof.
1.5 Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.
Article 2
PURPOSE AND ADMINISTRATION OF THE PLAN
2.1This Plan provides for the granting of Share Unit Awards and the settlement of such Share Unit Awards through the payment of cash (or, subject to the Required Shareholder Approval and at the election of the Board in its sole discretion, the issuance of Shares from treasury) for services rendered, or to be rendered, in the year of grant, for the purpose of advancing the interests of the Corporation, its Affiliates and its shareholders through the motivation, attraction and retention of employees, officers and Eligible Contractors and the alignment of their interest with the interest of the Corporation’s shareholders. It is intended that this Plan not be treated as a “salary deferral arrangement” by reason of paragraph (k) of the definition thereof in section 248(1) of the Income Tax Act (Canada).
2.2This Plan shall be administered by the Board and the Board shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board may deem necessary in order to comply with the requirements of this Plan. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Board shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Board shall, in addition to their rights as directors of the Corporation, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Corporation.
2.3The Corporation shall maintain a register in which it shall record the name and address of each Participant and the number of Share Units granted to each Participant.
2.4Subject to Section 3.1, the Board shall from time to time determine the Participants who may participate in this Plan. The Board shall from time to time determine the Participants to whom Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of this Plan.
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2.5The Corporation shall not grant Share Units unless and until the Share Units have been allocated to a particular Participant or Participants.
Article 3
SHARE UNIT AWARDS
3.1This Plan is hereby established for employees, officers and Eligible Contractors of the Corporation and its Affiliates. No grant of a Share Unit Award shall be made to a director of the Corporation, unless the director is an employee, officer or Eligible Contractor of the Corporation or its Affiliate. For Share Units granted to employees, officers and Eligible Contractors of the Corporation and its Affiliates, the Corporation and the applicable Participant are responsible for ensuring and confirming that the applicable Participant is a bona fide employees, officers and Eligible Contractors of the Corporation and its Affiliates, as the case may be.
3.2A Share Unit Award granted to a particular Participant in a calendar year will be a bonus for services rendered, or to be rendered, in the year of grant by the Participant to the Corporation or an Affiliate, as the case may be, as determined in the sole and absolute discretion of the Board. The number of Share Units awarded will be credited to the Participant’s account, effective as of the Grant Date. Each Share Unit vests on its Entitlement Date.
For the avoidance of doubt, a Participant will have no right or entitlement whatsoever to receive any cash payment (or receive the equivalent in Shares) until the Entitlement Date.
3.3Subject to the limits on grants set out in section 4.2 and 4.3 of this Plan, the Board may elect, at its absolute discretion, to credit each Participant with additional Share Units as a bonus in the event any dividend is paid on Shares. In such case, the number of additional Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Share Units in the Participant’s account had been Shares divided by the Market Price of a Share, subject to the minimum Discounted Market Price, on the date on which dividends were paid by the Corporation.
In the event that the grant of additional Share Units would violate the limits on grants set out in section 4.2 and 4.3 of this Plan, the bonus provided under this section 3.3 must be settled in cash.
The additional Shares Units will vest on the Participant’s Entitlement Date of the particular Share Unit Award (and will be subject to the same terms) to which the additional Share Units relate.
3.4Except as otherwise set forth in this section 3.4, a Share Unit Award granted to a Participant will entitle the Participant, subject to the satisfaction of any conditions, performance conditions or measures, restrictions or limitations imposed under this Plan or the applicable Share Unit grant letter, to receive on the Participant’s Entitlement Date, as the case may be, a payment in cash or the equivalent Shares (in accordance with, and subject to, Article 4) as contemplated in section 3.5 and as set forth in the applicable Share Unit grant letter as provided for in section 3.8.
Notwithstanding the foregoing, unless the Board determines otherwise, a Participant’s Entitlement Date shall be accelerated as follows:
(i) in the event of the death of the Participant, the Participant’s Entitlement Date shall be the date of death; and
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(ii) in the event of the total disability of the Participant, the Participant’s Entitlement Date shall be the later of the date which is 60 days following the date on which the Participant becomes totally disabled and one year following the date the Share Unit Award was granted.
Subject to Section 3.6, in the event of the Termination with or without cause (or Retirement) of a Participant, all Share Units credited to the Participant shall become void and the Participant shall have no entitlement and will forfeit any rights to any payment (or, for greater certainty, Shares) under this Plan, except as may otherwise be determined by the Board in its sole and absolute discretion.
For greater certainty, all amounts payable, or Shares to be issued, to, or in respect of a Participant, on the settlement of Share Units shall be paid, or issued, to the Participant or the Participant’s estate on or immediately following the Entitlement Date provided in no case shall payment be made or Shares issued after December 31 of the third calendar year following the year to which the bonus relates.
3.5Subject to Section 5.1, the Corporation will satisfy its payment obligation, net of any applicable taxes and other source deductions required by law to be withheld by the Corporation (or any of its Affiliates), for the settlement of Share Units by either:
(a)a payment in cash to the Participant equal to the Market Price of a Share on the Entitlement Date multiplied by the number of Share Units being settled, or
(b)the issuance of Shares to the Participant (in accordance with Article 4) in an amount equal to the number of Share Units being settled,
in each case (in the case of Share Units that are subject to performance conditions or measures) multiplied by the Payout Factor, subject to the limits on grants set out in section 4.2 and 4.3 of this Plan.
In the event that the Participant’s Entitlement Date falls within a black-out period, the Entitlement Date shall be automatically extended to the tenth (10th) business day following the end of the black-out period.
In the event the Participant’s Entitlement Date is accelerated as a result of the death or total disability of the Participant in accordance with Section 3.4(i) or Section 3.4(ii), in the case of Share Units that are subject to performance conditions or measures, unless the Board determines otherwise, the Payout Factor will be calculated based on (x) in the case of any performance measurement periods that are complete on or prior to the Entitlement Date, the actual performance, and (y) in the case of any performance measurement periods that are not complete on or prior to the Entitlement Date, assuming 100% performance achievement during such measurement period.
3.6If a Triggering Event occurs within the 12-month period immediately following a Change of Control (or the determination by the Board by resolution that a Change of Control has occurred), all outstanding Share Units of the Participant who is subject to such Triggering Event, shall vest and the Entitlement Date shall occur, on the date of such Triggering Event. In the event the Participant’s Entitlement Date is accelerated in the foregoing circumstances, in the case
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of Share Units that are subject to performance conditions or measures, the Payout Factor, subject to the limits on grants set out in section 4.2 and 4.3 of this Plan, will be calculated based on actual performance during the performance measurement period commencing on the date of grant of the Share Units and ending on the Entitlement Date (on a continued basis subject to adjustments in accordance with Section 6.6). In the event the Successor Entity fails to assume the unvested Share Units following a Change of Control or in the event the Board adopts a resolution to wind-up, dissolve or liquidate the Corporation, the Entitlement Date in respect of Share Units shall be accelerated to the date immediately prior to the Change of Control or the date the Board adopts a resolution to wind-up, dissolve or liquidate the Corporation (as applicable), and any performance measurement periods that are not complete on or prior to the Change of Control or the date the Board adopts a resolution to wind-up, dissolve or liquidate the Corporation (as applicable), shall be calculated based on actual performance during the performance measurement period commencing on the date of grant of the Share Units and ending on the accelerated Entitlement Date in accordance with the above.
3.7The Corporation will not contribute any amounts to a third party or otherwise set aside any amounts to fund its obligations under this Plan.
3.8Each grant of a Share Unit under this Plan shall be evidenced by a Share Unit grant letter agreement issued to the Participant by the Corporation. Such Share Unit grant letter shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a Share Unit grant letter. The provisions of the various Share Unit grant letters issued under this Plan need not be identical.
3.9Concurrent with the determination to grant Share Units to a Participant, the Board shall determine the Entitlement Date applicable to such Share Units, provided the Board shall have discretion to amend the Entitlement Date after such grant. In addition, for Share Units that may be satisfied by the issuance of Shares, the Board may at the time they are granted, make such Share Units subject to performance conditions or measures to be achieved by the Corporation, the Participant or a class of Participants, prior to the Entitlement Date, for such Share Units, which performance conditions or measures shall be set forth in the applicable Share Unit grant letter.
3.10The Board shall establish criteria for the grant of Share Units to Participants.
Article 4
ADDITIONAL PROVISION FOR TREASURY BASED SHARE ISSUANCES
4.1Article 4 shall become effective only on receipt by the Corporation of any Stock Exchange approval and of the Required Shareholder Approval. On Article 4 becoming effective, the Corporation shall have the power, at the Board’s discretion, to satisfy any obligation of the Corporation under Share Units (including those outstanding at the time Article 4 becomes effective) by the issuance of Shares from treasury as determined in accordance with Section 3.5(b). If the Required Shareholder Approval and Stock Exchange approval are not obtained, no Shares shall be issuable from treasury in respect of Share Units issuable under this Plan. From the time after Article 4 becomes effective, the Board can, at its sole discretion, grant Share Units that can only be satisfied by the issuance of Shares from treasury or by a cash payment or any combination thereof.
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4.2An aggregate maximum of 8,981,393 Shares shall be made available for issuance hereunder and under the Deferred Share Unit Plan of the Corporation, subject to the receipt of the Required Shareholder Approval and subject to adjustments pursuant to Section 6.6.
4.3Notwithstanding anything in this Plan, for so long as the Corporation is subject to the regulations of the TSXV,
(a) any Shares and Share Unit Awards issued hereunder shall be subject to the Exchange Hold Period (as defined in the applicable policies of the TSXV) where applicable;
(b) the maximum number of Share Units which may be granted to any one Consultant (as defined in the applicable policies of the TSXV), together with grants under any other previously established or proposed share compensation arrangements, within any one year period shall not exceed 2% of the outstanding issue as calculated at the time of the grant (on a non-diluted basis); and
(c) Share Units may not be granted to Participants employed or engaged to provide Investor Relations Activities (as defined in the applicable policies of the TSXV).
Where the Corporation is precluded by this Section 4.3 from issuing Shares to a Participant, the Corporation will pay to the relevant insider a cash payout in accordance with subsection 3.5(a).
4.4On Article 4 being effective, the Board may from time to time in its discretion (without shareholder approval) amend, modify and change the provisions of the Plan (including any grant letters), including, without limitation:
(i) amendments of a house keeping nature; and
(ii) typographical errors.
However, other than as set out above, any amendment, modification or change to the provisions of the Plan which would:
(a) increase the number of Shares or maximum percentage of Shares which may be issued pursuant to the Plan other than by virtue of Section 6.6 of the Plan;
(b) reduce the range of amendments requiring shareholder approval contemplated in this Section;
(c) permit Share Units to be transferred other than for normal estate settlement purposes;
(d) materially modify the eligibility requirements for participation in the Plan; or
(e) modify sections 4.2 or 4.3,
shall only be effective on such amendment, modification or change being approved by the shareholders of the Corporation. In addition, any such amendment, modification or change of
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any provision of the Plan shall be subject to the approval, if required, by any Stock Exchange having jurisdiction over the securities of the Corporation.
Article 5
WITHHOLDING TAXES
5.1The Corporation or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes or source deduction which the Corporation or its Affiliate is required by any law or regulation of any governmental authority, and in compliance with the TSXV Policy 4.4 whatsoever to withhold in connection with any payment made, or Shares issued, under this Plan.
Article 6
GENERAL
6.1This Plan shall remain in effect until it is terminated by the Board.
6.2The Board may amend or discontinue this Plan at any time in its sole discretion, provided that such amendment or discontinuance may not in any manner adversely affect the Participant’s rights under any Share Unit granted under this Plan. This section 6.2 shall be subject to the restrictions outlined in section 4.4 on Article 4 becoming effective.
Any amendment of this Plan shall be such that this Plan will not be considered a “salary deferral arrangement” as defined in subsection 248(1) of Income Tax Act (Canada) or any successor provision thereto as amended from time to time, or other applicable provisions thereof, by reason of this Plan continuously meeting the requirements under the exception in paragraph (k) of that definition. Notwithstanding the foregoing, the Corporation shall obtain requisite Stock Exchange and/or shareholder approval in respect of amendments to this Plan, to the extent such approvals are required by any applicable laws or regulations.
6.3Except pursuant to a will or by the laws of descent and distribution, no Share Unit and no other right or interest of a Participant is assignable or transferable.
6.4No holder of any Share Units shall have any rights as a shareholder of the Corporation. Except as otherwise specified herein, no holder of any Share Units shall be entitled to receive, and no adjustment is required to be made for, any dividends, distributions or any other rights declared for shareholders of the Corporation.
6.5Nothing in this Plan shall confer on any Participant the right to continue as a director, employee, officer or Eligible Contractor of the Corporation or any Affiliate, as the case may be, or interfere with the right of the Corporation or Affiliate, as applicable, to remove such director, officer and/or employee or terminate its contractual relationship with such Eligible Contractor as applicable. Nothing contained in this Plan shall confer or be deemed to confer on any Participant the right to continue in the employment of, or to provide services to, the Corporation or its Affiliates nor to interfere or be deemed to interfere in any way with any right of the Corporation or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without cause.
6.6In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification, amalgamation, merger, business combination or arrangement, or otherwise, an appropriate adjustment shall be made to outstanding Share Units
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by the Board, in its sole discretion, to reflect such changes. If the foregoing adjustment shall result in a fractional securities or Share Unit, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of this Plan. Adjustments under this provision, except with respect to subdivision or consolidation, are subject to prior approval of the Stock Exchange.
6.7For the avoidance of doubt, all payments under this Plan to individuals subject to United States income tax shall be made no later than the deadline set forth in section 1.409A-1(b)(4)(i) of the United States Treasury Regulations with respect to short-term deferrals of compensation.
6.8If any provision of this Plan or any Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.
6.9This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
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Document
Exhibit 10.40
CORDOBA MINERALS CORP.
AMENDED STOCK OPTION PLAN
Board Approved Amendment: May 9, 2024
Shareholder Approved: June 26, 2024
1.PURPOSE
The purpose of this Stock Option Plan (the “Option Plan”) is to provide Cordoba Minerals Corp. (“Cordoba”) and its subsidiaries, present and future with the means to encourage, attract, retain and motivate certain Eligible Participants by granting such Eligible Participants stock options to purchase common shares (“Common Shares”) in Cordoba’s capital thus giving them an on-going proprietary interest in Cordoba.
2.DEFINITIONS
Unless otherwise defined herein, the following terms have the following meanings:
“affiliate” has the meaning given to “affiliated companies” in the British Columbia Securities Act.
“black-out period” means any period established under a disclosure, insider trading or similar policy of Cordoba during which officers, directors and employees may not exercise options.
“Board” means the board of directors of Cordoba, and, where applicable, includes a committee of the board of directors authorized to administer this Option Plan pursuant to section 3(a).
“Cashless Exercise” has the meaning in subsection 7(d) of this Option Plan;
“Consultant” has the meaning given such term in TSXV Policy 4.4, and if such term is undefined in such policy then it shall mean an individual (other than an Employee or a Director of Cordoba) or company that:
a)is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to Cordoba or to an affiliate of Cordoba, other than services provided in relation to a distribution of securities;
b)provides the services under a written contract between Cordoba or an affiliate and the individual or the company, as the case may be; and
c)in the reasonable opinion of Cordoba, spends or will spend a significant amount of time and attention on the affairs and business of Cordoba or an affiliate of Cordoba.
“Discounted Market Price” means the Market Price less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per share of $0.05): closing price up to $0.50 (25%), closing price up from $0.51 to $2.00 (20%), closing price above $2.00 (15%).
“Director” has the meaning given such term in TSXV Policy 4.4 and at the date of this Option Plan means a director, senior officer or Management Company Employee of Cordoba, or a director, senior officer or Management Company Employee of any of the subsidiaries of Cordoba.
“Eligible Participant” means a Director, Employee or Consultant of Cordoba or of a subsidiary.
“Employee” has the meaning given such term in TSXV Policy 4.4, and if such term is undefined in such policy then it shall mean:
(a)an individual who is considered an employee of Cordoba or a subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(b)an individual who works full-time for Cordoba or a subsidiary providing services normally provided by an employee and who is subject to the same control and direction by Cordoba or a subsidiary over the details and methods of work as an employee of Cordoba or a subsidiary, but for whom income tax deductions are not made at source; or
(c)an individual who works for Cordoba or a subsidiary on a continuing and regular basis for a minimum amount of 20 hours per week providing services normally provided by an employee and who is subject to the same control and direction by Cordoba or a subsidiary over the details and methods of work as an employee of Cordoba or a subsidiary, but for whom income tax deductions are not made at source.
“Exchange Hold Period” has the meaning given in TSXV Policy 1.1 but if not defined under such policy such term shall mean a four month resale restriction imposed by the Exchange on incentive stock options granted by Cordoba to any Person with an exercise price that is less than the applicable Market Price.
“Exchange Rules” means the Corporate Finance Policies of the TSXV.
“Insider” means an insider as defined in the British Columbia Securities Act and under TSXV Policy 1.1
“Investor Relations Activities” has the meaning given such term in TSXV Policy 1.1 but if undefined in such policy then such term shall mean any activities, by or on behalf of Cordoba or a shareholder of Cordoba, that promote or reasonably could be expected to promote the purchase or sale of securities of Cordoba, but does not include:
(a)the dissemination of information provided, or records prepared, in the ordinary course of business of Cordoba:
(i)to promote the sale of products or services of Cordoba, or
(ii)to raise public awareness of Cordoba, that cannot reasonably be considered to promote the purchase or sale of securities of Cordoba;
(b)activities or communications necessary to comply with the requirements of:
(i)applicable securities laws;
(ii)Exchange Rules or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over Cordoba;
(iii)communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:
(i)the communication is only through the newspaper, magazine or publication, and
(ii)the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
(c)activities or communications that may be otherwise specified by the Exchange, and for this purpose Persons performing Investor Relations Activities shall include any Consultant that performs Investor Relations Activities and any Employee or Director whose role and duties primarily consist of Investor Relations Activities.
“Issued Common Shares” means that number of Common Shares issued and outstanding, on a non-diluted basis, at any point in time as confirmed by the transfer agent and registrar for the Common Shares.
“Management Company Employee” has the meaning given such term in TSXV Policy 4.4 and if such term is undefined in such policy then it shall mean an individual employed by a Person providing management services to Cordoba, which are required for the ongoing successful operation of the business enterprise of Cordoba, but excluding a Person engaged in Investor Relations Activities.
“Market Price” has the meaning given such term in TSXV Policy 1.1.
“Person” means a company or an individual.
“senior officer” has the meaning given such term in the British Columbia Securities Act.
“subsidiary” has the meaning given to such term in National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”), and any instrument in amendment thereto or replacement thereof.
“TSXV” or “Exchange” means the TSX Venture Exchange.
“VWAP” means the volume weighted average trading price of the common shares of Cordoba on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five (5) trading days immediately preceding the exercise of the subject options.
3.ADMINISTRATION
(a)This Option Plan shall be administered by the Board, or any committee of the Board (a “Committee”) appointed by the Board to administer this Option Plan, which Committee may take any action in administering this Option Plan by means of consent resolution or majority vote of the Committee members. Without limiting the generality of the foregoing, where a Committee has been appointed by the Board to administer this Option Plan pursuant to a general resolution passed by the Board, such Committee has authority to:
(i)grant to Eligible Participants up to the number of options specified by the Board in the resolution appointing the Committee or in any other subsequent resolution(s) of the Board, the whole on the terms set out in such resolution(s);
(ii)exercise rights reserved to Cordoba under this Option Plan;
(iii)determine vesting terms and conditions for options granted under this Option Plan in accordance with the terms and conditions of this Option Plan; and
(iv)make all other determinations and take all other actions as it considers necessary or advisable for implementation and administration of this Option Plan.
(b)The interpretation, construction and application of this Option Plan shall be made by the Board and shall be final and binding on all holders of options granted under this Option Plan and all persons eligible to participate under the provisions of this Option Plan.
(c)No member of the Board or Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of this Option Plan or any options granted under it.
4.COMMON SHARES SUBJECT TO THE OPTION PLAN
(a)Subject to subsection 4(b), the maximum number of Common Shares which may be issued under options granted under this Option Plan, from time to time, shall be equal to 10% of the Issued Common Shares at the time of grant.
(b)The following additional limitations apply to grants of options under this Option Plan:
(i)the aggregate number of Common Shares reserved for issuance under stock options granted to any one Consultant in a 12 month period, together with Common Shares reserved for issuance under all other security based compensation arrangements of Cordoba must not exceed 2% of the Issued Common Shares, calculated at the date an option is granted to the Consultant;
(ii)the aggregate number of options granted to all Persons performing Investor Relations Activities must not exceed 2% of the Issued Common
Shares in any 12 month period, calculated at the date an option is granted to any such Person;
(c)Common Shares in respect of which an option is granted under this Option Plan but not exercised prior to the termination of such option, due to the expiration, termination or lapse of such option or otherwise, shall be available for options to be granted thereafter pursuant to the provisions of this Option Plan. All Common Shares issued pursuant to the exercise of the options granted under this Option Plan shall be so issued as fully paid and non-assessable Common Shares.
(d)This Option Plan is an “evergreen” plan and, accordingly, any exercise of options will, subject to the overall limit provided for at subsection 4(a) above, make new grants available hereunder effectively resulting in a reloading of the number of options available to grant hereunder.
5.ELIGIBILITY AND GRANT OF OPTIONS
(a)Options shall be granted only to Eligible Participants or to a registered retirement savings plan established and wholly-controlled by an Eligible Participant and provided that in each case, the Eligible Participant is an Eligible Participant at the time of the grant.
(b)Subject to the foregoing, the Board shall have full and final authority to determine the Eligible Participants who are to be allocated and granted options under this Option Plan and the number of Common Shares subject to each option grant. Subject to section 14, stock options granted under this Option Plan shall be for the purchase of Common Shares only, and for no other security.
(c)Unless limited by the terms of this Option Plan or any regulatory or stock exchange requirement, the Board shall have full and final authority to determine the terms and conditions attached to any grant of options under this Option Plan.
(d)Cordoba may only grant options pursuant to resolutions of the Board.
(e)Cordoba may not grant any options while there is an undisclosed material change or undisclosed material fact relating to Cordoba.
(f)In determining options to be granted to Eligible Participants, the Board shall give due consideration to the value of each such Eligible Participant’s present and potential contribution to the success of Cordoba.
(g)Any option granted under this Option Plan shall be subject to the requirement that, if at any time Cordoba shall determine that the listing, registration or qualification of the Common Shares subject to such option, or such option itself, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such option or the issuance or purchase of Common Shares thereunder, such option may not be granted, accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board (which for these
purposes does not include a reference to a Committee). For certainty, it is expressly stated that Cordoba may only grant options, and issue Common Shares on exercise thereof, to Eligible Participants resident in jurisdictions in Canada where NI 45-106 has been complied with. However, nothing herein shall be deemed or construed to require Cordoba to apply for or to obtain such listing, registration, qualification, consent or approval.
(h)For options granted to Employees, Consultants or Management Company Employees, Cordoba and the Eligible Participant are responsible for ensuring and confirming that the Eligible Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be.
(i)The Board shall complete and file, in accordance with applicable law, or shall cause to be completed and filed, all notices, reports, filings or other documentation required by applicable law, regulatory requirement or stock exchange rule, in connection with a grant of options or an issuance or purchase of Common Shares thereunder.
6.PRICE
(a)The option exercise price per Common Share that is subject of any option shall be fixed by the Board (which for these purposes does not include a reference to a Committee) when such option is granted.
(b)The option exercise price per Common Shares shall not be less than the Discounted Market Price. If Cordoba does not issue a news release to fix the exercise price pursuant to TSXV Policy 4.4, the Discounted Market Price is calculated using the last closing price before the date of the grant (less the applicable discount).
(c)The Exchange Hold Period will apply to all options granted to Insiders and Consultants, and to all options granted at a discount to the Market Price.
(d)The Board shall not set the exercise price of any option on the basis of a Market Price which does not reflect material information of which the directors and senior officers of Cordoba are aware but which has not been generally disclosed to the public.
(e)The option price per share will be expressed in Canadian dollars.
7.PERIOD OF OPTION AND RIGHTS TO EXERCISE
(a)Subject to the provisions of this section 7 and sections 8 and 9 below, options will be exercisable in whole or in part, and from time to time, at any time following the date of grant and prior to the expiry of their term, but provided that if an option expires during a black-out period (including expiry of an option under subsections 8(a) and 8(b) below but not including expiry of an option if the Eligible Participant shall cease to be an Eligible Participant for cause), then the option shall remain exercisable until the period ending up to 10 trading days after the end of such black-out period, notwithstanding the expiry of its term, except
that in no event may such exercise occur more than ten years after the initial grant date of the option.
(b)Options shall not be granted for a term exceeding ten years (but subject to extension in the case of black-out period as described in subsection 7(a) above).
(c)Subject to the Board’s sole discretion in modifying the vesting of options, from time to time, options granted shall vest, and become exercisable, upon and subject to such terms, conditions and limitations as contained herein and otherwise as the Board may from time to time determine with respect to each option except that options issued to Persons performing Investor Relations Activities must vest in stages over a period of not less than 12 months and: (A) no more than 25% of such options can vest sooner than three months after the date of grant, (B) no more than another 25% can vest sooner than six months after the date of grant, (C) no more than 25% can vest sooner than nine months after the date of grant, and (D) the remainder cannot vest sooner than 12 months after the date of grant.
(d)Subject to the policies of the Exchange and the provisions of this Option Plan, the Board may, in its discretion and at any time, determine to grant an Eligible Participant the alternative, when entitled to exercise an option, to deal with such option on a “cashless exercise” basis, on such terms and conditions as the Board may determine in its discretion (including with respect to the withholding and remittance of taxes imposed under applicable law) (the “Cashless Exercise Right”).
Without limiting the generality of the foregoing, the Board may determine in its discretion that such Cashless Exercise Right, if any:
a)grants an Eligible Participant the right to exercise such option in one of or either of the following manners in accordance with the policies of the Exchange:
i.excluding options held by any Investor Relations Service Providers (as defined in the applicable policies of the TSXV), a “net exercise” procedure in which Cordoba issues to the Eligible Participant, Common Shares equal to the number determined by dividing (i) the product of the number of options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject options by (ii) the VWAP of the underlying Common Shares; or
ii.a broker assisted “cashless exercise” in which Cordoba delivers a copy of irrevocable instructions to a broker engaged for such purposes by Cordoba to sell at least a sufficient number of Common Shares otherwise deliverable upon the exercise of the options to cover the exercise price of the Options (in order to repay the broker); and the Eligible Participant then receives the balance of the Common Shares underlying the options or the cash proceeds from the balance of such Common Shares underlying the options. In either case, Cordoba shall promptly receive an amount equal to the exercise price and all applicable required withholding obligations as determined by
Cordoba against delivery of the Common Shares to settle the applicable trade; and
b)may be exercised from time to time by delivery to Cordoba, at its head office or such other place as may be specified by Cordoba of (i) written notice of exercise specifying that the Eligible Participant has elected to effect such a cashless exercise of such option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Eligible Participant or Cordoba arising under applicable law and verified by Cordoba to its satisfaction (or by entering into some other arrangement acceptable to Cordoba in its discretion, if any).
In connection with a Cashless Exercise Right, if any, the Eligible Participant shall comply with any applicable required tax withholding obligations and with such other procedures, and in compliance with TSXV Policy 4.4 and policies as Cordoba may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.
(e)Except as provided in sections 8 and 9 below, no option which is held by an Eligible Participant may be exercised unless the Eligible Participant is then an Eligible Participant, and in the case of an Employee, the Employee has been continually employed by Cordoba since the date of the grant of the option, but provided that an authorized absence of leave shall not be considered an interruption of employment for purposes of this Option Plan.
8.CESSATION OF PROVISION OF SERVICES
(a)Death of an Eligible Participant. In the event of the death of aan Eligible Participant during the term of the Eligible Participant’s option, the option theretofore granted to the Eligible Participant shall be exercisable within, but only within, the period of one year next succeeding the Eligible Participant’s death, and in no event after the expiry date of the option. Before expiry of an option under this section 8(a), the Board shall notify the Eligible Participant’s representative in writing of such expiry no less than twenty (20) days prior to its expiry.
(b)Termination of Employment or Office. Subject to the discretion of the Board to determine otherwise (which for these purposes does not include a reference to a Committee), and this section 8, if any Eligible Participant shall cease to be an Eligible Participant of, or to, Cordoba, for any reason, other than for cause or death, he or she may exercise any vested option issued under this Option Plan that is then exercisable, but only within the period that is 90 days from the date that he or she ceases to be an Eligible Participant. Options shall no longer continue to vest during such 90-day period. In the event that an Eligible Participant ceases to be an Eligible Participant because of termination for cause, the options of the Eligible Participant not exercised at such time shall immediately be cancelled on
the date of such termination and be of no further force or effect whatsoever notwithstanding anything to the contrary in this Option Plan.
(c)Other. If any Eligible Participant shall cease to be an Eligible Participant for any reason other than provided for in this section 8, the options of the Eligible Participant not exercised at such time shall immediately be cancelled and be of no further force or effect whatsoever.
9.EXTENSION OF OPTION
In addition to the provisions of section 8, the Board (which for these purposes does not include a reference to a Committee) may extend the period of time within which an option may be exercised by an Eligible Participant who has ceased to be an Eligible Participant but such an extension shall not be granted beyond the original expiry date of the option. Any extensions of options granted under this Option Plan are subject to any applicable regulatory or stock exchange approvals required at such time and the limitations imposed by TSXV Policy 4.4.
10.NON-TRANSFERABILITY OF OPTION
Subject to applicable law, no option granted under this Option Plan shall be assignable or transferable otherwise than:
(a)by will or by the laws of descent and distribution, and such option shall be exercisable, during a Eligible Participant’s lifetime, only by the Eligible Participant (subject to subsection 8(a)); or
(b)to a Eligible Participant’s registered retirement savings plan (“RRSP”) or registered retirement income fund (“RRIF”), provided that the Eligible Participant is, during the Eligible Participant’s lifetime, the sole beneficiary of the RRSP or RRIF.
11.AMENDMENT AND TERMINATION OF THE OPTION PLAN
(a)Subject to subsection 11(b), the Board (which for these purposes does not include a reference to a Committee) may at any time, and from time to time, and without shareholder approval, amend any provision or terminate this Option Plan, that is an amendment to fix typographical errors or amendments to clarify the existing provisions of this Option Plan that do not substantively alter the scope, nature and intent of the provisions. Any other amendment shall require the approval of the Exchange and shareholders, if applicable, except as provided in subsection 11(c).
(b)Notwithstanding subsection 11(a) and any Exchange approval to an amendment, the Board (nor the Committee) shall not be permitted to amend:
(i)subsection 4(a) to increase the percentage of Common Shares issuable under this Option Plan;
(ii)the limitations in subsection 4(b); or
(iii)the reduction in exercise price or the extension of duration of any option issued under this Option Plan to an Insider;
in each case without first having obtained the approval of a majority of the holders of Common Shares voting at a duly called and held meeting of holders of Common Shares (excluding votes held by any Insider benefiting from the proposed amendment) (“Disinterested Shareholder Approval”).
(c)Cordoba may amend the terms of a stock option without the acceptance of the Exchange in the following circumstances, but provided Cordoba issues a news release outlining the terms of the amendment:
(i)to reduce the number of Common Shares under option;
(ii)to increase the exercise price of an option; or
(iii)to cancel an option.
(d)Any amendment or termination shall not alter the terms or conditions of any option or impair any right of any optionholder pursuant to any option granted prior to such amendment or termination.
(e)Notwithstanding the foregoing, this Option Plan will automatically terminate when, and if, any of the authorizations required to authorize this Option Plan shall cease.
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EVIDENCE OF OPTIONS
Following the grant of an option in accordance with this Option Plan, Cordoba shall forward to such Eligible Participant, a Notice of Grant (the “Notice”) substantially in the form established by Cordoba from time to time as may be applicable, which Notice shall evidence the grant of the option under this Option Plan.
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EXERCISE OF OPTION
(a)An option may be exercised from time to time by delivering to Cordoba a written notice of exercise specifying the number of Common Shares with respect to which the option is being exercised and accompanied by payment for the full amount of the purchase price of the Common Shares then being purchased.
(b)Upon receipt of a certificate of an authorized officer directing the issue of Common Shares purchased under this Option Plan, the transfer agent of Cordoba is authorized and directed to issue and countersign share certificates for the purchased Common Shares in the name of the Eligible Participant or the Eligible Participant’s legal personal representative or as may otherwise be directed in writing by the Eligible Participant, including into a book-entry system, if requested.
(c)Notwithstanding section 5(g), Cordoba shall not, upon the exercise of any option, be required to register, issue or deliver any Common Shares prior to (a) the listing of such Common Shares on any stock exchange on which the Common Shares may then be listed, and (b) the completion of such registration or other qualification of such Common Shares under any law, rules or regulation as Cordoba shall determine to be necessary or advisable (including, without limitation, NI 45-106). If any Common Shares cannot be registered, issued or delivered to any Eligible Participant for whatever reason, the obligation of Cordoba to issue such Common Shares shall
terminate and any option exercise price paid to Cordoba shall be returned to the Eligible Participant without deduction or interest.
(d)If Cordoba or a subsidiary or affiliate is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect of any stock option benefits and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of Common Shares on exercise of options, then the Eligible Participant shall:
(i)pay to Cordoba or the subsidiary or affiliate, in addition to the exercise price for the options, sufficient cash as is reasonably determined by Cordoba to be the amount necessary to permit the required tax remittance; or
(ii)permit Cordoba or the subsidiary or affiliate to sell or cause to be sold by a broker or agent engaged by Cordoba, on behalf of the Eligible Participant, such number of Common Shares issuable to the Eligible Participant on the exercise of such options as is sufficient to fund Cordoba’s or the subsidiary or affiliate’s obligations to make source deductions; or
(iii)make other arrangements acceptable to Cordoba to fund the required tax remittance.
(e)The sale of Common Shares by Cordoba, or by a broker or agent engaged by Cordoba or a subsidiary or affiliate in accordance with subsection 13(d)(ii), will be made on the exchange on which the Common Shares are then listed for trading. The Eligible Participant consents to such sale and grants to Cordoba an irrevocable power of attorney to effect the sale of such Common Shares on his or her behalf and acknowledges and agrees that:
(i)the number of Common Shares sold shall, at a minimum, be sufficient to fund Cordoba or the subsidiary or affiliate’s obligations to make source deductions, net of any selling costs, which costs are the responsibility of the Eligible Participant and which the Eligible Participant hereby authorizes to be deducted from the proceeds of such sale;
(ii)in effecting the sale of any such Common Shares, Cordoba or the subsidiary or affiliate or the broker or agent will exercise its sole judgement as to the timing and the manner of sale and will not be obligated to seek or obtain any minimum price;
(iii)neither Cordoba nor the subsidiary or affiliate, nor the broker or agent will be liable for any loss arising out of any sale of such Common Shares, including any loss
relating to the pricing, manner of timing of such sales or any delay in transferring any Common Shares to a Eligible Participant or otherwise; and
(iv)the sale price of Common Shares will fluctuate with the market price of the Common Shares and no assurance can be given that any particular price will be received upon any sale.
(f)It is the responsibility of the Eligible Participant to ensure that they adhere to tax legislation in their jurisdiction regarding the reporting of benefits derived from the exercise of options.
(g)In the event any taxation authority should reassess Cordoba or a subsidiary or affiliate for failure to have withheld income tax, or other similar payments from the Eligible Participant, pursuant to the provisions herein, the Eligible Participant shall reimburse and save harmless Cordoba, the subsidiary or affiliate for the entire amount assessed, including penalties, interest and other charges.
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ADJUSTMENTS IN SHARES SUBJECT TO THE OPTION PLAN
For the purposes of section 14, any reference to the Board does not include a reference to a Committee.
(a)Adjustment. Subject to this section 14, the aggregate number and kind of shares or other securities available or issuable under this Option Plan shall be appropriately and equitably adjusted in the event of an arrangement, reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares or other securities of Cordoba. The options granted under this Option Plan may contain such provisions as the Board may determine with respect to adjustments to be made in the number and kind of shares covered by such options and in the option price in the event of any such change. Adjustments under this section 14, except with respect to subdivision or consolidation, are subject to prior approval of the Exchange.
(b)Effect of Take-Over Bid. If a bona fide offer (the “Offer”) for Common Shares is made to a Eligible Participant or to shareholders generally or to a class of shareholders which includes a Eligible Participant, which Offer, if accepted in whole or in part, would result in the offeror exercising control over Cordoba within the meaning of the British Columbia Securities Act, then Cordoba shall, if instructed by the Board in its sole discretion, notify each Eligible Participant of the full particulars of the Offer. The Board will have the sole discretion, subject to approval of the TSXV, if required, to amend, abridge or otherwise eliminate any vesting terms, conditions or schedule so that despite the other terms of this Option Plan, any options granted under this Option Plan may be exercised in whole or in part by Eligible Participants so as to permit Eligible Participants to tender the Common Shares received upon the exercise of options (the “Optioned Shares”) pursuant to the Offer. If:
(i)the Offer is not complied with within the time specified therein;
(ii)the Eligible Participant does not tender the Optioned Shares pursuant to the Offer; or
(iii)all of the Optioned Shares tendered by the Eligible Participant pursuant to the Offer are not taken up and paid for by the offeror in respect thereof;
then, at the discretion of the Board, the Optioned Shares or, in the case of clause (iii) above, the Optioned Shares that are not taken up and paid for, shall be returned by the Eligible Participant and reinstated as authorized but unissued Common Shares and the terms of the option as set forth in this Option Plan and the Notice shall again apply to the Option. If any Optioned Shares are returned to Cordoba under this section, Cordoba shall refund the exercise price to the Eligible Participant for such Optioned Shares.
(c)Effect of Reorganization, Amalgamation, Merger, etc. If there is a consolidation, reorganization, merger, amalgamation or statutory amalgamation or arrangement of Cordoba with or into another corporation, a separation of the business of Cordoba into two or more entities or a transfer of all or substantially all of the assets of Cordoba to another entity, at the discretion of the Board, upon the exercise of an option under this Option Plan, the holder thereof shall be entitled to receive any securities, property or cash which the Eligible Participant would have received upon such consolidation, reorganization, merger, amalgamation, statutory amalgamation or arrangement, separation or transfer if the Eligible Participant had exercised his option immediately prior to the applicable record date or event, as applicable, and the exercise price shall be adjusted as applicable by the Board, unless the Board otherwise determines the basis upon which such option shall be exercisable, and any such adjustments shall be binding for all purposes of this Option Plan. Notwithstanding any other term of this Option Plan, the Board has the sole discretion, subject to approval of the TSXV, if required, to amend, abridge or eliminate any vesting terms, conditions or schedule or to otherwise amend the conditions of exercise so that any such option may be exercised in whole or in part by the Eligible Participant so as to entitle the Eligible Participant to receive any securities, property or cash which the Eligible Participant would have received upon such consolidation, reorganization, merger, amalgamation, statutory amalgamation or arrangement, separation or transfer if the Eligible Participant had exercised his Option immediately prior to the applicable record date or event.
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RIGHTS PRIOR TO EXERCISE
An Eligible Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Common Shares in respect of which the Eligible Participant shall have exercised the option to purchase hereunder and which the Eligible Participant shall have actually taken up and paid for in full. For greater certainty a holder of an option under this Option Plan shall not be permitted to vote on any arrangement of Cordoba proposed to the holders of Common Shares of Cordoba.
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NO CONTINUED SERVICE
The granting of an option to an Eligible Participant under this Option Plan shall not impose upon the Cordoba, any subsidiary or any affiliate any obligation whatsoever to retain the Eligible Participant as a service provider of such entity.
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GOVERNING LAW
This Option Plan shall be construed in accordance with and be governed by the laws of the Province of British Columbia.
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EXPIRY OF OPTION
On the expiry date of any option granted under this Option Plan, and subject to any extension of such expiry date permitted in accordance with this Option Plan, such option shall forthwith expire and terminate and be of no further force or effect whatsoever, or as to the Common Shares in respect of which the option has not been exercised.
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SUPREMACY
To the extent there is any inconsistency between this Option Plan and Exchange Rules, the Exchange Rules shall prevail.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement Nos. 333-277101, 333-266227, 333-269490, 333-274241, and 333-284755 on Form S-8 and Registration Statement Nos. 333-273195, 333-269029, and 333-280018 on Form S-3 of our reports dated February 27, 2025, relating to the financial statements of Ivanhoe Electric Inc. and the effectiveness of Ivanhoe Electric Inc.'s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ Deloitte LLP
Chartered Professional Accountants Vancouver, Canada February 28, 2025
Document
Exhibit 23.15
CONSENT
To: Ivanhoe Electric Inc. (the “Company”)
Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Registration Statements on Form S-8 (File Nos. 333-266227, 333-269490, 333- 274241, 333-277101 and 333-284755) and Form S-3 (File Nos. 333- 273195, 333- 269029 and 333-280018) (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.
I, Glen Kuntz, am named in the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) with respect to certain mineral resource estimates relating to the Alacran Project, the Ivory Coast Project, and other technical and scientific information (collectively, the “Expert Information”).
I understand that the Company wishes to make reference to my name and the Expert Information in the Form 10-K. I further understand that the Company wishes to use extracts and/or information from the Expert Information in the Form 10-K. I further understand that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. I have been provided with a copy of the Form 10-K and have reviewed the proposed disclosure identified above.
Accordingly, in respect of the Form 10-K and the Registration Statements, I do hereby consent to:
| •<br><br><br><br>•<br><br><br><br><br><br>• | the use of, and references to, my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission);<br><br><br><br>the use of, and references to, the Expert Information in the Form 10-K and Registration Statements; and<br><br><br><br>the use, in the Form 10-K and Registration Statements, of extracts and information from the Expert Information, or portions thereof, that were prepared by me, that I supervised the preparation of and/or that I reviewed and approved. |
|---|
I also confirm that where my work involved a mineral resource estimate, such estimates comply with the requirements for mineral resource estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.
Dated: February 28, 2025
| By: | /s/Glen Kuntz |
|---|---|
| Glen Kuntz | |
| Senior Vice- President, Mine Development |
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002
I, Taylor Melvin, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 of Ivanhoe Electric Inc.; and | | --- | --- || 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | | --- | --- || Date: February 28, 2025 | | | | --- | --- | --- | | | By: | /s/ Taylor Melvin | | | | Taylor Melvin | | | | Chief Executive Officer (principal executive officer) |
4890-9720-9501\3
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002
I, Jordan Neeser, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 of Ivanhoe Electric Inc.; and | | --- | --- || 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | | --- | --- || Date: February 28, 2025 | | | | --- | --- | --- | | | By: | /s/ Jordan Neeser | | | | Jordan Neeser | | | | Chief Financial Officer (principal financial officer) |