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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2025

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.

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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, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1.0 billion.

The number of shares of Registrant’s Common Stock outstanding as of February 23, 2026 was 157,422,644.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, 2025 in connection with its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 11-14 of this Form 10-K.

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		Page
	Cautionary Note Regarding Forward-Looking Statements	2
	Glossary of Technical Terms	2
	Summary of Risk Factors	5
PART I
	Item 1. Business	6
	Item 1A. Risk Factors	62
	Item 1B. Unresolved Staff Comments	84
	Item 1C. Cybersecurity	84
	Item 2. Properties	84
	Item 3. Legal Proceedings	84
	Item 4. Mine Safety Disclosures	85
PART II
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	86
	Item 6. Reserved	91
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	92
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	105
	Item 8. Financial Statements and Supplementary Data	106
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	140
	Item 9A. Controls and Procedures	140
	Item 9B. Other Information	141
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	141
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	142
	Item 11. Executive Compensation	146
	Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters	146
	Item 13. Certain Relationships and Related Transactions, and Director Independence	147
	Item 14. Principal Accounting Fees and Services	147
PART IV
	Item 15. Exhibits and Financial Statement Schedules	148
	Item 16. Form 10-K Summary	152
Signatures		153

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about future events, our business, financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate. Any statements contained herein that are not statements of historical facts are deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, or other comparable terms intended to identify statements about the future. The forward-looking statements included herein are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. These risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control, include, but are not limited to those made below under “Summary of Risk Factors” and in Item 1A. Risk Factors in this Annual Report.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the Securities and Exchange Commission (“SEC”). We also operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

The forward-looking statements included herein are based on current expectations of our management based on available information and are believed to be reasonable. In light of the significant risks and uncertainties inherent in the forward-looking statements included in this Annual Report, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this Annual Report and the documents we file with the SEC, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect, predict or forecast. We qualify all of our forward-looking statements by the cautionary statements referenced above.

Glossary of Technical Terms

Certain terms and abbreviations used in this prospectus are defined below:

“Ag” means the chemical symbol for the element silver.

“Au” means the chemical symbol for the element gold.

“Breccia” is rock composed of broken fragments of minerals or rocks cemented together by a finer grained matrix.

“Concentrate” is the product of a physical concentration process, such as flotation or gravity concentration, which involves separating ore minerals from unwanted waste rock. Concentrates require subsequent processing (such as smelting or leaching) to break down or dissolve the ore minerals and obtain the desired elements, usually metals.

“Cu” means the chemical symbol for the element copper.

“DC/IP” means an induced polarization geophysical survey that uses Direct Current Resistivity to recover conductivity and chargeability distribution.

“Exploration” is prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.

“Feasibility Study” is a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable Modifying Factors, together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.

“Grade” means the concentration of metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t) or ounces per ton (oz/t) or parts per million (ppm). The grade of a mineral deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from the deposit. Grade is also used when disclosing the results of drilling activities that have been assayed.

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“g/t” means grams per tonne.

“Hypogene” means processes occurring at depth; especially, the primary hydrothermal processes that form a mineral deposit.

“Indicated Mineral Resource” or “Indicated Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified person to apply Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an Indicated Mineral Resource may only be converted to a Probable Mineral Reserve.

“Induced Polarization Geophysical Survey” means a method of ground geophysical surveying employing an electrical current to determine indications of mineralization.

“Inferred Mineral Resources” or “Inferred Resources” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the Modifying Factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a Mineral Reserve.

“Initial Assessment” is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of Mineral Resources. The Initial Assessment must be prepared by a Qualified Person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure of Mineral Resources but cannot be used as the basis for disclosure of Mineral Reserves.

“km” means kilometer.

“km2” means square kilometers.

“kt” means kilotonnes.

“kW” means kilowatts.

“m” means meter.

“m2” means square meters.

“Ma” means mega-annum or million years.

“Measured Mineral Resources” or “Measured Resources” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.

“Mill” is a processing facility where ore is finely ground and thereafter undergoes physical or chemical treatments to extract the valuable metals.

“Mineral Reserve” is an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the Qualified Person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a Measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Modifying Factors” are the factors that a Qualified Person must apply to Indicated and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A Qualified Person must apply and evaluate Modifying Factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include, but are not restricted to: mining; processing; metallurgical; infrastructure; economic;

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marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the Modifying Factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.

“Moz” means million troy ounces.

“Mt” means mega-tonnes or a million tonnes.

“Mtpa” means million tonnes per annum.

“MW” means megawatts or a million watts.

“MWh” means megawatt hours.

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators.

“NSR” means Net Smelter Return, which refers to the proceeds returned from the smelter and/or refinery to the mine owner, taken as the sale price of the metal products less certain transportation, treatment and refining costs.

“Ore” is rock, generally containing metallic or non-metallic minerals and non-ore minerals, that can be mined and processed at a profit.

“Ore Body” is a sufficiently large amount of ore that can be mined economically.

"oz" means troy ounces or 31.1035 grams

“Pb” means the chemical symbol for the element lead.

“Preliminary Feasibility Study”, “Pre-Feasibility Study” or “PFS” means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a Qualified Person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product. A Pre-Feasibility Study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the Modifying Factors and the evaluation of any other relevant factors that are sufficient for a Qualified Person to determine if all or part of the Indicated and Measured Mineral Resources may be converted to Mineral Reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable. A Pre-Feasibility Study is less comprehensive and results in a lower confidence level than a Feasibility Study. A Pre-Feasibility Study is more comprehensive and results in a higher confidence level than an Initial Assessment.

“Probable Mineral Reserve” is the economically mineable part of an Indicated Mineral Resource, and in some circumstances a Measured Mineral Resource.

“Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource and can only result from conversion of a Measured Mineral Resource.

“QA/QC” means quality assurance/quality control.

“Qualified Person” has the meaning ascribed thereto in Subpart 1300 of Regulation S-K.

“Reclamation” is the process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings, leach pads and other features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

“Recovery Rate” is a term used in process metallurgy to indicate the proportion of valuable metal physically recovered in the processing of ore. It is generally stated as a percentage of metal recovered compared to the total material originally present.

“Refining” is the final stage of metal production in which impurities are removed from the molten metal.

“Sampling” is a naturally occurring area where metals and elements leached from nearby rocks have accumulated at surface, typically in the form of oxide minerals.

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“Smelting” is an intermediate stage metallurgical process in which metal is separated from impurities by using thermal or chemical separation techniques.

“Stringers” are narrow veins or irregular filaments of a mineral or minerals traversing a rock mass.

“Supergene” means a process by which mineralization is enriched by the circulation of groundwater and the weathering process; significant in porphyry-copper and iron oxide-copper-gold deposits, where zones of much higher-grade mineralization may be found.

“Tailings” is the material that remains after all economically and technically recovered precious metals have been removed from the ore during processing.

“t” or “Tonne” means a metric ton or 2,204.6 pounds.

“Ton” means a short ton which is equivalent to 2,000 pounds, unless otherwise specified.

“tpa” means tonnes per annum.

“Trenching” is a long, narrow excavation through overburden to expose a vein, structure, or rock surface.

“Veins” are fissures, faults, or cracks in a rock that are filled by minerals.

“Waste” is rock which is not ore. Waste typically refers to that rock which has to be removed during the normal course of mining in order to get at the ore.

Summary of Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations, including the principal risks summarized below:

•Changes in the prices of copper or other metals Ivanhoe Electric Inc. (“Ivanhoe”, “Ivanhoe Electric” or the “Company”) is exploring for.

•The results of exploration and drilling activities and/or the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

•The final assessment of exploration results and information that is preliminary.

•We will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all.

•We have incurred indebtedness and may incur further indebtedness from time to time, which may be secured, including the Deed of Trust in connection with the credit facility we entered into with a banking syndicate comprised of National Bank of Canada, Societe Generale and Bank of Montreal.

•The significant risk and hazards associated with developing and operating any future mining operations, extensive regulation by the U.S. government as well as state and local governments.

•The need to obtain and maintain a variety of permits for mineral exploration and future mining operations.

•Changes in laws, rules or regulations, or their enforcement by applicable authorities.

•The failure of parties to contract with Ivanhoe Electric to perform as agreed.

•The impact of political, economic and other uncertainties associated with operating in foreign countries.

•The impact of health epidemics and other public health threats on the global economy.

In addition to the above summary of principal risks, you should carefully consider the more comprehensive list of risks discussed in this Annual Report under the section titled “Risk Factors.”

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Part I

Item 1. Business

Overview

We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States. We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our subsidiary, Computational Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.

We are committed to the establishment of strong relationships with our local communities and the responsible development of our projects by incorporating best practices for health, safety and environmental standards, water management, protection of local cultural heritage and biodiversity, and minimizing our environmental footprint. We prioritize hiring from local communities.

Our United States Mineral Projects

As of the date of this annual report, we consider our sole material mineral project to be the Santa Cruz Copper Project in Arizona. The Santa Cruz Copper Project is a development project situated in a prolific mining region that hosts some of the largest copper mines in the United States. The Santa Cruz Copper Project encompasses approximately 26.0 square kilometers (~6,425 acres) on private land and includes associated water rights. The Santa Cruz Copper Project location provides excellent infrastructure, including access to rail, interstate highways, and electric transmission lines. On June 23, 2025, we announced the completion of the Preliminary Feasibility Study (the “PFS”) for the Santa Cruz Copper Project. The PFS confirmed the economic viability of an underground copper mining operation combined with a heap leach processing facility utilizing modern technologies and designed to produce copper cathode. The PFS projects that the Santa Cruz Copper Project may produce 1.4 million tonnes of copper cathode over a 23-year mine life. With a base case copper price of $4.25/lb, the Santa Cruz Copper Project has an estimated after-tax net present value of $1.4 billion at an 8% discount rate and an estimated internal rate of return of 20%. The initial project capital estimated in the PFS is $1.24 billion.

Following completion of the PFS for the Santa Cruz Copper Project, we are advancing detailed engineering, operational readiness, and permitting for a copper mining operation incorporating leading technologies to improve efficiencies and costs.

Our other mineral projects in the United States include the Tintic Project located in Utah (the “Tintic Project”), the Hog Heaven Copper-Silver-Gold Project located in Montana (the “Hog Heaven Project”), and the Gleeson Copper-Gold Project in Arizona (“the “Gleeson Project”).

The Tintic Project is an exploration project located 95 kilometers (“km”) south of Salt Lake City in a historically significant silver producing district that also produced significant amounts of copper and gold. We own a majority of the surface land and mineral rights constituting the Tintic Project and we have lease and option agreements in place to own the remaining surface land and mineral rights at the Tintic Project.

The Hog Heaven Project is located on private land approximately 80 km south-southwest of the town of Kalispell, Montana. It is in the historical Flathead Mining District, which consists of several high-sulfidation epithermal mineral deposits and prospects, as well as several historical mines, including the Flathead Mine.

The Gleeson Project is an exploration project located 75 km south-east of Tucson, Arizona in a historic mining district of the same name. We have staked mining claims on federal mineral rights, acquired several Arizona State Mineral Exploration Permits, and signed several option agreements with private landowners.

We also hold a portfolio of other exploration projects in the western United States. These include the BHP Alliance in Arizona, New Mexico, Utah, and Nevada (the “BHP Alliance”), the Bristol Project located in Nevada (the “Bristol Project”), and the Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona (the “Lomitas Negras Project”, “Globe-Miami Projects” and “Perseverance Project”, respectively). The Globe-Miami Project includes the “Sleeping Beauty Project”, “Dragon’s Tail Project” and “Copper King Project”.

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Map: United States Mineral Projects

Exploration Alliance with BHP Mineral Resources

In 2024, we established an exploration alliance (“Exploration Alliance”) with a subsidiary of BHP Group Limited (“BHP”) 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” (“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 Exploration Alliance is for a term of three years, which may be extended. BHP (through a wholly owned subsidiary) agreed to provide initial funding of $15 million, and any subsequent funding would be on a 50/50 basis. We have provided the Exploration Alliance with access to one of our new generation Typhoon™ units, as well as the machine learning algorithmic software and data inversion services of CGI. In April 2025, the Exploration Alliance completed its first survey using a Typhoon™ geophysical survey system at an AOI in Arizona. The first drilling commenced in this area of interest in October 2025.

Maaden Ivanhoe Electric Exploration and Development Limited Company

In 2023, we established an exploration joint venture (the “Joint Venture”) with the Saudi Arabian Mining Company (“Maaden”). The Joint Venture is owned 50/50 by Ivanhoe and Maaden 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 named Maaden Ivanhoe Electric Exploration and Development Limited Company (“Saudi JVCo”). Maaden has currently made available approximately 50,000 km2 of land under an exploration license (or license application) within Saudi Arabia for exploration by the Joint Venture, a portion of which is expected to be reduced in 2026 following completion of exploration activities. We initially contributed $66.4 million of the proceeds from the sale of our common shares to Maaden to initially fund Saudi JVCo and the Joint Venture, and we provided Saudi JVCo with a royalty-free license to use Typhoon™ within Saudi Arabia for 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 purchased three new generation Typhoon™ units from the Company’s former parent, I-Pulse, all of which have been delivered to the Joint Venture and are active in Saudi Arabia. The Joint Venture 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™ geophysical survey systems. The Joint Venture commenced exploration activities in November 2023 and announced its first mineral

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discovery at Al Amar in January 2025. The Joint Venture is currently conducting drilling activities in the Wadi Bidah area with drilling at other exploration areas planned for later in 2026.

Exploration Collaboration with Sociedad Química y Minera de Chile

On January 27, 2026, we entered into an exploration collaboration (the “Collaboration”) with Sociedad Química y Minera de Chile (“SQM”) to explore for copper in northern Chile. SQM is one of Chile’s largest and oldest mining companies and with one of the largest portfolios of mining concessions in the country. The Collaboration establishes the framework for us and SQM to explore certain of SQM’s mining concessions, comprising a total of 2,002 km2 in northern Chile in areas of Caliche cover in the Atacama Desert. Caliche is a surface deposit of sediments cemented by salts, making it highly electrically resistive and impeding the penetration of low-power geophysical transmitters and their ability to detect underlying sulfide mineralization. Our Typhoon™ geophysical survey system generates a powerful, clean electrical charge that can penetrate the highly resistive Caliche cover to detect potential copper deposits beneath. The Collaboration will be funded by SQM with an initial commitment of $9 million. We are not required to provide any funding prior to the formation of a 50/50 joint venture. Upon identifying a qualifying copper deposit, we will have the option to acquire a 50% interest in the deposit and form a 50/50 joint venture with SQM by paying a price equal to twice SQM’s exploration expenditures to date. The exercise price will be paid to a new joint venture company and used for further exploration and other related activities. Upon the formation of a joint venture, SQM will contribute the relevant mining concessions and associated exploration data. Thereafter, the joint venture will be funded pro rata by us and SQM. A “qualifying copper deposit” is any deposit with the potential for at least one million tonnes of contained copper or copper equivalent, as determined by an independent geologist. The Collaboration has an initial term of three years.

Other International Mineral Projects

Our other mineral projects outside of the United States are the Alacrán Project in Colombia (the “Alacrán Copper Project”) (owned through our approximate 60.8% interest in publicly traded company Cordoba Minerals Corp. (“Cordoba”)), the Ivory Coast Project (owned through our interest in publicly traded company Sama Resources Inc. and our 60.0% interest in a joint venture entity) in Ivory Coast, and the Pinaya Project in Peru. On May 8, 2025, Cordoba announced that it had entered into an agreement for the sale of the remaining 50% of the Alacrán Copper Project to a consortium of investors including JCHX Mining Management Co., Ltd. (“JCHX”), a 19.2% shareholder of Cordoba, for up to $128 million consisting of $88 million in cash on closing, $12 million in a deferred payment, and up to $28 million in a contingent payment. Cordoba shareholders approved the transaction at a meeting of shareholders held on September 15, 2025. On February 10, 2026, the agreement was amended to, among other things, provide for the full $128 million purchase price to be paid at closing and remove any post-closing payments, waive the closing condition of an Environmental Impact Assessment, add a new closing condition of JCHX shareholder approval, and extend the outside date to March 10, 2026. Cordoba has also agreed to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all liabilities and obligations, subject to required approvals, such that $10 million will remain in Cordoba.

Typhoon and Computational Geosciences

In addition to our portfolio of mineral projects, we own, through a wholly-owned subsidiary, patents to a proprietary 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 models of large-scale mineral deposits to depths of up to one and a half kilometers or more. CGI software technology consists of sophisticated codes to process geophysical data and build three-dimensional (“3D”) subsurface models that could indicate the presence of various sulfide metals and minerals. Typhoon™ is capable of energizing large volumes of rock to complete larger surveys through a combination of high voltage up to 10 kV, high power up to 100 kW and high current up to 200 amps. 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. Typhoon™ has proven to be an important exploration tool during its deployment at our exploration projects.

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Map: Current and historical deployment of Typhoon™

VRB Energy

We also have interests in grid scale energy storage technology utilizing vanadium redox flow batteries. We own a 90.0% interest in VRB Energy Inc. (“VRB Energy”), which itself owns 100% of VRB Energy USA Inc. (“VRB USA”), an Arizona-based developer of advanced 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. (“Red Sun”), 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 is predominantly focused on copper and other metals vital to advanced manufacturing, infrastructure development, technology, and national security.

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, Arizona, Utah and Montana rank as some of the most attractive copper mining investment jurisdictions compared to other major copper mining jurisdictions around the world.

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___________

Source: Fraser Institute 2024 Investment Attractiveness

Quality Assurance/Quality Control Throughout all of our properties, internal controls, including quality assurance and quality control (“QA/QC”) measures, are in place to ensure the reliability and trustworthiness of our exploration data and mineral resource and reserve estimates. Because mineral resource and reserve estimates depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, there is a degree of uncertainty attributable to those estimates. 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.

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United States

Santa Cruz Copper Project, Arizona, USA (the “Santa Cruz Project”)

References to the “Santa Cruz Copper Project Preliminary Feasibility Study” or “PFS” is to the “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona”, dated June 23, 2025 and current as of December 31, 2025. The PFS was prepared in accordance with the Securities and Exchange Commission S-K regulations (Title 17, Part 229, Items 601 and 1300 through 1305) by the following third-party qualified persons: Fluor Canada Ltd., BBA USA Inc. (“BBA”), Burns & McDonnell Engineering Company, Inc., Geosyntec Consultants, Inc., Haley & Aldrich, Inc., INTERA Incorporated, KCB Consultants Ltd., Life Cycle Geo, LLC, Met Engineering, LLC, Paterson & Cooke USA, Ltd., Stantec Consulting Services Inc., and Tetra Tech, Inc. None of the qualified persons is affiliated with the Company or any other entity that has an ownership, royalty, or other interest in the Santa Cruz Copper Project. The PFS and Technical Report Summary on the Santa Cruz Copper Project is included as Exhibit 96.1 hereto. Scientific and technical information in this section is based upon, or in some cases extracted from, the PFS.

Location, Infrastructure, and Access. Our development stage Santa Cruz Copper Project is located in Pinal County, Arizona, 11 km to the west of Casa Grande and approximately a one-hour drive, on paved roads, south of Phoenix. The Santa Cruz Copper Project and exploration areas encompass 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 Copper Project centroid is approximately -111.88212, 32.89319 (WGS84) in Township 6 S, Range 4E, Section 13, Quarter C.

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Map: Location of the Santa Cruz Copper Project within the state of Arizona.

Title. The Santa Cruz Copper Project is 100% owned by Ivanhoe Electric through its wholly-owned subsidiary, Mesa Cobre Holding Corporation (“Mesa Cobre”).

In 2021, Ivanhoe Electric acquired 238 unpatented mining lode claims from Central Arizona Resources, LLC (“CAR”). In addition, Ivanhoe Electric acquired fee simple mineral title for two further land parcels: “CG100” and “Skull Valley”. In 2022, Ivanhoe Electric acquired the 0.08 km2 (20-acre) “Skull Valley” property from Skull Valley Capital, LLC in the southeastern area of the project and the 0.41 km2 (100.33-acre) “CG100” from CG 100 Land Partners LLC in the northeastern area of the project.

In 2023, Ivanhoe Electric acquired 16 Arizona State Land Department mineral exploration permits covering 27.95 km2 (~6,900 acres) of state mineral land. In 2024, Ivanhoe Electric exercised the agreement with D.R. Horton Phoenix East Construction, Inc. (DRH), granting Ivanhoe Electric, through Mesa Cobre, 100% of the mineral title for 26.0 km2 (~6,425 acres) of fee simple mineral estate, 39 federal unpatented mining lode claims (bringing the total claims controlled by Ivanhoe Electric to 277).

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The total project area comprises fee simple land along with unpatented mining lode claims and Arizona State Land Department Mineral Exploration Permits. Annual renewal fees for the unpatented mining lode claims and mineral exploration permits have been made as required. The estimated annual cost of future payments to retain the unpatented mining claims is $55,400. The area of proposed mine activity lies on fee simple land. Mineral control is summarized in the table and figures below.

Land Designation	Area (km2)
Fee Simple Mineral Ownership	25.98
Unpatented Mining Lode Claims (277 claims)	25.92
Arizona State Land Department Mineral Exploration Permits (16 permits)	30.47

Map: Ivanhoe Electric Mineral Rights of the Santa Cruz Copper Project.

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In 2022, Ivanhoe Electric acquired the surface rights to two land parcels: the 0.08 km2 (20-acre) Skull Valley property from Skull Valley Capital, LLC in the southeastern area of the project and a 0.41 km2 (100.33-acre) land parcel “CG100” from CG 100 Land Partners LLC in the northeastern area of project. In August 2024, Ivanhoe Electric acquired the surface title to three 0.04 km2 (10-acre) parcels located in various areas of the project along with the mineral rights from DRH. The majority of the surface rights for the Santa Cruz Copper Project were acquired in 2023. Surface rights are shown in the Figure below. Ivanhoe Electric acquired grandfathered irrigation rights and grandfathered Type 1 non-irrigation water rights in association with the private land purchased in 2023 and holds all necessary water rights for the life-of-mine plan envisaged in the PFS.

Map: Ivanhoe Electric Surface Rights of the Santa Cruz Copper Project.

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There are nine royalty owners for the Santa Cruz, East Ridge, and Texaco deposits, as summarized in the table below. Each royalty has its own distinct property description as shown in the map below.

Table: Royalty Descriptions.

Royalty Owner	Royalty Description
Royalty Owner A	10% of 1/800th of the fair market value for refined copper, which amount is set by the value listed in the successor index to Metals Week as of the date the solution extraction / electrowinning (SX/EW) process is completed
Royalty Owner B	60% of 1/800th of the fair market value for refined copper, which amount is set by the value listed in the successor index to Metals Week as of the date the SX/EW process is completed
Royalty Owner C	2% net smelter return
Royalty Owner D	0.15% net smelter return
Royalty Owner E	½ of 1% net smelter return or ½ of 1% of 60% net smelter return if product is disposed of other than to a commercial smelter
Royalty Owner F	10% net smelter return (capped at $7 million)
Royalty Owner G	5% net smelter return
Royalty Owner H	1% net smelter return
Royalty Owner I	$0.015/lbs of copper of additional mineable reserve copper over 2 billion pounds (Blbs) as determined by the “Definitive Feasibility Study” or by production beyond the amount estimated in the “Definitive Feasibility Study”; the royalty owner has the option to require payment in Ivanhoe Electric common stock at a 10% discount to the five-day volume weighted average price

Map: Extent of Royalties

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History. Copper mineralization, first discovered in the region in the 1960s by geologists from the American Smelting and Refining Company (“ASARCO”), led to extensive drill programs across the project area.

ASARCO conducted 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.

Ivanhoe Electric gained access to the land in August 2021 to start drill programs, completed a mineral resource estimate in 2022, an updated mineral resource estimate in early 2023, an initial assessment in September 2023, and a PFS in June 2025.

Property Condition and Stage of Development. The Santa Cruz Copper Project is a development stage project. No mining activity has taken place on the land constituting the Santa Cruz Copper Project. There is no mine in production at the Santa Cruz Copper Project. There is currently no significant equipment, infrastructure or facilities at the Santa Cruz Copper Project, and no mine development or operating equipment at the project site.

Existing and past land uses in the Santa Cruz Copper 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 Copper Project area is flat, sandy, and sparsely vegetated. Portions of the Santa Cruz Copper Project area are in the 100-year flood plain. Within the Santa Cruz Copper 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 Copper 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 primary permits required to authorize the construction and operation of the Santa Cruz Copper Project are detailed below.

Permitting and encumbrances. The primary permits for the project will require state, county, and local authorizations. Several permits have been issued for exploration and construction activities, and additional permits have been submitted for construction activities. The remaining permit applications for construction and operations will be prepared and submitted as sufficient design and engineering information become available. Major federal, state and local permits/plans required for the project are listed in the table below.

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Table: Permits Required for the Santa Cruz Copper Project.

Jurisdiction	Agency	Permit/Plan Needed & Description	Comment
Federal	US Environmental Protection Agency	Resource Conservation and Recovery Act – Hazardous Waste Management	Waste accumulation threshold will determine when hazardous waste ID number (permit) is required.
Federal	US Fish and Wildlife Service	Migratory Bird Treaty Act	Ongoing monitoring and implementation of beneficial practices throughout life of project.
State	Arizona Department of Environmental Quality	Class V Underground Injection Control Permit for paste backfill	Permit by rule or individual permit depending on materials characterization and pre-application discussion with agency.
State	Arizona Department of Environmental Quality	Areawide Aquifer Protection Permit	Facility-specific permit for heap leach, spent ore, temporary development rock, and ponds.
State	Arizona Department of Environmental Quality	Recycled Water Discharge Permit for redistribution of excess treated water to priority users	For distribution of treated water for third party uses (e.g., irrigated crops).
State	Arizona Department of Water Resources	45-513 – Groundwater Withdrawal Permit	Required to withdraw groundwater for dewatering purposes in an Active Management Area for extraction and processing of minerals.
State	Arizona State Mine Inspector	Mined Land Reclamation Plan	Closure plans developed as part of Preliminary Feasibility Study.
State	Arizona Department of Transportation	Encroachment Permit for access off Hwy 84	Traffic impact analysis completed. Engineered improvement designs shall be approved by ADOT prior to issuance of the Encroachment Permit.
County	Pinal County Air Quality Control District	Class II Air Quality Permit – determined by quantity of emissions from stationary sources and process emissions	Required for any industrial operation that has the potential to emit 5.5 pounds per day or 1 ton per year of any regulated air pollutant is required to obtain a permit from Pinal County Air Quality. Submitted March 2025 for construction activities and under agency review.
County	Pinal County Air Quality Control District	Pinal County Dust Control Permit – West Pinal Non-Attainment	Existing permit will be amended annually.
City	City of Casa Grande	Special Flood Hazard Area Development Permit for proposed development within a floodplain	Likely not required as facilities have been designed to avoid development within Special Flood Hazard Areas.
City	City of Casa Grande	General Plan Amendment – major amendment to city plan	Required to include mining operations and infrastructure within city limits. Obtained June 17, 2024.
City	City of Casa Grande	Planned Area Development Amendment (PAD) –	Required to accommodate industrial use/mining operations in a Planned Area Development zone. Obtained February 3, 2025.
City	City of Casa Grande	Major Site Plan	Required to accommodate industrial use/mining operations in the approved Planned Area of Development. Obtained January 7, 2026
City	City of Casa Grande	Development Plan	Required to accommodate drainage and grading for proposed project facilities approved in the Major Site Plan.

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Geological Setting, Mineralization and Deposit Types. The Santa Cruz Copper Project is situated within the Southwestern Porphyry Copper Belt, which is home to numerous productive copper deposits. Notable examples in Arizona include Mineral Park, Bagdad, Resolution, Miami-Globe, San Manuel-Kalamazoo, Ray, Morenci, Sierrita, Twin Buttes, and the historically significant Sacaton Mine. These deposits are part of the larger physiographical area known as the Basin and Range Province, which covers much of the southwestern United States.

The porphyry copper deposits in the Southwestern Porphyry Copper Belt are the result of igneous activity during the Laramide Orogeny, which occurred between 50 and 80 million years ago. This geological event was driven by the subduction of the Farallon Tectonic Plate beneath the North American Tectonic Plate, resulting in the formation of a magmatic arc and the development of associated porphyry copper systems.

The Project comprises four separate areas along a southwest-northeast corridor. These areas from southwest to northeast are known as the Southwest exploration area, the Santa Cruz deposit, the East Ridge deposit, and the Texaco deposit, all of which represent portions of one or more large porphyry copper systems separated by extensional Basin and Range normal faults. Each area has experienced variable periods of erosion, supergene enrichment, fault displacement, and tilting into their present positions.

Mineralization in the project area is divided into the following:

•Supergene copper oxide mineralization mainly consists of atacamite and chrysocolla, with smaller amounts of cuprous goethite, copper-bearing micas, tenorite, cuprite, copper wad, and native copper.

•Secondary supergene sulfide mineralization is dominantly chalcocite, which replaces hypogene sulfide.

•Primary hypogene sulfide mineralization consists of chalcopyrite and molybdenite hosted within quartz-sulfide stringers, veins, and breccias.

Exploration and Drilling. No exploration was completed in 2025. Sixteen sonic drill holes, totaling 1,055 meters, were completed as part of geotechnical development work for the box cut and decline as part of pre-development activities at the Santa Cruz Project. The below discussion is related to the exploration and drilling activities undertaken for the PFS.

Ivanhoe Electric has completed induced polarization geophysical surveys, including two dimensional, three dimensional, multichannel seismic, reprocessing of proprietary Typhoon™ three-dimensional perpendicular pole dipole induced polarization data, and ambient noise tomography in addition to an active three- dimensional seismic survey across the Santa Cruz and east ridge deposits. The geophysical datasets from these surveys were used to assist with geological interpretation and improved drill targeting.

A comprehensive surface ionic leach sampling program has also been completed across the project to assess in detecting copper mineralization at depth.

Ivanhoe Electric completed 149 infill drillholes totaling approximately 120,000 meters since the 2023 initial assessment to the date of the PFS, bringing the total to 194 drillholes and 156,427 meters of combined drilling for the Project since initiating exploration activity in 2021. Combined with historical drilling, Ivanhoe Electric has data for over 469 drillholes totaling 330,118 meters of combined drilling. The mineral resource and mineral reserve estimates included in the PFS are based on data from 329 drillholes totaling 279,164 meters of combined drilling.

Detailed core logging is performed by Ivanhoe Electric geologists through digital data input into MX Deposit. Data that are logged include lithology, alteration, mineralization, veining, petrophysical data, and geotechnical parameters, such as faults, joints, fractures, hardness, and rock quality (Q-system) parameters. Additional characterization fields such as rock colors, grain sizes, textures, and supergene weathering features were also captured.

Approximately 5,884 density measurements from 210 drillholes were measured for the Santa Cruz, East Ridge, and Texaco deposits.

Quality assurance and quality control for the Ivanhoe Electric drill programs consisted of inserting duplicates, blanks, and certified reference materials (standards) into the sample stream at set sampling intervals. BBA’s review of the data indicated no material issues.

A total of 70 km of geotechnical drillholes consisting of 83 historical and 184 modern drillholes informed geotechnical characterization of the Santa Cruz and East Ridge deposits. Historical drillholes were selected based on availability of rock quality designation data.

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The groundwater flow model was calibrated and used to predict the residual passive inflows for the PFS mine plan. The predicted residual passive inflows resulting from the updated model, with mitigation measures of activated colloidal silica and cement grouting applied, indicate that the residual passive inflows for the first 10 years of the mine are at or below 6,000 gallons per minute (gal/min). From Years 11 through 25, the residual passive inflows in the updated model range from approximately 6,500 to 8,000 gal/min.

Data Verification. BBA personnel in the disciplines of geology, mineral resource estimation, mineral reserve estimation, mine planning and mine infrastructure visited the project site in 2024. During the visit, BBA personnel reviewed and verified data acquisition procedures with Ivanhoe Electric personnel, visited active drill sites, and performed several other verification checks to ensure data integrity.

Based on the data made available, BBA considers that a reasonable level of verification has been completed and that no material issues were identified from the programs. BBA’s opinion states that the geological data collection and quality assurance and control procedures used by Ivanhoe Electric are consistent with current industry practices and that the geological database is of suitable quality to support a mineral resource and mineral reserve estimation.

Metallurgical Testwork. Metallurgy and processing test work were directed by Met Engineering, LLC and conducted at McClelland Labs (MLI) in Sparks, Nevada, USA and at Blue Coast Research (BCR) in Parksville, British Columbia, Canada. Metallurgical testwork included the following:

•establishing copper recoveries, based on sequential coppers for chloride-assisted, weak-sulfuric acid, heap leaching of mineralized material at the Santa Cruz Copper Project.

•determining commercial operating parameters for heap leaching mineralized material at the Santa Cruz Copper Project, including salt usage, sulfuric acid usage, ore cure/agglomeration practices, leach cell cycle times for an on/off leach pad design, annual pregnant leach solution grades, and pregnant leach solution flow rate to solvent extraction.

A grade-recovery algorithm was developed based on sequential copper assays. For the life-of-mine processing, this equation produces a weighted average of 92.2% total copper recovery to cathode for leaching a 6-meter lift of ore crushed to 100% passing 9.5 mm for 180 days of irrigation utilizing an on/off leach pad.

There are no deleterious elements or factors that could have a significant effect on economic extraction of the copper in the mineralized material.

Mineral Resource Estimate. The mineral resources in this estimate were independently prepared, including estimation and classification, by BBA in accordance with the definition for mineral resources in S-K 1300 regulations. The in-situ mineral resource estimates for the Santa Cruz, East Ridge, and Texaco deposits, inclusive and exclusive of reserves, are presented in the tables below.

The Santa Cruz deposit has approximately 194,000 meters of drilling in 226 drillholes; East Ridge has approximately 49,000 meters of drilling in 62 holes; and Texaco has approximately 36,000 meters of drilling in 41 holes.

Geological domains were developed for the project based on alteration, lithological, and mineralogical characteristics, incorporating regional and local structural information. Normal faults separate the mineralization at the Santa Cruz, East Ridge, and Texaco deposits.

The Santa Cruz deposit was divided into several mineral domains: exotic domain, verde domain, leach cap, oxide domain, chalcocite enriched domain, and primary mineralization domain. The East Ridge deposit consists of a mix of oxide and chalcocite enriched domains. The Texaco deposit consists of all domains except for leach cap and exotic. The domains were further divided into subdomains based on individual grade profiles, which align with controls on mineralization. The following terms are assigned to the subdomains; these represent a local definition of the grade profile: high-grade, medium-grade, and low-grade.

Exploratory data analysis was conducted to determine the nature of element distribution and correlation of grades within individual lithological units, and to identify high-grade outlier samples. Capping was not applied to copper values as significant outliers were not identified. Samples were composited to 2-meter intervals. Variograms were completed by subdomain for each deposit.

The resource estimation methodology constrains the mineralization by using hard wireframe boundaries. Ordinary kriging was employed for the Santa Cruz deposit, and inverse distance squared was selected for the East Ridge and Texaco

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deposits. Multiple search passes were used for each deposit. Search parameters were based on variography and continuity of mineralization.

Validation checks were completed on the mineral resource estimates. These included visual comparison of estimated grade to composite grade, domain conformity, swath plots, and comparisons to alternate estimation methods.

Indicated and inferred classification was applied to the Santa Cruz, East Ridge, and Texaco deposits based on BBA’s review that included geological understanding, continuity of mineralization, data quality, examination of drill spacing, visual comparison, kriging variance, distance to the nearest composite, and search pass, along with the search ellipsoid ranges. Collectively, this information was used to produce an initial classification script followed by manual wireframe application to further limit the mineral resource classification.

Mineral resources used commodity prices based on long-term analyst and bank forecasts. In the opinion of BBA, this price is generally aligned with pricing over the last one, three, and five years; forward-looking pricing from internationally recognized banks is appropriate for use in a mineral resource estimate. The commodity price considered three-year trailing averages.

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Santa Cruz Mineral Resources

Table: In-Situ Mineral Resource Estimate Exclusive of Reserves for Santa Cruz, East Ridge & Texaco Deposits.

Deposit		Classification		Tonnes (kt)		Total Copper (%)		Acid Soluble Copper (%)		Cyanide Leach Copper (%)		Residual Copper (%)		Gold (g/t)		Silver (g/t)		Contained Copper (kt)		Total Acid Soluble Copper (kt)		Total Cyanide Copper (kt)		Total Residual Copper (kt)		Contained Gold (koz)		Contained Silver (koz)		Contained Copper (Mlbs)
Santa Cruz		Indicated		178,451		0.80		0.34		0.20		0.27		0.024		1.43		1,435		607		359		477		139		8,211		3,163
	Inferred		31,998		0.73		0.21		0.17		0.34		0.021		1.78		232		68		54		110		21		1,832		512
East Ridge		Indicated		4,407		0.94		0.43		0.31		0.20		0.015		0.71		41		19		14		9		2		101		91
	Inferred		48,676		0.89		0.44		0.12		0.33		0.006		0.40		436		216		57		163		9		623		960
Texaco		Inferred		341,345		0.78		0.06		0.27		0.45		0.028		0.81		2,664		218		920		1,537		302		8,850		5,873
All Deposits		Indicated		182,859		0.81		0.34		0.20		0.27		0.024		1.41		1,476		625		373		486		141		8,312		3,254
	Inferred		422,020		0.79		0.12		0.24		0.43		0.025		0.83		3,332		503		1,030		1,809		333		11,304		7,346

Notes on mineral resources: 1. The mineral resources in this estimate were independently prepared, including estimation and classification, by BBA USA Inc., and are reported in accordance with the definition for mineral resources in S-K 1300. 2. Mineral resources that are not mineral reserves do not have demonstrated economic viability. 3. Mineral resources are reported in situ, exclusive of mineral reserves. 4. The mineral resources for Santa Cruz, East Ridge, and Texaco deposit were completed using Datamine Studio RM software. 5. The mineral resources are current at December 31, 2025. 6. Mineral resources constrained assuming underground mining methods for the Santa Cruz deposit are reported at an NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; Texaco deposit is reported at a NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; and East Ridge deposit is reported at a NSR cutoff of US$40.00 for longhole stoping and US$50.00 for drift and fill. The cutoff reflects the total operating costs to define reasonable prospects for economic extraction by conventional underground mining methods. Material from within mineable shape-optimized wireframes has been included in the mineral resource. Underground mineable shapes optimization parameters include a long-term copper price of US$4.00/lb, gold price of US$1,900/oz, and silver price of US$24.00/oz. Process costs of US$7.00 to US$9.00 per processed tonne; direct mining costs between US$22.00 to US$40.00 per processed tonne reflecting various mining method costs (leach, long hole or drift and fill), mining general and administration costs of US$2.63 per processed tonne, onsite processing costs between US$31.63 to US$49.63 per processed tonne, along with variable royalties between 5.01% to 6.96% NSR, and a mining recovery of 100%. 7. Mineral resources are estimated using metallurgical recoveries for heap leach of 96% for acid soluble copper, 83% for cyanide soluble copper, 22% for residual copper, 0% for gold and 0% for silver. Recoveries for concentrator are 0% for acid soluble copper, 90% for cyanide soluble copper, 90% for residual copper, 59% for gold, and 69% for silver. 8. Density was applied using weighted averages by deposit subdomain. 9. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade, and contained metal content.

Table: In-Situ Mineral Resource Estimate Inclusive of Reserves for Santa Cruz, East Ridge & Texaco Deposits.

Deposit		Classification		Tonnes (kt)		Total Copper (%)		Acid Soluble Copper (%)		Cyanide Leach Copper (%)		Residual Copper (%)		Gold (g/t)		Silver (g/t)		Contained Copper (kt)		Total Acid Soluble Copper (kt)		Total Cyanide Copper (kt)		Total Residual Copper (kt)		Contained Gold (koz)		Contained Silver (koz)		Contained Copper (Mlbs)
Santa Cruz		Indicated		317,709		0.95		0.48		0.30		0.17		0.027		1.62		3,017		1,517		956		543		279		16,513		6,650
	Inferred		31,998		0.73		0.21		0.17		0.34		0.021		1.78		232		68		54		110		21		1,832		512
East Ridge		Indicated		8,742		1.00		0.45		0.39		0.16		0.014		0.68		88		40		34		14		4		191		193
	Inferred		48,676		0.89		0.44		0.12		0.33		0.006		0.40		436		216		57		163		9		623		960
Texaco		Inferred		341,345		0.78		0.06		0.27		0.45		0.028		0.81		2,664		218		920		1,537		302		8,850		5,873
All Deposits		Indicated		326,450		0.95		0.48		0.30		0.17		0.027		1.59		3,104		1,557		989		558		283		16,704		6,844
	Inferred		422,020		0.79		0.12		0.24		0.43		0.025		0.83		3,332		503		1,030		1,809		333		11,304		7,346

Notes on mineral resources: 1. The mineral resources in this estimate were independently prepared, including estimation and classification, by BBA USA Inc., and are reported in accordance with the definition for mineral resources in S-K 1300. 2. Mineral resources that are not mineral reserves do not have demonstrated economic viability. 3. Mineral resources are reported in situ, inclusive of mineral reserves. 4. The mineral resources for Santa Cruz, East Ridge, and Texaco deposit were completed using Datamine Studio RM software. 5. The mineral resources are current at December 31, 2025. 6. Mineral resources constrained assuming underground mining methods for the Santa Cruz deposit are reported at an NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; Texaco deposit is reported at a NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; and East Ridge deposit is reported at a NSR cutoff of US$40.00 for longhole stoping and US$50.00 for drift and fill. The cutoff reflects the total operating costs to define reasonable prospects for economic extraction by conventional underground mining methods. Material from within mineable shape-optimized wireframes has been included in the mineral resource. Underground mineable shapes optimization parameters include a long-term copper price of US$4.00/lb, gold price of US$1,900/oz, and silver price of US$24.00/oz. Process costs of US$7.00 to US$9.00 per processed tonne; direct mining costs between US$22.00 to US$40.00 per processed tonne reflecting various mining method costs (leach, long hole or drift and fill), mining general and administration costs of US$2.63 per processed tonne, onsite processing costs between US$31.63 to US$49.63 per processed tonne, along with variable royalties between 5.01% to 6.96% NSR, and a mining recovery of 100%. 7. Mineral resources are estimated using metallurgical recoveries for heap leach of 96% for acid soluble copper, 83% for cyanide soluble copper, 22% for residual copper, 0% for gold and 0% for silver. Recoveries for concentrator are 0% for acid soluble copper, 90% for cyanide soluble copper, 90% for residual copper, 59% for gold, and 69% for silver. 8. Density was applied using weighted averages by deposit subdomain. 9. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade, and contained metal content.

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Factors That May Affect the Mineral Resource Estimate

Areas of uncertainty that may materially impact the mineral resource estimates are as follows:

•changes to long-term metal price assumptions

•changes to the input values for mining, processing, and general and administrative (G&A) costs to constrain the estimate

•changes to local interpretations of mineralization geometry and continuity of mineralized subdomains

•changes to the density values applied to the mineralized zones

•changes to metallurgical recovery assumptions

•changes in assumptions of marketability of the final product

•variations in geotechnical, hydrogeological, and mining assumptions

•changes to assumptions with an existing agreement or new agreements

•changes to environmental, permitting, and social license assumptions

•logistics of securing and moving adequate services, labor, and supplies could be affected by epidemics, pandemics, and other public health crises, or geopolitical influence.

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The table below compares the Santa Cruz mineral resource estimates, exclusive of mineral reserves, as at December 31, 2025 and December 31, 2024, and reports the net difference as a percentage.

Comparison to previous Mineral Resource Estimate

December 31, 2024							December 31, 2025									Comparison
Deposit	Classification		Tonnes (kt)		Contained Copper (kt)		Deposit		Classification		Tonnes (kt)		Total Cu (k tonnes)			Tonnage % Difference			Total Contained Copper % Difference
Santa Cruz	Indicated		223,155		2,759		Santa Cruz		Indicated		178,451		1,435			-20		%	-48	%
East Ridge		—		—		East Ridge		4,407		41		—		%	—		%
Texaco		3,560		47		Texaco		—		—		—		%	—		%
Total Indicated			226,715		2,807		Total Indicated				182,859		1,476			-19		%	-47	%
Santa Cruz	Inferred		62,709		768		Santa Cruz		Inferred		31,998		232			-49		%	-70	%
East Ridge		23,978		326		East Ridge		48,676		436		103		%	34		%
Texaco		62,311		753		Texaco		341,345		2,664		448		%	254		%
Total Inferred			148,998		1,847		Total Inferred				422,020		3,332			183		%	80	%

The current resource model iterations have changed significantly when compared to the iterations released in the initial assessment. Factors that have influenced changes in the resource are as follows:

•a portion of the Santa Cruz Indicated resource has been converted to reserves; see Mineral Reserve table;

•change in cut-off grade from IA to PFS due to change in metallurgical process, mining cost, increased copper price from $3.70/lb to $4.00/lb;

•significant addition of new drilling to all three deposits, with expansion drilling at Texaco contributing to overall resource growth;

•change in interpretation of deposits based on new information;

•understanding of structural influence on the deposit;

•discovery of historical data issues in East Ridge.

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Mineral Reserve Estimate. Underground mineral reserves were estimated by BBA. Estimates were prepared for the Santa Cruz deposit, a portion of the East Ridge deposit, and the Verde domain located within the Santa Cruz deposit. The primary mining method for both deposits employs longhole stoping without pillars, utilizing a primary and secondary stoping sequence. Additionally, a few small lenses within the East Ridge deposit use a drift-and-fill mining method. Stopes will be backfilled with cemented rockfill and then all stopes will be backfilled after mining with paste backfill for the remainder of the mine life. Indicated mineral resources were converted to probable mineral reserves. Inferred mineral resources were not converted to mineral reserves; however, if inferred mineral resources fell within the mineral reserve designs, they were assumed to have zero grade.

The underground mine approach was designed using zones that were amenable to different mining methods based on geotechnical considerations, access requirements, deposit shape, orientation and grade, and mining depths. Waste or low-grade blocks in the stope shapes were treated as internal dilution. Mine designs were modified by including the capital and operating development needed to access the stopes, and the applicable infrastructure requirements.

Net smelter return (NSR) represents the gross revenue generated from the sale of a refined metal product (in this case, copper cathodes) after deducting all associated off-site costs. For a mine producing copper cathodes via heap leaching and SX/EW, the traditional "smelter" and "refining" charges inherent in concentrate sales are not applicable. Instead, the offsite deductions are specific to the direct sale of cathodes.

The primary metal produced at the Santa Cruz Copper Project is copper. While byproducts of gold and silver are present, the current heap leach SX/EW process does not recover these precious metals. As is common with polymetallic deposits, the cutoff value for mineral reserves is determined and expressed in terms of net smelter return value per tonne.

The NSR is calculated based on unit metal values, utilizing representative smelter contract terms, freight costs, and forecasted metal prices. The metal prices and metallurgical recovery rates used for NSR calculations are summarized in the table below. Operating cost for cutoff value calculations are summarized in the table below. Royalties are factored into each block of the mineral resource and mineral reserve model.

Mineral reserves are assessed using commodity prices derived from long-term forecasts from analysts and banks. According to BBA, this pricing generally reflects the trends observed over the past one, three, and five years, and the forward-looking prices from internationally recognized banks are deemed appropriate for mineral reserve estimates.

Table: NSR parameters.

Product	Unit	Value
Acid Soluble Copper Recovery	%	98.8
Cyanide Soluble Copper Recovery	%	85.4
Residual Copper Recovery	%	35.1
Recoverable Copper	%	90.9
Net Recoverable Copper	%	90.0
Copper Price	$/lb	4.00

Table: Operating costs for cutoff value calculations.

Criteria		Unit	Santa Cruz		East Ridge	East Ridge
	30 m Longhole			15 m Longhole
	Leach			Leach
Cathode Split		%	100.0		100.0	100.0
Onsite Costs
Mining Costs – Direct		/t processed	31.00		47.05	47.05
Processing Costs		/t processed	10.32		10.32	10.32
G&A		/t processed	2.63		2.63	2.63
Onsite Total		/t processed	43.95		60.00	60.00
Onsite Rounded NSR Breakeven Cutoff		/t	44.00		60.00	60.00

All values are in US Dollars.

Indicated mineral resources were converted to probable mineral reserves. Inferred mineral resources were excluded from the mineral reserve estimate. Mineral reserves for the Santa Cruz Copper Project are estimated for the Santa Cruz deposit and a portion of the East Ridge deposit, as well as the Verde domain within the Santa Cruz deposit.

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Mineral reserves are supported by a mine plan, engineering analysis, and modifying factors.

The point of reference for the mineral reserves is the point where the ore is delivered to the processing plant. Mineral reserves are reported on a 100% basis.

The mineral reserve estimate for the Santa Cruz Copper Project is shown in the table below.

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Table:   Santa Cruz Copper Project Mineral Reserve Estimate.

Deposit	Classification	Tonnes (kt)	Total Copper (%)	Acid Soluble Copper (%)	Cyanide Leach Copper (%)	Residual Copper (%)	Contained Copper (kt)	Total Acid Soluble Cu (kt)	Total Cyanide Cu (kt)	Total Residual Cu (kt)
Santa Cruz	Probable	132,061	1.08	0.62	0.41	0.05	1,430	820	544	65
East Ridge	Probable	4,112	1.03	0.46	0.44	0.12	42	19	18	5
Total	Probable	136,173	1.08	0.61	0.41	0.05	1,472	839	563	70

Notes: 1. The mineral reserves in this estimate are current to December 31, 2025 and were independently prepared, including estimation and classification, by BBA USA Inc. They are reported in accordance with the definitions for mineral reserves in S-K 1300. 2. The point of reference for the estimate is the point of delivery to the process facilities. 3. The mineral reserves for the Santa Cruz and East Ridge deposits were completed using Deswik mining software. Mineral reserves are defined within stope designs that are prescribed by rock mechanics, considering the specific characteristics of deposits, mineral domains, mining methods, and the mining sequence. Transverse longhole stoping is the optimal mining method with uppers and cut & fill methods used where appropriate. Mining will occur in blocks, extracting ore from the bottom upwards, with paste backfill providing ground support to sustain a production rate of 20,000 tonnes per day for the first 15 years of operation. 4. Mineral reserves are estimated at an NSR cutoff value of $43.95/t for longhole stoping and $60/t for longitudinal retreat stopes and drift and fill. The NSR values reflect the discrete metallurgical responses for each mineral reserve block using metallurgical recoveries for heap leach of 96% for acid soluble copper, 83% for cyanide soluble copper, 22% for residual copper. Underground mineable shapes optimization parameters include a long-term copper price of US$4.00/lb. 5. Mineral reserves account for mining loss and dilution. 6. Mineral reserves are a subset of the indicated mineral resource and do not include the inferred mineral resource. 7. Rounding, as required by the guidelines, may result in apparent summation differences between tonnes, grade, and contained metal content.

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Factors That May Affect the Mineral Reserve Estimate. Factors that may affect the mineral reserve estimate include the following:

•changes to long-term metal price assumptions

•changes to metallurgical recovery assumptions

•changes to the input assumptions used to derive the mineable shapes applicable to the assumed underground and open pit mining methods used to constrain the estimates

•changes to the forecast dilution and mining recovery assumptions

•changes to the cutoff grades used to constrain the estimates

•variations in geotechnical (including seismicity), hydrogeological, mining, and processing recovery assumptions

•changes to environmental, permitting, and social license assumptions.

Comparison to previous Mineral Reserve Estimate. Mineral Reserves were estimated for the Santa Cruz Copper Project for the first time in 2025. No previous Mineral Reserves are available to compare.

Mining Methods. The Santa Cruz Copper Project is an undeveloped brownfield project where mineral reserves have been identified for two deposits: Santa Cruz and East Ridge.

The Santa Cruz deposit is located approximately 480 to 940 meters below the surface. Based on the deposit geometry and supporting geotechnical data, transverse underground longhole stoping has been selected as the most suitable mining method. Mining will be conducted in blocks, with ore being extracted from the bottom upward within each block while utilizing paste backfill to provide ground support. A sill pillar will be maintained between the blocks. The paste backfill is designed to be strong enough to allow adjacent filled stopes to be mined without requiring additional pillars.

The East Ridge deposit is situated to the northeast of the main Santa Cruz deposit, approximately 310 to 790 meters below the surface. It consists of multiple inclined tabular lenses and will be mined using a hybrid approach that combines longhole stoping and the drift-and-fill method, depending on the geometry of the orebody in each zone, followed by paste backfill and curing before the development of the next adjacent drift in the orebody.

Mine access will be provided through two decline drifts from the surface: one for main access and the other for a Railveyor system to handle materials. Ore will be transported from the stopes by load-haul-dump (LHD) equipment to an ore pass system, which will transfer the ore from a chute to a conveyor system. From the conveyor system, it will be loaded onto the Railveyor and brought to surface.

The Santa Cruz Copper Project encompasses three mining zones: Santa Cruz, Verde, and East Ridge (Figure below). The Santa Cruz zone is the primary production area and is structurally divided into northern and southern regions.

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Figure. Mining Zones of Santa Cruz and East Ridge Deposits, View Looking North

The Santa Cruz Copper Project mine life is expected to be 23 years with construction from 2026 to 2028 followed by schedule production to 2051. The table below summarizes the production in the mine plan. The “Ore” column represents the total development and production ore for Santa Cruz, Verde, and East Ridge mining zones.

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Table: Santa Cruz Scheduled Production Summary.

Year	Ore (kt)	Total Copper (%)	AsCu (%)	CNCu (%)	Cu_Res (%)	Ratio ASCU:TCU
2026	0	0.00	0.00	0.00	0.00	0.00
2027	28	0.48	0.34	0.05	0.10	0.70
2028	1,673	0.71	0.51	0.15	0.05	0.71
2029	3,973	1.29	0.99	0.26	0.04	0.77
2030	5,377	1.35	0.86	0.44	0.04	0.64
2031	6,737	1.15	0.61	0.51	0.04	0.53
2032	7,492	1.12	0.56	0.50	0.06	0.50
2033	7,439	1.13	0.56	0.52	0.06	0.49
2034	7,875	1.02	0.64	0.35	0.03	0.63
2035	7,441	1.13	0.72	0.39	0.02	0.64
2036	7,740	1.06	0.75	0.29	0.02	0.71
2037	7,937	1.01	0.58	0.38	0.05	0.57
2038	7,961	0.99	0.52	0.43	0.04	0.52
2039	7,256	1.15	0.49	0.59	0.08	0.42
2040	7,400	1.14	0.53	0.53	0.07	0.46
2041	7,819	1.05	0.51	0.48	0.06	0.49
2042	7,851	1.07	0.52	0.49	0.06	0.48
2043	5,956	1.07	0.68	0.34	0.05	0.64
2044	4,177	1.04	0.50	0.51	0.03	0.48
2045	3,732	1.04	0.67	0.31	0.06	0.65
2046	3,338	1.05	0.67	0.31	0.06	0.64
2047	3,453	1.00	0.69	0.26	0.05	0.69
2048	3,586	1.07	0.65	0.36	0.06	0.60
2049	3,655	0.99	0.52	0.41	0.06	0.53
2050	3,643	1.04	0.67	0.29	0.08	0.65
2051	2,636	0.92	0.66	0.14	0.12	0.71
Total	136,173	1.08	0.62	0.41	0.05

The figures below show a tonne-grade graph for production and includes estimated waste rock and tonnes of material mined over the life-of-mine from the orebodies and development, respectively.

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Figure. Santa Cruz Tonne – Grade Graph

Figure. Santa Cruz Tonnes of Mined Material

The injection of activated colloidal silica to reduce water inflow within specific areas of underground development was evaluated by Geosyntec for the project. During initial decline development where the twin declines pass through the upper portion of the Gila conglomerate and other high hydraulic conductivity zones, standard ramp dewatering methods—in addition to methods like activated colloidal silica and cement grout injection are utilized to support underground development.

Recovery Methods. Process for the Santa Cruz Copper Project has been designed to cycle oxide and secondary sulfide ores through an on/off heap leach pad to produce a copper-rich pregnant leach solution (PLS) that will be processed in the onsite solvent extraction and electrowinning circuit for recovery.

The process designs were based on existing technologies and proven equipment. The process and refinery plant designs are based on the results of metallurgical testwork on the mineralized material at the Santa Cruz Copper Project. The designs are conventional.

The simplified overall process flow diagram is presented in the Figure below.

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Figure. Simplified Process Flowsheet

Run-of-mine ore will be delivered to surface at a diameter of less than 20 cm via the Railveyor. Ore from underground will be either fed, via a surge hopper, to crushing or diverted and conveyed to the coarse ore stockpile for future use. Fine ore (undersize from the crushing circuit) will be trucked to the agglomeration drums where sulfuric acid and sodium chloride can be added to facilitate agglomeration and leaching.

Crushed and agglomerated ore will be delivered to the leach pad via a combination of haul truck and overland conveying and stacking equipment. The final mobile conveyor will feed two self-propelled indexing conveyors in series, which in turn will feed the self-propelled mobile radial stacker. The cells will be ‘retreat’ stacked by the radial stacker in a half-moon shape.

The on/off heap leach pad will be divided into seven cells with spacer strips between the cells effectively creating multiple leach pads and providing safety zones between the cells. The liner for the leach pad is comprised of a high-density polyethylene geomembrane overlaying a geosynthetic layer of clay overlaying prepared native foundation materials or grading fill.

Ore will be stacked at up to 22,000 t/d, and will take approximately 36 days to stack each cell at design production rate. Each of the cells will progress through cycles in sequence with each stacking cycle taking 36 days and an entire cell cycle taking 265 days.

Ore produced from the underground mine will be processed using a heap leach and solvent extraction and electrowinning flowsheet to produce London Metal Exchange grade copper cathode. The heap leaching process will take place on an on/off pad. Spent ore will be removed from the leach pad and processed for paste backfill or stacked on a spent ore pile. Approximately 50% of the spent ore will be processed for use in paste backfill. Operations will be conducted 24 hours per day, 365 days per year for approximately 26 years at a design stacking rate of up to 22,000 t/d.

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Figure. Seven-Cell Heap Leach and Solution Management

The solvent extraction circuit design comprises two parallel trains. Each train will consist of two extraction stages, two wash stages, and one strip stage. The copper electrowinning tankhouse will comprise electrowinning cells with lead anodes and stainless-steel cathode blanks. Cathodes (copper electroplated onto stainless steel blanks) will be harvested manually using an overhead crane and bail. Cathodes will be stripped in an industry standard automated stripping machine and the washed blanks will be returned to the cells. Product cathode copper will be bundled, sampled, weighed, labeled, and shipped.

Infrastructure. The Santa Cruz Copper Project site surface infrastructure comprises the following:

•an open excavation 60-meter-deep “box cut” ramp for accessing a twin decline portal to the underground mine workings

•three ventilation shafts to facilitate air flows to the underground mine workings

•primary mine ventilation fans, hardware, and ducting to control ventilation to the underground mine workings

•refrigeration plant to control temperatures in the underground mine workings

•ventilation bore for refrigeration

•rock crushing process plant and temporary stockpiles

•two spent ore facilities; north and south pads

•on/off leach pad with associated collection ponds and mobile stacking

•solution extraction and electrowinning process facilities

•mobile cement batch plant facility

•paste backfill batch facility

•maintenance, and warehouse facilities

•first aid/rescue building

•multiple various ancillary outbuildings

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•entry security shack and various visitor and project parking spaces

•equipment delivery and open laydown/storage area

•multiple improved and unimproved access roads

•piping and pumping systems for process and water services

•explosives storage facility

•high-voltage transmission line and substation

•environmental monitoring facilities

•emergency power generation facility

•solar power and battery storage facility.

Key infrastructure locations are shown on the Figure below.

Figure. Santa Cruz Site Plan

Power for the project will be provided from a combination of onsite renewable energy supply and utility grid supply. The goal of the mine development is to achieve a minimum of 70% of the energy supply from renewable sources including onsite photovoltaic solar generation built by a third-party developer in conjunction with a Power Purchase Agreement

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(PPA) facilitated by local power provider Electrical District No. 3 (ED3) plus onsite battery energy storage system. The renewables facility was sized based on available area and to provide 40 MW of continuous power annually with over 90% load coverage.

The proposed onsite battery energy storage system consists of a lithium-ion system rated for 140 MW / 560 MWh. There is an additional opportunity to utilize the emerging vanadium redox flow battery technology. A percentage of the lithium-ion battery energy storage system could be replaced by a vanadium redox flow battery system. VRB USA is the holder of vanadium redox battery technology in the United States and is a wholly owned subsidiary of VRB Energy, a subsidiary that is 90%-owned and controlled by Ivanhoe Electric.

The Santa Cruz Copper Project will have an estimated operating load of 78.7 MW and a forecast annual consumption of between 580,000 and 690,000 MWh during peak production years.

Water supply for process operations will be sourced from existing grandfathered Type I non-irrigation rights and mine dewatering. Potable water will be trucked in from the city. Trucked water will be stored in a tank to service the surface facilities. Water management operations include systems of underground dewatering, water collection and conveyance facilities, water storage, water use, and various management options for discharge of excess water. Water not used for underground mining, the paste backfill plant, the process plant, and the on/off heap leach pad can be pumped to storage reservoirs. Rapid infiltration basins are used to capture non-contact stormwater runoff to prevent stormwater from coming into contact with mining operations. Testwork confirmed the extracted groundwater quality will be acceptable for irrigation use when applied to suitable crops (e.g., cotton, alfalfa, pasture grasses) commonly grown in the vicinity of the project. The water distribution system is designed to distribute water to agricultural end-users, without treatment, and includes a side-stream water treatment process that may be used if the extracted groundwater does not meet the standards defined by end-users.

Onsite accommodations facilities are neither required nor planned. Personnel will reside in nearby settlements including Casa Grande, Maricopa, the Phoenix metropolitan area, and Tucson, and will commute to site by vehicle. Parking, security, fencing, and a gatehouse are included in the design. The infrastructure buildings to be built on site include explosive magazine storage; cap magazine storage; core shack; process laboratory; security and main gate; fueling station; mine, plant operations building, changehouse, and mine dry; first aid and emergency rescue facilities; mining facility warehouse.

Market Studies and Contracts. Copper is a globally traded commodity that has established benchmark pricing in the form of exchanges such as the London Metals Exchange or Commodity Exchange Inc. The Santa Cruz Copper Project aims to produce copper cathode. Ivanhoe Electric plans to sell the copper in the United States.

Refined copper cathodes will be sold with reference to the prices on the Commodity Exchange or London Metals Exchange at an agreed-upon quotational period. An additional premium to the price will be negotiated with potential buyers. Factors affecting the premium will include the shape and chemical specification of the cathode, together with the geographical location of the delivery point in relation to where the cathode is going to be consumed.

This study uses a base copper price of $4.25 per pound, which is based on a review of the one-, three-, and five-year trailing averages, as well as consensus forecasts from major banks and a market study completed by Ocean Partners for Ivanhoe Electric.

Due to the shape, chemical composition, and origin point of the cathode, it is expected that a premium to the price will be negotiated with potential buyers that is marginally above the historical average. For financial modeling purposes, this premium is estimated at $0.14 per pound ($300 per tonne) (Ocean Partners, 2025).

The table below summarizes the one-, three-, and five-year trailing price for copper using the LME Grade A monthly average as well as consensus forecasts from the major banks (CIBC, 2025) and Ocean Partners (2025).

Table: Commodity Price Summary.

		LME Trailing Average (/lb)					Forecast (/lb)
	1-Year			5-Year		2026			2028		2029		Long-term
BBA1		4.22	3.96		3.95
Banks Forecast2							4.36	4.52		4.65				4.31
Ocean Partners3							4.31	4.54		4.76		4.65		4.31

All values are in US Dollars.

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Notes: 1BBA, Metal Pricing_R00, June 2025. 2CIBC Consensus Commodity Prices – June 2025. 3Ocean Partners, April 2025. LME = London Metals Exchange.

At this time, no sales agreements or contracts have been executed with vendors, contractors, or manufacturers.

Environmental, Closure, and Permitting. Environmental studies have included examination of flora and fauna, threatened and endangered species, migratory birds, surface water mapping, cultural heritage, air quality, carbon intensity, surface water monitoring, groundwater monitoring, water quality, material characterization, and mine material environmental behavior.

Much of the property has been previously disturbed from its natural state. These disturbances include flood control features, such as the canal identified as the Santa Cruz Wash Canal, paved and unpaved roads, and agricultural practices. These disturbances have removed all potential natural surface water features that may have existed in this area. The only features within the property that possess characteristics of an ordinary high-water mark and may be potential Waters of the United States are the north branch of the Santa Cruz Wash and the constructed Santa Cruz Wash Canal.

The project is committed to responsible environmental management, with a particular focus on minimizing air quality impacts. The project is located within the West Pinal County PM10 (particulate matter emissions with a diameter less than 10 microns) nonattainment area. Accordingly, the project will take specific measures to control and effectively mitigate dust. These measures will be in alignment with both local and state requirements.

A groundwater monitoring program to continue collecting baseline water quality data was developed and implemented in October 2023. The objective of the monitoring plan is to establish a current baseline water quality profile for the site and help inform Ivanhoe Electric on best management practices for groundwater monitoring during and after mining operations.

The major permits for the project will require state, county, and local authorizations. Several of these permits have been issued for exploration activities and are in the process of being amended for project construction activities. Other permits for construction activities have been submitted and are currently under review by the agency or approved. The remaining permit applications for construction and operations will be prepared and submitted as sufficient design and engineering information become available.

The eventual closure and reclamation of the Santa Cruz Copper Project will be directed and regulated under two separate but interconnected regulatory programs in Arizona: the Arizona State Mine Inspector and the Arizona Department of Environmental Quality. Both programs are well-established and statutes and rules are subject to licensing timeframes.

Once the facility has been sufficiently designed to advance to mine development and operation, Ivanhoe Electric will need to apply for and receive an Areawide Aquifer Protection Permit from the Arizona Department of Environmental Quality and submit and receive approval from the Arizona State Mine Inspector for a mined land reclamation plan detailing the project closure approach. Related closure cost estimates for financial assurance must be submitted following approval and before facility construction and operation.

Although an operational mined land reclamation plan has not yet been developed for the project, a preliminary closure cost estimate has been developed. Based on the conceptual design plan in this report, the closure costs for the Santa Cruz Copper Project are estimated at $35 million.

In alignment with Ivanhoe Electric’s community engagement and partnership standards, the project is being developed with a well-defined strategy to establish and uphold the support of the surrounding communities. At present, the project has initiated outreach with Native American communities that have ancestral ties to the land. In addition, community outreach with local stakeholders, and community involvement and potential partnerships are actively being pursued and/or assessed.

Capital and Operating Cost Estimates

Capital Cost Estimate. For the Santa Cruz Copper Project, capital and operating costs were determined based on the mine plan and SX/EW plant design. The estimation process incorporated assessments of material and labor requirements derived from the design, analysis of the process flowsheet, and anticipated consumption of power and supplies.

Cost estimation is based on a combination of vendor and consumable quotes and an internal database. Approximately 80% of the capital estimate is based on detailed quotes with estimated labor installation. For the purposes of this study, initial capital expenditure is assumed to be costs incurred in 2026, 2027, and 2028. By the end of 2028, ore production from stopes has been established and the SX/EW plant has been installed to begin copper production. Additional mine and

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plant capital costs are incurred from 2029 and 2050 to continue meeting mine ramp up and production demands and are included in sustaining capital costs.

Total life-of-mine capital costs are $2.36 billion: $1.24 billion in initial capital and $1.28 billion in sustaining capital. Capital costs are summarized in the table below.

Table: Estimated Capital Costs.

Capital Costs Summary	Initial Cost ($M)	Sustaining Cost ($M)	Total LOM Capital Cost ($M)
Pre-production Mining Costs	89		89
Mining	688	1,193	1,881
Process	240	65	305
Surface Infrastructure	61	8	69
Indirects	46	7	53
EPCM	64	2	66
Contingency	48	5	53
Total Initial Capital	1,236
Total Sustaining Capital		1,281
Reclamation and Closure Costs*	2	-163	-161
Total Life-of-Mine Capital Costs	1,238	1,118	2,355

Note: Closure costs include land sales at the end of the life of mine. Totals may not sum due to rounding.

Operating Cost Estimate. Total life-of-mine operating costs are $3.95 billion, as summarized in the table below.

Table: Estimated Operating Costs.

Category	$M Total	$/t Ore Processed	$/lb Copper Produced
Mining
Consumables	1,239	9.22	0.41
Mobile Equipment	432	3.24	0.14
Haulage	39	0.29	0.01
Labor	626	4.73	0.21
Power	149	1.19	0.05
Mine Services and Indirect	55	0.40	0.02
Subtotal	2,538	19.07	0.85
SX/EW Plant and Infrastructure
Consumables	276	2.03	0.09
Hauling and Mobile Equipment	177	1.30	0.06
Labor	185	1.36	0.06
Power	300	2.20	0.10
Maintenance	58	0.43	0.02
Subtotal	996	7.31	0.33
G&A	414	3.04	0.14
Total	3,948	29.42	1.32

Note: Totals may not sum due to rounding.

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Economic Analysis. Based on the cash flow model, the after-tax financial model resulted in an IRR of 20.0% and an NPV of $1.4 billion using an 8% discount rate. The after-tax payback period, after start of operations, is 4.4 years. The pre-tax base case financial model resulted in an IRR of 22.0% and an NPV of $1.9 billion using an 8% discount rate. The book value of the Santa Cruz property and its associated plant and equipment as at December 31, 2025 was $177.8 million.

The Santa Cruz Copper Project contemplates average annual copper cathode production of approximately 72,000 tonnes for the first 15 years of copper production and the average annual production is approximately 35,000 tonnes for the remaining 8 years of the life of mine.

The total life of mine is 23 years at an average C1 cash cost of $1.32 per pound of copper and sustaining cash costs of $2.01 per pound of copper.

A variable cut-off grade strategy optimizes recovery in the early years and maximizes mine life in the later years of the mine plan.

The financial analysis summary is shown in the table below.

Table: Estimated Operating Costs.

Description	Units	Life of Mine	First 15 Years
Production Data
Mine Life	years	23	15
Reserve Tonnes	Mt	136	106
Copper Grade	%	1.08	1.10
Daily Throughput	t/d	15,000	20,000
Annual Copper Production	t/y	56,685	72,186
Total Copper Cathode Produced	kt	1,360	1,083
Recovery	%	92.2	92.4
Capital Costs
Initial Capital	$M	1,236	-
Sustaining Capital	$M	1,281	1,176
Unit Costs
Mining Cost	$/t processed	19.07	19.55
Processing Cost	$/t processed	7.31	7.02
General and Administrative Cost	$/t processed	3.04	3.03
Royalties	$/t processed	5.26	5.56
Total Operating Cost	$/t processed	34.68	35.16
Operating + Sustaining Cost	$/t processed	43.98	46.23
C1 Cash Cost	$/lb of copper	1.32	1.29
All-in-Sustaining Cost	$/lb of copper	2.01	1.99
Financial Analysis
Copper Price	$/lb	4.25	4.25
Domestic Cathode Premium1	$/lb	0.14	0.14
Pre-Tax Cashflow	$M	6,148	4,501
Pre-Tax Net Present Value (8%)	$M	1,880	-
Pre-Tax Internal Rate of Return	%	22.0	-
After-Tax Cashflow	$M	4,961	3,637
After-Tax Net Present Value (8%)	$M	1,376	-
After-Tax Internal Rate of Return	%	20.0	-
After-Tax Payback Period	year	4.4

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Risks. The risks associated with the Santa Cruz Copper Project are generally those expected with underground mining operations and include the accuracy of the mineral resource and mineral reserve models, and/or operational impacts.

In addition, the noted factors that may affect the mineral resource and mineral reserve estimates include:

•The capital cost estimates at mines under development may increase as construction progresses. This may negatively affect the economic analysis that supports the mineral reserve estimates.

•The life-of-mine plan assumes that the project can be permitted based on envisaged timelines. If the permitting schedule is delayed, this could impact costs and proposed production.

•The long-term reclamation and mitigation of the Santa Cruz Copper Project are subject to assumptions as to closure timeframes and closure cost estimates. If these cannot be met, there is a risk to the costs and timing.

•Climate changes could impact operating costs and ability to operate.

•Political risk from challenges to the current state or federal mining laws.

Opportunities. Potential opportunities for the project include the following:

•Upgrade of some or all the inferred mineral resources to higher-confidence categories, with additional drilling and supporting studies, such that this higher confidence material could potentially be converted to mineral reserves.

•Optimizing the mine plan based upon market conditions. At present, the production stopes are dictated by their copper content based upon a flat long term copper price.

•Completing additional underground core diamond drilling and development within the ore, there could be a reason to increase the width and/or height of the stopes, if geotechnical factors allow.

•Ivanhoe Electric holds a significant ground package that retains significant exploration potential for new operations proximal to the current mineral resource and mineral reserve estimates, with the support of additional studies.

•Ongoing leach testwork will focus on optimizing leach conditions to maximize copper recovery from chalcocite and reduce heap leach pad capital costs and SX circuit capital costs.

•Simplification and optimization of the ore crushing circuit should provide for an opportunity to reduce plant capital costs.

•Use of two decades of South American knowledge and expertise at applying chloride-assisted leach technology to inform construction of the on/off heap leach pad.

•The low elevation profile of the heap leach pad (6-meter lift on/off pad) and the flat topographic terrain should provide cost saving opportunities to use low head type pumps for pregnant leach solution, raffinate, and organic pumping that can use less expensive materials of construction for pumps like fiberglass, bromo-butyl rubber-lined carbon steel (not applicable for organic) and HDPE compared to exotic metal pumps resistant to this corrosion environment such as tantalum and titanium.

•There is potential for a considerable positive impact to the operating cost estimate by optimizing the paste backfill recipe and reducing the binder requirements.

•There is potential to increase material handling and throughput, further optimizing the mine plan.

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Conclusions. Under the assumptions presented in the PFS, the Santa Cruz Copper Project consists of mineral resource and mineral reserve estimates that support a positive cash flow.

Recommendations. The recommended work programs to advance detailed engineering, operational readiness, permitting, and critical long-lead items total $22.4 million. The budget for recommended work is summarized in the table below.

Table: Proposed Reagent & Process Consumables.

Discipline	Cost ($M)
Permitting	1.4
Environmental Testing	1.0
Detailed Engineering – Surface & Underground	9.1
Long-Lead Items	3.7
Project Support	4.2
Contingency	3.0
Total	22.4

Financing

Ivanhoe Electric’s wholly-owned subsidiary, Mesa Cobre, closed a two year senior secured multi-draw bridge facility of $200 million (the “Bridge Facility”) on December 12, 2025. The Bridge Facility is intended to support the development and construction of the Santa Cruz Copper Project. Outstanding amounts under the Bridge Facility will bear interest at our election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York (“Term SOFR”) plus a margin of 5.0%, increasing by 0.5% on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the U.S., (b) the federal funds rate plus 0.50%, and (c) one-month Term SOFR plus 1.00%, plus the Applicable ABR Rate (as defined below). Default interest is the applicable rate plus 2.00% per annum. “Applicable ABR Rate” means (i) until (and including) June 30, 2026, 4.00% per annum, (ii) from (but excluding) June 30, 2026 and until (and including) December 31, 2026, 4.50% per annum, (iii) from (but excluding) December 31, 2026 and until (and including) June 30, 2027, 5.00% per annum, and (iv) thereafter, 5.50% per annum. Interest is payable on the last business day of each fiscal quarter, beginning March 31, 2026. Mesa Cobre is permitted to make optional prepayments, and is required to make prepayments equal to the cash proceeds of any new indebtedness (other than permitted indebtedness). Mesa Cobre owes customary agent and arranger fees under fee letters and a commitment fee equal to 25% of the then Applicable SOFR Rate on the unused commitments, payable on each interest payment date.

In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement with the Collateral Agent which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement in favor of the Administrative Agent whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement between Ivanhoe Electric and the Collateral Agent, and (iv) Mesa Cobre executed a deed of trust and assignment of rents in favor of the Collateral Agent with respect to Mesa Cobre’s real property rights.

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Other Properties

At our other U.S. exploration projects, we advanced exploration work programs in 2025. At the Tintic Project, mapping and sampling campaigns were conducted in 2025 to refine precious metal rich replacement exploration concepts. At the Hog Heaven Project, detailed core scanning and analytical work, as well as additional ground magnetotelluric surveying has allowed for scoping of the next round of exploration concepts for future drilling. At the Gleeson Project, we conducted data compilation and land consolidation and began exploration drilling.

Tintic Project, Utah

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. As of December 31, 2025, 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 are comprised of 79.23 km2, consisting of patented claims, unpatented mining lode claims, Utah School and Institutional Trust Lands Association (SITLA) mineral leases, Hardrock Prospecting Permits (HRPP) on Bankhead-Jones lands, and various patented claims subject to lease or lease and option agreements.

To retain an unpatented claim on federal land in the USA, a $200 maintenance fee per claim is due annually by September 1st. Based on the current landholding this amounted to $41,200 in annual payments for claim retention at the Tintic Project.

In 2025, certain lands on which TCG has valid unpatented mining claims were transferred to the State of Utah. The cost to maintain claims with the State of Utah is a $100 maintenance per claim, due by December 31 each year. Based on the current landholding this amounted to $29,200 in annual payments for claim retention.

Ivanhoe Electric is a party to various lease and option agreements with land and mineral rights holders throughout the Project area. The estimated annual cost of lease payments is $189,000.

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Map: Claims and leases at the Tintic Project.

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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.

Map: Royalties at the Tintic Project.

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. There is no mining or operating infrastructure at the Tintic Project that would be intended to be used in future mine operations.

Exploration activities in 2025 included a surface mapping campaign over Sioux Peak, re-logging of several drill holes, and the generation of a drill program targeting carbonate replacement deposits.

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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.

In 2021, we entered an earn-in agreement with Brixton Metals Corporation (“Brixton”). 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. 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 three consecutive ten-year terms.

Ivanhoe Electric’s estimated annual cost of future payments to retain the agreements is $137,680. One milestone payment of $1,000,000 is required in 2026 as part of the earn-in agreement with Brixton.

Figure: Hog Heaven plan map showing Ivanhoe Electric drill hole locations, historical mine workings, and historical drilling.

Exploration activities in 2025 included a magnetotelluric geophysical survey and relogging of core from the 2023-2024 drill program. A follow-up drill program is planned for 2026 to explore for porphyry copper mineralization at depth.

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Gleeson Project

The Gleeson Project is an exploration stage project and comprises 268 unpatented federal lode claims, 10 Arizona State Land Department mineral exploration permits, four leases with option, one lease, and one parcel of fee simple land as of December 31, 2025, totaling 37.72 km2.

The Project is located within the historic Courtland-Gleeson mining district (actively mined from 1890-1957) in south-eastern Arizona, which comprises copper-gold-silver-zinc-lead carbonate-replacement deposits hosted in Paleozoic carbonate rocks, intruded by a series of Jurassic intrusions. Exploration is aimed at determining if porphyry copper and carbonate-replacement mineralization is present at depth adjacent to the known fault-displaced mineralization in the historic mining district. Mapping and sampling was progressed across private land within the historic mining district. Drilling is ongoing, having commenced in November 2025, with 1,496.63 meters drilled in two holes as of December 31, 2025.

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 has agreed to provide initial funding of $15 million, and any subsequent funding would be on a 50/50 basis. 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. If agreed by the parties, an Area of Interest will be progressed to the Joint Venture Phase, resulting in the creation of a Joint Venture with 50/50 ownership. The purpose of the Joint Venture Phase is to further explore and evaluate the exploration results to assess its technical and economic merit, and if agreed upon, to develop and operate a mine and associated infrastructure. During the Joint Venture Phase, each Party will contribute pro rata to their respective interest in the Joint Venture in accordance with the applicable Joint Venture documents, with each party having the right to take any product from the Joint Venture in kind in proportion to its equity interest existing at the relevant time.

As of December 31, 2025, staking has occurred on one Area of Interest (AOI) in New Mexico and on one AOI in Arizona.

Ivanhoe Electric provided access to one of the new Generation 2 Typhoon™ systems and a 2D Typhoon™ survey was completed at an AOI in Utah and two 3D Typhoon™ surveys were completed on an AOI in Arizona.

Results from the 3D Typhoon™ survey have resulted in a drill program at the surveyed AOI in Arizona. As of December 31, 2025, approximately 1,600 m have been drilled. The drill program is planned to continue into 2026.

Bristol

The Bristol Project is an exploration stage project and comprises 353 unpatented federal lode claims in Nevada. The Project is hosted in Paleozoic quartzite, shale, and overlying carbonate rocks. The sedimentary sequence was intruded by Oligocene porphyry dikes associated with the western end of the Wah Wah-Tushar magmatic trend (Pioche-Marysvale mineral belt). Mineralization at surface consists of copper-lead-zinc carbonate replacement deposits hosted in Cambrian Carbonate rocks. Subsequent Tertiary extensional normal faulting has dissected and offset the mineral system. Exploration is aimed at determining if a productive porphyry copper-molybdenum-gold system is present at depth.

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Lomitas Negras

The optioned Lomitas Negras Project is an exploration stage project and comprises four Arizona State Mineral Exploration Permits over covered basin, concealing Laramide age intrusive rocks prospective for porphyry copper deposits and related mineralization. The area shares some analogs to the nearby San Manuel-Kalamazoo porphyry district.

The Lomitas Negras Project is one of four projects optioned by Ivanhoe Electric from Bronco Creek Exploration Inc. in November 2025. The other projects are the Globe-Miami Projects described below. For each project, Ivanhoe Electric has the right to acquire 100% over an eight-year option period by making aggregate annual payments of up to $2.3 million, and cumulative aggregated exploration expenditures of up to $10.8 million in aggregate on all four optioned projects. Following completion of the payments at each project, Ivanhoe Electric has the right, but not the obligation, to exercise each option and acquire 100% of the relevant project. Ivanhoe Electric may also drop an option at any time without further payment.

Should an option be exercised and Ivanhoe Electric acquires the project, it will convey a 2.5% net smelter return royalty to Bronco Creek but will retain the right to buy-down up to 0.5% of each NSR for $4 million per project over staged payments prior to the commencement of commercial production. Ivanhoe Electric will also be required to make certain pre-production and project development milestone payments following exercise of an option and prior to commercial production.

Globe - Miami

Ivanhoe Electric has optioned three projects in the Globe-Miami area of Arizona: Sleeping Beauty, Dragon’s Tail, and Copper King.

Sleeping Beauty comprises 291 unpatented federal lode claims land and is hosted in Precambrian Granite overlain by late Precambrian sedimentary rocks variably intruded by diabase. These are overlain by Paleozoic carbonate rocks. Host rocks intruded by Laramide Age (64 Ma) stocks and porphyry dikes, with related copper (-molybdenum) mineralization. Exploration is aimed at determining if there is fault-displaced mineralization offset from the nearby Copper Cities deposit, owned by BHP.

Dragon’s Tail comprises 169 unpatented federal lode claims near the Resolution Copper Project, owned by Resolution Copper (A Rio Tinto and BHP Joint Venture). The Project is hosted in Proterozoic Apache Group supra-crustal rocks, diabase sills, and Paleozoic carbonates (same host rocks as the Resolution Copper deposit) overlain with post-mineral Tertiary volcanics. Exploration is aimed at determining if porphyry copper mineralization is present.

Copper King comprises 232 unpatented federal lode claims near the Resolution Copper Project, owned by Resolution Copper. As with Dragon’s Tail, the Project is hosted in Proterozoic Apache Group supra-crustal rocks, diabase sills, and Paleozoic carbonates (same host rocks as the Resolution Copper deposit) overlain with post-mineral Tertiary volcanics. Exploration is aimed at determining if porphyry copper mineralization is present.

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International

Saudi Arabian Joint Venture

In 2023, Ivanhoe Electric and Maaden 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 at the date of this annual report exclusive access to explore approximately 50,000 km2 of underexplored land on the Arabian Shield that Maaden has made available to the Saudi JVCo.

Map: Location of the Ivanhoe Electric Maaden Joint Venture within the country of Saudi Arabia.

On September 2, 2025, the Company announced that Maaden had made available an additional 1,345 km2 of exploration licenses to the Joint Venture, including the Musayna’ah, La Huf, Mahd, and Baara Exploration Licenses.

The Musayna’ah Licenses, totaling 946 km2, encompass an area exhibiting the characteristics and widespread mineralization and alteration assemblages typical of iron oxide copper gold (IOCG) deposits. Exploration work by Maaden

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has defined several large areas of highly anomalous copper in soil geochemistry, where earlier exploration drilling intersected widespread low-grade copper mineralization, and localized higher-grade domains associated with structures. Only a small portion of the approximately seven-kilometer-long main anomalous footprint has been explored.

The La Huf, Mahd, and Baara Exploration Licenses (the “Mahd Area Licenses”) comprise 399 km2 adjacent to Maaden’s Mahd Ad Dhahab gold mine, known as the “Cradle of Gold,” and which has been in production for over 3,000 years. Historical exploration by Maaden included shallow drilling primarily aimed at defining near-surface gold deposits, which intersected gold mineralization with associated copper and zinc. The licenses are prospective for additional precious and base metal mineralization beneath the limits of shallow historical drilling.

For full year 2025, the Joint Venture has completed approximately 933 square kilometers (1,270 square kilometers to date) of geophysical surveys using the Company’s advanced Typhoon™ system and drilled four holes totaling approximately 2,130 meters (16 holes for 10,461 meters to date) across the Al Amar Belt, and seven holes totaling 2,282 meters across the Wadi Bidah Belt. Drilling at Al Amar hit narrow intervals of low- to high-grade base and precious metals mineralization associated with Typhoon™-identified anomalies at depths of up to one kilometer.

For 2026, the Joint Venture plans to continue Typhoon™ surveying at the Wadi Bidah, Musayna’ah, and Mahd Licenses. The Joint Venture will also start large scale surveying in the new Dhiran licenses, which was awarded to the Joint Venture in the Ministry of Mines’ “Tender Round 9” process run in late 2025. The Dhiran licenses are the only exploration licenses owned by the Joint Venture and are not made available to the Joint Venture from Maaden. Surveying will also take place on the platform licenses, starting with Ar Rayn B. This surveying is in addition to ongoing geological work, geochemical sampling, ground gravity and ground magnetic surveying. Drilling is currently underway at the Wadi Bidah area, and is being planned for Bir Umq, Mussayna’ah, Dhiran and the Platform later in the year.

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, 2025, 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, 2025, we directly owned 60% of the joint venture entity SNC.

The Ivory Coast Project consists of four exploration permits and one exploration permit application 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 839.03 km2 Two of the exploration permits are held in a 66 2/3 / 33 1/3 joint venture with Société pour le Développement Minier de la Côte d’Ivoire (SODEMI), a parastatal organization established by the Ivory Coast and which together cover 319 km2 of the Ivory Coast Project.

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.

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, 2025.

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Map: Location of the Ivory Coast Project within the country Ivory Coast.

The 2025 exploration program included plans for 4,500 m of diamond drilling as well as updated environmental and social baseline studies to support Project advancement toward a mining permit application. Approximately 840 m of exploration drilling were completed at the Mossikro Prospect 10 km to the south-southwest of the existing mineral resources. Drilling was also conducted to the southwest of the Samapleu Extension Deposit. The remaining drilling is anticipated to take place in 2026.

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Alacrán Copper-Gold Project, Colombia (the “Alacrán 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 comprised of seven directors and we hold a 50% or greater interest in Cordoba, we are entitled to nominate four directors, with at least one of such nominees being independent. We owned 60.8% of Cordoba as of December 31, 2025 and had nominated four directors to the Cordoba board: Quentin Markin, Jordan Neeser, Glen Kuntz and Terry Krepiakevich.

On May 8, 2023, Cordoba closed on 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. As of July 4, 2025, JCHX had paid $100 million pursuant to the terms of the arrangement, including the final payment of $20 million received after waiving the condition of the approval of an Environmental Impact Assessment (“EIA”) by the relevant Colombian Government authority.

On May 8, 2025, Cordoba, signed a definitive Framework Agreement for the sale of the Company’s remaining 50% interest in the Alacrán Copper Project to a consortium of investors including JCHX (“JCHX Consortium”), a 19.2% shareholder of Cordoba, for up to $128 million, consisting of $88 million in cash on closing, $12 million in a deferred payment, and up to $28 million in a contingent payment depending on the copper price at the time of commercial production. The closing of the transaction was contingent upon the approval of the EIA.

On February 10, 2026, the agreement was amended to, among other things, provide for the full $128 million purchase price to be paid at closing and remove any post-closing payments, waive the closing condition of an Environmental Impact Assessment, add a new closing condition of JCHX shareholder approval, and extend the outside date to March 10, 2026. Cordoba has also agreed to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all liabilities and obligations, subject to required approvals, such that $10 million will remain in Cordoba.

Following the closing of the transaction, Cordoba will continue to be a publicly listed company on the TSX Venture Exchange and will undertake a search for new business development opportunities. The Company will continue to hold the majority of Cordoba’s shares. See “Risk Factors — Risks Relating to Our Operations — There is no guarantee that the sale transaction will close or the payments due under the agreement for the sale of Cordoba’s remaining interest in the Alacrán Copper Project will be received.”

The Alacrán 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.

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Map: Location of the Alacrán Project within the country of Colombia.

The Mineral Resource and Mineral Reserve estimate for the Alacrán 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, 2025. 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, 2025.

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Pinaya Copper-Gold Project, Peru (the “Pinaya Project”).

The Pinaya Project is 100% owned by Ivanhoe Electric through Ivanhoe Electric’s subsidiary Kaizen Discovery Peru (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 Ronald Simpson, P.Geo,, 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, 2025.

Map: Location of the Pinaya Project within the country of Peru.

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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, 2025.

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 Copper		Arizona, USA<br><br>Surface<br><br>24.04 km2		Development		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 and Reserve	Not in production
	Mineral 75.66 km2		Development		100% of the mineral title		Mesa Cobre Holding Corp., a wholly owned subsidiary (remaining titles)
Tintic		Utah, USA<br><br>79.23 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, Hardrock Prospecting Permit leases, and SITLA applications	n/a	Not in production
Hog Heaven		Montana, USA<br><br>69.5 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
Gleeson		Arizona, USA 37.72 km2		Exploration		100% Ownership		Diamondback Copper, LLC. and IE Montana Holdings Corp., wholly owned subsidiaries	Copper	Unpatented mining claims; Arizona State exploration permits; owned and leased lands; Fee Simple land	n/a	Not in production
BHP Alliance		New Mexico, USA 45.05 km2 Arizona, USA 77.03 km2		Exploration		100% Ownership		Sand Hill Exploration, Inc., a wholly owned subsidiary	Copper	Owned or optioned unpatented mining claims	n/a	Not in production
Bristol		Nevada, USA 26.62 km2		Exploration		100% Ownership		Ivanhoe Electric Nevada Holdings Inc., a wholly owned subsidiary	Copper	Unpatented mining claims	n/a	Not in production
Perseverance		Arizona, USA 116.23 km2		Exploration		60.8% 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
Lomitas Negras		Arizona, USA 10.11 km2		Exploration		Option for 100% Ownership		Mesa Cobre Holding Corp., a wholly-owned subsidiary	Copper	Arizona State Mineral Exploration Permits	n/a	Not in production
Sleeping Beauty		Arizona, USA 29.13 km2		Exploration		Option for 100% Ownership		Mesa Cobre Holding Corp., a wholly-owned subsidiary	Copper	Unpatented mining claims	n/a	Not in production
Dragon’s Tail		Arizona, USA 12.82 km2		Exploration		Option for 100% Ownership		Mesa Cobre Holding Corp., a wholly-owned subsidiary	Copper	Unpatented mining claims	n/a	Not in production
Copper King		Arizona, USA 17.33 km2		Exploration		Option for 100% Ownership		Mesa Cobre Holding Corp., a wholly-owned subsidiary	Copper	Fee simple, Arizona State Mineral Exploration Permits	n/a	Not in production

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Table: International Mineral Exploration Projects as of December 31, 2025.

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 50,047.64 km2	Exploration	50% ownership of Joint Venture with Maaden	Maaden/Ivanhoe Electric	Base Metals Precious Metals	Exploration license or application	n/a	Not in production
SQM Collaboration	Antofagasta, Chile 2,002 km2	Exploration	0% IE ownership with option to 50% on a qualifying copper discovery	SQM and affiliates	Copper	Mining concessions	n/a	Not in production
Alacrán	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

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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 2026 - 2032, as at December 31, 2025 ($ thousands).

Mineral Project	Commitment	2026		2027		2028		2029-2032		2026-2032 Total
Hog Heaven	Discretionary	$	1,000	$	1,000	$	1,727	$	15,000	$	18,727
Tintic	Discretionary	335		125		120		350		930
Gleeson	Non-discretionary	652		—		—		—		652
Gleeson	Discretionary	494		39		1,057		403		1,993
Copper King	Discretionary	25		50		650		3,550		4,275
Dragon's Tail	Discretionary	25		50		650		3,550		4,275
Lomitas Negras	Discretionary	15		15		225		1,345		1,600
Sleeping Beauty	Discretionary	25		25		450		2,475		2,975
Perseverance (Cordoba)	Discretionary	8,169		—		—		—		8,169
Total		$	10,740	$	1,304	$	4,879	$	26,673	$	43,596

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Mineral Resources and Reserves

Below is a summary table of estimated in situ Mineral Resources as at December 31, 2025, 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
Ivanhoe Electric Inc.- Mesa Cobre Inc.1				Santa Cruz			100.0%			Indicated			178,451,000					0.80			—			0.024			1.43			1,435,000			—			139,000			8,211,000		Arizona,U.S.		Copper
						Inferred				31,998,000			0.73					—			0.021			1.78			232,000			—			21,000			1,832,000
		East Ridge						Indicated			4,407,000				0.94				—			0.015			0.71			41,000			—			2,000			101,000
						Inferred				48,676,000			0.89								0.006			0.40			436,000			—			9,000			623,000
		Texaco						Inferred			341,345,000				0.78				—			0.028			0.81			2,664,000			—			302,000			8,850,000
Ivanhoe Electric Inc. - Kaizen Discovery Peru SAC2				Pinaya			100.0%			Measured			8,204,000					0.326			—			0.600			—			27,000			—			158,000			—		Peru		Copper<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			—			16,000			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			57,000			—
		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>Gold<br>Silver
	Inferred		9,934,000		0.20			—		0.25		1.10		20,000			—		81,000		343,000
Total6										Measured			8,204,000					—			—			—			—			27,000			—			158,000			—		—		—
									Indicated			230,230,000				—				—			—			—			1,615,600			35,000			659,300			8,325,000		—		—
									Inferred			542,371,000				—				—			—			—			3,658,000			196,000			881,000			11,648,000		—		—

Below is a summary table of estimated in situ Mineral Reserves as at December 31, 2025, 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
Ivanhoe Electric Inc.- Mesa Cobre Inc.7		Santa Cruz	100.0%		Probable		132,061,000		1.08		—		—		—		1,430,000		—		—		—	Arizona, U.S.	Copper
	East Ridge			Probable		4,112,000		1.03		—		—		—		42,000		—		—		—
Cordoba Mineral Corp.8		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
Total		—	—		Probable		166,733,000		—		—		—		—		1,598,000		—		230,000		2,586,000	—	—

1S-K Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona, dated June 23, 2025 • The mineral resources in this estimate were independently prepared, including estimation and classification, by BBA USA Inc., and are reported in accordance with the definition for mineral resources in S-K 1300. • Mineral resources that are not mineral reserves do not have demonstrated economic viability. • Mineral resources constrained assuming underground mining methods for the Santa Cruz deposit are reported at an NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; Texaco deposit is reported at a NSR cutoff of US$32.00 for heap leach and US$34.00 for concentrator; and East Ridge deposit is reported at a NSR cutoff of US$40.00 for longhole stoping and US$50.00 for drift and fill. The cutoff reflects the total operating costs to define reasonable prospects for economic extraction by conventional underground mining methods. Material from within mineable shape-optimized wireframes has been included in the mineral

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resource. Underground mineable shapes optimization parameters include a long-term copper price of US$4.00/lb, gold price of US$1,900/oz, and silver price of US$24.00/oz. Process costs of US$7.00 to US$9.00 per processed tonne; direct mining costs between US$22.00 to US$40.00 per processed tonne reflecting various mining method costs (leach, long hole or drift and fill), mining general and administration costs of US$2.63 per processed tonne, onsite processing costs between US$31.63 to US$49.63 per processed tonne, along with variable royalties between 5.01% to 6.96% NSR, and a mining recovery of 100%. • Mineral resources are estimated using metallurgical recoveries for heap leach of 96% for acid soluble copper, 83% for cyanide soluble copper, 22% for residual copper, 0% for gold and 0% for silver. Recoveries for concentrator are 0% for acid soluble copper, 90% for cyanide soluble copper, 90% for residual copper, 59% for gold, and 69% for silver. BBA, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2025.

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, 2025.

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 concentrate and $346/t concentrate 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 satisfy S-K 1300 and in footnote 4 standards remained accurate as of December 31, 2025.

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, Alacrán 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, 2025. Cordoba entered into an agreement to sell its remaining 50% interest in the Alacrán Project on May 8, 2025, which was amended on February 10, 2026.

6Total inferred 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.

7S-K Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona, dated June 23, 2025 • The mineral reserves were independently prepared, including estimation and classification, by BBA USA Inc. They are reported in accordance with the definitions for mineral reserves in S-K 1300. • The point of reference for the estimate is the point of delivery to the process facilities. • Mineral reserves are defined within stope designs that are prescribed by rock mechanics, considering the specific characteristics of deposits, mineral domains, mining methods, and the mining sequence. Transverse longhole stoping is the optimal mining method with uppers and cut & fill methods used where appropriate. Mining will occur in blocks, extracting ore from the bottom upwards, with paste backfill providing ground support to sustain a production rate of 20,000 tonnes per day for the first 15 years of operation. • Mineral reserves are estimated at an NSR cutoff value of $43.95/t for longhole stoping and $60/t for longitudinal retreat stopes and drift and fill. The NSR values reflect the discrete metallurgical responses for each mineral reserve block using metallurgical recoveries for heap leach of 96% for acid soluble copper, 83% for cyanide soluble copper, 22% for residual copper. Underground mineable shapes optimization parameters include a long-term copper price of US$4.00/lb. • Mineral reserves account for mining loss and dilution. 6. Mineral reserves are a subset of the indicated mineral resource and do not include the inferred mineral resource. • BBA, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2025.

8Cordoba 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, 2025. Cordoba entered into an agreement to sell its remaining 50% interest in the Alacran Project on May 8, 2025, which was amended on February 10, 2026.

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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		03/02/2026		N/A		21/09/2032
		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.

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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. A second 2nd Generation unit is dedicated to the Collaboration with SQM.

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 geothermal and water exploration activities. As of December 31, 2025, 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 a Senior Business Advisor, 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 hydrocarbons, geothermal sources, and water reservoirs. The AI tools use machine learning networks and proprietary deep-learning algorithms that analyze vast amounts of geoscientific data to generate prospectivity maps for greenfields and brownfields mineral exploration.

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 not only to 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

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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. 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, maintains and develops codes for magnetics, gravity, DC/IP and electromagnetics. CGI is actively engaged in research and development, and its staff regularly participate in international conferences as authors and co-authors of scientific papers.

CGI’s intention is to grow its client base in the mining and energy sectors for existing geophysical inversion and AI-based services in order to increase its revenue from third-party sources. CGI is actively working on enhancing geophysical inversion codes to improve the accuracy and efficiency of data quality control and to facilitate advanced inversion of Multiphysics datasets. On the AI front, CGI continues to improve the prospectivity mapping approach with new architectures and improved vector outputs. 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., Quantec Geoscience, KoBold Metals, ALS (Geoanalytics), and VRIFY.

VRB Energy - Vanadium Redox Flow Technology

In October 31, 2024, VRB Energy, a 90% owned subsidiary of Ivanhoe Electric, closed on a transaction 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.

VRB Energy is also growing and developing its 100% owned subsidiary, 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. VRB USA is currently progressing the build-out of a VRB assembly facility in Mesa, Arizona.

Pursuant to the VRB Transaction, the VRB China Joint Venture was to receive approximately $35.2 million from Red Sun in six tranches by the end of 2025, which was received as of September 30, 2025. In addition, pursuant to the agreement, VRB Energy was due to receive $20 million from Red Sun in two equal tranches, to be completed by June 30, 2025. On February 12, 2025, VRB Energy received the first tranche payment. The second tranche payment is overdue and VRB Energy sent Red Sun a demand letter for prompt payment of the amounts owing and is exploring its options for recourse.

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 and for systems that can be developed quickly in response to rising demand from datacenters and large commercial and industrial customers 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 are well-positioned to meet this growing demand as they 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 water-based electrolyte is non-flammable and 100% reusable, presenting a safe solution for customers.

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Figure: VRB-ESS® System Overview

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Environmental, Health, and Safety Matters

We are committed to creating and enforcing a workplace environment that prioritizes the health and safety of our employees and partners, complies with laws and regulations, and establishes leading practices to promote environmental stewardship and responsible operating procedures. As part of that commitment, in 2024 our Board of Directors established a Health, Safety and Environmental Committee and adopted a Health, Safety and Environmental Policy to establish the framework to help us protect the health and safety of our employees and partners, minimize environmental impacts, and conduct business activities with respect and integrity. In 2025, the Health, Safety and Environmental Committee oversaw the Company’s key health, safety, environmental and social policies and related risks, opportunities and matters affecting the Company’s business.

We are required to comply with numerous environmental laws, regulations and permits in connection with exploration, construction and development work for our projects. We are focused on conducting our mining operations in compliance with all applicable laws and regulations.

Human Capital

We promote the health, safety and well-being of our workforce and strive 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, 2025, Ivanhoe Electric and its subsidiaries had 286 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

For a full discussion of the general development of the Company’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference.

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.

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Item 1A. Risk Factors

The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, prospects, or stock price. You should consider these risks and uncertainties carefully, together with all of the other information contained in this Annual Report, including our consolidated financial statements and related notes. The risks and uncertainties described below may not be the only ones we face. If any of the risks or uncertainties we face were to occur, the trading price of our securities could decline, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to our Mining Businesses and the Mining Industry

We operate no mines, and the exploration and development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.

We operate no mines. Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Few mineral properties which are explored are ultimately developed into producing mines even if mineralization is identified. Most exploration projects do not result in the discovery of commercially mineable Ore deposits, and anticipated levels of recovery of Mineral Resources and mineral reserves, if any, may not be realized, nor may any identified mineral deposit ever be a commercially mineable (or viable) Ore Body which can be legally and economically exploited. Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine. Currently, the Santa Cruz Copper Project and the Alacrán Project are our only projects with mineral reserves. As previously disclosed, the amended Cordoba agreement sets the outside date for the close on the sale of Cordoba’s remaining 50% of the Alacrán Project to March 10, 2026.

Even if mineralization is discovered, that mineralization may not be economic to mine. Significant time and expenditures are typically required to establish economic mineralization in the form of mineral reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation. In addition, if we discover mineralization that becomes a mineral reserve, it will take several years to a decade or more from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, we may not be able to successfully develop a commercially viable producing mine.

Whether developing a producing mine is economically feasible will depend upon numerous additional factors, most of which are beyond our control, including the availability and cost of required development capital and labor, movement in the price of commodities, securing and maintaining title to mining tenements, as well as obtaining all necessary consents, permits and approvals for the development of the mine. The economic feasibility of mine development projects is based upon many factors, including the accuracy of Mineral Resource and Mineral Reserve estimates; metallurgical recoveries; capital and operating costs; government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting and environmental protection; and metal prices, which are highly volatile. Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine, needing to write-off part or all of our investment in our existing properties or needing to acquire additional properties.

We have no history of mineral production and may never engage in mineral production.

Many of our mineral projects are at the exploration stage and have never been mined by us nor have we produced any revenue from mining operations. We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation or reclamation costs or asset retirement obligations. Our company has no experience in developing or operating a mine. We may never develop and produce minerals from a commercially viable Ore Body or mine.

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We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.

We have a history of negative operating cash flows and net losses. We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral projects or other businesses generate sufficient revenues to fund our continuing operations. Given our history of negative operating cash flows and net losses, and expected future negative operating cash flows from operating activities and net losses, we expect to fund our continuing operations through the issuance of common stock to the public or other investors.

We may never achieve or sustain profitability. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our ability to generate revenues and achieve or sustain profitability. Our failure to achieve or sustain profitability could depress our market value, could impair our ability to execute our business plan, raise capital, explore or develop our mineral projects or continue our operations, and could cause our stockholders to lose all or part of their investment.

The Mineral Resource and Mineral Reserve calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.

Any figures presented for Mineral Resources or Mineral Reserves in this Annual Report and those which may be presented in the future are and will only be estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate. There is a degree of uncertainty attributable to the calculation of Mineral Resources and Mineral Reserves. Until Mineral Resources and Mineral Reserves are actually mined and processed, the quantity of metal and grades are considered as estimates only and the estimated levels of metals contained within such Mineral Resource and Mineral Reserve estimates may not actually be produced.

The estimation of Mineral Resources and Mineral Reserves is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. Estimates of Mineral Resources and Mineral Reserves can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, the metallurgy of the mineralization forming the mineral deposit, unusual or unexpected geological formations and work interruptions.

Mineral Resource and Mineral Reserve estimates may change adversely and such changes may negatively impact the viability of developing a mineral project into a mine.

Estimated Mineral Resources and Mineral Reserves may have to be recalculated based on changes in commodity prices, further exploration or development activity, loss or change in permits or actual production experience. Such changes could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence Mineral Resource estimates. The extent to which our Mineral Resources may ultimately be reclassified as mineral reserves depends on the demonstration of their profitable recovery and economic mineability.

In addition, Mineral Resource and Mineral Reserve estimates have been determined and valued based on assumed future metal prices, cut-off grades, and capital and operating costs that may prove to be inaccurate. Extended declines in the market price for minerals such as copper, gold, nickel and silver may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations, as well as a reduction in the amount of Mineral Resources or Mineral Reserves. In addition, Inferred Mineral Resources have a great amount of uncertainty as to their existence and their economic and legal feasibility. You should not assume that any part of an Inferred Mineral Resource will be upgraded to a higher category or that any of the Mineral Resources will be reclassified as Mineral Reserves. In addition, it may not be possible to economically mine or process any of our Mineral Resources.

Material changes in Mineral Resources or Mineral Reserves, if any, grades, stripping ratios or Recovery Rates may affect the economic viability of any project. Our future growth and productivity will depend, in part, on our ability to successfully develop and maintain commercially mineable mineral deposits at our existing properties or identify and

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acquire other commercially mineable mineral deposits, as well as on the costs of and results of continued exploration and potential development programs at our mineral projects.

Lack of reliability and inaccuracies of historical information could hinder our exploration plans.

We have relied on, and some disclosure in our technical reports is based, in part, upon historical data compiled by previous parties involved with our mining projects. To the extent that any such historical data is inaccurate or incomplete, our exploration plans may be adversely affected.

The prices of the minerals for which we are principally exploring change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.

Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, gold, cobalt, platinum group elements, and silver). The prices of these minerals are volatile, can fluctuate substantially, and are affected by numerous factors that are beyond our control, including prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculative activities; governmental and foreign exchange rate decisions; decisions regarding the creation and disposal of mineral stockpiles; political and economic conditions; structural changes in demand including electrification; the availability and costs of metal substitutes; the location and the demand for products containing these key minerals; technological changes and changes in industrial processes, as well as economic slow-downs or recessions.

We cannot predict the effect of these factors on mineral prices. Significant and/or prolonged reductions in prices for these minerals would materially and adversely affect our ability to raise capital, and if not considered viable for exploration activities, would cause us to delay, halt or stop exploration and development activities altogether. If we are operating a producing mine at the time of such a reduction in prices, we would expect to suffer decreasing revenues and profitability which could materially and adversely affect our results of operations and financial condition and may cause us to suspend or cease mining operations.

Significant and/or prolonged increase in prices for these minerals may decrease the demand for these minerals and increase the demand for substitute minerals. A fall in demand could also decrease the price for these minerals, thereby reducing the attractiveness of conducting exploration activities for these minerals. A fall in demand may also adversely affect our ability to raise capital and develop or operate a mine. In addition, an increase in worldwide supply, and consequent downward pressure on prices, may result over the longer term from increased mineral production from mines developed or expanded as a result of current metal price levels.

Title to surface and mineral rights within some of our projects may be uncertain or defective, and for certain of our projects, we do not own all of the mineral or surface rights

At certain of our projects we only own some of the mineral and surface rights. At the Tintic Project, the rights we do not own are held under option agreements or purchase agreements in respect of which title has not yet transferred to us. At the Tintic Project, five vendors continue to hold title to the remaining subsurface and surface rights, pending us making all required payments within the time required. At Hog Heaven, the project is subject to an option to earn-in agreement with Brixton metals, and certain parcels on the project have surface and mineral rights under lease from other private parties. At Gleeson, we have four leases with option to purchase, and at the Globe-Miami and Lomitas Negras projects, we have option agreements with the right to acquire 100% of the projects over an eight-year option period by making annual payments and exploration expenditures. If we do not make all the option or purchase agreement payments when due, or fail to pay the total amount to the owners, we will lose our right to acquire the subsurface mineral or surface rights at these projects.

At times, the owners of mineral and surface rights may be unable or unwilling to fulfill their contractual obligations to us. In addition, our option agreements and purchase agreements are often complex and may be subject to interpretation or uncertainties. The owners of mineral and surface rights and other counterparties may interpret our interests in a manner adverse to us. For these or other reasons, we could be forced to expend resources or take legal action to enforce our contractual rights. We may not be successful in enforcing our contractual rights. We may also need to expend significant monetary and human resources to defend our position. Such disputes to enforce our contractual rights could have adverse effects on our business, results of operations and financial condition.

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Title to our properties may also be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop a property. An unknown title defect on any of our mineral projects (or any portion thereof) could adversely affect our ability to explore, develop and/or mine the projects and/or process the minerals that we mine in the future. In addition to termination, failure to make timely tenement maintenance payments and otherwise comply with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.

Our indebtedness and grant of security interests in certain of our assets could adversely affect our business.

We have incurred indebtedness and may incur further indebtedness from time to time, which may be secured, including the Deed of Trust in connection with the credit facility we entered into with a banking syndicate comprised of National Bank of Canada, Societe Generale and Bank of Montreal Many of our mineral properties are in the exploration stage and we have no sources of revenue from which to pay indebtedness until they commence production. If we are unable to pay existing or future indebtedness when due, the holders will have rights against us, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest. Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects.

Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.

The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, general inflation in the economy, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control. Due to any of these or other factors, the operating costs at the Santa Cruz Copper Project or other projects may be significantly higher than those set forth in the PFS or any other Pre-Feasibility or Feasibility Study that we may ultimately prepare and use as a basis for construction of a mine. As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in such studies and any future development activities may not result in profitable mining operations.

We are or will be required to obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and ultimately may not be possible to achieve.

Mineral exploration and mining companies, including ours, need many environmental, construction and mining permits, each of which can be time-consuming and costly to obtain, maintain and renew, and which become more numerous as activities advance from exploration to mine development and construction and finally to mining operations. To obtain, maintain and renew certain permits, we have been and may in the future be required to conduct environmental studies, and make associated presentations to governmental authorities pertaining to the potential impact of our current and future activities upon the environment and to take steps to avoid or mitigate those impacts. Permit terms and conditions can impose restrictions on how we conduct our activities and limit our flexibility in exploring our mineral projects and in how we may develop them into mines in the future.

Many of our permits are subject to renewal from time to time, and applications for renewal may be denied or the renewed permits may contain more restrictive conditions than our existing permits, including those governing impacts on the environment. We may be required to obtain new permits to expand our activities, and the grant of such permits may be subject to an expansive governmental review of our operations.

We may not be successful in obtaining all such permits, which could prevent us from commencing, continuing or expanding operations or otherwise adversely affect our business. Renewal of existing permits or obtaining new permits may be more difficult if we are not able to comply with our existing permits. Applications for permits, permit area expansions and permit renewals can also be subject to challenge by interested parties, which can delay or prevent receipt of needed permits. The permitting process can vary by jurisdiction in terms of its complexity and likely outcomes. The applicable laws and regulations, and the related judicial interpretations and enforcement policies change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements. Accordingly, permits required for our activities may not be issued, maintained or renewed in a timely fashion or at all, may be issued or renewed upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked. Any such

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failure to obtain, maintain or renew permits, or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse effect on our business, results of operations and financial condition.

We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations, including land reclamation and exploration restoration requirements.

We are subject to environmental, health and safety laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials. Failure to comply with these environmental, health and safety requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements. These laws, regulations and permits, and the enforcement and interpretation thereof, change frequently and generally have become more stringent over time. If our noncompliance with such regulations were to result in a release of hazardous materials into the environment, such as soil or groundwater, we could be required to remediate such contamination, which could be costly. Moreover, noncompliance could subject us to private claims for property damage or personal injury based on exposure to hazardous materials or unsafe working conditions. In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities. The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, prospects, financial condition and results of operations.

We also could be liable for any environmental contamination at, under or released from our or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites. Certain environmental laws impose joint and several strict liability for releases of hazardous substances at such properties or sites, without regard to fault or the legality of the original conduct. A generator of waste can be held responsible for contamination resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Accordingly, we may be held responsible for more than our share of the contamination or other damages, up to and including the entire amount of such damages. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties, including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other damages.

Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, financial position and results of operations.

Our future capital and operating cost estimates at any of our mining projects may not be accurate.

The capital and operating cost estimates we may make in respect of our mineral projects that we intend to develop or ultimately develop into operating mines may not prove to be accurate. Capital and operating cost estimates are typically set out in Pre-Feasibility or Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time. Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates:

•unanticipated changes in grade and tonnage of Ore to be mined and processed;

•incorrect data on which engineering assumptions are made;

•delays in construction schedules;

•delays in the ramp-up of the rate of operations;

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•unanticipated transportation costs;

•the accuracy of major equipment and construction cost estimates;

•labor negotiations and labor availability;

•changes in government regulation, including regulations regarding greenhouse gas emissions;

•changes in the cost of consumables;

•changes in the general rate of inflation in the economy;

•changes in royalty, duty, and tax rates;

•permitting costs and requirements; and

•general demand for skilled labor, steel, cement, industrial equipment and other components required for mining, any of which could cause material and adverse changes to our future capital and operating costs.

We may face opposition from organizations that oppose mining which may disrupt or delay our mining projects.

There is an increasing level of public concern relating to the effects of both mineral exploration and mining on the natural landscape, in communities and on the environment. Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation, and in some cases halted development altogether. NGOs or local community organizations could direct adverse publicity against and/or disrupt and/or halt our operations in respect of one or more of our mineral properties regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest, or our operations specifically. Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, prospects, financial condition or results of operations.

Our operations involve significant risks and hazards inherent to the mining industry.

Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, unusual or unexpected geological formations, metallurgical and other processing problems, industrial accidents, cave-ins, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, excessive heat, floods, landslides and earthquakes are inherent risks in our activities. These hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral projects, severe damage to and destruction of our property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of our exploration activities and future development and mine production activities. The occurrence of any of these events may delay, prevent, hinder or stop exploration and development activities altogether on any mineral project, and once in operation may cause mining activities to be suspended or cease altogether.

In addition, from time to time we may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at our properties or otherwise in connection with our activities. To the extent that we are subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if we are subject to governmental investigations or proceedings, we may incur significant penalties and fines, and enforcement actions against us could result in our being required to stop exploration and development activities or to close future mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on our business, financial position and results of operations.

A significant portion of any future mining revenue from our operations is expected to come from a small number of mines.

If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines or even a single mine, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.

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Joint ventures and other partnerships in relation to our properties may expose us to risks.

We have in the past entered into, are currently party to, and may in the future enter into, joint ventures or similar arrangements, such as our current joint ventures and collaborations with Maaden, SQM, BHP, Sama, and Red Sun, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest. Joint ventures may allow our joint venture partners to take important actions without our approval or may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as budgeting and capital expenditures, an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, enforcement of intellectual property, litigation, the disposition of joint venture assets, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership or our joint venture partner may be able to take actions with which we disagree. We may be unable to exert control over strategic decisions made in respect of such joint ventures or similar arrangements. Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties. Any failure of us or such other companies to meet our and their respective obligations or to provide additional funding when required, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their business and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.

We operate in a highly competitive industry.

The mining industry is highly competitive. Much of our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies, more staff and equipment, and procedures and/or a greater ability than us to withstand losses. We also face competition from smaller mining companies looking to stake or acquire prospective mineral properties that we may also be seeking to acquire. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can, or expend greater amounts of resources, including capital, in acquiring new and prospective mining projects. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain new or prospective properties or mines or significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

Increases in demand for, and cost of, exploration, development and construction services and equipment may have a material adverse effect on our business.

The relative strength of metal prices in past years has encouraged increases in mineral exploration, development and construction activities around the world, which has resulted in increased demand for, and cost of, exploration, development and construction services and equipment. Increased demand for, and cost of, services and equipment could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and may cause scheduling difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development and/or construction costs or could result in material delays or other operational challenges.

Failure to make mandatory payments required under earn-in, option and similar arrangements related to mineral projects may result in a loss of our opportunity and/or right to acquire an interest in such mineral projects.

We have interests in, or rights to acquire interests in, a number of mineral projects through earn-in arrangements, options and similar agreements with the owner of the mineral project. These arrangements typically require us to commit to meet certain expenditure requirements on the mineral project and/or to pay certain fees to the mineral project owner, each within specified time frames. If we comply with the terms of such arrangements and make the required payments within the time periods required, we would then earn an interest in the project directly or in an entity that holds the legal title to the mineral project. Such arrangements are common in the mining industry and are often staged, with the company that is earning-in, earning an interest in the project at various stages and over various timeframes, resulting in a joint venture arrangement with the company that is the owner of the mineral project, or in some cases could result in the outright acquisition of the project from its owner.

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If we do not make the required expenditures when contractually agreed, and if such failure occurs before earning any interest in a project, or if we otherwise fail to comply with the terms of such agreements, we may lose all of the expenditures and payments made to that time in respect of that mineral project and acquire no interest in such mineral project. If we do not make the required expenditures when contractually agreed after we have earned some interest in the project, we may lose the right to acquire any further interest and may be left with a minority interest in a mineral project that provides us with limited or few rights with respect to the exploration and development of that mineral project, and which may have limited resale value to a third party. Any such failure or occurrence could materially and adversely affect our business, financial condition, results of operations or prospects and may result in us forfeiting our right to acquire an interest, or a further interest, in mineral projects that may ultimately be determined to be viable commercial mining operations.

Suitable infrastructure may not be available for exploration or development of mineral properties or damage to existing infrastructure may occur.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of our mineral projects. If adequate infrastructure is not available, the future mining or development of our projects may not be commenced or completed on a timely basis, or at all, the resulting operations may not achieve the anticipated production volume, and the construction costs and operating costs associated with the mining and/or development of our projects may be higher than anticipated. Shortages of water supply, critical spare parts, maintenance service and new equipment and machinery may materially and adversely affect our operations and development projects.

The presence or lack of water may adversely affect our future mining operations.

Any future mines that we develop will require the use of significant quantities of water for mining activities, processing and related auxiliary facilities. Water usage, including extraction, containment and recycling requires appropriate permits granted by governmental authorities.

In particular, many of our mineral projects are in the south-western portions of the United States, an area that has suffered from prolonged drought, dwindling water resources and growing conflict over the use of water resources. Our mining projects, if developed into operating mines, may not be able to source all the water needed for mining operations, and governments or regulatory authorities may determine to prioritize other commercial or industrial activities ahead of mining in the use of water.

Water may not be available in sufficient quantities to meet our future production needs and may not prove sufficient to meet our water supply needs. In addition, necessary water rights may not be granted and/or maintained. A reduction in our water supply could materially and adversely affect our business, results of operations and financial condition. This and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities.

As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines, including at the Santa Cruz Copper Project. The presence of such water often requires additional engineering and capital to safely develop the mine and to subsequently extract Ore from areas of water ingress and/or dewatering operations, which increases both the capital and operating costs of underground mine development and operation. The presence of water may therefore materially and adversely affect the costs of development and operating a mine.

An increase in prices of power and water supplies, including infrastructure, could negatively affect our future operating costs, financial condition, and ability to develop and operate a mine.

Our ability to obtain a secure supply of power and water at a reasonable cost at our mineral projects depends on many factors, including: global and regional supply and demand; political and economic conditions; problems that can affect local supplies; delivery; infrastructure, weather and climate conditions; and relevant regulatory regimes, all of which are outside our control. We may not be able to obtain secure and sufficient supplies of power and water at reasonable costs at

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any of our mineral projects and the failure to do so could have a material adverse effect on our ability to develop and operate a mine, and on our financial condition and results of operations.

Our success depends on developing and maintaining relationships with local communities and stakeholders.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our mineral projects, including local indigenous people who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations. Local communities and stakeholders may be dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial condition or results of operations, as well as our ability to commence or continue exploration or mine development activities.

The impacts of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations.

Climate change is an international and community concern which may directly or indirectly affect our business and current and future activities. The continuing rise in global average temperatures has created varying changes to regional climates across the world and extreme weather events have the potential to delay or hinder our exploration activities at our mineral projects, and to delay or cease operations at any future mine. This may require us to make additional expenditures to mitigate the impact of such events which may materially and adversely increase our costs and/or reduce production at a future mine. Governments at all levels are amending or enacting additional legislation to address climate change by regulating, among other things, carbon emissions and energy efficiency, or where legislation has already been enacted, regulation regarding emission levels and energy efficiency are becoming more stringent. As a significant emitter of greenhouse gas emissions, the mining industry is particularly exposed to such regulations. Compliance with such legislation, including the associated costs, may have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration and future development and mining operations.

Changing climate patterns may also affect the availability of water. If the effects of climate change cause prolonged disruption in the delivery of essential commodities then production efficiency may be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, climate change is perceived as a threat to communities and governments globally and stakeholders may demand reductions in emissions or call upon mining companies to better manage their consumption of climate-relevant resources. Negative social and reputational attention toward our operations may have a material adverse effect on our business, financial condition, results of operations and prospects. A number of governments have already introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of our mineral projects

Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects.

Our subsidiary, Cordoba, is currently involved in two legal proceedings. The first is a criminal lawsuit filed by Cordoba in late 2018 and in January 2019 with the Colombian prosecutors against nine members of former Colombian management of a Cordoba subsidiary alleging breach of fiduciary obligations, abuse of trust, theft and fraud. This proceeding is ongoing. In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by individuals purporting to represent the Alacran Community — “Asociación de Mineros de El Alacrán” (“Alacran Community”). This class action seeks (i) an injunction against Cordoba´s operations in the Alacrán area and (ii) an injunction against the prior declaration by the authorities that the Alacran Community´s mining activities were illegal. The claim was initially filed with the Administrative Court of Medellín, which remanded the case to the Administrative Court of Montería, which contested it and submitted the case to the Council of State. The Council of State determined the Administrative Court of Montería as the competent tribunal, where the process is currently being conducted. The Administrative Court of Montería admitted the commencement of the class action on September 2021. The decision was challenged by Cordoba and other defendants and confirmed by the Court. Cordoba timely filed its: (i) response to the lawsuit and statement of defense; and (ii) opposition to the injunction requested by plaintiffs. The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing. While the court

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matters proceed, Cordoba will incur additional costs that will negatively impact its financial position. The litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.

RISKS RELATED TO OUR VANADIUM BATTERY BUSINESSES

Our Vanadium battery businesses may be unable to obtain sufficient suitable feedstock for future vanadium electrolyte production and/or may be unable to find suppliers of vanadium electrolyte at cost effective prices.

Our vanadium battery businesses currently purchase certain key raw materials, such as feedstock, for our electrodes and a variety of other components from a limited number of third parties. Our current suppliers may be unable to satisfy our future requirements on a timely basis or at all. Moreover, the price and quality of purchased raw materials, including vanadium electrolyte, components and assembled batteries could fluctuate significantly due to circumstances beyond our control. If we fail to secure a sufficient supply of key raw materials and components and we are unable to produce them in-house in a timely fashion, it could result in a significant delay in our manufacturing and shipments, which may cause us to breach our sales contracts with our customers. If we are unable to source vanadium electrolyte at cost effective prices the willingness of customers to purchase our vanadium batteries may be limited. Furthermore, failure to obtain sufficient supply of these raw materials and components or produce them in-house at a reasonable cost could also harm our revenue and gross profit margins.

Developments in alternative technology may adversely affect the demand for vanadium battery products.

Significant developments in alternative energy storage technologies, such as fuel cell technology, advanced diesel, coal, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate. Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternatives to our battery products. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative products, which could result in decreased revenue and a loss of market share to our competitors. Our research and development efforts may not be sufficient to adapt to changes in alternative technology and we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products.

Our vanadium battery businesses may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results.

Our vanadium battery businesses’ research and development team is continually looking to improve its battery systems. Any delay in the financing, design, production and launch of new products could materially damage our brand, business, prospects, financial condition and operating results. There are often delays in the design, production and commercial release of new products, and to the extent we delay the launch because of the items identified above, our growth prospects could be adversely affected as we may fail to grow our market share, to keep up with competing products or to satisfy customers’ demands or needs.

Our vanadium battery businesses may be adversely affected by any technical limitations in our software and hardware systems

Our vanadium batteries rely on software and hardware, including software and hardware developed or maintained internally or by third parties that is highly technical and complex and will require modification and updates over the life of a battery. In addition, certain of our products depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. Our software and hardware may contain errors, bugs or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet the objectives. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects or technical limitations may be found within our software and hardware. Remediation efforts may not be timely, may hamper production, or may not be to the satisfaction of our customers. If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results.

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Our vanadium battery joint venture in the People’s Republic of China (“PRC”) may be negatively impacted by laws and policies of the Government of the PRC or the state of PRC-United States relations.

A deterioration in the United States-PRC relationship, which may be evidenced by tariff and non-tariff barriers, lack of advancement on trade negotiations, domestic “buy local” policies, lack of business travel and business contact, and potentially sanctions or other barriers to commerce, may negatively affect our vanadium battery joint venture, business prospects, results of operations and cash flows. The joint venture also helps our United States business source equipment and components in China that are used in the United States. An increase in tariff and non-tariff barriers may significantly increase the cost of such equipment and components, or may prohibit their importation into the United States altogether. If we are unable to obtain such equipment and components at cost effective prices, our ability to assemble and sell vanadium batteries in the United States may be materially and adversely affected.

There is no assurance that Red Sun will satisfy its payment obligations to us in full or in a timely manner.

Pursuant to the VRB Transaction, we, through VRB Energy, are entitled to receive $20 million in cash from Red Sun payable in two equal tranches, which we plan to use for the growth and advancement of VRB USA. The first tranche payment was received, but the second tranche payment, which was payable by June 30, 2025, is overdue and VRB Energy sent a demand letter and is pursuing options for recourse. There can be no assurance that Red Sun will satisfy its remaining payment obligations to us in full or in a timely manner. Any delay, reduction or failure to make these payments would have an adverse effect on our plans for VRB USA, including our ability to advance the development of a manufacturing facility in the USA by VRB USA.

There is no guarantee that the sale transaction will close or the payment due under the agreement for the sale of Cordoba’s remaining interest in the Alacran Copper Project will be received.

Cordoba, our publicly listed and approximately 60.8% owned subsidiary, entered into an agreement to sell certain assets indirectly constituting Cordoba’s remaining 50% interest in the Alacran Copper Project, related exploration properties, and certain intercompany receivables, for consideration of $128 million. The closing of the transaction remains subject to conditions, including the receipt of JCHX shareholder approval. No assurance can be provided that the transaction will close and that we will receive the anticipated proceeds thereof.

RISKS RELATED TO INTELLECTUAL PROPERTY

If we are unable to successfully obtain, maintain, protect, enforce or otherwise manage our intellectual property and proprietary rights, we may incur significant expenses and our business may be adversely affected.

Our success and ability to compete depends in part upon the proprietary nature of, and protection for, our products, technologies, processes and know-how.

The TyphoonTM technology we utilize in our exploration activities is based on patents owned by our subsidiary Geo27. In addition, we are also the exclusive worldwide licensee of certain legacy technology from I-Pulse and its affiliates, related to mineral exploration. Any failure by us or our licensor to establish, protect and enforce our intellectual property rights could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows, as would any breach by the licensor of our license agreements.

In addition, our vanadium battery businesses rely on patents to establish and protect its intellectual property rights in the PRC, the United States and other jurisdictions. As a result, our vanadium battery businesses may be required to spend significant resources to monitor and protect their intellectual property rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, efforts to enforce intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights. In addition, competitors to our vanadium battery businesses may develop similar products that do not conflict with the vanadium battery businesses’ intellectual property rights, may design around their intellectual property rights or may independently develop similar or superior technology. Failure to establish, protect and enforce the intellectual property rights owned by the vanadium battery businesses could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

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We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to lose significant rights and to be unable to continue providing our existing product offerings.

Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to vanadium-based battery technology and TyphoonTM technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming. We may receive in the future notices that claim we or our customers using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps. If we are sued by a third party that claims that our technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert our management’s time, attention, and resources, damage our reputation and brand and substantially harm our business. Further, in some instances, our agreements with our customers include indemnification provisions under which we or our subsidiaries agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement. The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may also require us to do one or more of the following:

•cease offering or using technologies that incorporate the challenged intellectual property;

•make substantial payments for legal fees, settlement payments or other costs or damages to the party claiming infringement, misappropriation or other violation of intellectual property rights;

•obtain a license to sell or use the relevant technology, which may not be available on reasonable terms or at all; or

•redesign technology to avoid infringement, which may not be feasible.

Our failure to develop non-infringing technologies or license the intellectual property or the proprietary rights on a timely basis would harm our business, possibly materially. Protracted litigation could result in our customers, or potential customers, deferring or limiting their purchase or use of our products until resolution of such litigation. Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing materials. If we were to discover that our products violate third-party proprietary rights, we may be unable to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage awards. Any intellectual property litigation or proceeding could have a material adverse effect on our business, results of operation and financial condition.

RISKS RELATED TO OUR BUSINESSES GENERALLY

We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.

We will require significant funding to continue our operations and advance our projects through exploration, the construction and operation of potential future mines. Our ability to raise additional capital, on timely and favorable terms or at all, will depend on various factors, including macroeconomic conditions, future commodity prices, our exploration success, and market conditions. If these factors deteriorate, our ability to raise capital to fund ongoing operations and business activities could be significantly impacted. If we cannot obtain adequate additional financing, we may have to substantially curtail our exploration and development activities or sell assets, which could materially and adversely affect our business plan. Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.

Currency fluctuations may affect our results of operation and financial condition.

We pay for goods and services in a number of currencies, including the United States dollar, the Canadian dollar and other currencies. We also raise capital in United States dollars. Adverse fluctuations in these currencies relative to each other and relative to the currencies in which we incur expenditures could materially and adversely affect our financial position and the costs of our exploration and development activities. We do not engage in currency or commodity hedging activities.

Our insurance may not provide adequate coverage in the event of a loss.

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Our business and activities are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, metallurgical and other processing problems, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes, and defective title. These risks could result in damage to, or destruction of, our mineral properties or production facilities, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability.

Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including those related to defective title, environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry. Our current insurance coverage may not continue to be available at economically feasible premiums, or at all. In addition, we do not carry business interruption insurance relating to our properties. Any losses from these events may cause us to incur significant costs that could have a material adverse effect on our business, financial position and results of operations.

We are dependent on the leadership of our executive management team and key employees.

Our exploration activities and any future mine development, as well as the construction and operation of a mine depend to a significant extent on the continued service and performance of the executive management team. We depend on a relatively small number of key officers and consultants, and we currently do not have, and do not intend to, purchase key-person insurance for these individuals. Departures by our executive management team could have a negative impact on our business, as we may not be able to find suitable personnel to replace departing management on a timely basis, or at all. The loss of Robert Friedland, our founder and Executive Chairman, or any member of our senior management team could impair our ability to execute our business plan and could, therefore, have a material adverse effect on our business, results of operations and financial condition. In addition, the international mining industry is very active and we are facing increased competition for qualified personnel in all disciplines and areas of operation. We may not be able to attract and retain personnel to sufficiently staff our development and operating teams.

Our directors and officers may have conflicts of interest as a result of their relationships with other mining companies that are not affiliated with us.

Robert Friedland and some of our other directors and officers are also, or may also become, directors, officers and stockholders of other companies, including companies that are similarly engaged in the business of developing and exploiting natural resource properties. Consequently, there is a possibility that our directors and officers may have conflicts of interest from time to time. To the extent that such other companies may participate in ventures in which we may participate in, or in ventures which we may seek to participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In all cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of mineral property investments.

We may have difficulty recruiting and retaining employees.

Recruiting and retaining qualified personnel is critical to the success of exploration activities and to future mine development and mine operations. The number of persons skilled in acquisition, exploration and development of mining projects is limited and competition for qualified persons is intense. As our business activity grows, we will require additional key financial, administrative, geologic and mining personnel as well as additional operations staff. We may not be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If we are not successful in attracting, training and retaining qualified personnel, we may have inadequate staffing to advance all of our exploration activities and to conduct mine development activities, or such activities may be reduced or delayed, which could have an adverse material impact on our prospects, business, results of operations and financial condition.

Any acquisitions we make may not be successful or achieve the expected benefits.

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We regularly consider and evaluate opportunities to acquire assets, companies and operations, including prospective mining projects or properties. We may not be able to successfully integrate any acquired assets, companies or operations, and prospective mining projects or properties that we acquire may not develop as anticipated. Acquisition transactions involve inherent risks, including but not limited to:

•inaccurate assessments of the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates;

•inability to exploit identified and anticipated operating and financial synergies;

•unanticipated costs;

•diversion of management attention from existing business;

•potential loss of our key employees or key employees of any business acquired;

•unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition;

•decline in the value of acquired properties, companies or securities;

•inability to maintain our financial and strategic focus while integrating the acquired business or property;

•inability to implement uniform standards, controls, procedures and policies at the acquired business, as appropriate; and

•to the extent that we make an acquisition outside of markets in which we have previously operated, inability to conduct and manage operations in a new operating environment.

As we do not have significant cash flow from operations and do not expect to have significant cash flow from operations in the foreseeable future, any such acquisitions will be funded by cash raised in equity financings or through the issuance of new equity or equity-linked securities. Equity issuances also may result in dilution of existing stockholders. If we were to incur debt to finance an acquisition, the requirement to repay that debt may lead us to issue additional equity to repay the debt, all in the absence of positive cash flow. Any such developments may materially and adversely affect our financial position and results of operations.

If future acquisitions are significant, they could change the scale of our business and expose us to new geographic, political, operating and financial risks. In addition, each acquisition involves a number of risks, such as the diversion of our management team’s attention from our existing business to integrating the operations and personnel of the acquired business, possible adverse effects on our results of operations and financial condition during the integration process, our inability to achieve the intended objectives of the combination and potential unknown liabilities associated with the acquired assets.

Our information technology systems may be vulnerable to cyber-attack or other disruption, which could place our systems at risk for data loss, operational failure or compromise of confidential information.

We rely on various information technology systems. These systems remain vulnerable to disruption, damage or failure from a variety of sources, including, but not limited to, errors by employees or contractors, computer viruses, cyber-attacks, including phishing, ransomware, and similar malware, misappropriation of data by outside parties, and various other threats. Techniques used to obtain unauthorized access to or sabotage our systems are under continuous and rapid evolution, and we may be unable to detect efforts to disrupt our data and systems in advance. Breaches and unauthorized access carry the potential to cause losses of assets or production, operational delays, equipment failure that could cause other risks to be realized, inaccurate recordkeeping, or disclosure of confidential information, any of which could result in financial losses and regulatory or legal exposure, and could have a material adverse effect on our business, financial condition or results of operations. We may incur material losses relating to cyber-attacks or other information security breaches in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As such threats continue to evolve, we may be required to expend additional resources to modify or enhance any protective measures or to investigate and remediate any security vulnerabilities.

We may be subject to claims and legal proceedings that could materially and adversely impact our business, financial condition or results of operations.

We may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities. These matters may result in litigation which can distract management from our business or have an

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unfavorable resolution, which could materially and adversely impact our business, financial condition and results of operations. See “Risks Related to our Mining Businesses and the Mining Industry--Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects”.

We are subject to the risk of labor disputes, which could adversely affect our business.

We may experience labor disputes in the future, including protests, blockades and strikes, which could disrupt our business operations and have an adverse effect on our business and results of operations. We may not be able to maintain a satisfactory working relationship with our employees in the future.

Our activities and business could be adversely affected by the effects of health epidemics and other public health threats, pandemic, in regions where we conduct our business operations.

Our business and exploration activities could be adversely affected by health epidemics or pandemics. Federal, state, and local governments may implement various mitigation measures at various times to address a pandemic, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on non-essential business. Some of these actions may halt, hinder, delay or slowdown our exploration activities or future development of mining operations, or increase our costs to conduct such activities. Disruptions in the financial markets as a result of a pandemic could make it more difficult for us to access the capital markets in the future.

RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS

We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries where the governments extensively regulate operations and assets, imposing significant actual and potential costs on us.

Our business activities and assets are is subject to increasingly strict laws and regulation by federal, state and local authorities in the jurisdictions in which we have subsidiaries, mineral projects, investments or other activities, including the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries. These laws and regulations include, without limitation, those related to tax; employment; benefits; health and safety; the environment; exports/imports; national security; price and foreign exchange controls; anti-corruption; land use; mine permitting and licensing requirements; exploration and drilling activities; reclamation and restoration of properties after mining is completed; management of materials generated by mining operations; dealing with local or disadvantaged communities; possible state intervention; and storage, treatment and disposal of wastes and hazardous materials, among other things.

The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges, archaeological and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration. development or production operations. We may not have been or may not be at all times in compliance with all applicable laws and regulations in all jurisdictions. Failure to comply with applicable laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits or authorizations and other enforcement measures that could have the effect of limiting or preventing production from our operations. We may incur material costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. If we are pursued for sanctions, costs and liabilities in respect of these matters, our exploration activities or mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.

Any new legislation or administrative regulations or new judicial interpretations or administrative enforcement of existing laws and regulations that would further regulate and tax the mining industry may also require us to change activities significantly or incur increased costs, or even potentially halt or cease activities entirely. Such changes could have a material adverse effect on our prospects, our business, financial condition and results of operations.

Our activities outside of the United States are subject to additional political, economic and other uncertainties not necessarily present for activities taking place within the United States.

We have mineral projects, investments or other activities outside the United States, in the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries. Some of these countries are less developed economically and politically than the United States, and have historically been more politically or socially unstable than the United States, including with respect to civil unrest and significant civil strife (including violent insurrections). We are also subject to the risks of

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deteriorating relations between or among the countries in which we operate. As such, our activities in these countries are subject to significant risks not necessarily present in the United States and additional risks inherent in exploration and resource extraction by foreign companies. Our exploration and future development and production activities in these countries are therefore subject to heightened risks, many of which are beyond our control. These risks include:

•the possible unilateral cancellation or forced re-negotiation of contracts and licenses;

•unfavorable or arbitrary changes in laws and regulations;

•arbitrary royalty, tariff and tax increases;

•claims by governmental entities or indigenous communities;

•expropriation or nationalization of property;

•political instability (including civil strife, insurrection and potentially civil war);

•significant fluctuations in currency exchange rates;

•currency controls;

•local ownership requirements;

•social and labor unrest, organized crime, hostage taking, terrorism and violent crime;

•uncertainty regarding the enforceability of contractual rights and judgments;

•other risks arising out of foreign governmental sovereignty over areas in which our mineral properties are located; and

•disputes or deterioration of relations between and among countries may adversely affect the political, economic, social and other factors to which we are subject.

Local economic conditions also can increase costs and adversely affect the security of our activities and the availability of skilled workers and supplies. Higher incidences of criminal activity and violence in the area of some of our properties could adversely affect our ability to operate in an optimal fashion or at all, and may impose greater risks of theft and higher costs, which could adversely affect results of operations and financial condition.

Acts of civil disobedience are not uncommon in some of these countries. Mining companies have been targets of actions to restrict their legally-entitled access to mining concessions or property. Such acts of civil disobedience often occur with no warning and can result in significant direct and indirect costs. We may experience disruptions in the future, which could adversely affect our business and our exploration and development activities.

Tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.

As a U.S.-based mining company with operations internationally, including operations and business activities in various countries including Canada and China, we are sensitive to changes in international trade policies and regulations. In 2025, the U.S. President announced various tariff plans that included the imposition of U.S. tariffs on various countries for products such as steel and aluminum. Additional tariff actions may be taken by the U.S. and foreign governments. We are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.

We cannot assure you that the imposition of tariffs or other changes in trading policies, potential trade wars, or uncertainties in international trading policies and regulations will not adversely impact our operations, particularly given our presence across multiple jurisdictions. If such tariffs apply to, or new tariffs may be imposed on, products or equipment we may need to source and import our costs could increase accordingly. For example, VRB USA anticipates importing equipment and electrolyte from China, and these tariffs are expected to increase VRB USA’s costs. Any further increases in tariffs imposed on products imported from China could result in additional cost increases for VRB USA. Tariffs could have a general inflationary effect, which could increase the cost of our U.S. exploration activities. If we decide to develop our U.S. mineral properties in the future, tariffs could increase our development costs and capital expenditures, which may affect the projected economics of our projects.

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Recent tariff actions have resulted in market uncertainty and volatility. Continued market uncertainty or volatility, or any broader economic challenges resulting from adverse developments in internal trade policies, could adversely affect the price of our stock, our ability to raise additional capital or the prices of the metals that we hope to produce, should we develop any of our mineral projects.

Our subsidiary Cordoba operates in a jurisdiction, Colombia, which has heightened security risks.

Colombia is home to South America’s largest and longest running insurgency. The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity. Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations. Our operations may be impacted as a result, and our ability to advance Alacran Project may be delayed or halted altogether. This may include the inability to access the project site, as well as damage to property and injury or death to our personnel. Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects.

Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.

Artisanal and illegal miners are present at the Alacran Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru. As these companies further explore and advance these projects towards production, they must enter into discussions with illegal miners operating at the projects. There is a risk that such illegal miners may oppose activities at the Alacran Project or the Pinaya Project and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in these projects. In addition, illegal miners have extracted metals from both projects in a manner that does not meet health and safety or environmental standards. Accidents may occur and may range from minor to serious, including death. While all formal steps are taken to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.

Our foreign mining projects and investments are subject to risk typically associated with operating in foreign countries.

In general, our foreign mining projects and investments are subject to the risks typically associated with conducting business in foreign countries. These risks may include, among others: labor disputes; invalidation of governmental orders and permits; corruption; uncertain political and economic environments; sovereign risk; war; civil disturbances and terrorist actions; arbitrary changes in laws; the failure of foreign parties to honor contractual relations; opposition to mining from environmental or other non-governmental organizations; limitations on foreign ownership; limitations on the repatriation of earnings; limitations on minerals and commodity exports; instability due to economic under-development; inadequate infrastructure; and increased financing costs. In addition, the enforcement of our legal rights may not be recognized by any foreign government, or by the court system of a foreign country. These risks may limit or disrupt our activities, restrict the movement of funds, or result in the deprivation of mining-related rights or the taking of property by nationalization or expropriation without fair compensation. The occurrence of events associated with these risks could have a material and adverse effect on our mineral projects, business and activities, the viability our foreign operations and investments, and could have a material and adverse effect on our future cash flow, earnings, results of operations and financial condition.

Uncertainty in governmental agency interpretation or court interpretation and the application of applicable laws and regulations in any jurisdictions where we operate or have investments could result in unintended non-compliance.

The courts in some of the jurisdictions in which we operate may offer less certainty as to the judicial outcome of legal proceedings or a more protracted judicial process than is the case in more established economies such as the United States. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems. Accordingly, we could face risks such as:

•greater difficulty in obtaining effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute;

•a higher degree of discretion on the part of governmental authorities, which leads to greater uncertainty;

•the lack of judicial or administrative guidance on interpreting applicable rules and regulations;

•inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or

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•relative inexperience of the judiciary and courts in such matters.

Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation of such laws by the relevant governmental authorities, and such authority may adopt an interpretation of an aspect of local law that differs from the advice that has been given to us by local lawyers or even by the relevant local authority itself. In addition, there may be limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to our contracts, joint ventures, licenses, license applications or other legal arrangements. Thus, contracts, joint ventures, licenses, license applications or other legal arrangements may be adversely affected by the actions of government authorities and the effectiveness of and enforcement of such arrangements in these jurisdictions. In some of the jurisdictions in which we operate, the commitment of local businesses, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain and may be susceptible to revision or cancellation, and legal redress may be uncertain or delayed. These uncertainties and delays could have a material adverse effect on our business and activities, as well as our results of operations and financial condition.

Proposed changes to United States federal mining and public land law could impose, among other things, royalties and fees paid to the United States government by mining companies and royalty holders.

Periodically, members of the United States Congress have introduced bills which would supplant or alter the provisions of The General Mining Law of 1872 which governs the disposition of metallic minerals on lands owned by the federal government. Some of our mineral properties occur on unpatented mining claims located on United States federal lands. There have been recent proposals to amend the United States mining law to impose a royalty on the production of select hardrock minerals, such as silver, gold and copper, from U.S. federal lands, and a reclamation fee on production from federal and other lands.

Any such proposal, if enacted by the United States Congress, could substantially increase the cost of holding mining claims and could reduce our revenue from unpatented mining claims, and to a lesser extent, on other lands in the United States. Moreover, such legislation could significantly impair the ability of our properties to develop Mineral Resources on unpatented mining claims. Although at this time we are not able to predict what royalties and fees may be imposed in the future, the imposition of such royalties and fees could adversely affect the potential for development of such mining claims and the economics of existing operating mines. Passage of such legislation may result in a material and adverse effect on our profitability, results of operations, financial condition and the trading price of our common stock.

We are subject to, and may become liable for any violations of anti-corruption and anti-bribery laws.

Our operations are governed by, and involve interactions with, various levels of government in foreign countries. We are required to comply with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar laws where we have activities. These laws generally prohibit companies and company employees from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. The FCPA also requires companies to maintain accurate books and records and internal controls. As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. A company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Our internal procedures and policies may not always be effective in ensuring that we, our employees, contractors or third-party agents will comply strictly with all such applicable laws. If we become subject to an enforcement action or we are found to be in violation of such laws, this may have a material adverse effect on our reputation and may possibly result in significant penalties or sanctions, and may have a material adverse effect on our business, financial condition or results of operations.

Changes to United States and foreign tax laws could adversely affect our results of operations.

We are subject to tax in the United States and foreign jurisdictions. Current economic and political conditions make tax laws and their interpretation subject to significant change in any jurisdiction. We cannot predict the timing or significance of future tax law changes in the United States or other countries in which we do business. If material tax law changes are enacted, our future effective tax rate, results of operations, and cash flows could be adversely impacted. Further, tax authorities, now or in the future, may periodically conduct reviews of our tax filings and compliance. Those reviews could result in adverse tax consequences and unexpected financial costs and exposure.

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RISKS RELATED TO OUR COMMON STOCK

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to warrants or our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline.

In the future, we may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in the manner we determine from time to time. We also issue securities to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to warrants or equity incentive plans, our investors’ holdings may be materially diluted. In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.

If a substantial number of our shares of common stock are sold, or it is perceived that they will be sold, in the public market, the market price of our common stock could decline.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. Most of our outstanding shares of common stock can be sold at any time pursuant to Rule 144 of the Securities Act, or pursuant to registration statements that we have filed or agreed to file to permit the resale of such shares. We have also registered all shares of common stock that we may issue under our equity compensation plans or that are issuable upon exercise of outstanding options or other equity awards. Therefore, these shares can be freely sold in the public market. If significant amounts of our shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.

The trading market for our common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of these analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common stock to decline.

Maaden holds certain top-up rights that could lead to further dilution or adversely affect our stock price.

We have granted Maaden the right to purchase additional shares of common stock to maintain its 8.1% stock ownership position in the event of any issuances of common stock by us (the “Maaden Top-Up Right”). Maaden may exercise this right each time we issue shares (or securities convertible into shares) for cash as part of an equity financing transaction and in certain other circumstances.

In the event that Maaden does not exercise the Maaden Top-Up Right, the ownership threshold for purposes of Maaden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance. The Maaden Top-Up Right will expire on July 6, 2028. To the extent the Maaden Top-Up Right is exercised, such exercise would cause dilution to our shareholders. Any decision by Maaden not to exercise Maaden Top-Up Right could adversely affect the price of our common stock.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.

Our stock price is volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our common stock may be influenced by many factors, including: the failure to identify Mineral Resources or Mineral Reserves at our properties; the failure to achieve production at any of our mineral properties; the lack of mineral exploration success; the actual or anticipated changes in the price of commodities we are seeking to discover and mine, namely copper, nickel, vanadium, cobalt, platinum group elements, gold and silver; changes in market valuations of similar companies; changes in technology and demand for

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minerals; the success or failure of competitor mining companies; changes in our capital structure, such as future issuances of securities or the incurrence of debt; sales of common stock by us, our executive officers, directors or principal stockholders, or others; changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC; litigation involving us, our general industry or both; the recruitment or departure of key personnel; our ability to control our costs; accidents at mining projects, whether owned by us or otherwise; cyber-attacks or cyber-breaches; natural disasters, terrorist attacks, and acts of war, including the large-scale invasion of Ukraine by Russia; general economic, industry and market conditions, such as the impact of pandemics, on our industry and market conditions, or the occurrence of other epidemics or pandemics; and the other factors described in this “Risk Factors” section.

In the past, following periods of volatility in the market price of a company’s securities, securities class- action litigation has often been instituted against that company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Such litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources. Furthermore, negative public announcements of the results of hearings, motions or other interim proceedings or developments could have a negative effect on the market price of our common stock.

The market price of our common stock is subject to fluctuations and may not reflect our long-term value at any given time, and we may be subject to securities litigation as a result.

The price of our common stock is likely to be significantly affected by a variety of factors and events including short-term changes to our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that may have an effect on the price of our common stock include the following: (i) the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; (ii) lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our common stock; (iii) the size of our public float may limit the ability of some institutions to invest in our securities; and (iv) a substantial decline in the price of our common stock that persists for a significant period of time could cause our securities to be delisted from the NYSE American or the TSX, further reducing market liquidity.

As a result of any of these factors, the market price of our common stock is subject to fluctuations and may not accurately reflect our long-term value at any given point in time. Securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult.

Certain provisions in our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:

•our amended and restated certificate of incorporation requires that amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our second amended and restated bylaws generally require the approval of at least majority of the voting power of our outstanding capital stock;

•our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter;

•our amended and restated certificate of incorporation does not provide for cumulative voting;

•vacancies on our Board of Directors are able to be filled only by our Board of Directors and not by stockholders;

•a special meeting of our stockholders may only be called by the chairperson of our Board of Directors or our Chief Executive Officer, as applicable, or a majority of our Board of Directors;

•restrict the forum for certain litigation against us to Delaware or the federal courts of the United States, as applicable;

•our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

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•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

Moreover, Section 203 of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our Board of Directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our amended and restated certificate of incorporation authorizes our Board of Directors, without the approval of our stockholders, to issue 50,000,000 shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

Our amended and restated certificate of incorporation designates specific state or federal courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for:

•any derivative action or proceeding brought on our behalf;

•any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

•any action asserting a claim arising pursuant to the DGCL, our amended and restated certificate of incorporation or our second amended and restated bylaws; or

•any action asserting a claim that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).

The Delaware Forum Provision does not apply to any causes of action arising under the Securities Act or the Exchange Act. Further, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our amended and restated certificate of incorporation provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the United States federal securities laws and the rules and regulations thereunder.

The Delaware Forum Provision and the Federal Forum Provision in our amended and restated certificate of incorporation may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments

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or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

We do not currently intend to pay dividends on our common stock and consequently, the ability to achieve a return on investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our capital stock. We do not intend to pay any cash dividends on our common stock for the foreseeable future. We currently intend to retain any future earnings to finance our business. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. As a result, stockholders must rely on sales of their shares of common stock after price appreciation as the only way to realize any future gains on their investment. The payment of any future dividends, if any, will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition and capital requirements, business conditions, corporate law requirements and other factors.

If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports.

As a public company, we are required to implement and maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. There is no guarantee we will maintain effective internal controls in the future.

If during the evaluation and testing process, we identify one or more material weaknesses in the design or effectiveness of our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.

Non-U.S. holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of our common stock.

Because we hold significant United States real property interests, we believe we are a “United States real property holding corporation” for United States federal income tax purposes. As a result, a non-U.S. holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition of such common stock or (b) the non-U.S. holder’s holding period for such common stock. Additionally, a purchaser of our common stock generally will be required to withhold and remit to the Internal Revenue Service fifteen percent (15%) of the purchase price paid to such non-U.S. holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market or any other exception to such withholding applies.

We believe that our common stock currently is regularly traded on an established securities market. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their own tax advisors concerning the consequences of disposing of our common stock.

A significant number of the members of our Board of Directors and executive officers and certain of the experts named in this Annual Report are non-U.S. residents, and you may not be able to enforce civil liabilities against these persons.

Although Ivanhoe Electric is incorporated under the DGCL, a significant number of the members of our Board of Directors and executive officers and certain of the experts named in this Annual Report are non-U.S. residents, and certain assets of such persons are located outside the United States. As a result, you may not be able to effect service of process within the United States upon these persons or to enforce, in U.S. courts, against these persons or their assets, judgments of U.S. courts predicated upon any civil liability provisions of the U.S. federal or state securities laws. In addition, you may not be able to enforce certain civil liabilities predicated upon U.S. federal or state securities laws in non-US jurisdictions

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against us, our directors and executive officers and certain of the experts named in this Annual Report or the assets of such persons.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We utilize internal personnel and external cybersecurity consultants to focus on assessing, detecting, identifying, managing, preventing and responding to cybersecurity threats and incidents. The underlying controls of our cybersecurity management process are based on recognized best practices and standards for cybersecurity and information technology, including the framework of Critical Security Controls of the Center of Internet Security. To assess the design and effectiveness of our cybersecurity controls, we engage with external consultants, auditors and other third parties.

We have experienced cybersecurity incidents in the past which have not materially affected us. We may not be successful in preventing or mitigating a cybersecurity incident that could materially affect our results of operations or financial condition. Refer to Item 1A. “Risk Factors” for further information on the risks we face from cybersecurity threats.

Our cybersecurity risk management and processes are led by our Chief Financial Officer, with support of management, internal personnel and external consultants. While management is responsible for the day-to-day management of cybersecurity risks, our Board of Directors, through its Audit Committee, has oversight of the Company’s processes, policies and procedures for assessing, identifying, and managing material risks from cybersecurity threats including the integration and establishment of cybersecurity processes into the Company’s overall risk management system or processes.

Item 2. Properties

See Item 1. Business for information about our mineral properties.

In March 2023, we entered into a five-year lease for office space in Tempe, Arizona, which now serves as our headquarters. Global Mining Management Corp. provided us with office space for our office in Vancouver, Canada, pursuant to a Cost Sharing Agreement up until October 2025. The Cost Sharing Agreement has been terminated. See Note 20 of our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Item 3. Legal Proceedings

From time to time, we and our subsidiaries may become subject to various legal proceedings that are incidental to the ordinary conduct of our business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, we make a provision for potential liabilities when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

Our subsidiary Cordoba is currently involved in two legal proceedings. The first is a criminal lawsuit filed by Cordoba in late 2018 and in January 2019 with the Colombian prosecutors against nine members of former Colombian management alleging breach of fiduciary obligations, abuse of trust, theft and fraud. This proceeding is ongoing. In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by the Alacran Community. This class action seeks (i) an injunction against Cordoba´s operations in the Alacrán area and (ii) an injunction against the prior declaration by the authorities that the Alacran Community´s mining activities were illegal. The claim was initially filed with the Administrative Court of Medellín, which remanded the case to the Administrative Court of Montería, which contested it and submitted the case to the Council of State. The Council of State determined the Administrative Court of Montería as the competent tribunal, where the process is currently being conducted. The Administrative Court of Montería admitted the commencement of the class action on September 2021. The decision was challenged by Cordoba and other defendants and confirmed by the Court. Cordoba timely filed its: (i) response to the lawsuit and statement of defense; and (ii) opposition to the injunction requested by plaintiffs. The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing. While the court matters proceed, Cordoba will incur additional costs that will negatively impact its financial position. As well, the litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.

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Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has been listed and traded on the NYSE American under the symbol “IE” and on the TSX, also under the symbol “IE”, since June 28, 2022.

Holders of Record

As of February 20, 2026, we had approximately 85 holders of record of our common stock. This number does not include beneficial owners whose shares were held in street name. The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12.

Recent Sales of Unregistered Securities

During the year ended December 31, 2025, we did not sell any unregistered equity securities except as previously reported on Form 10-Q or Form 8-K.

Purchases of Equity Securities

We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2025.

Certain United States Federal Income Tax Consequences to Non-U.S. Holders

The following is a summary of certain material United States federal income tax consequences to a non-U.S. holder (as defined below) relating to and arising from the ownership and disposition of our common stock.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all the potential tax considerations that may apply to a non-U.S. holder arising from or relating to the ownership or disposition of our common stock. In addition, this summary does not take into account the individual facts and circumstances of any particular non-U.S. holder that may affect the U.S. federal income tax consequences relevant to such non-U.S. holder, including, without limitation, specific tax consequences applicable to a non-U.S. holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular non-U.S. holder. This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift tax or estate tax laws. This summary also does not address all aspects of U.S. federal income taxation, such as the U.S. alternative minimum tax or the additional tax on net investment income. In addition, except as specifically discussed below, this summary does not discuss applicable income tax reporting requirements. Each prospective non-U.S. holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership and disposition of our common stock.

We have not sought any legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made in the following summary, and there can be no assurance that the IRS will agree with such statements. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (whether final, temporary or proposed) promulgated thereunder (“Treasury Regulations”), published rulings of the IRS, published administrative positions of the IRS, and U.S. judicial decisions, all as in effect on the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

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This summary does not address the tax consequences applicable to a non-U.S. holder’s particular circumstances or to non-U.S. holders that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to special tax accounting rules in respect of our common stock;

• tax-exempt organizations, tax-qualified retirement plans, and pension plans;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid United States federal income tax and, in each case, shareholders thereof;

• partnerships or other entities treated as pass-through entities (and investors therein) for United States federal income tax purposes;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons who acquire our common stock pursuant to the exercise or cancellation of employee stock options or otherwise as compensation for their services;

• persons that own, or are deemed to own, more than five percent (by voting power or value) of our common stock, except to the extent specifically set forth below;

• real estate investment trusts or regulated investment companies;

• certain U.S. expatriates, former citizens or long-term residents of the United States;

• persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction;

• corporations organized outside the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S. persons for U.S. federal income tax purposes; or

• persons who do not hold our common stock as a capital asset (within the meaning of Section 1221 of the Code).

In addition, if a partnership, including any entity or arrangement classified as a partnership for United States federal income tax purposes, holds our common stock, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the United States federal income tax consequences to them of the acquisition, ownership, and disposition of our common stock.

Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the acquisition, ownership and disposition of our common stock arising under other United States federal tax rules, under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our common stock that is not, for United States federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any state or political subdivision thereof, or the District of Columbia;

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• a partnership (or other entity treated as a partnership for United States federal income tax purposes);

• an estate the income of which is subject to United States federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a domestic trust.

Distributions

We have not paid and we do not anticipate declaring or paying dividends in the foreseeable future to holders of our common stock. However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution (including any constructive distribution) will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles). If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces the non-U.S. holder’s adjusted tax basis in such holder’s common stock, but not below zero. Any excess thereafter will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “-   Sale, Exchange or Other Taxable Disposition of Our Common Stock,” below.

Subject to the discussion below regarding effectively connected income, FATCA (as defined below) and backup withholding, distributions treated as dividends on our common stock held by a non-U.S. holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and the non-U.S. holder has provided the documentation required to claim benefits under such income tax treaty. Generally, to claim the benefits of an income tax treaty, a non-U.S. holder will be required to provide a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms. In the case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S. Holder, including, but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder. If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless withhold any U.S. federal income tax on the distribution as permitted by Treasury Regulations. As discussed under “- Sale, Exchange or Other Taxable Disposition of Our Common Stock” below, we believe we are a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897(c)(2). If we are a USRPHC and the Regularly Traded Exception (as defined below) is not satisfied, distributions which constitute a return of capital or gain will be subject to withholding tax at a rate of 15% unless a withholding certificate is obtained from the IRS to reduce or eliminate such withholding.

If a non-U.S. holder holds our common stock in connection with the non-U.S. holder’s conduct of a trade or business within the United States, and dividends paid on our common stock are effectively connected with such non-U.S. holder’s United States trade or business (and, if an applicable tax treaty so provides, are attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States), the dividends will not be subject to the 30% United States federal withholding tax (provided the non-U.S. holder has provided the appropriate documentation, generally an IRS Form W-8ECI, to the withholding agent), but the non-U.S. holder generally will be subject to United States federal income tax in respect of the dividend on a net income basis, and at graduated rates, in substantially the same manner as United States persons. Dividends received by a non-U.S. holder that is a corporation for United States federal income tax purposes and which are effectively connected with the conduct of a United States trade or business may also be subject to a branch profits tax at the rate of 30% (or a lower rate if provided by an applicable tax treaty).

A non-U.S. holder that is eligible for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund together with the required information with the IRS.

Sale, Exchange or Other Taxable Disposition of Our Common Stock

Subject to the discussion below regarding FATCA and backup withholding, a non-U.S. holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other taxable disposition of our common stock unless:

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• such non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or disposition, and certain other conditions are met;

• such gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if an applicable tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder in the United States); or

• our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a USRPHC at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock.

A non-U.S. holder described in the first bullet point above generally will be subject to tax at a gross rate of 30% on the amount by which such non-U.S. holder’s taxable capital gains allocable to United States sources, including gain from the sale or other disposition of our common stock, exceed capital losses allocable to United States sources, except as otherwise provided in an applicable income tax treaty.

If the gain is described in the second bullet point above, gain realized by the non-U.S. holder generally will be subject to United States federal income tax on a net income basis, and at graduated rates, in substantially the same manner as a United States person (except as provided by an applicable tax treaty). In addition, if such non-U.S. holder is a corporation for United States federal income tax purposes, it may also be subject to a branch profits tax at the rate of 30% (or a lower rate if provided by an applicable tax treaty) on such effectively connected gain, as adjusted for certain items.

Because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes. Because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, it is possible we may (or may not) remain a USRPHC in the future. As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non-U.S. holder disposes of our stock, the non-U.S. holder would not be subject to taxation on the gain on the disposition of our common stock under this rule unless the non-U.S. holder has, actually or constructively, owned more than 5% of our outstanding common stock at any time during the shorter of the five-year period ending on the date of the disposition of such common stock or the non-U.S. holder’s holding period for such common stock (a “5% Shareholder”). We believe that our common stock currently is regularly traded on an established securities market. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. If gain on the sale or other taxable disposition of our common stock by a non-U.S. holder is subject to United States federal income taxation by reason of such stock being treated as a USRPI, such non-U.S. holder generally would be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S. holder and would be required to file a United States federal income tax return for the taxable year in which such gain was recognized. In addition, the purchaser of such common stock from a non-U.S. holder generally would be required to withhold and remit to the IRS 15% of the purchase price paid to such non-U.S. holder unless, at the time of such sale or other disposition, our common stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies. The determination of whether a non-U.S. holder is a 5% Shareholder and the potential application of the Regularly Traded Exception is complex and subject to uncertainty. Non-U.S. holders should consult with their own tax advisors regarding such determinations and the consequences of these rules on their investment.

FATCA

Provisions of the Code (commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) generally impose a 30% withholding tax on dividends (including constructive dividends) on, and gross proceeds from the sale or other disposition of, our common stock paid if to or through a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign entity is a foreign financial institution and undertakes certain due diligence, reporting, withholding and certification obligations, (ii) the foreign entity is a non-financial foreign entity and either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity is otherwise excepted under FATCA. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such

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accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA. FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the non-U.S. holder satisfies the holder’s own FATCA obligations.

The United States Department of Treasury has released proposed Treasury Regulations (the preamble to which specifies that taxpayers may rely on them pending finalization) which would eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of our common stock. There can be no assurance that the proposed Treasury Regulations will be finalized in their present form.

The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA. Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements. If withholding under FATCA is required on any payment related to our common stock, investors not otherwise subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment may be required to seek a refund or credit from the IRS, and may be required to file a U.S. federal income tax return to claim such refunds or credits. Non-U.S. holders should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements.

Backup Withholding and Information Reporting

Backup withholding, currently at a rate of 24%, generally will not apply to dividends paid to a non-U.S. holder on, or to the gross proceeds paid to a non-U.S. holder from a disposition of, our common stock, provided that the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a United States person who is not an exempt recipient.

We are required to report annually to the IRS the amount of any dividends paid to a non-U.S. holder, regardless of whether we actually withheld any tax. Copies of the information returns reporting such dividends and the amount withheld may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an income tax treaty or other agreement between the United States and the tax authorities in such country. In addition, proceeds from the disposition by a non-U.S. holder of our common stock that is transacted within the United States or conducted through certain United States-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Backup withholding is not an additional tax. The United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is timely furnished to the IRS.

The preceding summary is for informational purposes only and is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-U.S. tax consequences of acquisition, ownership and disposition of our common stock, including the consequences of any proposed changes in applicable laws.

Stock Performance Graph

The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2025 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Equal Weight Global Base Metals Index, assuming the reinvestment of dividends.

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	6/30/2022	12/31/2022	12/31/2023	12/31/2024	12/31/2025
Ivanhoe Electric Inc.	$100.00(1)	$139.66	$115.86	$86.78	$183.68
S&P/TSX Equal Weight Global Base Metals Index(2)	$100.00	$111.63	$115.57	$100.41	$191.32
S&P 500 Index	$100.00	$102.31	$129.20	$161.53	$190.41

(1) Based on the closing price of Ivanhoe common stock on June 30th, 2022 which was the closing date of our initial public offering.

(2) Amounts are converted from CAD to USD using the rate from Bank of Canada at each period end.

The stock performance graph above shall not be deemed to be “soliciting material” or to be “filed” with SEC or subject to the liabilities of Section 18 under the Exchange Act. In addition, it shall not be deemed incorporated by reference by any statement that incorporates this Annual Report by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

Item 6. Reserved

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Item 1A. Risk Factors and elsewhere in this Annual Report. See “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States. We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3%-owned subsidiary, Computational Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.

Through the advancement of our portfolio of critical metals exploration and development projects, headlined by the Santa Cruz Copper Project in Arizona, we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors. We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km2 of underexplored Arabian Shield in Saudi Arabia. Finally, in 2024, we established an exploration alliance with BHP Mineral Resources Inc. (“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States.

Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana, the Bristol Project located in Nevada, and the Gleeson, Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona.

Our other mineral projects outside of the United States include our the Alacrán Project in Colombia (the “Alacrán Copper Project”) which is owned through our approximate 60.8% interest in publicly traded company Cordoba Minerals Corp. (“Cordoba”).

In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy, which itself owns 100% of VRB USA, an Arizona-based developer of advanced 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 China which is a joint venture with China Energy Storage Industry Co., Ltd. (“Red Sun”) a subsidiary of privately held Shanxi Red Sun Co., Ltd. VRB China manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.

Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”.

Business Developments in the Year

Corporate Activities

In February 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for gross proceeds of approximately $69.0 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units. Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant (the "Warrants"). Each Warrant was exercisable to purchase one share of our common stock at a price of $7.00 per share until February 17, 2026. Prior to the expiry date, all of the Warrants were exercised for additional gross proceeds of approximately $82.6 million. The net proceeds of the offering were used or are intended to be used on the preliminary feasibility study for the Santa Cruz Copper Project, drilling and other exploration activities and for other working capital and general corporate purposes.

In October 2025, we completed a public offering where we issued 11,500,000 shares of our common stock at $15.00 per share for gross proceeds of approximately $172.5 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional shares of common stock. We intend to use the net proceeds from this offering to complete the remaining payments owed from the purchase of land at our Santa Cruz Copper Project in Arizona, to fund early

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development activities at the Santa Cruz Copper Project, to fund exploration activities at our current projects and joint ventures, and for other working capital and general corporate purposes.

Santa Cruz Copper Project

On June 23, 2025, we announced the completion of the Preliminary Feasibility Study (the "PFS") for the Santa Cruz Copper Project in Arizona. The PFS confirmed the economic viability of an underground copper mining operation combined with a heap leach processing facility utilizing modern technologies and designed to produce copper cathode for delivery to U.S. customers. Following completion of the PFS, we are conducting optimization studies and detailed engineering as we work towards the beginning of initial construction activities in the first quarter of 2026.

Situated entirely on private land in Arizona, the Santa Cruz Copper Project integrates underground mining with chloride-assisted heap leaching to produce copper cathode on site, eliminating the need for smelting, tailings storage, and transportation and refining of concentrates. This integrated approach significantly reduces the project's overall carbon intensity.

The findings of the PFS include that the Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 23-year mine life. With a base case copper price of $4.25/lb, the Santa Cruz Copper Project has an estimated after-tax Net Present Value of $1.4 billion at an 8% discount rate and an estimated Internal Rate of Return (IRR) of 20%. The initial project capital estimated in the PFS is $1.24 billion.

On November 19, 2025, we announced that we accelerated and completed the final three land acquisition payments, totaling $39.3 million, at the Santa Cruz Copper Project in Arizona, satisfying all remaining terms of the 2023 Purchase and Sale Agreement with Wolff-Harvard Ventures LLC. The promissory note previously issued, and now repaid, required the full outstanding balance to be paid by us prior to commencement of major mine construction activities.

On December 12, 2025, we announced that our wholly-owned subsidiary, Mesa Cobre, which owns the Santa Cruz Copper Project, closed a $200 million senior secured multi-draw bridge facility (the “Bridge Facility”) from a syndicate of three international financial institutions. The Bridge Facility will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility is currently undrawn.

Cordoba Minerals Corp.

On May 8, 2025, Cordoba, signed a definitive Framework Agreement for the sale of the its remaining 50% interest in the Alacrán Copper Project to a consortium of investors including JCHX Mining Management Co., Ltd. (“JCHX”), a 19.2% shareholder of Cordoba, for up to $128.0 million, consisting of $88.0 million in cash on closing, $12.0 million in a deferred payment, and up to $28.0 million in a contingent payment. Cordoba shareholders approved the transaction at a meeting of shareholders held on September 15, 2025.

On February 10, 2026, the agreement was amended to, among other things, provide for the full $128.0 million purchase price to be paid at closing and remove any post-closing payments, waive the closing condition of an Environmental Impact Assessment, add a new closing condition of JCHX shareholder approval, and extend the outside date to March 10, 2026. Cordoba has also agreed to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all liabilities and obligations, subject to required approvals, such that $10 million will remain in Cordoba.

Saudi Arabia Exploration Activities

On September 2, 2025, we announced that Maaden had made available an additional 1,345 square kilometers of exploration licenses to the Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") that we established with them in 2023.

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Selected Financial Information

The selected financial information set forth below is presented in accordance with U.S. GAAP and is derived from our audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. We did not declare or pay any dividends or distributions in any financial reporting period.

	Year Ended December 31,
(In thousands, except per share amounts)	2025		2024		2023
Revenue	$	3,244	$	2,901	$	3,903
Cost of sales	(1,126)		(1,018)		(2,986)
Gross profit	2,118		1,883		917
Expenses:
Exploration expenses	63,287		130,944		126,719
General and administrative expenses	39,242		44,740		48,204
Research and development expenses	275		2,853		6,120
Net loss attributable to:
Common stockholders or parent	105,874		128,622		199,377
Comprehensive loss attributable to:
Common stockholders or parent	106,211		129,825		200,261
Basic and diluted loss per share attributable to common stockholders or parent	$	0.79	$	1.07	$	1.95
Total assets	483,273		374,932		487,226
Total non-current liabilities	5,830		61,085		71,222

Segments

We account for our business in four business segments – (i) Santa Cruz Copper Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

Significant Components of Results of Operations

Revenue, Cost of Sales and Gross Profit

We have not generated any revenue from our mineral projects because they are in the exploration or development stage.

We generate some revenue from our technology businesses, CGI and VRB Energy, which is included in the data processing business segment and energy storage systems business segments, respectively.

CGI generates revenue from the sale of data processing services to the mining and oil and gas industries. In prior years, CGI has also generated revenue from software licensing.

VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems. Prior to October 2024, all of VRB Energy’s revenue was generated by VRB China. In October 2024, VRB Energy reduced its ownership interest in VRB China to 49% and commenced equity accounting for this investment. During 2025, VRB Energy was focused on progressing its Arizona-based business, VRB USA.

Exploration Expenses

Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized. Commercial feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.

Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a Mineral Resource and then evaluating the technical feasibility and commercial viability of extracting the Mineral Resource, as well as value-added taxes in relation to these direct

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exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain. Exploration expenses also include salaries, benefits and non-cash stock-based compensation expenses of the employees performing these activities.

Exploration expenses also include payments under earn-in and option agreements where the option right is with respect to ownership interests in legal entities owning the underlying mineral project in the exploration project phase. Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project. In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination.

Included in exploration expenses are early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as “Project generation and other”.

General and Administrative Expenses

Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

For the year ended December 31, 2025 we recorded a net loss attributable to common stockholders of $105.9 million ($0.79 per share), compared to $128.6 million ($1.07 per share) for the year ended December 31, 2024, which was a decrease of $22.7 million. Significant contributors to this decrease in the loss for year ended December 31, 2025 included a decrease of $67.7 million in exploration expenditures, a decrease of $5.5 million in general and administrative expenditures and a decrease of $3.1 million in the share of loss of equity method investee when compared to the year ended December 31, 2024. These decreases were offset by a $10.3 million provision for credit loss expense being recorded for the year ended December 31, 2025. The net loss attributable to common stockholders for the year ended December 31, 2024 also included a one-off recognition of a $50.7 million gain on the disposal of a subsidiary, for which there was no similar amount in the year ended December 31, 2025.

Exploration expenses were $63.3 million for the year ended December 31, 2025 a decrease of $67.7 million from $130.9 million for the year ended December 31, 2024. Exploration expenses consisted of the following:

	Year Ended December 31,
(In thousands)	2025		2024
Exploration Expenses:
Santa Cruz, USA	$	23,589	$	72,384
Alacrán, Colombia	19,397		14,756
Gleeson, USA	2,099		—
Tintic, USA	2,075		11,274
Hog Heaven, USA	1,911		10,855
Project Generation and other	14,216		21,675
Total	$	63,287	$	130,944

During the year ended December 31, 2025, exploration expenditures largely focused on activities at:

•the Santa Cruz Copper Project where $23.6 million of exploration expenditure was incurred in the year ended December 31, 2025 compared to $72.4 million incurred in the year ended December 31, 2024. Activities during the year ended December 31, 2025 at the Santa Cruz Copper Project were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025 and conducting optimization studies and detailed engineering. The exploration expenditures incurred in the year ended December 31, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies; and

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•the Alacrán Project where $19.4 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2025 compared to $14.8 million in the year ended December 31, 2024. Activities during the year ended December 31, 2025, focused on detailed engineering design of the Alacran mine and consultation associated with the EIA Approval process.

General and administrative expenses were $39.2 million for the year ended December 31, 2025, a decrease of $5.5 million from $44.7 million in the year ended December 31, 2024. Several items contributed to the decrease, including a $3.3 million decrease in administration expenditures at VRB for the year ended December 31, 2025, compared to the year ended December 31, 2024 as a result of 2024 including general and administration costs related to VRB China which was deconsolidated in October 2024 and therefore there were no similar amounts in 2025. In addition, there was a $2.1 million decrease in non-cash stock-based compensation expense from $11.9 million for the year ended December 31, 2024 to $9.8 million for the year ended December 31, 2025 primarily due to a change in the mix of long-term incentive compensation issued for our 2025 annual grants as we issued performance-based restricted share units (“PSU’s”) instead of stock options which have different vesting schedule.

The $10.3 million provision for credit loss expense for the year ended December 31, 2025 relates to the recording of a provision for expected credit loss recorded for the full amount of the second tranche payment due from Red Sun in relation to the October 2024 sale of 51.0% of VRB China. The second tranche payment was due on June 30, 2025 and has not been received. The expected credit loss has been recorded due to prolonged delinquency, repeated unfulfilled payment promises from Red Sun, an absence of contractual modification and a high degree of risk and uncertainty with cross-border collection risk and contractual remedies.

Revenue for the year ended December 31, 2025 was $3.2 million, an increase of $0.3 million from $2.9 million for the year ended December 31, 2024. CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the year ended December 31, 2025 ($3.2 million) and 98% for the year ended December 31, 2024 ($2.8 million). VRB Energy had no revenue for the year ended December 31, 2025 and $0.1 million for the year ended December 31, 2024.

	Year Ended December 31,
	2025		2024		Percentage change<br><br>year-over-year
(In thousands)
CGI: Software licensing and data processing services:
Revenue	$	3,244	$	2,831	15	%
Cost of sales	(1,126)		(966)		(17)	%
Gross profit	2,118		1,865		13	%
VRB Energy: Energy storage systems:
Revenue	$	—	$	70	(100)	%
Cost of sales	—		(52)		100	%
Gross profit	—		18		(100)	%
Total
Revenue	$	3,244	$	2,901	12	%
Cost of sales	(1,126)		(1,018)		(11)	%
Gross profit	2,118		1,883		12	%

CGI’s revenue for the year ended December 31, 2025 was $3.2 million, an increase of $0.4 million from $2.8 million for the year ended December 31, 2024. The increase of $0.4 million in CGI’s revenue in 2025 was a result of more data processing services being contracted for by customers than in 2024. CGI’s gross profit for the year ended December 31, 2025 was $2.1 million, a $0.3 million increase from $1.9 million for the year ended December 31, 2024. The increase in CGI's gross profit was consistent with the increase in revenue.

VRB Energy’s energy storage system revenue for the year ended December 31, 2025 was $nil, a decrease of $0.1 million from $0.1 million for the year ended December 31, 2024. Due to the nature of VRB Energy’s contracts, revenue is typically recognized when an energy storage system is installed and commissioned. VRB Energy did not complete any installations or commissionings during the year ended December 31, 2025 as it was establishing an Arizona-based business. VRB Energy did record minor ancillary revenue of $0.1 million in 2024 related to sales of certain monitoring system components by VRB China prior to VRB China being deconsolidated.

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For the year ended December 31, 2024 we recorded a net loss attributable to common stockholders of $128.6 million ($1.07 per share), compared to $199.4 million ($1.95 per share) for the year ended December 31, 2023, which was a decrease of $70.8 million. Significant contributors to this decrease in the loss for the year ended December 31, 2024 included the recognition of a $50.7 million gain on the disposal of a subsidiary and a decrease of $27.3 million in share of loss of equity method investees.

Exploration expenses were $130.9 million for the year ended December 31, 2024 an increase of $4.2 million from $126.7 million for the year ended December 31, 2023. Exploration expenses consisted of the following:

	Year Ended December 31,
(In thousands)	2024		2023
Exploration Expenses:
Santa Cruz, USA	$	72,384	$	57,203
Alacrán, Colombia	14,756		28,068
Tintic, USA	11,274		13,131
Hog Heaven, USA	10,855		7,812
Project Generation and other	21,675		20,505
Total	$	130,944	$	126,719

During the year ended December 31, 2024, exploration expenditures largely focused on exploration activities at:

•the Santa Cruz Copper Project where $72.4 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $57.2 million incurred in the year ended December 31, 2023. Activities during the year ended December 31, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

•the Alacrán Project where $14.8 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2024 compared to $28.1 million in the year ended December 31, 2023. Activities during the year ended December 31, 2024, focused on preparing for and commencing detailed engineering design of the Alacran Project;

•the Tintic Project where $11.3 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $13.1 million in the year ended December 31, 2023. Activities during the year ended December 31, 2024 at Tintic were focused on diamond drilling in the Mammoth area; and

•the Hog Heaven Project in Montana where $10.9 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $7.8 million in the year ended December 31, 2023. Activities during the year ended December 31, 2024 at Hog Heaven were focused on diamond drilling in the Flathead Mine, West Flathead and Battle Butte areas.

General and administrative expenses were $44.7 million for the year ended December 31, 2024, a decrease of $3.5 million from $48.2 million in the year ended December 31, 2023. Several items contributed to the decrease, including a $5.8 million decrease in non-cash stock-based compensation expense from $17.7 million for the year ended December 31, 2023 to $11.9 million for the year ended December 31, 2024 primarily due to less Ivanhoe Electric stock option and restricted stock units (“RSUs”) grants occurring in 2024 than 2023 due to 2023 including increased stock based compensation grants as we expanded our management team. This decrease was offset by a $2.4 million increase in salary and wages from $4.7 million for the year ended December 31, 2023 to $7.1 million for the year ended December 31, 2024. The increase in salary and wages was due to the creation of a Company short term incentive program in which bonuses of $1.8 million were expensed as general and administrative costs in March 2024 and also the impact of additional compensation costs related to building out our management and administrative teams to appropriately support our activities as a public company.

During the year ended December 31, 2024, we recorded $8.7 million share of loss of equity method investees which was a decrease of $27.3 million from the $36.0 million share of loss of equity method investee recorded for the year ended December 31, 2023. The decrease in loss was due to the year ended December 31, 2023 including our recognition of a

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$33.0 million share of loss from the Maaden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.

The $50.7 million gain on the disposal of a subsidiary resulted from the sale of our 51% interest in VRB China. As a result of the sale, we de-consolidated VRB China as of October 31, 2024 and accounted for our retained interest in VRB China using the equity method of accounting. We have recorded our retained interest in VRB China at a fair value of $35.8 million and recognized a gain on the sale of the controlling interest of VRB China of $50.7 million.

Revenue for the year ended December 31, 2024 was $2.9 million, a decrease of $1.0 million from $3.9 million for the year ended December 31, 2023. CGI’s software licensing and data processing services to the mining and oil and gas industries represented 98% of our revenue for the year ended December 31, 2024 ($2.8 million) and 33% for the year ended December 31, 2023 ($1.3 million). VRB Energy’s energy storage system revenue represented 2% of our revenue for the year ended December 31, 2024 ($0.1 million) and 67% for the year ended December 31, 2023 ($2.6 million).

	Year Ended December 31,
	2024		2023		Percentage change<br><br>year-over-year
(In thousands)
CGI: Software licensing and data processing services:
Revenue	$	2,831	$	1,300	118	%
Cost of sales	(966)		(497)		(94)	%
Gross profit	1,865		803		132	%
VRB Energy: Energy storage systems:
Revenue	$	70	$	2,603	(97)	%
Cost of sales	(52)		(2,489)		98	%
Gross profit	18		114		(85)	%
Total
Revenue	$	2,901	$	3,903	(26)	%
Cost of sales	(1,018)		(2,986)		66	%
Gross profit	1,883		917		105	%

CGI’s revenue for the year ended December 31, 2024 was $2.8 million, an increase of $1.5 million from $1.3 million for the year ended December 31, 2023. The increase of $1.5 million in CGI’s revenue in 2024 was a result of more data processing services being contracted for by customers than in 2023. CGI’s gross profit for the year ended December 31, 2024 was $1.9 million, a $1.1 million increase from $0.8 million for the year ended December 31, 2023. The increase in CGI's gross profit was consistent with the increase in revenue.

VRB Energy’s energy storage system revenue for the year ended December 31, 2024 was $0.1 million, a decrease of $2.5 million from $2.6 million for the year ended December 31, 2023. Due to the nature of VRB Energy’s contracts, revenue is typically recognized when an energy storage system is installed and commissioned. VRB Energy did not complete any installations or commissionings during the year ended December 31, 2024. VRB Energy did record minor ancillary revenue of $0.1 million related to sales of certain monitoring system components by VRB China in October 2024 prior to VRB China being deconsolidated. During the year ended December 31, 2023, VRB Energy delivered, installed and commissioned energy storage systems of 2.18MW/6.25MWh to customers, which resulted in $2.6 million of revenue being recognized.

Stock-Based Compensation

On March 6, 2025, as part of our long-term incentive plan the following equity incentives were granted to certain of our officers and employees:

•776,557 RSU's that vest in three equal tranches beginning one year from the grant date. The fair value of the stock-settled RSU’s is amortized over the vesting period. The total fair value of the March 6, 2025 RSU grant was $4.5 million.

•PSU's that vest on December 31, 2027, with the number of units to vest determined by our share price performance against constituents from a Base Metals Index. The number of units to vest ranges between zero times to two times the target number of PSU's. The total target number of PSU's is 714,822. The total fair value of the March 6, 2025 PSU grant was $5.1 million.

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Liquidity, Capital Resources and Capital Requirements

Cash Resources

We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss until we are able to generate revenue from our mining projects and such revenue exceeds our expenses. We cannot assure you that any of our mining projects will advance to commercial production or be profitable once in commercial production.

We have funded our operations primarily through the sale of our equity securities.

At December 31, 2025, we had cash and cash equivalents of $173.3 million and a working capital balance of $126.3 million. Of the total cash and cash equivalents at December 31, 2025, $9.1 million was not available for the general corporate purposes of the Company as this amount was held by non-wholly-owned subsidiaries.

In addition, we received $81.5 million subsequent to December 31, 2025, as a result of approximately 11.6 million Warrants being exercised to purchase one share of our common stock at a price of $7.00 per share during January and February 2026.

As at February 23, 2026, we believe that we have sufficient cash resources and availability under the new Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business. We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.

On December 12, 2025, we announced that Mesa Cobre closed a $200.0 million senior secured multi-draw Bridge Facility from a syndicate of three international financial institutions. The Bridge Facility will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility is currently undrawn.

On April 15, 2025, we received a Letter of Interest from the Export-Import Bank of the United States (“EXIM Bank”) outlining the potential to provide up to $825 million in debt financing with a 15-year repayment tenor for the development of the Santa Cruz Copper Project in Arizona through EXIM Bank’s Make More in America initiative.

EXIM Bank is the official export credit agency of the United States. It is a government agency that offers financial support to companies through means such as direct loans and loan guarantees, working capital guarantees, and export credit insurance. EXIM Bank’s Make More in America initiative and its China and Transformational Exports Program are designed to boost the United States’ competitiveness, strengthen supply chains, and reduce strategic vulnerabilities.

Following the receipt of the Letter of Interest from EXIM Bank, we are currently advancing through the formal application process. EXIM Bank will need to conduct all requisite due diligence necessary to determine if a final lending commitment would be made. Any final lending commitment will be dependent on meeting EXIM Bank’s underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions. All final lending commitments must be in compliance with EXIM Bank policies as well as program, legal and eligibility requirements. We are assessing EXIM Bank’s interest together with other financing alternatives available to us for the development of the Santa Cruz Copper Project. The construction of the Santa Cruz Copper Project following a development decision will require additional capital beyond the amount that EXIM Bank may make available.

We may seek additional financing at any time through debt, equity, project specific debt, and/or other means, including asset sales. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all.

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Consolidated Cash Balances as of December 31, 2025

The table below discloses the amounts of consolidated cash disaggregated by currency denomination as of December 31, 2025 in each jurisdiction that our affiliated entities are domiciled.

	Currency by Denomination (in Equivalents)
	US dollars	Canadian<br><br>dollars		Colombian Pesos		Other		Total
(In thousands)
Jurisdiction of Entity:
USA		$	1,482	$	—	$	—	$	167,208
Canada	1,755	770		—		—		2,525
Colombia	1,101	—		435		—		1,535
Other	1,653	297		—		45		1,995
Total		$	2,549	$	435	$	45	$	173,263

All values are in US Dollars.

Refer to Note 18 of our consolidated financial statements which outlines restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

Convertible Bond — VRB Energy

On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum. Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. If no equity financing or sale event occurs or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026. At December 31, 2025, the balance of principal and interest on the bond was $33.7 million and it is classified as a current liability on the balance sheet.

Bridge Facility - Mesa Cobre

On December 12, 2025, Mesa Cobre, closed a senior secured multi-draw Bridge Facility which will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility has a two-year maturity term, with a single repayment at maturity. It will bear interest at our election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York plus a margin of 5.0%, increasing by 0.5% on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate as defined in the Bridge Facility agreements. At December 31, 2025, the Bridge Facility was undrawn.

In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights.

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Cash Flows

The following table presents our sources and uses of cash for the periods indicated:

	Year Ended December 31,
(In thousands)	2025		2024		2023
Net cash (used in) provided by:
Operating activities	$	(89,200)	$	(162,096)	$	(150,515)
Investing activities	4,587		(14,470)		(150,766)
Financing activities	214,722		18,895		366,454
Effect of foreign exchange on cash	855		(2,063)		210
Total change in cash	$	130,964	$	(159,734)	$	65,383

Operating activities.

Net cash used in operating activities for all periods presented largely was spent on our exploration expenses and our general and administrative costs. We do not generate adequate cash from operations to cover our operating expenses and therefore rely on our financing activities to provide the cash resources to fund our operating and investing activities.

The net cash used in operating activities for the year ended December 31, 2025 of $89.2 million primarily was the result of $61.1 million of cash exploration expenditures and $29.4 million of cash general and administrative costs.

The net cash used in operating activities for the year ended December 31, 2024 of $162.1 million primarily was the result of $126.5 million of cash exploration expenditures and $32.8 million of cash general and administrative costs.

The net cash used in operating activities for the year ended December 31, 2023 of $150.5 million primarily was the result of $120.2 million of cash exploration expenditures and $30.5 million of cash general and administrative costs.

Investing activities.

Our investing activities generally relate to acquisitions of mineral property interests, purchases of shares in companies that we may partner with and capital expenditures at our projects.

Net cash provided by investing activities for the year ended December 31, 2025 of $4.6 million was partly attributable to $9.7 million of proceeds received in February 2025 from the October 2024 sale of VRB China. This receipt was offset by $2.8 million of deposits made for capital expenditures at the Santa Cruz Copper Project, $1.2 million of property, plant and equipment acquisitions and $1.1 million of payments for mineral interests.

Net cash used in investing activities for the year ended December 31, 2024 of $14.5 million was mainly attributable to $10.6 million related to acquisitions of exploration properties and $1.1 million for purchases of investments subject to significant influence. The $10.6 million of cash used for purchases of exploration properties largely consisted of a payment of $10.3 million for the Santa Cruz Copper Project. In addition, we acquired cash of $0.2 million when we commenced consolidating Sama Nickel Corporation in March 2024.

Net cash used in investing activities for the year ended December 31, 2023 of $150.8 million was mainly attributable to $80.5 million related to acquisitions of exploration properties and $68.7 million for purchases of investments subject to significant influence. The $80.5 million of payments for exploration properties, included $76.6 million paid to acquire land at the Santa Cruz Copper Project and $3.5 million of option payments at our Tintic Project. The $68.7 million for purchases of investments subject to significant influence primarily consists of our $66.0 million investment in the Maaden Joint Venture.

Financing activities.

During the year ended December 31, 2025, the net cash provided by financing activities of $214.7 million was primarily a result of $231.1 million raised in two public offerings that we completed in 2025. In February 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.8 million Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant. In October 2025, we completed a public offering where we issued 11,500,000 shares of our common stock at $15.00 per share for net proceeds of approximately $165.3 million. We also received $6.0 million from the exercise of stock options and warrants during the year ended December 31, 2025.

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In addition, in November 2025, we accelerated and completed the final three land acquisition payments, totaling $39.3 million, at the Santa Cruz Copper Project in Arizona, The promissory note previously issued, and now repaid, required the full outstanding balance to be paid by Ivanhoe Electric prior to commencement of major mine construction activities.

Also during the year ended December 31, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX which was in addition to $5.0 million which was previously received in December 2024. On June 25, 2025, JCHX paid Cordoba $20.0 million which was the third installment under the strategic arrangement signed in 2023 whereby JCHX acquired its 50% ownership of the Alacrán Copper Project. On June 26, 2025, Cordoba repaid the $10.0 million bridge loan using the proceeds from the third installment.

During the year ended December 31, 2024, there were no significant financing activities as we continued to fund our operations with the proceeds from our September 2023 public offering. Our subsidiary, Cordoba, raised $26.4 million during the year ended December 31, 2024 in relation to financing its Alacran project through its strategic arrangement with JCHX and also received a $5.0 million bridge loan from JCHX. During the year ended December 31, 2024, we also made a $12.1 million repayment of the promissory note.

During the year ended December 31, 2023, there was $366.5 million of net cash provided by financing activities which was primarily from the $319.6 million in net proceeds we raised through issuances our common stock. We raised net proceeds of $123.7 million as a result of the July 2023 private placement with Maaden and raised net proceeds of $175.5 million from our September 2023 public offering. In October 2023, we received approximately $20.0 million from Maaden exercising their “top-up right” to maintain their 9.9% interest. In addition, we received $3.4 million of proceeds from the exercise of employee stock options during the year ended December 31, 2023. Our subsidiary, Cordoba, raised $39.5 million during the year ended December 31, 2023 in relation to financing its Alacran project through its strategic arrangement with JCHX.

Material Cash Obligations

As of December 31, 2025, we had the following material known cash obligations:

	Material Cash Obligations (in thousands)
	Total		2026		2027-2028		2029-2030		2031 onwards
Convertible debt(1)	$	33,738	$	33,738	$	—	$	—	$	—
Leases	2,397		1,253		1,144		—		—
Typhoon purchase obligations	1,975		988		988		—		—
Mineral property obligations (non-discretionary)	652		652		—		—		—
Total material cash obligations	$	38,762	$	36,631	$	2,132	$	—	$	—

___________

(1)The $24.0 million convertible bond issued by VRB Energy matures in 2026 if not converted to common shares of VRB Energy prior to such date. As of December 31, 2025, the value of the convertible bond including accrued interest was $33.7 million.

Off Balance Sheet Arrangements

As of December 31, 2025, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

Related Party Transactions

See Note 20 of our consolidated financial statements for the years ended December 31, 2025 and 2024.

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Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements.

Below are the accounting matters that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue, expense, gain or loss being reported. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting estimate is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements.

We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the estimates we calculate due to changes in circumstances, global economics and politics and general business conditions. A summary of our significant accounting policies are detailed in Note 2 to our consolidated financial statements included in this Annual Report. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment in developing estimates.

Recoverable value of exploration mineral interests

We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of our exploration mineral interests and intangible assets did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable. However, the recoverability of our recorded mineral interests is subject to market factors that could significantly affect the recoverability of our assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances. By nature, significant changes in these factors are reasonably possible to occur periodically, which could materially impact our financial statements.

Stock-based compensation

Compensation expense for PSU's granted to certain of our officers and employees is determined based on estimated fair values of the PSU's at the time of grant using a Monte Carlo valuation model, which requires the input of the following subjective assumptions:

	Grant date: March 6, 2025
Expected volatility	63.4		%
Expected life of PSU's (in years)	2.75
USA risk-free interest rate	4.0		%
Canada risk-free interest rate	2.6		%
Expected dividend rate	0		%
Weighted average grant-date fair value (per unit)	$	7.07

Income taxes

We make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits, including interest and penalties. We are subject to income tax laws in many jurisdictions, including the United States, Colombia, Canada, Australia, the Ivory Coast and Peru.

We report income tax in accordance with U.S. GAAP, which requires the establishment of deferred tax accounts for all temporary differences between the financial reporting and tax bases of assets and liabilities, using currently enacted tax rates. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law.

Realization of deferred tax assets is contingent on the generation of future taxable income. As a result, we consider whether it is more likely than not that all or a portion of such assets will be realized during periods when they are available,

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and if not, we provide a valuation allowance for amounts not likely to be recognized. In determining our valuation allowance, we have not assumed future taxable income from sources other than the reversal of existing temporary differences. The extent to which a valuation allowance is warranted may vary as a result of changes in our estimates of future taxable income. In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.

We recognize the effect of uncertain income tax positions if those positions are more likely than not of being sustained. The amount recognized is subject to estimates and our judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. We had no uncertain tax positions as of December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We have both fixed-rate and variable-rate debt.

Fixed-rate debt. Our fixed rate debt at December 31, 2025 consisted of a $33.7 million convertible bond that has a fixed interest rate of 8.0% per annum. The convertible bond is accounted for at amortized cost. Any changes in the market interest rates associated with this financial instrument would not impact our net loss, comprehensive loss or future cash flows.

Variable-rate debt. Our variable rate debt at December 31, 2025 was $nil, However, we have an undrawn $200.0 million Bridge Facility at December 31, 2025, related to the Santa Cruz Copper Project, which when drawn will have an interest rate equal to the secured overnight financing rate plus 5.0%.

Foreign Currency Risk

Our functional currency is the U.S. dollar. The majority of our expenditure is incurred in U.S. dollars at our projects located in the United States and are not subject to foreign currency risk. Outside of the United States, we are subject to foreign currency risk when we undertake transactions in foreign currencies, particularly certain operating expenditures incurred in Colombia and Canada. As the exchange rates between the U.S. dollar and our foreign currencies fluctuate, we experience foreign exchange gains and losses.

The carrying amounts of the Company’s Colombian Pesos and Canadian dollar denominated monetary assets and liabilities at the respective statement of financial position dates are as follows:

	Colombian Peso Balance (in 000’s Equivalent)					Canadian Dollar Balance (in 000’s Equivalent)
	December 31, 2025	December 31, 2024		December 31, 2023		December 31, 2025	December 31, 2024		December 31, 2023
Cash		$	4,851	$	3,233		$	2,663	$	667
Other receivables	5	2		69		129	189		551
Accounts payable and accrued liabilities	(2,472)	(1,204)		(1,983)		(1,290)	(81)		(443)
Other liabilities	(1,173)	(1,400)		(955)		—	—		—
		$	2,249	$	364		$	2,771	$	775

All values are in US Dollars.

	Year Ended December 31,
	2025			2024			2023
Opening exchange rate (1 U.S. dollar to Colombian Pesos)	4,403			3,872			4,841
Closing exchange rate (1 U.S. dollar to Colombian Pesos)	3,733			4,403			3,872
Appreciation/(devaluation) of Colombian Peso	15.2		%	(13.7)		%	20.0		%
Opening exchange rate (1 U.S. dollar to Canadian dollars)	$	1.44		$	1.32		$	1.35
Closing exchange rate (1 U.S. dollar to Canadian dollars)	$	1.37		$	1.44		$	1.32
Appreciation/(devaluation) of Canadian dollar	4.7		%	(8.8)		%	2.4		%

As at December 31, 2025, a 10% depreciation or appreciation of these foreign currencies against the U.S. dollar would have resulted in an approximate $0.2 million decrease or increase in the Company’s net loss for the year ended December 31, 2025 (December 31, 2024 - $0.5 million, December 31, 2023 - $0.1 million).

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Ivanhoe Electric Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ivanhoe Electric Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Exploration Properties — Assessment of Whether Indicators of Impairment Exist — Refer to Notes 3(i) and 9 to the financial statements.

Critical Audit Matter Description

The Company’s determination of whether or not an indicator of impairment exists in its exploration properties requires significant management judgment. Auditing the Company’s assessment of whether an indicator of impairment existed required increased auditor attention due to the judgments made by management when determining whether events or changes in circumstances could indicate a potential impairment. This resulted in an increased extent of audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the assessment of whether an indicator of impairment existed in exploration properties included the following, among others:

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•Evaluated the effectiveness of the Company’s controls over management’s assessment of indicators of impairment.

•Obtained management’s assessment and evaluated whether: a) the Company has the right to explore in the relevant exploration area; b) there are adverse changes in the business climate, including decreases in forecasted future metal prices; c) the Company has the ability and intent to carry out significant exploration activities; d) there are planned or budgeted substantive expenditures to support exploration activities; and e) there exists a prolonged market capitalization deficiency.

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

February 23, 2026

We have served as the Company's auditor since 2021.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Ivanhoe Electric Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Ivanhoe Electric Inc. and subsidiaries (the “Company") as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 23, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

February 23, 2026

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IVANHOE ELECTRIC INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars)

At December 31, 2025 and 2024

	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	173,263	$	40,971
Restricted cash	3,010		4,338
Accounts and other receivables	526		21,569
Prepaid expenses and deposits	3,394		2,408
	180,193		69,286
Non-current assets:
Investments subject to significant influence	58,399		64,887
Other investments	1,221		1,745
Exploration properties	224,145		225,876
Property, plant and equipment	9,289		9,667
Other non-current assets	10,026		3,471
Total assets	$	483,273	$	374,932
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	16,309	$	11,121
Note payable, current	—		12,409
Convertible debt	33,738		—
Deferred exploration liability	2,748		4,101
Due to related party	—		5,001
Lease liabilities, current	1,080		784
	53,875		33,416
Non-current liabilities:
Note payable	—		24,163
Convertible debt	—		30,942
Deferred income taxes	4,751		4,049
Lease liabilities, net of current portion	1,079		1,561
Other non-current liabilities	—		370
Total liabilities	59,705		94,501
Commitments and contingencies (Note 25)
Equity:
Common stock, par value $0.0001; 700,000,000 shares authorized; 145.5  million shares issued and outstanding as of December 31, 2025 (December 31, 2024 - 700,000,000 authorized; 120.6 million issued and outstanding)	15		12
Additional paid-in capital	1,055,711		802,032
Accumulated deficit	(636,001)		(530,127)
Accumulated other comprehensive income	(3,613)		(3,276)
Equity attributable to common stockholders	416,112		268,641
Non-controlling interests	7,456		11,790
Total equity	423,568		280,431
Total liabilities and equity	$	483,273	$	374,932

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IVANHOE ELECTRIC INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in thousands of U.S. dollars, except for share and per share amounts)

Years ended December 31, 2025, 2024 and 2023

	2025		2024		2023
Revenue	$	3,244	$	2,901	$	3,903
Cost of sales	(1,126)		(1,018)		(2,986)
Gross profit	2,118		1,883		917
Operating expenses:
Exploration expenses	63,287		130,944		126,719
General and administrative expenses	39,242		44,740		48,204
Research and development expenses	275		2,853		6,120
Selling and marketing expenses	26		297		276
Provision expected for credit loss	10,304		—		—
Impairment	2,555		—		—
Loss from operations	113,571		176,951		180,402
Other expenses (income):
Interest expense, net	4,141		2,585		2,960
Foreign exchange loss (gain)	553		665		(1,274)
Share of losses from significant influence investments	5,550		8,668		35,952
Gain on disposal of subsidiary	—		(50,685)		—
Other expenses (income), net	1,220		2,054		(1,381)
Loss before income taxes	125,035		140,238		216,659
Income taxes (recovery)	12		32		(584)
Net loss	125,047		140,270		216,075
Less loss attributable to non-controlling interests	(19,173)		(11,648)		(16,698)
Net loss attributable to common stockholders or parent	105,874		128,622		199,377
Net loss	125,047		140,270		216,075
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	65		1,028		1,359
Other comprehensive loss	65		1,028		1,359
Comprehensive loss	$	125,112	$	141,298	$	217,434
Comprehensive loss attributable to:
Common stockholders or parent	106,211		129,825		200,261
Non-controlling interests	18,901		11,473		17,173
	$	125,112	$	141,298	$	217,434
Net loss per share attributable to common stockholders or parent
Basic and diluted	$	0.79	$	1.07	$	1.95
Weighted-average common shares outstanding
Basic and diluted	133,583,203		120,377,904		102,491,529

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IVANHOE ELECTRIC INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S. dollars, except for share amounts)

Years ended December 31, 2025, 2024 and 2023

	Common Stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Non- controlling<br><br>interest		Total
	Shares	Amount
Balance at January 1, 2023	92,960,584	9		409,683		(202,128)		(1,189)		(3,928)		202,447
Net loss	—	—		—		(199,377)		—		(16,698)		(216,075)
Other comprehensive loss	—	—		—		—		(884)		(475)		(1,359)
Issuance of common stock; public offering and subscription agreement, net of issuance costs	15,143,279	2		195,949		—		—		—		195,951
Issuance of common stock; strategic investment, net of issuance costs	10,269,604	1		123,670		—		—		—		123,671
Issuance of common stock; earn-in payment	10,281	—		150		—		—		—		150
Stock options exercised	1,379,526	—		3,422		—		—		—		3,422
Settlement of restricted share units	250,000	—		—		—		—		—		—
Settlement of deferred share units	11,990	—		—		—		—		—		—
Stock-based compensation	—	—		20,738		—		—		225		20,963
Non-controlling interests investment in subsidiary	—	—		24,258		—		—		22,896		47,154
Other changes in non-controlling interests	—	—		(54)		—		—		11		(43)
Balance at December 31, 2023	120,025,264	12		777,816		(401,505)		(2,073)		2,031		376,281
Net loss	—	—		—		(128,622)		—		(11,648)		(140,270)
Other comprehensive (loss) income	—	—		—		—		(1,203)		175		(1,028)
Issuance of common stock; Kaizen arrangement	116,413	—		952		—		—		—		952
Issuance of common stock; earn-in payment	12,765	—		95		—		—		—		95
Settlement of restricted share units	304,213	—		—		—		—		—		—
Settlement of deferred share units	1,972	—		—		—		—		—		—
Stock options exercised	151,485	—		867		—		—		—		867
Stock-based compensation	—	—		14,718		—		—		246		14,964
Taxes paid on net settlement of RSU's	—	—		(870)		—		—		—		(870)
Non-controlling interests investment in subsidiary	—	—		9,387		—		—		20,992		30,379
Other changes in non-controlling interests	—	—		(933)		—		—		(6)		(939)
Balance at December 31, 2024	120,612,112	$	12	$	802,032	$	(530,127)	$	(3,276)	$	11,790	$	280,431
Net loss	—	—		—		(105,874)		—		(19,173)		(125,047)
Other comprehensive (loss) income	—	—		—		—		(337)		272		(65)
Issuance of common stock; public offerings, net of issuance costs	23,294,872	3		218,656		—		—		—		218,659
Issuance of warrants; public offering	—	—		12,470		—		—		—		12,470
Settlement of restricted share units	302,165	—		—		—		—		—		—
Settlement of deferred share units	17,532	—		—		—		—		—		—
Stock options exercised	1,131,331	—		4,921		—		—		—		4,921
Warrants exercised	150,000	—		1,050		—		—		—		1,050
Stock-based compensation	—	—		11,521		—		—		136		11,657
Taxes paid on net settlement of RSU's	—	—		(1,189)		—		—		—		(1,189)
Non-controlling interests investment in subsidiary	—	—		6,130		—		—		14,120		20,250
Other changes in non-controlling interests	—	—		120		—		—		311		431
Balance at December 31, 2025	145,508,012	$	15	$	1,055,711	$	(636,001)	$	(3,613)	$	7,456	$	423,568

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IVANHOE ELECTRIC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. dollars)

Years ended December 31, 2025, 2024 and 2023

	2025		2024		2023
Operating activities
Net loss	$	(125,047)	$	(140,270)	$	(216,075)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization	2,951		2,703		2,640
Stock-based compensation	11,657		14,964		20,963
Non-cash exploration and research and development expense	300		1,395		3,281
Interest expense	2,796		2,899		3,707
Unrealized foreign exchange loss (gain)	336		527		(1,293)
Share of losses from significant influence investments	5,550		8,668		35,952
Gain on disposal of subsidiary	—		(50,685)		—
Provision for expected credit loss	10,304		—		—
Impairment	2,555		—		—
Income taxes	—		—		(583)
Other	1,230		2,953		(367)
Changes in other operating assets and liabilities:
Trade accounts receivable	1,043		385		(1,829)
Operating lease liabilities	(868)		(1,253)		(966)
Accounts payable and accrued liabilities	603		(7,859)		1,879
Deferred exploration liability	(1,353)		4,101		—
Other operating assets and liabilities	(1,257)		(624)		2,176
Net cash used in operating activities	(89,200)		(162,096)		(150,515)
Investing activities
Purchase of exploration properties	(1,106)		(10,640)		(80,507)
Purchase of property, plant and equipment and intangible assets	(1,203)		(2,930)		(1,578)
Deposits paid for property, plant and equipment	(2,800)		—		—
Purchase of investments subject to significant influence	—		(1,127)		(68,681)
Proceeds from sale of a subsidiary	9,696		—		—
Cash acquired on acquisition of subsidiary	—		227		—
Net cash provided by (used in) investing activities	4,587		(14,470)		(150,766)
Financing activities
Net proceeds from issuance of common stock	231,129		—		319,622
Promissory note payment	(36,244)		(12,081)		—
Proceeds from related party loan	5,000		5,000		4,000
Repayment of related party loan	(10,000)		—		—
Non-controlling interests investment in subsidiary	20,251		26,380		39,454
Proceeds from exercise of stock options and warrants	5,971		867		3,422
Debt issuance costs	(626)		—		—
Other	(759)		(1,271)		(44)
Net cash provided by financing activities	214,722		18,895		366,454
Effect of foreign exchange rate changes on cash and cash equivalents	855		(2,063)		210
Increase (decrease) in cash and cash equivalents and restricted cash	130,964		(159,734)		65,383
Cash, cash equivalents and restricted cash, beginning of the year	45,309		205,043		139,660
Cash, cash equivalents and restricted cash, end of the year	$	176,273	$	45,309	$	205,043
Restricted cash, end of the year	3,010		4,338		—
Cash and cash equivalents, end of the year	$	173,263	$	40,971	$	205,043
Supplemental cash flow information
Interest paid	$	3,534	$	4,691	$	3,723
Cash paid for income taxes	$	29	$	1,915	$	1,203
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock	$	—	$	1,047	$	—
Non-controlling interests investment in subsidiary	—		4,000		10,546
Settlement of related party loan	—		(4,000)		—
Note payable issued as consideration for land purchase	—		—		82,590
Settlement of loan upon issuance of shares of subsidiary	$	—	$	—	$	(10,546)

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

1. Background and basis of preparation:

Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States based minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. The Company’s mineral exploration efforts focus on copper as well as other metals including nickel, cobalt, platinum group elements, gold and silver. The Company’s portfolio of electric metals exploration projects include the Santa Cruz Copper Project in Arizona.

In addition to mineral projects in the United States, the Company also holds direct and indirect ownership interests, and in some cases controlling financial interests, in other non-U.S. mineral projects, and in proprietary mineral exploration and minerals-based technologies.

The Company holds a 50% interest in a joint venture with Saudi Arabian Mining Company Maaden (“Maaden”) to explore prospective land in Saudi Arabia.

The Company conducts the following business activities through certain subsidiaries:

•VRB Energy Inc. (“VRB”) is establishing a United States-based grid scale vanadium redox flow battery manufacturing business. Ivanhoe Electric had an ownership interest in VRB of 90.0% as at December 31, 2025 (December 31, 2024 — 90.0%). VRB also holds a 49.0% interest (December 31, 2024 - 49.0%) in VRB Energy System (Beijing) Co., Ltd. (“VRB China”) which operates in the same industry in China.

•Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modelling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3% as at December 31, 2025 (December 31, 2024 — 94.3%).

•Cordoba Minerals Corp. (“Cordoba”) holds the Alacrán copper-gold project in northern Colombia. Ivanhoe Electric had an ownership interest in Cordoba of 60.8% as at December 31, 2025 (December 31, 2024 — 62.5%).

Basis of preparation:

These consolidated financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

The consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and satisfaction of liabilities in the normal course of business.

References to “$” refer to United States dollars and “Cdn$” to Canadian dollars.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

2. Significant accounting policies:

(a)Basis of measurement:

These consolidated financial statements have been prepared on the historical cost basis except as disclosed in these accounting policies.

(b)Principles of consolidation:

The consolidated financial statements of the Company include the accounts of those subsidiaries where it directly or indirectly has more than 50% of the voting rights and/or has control over the subsidiary. For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity.

The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model.

An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

(c)Foreign currency:

The functional currency and reporting currency of Ivanhoe Electric is the U.S. dollar. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates.

(i)Foreign currency translation:

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in effect on the balance sheet date. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in net loss.

(ii)Foreign operations:

The assets and liabilities of foreign operations whose functional currency is other than the reporting currency are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are shown as a component of other comprehensive income.

(d)Cash and cash equivalents:

Cash and cash equivalents comprise deposits held with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

(e)Trade accounts receivable:

Trade accounts receivable are recorded at cost and do not bear interest. Management evaluates all accounts periodically and an allowance is established based on the best facts available. Management considers historical realization data, accounts receivable aging trends, other operational trends and reasonable forecasts to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable may be partially or fully provided for or written off, depending on the circumstances.

(f)Investments subject to significant influence:

The Company accounts for its investments over which it has significant influence or joint control, but not a controlling financial interest, using the equity method of accounting unless it has elected to account for an investment subject to significant influence at fair value.

Interests in equity-accounted investees are recognized initially at cost. Subsequently, the Company adjusts the carrying amount of the investments to fair value where the fair value option has been elected or recognizes its share of earnings or losses of the investees where applying the equity method.

Where investee’s financial information is not produced in a sufficiently timely manner for the Company to apply the equity method of accounting in its consolidated financial statements, the Company records its share of earnings and losses on a lag, not to exceed three months. When a lag period is applied, the Company discloses all material intervening events.

The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to other expenses.

(g)Exploration properties and exploration expense:

Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized. Commercial feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.

Mineral interests are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves.

Exploration and evaluation costs include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain.

Exploration and evaluation costs include funding exploration and evaluation costs pursuant to earn-in arrangements through which the Company has the right to fund exploration and evaluation activities on assets owned by a third party and the opportunity to earn into a partial ownership position directly or indirectly in the underlying assets upon reaching specified funding thresholds. Earn-in arrangements generally provide no commitment by the Company for future funding and the Company is not entitled to any economic returns associated with the underlying mineral interests unless the Company chooses to fund to certain levels.

(h)Property, plant and equipment:

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized.

The cost of property, plant and equipment, less its estimated residual value, is depreciated over its estimated useful lives using the straight-line method on the following bases:

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

Asset	Basis
Equipment and vehicles	3 to 10 years
Computer equipment	3 to 5 years
Leasehold improvements	Shorter of useful life and remaining lease term

The useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes in estimate accounted for on a prospective basis.

(i)Leases:

The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset.

The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability at the commencement of the lease, except the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months. The Company has elected to treat the lease and non-lease components of office leases as a single lease component.

Lease liabilities are initially measured at the present value of the unpaid lease payments at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.

Operating Leases

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

For operating leases, the Company records the amortization of the ROU assets and the accretion of the lease liabilities as a single lease cost on a straight-line basis over the lease term.

Finance Leases

For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense.

(j)Intangible assets:

Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over the assets estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

The estimated useful lives of intangibles are:

Asset	Basis
Patents and licenses	5 to 20 years
Software	1 to 5 years

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

(k)Impairment of long-lived assets:

Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals.

(l)Revenue recognition:

The Company recognizes revenue from the following major sources:

•Data processing services;

•Sale of software licenses; and

•Sale of renewable energy storage systems.

(i)Data processing services:

The Company sells data processing services to customers in the mineral, oil & gas and water exploration industries. The Company enters into contracts with customers with single and multiple deliverables or performance obligations. General payment terms are net 15 days. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment.

For short term contracts with a single deliverable, the Company recognizes revenue at the point in time when it transfers control of a distinct performance obligation to a customer. Control transfers on the agreed upon deliverable being delivered to the customer, the customer accepting the deliverable and when the Company has not retained any significant risk of future obligations with respect to the service being provided.

The Company enters into arrangements for the provision of long-term data processing services. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized for these services based on the stage of completion of the contract using the most appropriate measure of progress towards complete satisfaction of the performance obligations. Payment for these services is in accordance with an agreed billing schedule and therefore either (i) a contract asset is recognized over the period in which the services are performed, representing the Company’s right to consideration for the services performed to date, or (ii) a contract liability is recognized until the corresponding services have been provided.

(ii)Sale of software licenses:

The Company enters into software license agreements where it provides the use of software to the customer. The Company recognizes revenue at the point in time that it satisfies its performance obligation by making the software available for download, meeting customer specific acceptance criteria, where applicable, and having reasonable certainty that the consideration will be received. Revenue is measured based on the consideration specified in a contract with a customer.

(iii)Sale of energy storage systems:

The Company designs, develops, and manufactures energy storage systems as products as well as energy storage solutions and operations & maintenance (“O&M”) services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

Energy storage systems as products are transferred at a point in time when the customer obtains control of the product, which is typically upon shipment, delivery, installation and commissioning, depending on the contract terms.

Revenue is recognized for sales of battery storage solutions over time based on the estimated progress to completion using a cost-based input method. In applying the cost-based input method of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The cost based input method of revenue recognition is considered a faithful depiction of efforts to satisfy energy storage solutions and therefore reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance. The cost-based input method of revenue recognition requires the Company to make estimates of net contract revenues and costs to complete projects.

O&M services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements.

(m)Contingent liabilities:

(i)Asset retirement obligations:

The Company recognizes asset retirement obligations arising from regulatory, contractual or other legal requirements to perform certain property and asset reclamation activities at the end of the respective asset life. Asset retirement obligations are recorded when environmental disturbance occurs, accompanied by a legal obligation to remediate. Asset retirement obligations, or increases therein, are initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows.

(n)Stock-based compensation:

The Company recognizes employee stock-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The fair value of stock options is determined using the Black-Scholes option valuation model using the grant date stock price, dividend yield, estimated amounts for volatility of the Company’s stock, the expected life of the awards and the risk-free interest rate. Compensation expense is recognized over the requisite service period for each separate tranche of the award. Forfeitures are accounted for as they occur.

The fair value of stock-settled restricted stock units (“RSU’s”) and deferred share units (“DSU’s”) is based on the Company’s stock price on the date of grant. Shares of common stock are issued at the vesting date for stock-settled RSU’s and DSU’s. The fair value of stock-settled RSU’s and DSU’s is amortized over the vesting period and recognized as an expense in the consolidated financial statements.

The fair value of performance share units ("PSU's") that have market performance conditions is determined using the Company’s stock price and a Monte-Carlo simulation model. The fair value of PSU’s is amortized over the vesting period and recognized as an expense in the consolidated financial statements.

(o)Income taxes:

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect of uncertain income tax positions if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses.

Each reporting period, the Company reviews its deferred tax assets for the possibility they will not be realized. A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized.

(p)Fair value measurements:

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 22):

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date.

•Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

(q)Net loss per share:

Basic and diluted loss per share attributable to common stockholders are computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the respective period presented.

The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period, except to the extent they are antidilutive.

(r)Convertible debt:

Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of consolidated and combined loss. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features or cash conversion features.

The Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated loss and comprehensive loss, except with respect to changes in value caused by changes in the Company’s own credit risk.

(s)Debt and equity issuance costs:

Debt issuance costs directly related to a debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of the debt and amortized on an effective interest rate method over the term of the liability. Amortization of debt issuance costs is included in interest expense in the Company’s consolidated statement of loss.

For debt where the Company has elected fair value accounting under ASC 825, debt issuance costs are expensed on recognition in the Company’s consolidated statement of net loss.

Costs directly attributable to the issuance of equity in the Company are netted against the gross proceeds of the equity.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

3. Use of estimates:

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Significant areas requiring the use of estimates are as follows

(i)Recoverable value of exploration properties:

The Company reviews and evaluates exploration properties for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of the Company’s exploration mineral interests did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable. However, the recoverability of the Company’s recorded mineral interests is subject to market factors that could significantly affect the recoverability of the Company’s assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances. By nature, significant changes in these factors are reasonably possible to occur periodically, which could materially impact the Company’s consolidated financial statements.

(ii)Impairment indicators in equity securities:

The recoverability of the carrying value of the Company’s investments in private equity securities, including those subject to significant influence, is dependent on the Company’s ability to sell the assets privately or the investees’ ability to publicly list the shares or generate profitable operations and pay dividends in the future, in each case in amounts that exceed the carrying value. Changes in the investees’ plans and value or the Company’s expectations related to the manner and timing of realizing the value of its equity investments, may result in changes in the recoverability of recorded amounts.

(iii)Recoverability of deferred income tax assets:

The Company has recognized significant valuation allowances against its deferred tax assets. The necessity for valuation allowances could be affected by changes in the Company’s estimates of future taxable income. In addition to the generation of future taxable income through the establishment of economic feasibility, development and operation of mines on the Company’s exploration assets, opportunities for future taxable income could arise through disposal of assets, or the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.

(iv)Valuation of stock options and PSU’s:

Determining the fair value of stock options and PSU’s require inputs that require management judgment. This includes expected volatility for stock options and PSU’s and expected life of stock options.

(v) Provision for expected credit loss:

Accounts receivable are reported net of an allowance for expected credit losses. The allowance is based on management’s estimate of lifetime expected credit losses, which considers historical loss experience, the aging of receivables, current economic conditions, reasonable and supportable forecasts, customer creditworthiness, payment history, and other relevant factors. Receivables that do not share similar risk characteristics are evaluated on an individual basis. In certain circumstances, management may determine that the collectability of a specific receivable is doubtful and record an allowance for the full amount outstanding. The determination of the allowance requires significant judgment and is inherently uncertain. Changes in customer financial condition, macroeconomic factors, or other circumstances could result in material adjustments to the allowance in future periods.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

4. Recently adopted accounting standards and recent accounting pronouncements:

Income taxes:

The Company adopted ASU 2023-09 on January 1, 2025 and is required to disclose specific categories in the rate reconciliation if quantitative thresholds are met. The amount of income taxes paid, if any, is required to be disaggregated by federal, state and foreign taxes. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements.

Recent accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The Company is required to adopt ASU 2024-03 on January 1, 2027 and is currently evaluating the expected impact on the consolidated financial statements.

5. Cash and cash equivalents:

Of the total cash and cash equivalents at December 31, 2025 and 2024, $9.1 million and $11.2 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries (Note 18).

6. Restricted cash and deferred exploration liability:

On May 7, 2024, the Company entered into an Exploration Alliance Agreement ("the Alliance") with BHP Mineral Resources Inc. (“BHP”), which sets out the framework for BHP and the Company to explore 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 agreement is for a term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15.0 million and thereafter the Company and BHP would provide funding on a 50/50 basis. The Company will provide the Alliance access to one Typhoon™ system.

As at December 31, 2025, BHP has provided total funding of $9.7 million, which is solely for funding exploration activities of the Alliance. The funding is recorded as restricted cash, with an offsetting credit recorded as a deferred exploration liability. The balances of restricted cash and deferred exploration liability decrease as exploration spend is incurred. During the year ended December 31, 2025 the Alliance spent $5.1 million on exploration activities (December 31, 2024 - $1.7 million).

The Company is using the equity method of accounting for the areas of interest as it was determined that they are subject to joint control.

7. Accounts and other receivables:

	December 31,<br>2025		December 31,<br>2024
Trade accounts receivable	$	14	$	762
Other receivables (Note a)	10,816		20,807
Provision for expected credit loss (Note a)	(10,304)		—
	$	526	$	21,569

(a) At December 31, 2024, other receivables included $20.0 million receivable from China Energy Storage Industry Co., Ltd. (“Red Sun”) by VRB in relation to the transaction described in Note 16, payable in two tranches. On February 11, 2025, VRB received the first tranche payment. The second tranche payment of $10.0 million was due on

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

June 30, 2025 and has not been received. At December 31, 2025, the Company recorded a provision for expected credit loss in the amount of the full second tranche payment due to prolonged delinquency, repeated unfulfilled payment promises from Red Sun, an absence of contractual modification and a high degree of risk and uncertainty with cross-border collection risk and contractual remedies. No expected credit loss was recorded during the year ended December 31, 2024.

8. Investments subject to significant influence:

The Company’s principal investments subject to significant influence are its investment in Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") and VRB Energy System (Beijing) Co., Ltd. (“VRB China”). Others include its investments in Sama Resources Inc. (“Sama”).

The Company has elected to carry its investments in common shares of the publicly-traded companies subject to significant influence at fair value.

	Equity Method								Carried at fair value
	Maaden Joint Venture (Note a)		VRB China (Note b)		SNC <br>(Note c)		Other		Sama <br>(Note d)		Total
Balance at December 31, 2023	31,606		—		896		2,469		4,159		39,130
Disposal of subsidiary	—		35,761		—		(623)		—		35,138
Investment	—		—		440		689		—		1,129
Share of (losses) income	(11,217)		4,839		(827)		(1,463)		—		(8,668)
Acquisition	—		—		(489)		—		—		(489)
Change in fair value	—		—		—		—		(1,030)		(1,030)
Other	—		—		—		(177)		—		(177)
Foreign currency translation	—		—		(20)		(126)		—		(146)
Balance at December 31, 2024	20,389		40,600		—		769		3,129		64,887
Share of (losses) income	(12,162)		6,592		—		20		—		(5,550)
Change in fair value	—		—		—		—		(940)		(940)
Foreign currency translation	—		(36)		—		38		—		2
Balance at December 31, 2025	$	8,227	$	47,156	$	—	$	827	$	2,189	$	58,399

(a) Exploration Joint Venture with Maaden:

In 2023, Ivanhoe Electric entered into a 50/50 exploration joint venture with Maaden to explore approximately 50,000 km2 of prospective land in Saudi Arabia.

The Maaden Joint Venture is managed by the Board of Directors of the joint venture with Ivanhoe Electric and Maaden each having the right to appoint three directors and is subject to joint control.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

Summarized financial information for the Maaden Joint Venture is as follows:

	As at and for the year ended December 31
	2025		2024
Current assets	$	14,762	$	34,612
Non-current assets	10,085		12,530
Current liabilities	1,955		6,182
Non-current liabilities	186		181
Equity	22,706		40,779
Net loss	$	24,324	$	22,434

In January 2026, the Company provided funding to the Maaden Joint Venture in the amount of $6.3 million.

(b)VRB China:

On October 15, 2024, VRB entered into a transaction to reduce its ownership interest in VRB China from 100% to 49%, with the change in control becoming effective on October 31, 2024. As a result, VRB de-consolidated VRB China and began equity accounting for its retained interest. Refer to Note 16 for further information on the transaction.

The Company’s share of income from VRB China for the year ended December 31, 2025 includes:

•A $10.9 million gain (December 31, 2024 - $6.2 million) from the Company’s share of the increase in net asset value of VRB China as a result of capital increases of $22.5 million (December 31, 2024 - $12.7 million) from Red Sun ; offset by:

•$4.3 million share of loss (December 31, 2024 - $1.4 million) incurred by VRB China.

The Company recognizes its share of earnings from VRB China on a three month lag.

Summarized financial information for VRB China is as follows:

	As at and for the nine months ended September 30, 2025		As at and for the two months ended December 31, 2024
Current assets	$	34,866	$	18,750
Non-current assets	6,642		2,497
Current liabilities	8,943		5,212
Non-current liabilities	709		173
Equity	31,856		15,862
Net loss	$	6,442	$	2,776

(c)Sama Nickel Corporation:

On March 11, 2024, the Company completed its earn-in and acquired an additional 30% in Sama Nickel Corporation (“SNC”) bringing its total ownership interest in SNC to 60%. SNC owns the Samapleu-Grata Nickel-Copper Project ("Samapleu Project") in the Ivory Coast. The Company determined that it acquired control of SNC and commenced consolidating the results of SNC from March 11, 2024 under the voting interest entity model. The acquisition was accounted for as an asset acquisition as SNC did not meet the definition of a business. The cost of the acquisition was allocated to the assets and liabilities of SNC, including its exploration property in the Ivory Coast.

(d) Sama:

Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel-copper projects in Ivory Coast, West Africa. As at December 31, 2025, the Company owned 22.7% (December 31, 2024 - 22.7%) of the issued and outstanding common shares in Sama.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

9. Exploration properties:

	Santa <br>Cruz <br>(Note a)		Tintic <br>(Note b)		Alacrán<br>(Note c)		Other		Total
Balance at December 31, 2023	166,492		30,663		15,315		3,820		216,290
Acquisition costs	10,300		40		—		529		10,869
De-recognition	—		—		—		(1,300)		(1,300)
Foreign currency translation	—		—		—		17		17
Balance at December 31, 2024	176,792		30,703		15,315		3,066		225,876
Acquisition costs	731		—		—		375		1,106
De-recognition	—		—		—		(300)		(300)
Impairment (Note d)	—		—		—		(2,537)		(2,537)
Balance at December 31, 2025	$	177,523	$	30,703	$	15,315	$	604	$	224,145

(a)The Santa Cruz Copper Project is a copper project near the city of Casa Grande in Arizona, USA. Pursuant to an agreement entered into in 2021, the Company had an option agreement that provided the Company with the right to acquire 100% of the mineral title of the Santa Cruz Copper Project for consideration of $27.9 million. In August 2024, the Company completed the final $10.0 million payment to exercise its option to acquire 100% ownership of the mineral rights at the Santa Cruz Copper Project.

On December 12, 2025, Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of the Company that owns the Santa Cruz Copper Project, closed a $200 million senior secured multi-draw bridge facility (the “Bridge Facility”) to support the development of the Santa Cruz Copper Project. The Bridge Facility has a two-year maturity term, with a single repayment at maturity. It will bear interest at the Company’s election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York plus a margin of 5.0%, increasing by 0.5% on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate as defined in the Bridge Facility agreements. As at December 31, 2025, the Bridge Facility was undrawn.

In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights.

Commitment fees on undrawn amounts will be incurred at a rate of 1.25% per annum until June 30, 2026, increasing by one eighth of a percent for every six month period thereafter.

Mesa Cobre incurred directly related debt issuance costs in the amount of $5.2 million. The debt issuance costs are recorded as other non-current assets and amortized over the life of the facility.

(b)The Tintic Project is a copper-gold-silver project in the Tintic District of Utah, USA. Pursuant to agreements entered into in 2017 and 2018, the Company obtained the right to explore the underlying assets and to acquire or optionally acquire specified mineral rights of the underlying assets by making scheduled payments.

The Company has completed its purchase of 100% of the assets included in the agreements.

(c)The Alacrán project is a copper-gold project in Colombia, held by Cordoba. On May 8, 2023, Cordoba closed a strategic arrangement with JCHX Mining Management Co., Ltd (“JCHX") to advance the Alacrán Project. Refer to Note 17 for further details regarding the strategic arrangement.

(d)During the year ended December 31, 2025, the Company impaired non-core exploration properties in the amount of $2.5 million.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

10. Accounts payable and accrued liabilities:

	December 31,<br>2025		December 31,<br>2024
Trade accounts payable	$	7,792	$	6,309
Accrued liabilities	6,465		2,367
Due to related parties	1,845		2,176
Other payables	207		269
	$	16,309	$	11,121

11. Note payable:

	Note payable
Balance at December 31, 2023	$	48,916
Finance expense	4,429
Payment	(16,773)
Balance at December 31, 2024	$	36,572
Finance expense	2,701
Payment	(39,273)
Balance at December 31, 2025	$	—

In connection with the purchase of land at its Santa Cruz Copper Project in 2022, the Company issued a secured promissory note. The promissory note was paid off in full in November 2025.

12. Convertible debt:

	VRB <br>Convertible <br>bond
Balance at December 31, 2023	$	28,372
Finance expense	2,570
Balance at December 31, 2024	30,942
Finance expense	2,796
Balance at December 31, 2025	$	33,738

On July 8, 2021, VRB issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum.

Prior to the maturity date of July 8, 2026, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:

•the transaction price of the equity financing or sale event; and

•the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.

If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.

The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

13. Equity:

(a)Common stock transactions:

At December 31, 2025, the Company is authorized to issue 700,000,000 shares of common stock, at $0.0001 par value.

(i) 2025 public offerings:

On February 14, 2025, Ivanhoe Electric completed a public offering where it issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for gross proceeds of $69.0 million. Each Unit consists of (i) one share of Ivanhoe Electric’s common stock and (ii) one accompanying warrant (the "Warrants"). Each whole Warrant is exercisable to purchase one share of Ivanhoe Electric’s common stock at a price of $7.00 per share, exercisable for a period of one year. Directly attributable issuance costs of $3.1 million incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

During 2025, 150,000 warrants were exercised for gross proceeds of $1.1 million. In January and February 2026, 11.6 million warrants were exercised for gross proceeds of $81.5 million.

On October 23, 2025, Ivanhoe Electric completed a public offering and issued 10.0 million shares of common stock at a price of $15.00 per share for gross proceeds of $150 million. On October 27, 2025, pursuant to the exercise in full of the underwriters option, Ivanhoe Electric issued an additional 1.5 million shares of common stock for gross proceeds of $22.5 million, increasing the total gross proceeds to $172.5 million. Directly attributable issuance costs of $7.2 million incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

(ii) Kaizen arrangement:

On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen Discovery Inc. (“Kaizen”) not already beneficially owned by Ivanhoe Electric pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

Immediately prior to the closing of the Arrangement, Ivanhoe Electric beneficially owned 82.5% of the issued and outstanding common shares of Kaizen on a non-diluted basis. Following the closing of the Arrangement, Ivanhoe Electric beneficially owns 100% of the issued and outstanding common shares of Kaizen on a fully diluted basis.

Ivanhoe Electric acquired the common shares in consideration for the issuance of one share of common stock of Ivanhoe Electric for every 127 Common Shares issued and outstanding immediately prior to the closing of the Arrangement. A total of 116,413 shares of Ivanhoe Electric were issued.

(iii) Maaden Strategic Investment:

On July 6, 2023 Ivanhoe Electric completed the closing of the Maaden transactions which included the issuance of 10.3 million shares of common stock, representing 9.9% of common shares on completion of the Maaden transactions, at a purchase price of $12.38 per share for gross proceeds of $127.1 million. Directly attributable issuance costs of $3.5 million incurred in conjunction with the strategic investment were recorded as a reduction in paid in capital.

Ivanhoe Electric granted Maaden a top-up right allowing Maaden to maintain its 9.9% ownership for up to eight years through the purchase of additional shares at a price per share paid in a recent equity financing. Maaden has agreed to a five-year standstill limiting its shareholding to a maximum of 19.9%, subject to certain exceptions. Maaden was granted the right to appoint a nominee to the Ivanhoe Electric board of directors.

(iii) Public offering and subscription agreement:

On September 18, 2023, Ivanhoe Electric completed a public offering and issued 13.6 million shares of common stock at a price of $13.50 per share for gross proceeds of $184.0 million. Directly attributable

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

issuance costs of $8.5 million incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

On October 23, 2023 Maaden signed a subscription agreement, exercising their right to maintain 9.9% ownership in the Company following the public offering. The Company issued 1.5 million shares of common stock to Maaden at a price of $13.50 per share for gross proceeds of $20.4 million.

(b)Stock-based compensation:

A portion of total stock-based compensation is incurred by non-wholly-owned subsidiaries, as follows:

	Year ended December 31,
	2025		2024		2023
Ivanhoe Electric	$	11,269	$	13,866	$	20,028
Non-wholly-owned subsidiaries	388		1,098		935
	$	11,657	$	14,964	$	20,963

Option exercises at the subsidiary level, should they occur, will impact the Company’s non-controlling interest in the applicable subsidiary, not the Company’s share capital.

Stock-based payment compensation was allocated to operations as follows:

	Year ended December 31,
Stock-based payment compensation in:	2025		2024		2023
General and administrative expenses	$	9,818	$	11,923	$	17,670
Exploration expenses	1,839		3,041		3,277
Research and development expenses	—		—		11
Cost of sales	—		—		5
	$	11,657	$	14,964	$	20,963

The Company’s Long Term Incentive Plan (“LTIP”) provides for grants of stock options, stock awards, stock unit awards, and deferred stock unit awards. The Company’s employees, including employees who are directors, consultants and non-employee directors are eligible to receive awards under the LTIP. Stock options may not be granted with an exercise price less than the closing price of the Company’s common stock on the grant date. As of December 31, 2025, 14,757,072 shares were available for grant under the LTIP and no shares were available under other plans.

(i) Stock options:

A summary of stock options outstanding and activity is presented below.

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

	Number<br>of options	Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual<br>Term (years)	Aggregate Intrinsic Value
Outstanding at January 1, 2023	7,071,164	$	6.11
Granted	950,000	13.96
Exercised	(1,379,526)	2.49
Forfeited/expired	(442,701)	6.13
Outstanding at December 31, 2023	6,198,937	8.11		4.5	$	20,207
Granted	2,216,404	13.50
Exercised	(151,485)	5.72
Forfeited/expired	(188,429)	8.77
Outstanding at December 31, 2024	8,075,427	9.62		2.6	$	12,614
Exercised	(1,131,331)	4.96
Forfeited/expired	(264,890)	12.61
Outstanding at December 31, 2025	6,679,206	$	10.38	3.5	$	39,884
Vested and exercisable at December 31, 2023	2,766,116	$	5.51	3.6	$	14,151
Vested and exercisable at December 31, 2024	4,461,184	$	6.73	3.0	$	12,614
Vested and exercisable at December 31, 2025	5,034,006	$	9.33	3.0	$	33,451

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model. Expected volatility was calculated based on the historical volatility of a group of peer companies’ common stock and a group of relevant stock market indices over the expected option life. Management exercised judgment in determining the expected life of the options and considered factors such as the contractual term of the options, the vesting schedule and expected volatility. The risk-free interest rate is based on Federal Reserve rates in effect for bonds with maturity dates equal to the expected term of the option.

No stock options were granted in 2025. Information related to stock options granted during the years ended December 31, 2024 and 2023 is presented below.

		2024			2023
Weighted average assumptions used to value stock option awards:
	Fair value of common stock	$	9.20		$	13.94
	Expected volatility	61.4		%	68.2		%
	Expected life of options (in years)	4.0			4.0
	Expected dividend rate	0		%	0		%
	Risk-free interest rate	4.29		%	4.04		%
Weighted average grant-date fair value (per option)		$	3.70		$	7.53

For the year ended December 31, 2025, the Company recognized $5.2 million in stock-based compensation expense relating to the vesting stock options.

At December 31, 2025, the Company had $1.7 million of total unrecognized compensation cost to be recognized in 2026 and 2027 in relation to stock options.

(ii) Stock-settled RSU’s:

On January 1, 2023, Ivanhoe Electric granted 750,000 stock-settled RSUs to an executive of the Company. The RSUs comprise five equal tranches vesting in one-fifth annual increments beginning one year from the

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

grant date. The fair value of the stock-settled RSUs is amortized over the vesting period. The total fair value of the January 1, 2023 RSU grant was $9.1 million.

On March 6, 2025, the Company granted 776,557 stock settled RSU's to certain officers and employees of the Company. The RSU’s vest in three equal tranches beginning one year from the grant date. The fair value of the stock-settled RSU’s is amortized over the vesting period. The total grant date fair value of these RSU's was $4.5 million based on a grant date share price of $5.84 per share.

A summary of outstanding stock-settled RSU’s as of December 31, 2025 and activity during the year then ended is presented below.

	Number<br>of awards	Weighted-Average<br>Grant Date Fair Value Per Award		Aggregate Intrinsic Value
Outstanding at January 1, 2023	750,000	$	—
Granted	750,000	12.15
Vested	(250,000)	9.98
Outstanding at December 31, 2023	1,250,000	9.98		$	12,600,000
Vested	(304,213)	11.05
Cancelled	(95,787)	9.98
Outstanding at December 31, 2024	850,000	11.51		$	6,417,500
Granted	776,557	5.84
Vested	(302,165)	11.06
Cancelled	(142,697)	8.68
Outstanding at December 31, 2025	1,181,695	$	8.46	$	18,883,486

For the year ended December 31, 2025, the Company recognized $4.4 million in stock-based compensation expense relating to the vesting of RSU’s.

At December 31, 2025, the Company had $3.3 million of total unrecognized compensation cost to be recognized in 2026 through 2028 in relation to stock-settled RSU’s.

(iii) PSU’s:

On March 6, 2025, the Company granted PSU's to certain officers and employees of the Company. The PSU's vest on December 31, 2027, with the number of units to vest determined by Ivanhoe Electric’s share price performance against constituents from a Base Metals Index. The number of units to vest ranges between zero times to two times the target number of PSU's. The total target number of PSU's is 714,822, which is one times the target. The grant date fair value of these PSU's was $5.1 million.

Monte Carlo valuation methodology was used to determine the fair value of the PSU's, which required the input of the following assumptions.

	Grant date: March 6, 2025
Expected volatility	63.4		%
Expected life of PSU's (in years)	2.8
USA risk-free interest rate	4.0		%
Canada risk-free interest rate	2.6		%
Expected dividend rate	0		%
Weighted average grant-date fair value (per unit)	$	7.07

Expected volatility is based on the historical volatility of the Company's share price over a term commensurate with the remaining life of the PSU's. The USA risk-free interest rate was based on the yield

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

observed on the US Dollar treasury curve as at the grant date, while the Canadian risk-free rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.

For the year ended December 31, 2025, the Company recognized $1.4 million in stock-based compensation expense relating to the vesting of PSU’s.

At December 31, 2025, the Company had $3.4 million of total unrecognized compensation cost to be recognized in 2026 and 2027 in relation to PSU’s.

14. Revenue:

The Company recognized revenue from the following sources:

	Year ended December 31,
Revenue type	2025		2024		2023
Data processing services	$	3,244	$	2,831	$	1,300
Energy storage systems	—		70		2,603
Total	$	3,244	$	2,901	$	3,903

15. Exploration expense:

	Year ended December 31,
Project	2025		2024		2023
Santa Cruz, USA (Note 9(a))	$	23,589	$	72,384	$	57,203
Alacran, Colombia (Cordoba) (Note 9(c))	19,397		14,756		28,068
Gleeson, USA	2,099		—		—
Tintic, USA (Note 9(b))	2,075		11,274		13,131
Hog Heaven, USA (Note a)	1,911		10,855		7,812
Project Generation and other	14,216		21,675		20,505
Total	$	63,287	$	130,944	$	126,719

(a)The Company has an earn-in agreement whereby it must incur $15.0 million in earn-in expenditures (completed) and make payments to the counterparty totaling $4.5 million ($2.5 million paid as of December 31, 2025 ), the last of which is due in 2027, to earn an initial 51% interest in the Hog Heaven Project. The Company can earn an additional 24% in the project, for a total of 75%, if it completes an additional $25.0 million in expenditures by February 26, 2032. As at December 31, 2025 the Company has incurred cumulative expenditures of $22.7 million in relation to its earn-in at the Hog Heaven Project.

16. Disposal of subsidiary:

On October 15, 2024, VRB entered into an agreement with Red Sun to form a joint venture in VRB's existing operation in China. Under this agreement, Red Sun holds a 51% ownership stake in VRB China and VRB owns the remaining 49%. The change in control became effective on October 31, 2024.

Red Sun purchased shares of VRB China, a previously wholly-owned subsidiary of VRB, from VRB for $20.0 million and was required to make a capital increase directly in VRB China in the amount of $35.2 million, of which $12.7 million was received in 2024 and $22.5 million in 2025.

The $20.0 million due to VRB is payable in two tranches. On February 11, 2025, VRB received the first tranche payment. The second tranche payment of $10.0 million was due on June 30, 2025 and has not been received. Management continues to pursue recovery of the outstanding receivable through ongoing discussions with Red Sun.

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The receivable is supported by collateral in the form of equity; however, as of the reporting date, management has not initiated enforcement or execution of the collateral.

VRB China is a variable interest entity, as it is dependent on additional subordinated financial support from Red Sun, principally in the form of additional committed capital contributions. The Company has determined it is no longer the primary beneficiary of VRB China as of October 31, 2024.

As a result, the Company has de-consolidated VRB China as of October 31, 2024 and has accounted for its retained interest in VRB China using the equity method of accounting. The Company recorded its retained interest in VRB China at a fair value of $35.8 million, based on the consideration paid, and recognized a gain on the sale of the controlling interest of VRB China of $50.7 million, as presented below.

	October 31, 2024
Fair value of retained interest	$	35,761
Consideration received for sale of shares	20,000
Net assets disposed of on de-consolidation	(5,567)
Accumulated other comprehensive income disposed of on de-consolidation	491
Gain on disposal of subsidiary	$	50,685

As at December 31, 2025, the Company’s maximum exposure to loss in VRB China is represented by the aggregate carrying value of $47.2 million for its retained interest in the equity of VRB China.

17. Non-controlling interests investment in subsidiary:

On May 8, 2023, Cordoba closed the $100.0 million strategic arrangement with JCHX to advance the Alacrán Project in Colombia. Upon closing, JCHX received a 50% ownership interest in CMH Colombia S.A.S. (“CMH”), a Colombian company that owns 100% of the Alacrán Project and is the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.

For its 50% interest, JCHX will pay the $100.0 million purchase price in three installments. As of the closing of the transaction, $40.0 million was paid as a first installment. On January 4, 2024, Cordoba received the second installment of $40.0 million. The final installment of $20.0 million was received in June 2025.

The Company currently retains control over the relevant activities of CMH and therefore continues to consolidate the entity.

The Company measures its non-controlling interest and loss attributable to non-controlling shareholders on the basis of a hypothetical liquidation at book value. Upon closing in 2023, the Company recorded the difference between the consideration received and the carrying value of the interest given up of $18.0 million in additional paid in capital.

On May 8, 2025, Cordoba entered into an agreement with JCHX and a consortium of investors to sell Cordoba's remaining 50% interest in the Alacrán Copper Project, for $88.0 million in cash on closing, $12.0 million in a deferred payment, and up to $28.0 million in a contingent payment depending on the copper price at the time of commercial production. The closing of the transaction was contingent upon the approval of the Environmental Impact Assessment (“EIA”), which remains pending from the relevant Colombian Government authority as of the outside date of December 31, 2025. This provided either party the right to exit the agreement.

On February 10, 2026, the agreement was amended to provide for the full $128.0 million purchase price to be paid at closing and remove any post-closing payments, waive the closing condition of an EIA , add a new closing condition of JCHX shareholder approval, and extend the outside date to March 10, 2026. Cordoba has also agreed to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all liabilities and obligations, subject to required approvals, such that $10.0 million will remain in Cordoba.

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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

18. Non-controlling interests:

The Company held a controlling interest in several entities that are not wholly-owned. The associated non-controlling interests and portion of assets and liabilities represented by these subsidiaries are shown below. The assets and liabilities of these entities are not readily accessible by the Company for general corporate purposes as distribution may require the consent of other shareholders.

	Kaizen		VRB		Cordoba		CGI		SNC		Total
Balance at December 31, 2023	$	316	$	(3,783)	$	5,366	$	132	$	—	$	2,031
Non-controlling interests share of income (loss)	—		4,249		(15,473)		(44)		(380)		(11,648)
Changes in non-controlling interests arising from changes in ownership interest	(316)		—		20,628		—		364		20,676
Other changes in non-controlling interests	—		(42)		530		(9)		252		731
Balance at December 31, 2024	—		424		11,051		79		236		11,790
Non-controlling interests share of (loss) income	—		(1,210)		(17,650)		68		(381)		(19,173)
Changes in non-controlling interests arising from changes in ownership interest	—		—		13,721		—		399		14,120
Other changes in non-controlling interests	—		3		700		6		10		719
Balance at December 31, 2025	$	—	$	(783)	$	7,822	$	153	$	264	$	7,456

Assets and liabilities belonging to the Company’s principal non-wholly owned subsidiaries as of December 31, 2025 are as follows:

	VRB		Cordoba		CGI		SNC		Total
Ownership percentage at December 31, 2025:	90.0	%	60.8	%	94.3	%	60.0	%			Total assets	$	52,882	$	18,686	$	2,856	$	983	$	75,407
---	---	---	---	---	---	---	---	---	---	---
Total liabilities	60,728		5,544		166		322		66,760
Net assets	$	(7,846)	$	13,142	$	2,690	$	661	$	8,647

VRB’s liabilities as at December 31, 2025 include a loan payable to Ivanhoe Electric of $26.9 million.

Each of the non-wholly owned subsidiaries do not have retained earnings as they carry an accumulated deficit. Net assets of non-wholly owned subsidiaries are restricted from being transferred to Ivanhoe Electric without the other shareholders’ consent.

The Company and its wholly-owned subsidiaries do not guarantee the obligations of the non-wholly owned subsidiaries and, as such, the creditors of the non-wholly owned subsidiaries do not have recourse against the Company or its wholly owned subsidiaries. In addition, the Company may be restricted from paying dividends from non-wholly owned subsidiaries without the other shareholders’ consent.

During 2021, VRB raised capital through the issuance of convertible debt (Note 12) resulting in VRB becoming a VIE. Except as disclosed above, the Company has not provided additional subordinated financial support to VRB as at December 31, 2025, although the Company is not precluded from doing so in the future. Ivanhoe Electric does not provide any guarantees or have any commitments to fund VRB. Other creditors of VRB do not have recourse against Ivanhoe Electric. Further information about VRB, including its impact on the Company’s loss from operations, is presented as the Energy Storage segment in Note 24.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

19. Income taxes:

Total income tax provision / (benefit) for the years ended December 31, 2025, 2024 and 2023 are allocated as follows:

	Year ended December 31,
	2025		2024		2023
Income from continuing operations	$	12	$	32	$	(584)
Equity, non-controlling interests investment in subsidiary	—		—		2,846
Total income tax provision / (benefit)	$	12	$	32	$	2,262

Major components of the Company’s income tax provision / (benefit) from continuing operations for the years ended December 31, 2025, 2024 and 2023 are as follows:

	Year ended December 31,
	2025		2024		2023
Current:
U.S. Operations	$	—	$	—	$	—
Foreign	12		32		(380)
Total current income tax provision / (benefit)	12		32		(380)
Deferred:
U.S. Operations	—		—		—
Foreign	—		—		(204)
Total deferred income tax provision / (benefit)	—		—		(204)
Total income tax provision / (benefit)	$	12	$	32	$	(584)

Loss from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023 consists of the following:

	Year ended December 31,
	2025		2024		2023
U.S. Operations	$	(73,332)	$	(136,615)	$	(124,083)
Foreign	(51,704)		(3,622)		(92,576)
Total	$	(125,035)	$	(140,238)	$	(216,659)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The annual income tax expense (benefit) attributable to income from continuing operations is different from the amount that would be provided by applying the statutory federal income tax rate to the Company’s pretax (loss) income. The reasons for the difference are:

	Year ended December 31,
	2025				2024				2023
	Amount		%		Amount		%		Amount		%
Expected income tax (benefit) expense at U.S. Federal tax rate	$	(26,258)	21	%	$	(29,450)	21	%	$	(45,498)	21	%
Reconciling items:
Domestic Tax
Permanent differences	3,440		(3)		3,964		(3)		4,457		(2)
Change in valuation allowance	12,568		(10)		24,700		(18)		21,587		(10)
Other	(608)		1		25		—		13		—
Foreign Tax
Difference between statutory and foreign tax rate	(1,156)		1		(11,353)		8		(3,513)		2
Change in valuation allowance	10,633		(9)		8,079		(6)		21,262		(10)
Other	1,393		(1)		4,067		(3)		1,108		(1)
Income tax expense (benefit)	$	12	—	%	$	32	—	%	$	(584)	—	%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below.

	As at December 31,
	2025		2024
Deferred tax assets:
Exploration mineral interest	$	56,783	$	46,481
Net operating losses	90,306		73,205
Equity method investment in joint venture	14,936		12,552
Foreign capital losses	5,471		5,485
Capital loss carry-forward	1,618		1,555
Other	1,663		1,249
Total gross deferred tax assets	170,777		140,527
Less: valuation allowance	(169,919)		(139,953)
Net deferred tax assets	858		574
Deferred tax liabilities:
Exploration mineral interest	(4,751)		(4,049)
Other	(858)		(574)
Total gross deferred tax liabilities	(5,609)		(4,623)
Net deferred tax liability	$	(4,751)	$	(4,049)

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The Company evaluated the positive and negative evidence available to determine the amount of valuation allowance required on its deferred tax assets. The Company has recognized a valuation allowance against deferred income tax assets in excess of those supported by the reversal of taxable temporary differences. As of December 31, 2025, a $169.9 million valuation allowance has been provided. The changes in the valuation allowance for the years ended December 31, 2025 and 2024 are as follows:

	As at December 31,
	2025		2024
Balance, beginning of year	$	(139,953)	$	(117,154)
(Increase) decrease due to foreign currency translation	(6,764)		5,361
Increase related to non-utilization of deferred tax assets due to uncertainty of recovery and increase related to non-utilization of net operating loss carryforwards	(23,201)		(36,063)
(Increase) decrease related to utilization and expiration of deferred tax assets, other	(2)		7,903
Balance, end of year	$	(169,919)	$	(139,953)

As of December 31, 2025, the Company has the following net operating loss carryforwards for income tax purposes:

Country	Losses		Expiry
United States	$	344,354	2036 to 2045
Canada	46,998		2028 to 2045
Colombia	13,160		2029 to 2036
Singapore	4,709		Indefinite

The Company’s utilization of U.S. net operating loss carryforwards may be subject to annual limitations if there is a change in control as defined under Internal Revenue Code Section 382. As of December 31, 2025, no change in control has occurred in the Ivanhoe Electric group.

The Company files income tax returns in the U.S. federal jurisdiction and various U.S. state and foreign jurisdictions.

The Company had no unrecognized income tax benefits as of December 31, 2025 or 2024. Due to the net operating loss carryover position coupled with the lack of any unrecognized tax benefits, the Company has not provided for any interest or penalties associated with any uncertain tax positions. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to general and administrative expense. It is not anticipated that there will be any significant changes to unrecognized tax benefits within the next 12 months.

The Company has not recognized a deferred tax liability related to its investments in foreign subsidiaries that are essentially permanent in duration. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

20. Related party transactions:

Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The following table summarizes transactions between the Company and certain significant related parties.

	Balance outstanding as at December 31,				Transactions for the year ended <br>December 31,
	2025		2024		2025		2024		2023
Total Expenses
Global Mining (Note a)	$	649	$	643	$	2,729	$	4,325	$	13,471
Ivanhoe Capital Aviation (Note b)	—		83		750		1,000		1,000
High Water Holding Company (Note b)	250		—		250		—		—
I-Pulse (Note c)	—		—		—		1,379		3,107
JCHX Mining Management Co., Ltd (Note d)	1,500		1,500		—		1,580		—
Total	$	2,399	$	2,226	$	3,729	$	8,284	$	17,578
Revenue and accounts receivable
Maaden Joint Venture (Note 8(a))	$	—	$	300	$	2,409	$	1,463	$	—
Advances
Global Mining (Note a)	422		831		—		—		—
Maaden Joint Venture (Note 8(a))	141		176		—		—		—
Deposit
I-Pulse (Note c)	1,573		2,593		—		—		—
Loan
JCHX Mining Management Co., Ltd (Note d)	$	—	$	5,001	$	—	$	—	$	—			Transactions for the year ended <br>December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Expense classification
General and administrative expenses	$	3,319	$	4,339	$	7,469
Exploration expenses	410		3,010		8,231
Research and development expenses	—		935		1,878
	$	3,729	$	8,284	$	17,578

(a)Global Mining Management Corp. (“Global Mining”) is a private company based in Vancouver, Canada, that provided administration, accounting, and other office services to the Company on a cost-recovery basis. Effective October 31, 2025, the Company ended its service relationship with Global Mining and is no longer a shareholder.

(b)Ivanhoe Capital Aviation (“ICA”) and High Water Holding Company (“High Water”) are entities beneficially owned by the Company’s Executive Chairman. ICA and High Water provided use of an aircraft to the Company during 2025.

(c)The Company's Executive Chairman is the Chief Executive Officer and a principal owner of I-Pulse. On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters. The total purchase price for the six Typhoon™ transmitters is $12.4 million. In October 2022, the Company made deposit payments totaling $7.1 million, representing 50% of each component of the agreement. The remaining payments will be made as each Typhoon™ transmitter system is delivered. As at December 31, 2025, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.

(d)JCHX held 19.2% of Cordoba’s issued and outstanding common stock as at December 31, 2025 (December 31, 2024 - 19.7%).

In December 2024, Cordoba obtained a $10.0 million bridge loan from JCHX, of which $5.0 million was received in December 2024 and $5.0 million in January 2025. In June 2025, JCHX completed the third and final

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

installment of $20.0 million in relation to its acquisition of a 50% interest in the Alacran Project. In June 2025, the bridge loan was repaid in full using the proceeds from the third installment.

21. Net loss per share:

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

	Year ended December 31,
	2025		2024		2023
Net loss attributable to common stockholders or parent	$	105,874	$	128,622	$	199,377
Weighted-average number of shares outstanding
Basic and diluted	133,583,203		120,377,904		102,491,529
Basic and diluted net loss per share	$	0.79	$	1.07	$	1.95

For purposes of this calculation, convertible debt, and options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. The amount of antidilutive shares excluded from the calculation as at December 31, 2025 was 20.3 million (December 31, 2024 - 9.0 million, December 31, 2023 - 7.5 million).

22. Fair value measurement:

The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the combined balance sheets:

	December 31, 2025						December 31, 2024
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Financial assets:
Investments subject to significant influence	$	2,189	$	—	$	—	$	3,129	$	—	$	—
Other investments	954		267		—		995		750		—
Total financial assets	$	3,143	$	267	$	—	$	4,124	$	750	$	—
Financial liabilities:
Total financial liabilities	$	—	$	—	$	—	$	—	$	—	$	—

23. Financial risk management:

The Company is exposed in varying degrees to credit risk through its use of financial instruments.

The Company’s principal financial assets are cash and cash equivalents and accounts receivable. The Company’s credit risk is primarily attributable to its accounts receivable. The Company’s maximum exposure to credit risk is approximately $0.5 million. The Company regularly reviews its receivables and the economic conditions to determine whether an allowance for expected losses is necessary.

Cash at bank is held with credit worthy financial institutions.

The Company has no significant concentration of credit risk other than its accounts receivable and the Company’s credit risk has not changed significantly during the years ended December 31, 2025, 2024 and 2023.

24. Segment reporting:

The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that it has four reportable segments.

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The Company’s reportable segments are the Santa Cruz Copper Project, critical metals, data processing and energy storage.

The Santa Cruz Copper Project and critical metals segments are focused on mineral project exploration and development with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification. The Santa Cruz Copper Project is at a more advanced stage relative to most of the Company’s other mineral exploration projects and its discrete financial information and operating results are regularly reviewed by the CODM in order to make decisions about resource allocation and assess performance.

The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries. The energy storage segment develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.

Segment information for the periods presented is as follows:

	As at and for the year ended December 31, 2025
	Santa Cruz Copper Project		Critical Metals		Data Processing		Energy Storage		Total
Revenue	$	—	$	—	$	3,244	$	—	$	3,244
Intersegment revenues	—		—		57		—		57
Loss (income) from operations	23,998		77,413		(1,239)		13,399		113,571
Depreciation and amortization	165		2,744		42		—		2,951
Segment assets	187,851		239,684		2,856		52,882		483,273
Expenditures for segment assets	730		1,574		5		—		2,309
Investments subject to significant influence	—		10,416		827		47,156		58,399				As at and for the year ended December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
	Santa Cruz Copper Project		Critical Metals		Data Processing		Energy Storage		Total
Revenue	$	—	$	—	$	2,831	$	70	$	2,901
Intersegment revenues	—		—		177		—		177
Loss from operations	72,465		97,277		(831)		8,040		176,951
Depreciation and amortization	153		1,983		57		510		2,703
Segment assets	179,469		131,492		2,799		61,172		374,932
Expenditures for segment assets	10,356		3,120		—		94		13,570
Investments subject to significant influence	—		23,518		769		40,600		64,887				For the year ended December 31, 2023
---	---	---	---	---	---	---	---	---	---	---
	Santa Cruz Copper Project		Critical Metals		Data Processing		Energy Storage		Total
Revenue	$	—	$	—	$	1,300	$	2,603	$	3,903
Intersegment revenues	—		—		100		—		100
Loss from operations	57,833		111,634		1,363		9,572		180,402
Depreciation and amortization	87		975		995		583		2,640

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IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)

The following tables illustrate the geographic makeup of the Company’s revenues and long-lived assets.

	Year ended December 31,
Revenue	2025		2024		2023
Canada	$	3,244	$	2,831	$	1,300
China	—		70		2,603
Total	$	3,244	$	2,901	$	3,903

Revenues are attributed to countries based on the location in which the sale originated.

	As at December 31,
Long-lived assets	2025		2024
United States	$	211,284	$	210,337
Colombia	19,695		20,344
Peru	—		2,561
Other	748		595
Total	$	231,727	$	233,837

Long-lived assets comprise the Company’s exploration mineral interests (excluding a mineral royalty) and property, plant and equipment.

Long-lived assets reconcile to segment assets and the balance sheet as follows:

	As at December 31,
	2025		2024
Total long-lived assets	$	231,727	$	233,837
Total current assets	180,193		69,286
Mineral royalty	1,707		1,707
Investments subject to significant influence	58,399		64,887
Other investments	1,221		1,745
Other non-current assets	10,026		3,471
Total assets and segment assets	$	483,273	$	374,932

25. Commitments and contingencies:

The Company has entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 20).

In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise. Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to the Company, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive and principal financial officers, respectively, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report. Based on an evaluation under the supervision of our Chief Executive Officer and our Chief Financial Officer, it was concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective:

(a) to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and

(b) to include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management of Ivanhoe Electric is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Ivanhoe Electric's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, in accordance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the management’s assessment, Ivanhoe Electric's internal control over financial reporting was effective as of December 31, 2025.

Deloitte LLP, an Independent Registered Public Accounting Firm, has audited the Company’s internal control over financial reporting as of December 31, 2025, and as stated in the Report of Independent Registered Public Accounting Firm, they have expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

Inherent Limitations over Internal Controls

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:

(a)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(b)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

(c)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report includes an attestation report of our registered public accounting firm regarding internal control over financial reporting, as presented in Item 8.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

During the quarterly period ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our directors and executive officers as of February 20, 2026.

Name	Age	Position
Robert Friedland	75	Executive Chairman of the Board of Directors
Taylor Melvin	56	Chief Executive Officer, President and Director
Russell Ball	57	Director
Hirofumi Katase	66	Director
Priya Patil	63	Director
Patrick Loftus-Hills	59	Director
Ronald Vance	73	Director
Victoire de Margerie	62	Director
Sofia Bianchi	69	Director
Jordan Neeser	43	Chief Financial Officer
Quentin Markin	53	Executive Vice President, Business Development and Strategy Execution
Graham Boyd	40	Senior Vice President, Exploration
Glen Kuntz	58	Senior Vice President, Mine Development
Cassandra Joseph	54	General Counsel and Corporate Secretary
Stephani Terhorst	47	Vice President, Human Resources

Biographical Information

Robert Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022. Prior to that time, Mr. Friedland was Chief Executive Officer from July 16, 2020 to November 21, 2022, and Chairman of the Board from June 30, 2021 to November 21, 2022. Mr. Friedland has over thirty years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder. Since July 1988, Mr. Friedland has served as President, Chief Executive Officer and Founder of Ivanhoe Capital Corporation, a family office and investment company. He is the founder of Ivanhoe Mines Ltd. and has served as Executive Co-Chairman since September 2018 (previously Executive Chairman). He has also been Chairman of I-Pulse Inc. since February 2009 and Chief Executive Officer since June 2023. Since June 2018, he has served as Chairman of VRB Energy Inc., and was Co-Chair of SK Global Entertainment Inc. from February 2017 to December 2021. As one of the most recognized mining executives and achievers in the world, Mr. Friedland is dedicated to serving on numerous boards in the natural resources sector. These positions include: Co-Chairman of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited) since September 2016; Chief Executive Officer of High Power Exploration Inc. (now Ivanhoe Atlantic Inc.) from December 2015 to July 2022 and Chairman from January 2018 to July 2022; a Director of Blue Spark Energy Systems Inc. from May 2024 to August 2025 and Director of Pure Lithium Corporation from April 2022 to December 2025; and Chairman of Gold X Mining Corp. from June 2020 until its acquisition by Gran Colombia in June 2021. Mr. Friedland was the Chief Executive Officer from July 2020 to February 2022, and a founder of Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer. He served as a Director of SES until March 15, 2023. Mr. Friedland graduated with a degree in political science from Reed College.

Taylor Melvin has served as our Chief Executive Officer, President, and a member of our Board of Directors since November 2022. Mr. Melvin has over twenty years of experience in the natural resources sector as a senior corporate development professional and investment banker. Prior to joining Ivanhoe Electric, Mr. Melvin served as President and Chief Executive Officer of Battery Metals Streaming Corp. from March 2022 to August 2022. Prior to that, Mr. Melvin served as Vice President, Corporate Development of Freeport-McMoRan Inc. (NYSE: FCX), a leading international mining company focused on copper, headquartered in Phoenix, Arizona, from June 2018 to March 2022, after having served as its Director Finance & Business Development since 2008. Before joining Freeport-McMoRan Inc. in 2008, Mr. Melvin was an Executive Director in J.P. Morgan’s Natural Resources investment banking group in New York. Mr. Melvin received his Bachelor of Science in Business Administration and his Master of Business from the University of North Carolina at Chapel Hill.

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Russell Ball has served as a Director since June 30, 2022. He is Chair and a member of the Audit Committee and also serves as a member of the Compensation and Nominating Committee. Mr. Ball is an international mining executive with over thirty years of experience. He was the Chief Executive Officer of Calibre Mining Corp. (TSX: CXB) from October 2019 to February 2021 and Chair of its board from November 2018 to October 2019. From May 2013 to December 2017, Mr. Ball held various executive positions with Goldcorp Inc. (TSX: G; NYSE: GG), including Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to December 2017. Prior to that, he held various positions with Newmont Mining Corporation (NYSE: NEM) from 1994 to 2013, including Executive Vice President and Chief Financial Officer from June 2008 to May 2013. Mr. Ball currently serves as Non-Executive Chair of the board of Faraday Copper Corp. (TSX:FDY) and as a Director of Southern Silver Exploration Corp (TSX.V: SSL), Thesis Gld Corp, (TSX.V: TAU), and Compass Minerals (NYSE: CMP). He is a Chartered Accountant (South Africa) and a Certified Public Accountant in the United States. Mr. Ball holds a Master’s in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa).

Hirofumi Katase has served as a Director since January 2022. Mr. Katase has served as Executive Vice Chairman, Director General of Industrial Science and Technology, Executive Vice Chairman, a member of the Board of Directors of I-Pulse Inc. and President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan since December 2017. Mr. Katase has been the Chief Executive Officer of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulsed power, since February 2022 and has served as Chairman of Geo Dreams Inc. since January 2022. Mr. Katase served as a Director of VRB Energy since February 2022; a Director of Geo Power Innovations since September 2019; a Director of MinebeaMitsumi, a manufacturing company, since July 2021; and as Present representative Director of Ibis Inc. since June 2021. Prior to these roles, he most recently served as Japan’s Vice Minister for International Affairs at the Ministry of the Economy, Trade and Industry (“METI”) from June 2016 to July 2017. He held numerous management positions in trade, energy and industrial policy at METI since joining in 1982. During his time at METI, Mr. Katase served in multiple Director General positions, including for the Industrial Science and Technology Policy and Environment Bureau and Trade Policy Bureau, where he led efforts that contributed to the signing of the Trans-Pacific Partnership, among other international agreements. He also was previously Deputy Secretary-General of the Secretariat of Strategic Headquarters for Space Policy at the Cabinet Office, where he helped establish the Office of National Space Policy, the headquarters responsible for Japan’s development of space policy and deployment of space infrastructure. He was also a Director of the Oil and Natural Gas division at METI, where he led Japan’s upstream hydrocarbon policy for four years. At METI, he also served as a Director of the Aerospace and Defense Industry division where he worked on launching the Mitsubishi Regional Jet (MRJ) program and cultivated international partnerships for the development of aircraft and aircraft engines. Mr. Katase earned a Bachelor’s degree in law from the University of Tokyo and a Master’s degree in applied economics from the University of Michigan.

Patrick Loftus-Hills has served as a Director since March 2023 and is a member of the Compensation and Nominating Committee and the Health, Safety and Environmental Committee. He brings over forty years of experience in the global mining industry and has served as a Senior Advisor at Moelis & Company, a New York-based investment bank, since 2011. He was a Partner and Managing Director at Moelis & Company from 2011 to December 2021. Since February 2025, Mr. Loftus-Hills has served as a Senior Advisor to Oryx Global Partners, an Abu Dhabi, UAE based mining private equity firm. Prior to joining Moelis & Company in 2011, he was the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong and held leadership roles in the UBS’s global mining team in New York and Australia. Over his career, Mr. Loftus-Hills spent almost thirty years in investment banking advising global mining companies on a range of transactions, including cross-border mergers and acquisitions and capital raises as well as seven years as a lawyer advising major mining companies. Mr. Loftus-Hills served as a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, from May 2022 to May 2025. He is Chair of the Monash University US Leadership Council, Chair of the US Friends of the Australian Chamber Orchestra, Co-Chair of Global Australians and Chair of the AUS USA Foundation. He holds degrees in Law and Science and an Honorary Doctor of Laws from Monash University in Australia.

Victoire de Margerie has served as a Director since June 30, 2022. Prof. de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, a deep technology startup that develops extrusion machinery for drug formulations and other high tech applications since 2012. Since 2014, Prof. de Margerie has served as Founder and Co Chairman of World Materials Forum, since 2019, an Academician at the National Academy of Technologies of France, since 2020 a Board Director of Paris School of Mines (France), and since 2025, a Board Director of Boliden (Sweden, Mining). Altogether 40 years in the Materials Industry in Canada, France, Germany, the United Kingdom and the United States, first as an executive and since 2006 as a Board Director. Prof. de Margerie was a Director of Eurazeo (Euronext Paris) from 2012 to 2024, a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris: AKE) from 2012 to 2023, a Director of Babcock International Group (LSE: BAB) from 2016 to 2021, a Director of Morgan Ceramics from 2012-2016, a Director of Norsk Hydro from 2012 to 2014, and a Director at Outokumpu from 2007-2011. She was previously a Director of European industrial companies such as Italcementi from 2006-2016. Prof. de Margerie was also a Professor of Strategy & Technology Management at Grenoble School of Management between 2003

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and 2011. Prof. de Margerie graduated initially from HEC Paris and Sciences Po Paris and holds a PhD in Management from Université de Paris 2.

Priya Patil has served as a Director of since June 30, 2022. She is Chair and a member of the Compensation and Nominating Committee ad also serves as a member of the Audit Committee. Ms. Patil is an experienced corporate director, former senior public company executive, and investment banker. She began serving as an independent corporate director of public companies in 2016 and has served as a volunteer board member of universities and other economic-focused organizations since 2003. From 2014 to 2026, Ms. Patil was Head, Business Development (Diversified Industries) of the Toronto Stock Exchange. She previously served as Managing Director, Partner and Founding Partner (Eastern Operations) of PI Financial Corp. and as Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon. Ms. Patil also served as Global General Corporate Counsel of Breakwater Global Resources Ltd, a Canadian and U.S. listed mining company. She started her career as an attorney with Brobeck, Phleger & Harrison LLP in Palo Alto, California. From February 2021 to August 2024, Ms. Patil was a director of Rambler Metals & Mining PLC (AIM of LSE: RMM), where she was Chair of the Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community Committees. She also served as a director of Signature Resources Ltd. (TSX-V: SIG) from September 2021 to May 2022 and as an advisory board member from May 2022 to September 2023. From October 2016 to August 2019, Ms. Patil was an Independent Corporate Director of Alexandria Minerals Inc., serving as Chair of its Audit Committee and as a member of its Management & Special Committee. Ms. Patil holds a Juris Doctor degree from the University of Ottawa and a Bachelor of Science degree in Statistics and Computer Sciences from the University of Bombay. She has completed the Directors Education Program at the Rotman School of Management (University of Toronto) and the Innovation Governance Program of the Council of Canadian Innovators. Ms. Patil is a member of the State Bar of California and the Law Society of Ontario and Charter of the Institute of Corporate Directors. She served as a Board Member of the Council of Great Lakes Region and as a Board Member of the Association of Corporate Growth from 2015 to 2019. She also served on the advisory boards of the University of Ottawa, Faculty of Law and Metropolitan Toronto University, Digital Media Zone from 2016 to 2019.

Ronald Vance has served as a Director since June 2023 and is Chair of the Health, Safety and Environmental Committee and a member of the Audit Committee. Mr. Vance is a corporate director and retired senior executive with a distinguished track record in corporate development, corporate finance advisory and marketing management. He has over forty years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Limited where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, he worked as a Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005. Since 2013, Mr. Vance currently serves as an independent director of Royal Gold Inc. (NASDAQ: RGLD) and serves as a member of its Audit and Finance Committee. Mr. Vance served as Chairman of the Board of Southern Peaks Mining, L.P. in 2018.

Sofia Bianchi has served as a Director since July 2023 and is a member of the Health, Safety and Environmental Committee. Ms. Bianchi has over thirty years of experience in finance and has held numerous executive and director roles internationally. She has been the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring, since May 2016. Ms. Bianchi also serves as a Non-Executive Director and Chair of the Corporate Governance Committee of Mineros S.A. (TSX: MSA, OTCQX: MNSAF, BVC: MINEROS) since March 2024 and as Chair of Canagold Resources Ltd. (CCM:CA) since July 2022. She also serves as a Non-Executive Director of Saudi Arabian Mining Company (“Maaden”) (Saudi Stock Exchange Tadawul)) since December 2022 and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a joint venture between Maaden and the Public Investment Fund to invest in mining assets globally since June 2023. In addition, Ms. Bianchi has served as a Non-Executive Director of Sitex SA since 2017 and Spitex Perspecta AG (SOL SpA Group) since 2019, both of which specialize in home-based healthcare services, and as an Independent Non-Executive Director of Yellow Cake plc. (AIM:YCA), a uranium company, since 2018. She previously served as a director of Feronia Inc. (TSX) from January 2019 to February 2020; Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022; Kenmare Resources (LSE & Dublin Stock Exchange) from April 2008 to May 2017; and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019. Previously Ms. Bianchi was Head of Special Situations at the CDC Group from 2018 to 2020 and at BlueCrest Capital Management from 2007 to 2016. Ms. Bianchi holds a Master’s degree in finance from the University of Pennsylvania – Wharton Business School, and a Bachelor of Arts degree in Economics from George Washington University.

Jordan Neeser has served as our Chief Financial Officer since November 21, 2022. Since June 2024, he has served as a Director of Cordoba Minerals Corp. (TSXV). Mr. Neeser is a finance executive with over twenty years of experience in financial reporting, corporate development, and corporate finance, primarily in the mining sector. From March 2021, Mr. Neeser served as Chief Financial Officer and Corporate Secretary at Gold Standard Ventures (TSX) until it was acquired by Orla Mining (TSX:OLA) in August 2022. He also served as Chief Financial Officer of Conifex Timber Inc. (TSX:CFF) from December 2018 to March 2021, and spent eight years with First Quantum (TSX:FM) as both Group Controller and

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Director, Business Development. Mr. Neeser started his career with KPMG, as a Chartered Public Accountant, Chartered Accountant, and holds a Bachelor of Commerce degree from the University of British Columbia, Vancouver, Canada.

Quentin Markin has served as our Executive Vice President, Business Development and Strategy Execution since January 1, 2023. Since September 2023, he has served as a Director of Cordoba Minerals Corp. (TSXV). Mr. Markin is a seasoned mining lawyer with over twenty years of experience, all with the Canadian firm Stikeman Elliott LLP, where he had been a partner since 2008. Over his career, he has lived and practiced in the world’s mining centers — Sydney, London, Vancouver and Toronto. Mr. Markin’s practice focused on M&A, project development and financing matters for mining companies globally and has been recognized by international legal consultancy Chambers for eleven years as a mining law expert. Prior to joining the Company, Mr. Markin acted as legal counsel for the Company since its inception, as well as other Ivanhoe group companies, including Ivanhoe Mines, but also senior producers, junior exploration companies, and investment banks. His notable transactions outside of the Ivanhoe Group include the 2007 Cdn$1.2 billion initial public offering of Franco-Nevada and the 2015 acquisition by OceanaGold of Romarco Minerals and its Haile Gold Mine located in South Carolina for around Cdn$856 million. Mr. Markin received his Bachelor of Law Degree from the University of Ottawa, Canada, and holds an M.A. in International Relations from the Norman Patterson School of International Affairs, Ottawa, Canada.

Graham Boyd has served as our Senior Vice President, Exploration since August 7, 2023. Previously he served as our Senior Vice President and Vice President, U.S. Projects since November 2022 and June 2021, respectively, to August 2023. Mr. Boyd is a Geologist with over twenty years of base and precious metals experience, having worked principally in Australia, North America and South America and continuingly being responsible for the identification, review, acquisition and execution of numerous exploration projects, particularly those that form our portfolio of projects in the United States. Prior to joining the Company, Mr. Boyd worked various roles including as Principal and Senior Geologist within High Power Exploration Inc. (“HPX”) (now Ivanhoe Atlantic Inc.) since 2013. While with HPX, Mr. Boyd was a leader in the delineation and exploration success of the Alacran and San Matias Cu-Au- Ag deposits in Colombia. Prior to HPX, Mr. Boyd held roles with Ivanhoe Australia and Ivanhoe Mines Mongolia, since 2006. At Ivanhoe Australia, Mr. Boyd was a member of the discovery team for the world’s highest grade Mo-Re deposit, Merlin, and he also was a key contributor to delineation and resource development of the Mount Dore Cu and Mt Elliott- SWAN Cu-Au deposits. Prior to roles in the Ivanhoe Group, Mr. Boyd worked on copper porphyries in British Columbia, and diamond exploration in Nunavut and Quebec. Mr. Boyd holds a Bachelor of Science in Geoscience from the University of Victoria.

Glen Kuntz has served as our Senior Vice President, Mine Development since November 21, 2022. Previously, Mr. Kuntz served as our Chief Technical and Innovation Officer from January 2022 to November 2022. He is also Vice President of Mesa Cobre Corporation, one of our subsidiaries, since April 2022, and a director of Cordoba Minerals Corp. (TSXV) since May 2025. Mr. Kuntz is a Qualified Person, Professional Geologist and mining executive with over thirty years of experience focused on exploration, development and operations (underground and open pit), technology, and studies across a variety of commodities and mining types/methods throughout the Americas, Africa and Australia. Prior to joining the Company, Mr. Kuntz was a consulting specialist geology/mining at Nordmin Engineering Ltd. from March 2018 to January 2022; director of exploration projects at Yamana Gold Inc. from 2015 to 2018; President and Chief Executive Officer from 2012 to 2015 and Chief Operating Officer from 2011 to 2012 of Mega Precious Metals Inc., a successful junior exploration company acquired by Yamana Gold. Mr. Kuntz gained significant development/production experience in a variety of other senior positions with Runge Ltd., Placer Dome Corporation, and Rea Gold Corporation. Mr. Kuntz holds a Bachelor of Science in Geology from the University of Manitoba.

Cassandra Joseph has served as the Company’s General Counsel and Corporate Secretary since February 1, 2023. Ms. Joseph is an accomplished U.S. mining industry legal executive with over twenty years of experience in corporate, environmental and intellectual property law. Since May 2024, she has served as a Director of i-80 Gold Corp. (IAUX;NYSE, IAU:TSX). Ms. Joseph was previously lead independent Director and the Chair of the Corporate Governance Nominations and Compensation Committee of Bunker Hill Mining Corporation from 2020 to 2024 (XCNQ:BNKR). Before joining the Company, Ms. Joseph was Senior Vice President and General Counsel for Nevada Copper in Reno, Nevada from May 2019 to January 2023. Prior to Nevada Copper, she served as Vice President, Associate General Counsel, Corporate Secretary, and Chief Compliance Officer from 2015 to 2019 for Reno, Nevada-based Tahoe Resources prior to its sale to Pan American Silver in May 2019. Ms. Joseph worked in the Nevada Attorney General’s Office, representing the Division of Environmental Protection, the Division of Water Resources, and other agencies within the Department of Natural Resources. She holds a Juris Doctor from Santa Clara University School of Law and a Bachelor of Arts from the University of California, Berkeley.

Stephani Terhorst has served as our Vice President Human Resources since March 1, 2023. Ms. Terhorst is an accomplished human resources and employee benefits professional with over twenty-five years of human resources experience, primarily in the coal and aggregates mining sector. From 2016 to 2022, Ms. Terhorst was the Senior Director of Human Resources and Benefits with NACCO Industries, a coal producer in Dallas, Texas. She served as Director of

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Human Resources for Jennmar Corporation, which manufactures various underground mining products. Ms. Terhorst is a Certified Employee Benefits Specialist, Professional in Human Resources, and Group Benefits Associate certified. She holds a Bachelor's degree in Human Resources Management from the University of Pittsburgh and a Master's degree in Human Resources and Industrial Relations from St. Francis University.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to our employees, directors and officers, in accordance with applicable United States federal securities laws and the corporate governance requirements of the NYSE American. A current copy of the Code of Conduct is available on the Corporate Governance section of our website.

The Board of Directors is responsible for overseeing the Code of Conduct. Any waivers of the Code of Conduct for directors or executive officers must be approved by our Board of Directors and disclosed on Form 8-K within four business days after the occurrence of the event. We expect that any amendments to the Code of Conduct, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website at the address indicated above, which is our recognized channel of communication for investors for purposes of Regulation FD. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Annual Report.

The information required by this item is incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement"), which will be filed with the SEC not later than 120 days after December 31, 2025.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the 2026 Proxy Statement.

Equity Compensation Plan Information

Information about our equity compensation plans at December 31, 2025 was as follows:

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights<br><br>A	Weighted-average exercise price of outstanding options, warrants and rights(1)<br><br>B	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)<br><br>C
Equity compensation plans approved by stockholders (2022 LTIP)	7,120,027(2)	$12.83	14,757,072(3)
Equity compensation plans not approved by stockholders (2021 LTIP)	1,581,665	$2.49	0
Total	8,701,692	$10.38	14,757,072

(1) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, DSUs or PSUs since RSUs, DSUs and PSUs have no exercise price.

(2) Consists of 5,097,541 shares of common stock issuable upon the exercise of stock options, 1,181,695 shares of common stock deliverable upon settlement of RSUs, 162,266 shares of common stock deliverable upon settlement of DSUs, and 678,525 shares of common stock deliverable upon settlement of PSUs, assuming that PSUs vest at target. The number of PSUs that vest is based on performance criteria and ranges between zero times to two times the target number of PSUs.

(3) Shares available for issuance under the 2022 LTIP, which may be used for any type of award authorized under the 2022 LTIP, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, other stock or cash-based awards, and dividend equivalents. The number of shares available for issuance under the 2022 LTIP Plan is subject to (i) an annual increase on the first day of each year ending in 2032 equal to the lesser of (A) five percent (5%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board, and (ii) increase by the amount, if any, equal to the number of awards under the 2021 LTIP that terminate, expire or lapse for any reason without the delivery of shares of common stock to the holder thereof or are repurchased by the Company at the original purchase price thereof. The Board elected to waive the annual increase that would otherwise have taken effect on January 1, 2026.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the 2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services

Our independent registered public accounting firm is Deloitte LLP (PCAOB ID No. 1208).

The information required by this item is incorporated by reference to the 2026 Proxy Statement.

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Part IV

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. The following financial statement schedule is presented below.

Schedule II - Valuation and Qualifying Accounts

Financial statement schedules other than the above have been omitted because they are not applicable.

Schedule II - Valuation and Qualifying Accounts (in thousands)

	Balance at beginning of year		Charged to expense		Charged to other accounts		Balance at end of year
Provision for expected credit loss
Year ended December 31, 2025	$	—	$	10,304	$	—	$	10,304
Year ended December 31, 2024	—		—		—		—
Year ended December 31, 2023	—		—		—		—
Deferred income tax valuation allowance
Year ended December 31, 2025	$	139,953	$	—	$	29,966	$	169,919
Year ended December 31, 2024	117,154		—		22,799		139,953
Year ended December 31, 2023	71,063		—		46,091		117,154

(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 9, 2025
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

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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					*
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
10.11#	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 (Maaden) dated May 15, 2023	8-K	001-41436	10.1	May 15, 2023
10.17^	Common Stock Subscription Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Maaden) dated October 23, 2023	8-K/A	001-41436	10.1	October 24, 2023
10.18	Investor Rights Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Maaden) dated July 6, 2023	10-Q	001-41436	10.9	August 14, 2023
10.19	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 (Maaden) dated July 6, 2023	10-Q	001-41436	10.10	August 14, 2023
10.20	Amendment to Shareholders’ Agreement in Respect of Maaden Ivanhoe Electric Exploration and Development Company dated November 1, 2023	10-K	001-41436	10.20	February, 26, 2024
10.21	Amendment #2 (Revised) to Shareholders’ Agreement in respect of Ma’aden Ivanhoe Electric Exploration and Development Limited Company, dated June 25, 2025	8-K	001-41436	10.1	October 21, 2025
10.22##	Purchase, Sale and Investment Agreement	8-K	001-41436	10.1	October 15, 2024
10.23##	VRB China Joint Venture Agreement	8-K	001-41436	10.2	October 15, 2024
10.24	Cooperation Agreement	8-K	001-41436	10.3	October 15, 2024
10.25##	Exploration Alliance Agreement dated May 7, 2024	8-K	001-41436	10.1	May 8, 2024
10.26=	Strategic Advisory Services Agreement between Cordoba Minerals Corp. and Robert Friedland dated December 3, 2020	10-K	001-41436	10.49	February 26, 2024
10.27	Underwriting Agreement dated as of September 14, 2023	8-K	001-41436	1.1	September 14, 2023
10.28	Underwriting Agreement dated as of February 12, 2025	8-K	001-41436	1.1	February 12, 2025
10.29	Underwriting Agreement Dated as of October 22, 2025	8-K	001-41436	1.1	October 22, 2025
10.30##^	Commercial Sale Offer and related Purchase Order dated May 8, 2025	8-K	001-41436	10.1	May 8, 2025
10.31	Waiver and Amending Agreement dated February 10, 2026	8-K	001-41436	10.1	February 10, 2026
10.32##	Credit Agreement dated as of December 12, 2025 between Mesa Cobre Holding Corporation, as Borrower, National Bank of Canada as Administrative Agent and Collateral Agent and the Lenders party thereto.	8-K	001-41436	10.1	December 15, 2025

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10.33=	Ivanhoe Electric Inc. Equity Incentive Plan	S-1	333-265175	10.15	May 24, 2022
10.34=	Long Term Incentive Plan	S-1	333-265175	10.16	June 21, 2022
10.35=	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
10.36=	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
10.37=	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
10.38=	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
10.39=	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
10.40=	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
10.41=	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
10.42=	Form of Non-Employee Director Deferred Stock Unit Award Agreement (3-year grant)	10-K	001-41436	10.30	March 14, 2023
10.43=	Form of Non-Employee Director Deferred Stock Unit Award Agreement (annual grant)	10-K	001-41436	10.31	March 14, 2023
10.44=	Form of Non-Employee Director Deferred Share Unit Award Agreement	10-Q	001-41436	99.1	August 14, 2023
10.45=	Form of Non-Employee Director Deferred Share Unit Award Agreement (without election)	10-K	001-41436	10.35	February 26, 2024
10.46=	Form of Performance Share Unit Award Agreement (3-year cliff vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan					*
10.47=	Cordoba Minerals Corp. Amended Long Term Incentive Plan	10-KA	001-41436	10.39	February 28, 2025
10.48=	Cordoba Minerals Corp. Amended Stock Option Plan	10-KA	001-41436	10.40	February 28, 2025
10.49=	VRB Energy Inc. (formerly JD Holding Inc.) Stock Option Plan	10-K	001-41436	10.38	February 26, 2024
10.50=	VRB Energy USA Inc. 2025 Stock Option Plan					*
10.51=	Computational Geosciences Inc. Amended & Restated 2011 Incentive Stock Option Plan	10-Q	001-41436	10.3	August 7, 2024
10.52	Form of Indemnification Agreement	S-1	333-265175	10.19	June 21, 2022
10.53	Form of Director Indemnification Agreement	8-K	001-41436	Schedule 6 of 10.1	May 15, 2023
10.54=	Employment Agreement between the Ivanhoe Electric Inc. and Taylor Melvin dated October 21, 2022	10-Q	001-41436	10.1	November 14, 2022
10.55=	Employment Agreement between Ivanhoe Electric Inc. and Jordan Neeser dated November 17, 2022	8-K	001-41436	10.2	November 21, 2022
10.56=	Executive Employment Agreement dated December 30, 2022 between the Company and Stephani Terhorst	10-K	001-41436	10.43	February 26, 2024
10.57=	Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph	10-Q	001-41436	10.2	May 15, 2023
10.58=	Second Amended and Restated Executive Employment Agreement dated February 25, 2025 between the Company and Glen Kuntz					*
10.59=	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
10.60=	Amended Executive Employment Agreement dated February 25, 2025 between the Company and Graham Boyd					*
10.61=	Annual Compensation Letter- Robert Friedland	8-K	001-41436	10.1	May 9, 2024
10.62=	Amended Annual Compensation Letter- Robert Friedland					*
14.1	Code of Ethics					*
19.1	Insider Trading Policy					*
21.1	Subsidiaries of the Registrant					*
23.1	Consent of Deloitte LLP					*

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23.2	Qualified Person Consent of Brian Cole for the NI 43-101 Technical Report titled “Pinaya Gold- Copper Project Technical Report” with an effective date of April 26, 2016	*
23.3	Qualified Person Consent of Ronald G. Simpson for the 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 of BBA USA Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.5	Qualified Person Consent of Burns & McDonnell Engineering Company Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.6	Qualified Person Consent of Fluor Canada Ltd. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.7	Qualified Person Consent of Geosyntec Consultants, Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.8	Qualified Person Consent of Haley & Aldrich, Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.9	Qualified Person Consent of INTERA Incorporated for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.10	Qualified Person Consent of KCB Consultants Ltd. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.11	Qualified Person Consent of Life Cycle Geo, LLC for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.12	Qualified Person Consent of Met Engineering, LLC for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.13	Qualified Person Consent of Paterson & Cooke USA, Ltd. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.14	Qualified Person Consent of Stantec Consulting Services Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.15	Qualified Person Consent of Tetra Tech, Inc. for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025	*
23.16	Qualified Person Consent of Glen Kuntz	*
23.17	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	*

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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	S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona, Prepared by: Fluor Canada Ltd., BBA USA Inc., Burns & McDonnell Engineering Company, Inc., Geosyntec Consultants, Inc., Haley & Aldrich, Inc., INTERA Incorporated, KCB Consultants Ltd., Life Cycle Geo, LLC, Met Engineering, LLC, Paterson & Cooke USA, Inc., Stantec Consulting Services Inc., and Tetra Tech, Inc., dated June 23, 2025	8-K	001-41436	96.1	June 23, 2025
97.1	Ivanhoe Electric Inc. Clawback Policy					*
99.1##	Collaboration and Exploration Agreement					*
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.

Item 16. Form 10-K Summary

None.

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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 23, 2026	/s/ Taylor Melvin
	Taylor Melvin
	Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert Friedland	Executive Chairman of the Board of Directors	February 21, 2026
Robert Friedland
/s/ Taylor Melvin	Chief Executive Officer, President and Director	February 23, 2026
Taylor Melvin	(Principal Executive Officer)
/s/ Jordan Neeser	Chief Financial Officer (Principal Financial Officer	February 23, 2026
Jordan Neeser	and Principal Accounting Officer)
/s/ Russell Ball	Director	February 20, 2026
Russell Ball
/s/ Sofia Bianchi	Director	February 20, 2026
Sofia Bianchi
/s/ Victoire de Margerie	Director	February 20, 2026
Victoire de Margerie
/s/ Hirofumi Katase	Director	February 20, 2026
Hirofumi Katase
/s/ Patrick Loftus-Hills	Director	February 20, 2026
Patrick Loftus-Hills
/s/ Priya Patil	Director	February 20, 2026
Priya Patil
/s/ Ronald Vance	Director	February 21, 2026
Ronald Vance

153

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 20, 2026, there were 157,422,644 of common stock outstanding which were held of record by 85 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 at least a majority 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 at least a majority 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

WARRANT AGENT AGREEMENT

WARRANT AGENT AGREEMENT, dated as of February 14, 2025 (“Agreement”), between Ivanhoe Electric Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust”), collectively as Warrant Agent.

R E C I T A L S

WHEREAS, pursuant to an effective registration statement, SEC File No. 333-273195, and a prospectus supplement dated February 12, 2025 the Company (i) will issue 10,256,411 warrants (each whole warrant, a “Warrant” and, collectively, the “Warrants”), with each whole Warrant exercisable to purchase one share of Common Stock, and (ii) may issue up to an additional 1,538,461 Warrants pursuant to an option granted to the underwriters pursuant to the Underwriting Agreement. Each whole Warrant entitles the holder (the “Holders” which term shall include a Holder’s transferees, successors and assigns) to purchase one share of Common Stock until February 14, 2026 upon the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Offering, the Company and the Warrant Agent wish to enter into this Agreement and set forth the terms and conditions of the Warrants pursuant to the form attached hereto as Exhibit B (the “Warrant”); and

WHEREAS, the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent and registrar, the delivery of the Warrant Shares (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1.    Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a)“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(b)“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.

(c)“Exercise Notice” means with respect to the exercise of a Warrant, a form of election to purchase Common Stock in substantially the form attached as the Notice of Exercise Form annexed to the Warrant attached hereto as Exhibit B.

(d)“Exercise Price” means the price per share as set forth in the Warrant, as may be adjusted from time to time as described in the Warrant.

(e)“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(f)“Underwriting Agreement” means the underwriting agreement dated February 12, 2025 between the Company and BMO Capital Markets Corp., as representative of the several underwriters.

(g)“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

Section 2.    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and conditions (and no implied terms and conditions) set forth herein, and the Warrant Agent hereby accepts such appointment. The fee schedule for the Warrant Agent’s services under this Agreement shall be as delivered by the Warrant Agent to the Company prior to the date hereof(the “Fee Schedule”). The Company may from time to time appoint such Co-warrant agents as it may, in its sole discretion, deem necessary or desirable upon 10 days’ prior written notice to the Warrant Agent. The Warrant Agent shall have no duty to supervise, and shall in no event be liable for the acts or omissions of any such Co-warrant agent.

Section 3.    Book-Entry Warrants.

(a)The Warrants shall be issuable in book-entry form. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Warrant Agent or its nominee for each Warrant or (ii) institutions that have accounts with the Warrant Agent.

(b)If the Warrant Agent subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other arrangements for book-entry settlement or may instruct the Warrant Agent to deliver to each Holder a Warrant certificate in the form attached as Exhibit B hereto.

Section 4.    Terms and Conditions of Warrants; Effect of Countersignature. The terms and conditions of the Warrants are set forth in the Warrant attached as Exhibit B hereto (the “Terms and Conditions”). This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in the Terms and Conditions, as it may from time to time be amended, this Agreement shall prevail. The Company

shall not amend any provisions of the Terms and Conditions without the prior consent of the Warrant Agent, not to be unreasonably withheld or delayed. If represented by a physical

certificate, unless and until countersigned by the manual, facsimile or other electronic signature of the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

Section 5.    Transfer of Warrants.

(a)A Holder of a Warrant may transfer or assign its Warrant pursuant to the Terms and Conditions upon delivery of written notice (duly executed by such Holder or its agent or attorney) and funds sufficient to pay any transfer taxes or charges payable upon the making of such transfer to the Warrant Agent at the office of the Warrant Agent designated for such purpose, or to the office of one of its agents as may be designated in writing by the Warrant Agent and accompanied by appropriate instructions for transfer. If any such notice is delivered to the Company, the Company will promptly forward the notice to the Warrant Agent. A party requesting transfer of Warrants or other securities must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

(b)If any Warrant is lost, stolen, mutilated or destroyed, absent notice to the Company and the Warrant Agent of an acquisition by a bona fide purchaser, the Warrant Agent may, upon receipt by Warrant Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, issue, in a form mutually agreed to by Warrant Agent and the Company, a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed, and countersigned by the Warrant Agent. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any person. The Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.

Section 6.    Registration. Upon the receipt of all information from the Company or its agents that the Warrant Agent may reasonably require, the Warrant Agent will keep or cause to be kept, at its office, or at the office of one of its agents, books for registration and transfer of the Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrants, the number of Warrants held by each Holder, and the date on which the Warrant was granted to such Holder. The Warrant Agent will create a special account for the issuance of the Warrants.

Section 7.    Exercise of Warrants.

(a)Subject to the Terms and Conditions (including, without limitation, the limitations set forth in Section 2 of the Warrant and Section 7(c) herein), the Holder of a Warrant may exercise the Warrant, in whole or in part, at the Holder’s election at any

time on or after the Initial Exercise Date (as defined in the Warrant) and before the Termination Date (as defined in the Warrant). The Holder shall exercise the Warrant, in each case, by delivery of an executed Exercise Notice to the Warrant Agent (or to the

Company if the exercise is made pursuant to a cashless exercise pursuant to Section 2(c) of the Warrant) of the Holder’s election to exercise the Warrant and payment of the Exercise Price, which may be made, at the option of the Holder, by check delivered to the Warrant Agent at the office of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of immediately available funds to the account of the Warrant Agent set forth on Exhibit A hereto. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company. If permitted by the Terms and Conditions (including Section 2(c) of the Warrant), the Holder of a Warrant may exercise the Warrant by cashless exercise, in whole or in part, upon delivery of an executed Exercise Notice to the Company. Upon receipt of an Exercise Notice for a cashless exercise, the Company shall calculate and transmit to the Warrant Agent within one

(1) Business Day (and the Warrant Agent shall have no obligation under this Agreement to calculate) the number of Warrant Shares issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). The Warrant Agent shall have no duty or obligation under this Agreement or the Warrant to calculate, confirm, investigate or verify the accuracy of the correctness of, the number of Warrant Shares issuable in connection with any exercise hereunder.

(b)Upon receipt by the Warrant Agent of the Exercise Notice and the Exercise Price as described in Section 7(a) above, or the Cashless Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to or upon the order of the Holder of such Warrant, registered in such name or names as may be designated by such Holder by (x) in the event of a cash exercise, within the time period set forth therefor in the Warrants (each such date, the “Delivery Date”); provided, however, that the Warrant Agent shall not be liable to any Person for any liquidated damages or any other damages associated with the Company’s failure to deliver the Warrant Shares by the Delivery Date. Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (the “Depository”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to and resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system.

(c)A Holder of a Warrant shall not have the right to exercise any portion of the Warrant to the extent that, after giving effect to such issuance, the Holder (together with the Holder’s affiliates and any other persons acting as a group together with the

Holder or any of the Holder’s affiliates), would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant; provided, however, that if the Holder (or a controlling Affiliate of the Holder) is

already subject to Section 16 of the Exchange Act with respect to the Company’s Common Stock prior to giving effect to this Warrant, such limitation shall be 14.99% in lieu of 4.99%. A Holder, upon not less than 61 days’ prior notice to the Company (which notice may not be waived), may increase or decrease the limitation set forth in this Section 7(c) to the extent permitted by Section 2(e) of the Warrant, provided that the limitation in no event exceeds 14.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the Holder. Upon receipt of any notice to increase the applicable limitation applicable to a Holder, the Company shall deliver a copy of such notice to the Warrant Agent within five (5) Business Days.

Section 8.    Certain Representations; Reservation and Availability of Shares of Common Stock.

(a)This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants and the Warrant Shares upon issuance have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.

(c)The Company shall provide an opinion of counsel prior to the Warrant Agent setting up a reserve of Warrants and Common Stock to be used in connection with the exercise of the Warrants stating that (i) Warrants or such shares of Common Stock were offered, sold or issued as part of an offering that was registered in compliance with the Securities Act of 1933 (the “1933 Act”), as amended, or are exempt from such registration and the shares are “covered securities” under Section 18 of the 1933 Act, and

(ii) such shares will be validly issued, fully paid and non-assessable upon exercise of the Warrants in accordance with their terms.

(d)The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares, but neither the Company nor Warrant Agent shall be obligated to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent shall not register any transfer or issue or deliver any Warrant certificate(s) or Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.

Section 9.    Common Stock Record Date. Each person in whose name any certificate for shares of Common Stock is issued (or to whose prime broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, (x) in the event of a cashless exercise, the date on which the Company receives the Cashless Exercise Notice or (y) in the event of an exercise for cash, the later of (A) the date on which the Warrant Agent receives such Exercise Notice or (B) the date on which the Warrant Agent receives the Exercise Price; provided, however, that if the date of such submission, payment and submission is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.

Section 10.    Adjustment of Exercise Price, Number of Shares of Common Stock or Number of Warrants. The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in the Terms and Conditions (“Adjustment Events”). The Company hereby agrees that it will provide the Warrant Agent with reasonable written notice of Adjustment Events. The Company further agrees that it will provide the Warrant Agent with any new or amended exercise terms. The Warrant Agent shall have no obligation under this Agreement to determine whether an Adjustment Event has occurred or to calculate any of the adjustments set forth herein.

Section 11.    Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in the Terms and Conditions, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent a copy of such certificate and (c) instruct the Warrant Agent to mail, at the expense of the Company, such certificate to each holder of a Warrant.

Section 12.    Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, the Company shall effect any Fundamental Transaction, as such term is used in the Terms and Conditions, the Company shall

instruct the Warrant Agent to mail by first class mail, postage prepaid, to each Holder of a Warrant, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments as set forth in the Terms and Conditions. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities or other property receivable upon

exercise of warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 12 shall similarly apply to successive Fundamental Transactions.

Section 13.    Concerning the Warrant Agent.

(a)The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by it hereunder in accordance with the Fee Schedule, and, from time to time, to reimburse the Warrant Agent its reasonable expenses and reasonable counsel fees and other disbursements and advances incurred by the Warrant Agent in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder.

(b)The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel), which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from any action taken, suffered or omitted by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final, non- appealable judgment of a court of competent jurisdiction).

(c)Notwithstanding anything in this Agreement to the contrary, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Warrant Agent will not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Warrant Agent will be fully protected and will incur no liability for failing to take any action in connection therewith unless and until it has received such notice.

(d)Subject to Section 13(j), the Warrant Agent shall be liable for losses or damage to the Company directly attributable to the Warrant Agent’s gross negligence,

bad faith or willful misconduct (each as determined in a final non-appealable judgment of a court of competent jurisdiction) in the performance of its obligations hereunder.

(e)Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. For the purposes of this Section 13, the terms “expense” or “loss” mean any amount paid or payable to satisfy any claim, demand,

action, suit or proceeding, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

(f)Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing.

(g)All funds received by the Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of services under this Agreement (the “Funds”) shall be held by Computershare Inc. as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare Inc. in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare Inc. will hold the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody's Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare Inc. shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare Inc. may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare Inc. shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.

(h)In the event of a cash exercise of the Warrants, the Company shall instruct the Warrant Agent as to the cost basis for the newly issued shares. In the event of a cashless exercise of the Warrants, the Company shall instruct the Warrant Agent as to the cost basis for the newly issued shares at the time of the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification.

(i)From time to time, the Warrant Agent may request funding to cover any fractional payments. The Warrant Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.

(j)Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to

Warrant Agent as fees and charges, but not including reimbursable expenses of the Warrant Agent, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought.

The provisions of this Section 13 and Section 15 shall survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation, replacement or removal of the Warrant Agent.

Section 14.    Purchase or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such entity would be eligible for appointment as a successor Warrant Agent under the provisions of Section 16.

Section 15.    Duties of Warrant Agent. The Warrant Agent undertakes the express duties and obligations imposed by this Agreement upon the following terms and conditions (and no duties or obligations shall be inferred), by all of which the Company and the Holders of Warrants, by their acceptance thereof, shall be bound:

(a)The Warrant Agent shall not be accountable with respect to the validity, value, kind or amount of any Warrant Shares, securities or property which may be issued or delivered at any time upon the exercise of any Warrant and makes no representation with respect thereto.

(b)The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.

(c)The Warrant Agent may consult with its legal counsel, and the advice or opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent and the Warrant Agent shall not incur any liability for or in respect of any action taken or omitted by it in the absence of bad faith and in accordance with such advice or opinion.

(d)Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by written (including electronic) instructions of the Chief Executive Officer or President of the Company or by the Chief Financial Officer of the Company and delivered to the Warrant Agent; and such certificate shall be full authentication to the Warrant Agent for any action taken, omitted or suffered by it, in the absence of bad faith, under the provisions of this Agreement in reliance upon such writing.

(e)The Warrant Agent may rely on, and will be held harmless and protected and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document from the Company with respect to any matter relating to its acting as Warrant Agent hereunder believed by it to be genuine and to have been signed or presented by the proper Person or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder. The Warrant Agent need not investigate any fact or matter stated in such paper or document.

(f)The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(g)The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

(h)The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in the Warrant; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common Stock or Warrant Shares required under the provisions of Section 7, Section 10, Section 12 and the Warrant or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrants after actual notice of any adjustment of the Exercise Price); nor shall it be liable for any liquidated damages or any other damages associated with the Company’s failure to timely deliver Warrant Shares pursuant to the terms of the Warrants; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or

reservation of any shares of Common Stock to be issued pursuant to this Agreement or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.

(i)The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agreement.

(j)The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer or the Chief Financial Officer of the Company, may apply to such officers for advice or instructions in connection with its duties, and may consult with legal counsel for the Warrant Agent with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent shall not be liable and shall be indemnified and held harmless for any action taken, omitted or suffered to be taken by it in accordance with instructions of any officer of the Company, provided the Warrant Agent carries out such instructions without gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company.

(k)The Warrant Agent and any shareholder, director, officer, manager, member or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

(l)The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof.

(m)The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable regulation or law.

(n)The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants.

(o)The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants.

(p)The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.

(q)In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action so long as the Warrant Agent promptly notifies the Company of such ambiguity or uncertainty, and shall be fully protected and shall not be liable in any way to Company, the Holder of any Warrant or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.

Section 16.    Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock in accordance with Section

18. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company will be responsible for sending any required notice(s). The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the holders of the Warrants by first- class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant, then the Holder of any Warrant may apply to any court of

competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a Person organized and doing business under the laws of the United States or of a state thereof, in good standing and which is authorized under such laws to exercise corporate trust or stock transfer powers. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrants. However, failure to give any notice provided for in this Section 16, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Section 17.    Warrant Exercise Solicitation. From time to time, the Company may engage one or more registered broker-dealer(s) to act as the Company’s agent for the solicitation of the exercise of the Warrants. If so engaged, the Company will provide the Warrant Agent with written notice of the engagement.

Section 18.    Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant certificate to or on the Company,

(ii)subject to the provisions of Section 16, by the Company or by the Holder of any Warrant certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant certificate, shall be deemed given (a) on the date delivered, if delivered personally, (b) when deposited with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) when mailed with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via email attachment (other than to the Warrant Agent) at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via email attachment (other than to the Warrant Agent) on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Warrant Agent, to: Computershare Inc.

Computershare Trust Company, N.A. 150 Royall Street, Suite 101

Canton, MA 02021 Attention: Client Services

If to the Company, to:

Ivanhoe Electric Inc.

450 E Rio Salado Parkway, Suite 130 Tempe, Arizona 85281

Attention: General Counsel

email: cassandra@ivnelectric.com

Notwithstanding anything to the contrary herein, for any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such email.

Section 19.    Supplements and Amendments.

(a)The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Warrant certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Holders of Warrants.

(b)In addition to the foregoing, in accordance with the Terms and Conditions, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the holders of the Warrants. No amendment, supplement or other modification to this Agreement shall be effective unless duly executed by the Warrant Agent and the Company. As a condition precedent to the Warrant Agent’s execution of any amendment to this Agreement, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the Terms and Conditions have been duly amended pursuant to the terms thereof and that the proposed amendment to the Agreement is compliant with this Section 19 and Terms and Conditions, as amended; provided, however, that the Warrant Agent shall not be obligated to execute any supplement or amendment that adversely affect its rights, duties or obligations or immunities hereunder.

Section 20.    Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 21.    Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrants.

Section 22.    Governing Law. This Agreement and each Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without

giving effect to the conflicts of law principles thereof. The Company and each holder of Warrants hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of New York, over any suit, action or proceeding arising out of or relating to this Agreement. The Company and each holder of Warrants acknowledge that the forum designated by this Section 22 has a reasonable relation to this Agreement and to such Persons’ relationship with one another. The Company and each holder of Warrants hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in this Section 22. The Company and each holder of Warrants undertake not to commence any action subject to this Agreement in any forum other than the forum described in this Section 22. The Company and each holder of Warrants agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Section 23.    Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the Fee Schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

Section 24.    Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

Section 25.    Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 2.    Severability. If any provision of this Agreement shall be held illegal, invalid or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed binding and enforceable to the full extent permitted by applicable law; provided, that if such invalid or unenforceable term affects the rights, duties, obligations or liabilities of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately.

Section 3.    Customer Identification Program. The Company acknowledges that the Warrant Agent is subject to the customer identification program (“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations, and that the Warrant Agent must obtain, verify and record information that allows the Warrant Agent to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Warrant Agent may request information from the Company that will help the Warrant Agent to identify

the Company, including without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that the Warrant Agent deems necessary. The Company agrees that the

Warrant Agent cannot accept an appointment hereunder unless and until the Warrant Agent verifies the Company’s identity in accordance with the Customer Identification Program requirements.

Section 4.    Force Majeure. Notwithstanding anything to the contrary contained herein, neither Warrant Agent nor the Company shall be liable for, or considered to be in breach of or default under this Agreement (including Section 13) on account of any delay or failure to perform its obligations hereunder due to causes beyond such party’s reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, pandemics, epidemics, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

IVANHOE ELECTRIC INC.

By: /s/ Cassandra Joseph     Name: Cassandra Joseph

Title: General Counsel and Corporate Secretary

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST

COMPANY, N.A., as Warrant Agent On behalf of both parties

By:     Name:

Title:

[Signature Page to Warrant Agent Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

IVANHOE ELECTRIC INC.

By:     Name:

Title:

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST

COMPANY, N.A., as Warrant Agent On behalf of both parties

By: /s/ Collin Ekeogu

Name: Collin Ekeogu

Title: Sr Manager, Corporate Actions

[Signature Page to Warrant Agent Agreement]

EXHIBIT A

WIRE INSTRUCTIONS

REDACTED

EXHIBIT B

FORM OF WARRANT

See attached.

-2-

COMMON STOCK PURCHASE WARRANT IVANHOE ELECTRIC INC.

Warrant No.: W-[•]    Initial Exercise Date: February 14, 2025

CUSIP: 46578C116    Issue Date: February 14, 2025

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on February 14, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ivanhoe Electric Inc., a Delaware corporation (the “Company”), up to one (1) share (as subject to adjustment and certain limitations hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company with a mailing address of 150 Royall Street, Suite 101, Canton, Massachusetts 02021, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of Warrants representing not less than a majority of the Common Stock obtainable upon exercise of all such Warrants then outstanding, and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrant Agent” means Computershare Inc. and Computershare Trust Company, N.A., collectively as Warrant Agent, or such other warrant agent as may be appointed pursuant to the Warrant Agent Agreement.

“Warrant Agent Agreement” means that certain warrant agent agreement, dated as of February 14, 2025, between the Company and the Warrant Agent, and any successor agreement thereto.

“Warrants” means the substantially identical warrants initially issued by the Company on or about the date first written above and having the same exercise price as this Warrant.

Section 2.    Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Warrant Agent (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the

Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto and, within three (3) Trading Days of the date said Notice of Exercise is delivered to the Warrant Agent, payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Warrant Agent. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $7.00, subject to adjustment hereunder (the “Exercise Price”).

c)Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant (or portion thereof if a partial exercise) in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

d)Mechanics of Exercise.

i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that the Company shall not be obligated to deliver Warrant Shares hereunder unless the Company has received the aggregate Exercise Price on or before the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise the Holder shall be deemed for all purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided, that payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within one Trading Day of delivery of the Notice of Exercise.

ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round down to the next whole share.

iv.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder in compliance with applicable securities laws; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares (it being understood that the foregoing does not obligate the Company to process Notices of Exercise same-day).

v.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and

the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant; provided, however, that if the Holder ( or a controlling Affiliate of the Holder) is already subject to Section 16 of the Exchange Act with respect to the Company’s Common Stock prior to giving effect to this Warrant, such limitation shall be 14.99% in lieu of 4.99%. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 14.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3.    Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a stock distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged; provided, that the Exercise Price of this Warrant shall not be less than the par value of the Common Stock. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)Subsequent Rights Offerings. In addition to any adjustments pursuant to the other subsections of this Section 3, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completed exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

d)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a reclassification under Section 3(a)), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, in lieu thereof (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such

Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

e)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)Notice to Holder.

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder a notice setting forth the Exercise Price

after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause notice to be sent to the Holder at its last address, facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.    Transfer of Warrant.

a)Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with

a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant, in the event that the Warrant is not in electronic form, to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within one

(1)Trading Day of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney (along with a medallion signature guarantee in the case of Warrants that are not held in global form through The Depositary Trust Company or any successor depositary, if requested by the Company or the Warrant Agent). Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)Warrant Agent Agreement. The Holder acknowledges that this Warrant was issued pursuant to, and is subject to the terms of, the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of the provisions of the Warrant Agent Agreement shall prevail.

Section 5. Miscellaneous.

a)No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d)Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will

(i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, other than pursuant to federal securities laws, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of this Warrant certificate to or on the Company, (ii) by the Company or by the Warrant Agent to the Holder of this Warrant certificate, shall be deemed given (a) on the date delivered, if delivered personally, (b) when deposited with Federal Express or other recognized overnight courier, if sent by Federal Express or other recognized overnight courier, (c) when mailed with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via email attachment (other than to the Warrant Agent) at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via email attachment (other than to the Warrant Agent) on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or such other address for a party as shall be specified by like notice):

If to the Holder, to the address for such Holder maintained in the Warrant Register or as otherwise communicated to the Company or Warrant Agent in writing.

If to the Company, to:

Ivanhoe Electric Inc.

450 E Rio Salado Parkway, Suite 130 Tempe, Arizona 85281

Attention: General Counsel

email: cassandra@ivnelectric.com If to the Warrant Agent, to:

Computershare Trust Company, N.A. 150 Royall Street

Canton, MA 02021 Attention: Client Services

Notwithstanding anything to the contrary herein, for any noticed delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such email.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)Amendment. The provisions of this Warrant and all of the other Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Persons holding Warrants representing not less than two-thirds

of the Common Stock obtainable upon exercise of all such Warrants then outstanding; provided, that the number of Warrant Shares subject to this Warrant, the Exercise Price, the Initial Exercise Date and the Termination Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Holder. Any such amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants whether or not they have consented (except only for those amendments that, pursuant the preceding sentence, require the written consent of the Holder).

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

IVANHOE ELECTRIC INC.

By:     Name:

Title:

IN WITNESS WHEREOF, the Warrant Agent has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST COMPANY, N.A., as

Warrant Agent

On behalf of both parties

By:     Name:

Title:

NOTICE OF EXERCISE

TO:    IVANHOE ELECTRIC INC.

(1)The undersigned hereby elects to purchase     Warrant Shares of the Company

pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or

[ ] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

(4)The undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby, the undersigned will not own in excess of the number of shares of Common Stock permitted to be owned under Section 2(e) of this Warrant to which this notice relates.

[SIGNATURE OF HOLDER]

Name of Investing Entity:          Signature of Authorized Signatory of Investing Entity:      Name of Authorized Signatory:      Title of Authorized Signatory:      Date:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED,     all of or     shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

whose address is

.

Dated:     ,

Holder’s Signature:

Holder’s Address:

Document

SECURED PROMISSORY NOTE

$82,590,284.00    Casa Grande, Arizona    May 23, 2023

For value received, the undersigned, MESA COBRE HOLDING CORPORATION, a Delaware corporation, with an address of 501 N. Florence St., Suite 102, Casa Grande, Arizona 85122 ("Borrower"), promises to pay to the order of WOLFF-HARVARD VENTURES, LP a Delaware limited partnership, whose address is 17700 N Pacesetter Way, Suite 100, Scottsdale, Arizona 85255 ("Holder"), the principal sum of Eighty-Two Million Five Hundred and Ninety Thousand Two Hundred Eighty-Four Dollars and no cents ($82,590,284.00) with interest thereon from May 23, 2023 (the "Commencement Date") until the date that is fifty-four months following the Commencement Date (the "Maturity Date") at an interest rate of the Prime Rate (as defined below) plus one percent (1%). For purposes hereof, the term "Prime Rate" means, for any day, an interest rate per annum equal to the interest rate set forth in The Wall Street Journal as the Prime Rate (or an equivalent rate) for such day, or, if such interest rate shall not be so set forth for such day, for the then most recent day for which such interest rate is so set forth; provided, that if such interest rate shall be less than zero, the Prime Rate shall be deemed to be zero for purposes of this Note.

Interest shall accrue daily on the outstanding principal balance and shall be calculated on the basis of a 365-day year.

Borrower shall make payments of principal and interest of this Secured Promissory Note (this

"Note") to Holder as follows:

1.On or before the date that is six (6) months following the Commencement Date, Borrower shall pay Thirty-Four Million Two Hundred and Sixty-Five Thousand Dollars ($34,265,000.00), plus then current accrued interest, in immediately available funds.

2.On or before the date that is eighteen (18) months following the Commencement Date, Borrower shall pay Twelve Million Eighty-One Thousand and Three Hundred and Twenty-One 00/100 Dollars ($12,081,321.00), plus then current accrued interest, in immediately available funds.

3.On or before the date that is thirty (30) months following the Commencement Date, Borrower shall pay Twelve Million Eighty-One Thousand and Three Hundred and Twenty-One 00/100 Dollars ($12,081,321.00), plus then current accrued interest, in immediately available funds.

4.On or before the date that is forty-two (42) months following the Commencement Date, Borrower shall pay Twelve Million Eighty-One Thousand and Three Hundred and Twenty-One 00/100 Dollars ($12,081,321.00), plus then current accrued interest, in immediately available funds.

5.On or before the date that is fifty-four (54) months following the Commencement Date, Borrower shall pay the balance of the amount due hereunder, which is Twelve Million Eighty-One Thousand and Three Hundred and Twenty-One 00/100 Dollars ($12,081,321.00), plus then current accrued interest, in immediately available funds.

All payments under this Note shall be in lawful money of the United States of America to Holder via wire instructions confirmed by Holder at least ten (10) business days prior to the applicable due date of payment or in such other manner the Holder may accept or otherwise designate in writing. Payments received under this Note shall be applied: (a) first, to late charges, costs of collection and sums due and payable under this Note; (b) second, to accrued and unpaid interest under this Note; and (c) third, to the

outstanding principal under this Note. The entire principal balance under this Note and accrued but unpaid interest shall be due and payable in full on the Maturity Date. Time is of the essence with respect to the obligations of Borrower under this Note.

Should Borrower shall fail to make any payment required under this Note on or prior to the applicable due date, the Holder will incur extra expenses for the handling of the of the delinquent payment or payments and the loss of the use of the money due, the exact amount of such extra expense being impossible to ascertain. Therefore, the Holder has required and the Borrower has agreed that a charge of two percent (2%) of the past due amount (the "Late Charge") would be a fair approximation of the expense so incurred by Holder for the actual cost, opportunity cost and other costs of the delinquent payments and the loss of the use of the money due. If the past due amount is not paid within five (5) business days of the due date, the Late Charge will increase to five (5) percent (5%).

Notwithstanding the foregoing, the outstanding principal balance and all accrued interest, together with any other amounts owing under this Note, may be prepaid at any time and from time to time without penalty of any kind.

Each of the following will constitute an event of default ("Event of Default"):

(i)Failure by the Borrower to make a payment to Holder when due under this Note; and

(ii)The breach or violation by Borrower of any of the material provisions of the Deed of Trust securing this Note after the expiration of any applicable cure period.

This Note is secured by a Deed of Trust and Assignment of Rents (the "Deed of Trust") of approximately even date herewith executed by Borrower, as trustor, for the benefit of Holder, as beneficiary, to be recorded against the Property.

After any Event of Default under this Note and so long as such default remains uncured, at the option of the Holder upon acceleration of maturity, the unpaid principal sum hereof shall bear interest at the lesser of: (i) the maximum rate allowable by law, and (ii) the rate of twelve percent (12%) per annum.

This Note shall be construed according to the laws of the State of Arizona, without regard to its conflict of law principles and at the option of Lender, the court of competent jurisdiction of the State of Arizona shall have jurisdiction over any action, suit or other proceeding arising out of or relating to any act taken or omitted hereunder or the enforcement of this Note and Borrower shall not assert in any such action, suit or other proceeding that it is not subject to the jurisdiction of such courts, that the action, suit or other proceeding is brought in an inconvenient forum or that the venue of the action, suit or other proceeding is improper.

The Borrower intends and believes that each provision of this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Note is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of this Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provisions was not contained therein, and the rights, obligations and interests of Borrower and Holder under the remainder of this Note shall continue in full force and effect.

Notwithstanding any provision herein, the total liability for payments of interest and in the nature of the interest shall not exceed the limits imposed by the usury laws of the State of Arizona. If Holder,

receives as interest an amount which would exceed such limits, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance and not to the payment of interest and if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted to Borrower by Holder, and Borrower hereby agrees to accept such remittance.

No delay or omission of Holder to exercise any of its rights and remedies under this Note at any time following the occurrence of an Event of Default shall constitute a waiver of the rights of Holder to exercise such right and remedies at a later time by reason of an Event of Default or by reason of any subsequently occurring Event of Default. Time is of the essence as to each payment and other obligations of Borrower under to this Note. The acceptance by Holder of Payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Holder's right to either require prompt payment when due of all other sums payable hereunder or to declare a Event of Default for failure to make prompt payment. This Note, or any payment hereunder, may be extended from time to time only by agreement in writing between Borrower and Holder and any such extension shall not in any way affect the liability and obligations of Borrower under this Note.

The provision of this Note shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Holder and its successors and assigns.

The remedies of Holder as provided in this Note, and the covenants contained herein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Holder, may be exercise as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such rights or remedy. No remedy under this Note, conferred upon or reserved to Holder is intended to be exclusive of any other remedy provided in this Note or provided by law, but each shall be cumulative and shall be in addition to every other remedy given hereunder or not or hereafter existing at law or in equity or by statute.

All notices, requests, and demands which any party is required or may desire to give to any other party under any provision of this Note must be in writing delivered to each party at the address set forth in this Note or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand deliver upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit ii. the U.S. mail, first class and postage prepaid; and (c) if sent by overnight delivery, upon receipt. All prior and contemporaneous agreements, representations, and understandings of the parties, oral or written, are superseded by and merged in this Note.

IN WITNESS WHEREOF, the undersigned has executed this Secured Promissory Note as of the day and year first above written.

BORROWER:

MESA COBRE HOLDING CORPORATION,

a Delaware corporation

/s/ Taylor Melvin

By: Taylor Melvin

Its: Chief Executive Officer

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Document

IVANHOE ELECTRIC INC.

(the “Company”)

2022 LONG TERM INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the 2022 Long Term Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Share Unit Award Agreement (this “Agreement”).

I.NOTICE OF PERFORMANCE SHARE UNIT GRANT

Participant:	[ ]
Grant Date:	[ ]
Total Number of Performance Share Units (“PSUs”):	Target No. of Performance Share Units: [___________]<br><br>Maximum No. of Performance Share Units: [___________]
Performance Period:	The “Performance Period” for this award is January 1, [●] through December 31, [●].

Vesting Conditions:

The number of PSUs that will vest pursuant to this Agreement is determined by the Company’s performance, as measured by Relative Total Shareholder Return, and subject to the Participant’s continuous service with the Company or a Subsidiary through the end of the Performance Period, except as otherwise provided for in this Agreement.

Relative Total Shareholder Return

• To be calculated based on the Company’s total shareholder return ("IE TSR”) over the Performance Period relative to the total shareholder return of the constituents of the S&P/TSX Equal Weight Global Base Metals Index (“Peer TSR”) over the Performance Period.

• “IE TSR” means the total shareholder return of the Company, calculated in the manner determined by the Board, based on the appreciation in the price of the applicable securities on the NYSE American (or, if the Company’s Shares cease to be traded on the NYSE American prior to the end of the Performance Period, such other trading market as may be determined by the Board, or if the Shares cease to be traded on any trading market, based on the fair market value as determined by the Board) during the Performance Period, plus the value of any distributions or dividends on such securities during the Performance Period (which shall be deemed to have been reinvested in additional securities effective on the distribution or dividend date based on the closing price of such securities for purpose of measuring IE TSR). The starting IE TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares on the NYSE American on the first day of the Performance Period, and the ending IE TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares on the NYSE American on the last day of the Performance Period.

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• “Peer TSR” means the total shareholder return of the respective S&P/TSX Equal Weight Global Base Metals Index constituents, calculated in the manner determined by the Board, based on the appreciation in the price of the applicable securities on the relevant listing as used by the Index during the Performance Period, plus the value of any distributions or dividends on such securities during the Performance Period (which shall be deemed to have been reinvested in additional securities effective on the distribution or dividend date based on the closing price of such securities for purpose of measuring Peer TSR). The starting Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the first day of the Performance Period, and the ending Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the last day of the Performance Period.

• For a company to be included as a peer for relative TSR calculation purposes, it must be a constituent of the S&P/TSX Equal Weight Global Base Metals Index for the entirety of the Performance Period. For clarity, if a company is added to the S&P/TSX Equal Weight Global Base Metals Index after the beginning of the Performance Period, or is removed from the S&P/TSX Equal Weight Global Base Metals Index prior to the end of the Performance Period, it will not be included for relative TSR comparison purposes.

• In determining the Company’s share price and those of the constituents of the S&P/TSX Equal Weight Global Base Metals Index at the beginning and end of the Performance Period, a forty-day (40) trailing volume weighted average price will be used.

• The Performance Multiplier will have a range of 0x to 2x for the performance levels as set out in the table below:

Relative TSR Performance Levels	Performance Multiplier
75th percentile IE TSR or higher versus Index constituents (Peer TSR)	2x (Maximum Number of PSUs)
50th percentile IE TSR versus Index constituents (Peer TSR)	1x (Target Number of PSUs)
Below 25th percentile IE TSR versus Index constituents (Peer TSR)	0x

The Performance Multiplier for Relative TSR between the numbers set out above is interpolated on a linear basis. The Board may apply additional adjustments to the Performance Multiplier in extreme circumstances where the outcome is inconsistent with the intent of the Plan.

Notwithstanding the previous paragraph, if the Participant experiences a Termination of Service (as defined in the Plan) prior to the end of the Performance Period, then the PSUs subject to this Agreement shall vest as follows:

(a)Termination Without Cause. If the Company terminates the Participant’s employment without Cause prior to a Change in Control (as both terms are defined in the Participant’s employment agreement) before the end of the Performance Period, a pro rata number of PSUs shall vest at the end of the Performance Period. The pro rata number will be calculated by multiplying the total number of earned PSUs by a fraction, the numerator of which is the total number of days beginning on the Grant Date and ending on the termination date or, if applicable, on the final day of any legally-required notice period, and the denominator of which is the number of days in the Performance Period. The actual number of PSUs vested will be

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determined by the actual Performance Multiplier achieved at the end of the Performance Period measured in accordance with the performance criteria set out in the Vesting Conditions;

(b) Death. If the Participant terminates employment due to death prior to the end of the Performance Period, the Participant will vest in the Target number of PSUs on the date of termination;

(c) Disability. If the Participant terminates by reason of Disability (as defined in the Participant’s employment agreement) prior to the end of the Performance Period, the Participant will vest in the Target number of PSUs on the date of termination;

(d) Change in Control. If the Company terminates the Participant’s employment without Cause or the Participant terminates his employment for Good Reason (as each are defined in the Participant’s employment agreement) in either event within 12 months of a Change in Control, the Participant will vest in the Target number of PSUs on the date of termination;

(e) Termination for Cause. If the Company terminates the Participant’s employment with Cause (as defined in the Participant’s employment agreement) before the end of the Performance Period, all PSUs that have not vested on or prior to the date of termination or within a notice period of up to six months following the date of termination, will be automatically forfeited by the Participant without payment of any consideration therefor.

Upon the Participant’s Termination of Service for reasons other than those specified in paragraphs (a)-(d) above: (i) all PSUs which have not vested prior to or in connection with such Termination of Service or applicable notice period thereafter as provided herein, shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Participant, or the Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder; and (ii) no PSUs which have not vested as of the date on which the Participant incurs a Termination of Service shall thereafter become vested except within a legally-required notice period following the Participant’s Termination of Service.

II. AGREEMENT

1.Grant of PSUs. The Administrator hereby grants to the Participant, effective as of the Grant Date set forth in this Agreement, an award of PSUs under the Plan in consideration of the Participant’s past and/or continued employment with or service to the Company or any Subsidiaries and for other good and valuable consideration. Subject to Article 12 of the Plan, in the event of a conflict between the Plan and this Agreement, the terms and conditions of the Plan shall prevail.

2.Unsecured Obligation to PSUs. Unless and until the PSUs have vested in the manner set forth herein, the Participant will have no right to receive Common Stock under any such PSUs. Prior to actual payment of any vested PSUs, such PSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3.Vesting Conditions. Subject to Section 5 hereof, the PSUs shall vest and become nonforfeitable with respect to the applicable portion thereof according to the Vesting Conditions set forth in this Agreement (rounding down to the nearest whole Share). In the event of any Change in Control (as defined in the Plan), the PSUs may, in the discretion of the Administrator, (i) be terminated, which may be in exchange for cash or property, provided that payment is made

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for vested and unvested PSUs, (ii) be assumed or substituted by the successor corporation or otherwise continued in full force and effect pursuant to the terms of the Change in Control or other transaction, or (iii) be subject to accelerated vesting on such terms and conditions as the Administrator determines.

4.Consideration to the Company. In consideration of the grant of the award of PSUs pursuant hereto, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary.

5.Issuance of Common Stock upon Vesting.

(a)As soon as administratively practicable following the vesting of any PSUs pursuant to Section 3 hereof, but in no event later than March 15 of the year following the year in which the Performance Period ends, the Company shall deliver to the Participant a number of Shares equal to the number of vested PSUs, as determined by the actual Performance Multiplier achieved at the end of the Performance Period measured in accordance with the performance criteria set out in the Vesting Conditions.

(b)As set forth in Section 10.2 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the PSUs. The Company shall not be obligated to deliver any Shares to the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Performance Share Units or the issuance of Shares.

6.Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue Shares deliverable hereunder prior to fulfillment of the conditions set forth in Section 10.4 of the Plan.

7.Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan.

8.PSUs Not Transferable. The PSUs shall be subject to the restrictions on transferability set forth in Section 10.3 of the Plan.

9.Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection with the PSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the PSUs and the issuance of Shares with respect thereto and that the Participant is not relying on the Company for any tax advice.

10.Binding Agreement. Subject to the limitation on the transferability of the PSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

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11.Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the PSUs in such circumstances as it, in its sole discretion, may determine. The Participant acknowledges that the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

12.Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.

13.Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any other Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law.

14.Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the PSUs in any material way without the prior written consent of the Participant.

15.Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 9 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

16.Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the PSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

17.No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE AND VESTING CONDITIONS HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS PSU, OR ACQUIRING SHARES HEREUNDER. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE AND VESTING CONDITIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE PERFORMANCE PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.

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18.Entire Agreement. The Plan and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

19.Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

20.Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive the Common Share as a general unsecured creditor with respect to PSUs, as and when payable hereunder.A copy of the Company’s Clawback Policy (the “Clawback Policy”) has been made available to the Participant and is posted on Company’s website. As a condition to the grant of Performance Share Units hereunder, the Participant hereby agrees that the Participant’s Performance Share Units and any Shares issued and payments made thereunder are subject to the terms of the Clawback Policy.

A copy of the Company’s Clawback Policy (the “Clawback Policy”) has been made available to the Participant and is posted on Company’s website. As a condition to the grant of Performance Share Units hereunder, the Participant hereby agrees that the Participant’s Performance Share Units and any Shares issued and payments made thereunder are subject to the terms of the Clawback Policy. The Participant acknowledges receipt of a copy of the Plan and represents that they are familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Agreement. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated below.

21.Restricted Stock Units. For purposes of the Plan, the terms Performance Share Unit and PSU, as used herein, shall mean a Restricted Stock Unit that is subject to Performance Criteria.

Signature on Following Page

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Document

VRB ENERGY USA INC.

2025 STOCK OPTION PLAN

Section 1.    Purpose

The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

Section 2.    Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Administrator” shall mean means the Board or any of its Committees as will be administering the Plan, in accordance with Section 3 of the Plan.

(b)“Award” shall mean any Option granted under the Plan.

(c)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan. An Award Agreement may be in an electronic medium and need not be signed by a representative of the Company or the Participant. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f)“Committee” shall mean any committee designated by the Board to administer the Plan. If no such Committee is appointed, all references in the Plan to “Committee” shall refer to the Board.

(g)“Company” shall mean VRB Energy USA Inc., a Delaware corporation, and any successor corporation.

(h)“Director” shall mean a member of the Board.

(i)“Eligible Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor providing services to the Company or any Subsidiary; provided, however, that a consultant, independent contractor or advisor shall not be an Eligible Person unless such Person is an individual, provides bona fide services to the Company

or a Subsidiary, and such services are not in connection with a capital raising transaction and do not directly or indirectly support or maintain the market for the Company’s securities.

(j)“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, if the Shares are traded on a securities exchange, the Fair Market Value of a Share as of a given date shall be the closing price of one Share as reported on the securities exchange where the Shares are then listed on such date or, if the applicable securities exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(k)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(l)“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(m)“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.

(n)“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(o)“Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

(p)“Plan” shall mean this VRB Energy USA Inc. 2025 Stock Option Plan, as amended from time to time.

(q)“Securities Act” shall mean the Securities Act of 1933, as amended.

(r)“Share” or “Shares” shall mean shares of common stock, par value $0.001 per share, in the capital of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 7(b) of the Plan), provided that such class is listed on a securities exchange.

(s)“Subsidiary” shall mean a majority-owned subsidiary, within the meaning of Rule 701 under the Securities Act.

Section 3.    Administration

(a)Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in

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connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or a Subsidiary may operate, including, without limitation, establishing any special rules for Subsidiaries, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or a Subsidiary.

(b)Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority in such a manner as would contravene applicable corporate or other applicable law.

(c)Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with any applicable law or securities exchange rules; and (ii) to the extent required by applicable law or securities exchange rules, only the Committee (or another committee of the Board comprised of directors who qualify as independent directors, to the extent required by applicable law or independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or a Subsidiary.

Indemnification. To the fullest extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any

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Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The provisions of this Section shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.

Section 4.    Shares Available for Awards

(a)Shares Available. Subject to adjustment under Section 7(b), the aggregate number of Shares that may be issued under all Awards under the Plan (including under Incentive Stock Options) shall be equal to 1,000,000 (one million) Shares.

(b)Counting Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.

(i)Shares Added Back to Reserve. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company (including any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation on Awards or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan.

(ii)Cash-Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan.

(iii)Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or a Subsidiary shall not be counted against the aggregate number of Shares available for Awards under the Plan.

Section 5.    Eligibility

Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the

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Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of a Subsidiary unless such Subsidiary is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

Section 6.    Awards

(a)Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or a Subsidiary.

(ii)Option Term. The term of each Option shall be fixed by the Committee at the date of grant, but shall not be longer than ten (10) years from the date of grant.

(iii)Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(A)Promissory Notes. Notwithstanding the foregoing, the Committee may not accept a promissory note as consideration.

(B)Net Exercises. The Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair Market Value of the Shares underlying the Option being exercised on the date of exercise, over the exercise price of the Option for such Shares.

(iv)Stockholders’ Agreement. It may be a precondition to the exercise of any Options granted to a Participant that such Participant, as required by the Board in its sole discretion, become a signatory to such stockholders’

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agreement, share ownership agreement, voting trust agreement or other agreements as may be in force and effect at the time of issuance of the Shares, or that the Board otherwise requires the Participant to enter into.

(v)Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:

(A)Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a)(v)(A), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

(B)All Incentive Stock Options must be granted within ten (10) years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the stockholders of the Company.

(C)Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten (10) years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Subsidiaries, such Incentive Stock Option shall expire and no longer be exercisable no later than five (5) years from the date of grant.

(D)The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock

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of the Company or of its Subsidiaries, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.

(E)Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.

(F)In order for any Options to qualify as Incentive Stock Options, the Plan must be approved by the stockholders of the Company within twelve (12) months of adoption by the Board, as provided in Section 11.

(b)General.

(i)Limits on Transfer of Awards. No Award shall be assignable or transferable other than by will or by the laws of descent and distribution following the Eligible Person’s death; provided, however, that subject to the Committee’s consent in its sole discretion, a Non-Qualified Stock Option may be assigned in whole or in part during the Eligible Person’s lifetime to one or more of the Eligible Person’s family members (as defined in Rule 701 promulgated by the Securities and Exchange Commission under the Securities Act) through a gift or as otherwise permitted by Rule 701 promulgated by the Securities and Exchange Commission under the Securities Act. The Committee, in its sole discretion, may also permit assignments of Awards to comply with domestic relations or other court orders. The terms applicable to the assigned portion shall be the same as those in effect for the Award Agreement immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate (including, without limitation, the requirement that the transferee execute such Agreements as the Committee may deem appropriate).

(ii)Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities

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exchange) as may be determined by the Company to be applicable are satisfied.

(iii)Public Offering. In the event that the Company files a registration statement under the Securities Act with respect to an underwritten public offering of any Stock (a “Public Offering”), each Eligible Person or holder or beneficiary thereof shall be prohibited from effecting any public sale or distribution of any Shares (other than as part of such underwritten public offering), including, but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, during the “lock-up” period established by the Committee, which lock-up period shall be no shorter than that required by the underwriters of such public offering. If requested by the underwriters managing any Public Offering, each Eligible Person shall execute a separate agreement to the foregoing effect.

Section 7.    Amendment and Termination; Adjustments; Corrections

(a)Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, except as expressly provided in the Plan, or with the written consent of the Participant or holder thereof, adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange. For greater certainty and without limiting the foregoing, prior approval of the stockholders of the Company shall only be required for any amendment to the Plan or an Award that would require stockholder approval under applicable law or the rules or regulations of any securities exchange that is applicable to the Company.

(b)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the limitations contained in Section 4(c); provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

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(c)Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(c) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof:

(i)either (A) termination of any such Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(c)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s vested rights, then such Award may be terminated by the Company without any payment) or (B) the replacement of such Award with other rights or property selected by the Committee or the Board, in its sole discretion;

(ii)that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; or

(iii)that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement.

(d)Correction of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the stockholders of the Company, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 8.    Income Tax Withholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are

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the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to the requirements of ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section 9.    General Provisions

(a)No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b)Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(c)Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(d)No Rights of Stockholders. Neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise of any Award, in whole or in part, unless and until such Shares have been issued.

(e)No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(f)No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Subsidiary, nor will

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it affect in any way the right of the Company or a Subsidiary to terminate a Participant’s employment at any time, with or without cause, in accordance with applicable law. In addition, the Company or a Subsidiary may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Subsidiary, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or a Subsidiary. Under no circumstances shall any person ceasing to be an employee of the Company or any Subsidiary be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(g)Governing Law. The internal law, and not the law of conflicts, of the State of Delaware shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

(h)Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(i)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.

(j)Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.

(k)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

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(l)Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10.    Clawback or Recoupment

All Awards under this Plan shall be subject to forfeiture or other penalties pursuant to any clawback policy of the Company or any Subsidiary thereof, as amended from time to time, and such forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth in the applicable Award Agreement.

Section 11.    Effective Date of the Plan

The Plan was adopted by the Board on and effective July [ ], 2025.

Section 12.    Term of the Plan

No Award shall be granted under the Plan, and the Plan shall terminate, one day prior to the 10th anniversary of the Effective Date in Section 11 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

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APPENDIX A

TO

VRB ENERGY USA INC. 2025 STOCK OPTION PLAN

(for California residents only, to the extent required by Section 25102(o) of the California Corporations Code)

This Appendix A to the VRB Energy USA Inc. 2025 Stock Option Plan shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable laws, the following terms shall apply to all Awards granted to residents of the State of California, until such time as the Administrator amends this Appendix A or the Administrator otherwise provides.

(a)No Award may be granted to a resident of the State of California unless and until the Plan has been approved by a majority of the Company’s outstanding securities entitled to vote.

(b)The term of each Option shall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.

(c)Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).

(d)Unless employment is terminated for cause as defined by applicable law, the terms of the Plan or Award or a contract of employment, if a Participant ceases to be an Eligible Person, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than thirty (30) days following the date of the Participant’s termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement).

(e)If a Participant ceases to be an Eligible Person as a result of the Participant’s disability, the Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than six (6) months following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).

(f)If a Participant dies while an Eligible Person, the Option may be exercised within such period of time as specified in the Award Agreement, which shall not be less than six (6) months following the date of the Participant’s death, to the extent the Option is vested on the date

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of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the

person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

(g)No Award shall be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the stockholders.

(h)In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s equity securities without the receipt of consideration by the Company, of or on the Company’s class or series of securities underlying the Award, the Administrator shall make appropriate adjustment to the number of securities purchasable under the Award and, if the Award is an Option, the exercise price thereof.

(i)This Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 7 of the Plan.

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Document

SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 25th day of February, 2025.

BETWEEN:

IVANHOE ELECTRIC INC., a Delaware corporation, having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1

(the "Company”)

AND:

Glen Kuntz, residing at 4300 Loch Lomond Road, Thunder Bay, Ontario, Canada, P7J 1N9

(the "Employee")

WHEREAS:

(A)Ivanhoe Electric Inc. is a technology-led mineral exploration company with corporate offices located in Vancouver, British Columbia, Canada, Casa Grande, Arizona and Phoenix, Arizona, United States and through subsidiaries and investment, the Company funds and manages exploration programs in several jurisdictions globally but with a focus on the United States;

(B)the Employee is currently employed pursuant to an Amended and Restated Executive Employment Agreement dated August 3, 2023;

(C)upon execution hereof, this Agreement shall replace and supersede the Prior Agreement in its entirety; and

(D)the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms applicable to the employment of the Employee during the period hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that the Company and the Employee (collectively the "Parties"), as Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and each intending to be legally bound hereby, do hereby covenant and agree as follows:

2

Section 1Employment

1.1The Company hereby engages the Employee, and the Employee acknowledges and agrees, to perform the function of Senior Vice President Mine Development of the Company (the "Position"), based in Arizona, with a regular travel schedule to be reasonably agreed among the Company and the Employee, and reporting to the President and Chief Executive Officer of the Company (the "CEO").

1.2In fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarily performed by persons in such role within the industry and such other duties as the Company or the CEO may reasonably assign from time to time, having regard to the Employee’s background, skills and qualifications. The Company reserves the right to reasonably amend the Employee's duties, responsibilities, reporting relationships and powers from time to time in its sole discretion, again having regard to the Employee’s background, skills and qualifications.

1.3The Employee will be expected to travel outside of the work location where currently based, to the Company's offices, project sites and other locations as required.

Section 2Term

This Agreement will be effective from February 25, 2025, and will remain in full force and effect until terminated as hereinafter provided.

Subject to the approval and/or ratification of the Company’s Board of Directors (the "Board") in accordance with Company policies regarding delegation of authorities and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related duties as may from time to time be reasonably assigned, delegated, limited or determined by the Board and/or the CEO, having regard to the Employee’s background, skills and qualifications.

Section 3Other Activities

3.1The Employee's employment hereunder shall be substantially full-time and exclusively for the benefit of the Company, except as permitted herein.

3.2The Employee agrees not to undertake, or be engaged in the performance of, any work, services or other business activity (which does not include charitable or philanthropic endeavors that do not materially interfere with the Employee's employment hereunder), directly or indirectly, for any other person, firm, company, other legal entity or governmental agency or organization, with the exception of:

(a)the Employee's employment with the Company; and

(b)any other pre-existing arrangements in effect at the date of this Agreement that have been notified to the Board and agreed (“Grandfathered Arrangements”) but provided that any such Grandfathered Arrangements shall remain subject to the Company’s policies governing such arrangements and any changes that may occur from time to time,

(c)unless it is determined by prior written approval of the Board or the CEO that such activities will not interfere with, or impede, in any significant manner the performance of Employee's duties in the Position, and further provided that:

(c)before the Employee can engage in any work, services or other business activity which involves the Employee owning or acquiring any interest in excess of five percent, directly or indirectly, in any mining or technology company or the rendering of any advice or service to another person, partnership or other legal entity or a joint venture engaged in the business of exploring for and/or mining minerals, the Employee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15 days after the date of such disclosure, the Employee must receive from the Board or the CEO a decision that such activities by the Employee will not, in the opinion of the Board or the CEO, interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder. If a decision is not received from the Board or the CEO within such 15-day period, the activities will be deemed to interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder unless and until a contrary decision is received from the Board or the CEO, and

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(d)before engaging in any work, services or business activity other than the kind described in sub­ paragraph (c) of this Section 3.2 or is a Grandfathered Arrangement, the Employee shall have disclosed same in writing to the Board; and

(e)notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company, including serving on the board of directors of any affiliate, consistent with his/her responsibilities for the Company to the extent agreed by the Board or the CEO.

3.3The Employee shall refer to the Board and the CEO any and all facts, matters and transactions that may adversely affect the Employee's relationship with the Company or the Employee's ability to perform his/her duties, or in respect of which an actual or potential conflict of interest between the Employee and the Company has arisen or may arise, and the Employee shall not proceed with any such matter or transaction until the Board's approval therefor is obtained. For purposes of clarification, this provision is not intended to limit in any way the Employee's other fiduciary obligations to the Company that may arise in law or in equity.

3.4Without limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees that under no circumstances will his/her provision of services in the Position involve or include, nor will the Employee be asked by any director or officer of the Company to engage in, any activities contrary to the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act and any other similar legislation in the jurisdiction in which the Employee is employed or to whose laws the Employee may be subject.

3.5The Employee shall adhere to the Company's policies in effect from time to time.

Section 4Compensation

4.1In consideration of the performance by the Employee of his/her responsibilities and duties in the Position hereunder:

(a)Base Salary. The Company shall pay the Employee an annual base salary of Three Hundred and Seventy-Two Thousand Canadian Dollars (CAD$372,000) (the "Base Salary") per year. The Base Salary and all other forms of compensation payable hereunder are subject to deduction for all applicable taxes, payroll deductions and withholdings required by law and otherwise in accordance with the payroll practices of the Company for similarly situated employees of the Company.

(b)The Base Salary will be reviewed annually and, if increased or decreased, such increased or decreased amount shall be the Base Salary hereunder; provided however that the Base Salary may only be decreased by a total cumulative percentage of 15% over a one-year period as part of a general executive or company-wide reduction for cost savings or similar requirements, unless otherwise agreed by the Employee in advance and in writing.

(c)Short-Term Incentive Plan. The Employee will be eligible on an annual basis to receive a short term incentive award. The Employee’s short-term bonus target is 75% of Base Salary ("Target Bonus"). The Employee’s Target Bonus will be reviewed by the Compensation Committee of the Board on an annual basis. The actual short term bonus awarded to the Employee (the “Short Term Bonus”), if any, may be less than or greater than the Target Bonus (and may be zero), and will be determined based upon performance criteria and targets established by the Board and the Compensation Committee on an annual basis, and the achievement and/or satisfaction of such criteria and targets, as reasonably evaluated in the discretion of the Company. The payment of a Short Term Bonus and quantum of such bonus is not guaranteed in any year or part year of employment, and the payment and quantum of any Short Term Bonus in one year does not obligate the Company to provide a similar or any Short Term Bonus in any other year of employment. Any Short Term Bonus payment made to the Employee is inclusive of statutory requirements, including vacation pay.

(d)The Employee must be actively employed by the Company or on a statutory or company-approved leave of absence on the payment date for a Short Term Bonus to be entitled to payment of a Short Term Bonus in respect of that year. For the purpose of this Agreement, “actively employed” means that the Employee is employed and actively performing employment duties for the Company or is on vacation and, for certainty, the Employee is considered actively employed during any minimum period of statutory notice of termination (or pay in lieu) required under applicable employment standards legislation (but not during any other period of notice of termination or pay in lieu, including under the common law). If the Employee is on a statutory or company-approved leave of absence during, or is only actively employed by the Company for, part of the year to which a Short Term Bonus relates, any Short Term Bonus awarded to the Employee will be subject to proration based on the portion of the year the employee was actively employed.

(e)In the event the Company adopts a short-term incentive plan, the Employee’s entitlements to a short-term incentive award will be governed by such plan.

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(f)Long-Term Incentive Plan. The Employee will be eligible to participate in the Company’s long-term incentive plan in accordance with the terms of such plan, as amended from time to time (the “LTIP”). The Employee’s long-term bonus target is 200% of Base Salary. The Employee’s long-term bonus target will be reviewed by the Compensation Committee of the Board on an annual basis. Any long-term incentive awards granted to the Employee will be governed by the LTIP and any applicable grant agreements governing such awards (each, a “Grant Agreement”).

(g)Benefits. The Employee will be eligible to participate in employee benefit plans (including health, medical, dental, and other insurance benefits) from time to time in effect for similarly situated employees of the Company. The Employee's participation will be subject to the terms of the applicable plan documents and generally applicable policies of the Company, in each case, as amended from time to time. Employee’s health and medical benefits coverage shall begin on the effective date of this Agreement. The Employee acknowledges that the Company may amend or terminate any employee benefit plans from time, provided that the benefits provided to the Employee following any such amendment or termination will be substantially similar in the aggregate to those provided to the Employee prior to such amendment or termination.

Section 5Expenses

The Company will reimburse the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the performance of his/her duties under this Agreement, including reasonable travel and lodging expenses associated with travel to Phoenix, Arizona and/or any other company project sites in the performance of the Employee’s duties, in accordance with the policies of the Company in effect from time to time. The Employee will furnish the Company with an itemized account of his/her expenses in such form or forms as may reasonably be required by the Company and at such times or intervals as may reasonably be required by the Company.

Section 6Vacation

6.1The Employee will be entitled to accrue with service paid vacation of twenty-five (25) days (5 weeks) within each calendar year period. This vacation must be taken at such times that do not adversely compromise the Employee's performance of his/her duties under this Agreement.

6.2Vacation must be taken in the year in respect of which it is earned; provided, however, that subject to appliable employment standards legislation, the Employee may carry forward a maximum of ten (10) days' (2 weeks’) paid vacation from one entitlement year to the next. Any such vacation carried forward must be taken by 30 June of the subsequent year, after which it will be forfeited unless otherwise required under applicable employment standards legislation. Unused vacation that is not carried forward pursuant to this section, to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, will be forfeited.

6.3All other responsibilities and rights (if any) of the Employee relating to accrual of vacation benefits, requesting and using vacation benefits, and receipt of payment for accrued, unused vacation benefits upon separation from employment shall be governed by the terms and conditions of the Company's applicable policies, practices, and procedures, subject to applicable employment standards legislation.

Section 7Indemnity

The Company shall defend, indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and the Company's organizational and similar documents, including but not limited to, those relating to loss or damage to property, or injury to, or death of any person or persons arising from or out of the Employee's performance of his/her obligations under this Agreement.

Section 8Consent to Use Personal Information

8.1The Employee acknowledges and agrees that the Company has the right to collect, use and disclose the terms and conditions of his/her employment and any other identifying personal information required to be disclosed for reporting or business purposes or otherwise by law, including:

(a)ensuring that he/she is paid for his/her services to the Company;

(b)administering any benefits to which he/she is or may become entitled to, including bonuses, medical, dental, disability and life insurance benefits, and/or annual bonuses and long-term incentive securities. This shall include the disclosure of his/her personal information to any insurance company and/or broker or to any entity that manages or administers the Company's benefits on behalf of the Company, subject to applicable laws;

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(c)compliance with any regulatory reporting and withholding requirements relating to his/her employment; and

(d)in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing to any potential acquiring organization solely for the purposes of determining the value of the Company and its assets and liabilities and to evaluate the Employee's position in the Company. If the Employee's information is disclosed to any potential acquiring organization, the Company will require the potential acquiring organization to agree to use the information solely for the purpose of evaluating the Company and to protect the privacy of Employee's information in a manner that is consistent with any policy of the Company dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

Section 9Termination

9.1This Agreement and the Employee's employment may be terminated as follows:

(a)By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee's resignation, in writing, which shall be provided not less than three (3) months prior to the effective date of resignation. Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her employment termination. At any time after receiving notice of Employee's resignation, the Company shall have the sole option to relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work­ related matters, attending work-related events, or otherwise conducting business on Company's behalf (and the Employee acknowledges that if the Company exercises its rights in this regard, it will not constitute termination of the Employee’s employment or constructive dismissal). In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of termination and will receive from the Company all compensation owing under this Agreement through the effective date of resignation. The Employee’s entitlements with respect to any outstanding awards under the LTIP shall be determined in accordance with the LTIP and applicable Grant Agreements.

(b)On Death or Disability of Employee: Automatically on the death of the Employee or upon termination of this Agreement due to frustration of contract by reason of Disability. The Company shall have the right to terminate this Agreement due to frustration of contract by reason of "Disability" if Employee is unable to perform the essential functions of Employee's Position, taking into account accommodation by the Company as applicable, for an aggregate of three hundred and sixty-five (365) days in any continuous two (2) year period, by reason of any mental or physical illness, condition, impairment or incapacity. In these circumstances, the Employee (or his/her estate) shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:

(i)any Base Salary owing to the date of termination, reimbursements that are due and owing to the Employee in respect of expenses properly incurred prior to the date of termination; and unused vacation pay earned or accrued to the date of termination (collectively, the “Accrued Obligations”);

(ii)notwithstanding Section 4.1(d) payment of a Short Term Bonus for the year in which the termination date occurs, calculated in accordance with Section 4.1(c) )), prorated for the Employee’s period of active employment in that year and payable at the same time Short Term Bonuses are paid to other employees of the Company;

(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

(c)By the Company without Cause: By the Company at any time, and for any reason whatsoever upon providing the Employee with (i) three (3) months’ advance written notice of termination or pay in lieu thereof (or some combination thereof), in the Company’s sole discretion (as set out in paragraphs 9.1(d) and 9.1(e) below) and (ii) the additional payments and benefits set out in paragraph 9.1(d) and 9.1(e) below:

(d)For any period of advance written notice of termination provided by the Company pursuant to Section 9.1(c) , the Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her employment termination. Notwithstanding the foregoing, the Company shall have the sole option to, at any time after delivering advance notice of termination, relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events, or otherwise

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conducting business on Company's behalf. In such case, the Employee will continue to be an employee throughout the notice period until the effective date of termination and shall be entitled to all compensation owing under this Agreement (including continuation of any Employee benefit plans) until the effective termination date.

(e)For any period of pay in lieu of notice provided by the Company pursuant to Section 9.1(c), the Employee’s entitlement to pay in lieu of notice shall be calculated at the Employee’s then-current Base Salary rate, subject to any greater entitlements under applicable employment standards legislation. To the extent required under applicable employment standards legislation, all of the Employee’s benefit plans will be continued for the minimum period so required.

(f)In addition to the foregoing, following the Employee’s effective termination date, the Employee will receive the following, as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:

(i)the Accrued Obligations together with any obligations accrued and then owing under the Company's employee benefit plans;

(ii)a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary at the rate in effect as at the termination date and 1.5 times the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 4.1(c) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);

(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

The payments and benefits provided in paragraph 9.1(f)(ii), to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination without cause be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).

(g)For greater certainty, Sections 9.1(c)-(f) shall not apply to a termination without cause following a Change in Control under the circumstances provided for in Section 9.2 (a).

(h)By the Company with Cause: The Company may terminate this Agreement, and Employee's employment hereunder, for Cause immediately upon written notice to Employee. In these circumstances, the Employee will be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law, the Accrued Obligations together with any rights under the Company's employee benefit plans, including equity or equity-based compensation plans, which will be governed solely by the terms of such plans and, if and only to the extent applicable, any other minimum standards payments and benefits to which the Employee may be entitled under applicable employment standards legislation.

(i)For purposes of this Agreement, "Cause" shall be deemed to exist if any of the following circumstances exist, as determined by the Board, regardless of the timing of the precipitating events:

(i)Employee's willful failure to substantially perform his/her or his/her duties and responsibilities to the Company;

(ii)Employee's violation of a Company policy, after receiving thirty (30) days written notice from the Company of the precise policy and the Employee's conduct alleged to violate the policy, and Employee has failed to cure the violation within the 30-day notice period (provided, however, that no advance notice shall be required if the violation is of such a serious nature and degree so as to be incompatible with continued employment);

(iii)Employee's commission of any act of fraud, embezzlement, misappropriation, breach of fiduciary duty or duty of loyalty, dishonesty or any other intentional act of misconduct that has caused or is reasonably expected to result in material injury to the Company;

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(iv)Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutes a felony (or local law equivalent) or an indictable or hybrid offence or any crime or offence involving moral turpitude, if such crime or offence is (A) work-related, (B) impairs Employee's ability to perform services for the Company, or (C) results in reputational or financial harm to the Company;

(v)the unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the Company, or any other party to whom Employee owes an obligation of nondisclosure as a result of his/her employment with the Company;

(vi)Employee's breach of any of his/her material obligations under any written agreement or covenant with the Company; or

(vii)the Employee has committed any act which results in either loss or damage to the Company or prejudice to its business standing or reputation, including any social media post or public comment made on the Internet or otherwise, or through the making of any disparaging comment or remark in any public forum or setting, provided, nothing herein prohibits Employee from making truthful statements protected by any applicable law.

(j)Notwithstanding the foregoing, upon termination for Cause the Employee's rights and entitlements with respect to any outstanding award under the LTIP shall be governed in accordance with the terms of the LTIP and applicable Grant Agreements.

9.2Upon a Change in Control.

(a)If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law:

(i)the Accrued Obligations together with any rights under the Company's employee benefit plans;

(ii)a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 4.1(c) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);

(iii)continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and

(iv)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

(b)The payments and benefits provided in paragraph 9.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).

(b)For purposes of this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto:

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(i)a material adverse change in the Employee's Position as in effect immediately prior to a Change in Control. Such material adverse change shall mean a material diminution in the Employee's duties or authority or the assignment to the Employee of any duties or responsibilities which are materially inconsistent with such Position. Notwithstanding the foregoing, Good Reason shall not be deemed to occur upon a change in the Employee's duties or responsibilities that is solely a result of the Company no longer being publicly traded;

(ii)a material reduction by the Company in the Employee's annual Base Salary as in effect immediately prior to a Change in Control;

(iii)a material failure by the Company to continue in effect any employee benefit program in which the Employee is participating at the time of a Change in Control other than as a result of the normal expiration of any such employee benefit program in accordance with its terms as in effect at the time of a Change in Control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Employee's continued participation in any such employee benefit program on at least as favorable a basis to the Employee as on the date of a Change in Control;

(iv)the Company requiring the Employee to be based in a location more than 50 miles from where the Employee is based at the time of a Change in Control and except for required travel on the Company's business to an extent substantially consistent with the Employee's business travel obligations in the ordinary course of business immediately prior to the Change in Control;

(v)the Company repudiating or breaching any of its material obligations under this Agreement; or

(vi)the Company requiring the Employee to report to a person of lesser authority or standing than that set forth in Section 1.1; provided that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to the individual Employee, shall not be a change in reporting responsibilities as contemplated by this clause.

(c)Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must give notice to the Company within 30 days following the Employee's knowledge of an event constituting Good Reason describing the alleged failure or action by the Company in respect of the events set out in clauses (i) to (vi) directly above and advising the Company of the Employee's intention to terminate the Employee's employment for Good Reason. If the Employee fails to provide such notice within 30 days, such event shall not constitute Good Reason under this Agreement. Following receipt of such notice from the Employee, the Company shall then have 30 days to take any required corrective action to rectify or rescind such event (and if such event is so rectified or rescinded, such event shall not constitute Good Reason) and to notify the Employee in writing that it has completed such rectification or rescindment, or to notify the Employee that it denies the occurrence of such event.

(d)A notice of resignation for Good Reason in accordance with the foregoing will be deemed to have occurred within the twelve (12) month period following a Change in Control provided the Employee gives the required notice to the Company prior to the end of such twelve (12) month period.

(e)The payments provided for in paragraph (a) under this Section 9.2 shall be inclusive of the Employee's entitlement to notice and severance pay at common law or by statute. The Company shall not be obligated to make any further payments under this Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 5.

(f)For the purposes of this Agreement, "Change in Control" means any of the following events occurring after the date hereof:

(i)a transaction or series of transactions whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; provided however that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its subsidiaries, (iii) any acquisition

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which complies with Sections 9.2(f)(iii)(I), 9.2(f)(iii)(II) and 9.2(f)(iii)(III) or (iv) of this Agreement; in respect of an Award (as defined in the LTIP) held by a particular Holder (as defined in the LTIP), any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder);

(ii)the Incumbent Directors, as defined in the LTIP, or successor plan, cease for any reason to constitute a majority of the Board;

(iii)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (a) a merger, consolidation, reorganization, or business combination, (b) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (c) the acquisition of assets or stock of another entity, in each case other than a transaction:

(I)which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and

(II)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided however that no person or group shall be treated for purposes of this Section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(III)after which at least a majority of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board's approval of the execution of the initial agreement providing for such transaction; or

(iv)the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.

9.3The Employee agrees that the notice, pay in lieu of notice (or a combination thereof), together with the payments and benefits set out in this Agreement, including as set out in Sections 9.1(c) or 9.2 shall be in full and final settlement of any and all actions, causes of actions, suits, claims, demands and entitlements whatsoever which the Employee has or may have, whether pursuant to statute, common law or otherwise, against the Company and any of its directors, officers, employees, representatives, successors and assigns, arising out of the Employee's hiring, employment and the termination of the Employee's employment or this Agreement and the Employee expressly waives any and all entitlement to reasonable notice or pay in lieu thereof pursuant to common law.

9.4If this Agreement is terminated by either party while the Employee is on site at any work location other than where the Employee is otherwise based, regardless of the circumstances or the reason for termination, the Company will reimburse the Employee for his/her return flight home and any change fees that are incurred by the Employee.

Section 10Directorships and Other Offices

10.1The Company may from time to time in its discretion require the Employee to be nominated and appointed as a director or other officer or manager of the Company or of any of its subsidiary companies, and the Employee agrees to comply with each such request.

10.2If the Employee is a director or other officer or manager of the Company or of any of its subsidiary companies, the Company is not obliged to ensure that the Employee remains a director or other officer or manager of the Company or any subsidiary. The removal of the Employee as a director of the Company by reason of election by the Company's shareholders, or removal of the Employee as a director of a subsidiary, or removal from that other office or management position will not amount to a breach of this Agreement or constitute Good Reason or constitute grounds for termination with Cause.

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10.3If the Employee is at any time not a director of the Company or of any of its subsidiary companies, then the Employee shall not be entitled to and shall not hold himself/herself out as a director and the removal of the term "Director" from the Employee's job title will not constitute a breach by the Company of this Agreement.

10.4Upon the termination of the Employee's employment by the Company for any reason (unless the Company in writing requires the Employee not to do so) the Employee hereby agrees to resign from and vacate each and every office as director of the Company or of any of its subsidiary companies and every other office or management position which he/she may hold in the Company or a subsidiary company to which he/she may have been appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appoints any director of the Company or the company secretary of the Company as his/her agent or attorney to effect each such resignation.

10.5Notwithstanding the provisions of Section 10.4, the Company may request the Employee to retain his/her office as a director of the Company or a subsidiary notwithstanding the termination of his/her employment, in which case the Employee shall become a non-executive director of the Company or of its subsidiary companies and shall be entitled to receive compensation as a non-employee director of the Company or such subsidiary.

10.6The Employee hereby indemnifies the Company (and their respective officers, managers and employees) in respect of any claims, losses, costs or expenses whatsoever (including indirect and consequential damages) which may be suffered or incurred by any of them arising out of or in connection with the Employee refusing for any reason whatsoever to resign from and/or vacate any office as a director or other position contemplated in Section 10.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiary company.

Section 11Confidential Information

11.1The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during or after his/her employment by the Company except as authorized in writing by the Board. "Confidential Information" includes, without limitation, the following types of information or material, both existing and contemplated, regarding the Company and which is not in the public domain or publicly available: corporate information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales, investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects in which the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his/her own interests, or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company, during or after her employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company, whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property of the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the foregoing information to any person, partnership, company or other legal entity or to assist in the disclosure or divulging of any such information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of Section 11 shall survive the termination of this Agreement.

11.2The Employee agrees that all documents of any nature pertaining to the activities of the Company, including Confidential Information, in the Employee's possession now or at any time during the Employee's period of employment, are and shall be the property of the Company and that all such documents and copies of them shall be surrendered to the Company when requested by the Company. The Employee shall be permitted to retain information that pertains to himself/herself including his/her contacts.

Section 12Non-Solicitation

12.1The Employee covenants and agrees that during his/her employment and for a period of twelve (12) months following the date of termination of his/her employment, however caused, the Employee will not on his/her own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person, employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away an employee or officer of the Company, whether or not such person would commit any breach of their contract of employment by reason of leaving their service.

12.2Employee agrees that the restrictions, including the duration, scope and geographic area for each, established under the covenants contained in this Section 12 are fair, reasonable and necessary in order to protect the legitimate interests of the Company, that Employee is receiving adequate consideration under this Agreement for such obligations, and that such obligations will not prevent the Employee from earning a livelihood during the time periods covered by the restrictive covenants.

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12.3In the event Employee has violated any of the covenants contained in this Section 12, the time period covered by the restrictive covenant shall be tolled during the period in which the violation was occurring.

12.4The Employee agrees that a breach by him/her of any of the covenants contained in this Section 12 would result in the Company suffering damages which could not adequately be compensated by monetary award. Accordingly, the Employee agrees that in the event of any such breach or threatened breach, in addition to all other remedies available at law or in equity, the Company will be entitled as a matter of right to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.

12.5The Employee further agrees that a breach by him/her of any of the covenants contained in this Section 12 constitutes Cause to terminate the Employee's employment.

Section 13Representations and Warranties

The Employee represents and warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment, written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee's property is currently bound.

Section 14Minimum Employment Standards

If applicable employment standards legislation provides the Employee with superior entitlements than those provided for in this Agreement, including on the termination of the Employee’s employment, the Company will provide the Employee with the Employee’s statutory entitlements in substitution for the Employee’s rights under this Agreement.

Section 15Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to principles of conflicts of laws. Any action or proceeding brought by a party arising out of or in connection with this Agreement shall be brought solely in a court of competent jurisdiction located in British Columbia. To the extent permitted by law, the parties agree not to contest such exclusive jurisdiction or seek the transfer of any action relating to such dispute to any other jurisdiction. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in British Columbia.

Section 16Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof, including the Prior Agreement. The Employee acknowledges and agrees that there are no outstanding rights, payments or entitlements owing to the Employee under the Prior Agreement and the Executive releases any claims or demands in respect of such rights, payments or entitlements, as of the effective date of this Agreement.

Section 17Amendments

No amendment to or variation of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both Parties hereto.

Section 18Assignment

This Agreement is not assignable by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common control with the Company. This Agreement shall enure to the benefit of and be binding upon the Company and its successors and permitted assigns and the Employee and his heirs, executors and administrators.

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Section 19Survival

Any provision of this Agreement which expressly states that it is to continue in effect after termination of this Agreement or the Employee's employment, or which by its nature would survive the termination of this Agreement or the Employee's employment, shall do so, regardless of the manner or cause of termination.

Section 20Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 21Headings

The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.

Section 22Time of Essence

Time shall be of the essence in all respects of this Agreement.

Section 23Notice

23.1Any notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given if delivered personally, by electronic transmission, or if sent by prepaid registered mail to the intended recipient of such notice at their respective addresses set forth below or to such other address as may, from time to time, be designated by notice given in the manner provided in this Section:

(a)in the case of the Company:

Ivanhoe Electric Inc. 450 E. Rio Salado Parkway

BOX #4

Tempe, AZ 85281 Attention: Human Resources Email: humanresources@ivanhoeelectric.com

(b)in the case of the Employee, at the address set forth on the first page hereof.

23.2Any notice hand-delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice delivered by registered mail shall be deemed to have been given and received on the 10th business day following the date of mailing. In the case of facsimile transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the sender receives a transmission confirmation report or, if the sender's facsimile machine is not equipped to issue a transmission confirmation report, the recipient confirms in writing that the notice has been received. In the case of e-mail transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the recipient confirms by e-mail or telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to have been given to the Employee while on site or traveling to and from a site unless such notice is hand-delivered to the Employee, or the Employee confirms that he/she has received delivery of the notice by another method.

Section 24Independent Legal Advice

The Employee agrees that he/she has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

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Section 25Counterparts

This Agreement may be executed in counterparts and shall become operative when each party has executed and delivered at least one counterpart.

Signature page to follow.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IVANHOE ELECTRIC INC.

/s/ Taylor Melvin_________________________ Authorized Signatory

SIGNED by the Employee in the presence of:

/s/ Glen Kuntz___________________________ X

/s/ Sherry Kudlacek______________________    Sherry Kudlacek__ _____________ Witness    Witness Name

Document

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 25th day of February, 2025.

BETWEEN:

IVANHOE ELECTRIC INC., a Delaware corporation, having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1

(the "Company”)

AND:

Graham Boyd, residing at 1254 E 15th Ave, Vancouver, British Columbia, CANADA V5T 2S8

(the "Employee")

WHEREAS:

(A)Ivanhoe Electric Inc. is a technology-led mineral exploration company with corporate offices located in Vancouver, British Columbia, Canada, Casa Grande, Arizona, and to be established in Phoenix, Arizona, and through subsidiaries and investment, the Company funds and manages exploration programs in several jurisdictions globally but with a focus on the United States;

(B)the Employee is currently employed by the Company pursuant to an Amended and Restated Executive Employment Agreement dated August 7, 2023;

(C)upon execution hereof, this Agreement shall replace and supersede the Prior Agreement in its entirety; and

(D)the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms applicable to the employment of the Employee during the period hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that the Company and the Employee (collectively the "Parties"), as Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and each intending to be legally bound hereby, do hereby covenant and agree as follows:

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Section 1Employment

1.1The Company hereby engages the Employee, and the Employee acknowledges and agrees, to perform the function of Senior Vice President Exploration of the Company (the "Position"), based in Vancouver, British Columbia reporting to the President and Chief Executive Officer of the Company (the "CEO").

1.2In fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarily performed by persons in such role within the industry and such other duties as the Company or the CEO may reasonably assign from time to time, having regard to the Employee’s background, skills and qualifications. The Company reserves the right to reasonably amend the Employee's duties, responsibilities, reporting relationships and powers from time to time in its sole discretion, again having regard to the Employee’s background, skills and qualifications.

1.3The Employee will be expected to travel outside of the work location where currently based, to the Company's offices, project sites and other locations as required, including considerable time at the Company’s corporate office in the Phoenix, Arizona area. The Employee shall work out of the corporate office in the Phoenix, Arizona area on a regular basis on a schedule to be reasonably agreed between the Company and the Employee, based upon the prevailing work requirements.

Section 2Term

2.1This Agreement will be effective from February 25th, 2025, and will remain in full force and effect until terminated as hereinafter provided. Notwithstanding the foregoing, April 1, 2008 (the “Continuous Service Date”) will be recognized as the Employee’s continuous service date for all purposes, including, without limitation, Section 10 below.

Section 3Responsibility

3.1Subject to the approval and/or ratification of the Company’s Board of Directors (the "Board") in accordance with Company policies regarding delegation of authorities and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related duties as may from time to time be reasonably assigned, delegated, limited or determined by the Board and/or the CEO, having regard to the Employee’s background, skills and qualifications.

Section 4Other Activities

4.1The Employee's employment hereunder shall be substantially full-time and exclusively for the benefit of the Company, except as permitted herein.

4.2During the term of this agreement, the Employee agrees not to undertake, or be engaged in the performance of, any work, services or other business activity (which does not include charitable or philanthropic endeavors that do not materially interfere with the Employee's employment hereunder), directly or indirectly, for any other person, firm, company, other legal entity or governmental agency or organization, with the exception of:

(a)the Employee's employment with the Company; and

(b)any other pre-existing arrangements in effect at the date of this Agreement that have been notified to the Board and agreed (“Grandfathered Arrangements”) but provided that any such Grandfathered Arrangements shall remain subject to the Company’s policies governing such arrangements and any changes that may occur from time to time,

(c)unless it is determined by prior written approval of the Board or the CEO that such activities will not interfere with, or impede, in any significant manner the performance of Employee's duties in the Position, and further provided that:

(c)before the Employee can engage in any work, services or other business activity which involves the Employee owning or acquiring any interest in excess of five percent, directly or indirectly, in any mining or technology company or the rendering of any advice or service to another person, partnership or other legal entity or a joint venture engaged in the business of exploring for and/or mining minerals, the Employee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15 days after the date of such disclosure, the Employee must receive from the Board or the CEO a decision that such activities by the Employee will not, in the opinion of the Board or the CEO, interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder. If a decision is not received from the Board or the CEO within such 15-day period, the activities will be deemed to interfere or be in conflict with the Employee's

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performance of his/her duties to the Company hereunder unless and until a contrary decision is received from the Board or the CEO, and

(d)before engaging in any work, services or business activity other than the kind described in sub­ paragraph (d) of this Section 4.2 or is a Grandfathered Arrangement, the Employee shall have disclosed same in writing to the Board; and

(e)notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company, including serving on the board of directors of any affiliate, consistent with his/her responsibilities for the Company to the extent agreed by the Board or the CEO.

4.3The Employee shall refer to the Board and the CEO any and all facts, matters and transactions that may adversely affect the Employee's relationship with the Company or the Employee's ability to perform his/her duties, or in respect of which an actual or potential conflict of interest between the Employee and the Company has arisen or may arise, and the Employee shall not proceed with any such matter or transaction until the Board's approval therefor is obtained. For purposes of clarification, this provision is not intended to limit in any way the Employee's other fiduciary obligations to the Company that may arise in law or in equity.

4.4Without limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees that under no circumstances will his/her provision of services in the Position involve or include, nor will the Employee be asked by any director or officer of the Company to engage in, any activities contrary to the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act and any other similar legislation in the jurisdiction in which the Employee is employed or to whose laws the Employee may be subject.

4.5The Employee shall adhere to the Company's policies in effect from time to time.

Section 5Compensation

5.1In consideration of the performance by the Employee of his/her responsibilities and duties in the Position hereunder:

(a)Base Salary. The Company shall pay the Employee an annual base salary of Three Hundred and Seventy-Two Thousand Canadian Dollars (CAD$372,000) (the "Base Salary") per year. The Base Salary and all other forms of compensation payable hereunder are subject to deduction for all applicable taxes, payroll deductions and withholdings required by law and otherwise in accordance with the payroll practices of the Company for similarly situated employees of the Company.

(b)The Base Salary will be reviewed annually and, if increased or decreased, such increased or decreased amount shall be the Base Salary hereunder; provided however that the Base Salary may only be decreased by a total cumulative percentage of 15% over a one-year period as part of a general executive or company-wide reduction for cost savings or similar requirements, unless otherwise agreed by the Employee in advance and in writing.

(c)Short-Term Incentive Plan. The Employee will be eligible on an annual basis to receive a short term incentive award. The Employee’s short-term bonus target is 75% of Base Salary ("Target Bonus"). The Employee’s Target Bonus will be reviewed by the Compensation Committee of the Board on an annual basis. The actual short term bonus awarded to the Employee (the “Short Term Bonus”), if any, may be less than or greater than the Target Bonus (and may be zero), and will be determined based upon performance criteria and targets established by the Board and the Compensation Committee on an annual basis, and the achievement and/or satisfaction of such criteria and targets, as reasonably evaluated in the discretion of the Company. The payment of a Short Term Bonus and quantum of such bonus is not guaranteed in any year or part year of employment, and the payment and quantum of any Short Term Bonus in one year does not obligate the Company to provide a similar or any Short Term Bonus in any other year of employment. Any Short Term Bonus payment made to the Employee is inclusive of statutory requirements, including vacation pay.

(d)The Employee must be actively employed by the Company or on a statutory or company-approved leave of absence on the payment date for a Short Term Bonus to be entitled to payment of a Short Term Bonus in respect of that year. For the purpose of this Agreement, “actively employed” means that the Employee is employed and actively performing employment duties for the Company or is on vacation and, for certainty, the Employee is considered actively employed during any minimum period of statutory notice of termination (or pay in lieu) required under applicable employment standards legislation (but not during any other period of notice of termination or pay in lieu, including under the common law). If the Employee is on a statutory or company-approved leave of absence during, or is only actively employed by the Company for, part of the year to which a Short Term Bonus relates, any Short Term Bonus awarded to the Employee will be subject to proration based on the portion of the year the employee was actively employed.

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(e)In the event the Company adopts a short-term incentive plan, the Employee’s entitlements to a short-term incentive award will be governed by such plan.

(f)Long-Term Incentive Plan. The Employee will be eligible to participate in the Company’s long-term incentive plan in accordance with the terms of such plan, as amended from time to time (the “LTIP”). The Employee’s long-term bonus target is 150% of Base Salary. The Employee’s long-term bonus target will be reviewed by the Compensation Committee of the Board on an annual basis. Any long-term incentive awards granted to the Employee will be governed by the LTIP and any applicable grant agreements governing such awards (each, a “Grant Agreement”).

(g)Benefits. The Employee will be eligible to participate in employee benefit plans (including health, medical, dental, and other insurance benefits) from time to time in effect for similarly situated employees of the Company. The Employee's participation will be subject to the terms of the applicable plan documents and generally applicable policies of the Company, in each case, as amended from time to time. Employee’s health and medical benefits coverage shall begin on the effective date of this Agreement. The Employee acknowledges that the Company may amend or terminate any employee benefit plans from time, provided that the benefits provided to the Employee following any such amendment or termination will be substantially similar in the aggregate to those provided to the Employee prior to such amendment or termination.

Section 6Expenses

The Company will reimburse the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the performance of his/her duties under this Agreement, including reasonable travel and lodging expenses associated with travel to Phoenix, Arizona and/or any other company project sites in the performance of the Employee’s duties, in accordance with the policies of the Company in effect from time to time. The Employee will furnish the Company with an itemized account of his/her expenses in such form or forms as may reasonably be required by the Company and at such times or intervals as may reasonably be required by the Company.

Section 7Vacation

7.1The Employee will be entitled to accrue with service paid vacation of twenty-five (25) days (5 weeks) within each calendar year period. This vacation must be taken at such times that do not adversely compromise the Employee's performance of his/her duties under this Agreement.

7.2Vacation must be taken in the year in respect of which it is earned; provided, however, that subject to appliable employment standards legislation, the Employee may carry forward a maximum of ten (10) days' (2 weeks’) paid vacation from one entitlement year to the next. Any such vacation carried forward must be taken by 30 June of the subsequent year, after which it will be forfeited unless otherwise required under applicable employment standards legislation. Unused vacation that is not carried forward pursuant to this Section, to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, will be forfeited.

7.3All other responsibilities and rights (if any) of the Employee relating to accrual of vacation benefits, requesting and using vacation benefits, and receipt of payment for accrued, unused vacation benefits upon separation from employment shall be governed by the terms and conditions of the Company's applicable policies, practices, and procedures, subject to applicable employment standards legislation.

Section 8Indemnity

The Company shall defend, indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and the Company's organizational and similar documents, including but not limited to, those relating to loss or damage to property, or injury to, or death of any person or persons arising from or out of the Employee's performance of his/her obligations under this Agreement.

Section 9Consent to Use Personal Information

9.1The Employee acknowledges and agrees that the Company has the right to collect, use and disclose the terms and conditions of his/her employment and any other identifying personal information required to be disclosed for reporting or business purposes or otherwise by law, including:

(a)ensuring that he/she is paid for his/her services to the Company;

(b)administering any benefits to which he/she is or may become entitled to, including bonuses, medical, dental, disability and life insurance benefits, and/or annual bonuses and long-term

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incentive securities. This shall include the disclosure of his/her personal information to any insurance company and/or broker or to any entity that manages or administers the Company's benefits on behalf of the Company, subject to applicable laws;

(c)compliance with any regulatory reporting and withholding requirements relating to his/her employment; and

(d)in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing to any potential acquiring organization solely for the purposes of determining the value of the Company and its assets and liabilities and to evaluate the Employee's position in the Company. If the Employee's information is disclosed to any potential acquiring organization, the Company will require the potential acquiring organization to agree to use the information solely for the purpose of evaluating the Company and to protect the privacy of Employee's information in a manner that is consistent with any policy of the Company dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

Section 10Termination

10.1This Agreement and the Employee's employment may be terminated as follows:

(a)By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee's resignation, in writing, which shall be provided not less than three (3) months prior to the effective date of resignation. Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her employment termination. At any time after receiving notice of Employee's resignation, the Company shall have the sole option to relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work­ related matters, attending work-related events, or otherwise conducting business on Company's behalf (and the Employee acknowledges that if the Company exercises its rights in this regard, it will not constitute termination of the Employee’s employment or constructive dismissal). In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of termination and will receive from the Company all compensation owing under this Agreement through the effective date of resignation. The Employee’s entitlements with respect to any outstanding awards under the LTIP shall be determined in accordance with the LTIP and applicable Grant Agreements.

(b)On Death or Disability of Employee: Automatically on the death of the Employee or upon termination of this Agreement due to frustration of contract by reason of Disability. The Company shall have the right to terminate this Agreement due to frustration of contract by reason of "Disability" if Employee is unable to perform the essential functions of Employee's Position, taking into account accommodation by the Company as applicable, for an aggregate of three hundred and sixty five (365) days in any continuous two (2) year period, by reason of any mental or physical illness, condition, impairment or incapacity. For the purposes of this agreement, “Disability” shall mean: the incapacitation of Employee by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Employee's duties and such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the foreseeable future. In these circumstances, the Employee (or his/her estate) shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:

(i)any Base Salary owing to the date of termination, reimbursements that are due and owing to the Employee in respect of expenses properly incurred prior to the date of termination; and unused vacation pay earned or accrued to the date of termination (collectively, the “Accrued Obligations”);

(ii)notwithstanding Section 5.1(d), payment of a Short Term Bonus for the year in which the termination date occurs, calculated in accordance with Section 5.1(c), prorated for the Employee’s period of active employment in that year and payable at the same time Short Term Bonuses are paid to other employees of the Company;

(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

(c)By the Company without Cause: By the Company at any time, and for any reason whatsoever upon providing the Employee with (i) three (3) months’ advance written notice of termination or pay in lieu thereof (or some combination thereof), in the Company’s sole discretion (as set out in paragraphs 10.1(d) and 10.1(e) below) and (ii) the additional payments and benefits set out in paragraph 10.1(f) below.

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(d)For any period of advance written notice of termination provided by the Company pursuant to Section 10.1(c), the Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her employment termination. Notwithstanding the foregoing, the Company shall have the sole option to, at any time after delivering advance notice of termination, relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on Company's behalf. In such case, the Employee will continue to be an employee throughout the notice period until the effective date of termination and shall be entitled to all compensation owing under this Agreement (including continuation of any Employee benefit plans) until the effective termination date.

(e)For any period of pay in lieu of notice provided by the Company pursuant to Section 10.1(c), the Employee’s entitlement to pay in lieu of notice shall be calculated at the Employee’s then-current Base Salary rate, subject to any greater entitlements under applicable employment standards legislation. To the extent required under applicable employment standards legislation, all of the Employee’s benefit plans will be continued for the minimum period so required.

(f)In addition to the foregoing, following the Employee’s effective termination date, the Employee will receive the following, as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:

(i)the Accrued Obligations together with any obligations accrued and then owing under the Company's employee benefit plans;

(ii)a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary at the rate in effect as at the termination date and 1.5 times the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);

(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

The payments and benefits provided in paragraph 10.1(f)(ii), to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination without cause be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).

(g)For greater certainty, Sections 10.1(c)-(f) shall not apply to a termination without cause following a Change in Control under the circumstances provided for in Section 10.2(a).

(h)By the Company with Cause: The Company may terminate this Agreement, and Employee's employment hereunder, for Cause immediately upon written notice to Employee. In these circumstances, the Employee will be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law, the Accrued Obligations together with any rights under the Company's employee benefit plans, including equity or equity-based compensation plans, which will be governed solely by the terms of such plans and, if and only to the extent applicable, any other minimum standards payments and benefits to which the Employee may be entitled under applicable employment standards legislation.

(i)For purposes of this Agreement, "Cause" shall be deemed to exist if any of the following circumstances exist, as determined by the Board, regardless of the timing of the precipitating events:

(i)Employee's willful failure to substantially perform his/her or his/her duties and responsibilities to the Company;

(ii)Employee's violation of a Company policy, after receiving thirty (30) days written notice from the Company of the precise policy and the Employee's conduct alleged to violate the

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policy, and Employee has failed to cure the violation within the 30-day notice period (provided, however, that no advance notice shall be required if the violation is of such a serious nature and degree so as to be incompatible with continued employment);

(iii)Employee's commission of any act of fraud, embezzlement, misappropriation, breach of fiduciary duty or duty of loyalty, dishonesty or any other intentional act of misconduct that has caused or is reasonably expected to result in material injury to the Company;

(iv)Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutes a felony (or local law equivalent) or an indictable or hybrid offence or any crime or offence involving moral turpitude, if such crime or offence is (A) work-related, (B) impairs Employee's ability to perform services for the Company, or (C) results in reputational or financial harm to the Company;

(v)the unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the Company, or any other party to whom Employee owes an obligation of nondisclosure as a result of his/her employment with the Company;

(vi)Employee's breach of any of his/her material obligations under any written agreement or covenant with the Company; or

(vii)the Employee has committed any act which results in either loss or damage to the Company or prejudice to its business standing or reputation, including any social media post or public comment made on the Internet or otherwise, or through the making of any disparaging comment or remark in any public forum or setting, provided, nothing herein prohibits Employee from making truthful statements protected by any applicable law.

(j)Notwithstanding the foregoing, upon a termination for Cause the Employee's rights and entitlements with respect to any outstanding award under the LTIP shall be governed in accordance with the terms of the LTIP and applicable Grant Agreements.

10.2Upon a Change in Control.

(a)If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law:

(i)the Accrued Obligations together with any rights under the Company's employee benefit plans;

(ii)a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);

(iii)continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and

(iv)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.

(b)The payments and benefits provided in paragraph 10.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less

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than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).

(b)For purposes of this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto:

(i)a material adverse change in the Employee's Position as in effect immediately prior to a Change in Control. Such material adverse change shall mean a material diminution in the Employee's duties or authority or the assignment to the Employee of any duties or responsibilities which are materially inconsistent with such Position. Notwithstanding the foregoing, Good Reason shall not be deemed to occur upon a change in the Employee's duties or responsibilities that is solely a result of the Company no longer being publicly traded;

(ii)a material reduction by the Company in the Employee's annual Base Salary as in effect immediately prior to a Change in Control;

(iii)a material failure by the Company to continue in effect any employee benefit program in which the Employee is participating at the time of a Change in Control other than as a result of the normal expiration of any such employee benefit program in accordance with its terms as in effect at the time of a Change in Control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Employee's continued participation in any such employee benefit program on at least as favorable a basis to the Employee as on the date of a Change in Control;

(iv)the Company requiring the Employee to be based in a location more than 50 miles from where the Employee is based at the time of a Change in Control and except for required travel on the Company's business to an extent substantially consistent with the Employee's business travel obligations in the ordinary course of business immediately prior to the Change in Control;

(v)the Company repudiating or breaching any of its material obligations under this Agreement; or

(vi)the Company requiring the Employee to report to a person of lesser authority or standing than that set forth in Section 1.1; provided that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to the individual Employee, shall not be a change in reporting responsibilities as contemplated by this clause.

(c)Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must give notice to the Company within 30 days following the Employee's knowledge of an event constituting Good Reason describing the alleged failure or action by the Company in respect of the events set out in clauses (i) to (vi) directly above and advising the Company of the Employee's intention to terminate the Employee's employment for Good Reason. If the Employee fails to provide such notice within 30 days, such event shall not constitute Good Reason under this Agreement. Following receipt of such notice from the Employee, the Company shall then have 30 days to take any required corrective action to rectify or rescind such event (and if such event is so rectified or rescinded, such event shall not constitute Good Reason) and to notify the Employee in writing that it has completed such rectification or rescindment, or to notify the Employee that it denies the occurrence of such event.

(d)A notice of resignation for Good Reason in accordance with the foregoing will be deemed to have occurred within the twelve (12) month period following a Change in Control provided the Employee gives the required notice to the Company prior to the end of such twelve (12) month period.

(e)The payments provided for in paragraph (a) under this Section 10.2 shall be inclusive of the Employee's entitlement to notice and severance pay at common law or by statute. The Company shall not be obligated to make any further payments under this Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 6.

(f)For the purposes of this Agreement, "Change in Control" means any of the following events occurring after the date hereof:

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(i)a transaction or series of transactions whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; provided however that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its subsidiaries, (iii) any acquisition which complies with Sections 10.2(f)(iii)(I), 10.2(f)(iii)(II) and 10.2(f)(iii)(III) or (iv) of this Agreement; in respect of an Award (as defined in the LTIP) held by a particular Holder (as defined in the LTIP), any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder);

(ii)the Incumbent Directors, as defined in the LTIP, or successor plan, cease for any reason to constitute a majority of the Board;

(iii)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (a) a merger, consolidation, reorganization, or business combination, (b) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (c) the acquisition of assets or stock of another entity, in each case other than a transaction:

(I)which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and

(II)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided however that no person or group shall be treated for purposes of this Section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(III)after which at least a majority of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board's approval of the execution of the initial agreement providing for such transaction; or

(iv)the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.

10.3The Employee agrees that the notice, pay in lieu of notice (or a combination thereof), together with the payments and benefits set out in this Agreement, including as set out in Sections 10.1(f) or 10.2 shall be in full and final settlement of any and all actions, causes of actions, suits, claims, demands and entitlements whatsoever which the Employee has or may have, whether pursuant to statute, common law or otherwise, against the Company and any of its directors, officers, employees, representatives, successors and assigns, arising out of the Employee's hiring, employment and the termination of the Employee's employment or this Agreement and the Employee expressly waives any and all entitlement to reasonable notice or pay in lieu thereof pursuant to common law.

10.4If this Agreement is terminated by either party while the Employee is on site at any work location other than where the Employee is otherwise based, regardless of the circumstances or the reason for termination, the Company will reimburse the Employee for his/her return flight home and any change fees that are incurred by the Employee.

Section 11Directorships and Other Offices

11.1The Company may from time to time in its discretion require the Employee to be nominated and appointed as a director or other officer or manager of the Company or of any of its subsidiary companies, and the Employee agrees to comply with each such request.

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11.2If the Employee is a director or other officer or manager of the Company or of any of its subsidiary companies, the Company is not obliged to ensure that the Employee remains a director or other officer or manager of the Company or any subsidiary. The removal of the Employee as a director of the Company by reason of election by the Company's shareholders, or removal of the Employee as a director of a subsidiary, or removal from that other office or management position will not amount to a breach of this Agreement or constitute Good Reason or constitute grounds for termination with Cause.

11.3If the Employee is at any time not a director of the Company or of any of its subsidiary companies, then the Employee shall not be entitled to and shall not hold himself/herself out as a director and the removal of the term "Director" from the Employee's job title will not constitute a breach by the Company of this Agreement.

11.4Upon the termination of the Employee's employment by the Company for any reason (unless the Company in writing requires the Employee not to do so) the Employee hereby agrees to resign from and vacate each and every office as director of the Company or of any of its subsidiary companies and every other office or management position which he/she may hold in the Company or a subsidiary company to which he/she may have been appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appoints any director of the Company or the company secretary of the Company as his/her agent or attorney to effect each such resignation.

11.5Notwithstanding the provisions of Section 11.4, the Company may request the Employee to retain his/her office as a director of the Company or a subsidiary notwithstanding the termination of his/her employment, in which case the Employee shall become a non-executive director of the Company or of its subsidiary companies and shall be entitled to receive compensation as a non-employee director of the Company or such subsidiary.

11.6The Employee hereby indemnifies the Company (and their respective officers, managers and employees) in respect of any claims, losses, costs or expenses whatsoever (including indirect and consequential damages) which may be suffered or incurred by any of them arising out of or in connection with the Employee refusing for any reason whatsoever to resign from and/or vacate any office as a director or other position contemplated in Section 11.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiary company.

Section 12Confidential Information

12.1The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during or after his/her employment by the Company except as authorized in writing by the Board. "Confidential Information" includes, without limitation, the following types of information or material, both existing and contemplated, regarding the Company and which is not in the public domain or publicly available: corporate information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales, investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects in which the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his/her own interests, or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company, during or after her employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company, whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property of the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the foregoing information to any person, partnership, company or other legal entity or to assist in the disclosure or divulging of any such information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of Section 12 shall survive the termination of this Agreement.

12.2The Employee agrees that all documents of any nature pertaining to the activities of the Company, including Confidential Information, in the Employee's possession now or at any time during the Employee's period of employment, are and shall be the property of the Company and that all such documents and copies of them shall be surrendered to the Company when requested by the Company. The Employee shall be permitted to retain information that pertains to himself/herself including his/her contacts.

Section 13Non-Solicitation

13.1The Employee covenants and agrees that during his/her employment and for a period of twelve (12) months following the date of termination of his/her employment, however caused, the Employee will not on his/her own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person, employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away an employee or officer of the Company, whether or not such person would commit any breach of their contract of employment by reason of leaving their service.

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13.2Employee agrees that the restrictions, including the duration, scope and geographic area for each, established under the covenants contained in this Section 13 are fair, reasonable and necessary in order to protect the legitimate interests of the Company, that Employee is receiving adequate consideration under this Agreement for such obligations, and that such obligations will not prevent the Employee from earning a livelihood during the time periods covered by the restrictive covenants.

13.3In the event Employee has violated any of the covenants contained in this Section 13, the time period covered by the restrictive covenant shall be tolled during the period in which the violation was occurring.

13.4The Employee agrees that a breach by his/her of any of the covenants contained in this Section 13 would result in the Company suffering damages which could not adequately be compensated by monetary award. Accordingly, the Employee agrees that in the event of any such breach or threatened breach, in addition to all other remedies available at law or in equity, the Company will be entitled as a matter of right to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.

13.5The Employee further agrees that a breach by his/her of any of the covenants contained in this Section 13 constitutes Cause to terminate the Employee's employment.

Section 14Representations and Warranties

The Employee represents and warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment, written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee's property is currently bound.

Section 15Minimum Employment Standards

If applicable employment standards legislation provides the Employee with superior entitlements than those provided for in this Agreement, including on the termination of the Employee’s employment, the Company will provide the Employee with the Employee’s statutory entitlements in substitution for the Employee’s rights under this Agreement.

Section 16Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to principles of conflicts of laws. Any action or proceeding brought by a party arising out of or in connection with this Agreement shall be brought solely in a court of competent jurisdiction located in British Columbia. To the extent permitted by law, the parties agree not to contest such exclusive jurisdiction or seek the transfer of any action relating to such dispute to any other jurisdiction. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in British Columbia.

Section 17Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof, including the Prior Agreement. The Employee acknowledges and agrees that there are no outstanding rights, payments or entitlements owing to the Employee under the Prior Agreement and the Executive releases any claims or demands in respect of such rights, payments or entitlements, as of the effective date of this Agreement.

Section 18Amendments

No amendment to or variation of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both Parties hereto.

Section 19Assignment

This Agreement is not assignable by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common control with the Company. This Agreement shall

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enure to the benefit of and be binding upon the Company and its successors and permitted assigns and the Employee and his heirs, executors and administrators.

Section 20Survival

Any provision of this Agreement which expressly states that it is to continue in effect after termination of this Agreement or the Employee's employment, or which by its nature would survive the termination of this Agreement or the Employee's employment, shall do so, regardless of the manner or cause of termination.

Section 21Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 22Headings

The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.

Section 23Time of Essence

Time shall be of the essence in all respects of this Agreement.

Section 24Notice

24.1Any notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given if delivered personally, by electronic transmission, or if sent by prepaid registered mail to the intended recipient of such notice at their respective addresses set forth below or to such other address as may, from time to time, be designated by notice given in the manner provided in this Section:

(a)in the case of the Company:

Ivanhoe Electric Inc. 450 E. Rio Salado Parkway

BOX #4

Tempe, AZ 85281 Attention: Human Resources Email: humanresources@ivanhoeelectric.com

(b)in the case of the Employee, at the address set forth on the first page hereof.

24.2Any notice hand-delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice delivered by registered mail shall be deemed to have been given and received on the 10th business day following the date of mailing. In the case of facsimile transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the sender receives a transmission confirmation report or, if the sender's facsimile machine is not equipped to issue a transmission confirmation report, the recipient confirms in writing that the notice has been received. In the case of e-mail transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the recipient confirms by e-mail or telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to have been given to the Employee while on site or traveling to and from a site unless such notice is hand-delivered to the Employee, or the Employee confirms that he/she has received delivery of the notice by another method.

Section 25Independent Legal Advice

The Employee agrees that he/she has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

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Section 26Counterparts

This Agreement may be executed in counterparts and shall become operative when each party has executed and delivered at least one counterpart.

Signature page to follow.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IVANHOE ELECTRIC INC.

/s/ Taylor Melvin__________________________ Authorized Signatory

SIGNED by the Employee in the presence of:

/s/ Graham Boyd_____________________ ____ X

/s/ Taylor Melvin__________________________    Taylor Melvin________________________________ Witness    Witness Name

Document

February 20, 2026

Re: AMENDED ANNUAL COMPENSATION

Dear Robert Friedland,

In recognition of your valuable contribution to the achievements of Ivanhoe Electric as Executive Chairman, I am pleased to advise you that the Ivanhoe Electric Board of Directors (“Board”) recently approved the following amended annual compensation and change of control terms for you:

Compensation

Effective January 1, 2026, your annual base salary is set at US$600,000 (“Base Salary”), which shall be paid retroactively from the effective date and may be paid in a form of equity as determined by the Board and pursuant to Company’s equity based incentive plans, including the 2022 Long Term Incentive Plan (“Equity Plans”), and associated award agreements. The Base Salary will be reviewed from time to time and, if increased or decreased, such increased or decreased amount shall be the Base Salary hereunder.

In addition to the above Base Salary, you are eligible on an annual basis to receive short term and long term incentive awards, with a short-term bonus target of 100% of Base Salary ("Short Term Bonus") and a long-term bonus target of 250% of Base Salary (“Long Term Bonus”), based on the terms and conditions of the Company's then effective annual incentive and equity based incentive plans or programs as adopted by the Board and contingent upon the degree of achievement of any applicable performance goals. Short Term Bonus and Long Term Bonus shall be awarded in a form of equity as determined by the Board and pursuant to Company’s equity based incentive plans, including the Equity Plans, and associated award agreements.

The compensation set out in this letter will be reviewed annually.

Change in Control

If a Change in Control occurs and, at any time during the twelve (12) month period following such Change

in Control, there occurs a termination of your services as Executive Chairman of the Company, you shall

be entitled to receive:

(i)    a lump sum cash payment, less applicable withholdings, equal to eighteen (18) months of your annual Base Salary; and

(ii)    your equity incentive awards shall be governed in accordance with the terms of the applicable Equity Plans and award grant agreements.

For the purposes of this Agreement, "Change in Control" means any of the following events occurring

after the date hereof:

(i)    a transaction or series of transactions (other than an offering of Common Stock, as defined the Company’s Long Term Incentive Plan, to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; provided however

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that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an Employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with Sections 10.3(f)(iii)(I), 10.3(f)(iii)(II) and 10.3(f)(iii)(III) or (iv); in respect of an Award (as defined in the Company's Long Term Incentive Plan) held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder);

(ii)    the Incumbent Directors, as defined in the Company's Long Term Incentive Plan, or successor plan, cease for any reason to constitute a majority of the Board;

(iii)    the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(a)    which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and

(b)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided however that no person or group shall be treated for purposes of this Section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(c)    after which at least a majority of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board's approval of the execution of the initial agreement providing for such transaction; or

(iv)    the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such payment (or portion thereof) shall only constitute a Change in Control for purposes of the payment if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(S).

I would like to thank you for your outstanding contributions and look forward to what we will achieve in the remainder of 2026.

Sincerely,

/s/ Priya Patil

Priya Patil

Chair of the Compensation and Nominating Committee

Document

Ivanhoe Electric Inc.

Code of Business Conduct and Ethics

BACKGROUND

The Ivanhoe Electric Inc. (“Ivanhoe”) Code of Business Conduct and Ethics (“Code”) applies to all “Covered Persons,” which includes all directors, officers, employees, and authorized representatives of Ivanhoe and its subsidiaries, as well as Ivanhoe’s consultants, contractors, and advisors.

This Code reflects our commitment to a culture of honesty, integrity, accountability and respect for the communities in which Ivanhoe operates. This Code is designed to:

•promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•promote full, fair, accurate, timely, and understandable disclosure in periodic reports and documents that Ivanhoe files with, or submits to, any stock exchange and in other public communications made by Ivanhoe;

•promote compliance with applicable stock exchanges on which Ivanhoe is listed and governmental laws, rules, and regulations;

•promote prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

•ensure accountability for adherence to the Code.

This Code also outlines the basic principles and policies with which every Covered Person at Ivanhoe is required to comply.

We require the highest standards of professional and ethical conduct from each of our Covered Persons. Our reputation for honesty and integrity is important for the success of our business, and violations of laws or regulations or any unscrupulous dealings will not be tolerated.

We aim for our business practices to be compatible with and sensitive to the economic and social priorities of each location in which we operate. Although customs may vary from country to country, and ethical standards may vary in different business environments, honesty and integrity are integral to the carrying out of our business activities.

While this Code sets forth policies and guidelines to address many aspects of Ivanhoe’s business, every situation cannot reasonably be addressed in this Code. Therefore, in addition to conforming to the Code, Covered Persons are expected to seek guidance in any case where they consider there may be a question about compliance with the letter or spirit of our policies and applicable laws. This Code sets forth general principles and does not supersede specific policies and procedures that are in effect.

This Code will be reviewed periodically by Ivanhoe’s board of directors (the “Board”) and supplemented and/or adjusted from time to time as may be required.

SPECIFICS OF CODE

1.Compliance with Laws, Rules and Regulations

We have a responsibility to monitor all legal boundaries and comply with all applicable laws, rules, and regulations in all of our activities, regardless of where they take place. Compliance with the letter and spirit of all laws, rules, and regulations applicable to our business is important for our reputation and continued success. We must respect and obey the local laws of the jurisdictions in which we operate and take steps to avoid even an appearance of impropriety.

Officers, employees, and authorized representatives who fail to comply with our Code, Policies, Standards, Guidelines or applicable laws will be subject to disciplinary measures, up to and including termination from Ivanhoe. Any questions about compliance with this Code should be addressed to your supervisor, the General Manager or Ivanhoe’s Corporate Secretary.

2.Conflicts of Interest

A conflict of interest occurs when a Covered Person’s private interest (or the interest of a member of their family) interferes, or appears to interfere, in any way with the interests of Ivanhoe as a whole. A conflict of interest could arise when:

•a Covered Person (or a member of their family) takes action for their direct or indirect benefit, or the direct or indirect benefit of a third party, which is inconsistent with, or may be harmful to, the interests of Ivanhoe;

•a Covered Person (or a member of their family) takes actions or has interests that may make it difficult to perform their work for Ivanhoe objectively and effectively; or

•a Covered Person (or a member of their family) receives improper personal benefits as a result of their position in Ivanhoe.

Loans by Ivanhoe to, or guarantees by Ivanhoe of obligations to, a Covered Person (or a member of their family) are of special concern and may constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by Ivanhoe to, or guarantees by Ivanhoe of obligations to, any director or officer (or a member of their family) of Ivanhoe are expressly prohibited.

Activities that could give rise to conflicts of interest by Covered Persons are prohibited unless specifically approved by the Board. Where a conflict involves a director, such as having an interest in a material contract or material transaction involving Ivanhoe, that director is required to disclose their interest to the Board and vote on the matter only once such conflict has been disclosed.

As it is not always clear whether a conflict of interest exists, Covered Persons should seek a determination and prior authorization or approval from the Chair of the Board, Chief Executive Officer, Chief Operating Officer, General Manager or Corporate Secretary. Covered Persons that are directors and officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee of the Board.

3.Corporate Opportunities

Each Covered Person owes a duty to Ivanhoe to advance Ivanhoe’s interests whenever an opportunity to do so arises. Each Covered Person is prohibited from taking, for themselves personally (or for the benefit of friends or family members), opportunities that arise through the use of Ivanhoe’s assets, property, information or position, and from using Ivanhoe’s assets, property, information or position for personal gain. In those cases where the Board has, after receiving the necessary information concerning such opportunity and receiving the advice of legal counsel, if required, confirmed that Ivanhoe has relinquished its interest in an opportunity in compliance with applicable corporate laws, rules and regulations, a Covered Person may pursue such corporate opportunity. A director with an interest in a corporate opportunity being considered by the Board shall refrain from voting at the Board meeting considering such opportunity.

If employees have any doubts about whether any activities they are contemplating violate this requirement, they must refer the issues to the Chief Executive Officer, Chief Operating Officer, General Manager, or Corporate Secretary.

4.Confidentiality

Covered Persons must maintain the confidentiality of information entrusted to them by Ivanhoe or by its customers, suppliers or partners, or that otherwise comes into their possession in the course of their work, except when disclosure is expressly authorized or is required or permitted by law. The obligation to preserve confidential information continues even after a Covered Person leaves Ivanhoe. A Covered Person who has received or has access to confidential information should take care to keep this information confidential. In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.

Every Covered Person has a duty to refrain from disclosing to any person confidential or proprietary information about Ivanhoe or any other company learned in the course of the Covered Person’s employment or providing services for Ivanhoe until that information is disclosed to the public through approved channels. This Code requires you to refrain from discussing confidential or proprietary information with outsiders and even with other employees, consultants, and contractors of Ivanhoe, unless those persons have a legitimate need to know the information in order to perform their job duties.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, mobile devices, computer storage devices, and laptop computers, must be stored securely. Unauthorized posting or discussion of any information on the Internet concerning Ivanhoe’s business, information, or prospects is prohibited. Discussions about Ivanhoe’s business, information, or prospects via social media, in any chat room, or via other digital formats must be conducted in compliance with our social media policy. Be cautious when discussing sensitive information in public places like elevators, airports,

restaurants, and quasi-public areas in and around our place of business. All Ivanhoe emails, voicemails, and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of Ivanhoe except where required for legitimate business purposes.

This policy regarding confidentiality is in addition to the requirements of any confidentiality agreement you may have with Ivanhoe.

5.Protection and Proper Use of Company Assets

Each Covered Person should endeavor to protect Ivanhoe’s assets and ensure their efficient use. Theft, embezzlement, carelessness and waste have a direct impact on Ivanhoe’s operational and financial success. Any suspected incidents of fraud, embezzlement, or theft should be immediately reported to a supervisor or a member of Ivanhoe’s management for investigation.

Ivanhoe’s assets, such as funds, data, products or computers, may be used only for legitimate business purposes or other purposes approved by Ivanhoe’s management. These assets may never be used for illegal purposes.

The obligation to protect Ivanhoe’s assets includes Ivanhoe’s proprietary information. Proprietary information includes any information that is not generally known to the public or would benefit our competitors. Examples of proprietary information include exploration data and results, project studies, intellectual property, business and marketing plans and employee information. The obligation to preserve proprietary information continues even after Covered Persons no longer work for Ivanhoe or otherwise affiliated with Ivanhoe.

6.Insider Trading

Covered Persons who have access to material non-public information are not permitted to use or share that information for securities trading purposes or for any other purpose except to conduct our business. All material non-public information about Ivanhoe or about companies with which we do business is considered confidential information. To use material non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is both unethical and illegal. Covered Persons must exercise the utmost care when handling material non-public information.

Ivanhoe has adopted a separate policy on insider trading that applies to all Covered Persons. Covered Persons should consult Ivanhoe’s policy on insider trading for more specific information on the definition of “material non-public information” and on the prohibition on insider trading, as well as information on trading “blackouts,” which prohibit trading in Ivanhoe’s securities during certain periods. Covered Persons are also reminded that any proposed transaction by them in Ivanhoe securities must be pre-cleared with the Corporate Secretary or Chief Financial Officer prior to execution.

7.Compliance with Environmental Laws

Ivanhoe is sensitive to the environmental consequences of its activities, which it strives to mitigate. Ivanhoe and its Covered Persons will comply with all applicable environmental laws and regulations within all jurisdictions in which it operates.

Ivanhoe will endeavor to restore areas disturbed by its activities to a state generally equivalent to that which existed prior to the conduct of Ivanhoe’s exploration and mining activities.

If any officer, employee or authorized representative has any doubt as to the applicability or meaning of a particular environmental law or regulation as it applies to Ivanhoe, the individual should discuss the matter with his or her supervisor, the General Manager, the Chief Executive Officer, or Chief Operating Officer. Directors are encouraged to consult directly with the Chair of the Board.

8.Respect for Communities and Local Customs

Ivanhoe has the privilege of operating in a diverse range of local communities globally and is committed to the support of, and appreciation for, the customs and traditions of these communities. All Covered Persons are expected to show respect for the culture and people of the communities in which they work and to observe project-specific best practices when visiting Ivanhoe’s work sites.

Under no circumstances may a Covered Person:

•engage in unauthorized hunting and fishing, the collection or possession of plants or animals, or trespass upon holy or sacred sites, including those honoring ancestry, unless such Covered Person is a national acting in accordance with applicable laws or has been provided with customary authorization;

•pay or hire people from local communities to provide sexual services of any kind or engage in or counsel any form of sexual exploitation;

•purchase or possess archeological or sacred artifacts (if such an artifact or site is encountered during operations, work at the specific location should be halted, a supervisor informed, and instructions sought); or

•purchase precious stones or metals for personal use, unless such purchase is made from an authorized vendor who holds a valid license from the relevant government department or agency.

If any Covered Person has any doubt as to the customs or practices of a particular community or jurisdiction, the individual should discuss the matter with his or her supervisor, the Chief Executive Officer, Chief Operating Officer or General Manager. Directors are encouraged to consult directly with the Chair of the Board.

9.Equal Opportunity

We believe that diversity and inclusion are essential to fostering innovation, creativity, and growth. Our leadership team is committed to fostering a culture of inclusion and ensuring that diversity is integrated into our business strategies and practices. We are

committed to creating a workplace where everyone feels valued, respected, and empowered to contribute their best work.

•We strive to create a welcoming environment where all employees feel included, respected, and valued, regardless of their background, identity, or beliefs.

•We provide equal opportunities for employment, advancement, and development to all individuals, regardless of race, ethnicity, gender, age, religion, disability, or sexual orientation, ancestry, national origin, citizenship, genetic information, military status, or any other status or characteristic protected by law.

•We align our recruiting and workforce retention practices to reflect the communities we serve.

•We maintain a zero-tolerance policy for any form of discrimination, harassment, or retaliation. Any concerns or complaints will be taken seriously and addressed promptly.

•We provide ongoing training and development opportunities to educate our employees about diversity and inclusion and to promote a culture of respect and understanding.

10.Human Rights

Ivanhoe is committed to respecting and promoting human rights in all aspects of our business operations. We believe that every individual is entitled to be treated with dignity and respect and we are dedicated to promoting and protecting human rights in all our business activities. By adhering to these principles, we strive to create a positive and respectful environment for all Covered Persons.

•We uphold and respect internationally recognized human rights standards and principles, including those outlined in the Universal Declaration of Human Rights.

•We prohibit discrimination based on race, color, gender, age, religion, nationality, sexual orientation, disability, or any other characteristic.

•We promote a safe and healthy working environment for all employees. We comply with all relevant health and safety laws and regulations and continually seek to improve our safety standards.

•We support fair labor practices to help ensure that all employees are treated fairly and compensated appropriately. We do not tolerate any form of forced labor, child labor, or exploitation.

•We respect the rights of employees to freely associate and collectively bargain. We support open communication and dialogue between employees and management.

•We are committed to protecting the privacy and confidentiality of our employees' and customers' personal information. We adhere to all relevant data protection laws and regulations.

•We provide training and resources to our employees to raise awareness about human rights to ensure that these principles are integrated into our daily operations.

11.Anti-Harassment

Ivanhoe’s employees have the right to work in an environment that is free from intimidation, harassment, and abuse. At Ivanhoe, we are committed to providing a work environment free of unlawful harassment of any kind. Verbal or physical conduct by any employee that harasses another or disrupts another’s work performance or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. Our anti- harassment policy applies to all persons involved in the operation of the Company and prohibits unlawful harassment by any employee.

In addition, unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature are specifically prohibited. Employees are encouraged to help each other by speaking out when a co-worker’s conduct makes them or others uncomfortable and are responsible for promptly reporting harassment when it occurs.

Ivanhoe has internal complaint procedures to immediately address and undertake an effective, thorough, and objective investigation. If an employee believes that he/she has been unlawfully harassed, they should submit a written complaint to their manager, the Chief Executive Officer, Chief Operating Officer, or Human Resources as soon as possible after the incident. If it is determined that unlawful harassment has occurred, effective remedial action will be taken. Any employee determined by Ivanhoe to be responsible for unlawful harassment will be subject to appropriate disciplinary action, up to and including termination.

12.Health and Safety

All Covered Persons are responsible for maintaining a safe workplace by diligently following health and safety rules and best practices. Ivanhoe is committed to keeping its workplaces free from unnecessary hazards and effectively managing health and safety risks.

To protect the health and safety of all individuals at Ivanhoe’s various work sites, illegal drugs and alcohol are strictly banned from any of Ivanhoe’s projects. Covered Persons must report to work free from the influence of any substance that could jeopardize the safe and effective conduct of work activities. Ivanhoe has implemented a policy prohibiting the use of drugs and alcohol in the workplace that provides further guidance on the prohibition of use of drugs and alcohol.

The possession of unauthorized weapons is strictly prohibited in the workplace.

Any accidents, injuries, unsafe equipment, practices or conditions should be immediately reported to a supervisor or other designated person. If anyone subject to

this Code has any doubt about the applicability or meaning of a particular health or safety regulation, the individual should discuss the matter with a supervisor, the Chief

Executive Officer, Chief Operating Officer or General Manager. Directors are encouraged to consult directly with the Chair of the Board.

13.Transportation and Road Safety

As part of Ivanhoe’s commitment to safe work environments, Covered Persons are expected to observe safe-driving rules, including established speed limits, when operating vehicles on or off project property. Covered Persons operating company vehicles are not permitted to transport anyone who is not also a Covered Person, or otherwise authorized. Personal use of Ivanhoe vehicles is not permitted unless prior written authorization is obtained.

14.Financial and Business Disclosure and Accuracy of Company Records and Reporting

Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions and to meet our reporting obligations to our stakeholders, as well as our reporting obligations to the stock exchanges on which Ivanhoe’s securities are listed, as well as the appropriate regulators. This includes Ivanhoe’s accounting and financial reporting and ongoing disclosure requirements under applicable corporate, anti- corruption, securities and stock exchange laws, rules and regulations. Ivanhoe’s accounting and other records are relied upon to produce reports for Ivanhoe’s management, stockholders, creditors, governmental agencies and others. Specifically, Ivanhoe's periodic reports and other documents filed with the appropriate securities commissions, including all financial statements and other financial information, must comply with applicable federal, provincial and other securities laws and regulations. Full, fair, accurate, timely and understandable disclosure in reports and other documents that we may file with, or submit to, securities regulators, stock exchanges on which Ivanhoe’s securities are listed, as well as in public communications is critical for Ivanhoe to maintain its reputation and to comply with its obligations under applicable corporate and securities laws, and to meet the expectations of our stockholders and other members of the investment community. In preparing such accounts, reports and documents and other public communications, the following guidelines should be adhered to:

•all accounting records, and the reports produced from such records, must be in accordance with applicable laws;

•all accounting records must fairly and accurately reflect all transactions or occurrences to which they relate;

•no accounting records should contain any intentionally false or misleading entries;

•no transactions should be intentionally misclassified as to accounts, departments or accounting periods;

•no information should be concealed from Ivanhoe’s independent public accountants; and

•compliance with Ivanhoe’s system of internal controls is required.

If any Covered Person has concerns or complaints regarding accounting or auditing issues, the individual is encouraged to submit those concerns to the Chair of the Board or the Corporate Secretary in writing, by telephone (1-844-680-3966) or online using Ivanhoe’s confidential whistleblower reporting system (ivanhoeelectric.ethicspoint.com).

Business records and communications often become public through legal or regulatory investigations, or the media. We should avoid exaggeration, derogatory remarks, legal

conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including e-mail and informal notes or inter-office memos. Records must be retained in strict accordance with Ivanhoe’s records retention policy and should be destroyed only as and when permitted under that policy.

15.Use of E-Mail and Internet Services

E-mail systems and Internet services are provided to help Covered Persons perform assigned work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. Covered Persons should not access, send or download any information that could be insulting, offensive or defamatory to another person, such as sexually explicit messages, ethnic or racial slurs or other messages that could be viewed as harassment.

Messages, including voicemail, and computer information (including records of websites visited) are considered the property of Ivanhoe and Covered Persons should not have any expectations of privacy related to their use of Ivanhoe property. Unless prohibited by law, Ivanhoe reserves the right to access and disclose this information as necessary for business purposes. Covered Persons should use good judgment and not exchange messages or access or store any information that they would not want to be seen or heard by other individuals.

16.Gifts and Entertainment; Fair Dealing

Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures, gifts and entertainment play a significant role in establishing and maintaining business relationships. However, problems may arise when such courtesies compromise, or may appear to compromise, a person’s ability to make objective and fair business decisions. The same rules apply to Covered Persons offering gifts and entertainment to our various business associates.

Covered Persons should avoid offering or receiving any gift, gratuity or entertainment that might be perceived as unfairly influencing a business relationship. Special laws apply to benefits, including gifts, given to or for the benefit of public officials. For that reason, under no circumstances should any gift, gratuity or entertainment be offered or given to a public official without prior consultation with the Chief Executive Officer, Chief Operating Officer, General Manager, or Corporate Secretary, who, with the advice of

counsel, as necessary, will determine acceptability from both a legal and a corporate policy point of view. See “Payments to Domestic and Foreign Officials,” below.

The value of all gifts should be nominal with respect to frequency and amount. Gifts that are repetitive, no matter how small, may be perceived as an attempt to create an obligation to the giver and therefore are inappropriate. Similarly, business entertainment should be moderately scaled and intended only to facilitate business goals. If Covered Persons are having difficulty determining whether a specific gift or entertainment item lies within the bounds of acceptable business practice, they should consult their supervisor and ask themselves whether or not the gift or item is legal, business related, moderate and reasonable, whether or not public disclosure would embarrass Ivanhoe, and whether or not there is any pressure to reciprocate or grant special favors.

Each Covered Person must also deal fairly with Ivanhoe's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing their job. No Covered Person may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

17.Payments to Domestic and Foreign Officials

All Covered Persons must comply with all applicable laws and regulations prohibiting improper payments or other contributions or benefits to domestic and foreign public officials, including, but not limited to, Foreign Corrupt Practices Act of 1997 (United States) and the Corruption of Foreign Public Officials Act (Canada), the U.K. Bribery Act, and the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, as each may be amended from time to time (collectively, the “Acts”).

While the Acts are not identical, the Acts generally make it illegal for a person, in order to obtain or retain business or to gain a business advantage, directly or indirectly, to offer or agree to give or offer loans, rewards, cash or other payments or benefits of any kind to foreign public officials or to any person for the benefit of public officials. Foreign public officials include persons holding legislative, administrative or judicial positions with a foreign state or a subdivision of that state, persons who perform public duties or functions for a foreign state (such as persons employed by boards, commissions or government-owned or -controlled corporations), officials and agents of international organizations, foreign political parties and candidates for office.

Covered Persons shall not offer or pay bribes, kickbacks, or other similar payments to any person, organization, or government official to secure improper advantages. This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action, even in location where such activity may not violate local law. Any payment to a public official, directly or indirectly, including so-called facilitation payments, are prohibited. Any Covered Person who has any questions about the application of this policy to any particular situation should promptly report the matter to the Chief Executive Officer, Chief Operating Officer, General Manager, or Corporate Secretary, and in the case of an Ivanhoe director, to the Chair of the Board, who will then seek legal advice whenever there is a reasonable belief that a violation of the Acts has occurred or may occur, and will determine acceptability from a legal and a

corporate policy point of view, and any appropriate accounting treatment and disclosures that are applicable to the particular situation. Violation of any of the Acts is a criminal offense, which could subject Ivanhoe to substantial fines and other penalties and any Covered Person to imprisonment and/or fines. Violation of this policy may result in disciplinary actions up to and including discharge from Ivanhoe. Violations of this policy also may constitute violations of law and may result in civil or criminal penalties to Covered Persons, their supervisors, and Ivanhoe.

18.Reporting of any Illegal or Unethical behavior

Ivanhoe is strongly committed to conducting its business in a lawful and ethical manner.

Covered Persons are expected to report all known and suspected violations of this Code promptly by one of the following methods: to their respective supervisors, to the Chief Executive Officer, Chief Operating Officer, General Manager, Corporate Secretary, and in the case of an Ivanhoe director, the Chair of the Board. Reports may also be made confidentially through Ivanhoe’s established whistleblower reporting system, including its confidential online whistleblower portal (ivanhoeelectric.ethicspoint.com). Covered Persons may choose to remain anonymous in reporting possible violations of this Code and all reports will remain confidential. It is unacceptable for a person to file a report knowing it to be false.

Ivanhoe prohibits retaliatory action against any Covered Person who, in good faith, reports a possible violation of this Code. All concerns will be taken seriously and handled promptly, professionally and as confidentially as possible. Anyone who attempts to retaliate against another Covered Person for reporting known or suspected violation of law or this Code is in violation of this Code and subject to disciplinary action, up to and including termination. Retaliation also may be a violation of the law, and as such, could subject the offender to personal liability.

19.Compliance Procedures

This Code cannot, and is not intended to, address all of the situations Covered Persons may encounter. There will be occasions when circumstances not explicitly covered by corporate policy may arise and a judgment as to the appropriate course of action will have to be made. In those circumstances, or if Covered Persons have any questions concerning their obligations under this Code, we encourage them to use their common sense and to contact their supervisors or a member of senior management for guidance. Senior management are encouraged to consult with the Chief Executive Officer, Chief Operating Officer, General Manager, or Corporate Secretary. Directors are encouraged to consult directly with the Chair of the Board.

Ivanhoe must ensure prompt and consistent action against violations of this Code. If Covered Persons fail to comply with this Code or applicable laws, rules or regulations, Ivanhoe will take such preventative or disciplinary measures as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities. Violations of this Code also may constitute violations of the law and may result in civil or criminal penalties for Covered Persons and Ivanhoe.

20.Amendment, Modification and Waivers of the Code of Business Conduct and Ethics

The Code may be amended or modified by the Board and waivers may be granted by a majority vote of the independent directors of the Board, subject to disclosure and other provisions of applicable securities legislation and the requirement of the stock exchanges on which Ivanhoe’s securities are listed.

Approved by the Board of Directors on August 13, 2025

13

Document

Ivanhoe Electric Inc.

Insider Trading Compliance Policy

I.OVERVIEW    2

II.EXPLANATION OF INSIDER TRADING    3

A.    What Facts are Material?    3

B.    What is Non-public?    4

C.    Who is an Insider?    4

D.    Penalties for Engaging in Insider Trading    5

E.    Size of Transaction and Reason for Transaction Do Not Matter    6

F.    Prohibition of Records Falsification and False Statements    6

III.STATEMENT OF POLICIES PROHIBITING INSIDER TRADING    6

A.    Trading on Material Non-Public Information    6

B.    Tipping    8

C.    Confidentiality of Non-public Information    8

IV.STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING    8

A.    Trading Blackout Periods    8

B.    Pre-Clearance of All Trades    10

C.    Post-Termination Transactions    10

D.    Information Relating to the Company    10

E.    Limitations on Access to Company Information    11

V.ADDITIONAL PROHIBITED TRANSACTIONS    12

A.    Short Sales    12

B.    Publicly Traded Options    12

C.    Hedging Transactions    12

D.    Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans    13

VI.RULE 10b5-1 TRADING PLANS, SECTION 16 AND RULE 144    13

A.    Rule 10b5-1 Trading Plans    13

B.    Section 16: Insider Reporting Requirements, Short-Swing Profits and Short Sales (Applicable to Officers, Directors and 10% Stockholders)    18

C.    Rule 144 (Applicable to Officers, Directors and 10% Stockholders)    19

VII.CERTIFICATION OF COMPLIANCE    20

Attachment A: Short-swing Profit Rule Section 16(B) Checklist

Attachment B: Certificate of Compliance (Action Required)

Ivanhoe Electric Insider Trading Compliance Policy Page 2 of 24

IOVERVIEW

Preventing insider trading is necessary to comply with United States securities laws, applicable Canadian securities laws, and to preserve the reputation and integrity of the Company and its affiliated persons. Ivanhoe Electric Inc. (“Ivanhoe” or the “Company”) and its insiders are also subject to Canadian securities laws regarding insider trading which in most respects are substantially the same as United States’ securities laws. Where a different standard exists, Covered Persons are required to comply with the higher standard. Where applicable, this policy notes the equivalent Canadian law as well.

“Insider trading” occurs when any person Purchases or Sells a security (e.g., common stock) while in possession of “inside information” relating to the security or tips others about that information who in turn Purchase or sell the security before the information is released publicly and is absorbed by the market.1 As explained in Section III below, “inside information” is information that is both “material” and “non-public” about a company (whether Ivanhoe or another company).

The Company considers strict compliance with the policies set forth in this Policy to be a matter of utmost importance. A violation of this Policy could cause extreme embarrassment and possible legal liability to individuals and the Company. Insider trading violates several laws, including civil and criminal laws in both the United States and Canada. The penalties for violating insider trading laws include imprisonment, disgorgement of profits, civil fines, and criminal fines of up to $5 million for individuals and $25 million for entities.2 Insider trading is also prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including immediate removal or dismissal for cause.

This Policy applies to all of the officers, directors, employees, and consultants of Ivanhoe and its subsidiaries (“Covered Persons”) and extends to all activities within and outside an individual’s duties at the Company. Covered Persons are responsible for ensuring that their immediate family members (e.g., spouses, children, stepchildren, parents, grandparents, stepparents, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law) and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account. Notwithstanding the foregoing, this Policy, including without limitation, the pre-clearance process, blackout periods and prohibited transactions, does not apply to venture capital entities or other institutional investors, and the related transactions in the Company’s equity Securities by such entities, that may be affiliated with a director of the Company

1 Under Canadian securities laws, “insider trading” occurs when a person “in a special relationship” with the Company trades with knowledge of a “material fact” or “material change” that has not been generally disclosed.

2 Canadian Securities Laws provide for imprisonment and fines, including fines up to 3 times the profit made or loss avoided.

Ivanhoe Electric Insider Trading Compliance Policy Page 3 of 24

or for Company equity Securities that a director may be deemed to have beneficial ownership of by virtue of such affiliation.

Every Covered Person must review this Policy. Questions regarding the Policy should be directed to the Company’s Corporate Secretary (the “Secretary”), or other person designated by the Board of Directors from time to time, including external legal counsel. The Secretary may also designate additional classes of persons as Covered Persons for purposes of this policy.

IIEXPLANATION OF INSIDER TRADING

“Insider trading” refers to the Purchase or Sale of a Security by someone who is in possession of “material,” “non-public” information relating to the Security.

“Security” or “Securities” includes stocks, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments.

“Purchase” and “Sale” are defined broadly under the United States federal securities law. “Purchase” includes not only the actual purchase of a Security, but any contract to purchase or otherwise acquire a Security. “Sale” includes not only the actual sale of a Security, but any contract to sell or otherwise dispose of a Security.

It is generally understood that insider trading includes the following:

•trading by Insiders (as defined below) while in possession of material, non-public information;

•trading by persons other than Insiders while in possession of material, non-public information, if the information either was given in breach of an Insider’s duty to keep it confidential or was misappropriated3; and

•communicating or tipping material, non-public information to others, including recommending the Purchase or Sale of a Security while in possession of such information.

A.What Facts are Material?

It is not possible to define all categories of material information because the materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a Security, or if the fact is likely to have a significant effect on the market price of the Security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of Security, debt or equity. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions as to the materiality of particular information should be resolved in favor of materiality, and trading should be avoided.

3 Under Canadian securities laws a person who obtains knowledge of undisclosed material facts or material changes from a person what was themselves subject to the insider trading prohibition, is also subject to the insider trading prohibition.

Ivanhoe Electric Insider Trading Compliance Policy Page 4 of 24

Although it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of material information may include but are not limited to:

•Significant exploration developments or discoveries including:

•the results of assays or other exploration analyses;

•pending changes to mineral resources or mineral reserves; and

•the results of mining studies, including preliminary economic assessments or feasibility studies.

•Significant changes to material mineral properties including:

•corporate earnings or earnings forecasts;

•mergers, acquisitions, tender offers or dispositions;

•changes in senior management or control changes;

•the contemplation of any offering of equity;

•significant borrowing or financing developments including pending public sales or offerings of debt (including project finance);

•defaults on borrowings or bankruptcies; and

•significant actual or threatened litigation or regulatory actions.

Material information can be both positive and negative.

B.What is Non-public?

Information is “non-public” if it has not been previously disclosed to the general public through a press release or securities filing and is otherwise not available to the general public. For information to be considered public, it must be widely disseminated in a manner making it generally available to investors through media or a Regulation FD-compliant conference call, or public disclosure documents filed with the Securities and Exchange Commission (the “SEC”) that are available on the SEC’s web site.

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. Disclosure of information at conferences or by broadcast media or interview also does not constitute effective public dissemination.

C.Who is an Insider?

An “Insider” is an officer, director, employee and consultant of a company or anyone else within the company who has material, non-public information about the company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material, non-public information relating to the company’s Securities. All Covered Persons should consider themselves Insiders with respect to material, non-public information about the Company’s business, activities, and Securities. Covered

Ivanhoe Electric Insider Trading Compliance Policy Page 5 of 24

Persons may not trade in the Company’s Securities while in possession of material, non-public information relating to the Company, nor may they tip such information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis.

Covered Persons are responsible for ensuring that their immediate family members and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account.

D.Penalties for Engaging in Insider Trading

Liability for Insider Trading and Tipping

Penalties for trading on or tipping material, non-public information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs (e.g., the Company’s stockholders) under the federal securities laws include:

•SEC administrative sanctions;

•securities industry self-regulatory organization sanctions;

•civil injunctions;

•damage awards to private plaintiffs;

•disgorgement of all profits;

•civil fines for the violator of up to three times the amount of profit gained or loss avoided;

•civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,425,000 or three times the amount of profit gained, or loss avoided by the violator;

•criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and

•jail sentences of up to 20 years.

Insider trading violations, however, are not limited to violations of U.S. federal securities laws. Other federal and state civil or criminal laws also may be violated in connection with insider trading.

Similar severe penalties also exist under Canadian securities laws and breaches of the insider trading prohibition and tipping prohibition are prosecuted by the provincial

Ivanhoe Electric Insider Trading Compliance Policy Page 6 of 24

securities commissions as well as the Royal Canadian Mounted Police as a criminal matter.

Control Persons

The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, may, in certain circumstances, be subject to the following penalties:

•a civil penalty of up to 3 times the profit gained, or loss avoided as a result of the employee’s violation; and

•a criminal penalty of up to $25,000,000.

Possible Company-Imposed Disciplinary Actions

Employees of the Company or its subsidiaries who violate this Policy shall also be subject to disciplinary action, which may include ineligibility for future participation in the Company’s equity incentive plan or termination of employment.

E.Size of Transaction and Reason for Transaction Do Not Matter

The size of the transaction or the amount of profit (or loss avoided) received does not have to be significant to result in prosecution. The SEC and the stock exchanges have the ability to monitor even the smallest trades, and they use sophisticated electronic surveillance techniques to uncover insider trading. Brokers and dealers are required by law to inform the SEC of any possible violations by people who may have material, non-public information. The SEC aggressively investigates and prosecutes even small insider trading violations and violations where the trader, tipper or tippee did not profit from the trading.

F.Prohibition of Records Falsification and False Statements

Section 13(b)(2) of the 1934 Act requires companies subject to the 1934 Act (such as the Company) to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

III.STATEMENT OF POLICIES PROHIBITING INSIDER TRADING

A.Trading on Material Non-Public Information

B.No Covered Person, or any immediate family member or any member of the household of any Covered Person, shall engage in any transaction involving the

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Purchase or Sale of any type of Security while in possession of (including with knowledge of) material, non-public information relating to the Security, whether the issuer of such Security is the Company or any other company. This includes trading in the Securities of any publicly listed company in which Ivanhoe or any of its subsidiaries holds an interest or in which it has a standstill agreement prohibiting the acquisition of Securities. Any Covered Person, or any immediate family member or any member of the household of any Covered Person that holds Securities of any publicly listed company in which Ivanhoe or any of its subsidiaries holds an interest must also abide by the insider trading policy applicable to such company when trading in the Securities of such company.

C.Additionally, no officer, director, employee or consultant of the Company, or other Covered Persons as may be designated by the Company through the Board of Directors, its Disclosure Committee, or the Secretary, or any immediate family member or any member of the household of any such person, shall Purchase or Sell any Security of the Company during the regularly scheduled blackout period beginning at market open on the day following the last trading day of any fiscal quarter of the Company and ending upon completion of the second full trading day after the public release of earnings data for such fiscal quarter whether or not Ivanhoe or any of its officers, directors, employees or any consultants is in possession of material, non-public information. Individuals affected by such regularly scheduled blackout period will be notified by the Company that they are subject to the blackout. The failure of the Company to designate a person as being subject to a regularly scheduled blackout period will not relieve that person of the obligation not to trade while aware of material, non-public information.

Additionally, from time to time, Ivanhoe, through the Board of Directors, its Disclosure Committee, or the Secretary, may recommend that some or all officers, directors, employees, consultants or others suspend trading in Ivanhoe Securities or other company’s Securities because of developments, changes or new facts, which have not yet been disclosed to the public. Individuals affected by such an event-specific blackout will be notified by the Company that they are subject to the blackout. Subject to the exceptions noted below, all those affected should not trade in the Company’s Securities while the suspension is in effect, and in the event that a press release is issued by the Company in connection with the event that resulted in the event-specific blackout, such suspension shall continue for two full trading days after the public release. Additionally, those subject to the event-specific blackout should not disclose to others that we have suspended trading. Events that may give rise to event-specific blackouts may include consideration of major strategic transactions (e.g., acquisitions, dispositions, joint ventures), significant exploration developments, significant legal proceedings and other circumstances that potentially implicate material non-public information.

These prohibitions do not apply to:

•Purchases of a company’s Securities from the the issuer of such Securities or sales of a company’s Securities to the issuer of such Securities, or the surrender

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to or withholding by the issuer of its Securities (e.g., to cover withholding obligations upon the vesting or settlement of equity-based awards);

•exercises of stock options or other equity awards or the surrender of shares to the issuer of the Securities in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement or vesting of equity-based awards that do not involve a market sale of the Securities (note that the “cashless exercise” of a Company stock option does involve a market sale of the Company’s Securities, and therefore would not qualify under this exception);

•bona fide gifts of Securities; or

•Purchases or Sales of Securities made pursuant to any pre-existing binding contract, specific instruction or written plan entered into while the purchaser or seller, as applicable, was unaware of any material, non-public information and which contract, instruction or plan (i) meets all requirements of the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and any similar requirements of the local jurisdiction where the participant resides, (ii) was pre-cleared in advance pursuant to this Policy and (iii) has not been amended or modified in any respect after such initial pre-clearance without such amendment or modification being pre-cleared in advance pursuant to this Policy. For more information about Rule 10b5-1 trading plans and non-Rule 10b5-1 trading arrangements, see Section VI below.

For the purposes of this Policy, a “Trading Day” is a day on which national stock exchanges are open for trading.

B.Tipping

No officer, director, employee, or consultant shall directly or indirectly disclose or pass on (or “tip”) material, non-public information to anyone outside the Company (except in accordance with Ivanhoe’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis. Nor shall such person make recommendations or express opinions on the basis of material, non-public information as to trading in the Ivanhoe’s Securities.

C.Confidentiality of Non-public Information

Non-public information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.

IV.STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING

To ensure compliance with this Policy and applicable United States federal securities laws and Canadian securities laws, and to avoid even the appearance of trading on the basis of inside information, the following procedures have been established, and will be

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maintained and enforced, by the Company to prevent insider trading. Each of the officers and directors and certain of the employees and consultants are required to follow these procedures.

A.Trading Blackout Periods

No officer, director, employee or consultant of the Company, or other Covered Persons as may be designated by the Company through the Board of Directors, its Disclosure Committee, or the Secretary, or any immediate family member or any member of the household of any such person, shall Purchase or Sell any Company Security during the regularly scheduled blackout period beginning at market open on the day following the last trading day of the Company’s fiscal quarter and ending at market close on the second full trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company, except for:

•Purchases of a company’s Securities from the issuer of such Securities or sales of a company’s Securities to the issuer of such Securities, or the surrender to or withholding by the issuer of its Securities (e.g., to cover withholding obligations upon the vesting or settlement of equity-based awards);

•exercises of stock options or other equity awards or the surrender of shares to the issuer of the Securities in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement or vesting of equity-based awards that do not involve a market sale of the Securities (the “cashless exercise” of a Company stock option does involve a market sale of the Company’s Securities, and therefore would not qualify under this exception);

•bona fide gifts of Securities; and

•Purchases or sales of Securities made pursuant to any binding contract, specific instruction or written plan entered into while the purchaser or seller, as applicable, was unaware of any material, non-public information and which contract, instruction or plan (i) meets all requirements of the affirmative defense provided by Rule 10b5-1 and any similar requirements of the local jurisdiction where the participant resides, (ii) was pre-cleared in advance pursuant to this Policy and (iii) has not been amended or modified in any respect after such initial pre-clearance without such amendment or modification being pre-cleared in advance pursuant to this Policy.

Exceptions to the regularly scheduled blackout period policy may be approved only by the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, or, in the case of exceptions for directors, the Chairperson of the Board of Directors or Chairperson of the Audit Committee of the Board of Directors.

From time to time, the Company, through the Board of Directors, the Company’s Disclosure Committee or the Secretary, may recommend that some or all officers,

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directors, employees, consultants or others suspend trading in Company Securities or another company’s Securities because of developments that have not yet been disclosed to the public. Individuals affected by such an event-specific, “special” blackout period will be notified by the Company that they are subject to the blackout. Subject to the exceptions noted above, all those affected should not trade in the Securities while the suspension is in effect, and in the event that Ivanhoe issues a press release in connection with the event that resulted in the event-specific “special” blackout, such suspension shall continue for two full trading days after the public release. Additionally, individuals affected by such an event-specific, “special” blackout period should not disclose to others that we have suspended trading. The failure of the Company to designate a person as being subject to a “special” blackout period will not relieve that person of the obligation not to trade while aware of material, non-public information.

B.Pre-Clearance of All Trades

To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the Purchase and Sale of the Company’s Securities, all officers, directors, employees or consultants of the Company, or other Covered Persons as may be designated by the Company through the Board of Directors, its Disclosure Committee, or the Secretary must pre-clear all transactions in the Company’s Securities (including without limitation, acquisitions and dispositions of stock, the “net” or “cashless” exercise of stock options and the sale of stock issued upon exercise of stock options), other than exercises of stock options with cash or other equity awards or vesting of equity-based awards that do not involve a market sale of Securities. Pre-clearance shall be provided by the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, or, in the case of exceptions for directors, the Chairperson of the Board of Directors or Chairperson of the Audit Committee of the Board of Directors.

As part of the pre-clearance process, the individual requesting pre-clearance must confirm that he or she is not in possession of material, non-public information, and the Company can only assume the truthfulness of their confirmation. Pre-clearance does not relieve anyone of his or her responsibility under SEC rules and applicable Canadian securities laws, and pre-clearance does not mean an individual’s pre-cleared trade is legal. Trading remains at the individual’s own risk. For clarity, transactions in Securities pursuant to a Rule 10b5-1 plan, which was approved in advance of entering into the plan, are considered pre-cleared.

C.Post-Termination Transactions

With the exception of the pre-clearance requirement and the regularly scheduled blackout periods implemented for the release of reports related to a fiscal quarter, the insider trading laws continue to apply to transactions in Securities even after termination of service to the Company. If an individual is in possession of material, non-public information when his or her service terminates, that individual may not trade in the Company’s Securities until that information has become public or is no longer material.

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D.Information Relating to the Company

Access to Information

Access to material, non-public information about the Company, including the Company’s business, mineral properties, earnings, or prospects, should be limited to officers, directors, employees, and consultants of the Company on a need-to-know basis. In addition, such information should not be communicated to anyone outside the Company under any circumstances (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company on an other than need-to-know basis.

In communicating material, non-public information to employees of the Company, all officers, directors, employees, and consultants must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information.

Inquiries From Third Parties

Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to Ivanhoe’s Director of Investor Relations.

E. Limitations on Access to Company Information

The following procedures are designed to maintain confidentiality with respect to the Company’s business operations and activities.

All Covered Persons should take all steps and precautions necessary to restrict access to, and secure, material, non-public information by, among other things:

•maintaining the confidentiality of Company-related transactions;

•conducting their business and social activities so as not to risk inadvertent disclosure of confidential information. Review of confidential documents in public places should be conducted so as to prevent access by unauthorized persons;

•restricting access to documents and files (including computer files) containing material, non-public information to individuals on a need-to-know basis (including maintaining control over the distribution of documents and drafts of documents);

•promptly removing and cleaning up all confidential documents and other materials from conference rooms following the conclusion of any meetings;

•disposing of all confidential documents and other papers, after there is no longer any business or other legally required need, through shredders when appropriate;

•restricting access to areas likely to contain confidential documents or material, non-public information;

•safeguarding laptop computers, mobile devices, tablets, memory sticks, CDs and other items that contain confidential information; and

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•avoiding the discussion of material, non-public information in places where the information could be overheard by others such as in elevators, restrooms, hallways, restaurants, airplanes or taxicabs or in the field.

Personnel involved with material, non-public information, to the extent feasible, should conduct their business and activities in areas separate from other Company activities.

Individual Responsibility

Every Covered Person has the individual responsibility to comply with this Policy against insider trading, regardless of whether a transaction is executed outside a blackout period or is pre-cleared by the Company. The restrictions and procedures are intended to help avoid inadvertent instances of improper insider trading, but appropriate judgment should always be exercised by each employee, officer, and director in connection with any trade in Securities.

A Covered Person may, from time to time, have to forego a proposed transaction even if he or she planned to make the transaction before learning of the material, non-public information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

V.ADDITIONAL PROHIBITED TRANSACTIONS

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if Covered Persons engage in certain types of transactions. Therefore, officers, directors, employees and consultants shall comply with the following policies with respect to certain transactions in the Company Securities:

A.Short Sales

Short sales of the Company’s or its subsidiaries’ Securities evidence an expectation on the part of the seller that the Securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, this Policy prohibits short sales of the Company’s and its subsidiaries’ Securities. In addition, as noted below, Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons from making short sales of the Company’s equity Securities, i.e., sales of shares that the Insider does not own at the time of sale, or sales of shares against which the Insider does not deliver the shares within 20 days after the sale.

B.Publicly Traded Options

A transaction in options is, in effect, a bet on the short-term movement of the stock and therefore creates the appearance that an officer, director, employee or consultant is trading based on inside information. Transactions in options also may focus an officer’s, director’s, employee’s or consultant’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls

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or other derivative Securities involving the Company’s or its subsidiaries’ equity Securities, on an exchange or in any other organized market, are prohibited by this Policy.

C.Hedging Transactions

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an Insider to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the Insider to continue to own the covered Securities, but without the full risks and rewards of ownership. When that occurs, the Insider may no longer have the same objectives as the Company’s other stockholders. Therefore, hedging transactions involving the Company’s and its subsidiaries’ equity Securities, including but not limited to zero-cost collars and forward sale contracts, are prohibited by this Policy.

D.Purchases of the Company’s or its Subsidiaries’ Securities on Margin; Pledging Securities to Secure Margin or Other Loans

Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to Purchase the Company’s or its subsidiaries’ Securities (other than in connection with a cashless exercise of stock options under applicable equity plans). Margin Purchases of the Company’s or its subsidiaries’ Securities are prohibited by this Policy. Pledging the Company’s or its subsidiaries’ Securities as collateral to secure loans is prohibited. This prohibition means, among other things, that an individual cannot hold the Company’s or its subsidiaries’ Securities in a “margin account” (which would allow an individual to borrow against their holdings to buy Securities).

VI.RULE 10b5-1 TRADING PLANS, SECTION 16, AND RULE 144

A.Rule 10b5-1 Trading Plans.

It is strongly recommended that all directors and employees with a title of VICE PRESIDENT OR HIGHER conduct any transactions in the Company’s Securities pursuant to a Rule 10b5-1 Trading Plan.

Overview

Rule 10b5-1 will protect directors, officers, employees and consultants from insider trading liability under Rule 10b5-1 for transactions under a previously established contract, plan or instruction to trade in the Company’s Securities (a “Trading Plan”) entered into in good faith and in accordance with the terms of Rule 10b5-1 and all applicable state laws4 and will be exempt from the trading restrictions set forth in this Policy. The initiation or revocation of, and any modification to, any such Trading Plan will be deemed to be a transaction in the Company’s Securities, and such initiation, revocation or modification is subject to all limitations and prohibitions relating to transactions in the Company’s Securities. Each such Trading Plan, and any modification

4 And where applicable, Canadian securities laws.

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or revocation thereof, must be submitted to and pre-approved by the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, who may impose such conditions on the implementation and operation of the Trading Plan as the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, deems necessary or advisable. The Secretary may prescribe certain forms of Trading Plans to which employees’ Trading Plans must conform. The Secretary may also require that Trading Plans be arranged with a specified broker. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not the Company or the Secretary.

Trading Plans do not exempt individuals from complying with Section 16 short-swing profit rules or liability.

Rule 10b5-1 presents an opportunity for Insiders to establish arrangements to Sell (or Purchase) Company Securities without the restrictions of trading windows and blackout periods, even when there is undisclosed material information. A Trading Plan may also help reduce negative publicity that may result when key executives sell the Company’s Securities. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider trading lawsuit. It does not prevent someone from bringing a lawsuit.

A director, officer, employee, or consultant may enter into a Trading Plan only when he or she is not in possession of material, non-public information, and only during a trading window period outside of the trading blackout period. Although transactions effected under a Trading Plan will not require further pre-clearance at the time of the trade, any transaction (including the quantity and price) made pursuant to a Trading Plan of a Section 16 reporting person must be reported to the Company promptly on the day of each trade to permit the Company’s filing coordinator to assist in the preparation and filing of a required Form 4. Rule 10b5-1 requires a cooling-off period of (i) at least 90 days (and up to 120 days) in the case of a director or officer, and (ii) at least 30 days in the case of any other Covered Person, in each case, between the establishment of a Trading Plan and commencement of any transactions under such plan.

The Company reserves the right from time to time to suspend, discontinue, or otherwise prohibit any transaction in the Company’s Securities, even pursuant to a previously approved Trading Plan, if the Secretary or the Board of Directors, in its discretion, determines that such suspension, discontinuation or other prohibition is in the best interests of the Company. Any Trading Plan submitted for approval hereunder should explicitly acknowledge the Company’s right to prohibit transactions in the Company’s Securities. Failure to discontinue Purchases and Sales as directed shall constitute a violation of the terms of this Policy and result in a loss of the exemption set forth herein.

Officers, directors, employees, and consultants may adopt Trading Plans with brokers that outline a pre-set plan for trading of the Company’s Securities, including the exercise of options. Trades pursuant to a Trading Plan generally may occur at any time. However, as noted above, Rule 10b5-1 requires a cooling-off period of 30-120 days

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between the establishment of a Trading Plan and commencement of any transactions under such plan. Please review the following description of how a Trading Plan works.

Pursuant to Rule 10b5-1, an individual’s Purchase or Sale of Securities will not be “on the basis of” material, non-public information if:

•First, before becoming aware of the information, the individual enters into a binding contract to Purchase or Sell the Securities, provides instructions to another person to sell the Securities or adopts a written plan for trading the Securities (i.e., the Trading Plan).

•Second, the Trading Plan must:

•specify the amount of Securities to be purchased or sold, the price at which the Securities are to be purchased or sold and the date on which the Securities are to be purchased or sold;

•provide a written formula or algorithm, or computer program, for determining the amount of Securities to be purchased or sold and the price at which and the date on which the Securities are to be purchased or sold; or

•prohibit the individual from exercising any subsequent influence over the Purchase or Sale of the Company’s Securities under the Trading Plan in question.

•Third, the Purchase or Sale must occur pursuant to the Trading Plan and the individual must not enter into or alter a corresponding hedging transaction or alter or deviate from the Trading Plan.

•Fourth, the Trading Plan must be given or entered into in good faith and not as a part of a plan or scheme to evade applicable securities laws, and the individual must act in good faith. If the individual is a director or officer, the Trading Plan must include a certification that the individual is not aware of any material non-public information about the Security or issuer, and the individual is adopting the plan in good faith and not as part of a plan or scheme to evade applicable securities laws.

•Fifth, no Purchases or Sales under a Trading Plan may occur until the expiration of a cooling-off period consisting of:

•In the case of a director or officer, the later of (i) 90 days after the adoption of the Trading Plan or (ii) two business days following the disclosure of the issuer’s financial results for the completed financial results for the completed fiscal quarter in which the Trading Plan was adopted (but, in any event, subject to a maximum of 120 days after adoption of the Trading Plan); or

•For all other Covered Persons, 30 days after adoption of the Trading Plan.

•Sixth, except as specifically permitted by Rule 10b5-1, the individual has no other Trading Plan for Purchases or Sales of the issuer’s Securities on the open market.

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Revocation of and Amendments to Trading Plans

Revocation of Trading Plans should occur only in unusual circumstances. Effectiveness of any revocation, modification or amendment of a Trading Plan will be subject to the prior review and approval of the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer. Revocation is affected upon written notice to the broker. Once a Trading Plan has been revoked, the participant should wait at least 30 days before trading outside of a Trading Plan and 180 days before establishing a new Trading Plan. Individuals should note that revocation of a Trading Plan can result in the loss of an affirmative defense for past or future transactions under a Trading Plan. Individuals should consult with their own legal counsel before deciding to revoke a Trading Plan. In any event, individuals should not assume that compliance with the 180-day bar will protect them from possible adverse legal consequences of a Trading Plan revocation.

A person acting in good faith may amend a prior Trading Plan so long as such amendments are made outside of a quarterly blackout or other blackout period and at a time when the Trading Plan participant does not possess material, non-public information. For purposes of Rule 10b5-1, any modification or change to the amount, price, or timing of the Purchase or Sale of the Securities underlying a Trading Plan is treated as a termination of the Trading Plan and is subject to a new cooling off period of 30-120 days as discussed above. Other types of Trading Plan amendments are subject to a cooling-off period of at least 30 days between the amendment of a Trading Plan and commencement of any transactions under such plan.

A Trading Plan shall include provision for suspension or revocation in certain circumstances, such as the announcement of a merger or the occurrence of an event that would cause the transaction either to violate the law or be expected to have an adverse effect on the Company. The Secretary or administrator of the Company’s stock plans is authorized to notify the broker in such circumstances, thereby insulating the Insider in the event of suspension or revocation.

Discretionary Plans

Although non-discretionary Trading Plans are preferred, discretionary Trading Plans, where the discretion or control over trading is transferred to a broker, are permitted if pre-approved by the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, in each case on the advice of external legal counsel.

The Company’s Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer, on the advice of external legal counsel, must pre-approve any Trading Plan, arrangement or trading instructions, etc., involving potential Sales or Purchases of Ivanhoe’s Securities or option exercises, including but not limited to, blind trusts, discretionary accounts with banks or brokers, or limit orders. The actual transactions effected pursuant to a pre-approved Trading Plan will not be subject to further pre-clearance for transactions in Ivanhoe’s Securities once the Trading Plan or other arrangement has been pre-approved by the Secretary, or if the Secretary is unavailable, the Chief Financial Officer.

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Reporting (if required)

If required, an SEC Form 144 will be completed and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate that the trades “are in accordance with a Trading Plan adopted under 10b5-1.” For Section 16 reporting persons, Forms 4 are required to be filed before the end of the second business day following the date that the broker, dealer or plan administrator informs the individual that a transaction was executed. The applicable box on Form 4 should be checked to indicate reliance upon Rule 10b5-1.

Options

Exercises of options for cash may be executed at any time. “Cashless exercise” option exercises are subject to trading windows. However, the Company will permit same day sales under Trading Plans. If a broker is required to execute a cashless exercise in accordance with a Trading Plan, then the Company must have exercise forms attached to the Trading Plan that are signed, undated and with the number of shares to be exercised left blank. Once a broker determines that the time is right to exercise the option and dispose of the shares in accordance with the Trading Plan, the broker will notify the Company in writing and the administrator of the Company’s stock plans will fill in the number of shares and the date of exercise on the previously signed exercise form. The Insider should not be involved with this part of the exercise.

Trades Outside of a Trading Plan

During an open trading window, trading in Securities not pursuant to an approved Trading Plan is allowed as long as the trading instructions in the approved Trading Plan continue to be followed.

Public Announcements

The Company may make a public announcement that Trading Plans are being implemented in accordance with Rule 10b5-1. It will consider in each case whether a public announcement of a particular Trading Plan should be made. It may also make public announcements or respond to inquiries from the media as transactions are made under a Trading Plan.

Prohibited Transactions

The transactions prohibited under Section V of this Policy, including among others short sales, and hedging transactions, may not be carried out through a Trading Plan or other arrangement or trading instruction involving potential Sales or Purchases of Securities.

No Section 16 Protection

The use of Trading Plans does not exempt participants from complying with the Section 16 reporting rules or liability for short-swing trades.

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Limitation on Liability

None of the Company, the authorizing officer or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a Trading Plan submitted pursuant to this Section VI.A. Notwithstanding any review of a Trading Plan pursuant to this Section VI.A, none of the Company, the authorizing officer or the Company’s other employees assumes any liability for the legality or consequences relating to such Trading Plan to the person adopting such Trading Plan.

Non-Rule 10b5-1 Trading Arrangements

The Company is required to make certain public disclosures regarding the adoption or termination by any director or officer of any Trading Plan and any non-Rule 10b5-1 trading arrangement. The Company encourages those Covered Persons that wish to transact pursuant to a pre-planned arrangement to adopt a Rule 10b5-1 Trading Plan as described above. The Company discourages the use of any “non-Rule 10b5-1 trading arrangement”. Further, transactions pursuant to non-Rule 10b5-1 trading arrangements are not exempted from the Company’s blackout policies.

If a Covered Person nevertheless seeks to adopt a non-Rule 10b5-1 trading arrangement, each non-Rule 10b5-1 trading arrangement, and any modification or revocation thereof, must be submitted to and pre-approved by the Company’s Secretary or, if the Secretary is unavailable, by the Company’s Chief Financial Officer.

A “non-Rule 10b5-1 trading arrangement” exists when, in a manner that does not comply with all of the requirements of Rule 10b5-1:

•The individual asserts that at a time when they were not aware of material non-public information about the Security or the issuer of the Security they had adopted a written arrangement for trading the Securities; and

•The trading arrangement:

•Specified the amount of Securities to be purchased or sold and the price at which and the date on which the Securities were to be purchased or sold;

•Included a written formula or algorithm, or computer program, for determining the amount of Securities to be purchased or sold and the price at which and the date on which the Securities were to be purchased or sold; or

•Did not permit the Covered Person to exercise any subsequent influence over how, when, or whether to effect Purchases or Sales; provided, in addition, that any other person who, pursuant to the trading arrangement, did exercise such influence must not have been aware of material non-public information when doing so.

B.Section 16: Insider Reporting Requirements, Short-Swing Profits and Short Sales (Applicable to Officers, Directors and 10% Stockholders)

Reporting Obligations Under Section 16(a): SEC Forms 3, 4 and 5

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Section 16(a) of the 1934 Act generally requires all officers, directors and beneficial owners of more than ten percent of our outstanding stock (each, a “10% stockholder”) (each, a “Section 16 insider”), within 10 days after the Section 16 insider becomes an officer, director, or 10% stockholder, to file with the SEC an “Initial Statement of Beneficial Ownership of Securities” on Form 3 listing the amount of the Company’s stock, options and warrants which the Section 16 insider beneficially owns. Following the initial filing on Form 3, changes in beneficial ownership of the Company’s stock, options and warrants must be reported on Form 4, generally within two business days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year end. A Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, Purchases or Sales of Company equity Securities made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain Purchases or Sales of Company equity Securities made within six months after an officer or director ceases to be an Insider must be reported on Form 4.

Recovery of Profits Under Section 16(b)

For the purpose of preventing the unfair use of information which may have been obtained by a Section 16 insider, any profits realized by any officer, director or 10% stockholder from any “Purchase” and “Sale” of Company equity Securities during a six-month period (so called “short-swing profits”) are subject to recovery by the Company. When such a Purchase and Sale occur, good faith is no defense. The Section 16 insider is liable even if compelled to sell for personal reasons, and even if the sale takes place after full disclosure and without the use of any inside information.

The liability of an Insider under Section 16(b) of the 1934 Act is only to the Company itself. The Company, however, cannot waive its right to short swing profits, and any Company stockholder can bring suit in the name of the Company. Reports of ownership filed with the SEC on Form 3, Form 4 or Form 5 pursuant to Section 16(a) (discussed above) are readily available to the public, and certain attorneys carefully monitor these reports for potential Section 16(b) violations. In addition, liabilities under Section 16(b) may require separate disclosure in the Company’s annual report to the SEC on Form 10-K or its proxy statement for its annual meeting of stockholders. No suit may be brought more than two years after the date the profit was realized. However, if the Section 16 insider fails to file a report of the transaction under Section 16(a), as required, the two-year limitation period does not begin to run until after the transactions giving rise to the profit have been disclosed. Failure to report transactions and late filing of reports require separate disclosure in the Company’s proxy statement.

Officers and directors should consult the attached “Short-Swing Profit Rule Section 16(b) Checklist” attached hereto as Attachment A, in addition to consulting the Secretary or, if applicable, the Chief Financial Officer, prior to engaging in any transactions involving the Company’s equity Securities, including without limitation, the Company’s stock, options or warrants.

Short Sales Prohibited Under Section 16(c)

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Section 16(c) of the 1934 Act prohibits Insiders absolutely from making short sales of the Company’s equity Securities. Short sales include sales of stock which the Insider does not own at the time of sale, or sales of stock against which the Insider does not deliver the shares within 20 days after the sale. Under certain circumstances, the Purchase or Sale of put or call options, or the writing of such options, can result in a violation of Section 16(c). Insiders violating Section 16(c) face criminal liability.

The Secretary should be consulted if individuals have any questions regarding reporting obligations, short-swing profits or short sales under Section 16.

C.Rule 144 (Applicable to Officers, Directors and 10% Stockholders)

Rule 144 provides a safe harbor exemption to the registration requirements of the Securities Act of 1933, as amended, for certain resales of “restricted securities” and “control securities.” “Restricted securities” are securities acquired from an issuer, or an affiliate of an issuer, in a transaction, or chain of transactions, not involving a public offering. “Control securities” are any securities owned by directors, executive officers or other “affiliates” of the issuer, including stock purchased in the open market and stock received upon exercise of stock options. Sales of Company Securities by affiliates (generally, directors, officers and 10% stockholders of the Company) must comply with the requirements of Rule 144, which are summarized below:

•Current Public Information. The Company must have filed all SEC-required reports during the last 12 months.

•Volume Limitations. Total sales of Company common stock by a covered individual for any three-month period may not exceed the greater of: (i) 1% of the total number of outstanding shares of Company common stock, as reflected in the most recent report or statement published by the Company, or (ii) the average weekly reported volume of such shares traded during the four calendar weeks preceding the filing of the requisite Form 144.

•Method of Sale. The shares must be sold either in a “broker’s transaction” or in a transaction directly with a “market maker.” A “broker’s transaction” is one in which the broker does no more than execute the sale order and receive the usual and customary commission. Neither the broker nor the selling person can solicit or arrange for the sale order. In addition, the selling person must not pay any fee or commission other than to the broker. A “market maker” includes a specialist permitted to act as a dealer, a dealer acting in the position of a block positioner, and a dealer who holds himself out as being willing to buy and sell Company common stock for his own account on a regular and continuous basis.

•Notice of Proposed Sale. A notice of the sale (a Form 144) must be filed with the SEC at the time of the sale. Brokers generally have internal procedures for executing sales under Rule 144 and will assist individuals in completing the Form 144 and in complying with the other requirements of Rule 144.

Ivanhoe Electric Insider Trading Compliance Policy Page 21 of 24

If individuals are subject to Rule 144, they must instruct their broker who handles trades in Company Securities to follow the brokerage firm’s Rule 144 compliance procedures in connection with all trades.

VII.CERTIFICATION OF COMPLIANCE

All directors, officers, employees, and consultants must review this Policy and return to the Secretary a Certification of Compliance in a form substantially similar to that attached hereto as Attachment B.

Ratified by the Board of Directors on August 13, 2025

Ivanhoe Electric Insider Trading Compliance Policy Page 22 of 24

ATTACHMENT A

SHORT-SWING PROFIT RULE SECTION 16(B) CHECKLIST

PLEASE NOTE: ANY combination of PURCHASE AND SALE or SALE AND PURCHASE within six months of each other by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities) results in a violation of Section 16(b), and the “profit” must be recovered by Ivanhoe Electric Inc. (the “Company”). It makes no difference how long the shares being sold have been held or, for officers and directors, that you were an insider for only one of the two matching transactions. The highest priced sale will be matched with the lowest priced purchase within the six-month period.

Sales

If a sale is to be made by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities):

•Have there been any purchases by the insider (or family members living in the same household or certain affiliated entities) within the past six months?

•Have there been any option or other equity grants or exercises not exempt under Rule 16b-3 within the past six months?

•Are any purchases (or non-exempt option or other equity award grants or exercises) anticipated or required within the next six months?

•Has Form 4 been prepared?

Note: If a sale is to be made by an affiliate of the Company, has a Form 144 been prepared and has the broker been reminded to sell pursuant to Rule 144 under the Securities Act of 1933, as amended?

Purchases and Option or Other Equity Exercises

If a purchase or option or other equity exercise for Company stock is to be made:

•Have there been any sales by the insider (or family members living in the same household or certain affiliated entities) within the past six months?

•Are any sales anticipated or required within the next six months (such as tax-related or year-end transactions)?

•Has Form 4 been prepared?

Before proceeding with a purchase or sale, consider whether you are aware of material inside information which could affect the price of the Company stock. All transactions in the Company’s Securities by officers and directors must be pre-cleared by contacting the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer.

Ivanhoe Electric Insider Trading Compliance Policy Page 23 of 24

ATTACHMENT B

CERTIFICATION OF COMPLIANCE

RETURN BY [_________] [insert return deadline]

TO:    Secretary

CC:

FROM:    __________________________

RE:    INSIDER TRADING COMPLIANCE POLICY OF IVANHOE ELECTRIC INC.

I have received, read, and understand the above-referenced Insider Trading Compliance Policy and undertake, as a condition to my present and continued employment with (or, if I am not an employee, affiliation with) Ivanhoe Electric Inc., to comply fully with the policies and procedures contained therein.

I also hereby certify, to the best of my knowledge, that during the calendar year ending December 31, 202___, I have complied fully with all policies and procedures set forth in the Policy.

___________________________             SIGNATURE        DATE

Ivanhoe Electric Insider Trading Compliance Policy Page 24 of 24

Document

Exhibit 21.1

Subsidiaries of the Registrant

Name	Jurisdiction of Incorporation
Bitter Creek Exploration Inc.	Arizona, United States
Cascadia Mineral Claims Inc.	Oregon, United States
Computational Geosciences Inc.	Canada
Cordoba Minerals Corp	British Columbia, Canada
•Cordoba Minerals USA Corp. (Colorado)	Colorado, United States
•MMDEX LLC	Delaware, United States
•Desert Water Development Company	Utah, United States
• Desert Investment Network Group LLC	Arizona, United States
•Cordoba Holdings Corp.	British Columbia, Canada
•Sabre Metals Master Ltd.	Bermuda
•Cordoba Minerals Holdings Ltd.	Barbados
•Minerales Cordoba S.A.S.	Columbia
•Fundacion Unidos Por El San Jorge	Columbia
•CMH Colombia S.A.S.	Columbia
•Cobre Minerals S.A.S.	Columbia
•Exploradora Cordoba S.A.S.	Columbia
•Mincordoba S.A. S.	Columbia
Diamondback Minerals LLC<br><br>•Diamondback Copper LLC<br><br>GEO27, Inc.	Delaware, United States<br><br>Arizona, United States<br><br>Delaware, United States
IE Montana Holdings Corp	Montana, United States
Ivanhoe Chile Exploraiton SpA	Chile
Ivanhoe Electric (BVI) Inc.	British Virgin Islands
•IVNE Australia PTY Ltd	Australia
•IVNE Ivory Coast Inc.<br><br>•Sama Nickel Corporation	British Virgin Islands<br><br>Canada
•Kaizen Discovery Inc.	British Columbia, Canada
•Kaizen Peru Holdings Ltd.	British Columbia, Canada
•Kaizen Discovery Peru S.A.C.	Peru
•Swala Resources Inc.	British Columbia, Canada
•VRB Energy Inc.	Cayman Islands
•VRB Energy International PTE. Limited	Singapore
•VRB Energy System (Beijing) Co., Ltd.	Peoples Republic of China
•VRB Energy Operations (Beijing) Co., Ltd.	Peoples Republic of China
•Hebei Dahai Energy Storage Technology Co. Ltd.	Peoples Republic of China
•VRB Shanxi New Energy Co. Ltd.	Peoples Republic of China
•VRB Energy Operations (Hubei) Co.Ltd.	Peoples Republic of China
•VRB Shanxi New Materials Co. Ltd.	Peoples Republic of China
•VRB Energy USA Inc.	Delaware, United States
Ivanhoe Electric MENA Holdings Ltd.	France
•Maaden Ivanhoe Electric Exploration and Development Limited Company	Kingdon of Saudi Arabia
Ivanhoe Electric Nevada Holding Inc.	Delaware, United States
Ivanhoe Electric Services USA Inc.	Delaware, United States
Ivanhoe North Carolina Holding Inc.	Delaware, United States
IVNE BC Holdings Ltd.	Canada
IVNE HK Holdings Inc.	British Virgin Islands
•IVNE HK Limited	Hong Kong, China
•Ivanhoe Electric Technology (Beijing) Co., Ltd.	Peoples Republic of China
---	---
IVNE Services Canada Ltd.	British Columbia, Canada
Lincoln Cave Exploration Inc.	Utah, United States
Little Sahara Exploration Inc.	Utah, United States
Mesa Cobre Holding Corporation	Delaware, United States
•Sun Devil Solar Holdings Inc.	Delaware, United States
Rocksteady Exploration Inc.	Arizona, United States
Sand Hill Exploration Inc.	Arizona, United States
•Blue Wash Exploration LLC	Arizona, United States
•Durham Exploration LLC	Arizona, United States
•Lucin Exploration LLC	Arizona, United States
•Midway Exploration LLC	Arizona, United States
•Pinos Altos Exploration LLC	Arizona, United States
•Sol Dos Minerals LLC	Arizona, United States
Tintic Copper & Gold Inc.	Utah, United States

Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-277101, 333-266227, 333-269490, 333-274241, and 333-284755 on Form S-8 and Registration Statement Nos. 333-269029, 333-280018, and 333-273195 on Form S-3 of our reports dated February 23, 2026, 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, 2025.

/s/ Deloitte LLP

Chartered Professional Accountants February 23, 2026

Vancouver, Canada

Document

Exhibit 23.10

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

KCB Consultants Ltd. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

KCB Consultants Ltd. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). KCB Consultants Ltd. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. KCB Consultants Ltd. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. KCB Consultants Ltd. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements KCB Consultants Ltd. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by KCB Consultants Ltd., that KCB Consultants Ltd. supervised the preparation of and/or that KCB Consultants Ltd. has reviewed and approved.

KCB Consultants, Ltd. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ KCB Consultants Ltd.

KCB Consultants Ltd.

Document

Exhibit 23.11

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Life Cycle Geo, LLC is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Life Cycle Geo, LLC understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Life Cycle Geo, LLC further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Life Cycle Geo, LLC further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Life Cycle Geo, LLC has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Life Cycle Geo, LLC does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Life Cycle Geo, LLC, that Life Cycle Geo, LLC supervised the preparation of and/or that Life Cycle Geo, LLC has reviewed and approved.

Life Cycle Geo, LLC also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Life Cycle Geo, LLC

Life Cycle Geo, LLC

Document

Exhibit 23.12

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Met Engineering, LLC is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Met Engineering, LLC understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Met Engineering, LLC further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Met Engineering, LLC further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Met Engineering, LLC has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Met Engineering, LLC does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Met Engineering, LLC, that Met Engineering, LLC supervised the preparation of and/or that Met Engineering, LLC has reviewed and approved.

Met Engineering, LLC also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Met Engineering, LLC

Met Engineering, LLC

Document

Exhibit 23.13

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Paterson & Cooke USA, Ltd. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Paterson & Cooke USA, Ltd. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Paterson & Cooke USA, Ltd. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Paterson & Cooke USA, Ltd. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Paterson & Cooke USA, Ltd. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Paterson & Cooke USA, Ltd. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Paterson & Cooke USA, Ltd., that Paterson & Cooke USA, Ltd. supervised the preparation of and/or that Paterson & Cooke USA, Ltd. has reviewed and approved.

Paterson & Cooke USA, Ltd. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Paterson & Cooke USA, Ltd.

Paterson & Cooke USA, Ltd.

Document

Exhibit 23.14

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Stantec Consulting Services Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Stantec Consulting Services Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Stantec Consulting Services Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Stantec Consulting Services Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Stantec Consulting Services Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Stantec Consulting Services Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Stantec Consulting Services Inc., that Stantec Consulting Services Inc. supervised the preparation of and/or that Stantec Consulting Services Inc. has reviewed and approved.

Stantec Consulting Services Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Stantec Consulting Services Inc.

Stantec Consulting Services Inc.

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, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Tetra Tech, Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Tetra Tech, Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Tetra Tech, Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Tetra Tech, Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Tetra Tech, Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Tetra Tech, Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Tetra Tech, Inc., that Tetra Tech, Inc. supervised the preparation of and/or that Tetra Tech, Inc. has reviewed and approved.

Tetra Tech, Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Tetra Tech, Inc.

Tetra Tech, Inc.

Document

Exhibit 23.16

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (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, 2025 (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:

•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);

•the use of, and references to, the Expert Information in the Form 10-K and Registration Statements; and

•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 23, 2026

By:	/s/ Glen Kuntz
	Glen Kuntz
	Senior Vice- President, Mine Development

Document

Exhibit 23.17

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

I, Colin Shaw, am named in the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) with respect to certain mineral reserve estimates relating to the Alacran 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:

•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);

•the use of, and references to, the Expert Information in the Form 10-K and Registration Statements; and

•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 reserve estimate, such estimates comply with the requirements for mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Colin Shaw
	Colin Shaw
	Director of Underground Studies

Document

Exhibit 23.2

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements(collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

I, Brian Leslie Cole, am an author of the Canadian NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date April 26, 2016 (the “Expert Report”) originally prepared for Kaizen Discovery Inc.

I understand that the Company wishes to make reference to my name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). I further understand that the Company wishes to use extracts and/or information from the Expert Report 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:

•	•	•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 Report 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 Report, 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 or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Brian Leslie Cole

Brian Leslie Cole

Independent Consultant

Document

Exhibit 23.3

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

I, Ronald G. Simpson of Geosim Services Inc., am an author of the Canadian NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date April 26, 2016 (the “Expert Report”) originally prepared for Kaizen Discovery Inc.

I understand that the Company wishes to make reference to my name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). I further understand that the Company wishes to use extracts and/or information from the Expert Report 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:

•	•	•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 Report 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 Report, 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 or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Ronald G. Simpson

Ronald G. Simpson

President

Document

Exhibit 23.4

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements(collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

BBA USA Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

BBA USA Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). BBA USA Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. BBA USA Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. BBA USA Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements BBA USA Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by BBA USA Inc., that BBA USA Inc. supervised the preparation of and/or that BBA USA Inc. has reviewed and approved.

BBA USA Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ BBA USA Inc.

BBA USA Inc.

Document

Exhibit 23.5

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and Future Registration Statements(collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Burns & McDonnell Engineering Company, Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Burns & McDonnell Engineering Company, Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Burns & McDonnell Engineering Company, Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Burns & McDonnell Engineering Company, Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Burns & McDonnell Engineering Company, Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Burns & McDonnell Engineering Company, Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Burns & McDonnell Engineering Company, Inc., that Burns & McDonnell Engineering Company, Inc. supervised the preparation of and/or that Burns & McDonnell Engineering Company, Inc. has reviewed and approved.

Burns & McDonnell Engineering Company, Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Burns & McDonnell Engineering Company, Inc.

Burns & McDonnell Engineering Company, Inc.

Document

Exhibit 23.6

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Fluor Canada Ltd. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Fluor Canada Ltd. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Fluor Canada Ltd. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Fluor Canada Ltd. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Fluor Canada Ltd. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Fluor Canada Ltd. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Fluor Canada Ltd., that Fluor Canada Ltd. supervised the preparation of and/or that Fluor Canada Ltd. has reviewed and approved.

Fluor Canada Ltd. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Fluor Canada Ltd.

Fluor Canada Ltd.

Document

Exhibit 23.7

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Geosyntec Consultants, Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Geosyntec Consultants, Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Geosyntec Consultants, Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Geosyntec Consultants, Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Geosyntec Consultants, Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Geosyntec Consultants, Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Geosyntec Consultants, Inc., that Geosyntec Consultants, Inc. supervised the preparation of and/or that Geosyntec Consultants, Inc. has reviewed and approved.

Geosyntec Consultants, Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Geosyntec Consultants, Inc.

Geosyntec Consultants, Inc.

Document

Exhibit 23.8

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

Haley & Aldrich, Inc. is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

Haley & Aldrich, Inc. understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). Haley & Aldrich, Inc. further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. Haley & Aldrich, Inc. further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. Haley & Aldrich, Inc. has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements Haley & Aldrich, Inc. does hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by Haley & Aldrich, Inc., that Haley & Aldrich, Inc. supervised the preparation of and/or that Haley & Aldrich, Inc. has reviewed and approved.

Haley & Aldrich, Inc. also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ Haley & Aldrich, Inc.

Haley & Aldrich, Inc.

Document

Exhibit 23.9

CONSENT

To: Ivanhoe Electric Inc. (the “Company”)

Re: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the current 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) and future Registration Statements (collectively, including any amendments or supplements thereto, the “Registration Statements”) of the Company.

INTERA Incorporated is an author of the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025 (the “Expert Report”) originally prepared for Ivanhoe Electric Inc.

INTERA Incorporated understands that the Company wishes to make reference to its name and the Expert Report in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”). INTERA Incorporated further understands that the Company wishes to use extracts and/or information from the Expert Report in the Form 10-K. INTERA Incorporated further understands that the above items as included in the Form 10-K will be incorporated by reference in the Registration Statements. INTERA Incorporated has been provided with a copy of the Form 10-K and has reviewed the proposed disclosure identified above.

Accordingly, in respect of the Form 10-K and the Registration Statements INTERA Incorporated do hereby consent to:

•	•	•the use of, and references to, its name, including its 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 Report 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 Report, or portions thereof, that were prepared by INTERA Incorporated, that INTERA Incorporated supervised the preparation of and/or that INTERA Incorporated has reviewed and approved.

INTERA Incorporated also confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.

Dated: February 23, 2026

By:	/s/ INTERA Incorporated

INTERA Incorporated

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 Yearly Report on Form 10-K for the fiscal year ended December 31, 2025 of Ivanhoe Electric Inc.;

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;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2026
	By:	/s/ Taylor Melvin
		Taylor Melvin
		Chief Executive Officer (principal executive officer)

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 Yearly Report on Form 10-K for the fiscal year ended December 31, 2025 of Ivanhoe Electric Inc.;

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;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2026
	By:	/s/ Jordan Neeser
		Jordan Neeser
		Chief Financial Officer (principal financial officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ivanhoe Electric Inc. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Taylor Melvin, as Chief Executive Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2026
	By:	/s/ Taylor Melvin
		Taylor Melvin
		Chief Executive Officer (principal executive officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ivanhoe Electric Inc. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jordan Neeser, as Chief Financial Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2026
	By:	/s/ Jordan Neeser
		Jordan Neeser
		Chief Financial Officer (principal financial officer)

Document

CLAWBACK POLICY

INTRODUCTION

Ivanhoe Electric Inc. and its subsidiaries (“the Company”) are committed to creating and maintaining a culture of integrity and accountability within the Company, which reinforces the Company’s pay-for-performance compensation philosophy and discourages actions detrimental to the Company’s business performance and long-term success. The Board of Directors (“the Board”) of the Company has therefore adopted this Clawback Policy (the “Policy”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).

Material restatements that will be excluded from the application of this Policy include:

•Retrospective application of a change in accounting principle;

•Retrospective revision to reportable segment information due to a change in the structure of an issuer’s internal organization;

•Retrospective reclassification due to a discontinued operation;

•Retrospective application of a change in reporting entity, such as from a reorganization of entities under common control;

•Retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

ADMINISTRATION

This Policy shall be administered by the Board, or if so designated by the Board, by the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

COVERED EXECUTIVES

This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”). This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation,

RECOUPMENT PERIOD

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executives during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The recoupment period will include any transition periods

2

resulting from a change in the Company's fiscal year as provided in Rule 10D-1 of the Exchange Act and applicable listing standards.

The determination of the time when the Company is “required” to prepare an accounting restatement will be made in accordance with applicable SEC and national securities exchange rules and regulations.

Incentive Compensation is deemed "received" in the Company's fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

INCENTIVE COMPENSATION

For purposes of this Policy, Incentive Compensation means any of the following, provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measures:

•Annual bonuses and other short and long-term cash incentives,

•Stock options,

•Stock appreciation rights,

•Restricted stock,

•Restricted stock units,

•Performance shares, or

•Performance units.

“Financial reporting measures” consist of both measures that are determined and presented in accordance with the accounting principles utilized in the preparation of the Company's financial statements, as well as measures that are derived wholly or in part from such financial information.

AMOUNT SUBJECT TO RECOVERY

The amount to be recovered will be the excess of the Incentive Compensation the Covered Executives received over the Incentive Compensation that would have been received by the Covered Executives had it been based on the restated results, as determined by the Board, and it must be computed without regard to any taxes paid.

If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executives directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange on which the Company's securities are listed.

METHOD OF RECOUPMENT

The Board will determine, in its sole discretion, the method for recouping Incentive Compensation reasonably promptly which may include, without limitation:

•Requiring reimbursement of cash Incentive Compensation previously paid;

3

•Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;

•Offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executives;

•Cancelling outstanding vested or unvested equity awards; and/or

•Taking any other remedial and recovery action permitted by law, as determined by the Board.

NO INDEMNIFICATION

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.

INTERPRETATION

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.

EFFECTIVE DATE

This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is received by Covered Executives on or after that date.

AMENDMENT

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time subject to the foregoing provisions.

OTHER RECOUPMENTS RIGHTS

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require Covered Executives to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

IMPRACTICABILITY

The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with

4

Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.

SUCCESSORS

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.

Ratified by the Board of Directors on August 13, 2025.

Document

COLLABORATION AND EXPLORATION AGREEMENT

This collaboration and exploration agreement (the “Agreement”) is made this 26th day of January, 2026, between IVANHOE CHILE EXPLORATION SpA, a company incorporated under the laws of the República of Chile (“IE”), and, solely for the purposes of Article 22, IVANHOE ELECTRIC INC., a company incorporated under the laws of Delaware, United States of America (“IEI”), on the one hand, and, on the other hand, SOCIEDAD QUÍMICA Y MINERA DE CHILE S.A., a sociedad anónima incorporated under the laws of the República de Chile (“SQM”). IE and SQM are collectively referred to herein as the “Parties” and each a “Party”. All terms defined in the singular form shall have the same meaning if used in the plural, and vice versa.

RECITALS

WHEREAS, IE and its Affiliates own the proprietary rights to the Typhoon technology for use in mineral exploration which consists of a 3D DC-resistivity induced polarization and electromagnetic geophysical electrical transmitter and associated patented technologies;

WHEREAS, SQM, among other activities, is engaged in the development and operation of mining projects and desires to conduct Exploration Activities on some of its mining properties, with the objective of identifying and assessing the presence of copper deposits;

WHEREAS, the Parties recognize the potential benefits of combining SQM’s mining expertise and property portfolio with IE’s innovative Typhoon technology, and therefore anticipate and intend to establish a collaborative framework to conduct Exploration Activities on SQM Mining Properties, in order to maximize efficiency, accuracy, and the likelihood of successful copper discovery;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1: INTERPRETATION

1.1.    Defined Terms

Unless otherwise stated in this Agreement, the following capitalized terms have the meaning set forth below:

“Accelerator Funding Right” as defined in Section 4.8.

“Annual Minimum Exploration Expenditure” as defined in Section 4.5.

“Anti-Corruption Laws” means all applicable laws and regulations that relate to the prevention of bribery, corruption, money laundering and terrorist financing, including, but

not limited to, the US Foreign Corrupt Practices Act of 1997, the Chilean Criminal Code, Law No. 21,595 on Economic Crimes, Law No. 20,393 on Criminal Liability of Legal Entities, Law No. 19,913 on Prevention and Punishment of Money Laundering, Law No. 18,314 on Terrorist Conduct and Activities and Law No. 20,730 on Lobbying and Representation of Private Interests before Authorities and Officials.

“Affiliate” means, in relation to any Person, any other Person that directly or indirectly Controls or is controlled by said Person or is under common control with the first Person.

“Applicable Law” means, with respect to any Person, any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, protocol, procedure or policy (to the extent mandatory) or any similar form of decision or determination by any Governmental Authority that is applicable to such Person or any of its properties, assets, employees, officers, directors or agents.

“Back-In Right” as defined in Section 8.4.

“Back-In Right Areas” as defined in Section 8.4.

“Business Day” means any day other than a Saturday, a Sunday or a day in which banking institutions are closed for business in Santiago, Chile and in Phoenix, Arizona, U.S.

“CGI” means Computational Geosciences Inc, a company incorporated under the laws of the province of British Columbia, Canada.

“Control”, “Controller” including “controlled by” and “under common control with” means, with respect to any Person, whether directly or through another Person or Persons or jointly with other Person or Persons with whom there is a joint action agreement: (a) the ownership of more than fifty percent (50%) of the total voting shares or other voting interests of such Person, corporate rights or quotas of a Person; or (b) the right (by legal, administrative, judicial or contractual provision) to appoint or elect or cause to elect or appoint, the majority of the members of the board of directors or managers of such Person; or (c) in the case of an individual, having the right (by legal, administrative, judicial or contractual provision) to manage the assets of such Person.

“Data Services Agreement” as defined in Section 4.10.

“Data Service Fees” as defined in Section 4.10.

“Disputed Matter” as defined in Article 7.

“Effective Date” means the date of the Agreement.

“Equity Option” as defined in Section 8.1.

“Exploration” as defined in Article 3.

“Exploration Activities” as defined in Article 3.

“Exploration Budget” means the itemized estimate of all Exploration Expenditures to be incurred in carrying out a specific Exploration Campaign, prepared approved in accordance with Section 4.5.

“Exploration Campaign” means a coordinated program of Exploration Activities conducted either within SQM Mining Concessions or TEA-SQM Mining Concessions, in each case, pursuant to an approved Work Program and Exploration Budget, as determined by the Technical Committee.

“Exploration Deadlock” as defined in Article 7.

“Exploration Expenditures” means all direct and indirect costs and expenses incurred by SQM in carrying out the Exploration Activities contemplated under any Work Program and Exploration Budget of all the Exploration Campaigns approved and performed in accordance with the Agreement, including: (a) geological, geophysical, geochemical, and geotechnical surveys and studies, including the Data Service Fees, Typhoon™ surveys and its interpretation; (b) drilling, sampling, assaying, and related analysis; (c) easements, permitting, licensing, and other regulatory compliance activities directly related to exploration, as well as any costs related to community engagement and environmental matters; (d) preparation, maintenance, and rehabilitation of exploration sites and access roads, including camp and field support; (e) acquisition, transportation, installation, operation, and maintenance of equipment, machinery, materials, and supplies used in the Exploration Activities (excluded the acquisition of Typhoon); (f) fees, charges, and expenses of the Parties consultants, and technical personnel engaged in exploration; (g) data processing, modeling, interpretation, and analysis related to the Exploration Activities by CGI services; (h) costs of labor required to carry out Exploration Activities including the Parties employees while carrying out Exploration Activities; (i) cost for maintaining the Typhoon Exploration Area in good standing, including without limitation, Mining License Fee and any other charges necessary to preserve SQM rights over the Typhoon Exploration Area; and (j) any other costs directly attributable to the conduct of the Exploration Campaigns within an Typhoon Exploration Area. For the avoidance of doubt, Exploration Expenditures shall exclude depreciation and accounting charges, corporate overhead costs and general administrative expenses, except to the extent expressly included in an approved Work Program and Exploration Budget, and shall also not include any mark-up or similar charges when Exploration Expenditures are provided by a Party.

“Exploration Term” as defined in Section 4.2.

“Force Majeure” means any event or circumstance that corresponds to a force majeure event as define in the article 45 of the Chilean Civil Code, and includes, in all cases: (i) any event resulting from any acts of terrorism, hostilities, war or sabotage or any escalation

thereof, or any weather-related event, fire or natural disaster; (ii) any event that results from protest, violence, vandalism acts, hostilities, social unrest or any escalation thereof; and (iii) any event resulting from any pandemic of a nature and scale similar to COVID-19, including any measure adopted by any Governmental Authority in connection with such pandemic.

“Governmental Authority” means any national, federal, state, county, city, municipal, local or regional authorities, departments, bodies, bureaus, instrumentalities, commissions, branches, directorates, agencies, ministries, courts, tribunals, judicial authorities, legislative bodies, administrative bodies, regulatory bodies or taxing authorities or any department, municipality or other political subdivision thereof.

“Governing Law” as defined in Article 16.

“IE Exploration Services” as defined in Section 4.1.1.

“IE Personnel” as defined in Section 4.4.1.

“Independent Geologist” means the geologists appointed pursuant to Section 4.9.

“Initial Project Area” means an area within a Typhoon Exploration Area sufficient to cover the footprint of the mineralization constituting the Technical Discovery, provided that such area shall not exceed twenty (20) square kilometers, as determined either (a) by mutual written agreement of the Parties, or (b) by the Independent Geologist, or (c) the Technical Expert, in accordance with the Agreement.

“JV Incorporation” means the incorporation of the Project Company pursuant to Section 8.2(a).

“JV Incorporation Date” as defined in Section 4.7.2.

“Liens” shall mean any of the following in favor of third parties: any mortgage, usufruct, lien, attachment, duly notified precautionary measure, prohibition, lease, promise, option, trust, notice of litigation or lawsuit filed against it, right of first refusal, royalty, express resolutory condition, right of use or any matter capable of registration with the Mining Registrar and of being annotated in the margin of the registration of title to the mining rights.

“Management Committee” as defined in Section 6.1.

“Minimum Total Exploration Budget” as defined in Section 4.5.

“Mining License Fee” means “patente minera”.

“Official” means any Chilean or foreign public official or employee, whether of any government department (whether executive, legislative or judicial), government agency or office or public international organization; or any candidate for public office or representative of a political party; or any individual who holds or performs the duties of an appointment, office or position created by custom or convention or who publicly acts in an official capacity or represents any of such government department, government agency or office or public international organization.

“Option Exercise Date” as defined in Section 8.1.

“Option Exercise Price” as defined in Section 8.1.

“Option Period” as defined in Section 8.1.

“Person” means a natural person or any partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity.

“Prohibited Payment” means the provision of any monies, anything of value, or any undue advantage whether of economic value or not, to any Official, for the purpose of obtaining or retaining business or directing business to any Person or securing any improper advantage or influencing any act or decision of any such Official.

“Project” means any copper mineralization deposit located within an Initial Project Area (as such area may be extended pursuant to additional mining concession contributions to be made by SQM in accordance with the Shareholders’ Agreement) that: (a) meets the criteria of a Technical Discovery; and (b) in respect of which IE has exercised its Equity Option. For the avoidance of doubt, a Project shall exclude lithium, iodine, potassium and any non-metal mineral.

“Project Company” as defined in Article 3.

“Project Company Bylaws” means the incorporation deed and bylaws of the Project Company, attached as Annex B to this Agreement.

“Project Company Capital Increase” means the payment of the Option Exercise Price by means of a capital increase of the Project Company, in substantially the form attached as Annex C to this Agreement.

“Shareholders Agreement” means the Shareholders Agreement to be entered between SQM and IE to regulate, as between themselves, ownership, governance, funding and certain other aspects of the affairs of the Project Company, in substantially the form attached as Annex D to this Agreement.

“SQM Policies” as defined in Section 19.1.

“SQM Mining Concessions” means the mining concessions owned by SQM or an Affiliate of SQM listed in Annex E to this Agreement and revised or replaced from to time, comprising the same area pursuant to Section 4.3.

“Tax Cost” means the cost for tax purposes of the corresponding assets determined in accordance with the applicable Chilean tax legislation, in particular articles 17 number 8 and 41 of the Income Tax Law, and the interpretation of the Internal Revenue Service, issued by means of official letters, resolutions and circulars, which, for first category taxpayers who determine effective income according to the balance sheet, corresponds to the value that the asset must have for tax purposes at the beginning of the respective financial year.

“TC Members” as defined in Section 5.1.

“TEA Prohibition” means the prohibition to dispose and encumber granted by SQM or the corresponding Affiliate in favor of IE over the TEA-SQM Mining Concessions comprised by the Typhoon Exploration Area, executed as a public deed in Chile and registered in the relevant Custodian of Mines, in substantially the form attached as Annex F to this Agreement.

“TEA-SQM Mining Concessions” means SQM Mining Concessions comprising the applicable Typhoon Exploration Area.

“Technical Committee” as defined in Section 5.1.

“Technical Discovery” means the identification of an exploration target for a potential copper deposit that may constitute a Tier 2 Deposit within a Typhoon Exploration Area (or more than one Typhoon Exploration Areas where such potential deposits would form one Project), as determined either (a) by mutual written agreement of the Parties, or (b) by the Independent Geologist in accordance with the Agreement. For certainty, a copper deposit will still be considered a copper deposit despite the presence of associated precious and base metals in the deposit, which shall be included for purposes of determining copper equivalency if relevant.

“Term of the Agreement” as defined in Section 15.1.

“Tier 2 Deposit” means a copper deposit containing more than 1,000,000 tonnes of copper (or copper equivalent) in situ.

“Typhoon Exploration Area” means an area within SQM Mining Concessions that has been designated by the Technical Committee or the Management Committee, as applicable, as an area in which IE will perform Exploration Activities with the Typhoon System, including the Typhoon Unit and related equipment, to the extent that such Exploration Activities are performed and such performance can be demonstrated with current data.

“Typhoon Service Agreement” means the equipment service agreement to be entered between SQM and IE in substantially the form attached as Annex G to this Agreement.

“Typhoon System” as defined in Article 3.

“Typhoon Unit” as defined in Section 4.4.1.

“US$” means the lawful currency from time to time of the United States of America.

“Work Program” means all the activities required to be performed for the execution of an Exploration Campaign prepared by the Technical Committee in accordance with the Agreement and approved in accordance with Section 4.5.

“Workplace Policies” as defined in Article 11.

1.2.    Included Words

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular shall include the plural and vice versa; words importing gender shall include the masculine, feminine and neuter genders; and the words “include”, “including”, “such as” and similar words shall be read as “including, without limitation”.

1.3.    Headings

The headings to the Articles, Sections, Subsections, clauses or Schedule of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof.

1.4.    References

Unless otherwise stated, a reference herein to a numbered or lettered Article, Section, Subsection, clause or Schedule refers to the Article, Section, Subsection, clause or Schedule bearing that number or letter in this Agreement. A reference to “this Agreement”, “hereof'”, “hereunder”, “herein” or words of similar meaning, refers to this Agreement including the Schedule, together with any amendments, supplements and/or restatements thereof.

1.5.    Currency

Unless as otherwise specified in the Agreement, all dollar amounts expressed herein refer to lawful currency of the United States. All references to “dollars” or “$” are to the lawful currency of the United States.

1.6.    Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions will remain valid and subsisting.

1.7.    Construction Clause

This Agreement has been negotiated by the Parties, and their respective counsel and any ambiguity or uncertainty will not be construed against any Party by reason of the authorship of any provision hereof.

1.8.    Calculation of Time Periods

When calculating the period of time within which or following which an act is to be done or steps taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day. If the day on which an act is to be done or steps taken pursuant to this Agreement is not a Business Day, such day shall be deemed to be the next Business Day.

1.9.    Entire Agreement

This Agreement, together with the schedules, and the Data Services Agreement contains the entire agreement among the Parties with respect to the subject matter hereof and supersedes and replaces any other agreement.

1.10.    Annexes

The following are the annexes attached to this Agreement:

Annex A: Independent Geologists

Annex B: Project Company Bylaws

Annex C: Project Company Capital Increase

Annex D: Shareholders Agreement

Annex E: SQM Mining Concessions

Annex F: TEA Prohibition

Annex G: Typhoon Service Agreement

Annex H: Independent Expert appointing procedure and instructions

ARTICLE 2: REPRESENTATIONS AND WARRANTIES

2.1.    Parties’ representations and warranties

Each Party represents the other Party as of the Effective Date that:

(a)    Such Party is validly existing and in good standing under the laws of the jurisdiction of its formation;

(b)    Such Party has full power and authority to enter into this Agreement and to perform all its obligations under this Agreement;

(c)    Such Party has taken all corporate action required by it to authorize, execute, deliver and perform this Agreement;

(d)    Assuming the due authorization, execution and delivery by the other Party, this Agreement constitutes a valid, binding and enforceable obligation on such Party in accordance with the terms set out herein subject to, in the case of enforceability, the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable principles;

(e)    No consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Authority or third party is required to be obtained by such Party in connection with the execution and delivery of this Agreement;

(f)    In connection with the execution and performance of its obligations under this Agreement, such Party, and its owners, officers, directors, employees and authorized agents: (i) have not made and shall not make any Prohibited Payment; (ii) have not promised or offered and shall not promise or offer to make any Prohibited Payment; and (iii) have not authorized and shall not authorize any Prohibited Payment;

(g)    In connection only with the execution and performance of its obligations under this Agreement, such Party has conducted its business related only to the subject matter of this Agreement in accordance with all Applicable Laws applicable to it, and related only to the subject matter of this Agreement, it has not violated or failed to comply in all material respect with any such Applicable Law, including any applicable Anti-Corruption Laws;

(h)    In connection only with the execution and performance of its obligations under this Agreement, none of the Parties is currently the subject of any conviction, indictment, formal investigation, inquiry, administrative proceeding, or enforcement action by any Governmental Authority or other Person for any actual, alleged, or potential violation of any Applicable Law, including any applicable Anti-Corruption Laws, that would in any way materially restrict the ability of the Party to carry on its obligations under this Agreement; and

2.2.    SQM Mining Concessions’ representations and warranties

SQM represents and warrants to IE, as at the Effective Date, SQM Mining Concessions are validly registered at SQM or at a SQM Affiliate’s name in the corresponding Mining

Registry, having been acquired with lawful title and in good faith, in accordance with Applicable Laws, and all transfers of ownership have been conducted legally to the best of the SQM’s knowledge.

Notwithstanding the foregoing, the Parties agree that SQM shall provide under the TEA Prohibition representations and warranties in respect to the TEA-SQM Mining Concessions. Notwithstanding the foregoing, if any of the representation and warranties set forth in the form of TEA Prohibition regarding the TEA-SQM Mining Concessions is untrue or inaccurate and the relevant exception is disclosed in writing by SQM to IE or informed in writing by IE to SQM, SQM shall have a period of one (1) year to remedy and cure such circumstances.

ARTICLE 3: PURPOSE

The Parties enter into this Agreement for the purpose of, subject to the terms and conditions of this Agreement, agree to conduct copper exploration activities on the SQM Mining Concessions and Typhoon™ Exploration Activities in the Typhoon Exploration Area using mineral exploration technologies through Typhoon™ geophysical surveying system (the “Typhoon System”) owned by IE, together with advanced data analytics provided by Ivanhoe Electric Inc.’s subsidiary, CGI, as well as IE Exploration Services and any other activities necessary, useful, or incidental to such exploration, including preliminary site preparation, geological and exploration-related activities within the SQM Mining Concessions (the “Exploration” or “Exploration Activities”).

Upon the exercise by IE of the Equity Option, the Parties agree on the formation of a joint venture through the incorporation of a new Chilean company by shares (the “Project Company”) between IE, acting directly or through a wholly owned entity, and SQM, acting directly or through a wholly owned entity and the subscription of a Shareholders Agreement to thereafter govern the activities of the Project Company.

ARTICLE 4: EXPLORATION ACTIVITIES

4.1.    Parties Contribution to Exploration

4.1.1.    IE’s Contribution

IE agrees to provide and to ensure that there is available during the Exploration Term, (i) one (1) Typhoon Unit and the services and capabilities of IE and its Affiliates to operate such Typhoon Unit, and (ii) the services of CGI pursuant to the Data Services Agreement, all in accordance with the requirements specified in the applicable Work Program and Exploration Budget (together, the “IE Exploration Services”). For the purposes hereto, IE shall provide qualified personnel to operate and maintain the Typhoon Unit in good working order, ensure compliance with safety regulations in the use of the Typhoon Unit, and provide timely reporting to the Technical Committee on all activities and results of the IE Exploration Services.

4.1.2.    SQM’s Contribution

SQM agrees to provide and to ensure that there is available during the Exploration Term, (i) the services and capabilities of SQM and its Affiliates to carry out all Exploration Activities other than the IE Exploration Services, (ii) such necessary supporting services for IE to complete the IE Exploration Services, including, without limitation, the installation of all necessary cables in the applicable Typhoon Exploration Area to enable the operation of the Typhoon Unit, and (iii) the SQM Mining Concessions to conduct Exploration Activities, in accordance with the requirements specified in the applicable Work Program and Exploration Budget. For the purposes hereto, SQM shall make its best efforts to ensure that qualified personnel and logistical support are made available for Exploration purposes, that timely notification is provided to the Technical Committee of any matters affecting the SQM Mining Concessions or the Exploration Activities (other than the IE Exploration Services) and that all necessary access rights and authorizations to conduct Exploration Activities in accordance with the applicable Work Program and Exploration Budget, are granted and maintained.

4.2.    Exploration Term

The Exploration period shall last three (3) years from the commencement date of the first Exploration Campaign approved by the Technical Committee (the “Exploration Term”). The Parties agree that the Exploration Term may be extended by mutual written agreement of both Parties.

If Exploration Activities are suspended or delayed as a result of a Force Majeure event, the Exploration Term shall be extended for a period equal to the duration of such suspension or delay, provided that such extension shall not exceed a total of six (6) months.

If IE is prevented from performing the IE Exploration Services over any portion of the Typhoon Exploration Area due to unforeseen circumstances beyond the reasonable control of either IE or SQM, such event shall not give rise to any liability of IE or SQM for any damage, loss, cost, or expense arising out of or in connection with such event.

4.3.    Typhoon Exploration Areas and changes to SQM Mining Concessions portfolio

4.3.1.    Determination of the Typhoon Exploration Area

As soon as practicable after the Effective Date, the Parties will be able to do on-site visits to identify which SQM Mining Concessions may be possible Typhoon Exploration Areas.

Based on such visits and following the reviews set forth in Section 4.3.2 below, the Technical Committee shall unanimously determine which area within the SQM Mining Concessions shall be designated as a Typhoon Exploration Area. If the Technical Committee is not able to unanimously agree on the Typhoon Exploration Area, then the

Management Committee shall unanimously determine the Typhoon Exploration Area. If the Management Committee cannot unanimously agree to determine a Typhoon Exploration Area, then the proposed area shall not be a Typhoon Exploration Area and will not be subject to the deadlock procedure set forth in Article 7.

Each Party shall carry out its respective reviews of the proposed area, as established in Section 4.3.2. If either Party is not satisfied for any reason after completing their reviews established under Section 4.3.2, then the area cannot be designated as a Typhoon Exploration Area.

The failure to designate any part of the SQM Mining Concessions as a Typhoon Exploration Area shall not give rise to any liability of IE or SQM for the failure to designate a Typhoon Exploration Area.

4.3.2.    Reviews by the Parties of the Typhoon Exploration Area

4.3.2.1.    SQM´s review

For the purpose of enabling the determination of a Typhoon Exploration Area, SQM shall (i) review that the relevant TEA-SQM Mining Concessions are in compliance with environmental and sectorial regulations as set forth in Article 13, suggesting, in writing, which measures shall be adopted to avoid or diminish any potential damage to the environment and its components, on animal and/or plant health, on population supply, on the existence of water resources, on the supply of drinking water, on cultural heritage, on protected species and areas, on hydrobiological resources, as well as on the health and physical and psychological integrity of individuals, and (ii) conduct a satisfactory due diligence review of the relevant TEA-SQM Mining Concessions. SQM shall raise any of the aforementioned environmental, sectorial and other legal issues that may affect the SQM Mining Concessions for the Technical Committee or Management Committee, as applicable, determination.

4.3.2.2.    IE´s review

For the purpose of enabling the determination of a Typhoon Exploration Area, IE shall have the right to conduct a satisfactory due diligence review of the relevant TEA-SQM Mining Concessions and SQM shall grant IE access to the proposed TEA-SQM Mining Concessions in accordance with Section 4.4.7 and shall provide all geological information relating thereto. IE shall raise any of the aforementioned legal issues that may affect the SQM Mining Concessions for the Technical Committee or Management Committee, as applicable, determination.

If IE wishes to consider as a TEA-SQM Mining Concessions a SQM Mining Concessions that SQM does not recommend due to legal issues and/or it is not legally possible for SQM to provide the TEA Prohibition (as described below), IE may, at the request of SQM, waive that requirement with no further liability for SQM.

4.3.3.    TEA Prohibition and release

Within ten (10) days following the determination of the Typhoon Exploration Area and the TEA-SQM Mining Concessions according to Sections 4.3.1 and 4.3.2 above, SQM shall sign the TEA Prohibition in favor of IE in substantially the form attached as Annex F. The registration of the TEA Prohibition in the relevant Custodian of Mines shall be carried out by IE, at its own expense, only in the event that it wishes such registration to be made.

IE shall release such TEA Prohibition within ten (10) days following (i) the termination of this Agreement, (ii) the removal from this Agreement of a TEA-SQM Mining Concession in accordance with this Agreement (but only with respect to the removed TEA-SQM Mining Concession), or (iii) when SQM gives a communication to execute the procedure established in Section 4.12 (but only with respect to the withdrawn TEA-SQM Mining Concession). IE shall request that any record of such TEA Prohibition be cancelled, as applicable, in the corresponding Custodian of Mines. For the avoidance of doubt, the TEA Prohibition shall remain fully in force and in effect with respect to the TEA-SQM Mining Concession that host the Initial Project Area that are not contributed to the Project Company, until prefeasibility study is completed, according to the Shareholders Agreement. All costs and expenses related to maintaining the SQM Mining Concessions subject to the TEA Prohibition in full force and effect after the incorporation of the JV Company for the purposes hereof, shall be borne by the JV Company.

4.3.4.    Changes to SQM Mining Concessions

The Management Committee shall meet twice per year to receive the recommendation of the Technical Committee regarding (a) which SQM Mining Concessions, if any, should be removed from this Agreement, and (b) which mining concessions, if any, should be added to the portfolio of SQM Mining Concessions. Such meetings shall constitute a review process, and no mandatory changes to the portfolio of SQM Mining Concessions shall result therefrom.

On an ongoing basis, the Technical Committee may recommend to the Management Committee, at any time, the removal of any SQM Mining Concessions that the Technical Committee determines are not suitable or prospective for the use of the Typhoon System, provided that any designated Typhoon Exploration Areas shall remain within this Agreement and shall not be subject to removal.

At the end of the second year of the Exploration Term, all SQM Mining Concessions shall be automatically excluded from this Agreement and returned to SQM, except for (a) all TEA-SQM Mining Concessions comprising Typhoon Exploration Areas (being those areas previously subject to Exploration Activities using the Typhoon System), and (b) any areas then scheduled for a Typhoon survey during the third year of the Exploration Term as determined by the Technical Committee, if any. For this purpose, at the request of SQM, the Parties shall execute an exclusion and removal deed.

If the Exploration Term is extended beyond three (3) years pursuant to Section 4.2, the Parties shall discuss and agree upon any necessary modifications to the timing provisions set forth in this Section 4.3.

4.4.    Typhoon Unit

4.4.1.    Exclusive Availability of Typhoon Unit and Operation of the Typhoon Unit

During the Exploration Term, IE will provide exclusive and uninterrupted availability to one (1) new generation Typhoon™ unit owned by IE (the “Typhoon Unit”). The Typhoon Unit shall be owned by IE and operated directly by qualified personnel of IE or IE’s Affiliates (“IE Personnel”). As soon as practicable possible after the signing of this Agreement, the Parties shall enter into the Typhoon Services Agreement.

As a potential means to accelerate IE’s Exploration Services during the first and second years of the Exploration Term, the Technical Committee shall consider whether to request the provision of a second Typhoon Unit, and any such request shall be made within six (6) months of the commencement of the first Exploration Campaign. If the Parties agree to the provision of a second Typhoon Unit, the Parties shall agree to any necessary adjustments to the Exploration Budget to reallocate budgeted costs from later years to the first or second year of the Exploration Term to address any costs brought forward due to earlier Typhoon surveying activities.

4.4.2.    Suspension of Exploration Activities Due to Unavailability

If the Typhoon Unit malfunctions or if its service is interrupted for any reason for a period exceeding thirty (30) consecutive days, SQM shall have the right to suspend Exploration for a period equal to the duration of such unavailability. Exploration shall resume only once a Typhoon Unit is fully operational or if IE provides a replacement Typhoon Unit.

If SQM exercises the suspension right due to Typhoon Unit unavailability, the Annual Minimum Exploration Expenditure shall be reduced proportionally for the duration of the suspended period.

4.4.3.    Responsibility of IE for Damage and Insurance

SQM shall bear no liability whatsoever for any damage to, or malfunction of, the Typhoon Unit. IE shall, at its sole cost and expense, procure and maintain adequate insurance coverage against any damage to, or malfunction of, the Typhoon Unit.

In the event that the Typhoon Unit must be replaced, IE shall be exclusively responsible for all costs and expenses arising from the importation of the replacement unit, including, without limitation, customs duties, freight and transportation charges, and any other ancillary expenses.

4.4.4.    Responsibility for Administrative Costs and Charges

IE shall be solely responsible for all administrative costs incurred by it in connection with: (i) the importation of the Typhoon Unit; and (ii) the routine maintenance, operation, and in-country storage of the Typhoon Unit.

4.4.5.    Intellectual Property Rights

SQM shall not acquire any ownership interest or other rights (including any licenses) in any intellectual or industrial property of IE, CGI, or any other of IE’s Affiliates or entities of IE’s business group (such as, but not limited to, patents, copyrights, know-how, trade secrets, software, firmware, algorithm, AI systems, etc.). For the avoidance of doubt, neither SQM nor any of its Affiliates shall acquire any interest of any nature in the Typhoon intellectual property rights (including any improvements thereto), which shall remain the exclusive property of IE at all times. For the avoidance of doubt, nothing in this Agreement shall be construed as the provision of creative services, the commissioning or development of any work for hire, or the creation or assignment of any invention, intellectual property, or proprietary development by IE (or its Affiliates) in favor of SQM. No activities contemplated or performed under this Agreement shall be deemed to result in the creation of any commissioned work, invention in service (invenciones en servicio), or other intellectual property for the benefit of SQM, and all intellectual and industrial property rights shall remain exclusively with IE as set forth herein.

SQM expressly agrees that, without the prior explicit written consent of IE, it shall not, and shall not permit any of its Affiliates, employees, contractors, agents, or representatives to: (a) copy, reproduce, or duplicate any part of the Typhoon Unit, Typhoon System, or any related hardware, software, firmware, algorithms, or documentation; (b) reverse engineer, decompile, disassemble, analyze, or otherwise attempt to derive the source code, underlying structure, ideas, know-how, or algorithms relevant to the Typhoon Unit, Typhoon System, or any related software or firmware; (c) modify, adapt, translate, alter, or create any derivative works based on the Typhoon Unit, Typhoon System, or any related software, firmware, or documentation; (d) grant, provide, or otherwise allow access to the Typhoon Unit, Typhoon System, or any related technology, software, or firmware to any third party for any purpose; or (e) use the Typhoon Unit, Typhoon System, or any related technology, software, or firmware for any purpose other than as expressly permitted under this Agreement. Any attempt to undertake any of the foregoing prohibited actions shall be null and void and shall constitute a material breach of this Agreement. All rights not expressly granted to SQM herein are reserved by IE.

4.4.6.    Exclusivity during Agreement

During the Term of the Agreement, IE shall not permit any third party to use, access, operate or otherwise interfere with the use of the Typhoon Unit made available for purposes of the Exploration Activities in accordance with this Agreement. IE shall ensure that the

Typhoon Unit remains exclusively dedicated to the Exploration Activities and that no third party derives any benefit, access, or information from such Typhoon Unit.

For the avoidance of doubt, this exclusivity obligation applies solely to the specific Typhoon Unit dedicated by IE for use under this Agreement. Nothing herein shall restrict or limit IE’s right to deploy, operate, lease, license, or otherwise make available any other Typhoon units or Typhoon System or related technology to third parties in Chile or in any other jurisdiction.

4.4.7.    Access to SQM Mining Concessions and the Typhoon Exploration Area

As from the Effective Date and throughout the Exploration Term, IE shall have the right to access to the SQM Mining Concessions for the purposes of conducting preparatory work in connection with IE Exploration Services necessary to identify a potential Typhoon Exploration Area and to each Typhoon Exploration Area for the purpose of conducting IE Exploration Services and all activities necessary for the operation, maintenance, repair, testing, monitoring, and removal of the Typhoon Unit, in accordance with the terms of this Agreement. Such access rights shall extend to IE or IE’s Affiliates’ personnel, vehicles, equipment, and materials, subject to compliance with Applicable Laws and with SQM’s reasonable site access, safety, and security procedures as notified to IE in writing.

SQM shall provide IE with reasonable cooperation to facilitate such access, including the coordination of logistics, permits, and site entry credentials to the extent required for the proper operation of the Typhoon Unit and the performance of IE Exploration Services.

4.4.8.    Execution of exploration works by IE

All work performed by IE within the Typhoon Exploration Area for the operation of the Typhoon Unit shall be carried out in accordance with good exploration and mining practices commonly adopted by the national and international mining industry and shall comply with all regulations under Governing Law. Particularly, IE undertakes to execute such work in compliance with all legal and regulatory requirements relating to environmental matters.

Each Party shall act diligently and use its best efforts on identifying, obtaining, maintaining and complying with all permits, licenses, and authorizations required to perform its obligations under this Agreement, and shall reasonably cooperate with the other Party in connection with the foregoing. Each Party shall ensure that no Liens are created or caused by such Party over or within the Typhoon Exploration Area upon once such Typhoon Exploration Area has been determined by the Technical Committee.

All permits, licenses, and authorizations required for the implementation of an Exploration Campaign set forth in an approved Work Program, including, without limitation, those relating to archaeological matters, community relations, and environmental compliance,

shall be identified, and its obtention timely coordinated, by the Technical Committee in accordance with Applicable Law.

Upon termination of this Agreement or at any time disposed by the Management Committee, except if the Typhoon Exploration Area is converted into an Initial Project Area, IE shall return the Typhoon Exploration Area to SQM, free of debris and waste, if any, in a condition similar to that existing prior to IE’s work or at least restored to a condition consistent with Applicable Law and the terms of this Agreement.

4.4.9.    Non-Interference

IE Exploration Services shall be performed by IE in accordance with an approved Work Program, and SQM’s Exploration Activities shall likewise be performed in accordance with an approved Work Program. All Work Programs shall not interfere with or disrupt SQM’s activities and shall include provisions requiring both IE and SQM to adopt all reasonable measures to collaborate and coordinate their respective Exploration Activities in order to avoid interfering with or disrupting with the other Party’s Exploration Activities within the Typhoon Exploration Area. For the avoidance of doubt, except for the Exploration Activities carried out in accordance with this Agreement and the applicable approved Work Program, neither Party shall carry out any other activities within the Typhoon Exploration Area that could jeopardize the purpose of this Agreement.

The Parties shall establish and maintain appropriate safety coordination protocols to ensure the safe and efficient conduct of their respective operations. In the event of any operational conflict between the Parties, such conflict shall be resolved by the Management Committee.

4.5.    Exploration Campaigns, Exploration Budget and Work Program

IE’s TC Members shall prepare an initial draft of the Exploration Budget and Work Program for each Exploration Campaign, taking into consideration the size, scope, and nature of the planned Exploration Activities. For the avoidance of doubt, each Exploration Campaign shall have its own separate and distinct Exploration Budget and Work Program.

Upon IE’s TC Members submitting the draft Exploration Budget and Work Program to the Technical Committee, the TC Members shall meet as frequently as necessary to review, discuss, and develop the proposed Exploration Budget and Work Program.

The Technical Committee shall unanimously approve the Exploration Budget and Work Program for each Exploration Campaign.

If the Technical Committee does not reach an agreement on an Exploration Budget and Work Program for an Exploration Campaign within two (2) months from the date on which the initial draft is submitted by IE’s TC Members, an Exploration Deadlock shall be deemed to have occurred, and the procedure set forth in Article 7 shall apply.

The Management Committee shall approve any annual aggregated Exploration Budget and Work Program unanimously agreed by the Technical Committee solely in the event that the Exploration Budgets and the corresponding Work Programs exceed the Annual Minimum Exploration Expenditure.

Each Work Program and Exploration Budget of an Exploration Campaign may be unanimously amended by the Technical Committee from time to time as new information becomes available during the Exploration Campaign. However, any amendment that increases the required expenditure above an already approved Exploration Budget shall be submitted to the Management Committee for unanimous approval.

The Parties agree that the minimum total Exploration Expenditures shall not be less than US$ 9 million (the “Minimum Total Exploration Budget”) to be spent during the Exploration Term, with no less than US$ 3 million (the “Annual Minimum Exploration Expenditure”) to be spent in any twelve (12) month period commencing as of the commencement date of the first Exploration Campaign. The Minimum Total Exploration Budget must be fully expended prior to the expiration of the Exploration Term or termination of this Agreement (except if the Agreement is early terminated according to Section 15.2 and subject to Section 15.3). IE will have the right to review the supporting documentation of any Exploration Expenditures incurred by SQM.

If, in any given twelve (12)-month period, the Management Committee approves an Exploration Budget in excess of the Annual Minimum Exploration Expenditure, the excess amount shall be credited against the Annual Minimum Exploration Expenditure for the immediately succeeding twelve (12)-month period.

An Exploration Campaign shall terminate when a Technical Discovery has been mutually agreed between the Parties or, if the Parties do not reach agreement, when any Party requests the appointment of the Independent Geologist. Provided that IE exercises the Equity Option and the Project Company is incorporated, all the operational matters after the Option Exercise Date shall be funded by the Parties in proportion to their respective interest in the Project Company.

4.6.    Ownership of Exploration Information

All exploration information generated as a result of the exploration works including backups, interpretations, samples, and any related data, shall be the property of SQM unless IE exercises the Equity Option and the Project Company is incorporated. In such case, SQM shall contribute the exploration information of such Initial Project Area to the Project Company according to Section 8.

4.7.    Exploration Activities and Funding of Exploration Expenditures

4.7.1.    Exploration Activities.

Except for IE Exploration Services, all Exploration Activities shall be carried out by SQM following the approval of a Work Program and Exploration Budget according to the procedure set forth in Section 4.5 above.

SQM shall act diligently to carry out the Exploration Activities, but if SQM is prevented from performing any of its obligations due to unforeseen circumstances beyond the reasonable control of SQM, such event shall not give rise to any liability for SQM for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation.

4.7.2.    Funding of Exploration Expenditures

SQM shall exclusively (excepting but subject to the IE Accelerator Funding Right) fund the Exploration Expenditures on the SQM Mining Concessions and each Typhoon Exploration Area according to the respective Exploration Budget and Work Program, until the Option Exercise Notice. From the date of the Option Exercise Notice until the incorporation of the Project Company (the “JV Incorporation Date”), the Exploration Expenditures shall be funded equally by both Parties. After the JV Incorporation Date, all Exploration Expenditures shall be funded by the Project Company.

4.7.3.    Responsibility for Maintenance of SQM Mining Concessions and License Fees

Until this Agreement is terminated or once the SQM Mining Concessions are withdrawn in accordance with Section 4.3.4 hereto regarding “Changes to SQM Mining Concessions”, SQM shall remain responsible for maintaining the SQM Mining Concessions in good standing, including, without limitation, all costs associated with the payment of annual Mining License Fees (except as regulated as Exploration Expenditure). Upon incorporation of the Project Company, such Project Company shall, as from the JV Incorporation Date, be responsible for maintaining in good standing the SQM Mining Concessions comprising the relevant Initial Project Area, including, without limitation, bearing all costs associated with the payment of annual Mining License Fees and any other charges necessary to preserve its rights over such SQM Mining Concessions. This section shall apply to the replacement of any SQM Mining Concession.

4.8.    Accelerator Funding Right

IE shall have the right to fund Exploration Activities at a Typhoon Exploration Area in excess of the amounts set forth in the applicable Exploration Budget (the “Accelerator Funding Right”).

If IE exercises the Accelerator Funding Right and a Technical Discovery is made in such Typhoon Exploration Area, and IE subsequently exercises the Equity Option, one (1) half of the amounts funded by IE pursuant to the Accelerator Funding Right shall be credited against the Option Exercise Price, but only to the extent that the Technical Discovery is a direct result of Exploration Activities funded through the Accelerator Funding Right

(“Credit Option Price”), provided that the Credit Option Price shall in no event exceed one half (1/2) of the Option Exercise Price.

If IE does not exercise the Equity Option, any amounts funded by IE pursuant to the Accelerator Funding Right shall not be reimbursable by SQM under any circumstances.

4.9.    Technical Discovery, Independent Geologist and Initial Project Area

4.9.1.    Technical Discovery

Unless the Parties mutually agree in writing that a Technical Discovery has been made, any Party may, at any time during the Exploration, request that the Independent Geologist, jointly appointed by the Parties, conduct an assessment as to whether a Technical Discovery has been made with respect to all or a portion of a Typhoon Exploration Area. This right shall survive termination or expiration of the Agreement for a period of six (6) months.

4.9.2.    Independent Geologist

If the Parties fail to reach such appointment within ten (10) days following the date of written notice given by any Party for such purpose, the Independent Geologist shall be selected at random from among the names included in Annex A to this Agreement.

The random selection shall be conducted using a reputable and verifiable automated randomization tool mutually agreed. Each Independent Geologist shall be assigned a sequential number, and the tool shall generate a single random selection. The process shall be conducted in the presence of representatives of both Parties (physically or via secure video conference), and the result shall be recorded in writing and shall be final and binding upon the Parties.

Unless both Parties otherwise mutually agree or if listed in Annex A, no Independent Geologist shall be eligible for appointment if, at any time during the Exploration Term or in the three (3) years prior the appointment, he or she is, or has been, a director, officer, employee, or service provider of any Party or any Affiliate of any Party.

The Independent Geologist shall, as a condition to appointment, represent and warrant in writing to the Parties that: (a) he or she has no current or prior relationship, interest, or affiliation that would reasonably be expected to give rise to a conflict of interest with respect to his or her duties under this section; and (b) he or she is not, and has not during the Exploration Term been (or within three (3) years prior the appointment), a director, officer, employee, or service provider of any Party or any Affiliate of any Party. In addition, no Independent Geologist shall be permitted to act as an Independent Geologist under this Agreement if such individual consults or provides advice to a Party with respect to the TEA-SQM Mining Concession during the Exploration Term.

In the event that the Independent Geologist becomes aware of any circumstance that may constitute a conflict of interest after appointment, he or she shall immediately disclose such circumstance to the Parties in writing, and the Parties shall promptly appoint a replacement Independent Geologist in accordance with this section.

The Independent Geologist shall, within seven (7) days following receipt of the communication inviting them to participate, provide written notice of acceptance or rejection of the offered appointment. If the Independent Geologist expressly rejects the appointment or fails to respond within the aforementioned period, the Parties shall repeat the selection procedure set forth in this section.

The Independent Geologist shall issue its determination on whether a Technical Discovery has occurred within thirty (30) days from the date on which it confirms in writing its availability to serve in such capacity. The determination of the Independent Geologist shall include an assessment of a range of tonnages and a range of copper grades and shall further determine whether the lowest end of such range would demonstrate a Technical Discovery.

For this purpose, the Parties shall provide the Independent Geologist, on a confidential basis, with all the information, evidence, supporting documentation, explanations, surveys, on-site visits and assistance that he/she requires to determine as to whether a Technical Discovery has been made.

It is expressly stated that, as a condition to the appointment of the Independent Geologist, not less than three (3) drill holes demonstrating sufficient copper mineralization shall have been completed as part of the relevant Exploration Campaign.

The fees and expenses of the Independent Geologist shall be borne equally by the Parties for the first two appointments. From the third appointment onward, each Party shall bear the fees and expenses of the Independent Geologist it appoints if the determination is negative. If the determination is positive, the fees and expenses shall be shared equally by the Parties.

4.10.    CGI Services

Simultaneously with the execution by the Parties of the Agreement, SQM shall enter into a data services agreement with CGI (the “Data Services Agreement”) pursuant to which (i) CGI shall provide SQM services for the three-dimensional analysis of data and processing of geophysical datasets generated using the Typhoon Unit until the expiration of the Exploration Term or the termination of the Agreement, and (ii) SQM shall pay to CGI the applicable fee in consideration for the provision of the services in accordance with the fee schedule included in the Data Services Agreement (the “Data Service Fees”).

4.11.    Initial Project Area

Upon the determination of a Technical Discovery (whether by mutual agreement of the Parties or by determination of the Independent Geologist), unless the Parties mutually agree in writing on the Initial Project Area within thirty (30) days from the date on which a Technical Discovery is made, the Parties shall immediately request the Independent Geologist to determine the Initial Project Area related to such Technical Discovery. The Parties shall duly cooperate with the Independent Geologist in order for the Independent Geologist to issue its determination on the Initial Project Area within six (6) months from the date on which it confirms in writing its availability to serve in such capacity. The appointment of the Independent Geologist shall be made in accordance with Section 4.9.2, which Section shall apply mutatis mutandis for purposes of the determination of the Initial Project Area, except that, in this case, the fees and expenses of the Independent Geologist shall be borne equally by the Parties. If the Independent Geologist is not able to define the Initial Project Area following the determination of a Technical Discovery, the Parties shall appoint the Independent Expert according to Article 7 below who shall determine the Initial Project Area according to the procedure set forth in Annex H.

4.12.    Typhoon Exploration Area withdrawn and right to purchase.

Unless it is done to replace all or part of any TEA-SQM Mining Concession, if, during the Exploration Term, SQM intends to relinquish, transfer, or abandon all or part of any of them, IE shall have the right to purchase such property at SQM’s Tax Cost.

If IE does not notify SQM of its decision to exercise this right within thirty (30) days following receipt of written notice from SQM of its intention, SQM shall thereafter be free to relinquish, transfer, or abandon such property, which shall automatically be excluded from the Agreement for such purposes, without further liability and any Back-In Right related to the relinquished, transferred or abandoned TEA-SQM Mining Concession shall terminate.

In the event that IE does not exercise its right to purchase, it shall cancel and release any TEA Prohibition created over the TEA-SQM Mining Concessions within the forty-five (45) days following SQM notice of its aforementioned intention.

ARTICLE 5: TECHNICAL COMMITTEE

5.1.    Establishment of the Technical Committee

As soon as practicable after the Effective Date, the Parties shall establish a technical committee (the “Technical Committee”). The Technical Committee will be comprised of two (2) members appointed by IE and two (2) members appointed by SQM (together the “TC Members”). TC Members may only be a geologist, geophysicist or mining-related engineer.

The Technical Committee will operate until the earliest of (i) the expiration of the Exploration Term; and (ii) the early termination of the Agreement. With respect to a

specific Typhoon Exploration Area on which a Technical Discovery has been made, the Technical Committee will continue to operate until the JV Incorporation Date.

A quorum for any meeting of the Technical Committee shall require the presence of at least one (1) TC Member appointed by IE and one (1) TC Member appointed by SQM. All decisions of the Technical Committee shall require the unanimous approval of all TC Members present at the meeting. For the avoidance of doubt, any decision involving legal or regulatory matters or potential liability for SQM shall require the presence of at least one (1) TC Member appointed by SQM.

5.2.    Role of Technical Committee

The mandate of the Technical Committee shall be to (a) advise the Management Committee, (b) prepare Exploration Campaigns, including providing the information necessary for quotes and for SQM to request internal and external environmental permits, (c) prepare the Exploration Budgets, the Work Programs and any proposed modifications thereto and approve the Exploration Budget, the Work Programs and any proposed modifications thereto except in the event set forth in Section 6.2(c) below (d) prepare thesis to be evaluated by Exploration Campaigns, (e) prepare, every one (1) year, a comprehensive report for the Management Committee summarizing the Exploration Campaigns, including the hypothesis evaluated, results obtained, costs incurred, and time elapsed, (f) evaluate technical data and exploration results, and provide recommendations regarding technical risks and appropriate mitigation strategies and (g) monitor and control expenses.

5.3.    Operation of the Technical Committee

The Technical Committee shall hold meetings in accordance with a schedule established by its members, but no less frequently than once per month during any active Exploration Campaign or at the request of any TC Member. Meetings may be convened by any TC Member upon not less than five (5) Business Days' prior written notice to all other TC Members, unless all TC Members agree to waive such notice.

Meetings of the Technical Committee may be held in person or by means of conference telephone, video conference, or other communications equipment enabling all participants to communicate with each other simultaneously and instantaneously.

SQM shall designate one of its appointed TC Members to serve as chair of the Technical Committee, without casting vote. The Technical Committee’s chair shall be responsible for coordinating the preparation and distribution of meeting agendas, ensuring that meeting minutes are prepared and distributed, and facilitating the orderly conduct of meetings.

Notice of each meeting of the Technical Committee shall include a proposed agenda. Any matter not included in the agenda may be discussed, but no formal decision may be taken

with respect to such matters unless all TC Members present unanimously agree to consider such matter.

Minutes of each meeting shall be prepared by the chair of the Technical Committee and shall be circulated to all TC Members within five (5) Business Days following the meeting. Such minutes shall record all decisions made, actions to be taken, and any dissenting views or votes expressed by TC Members. Minutes shall be deemed approved unless a TC Member objects in writing within five (5) Business Days of receipt.

Exploration Budgets shall include the costs and expenses associated with the operation of the Technical Committee, including all travel, accommodation, and related expenses of the TC Members.

Each Party may, at its sole discretion, remove and replace any of its appointed TC Members at any time upon written notice to the other Party. Each TC Member shall, as a condition of serving on the Technical Committee, comply with all confidentiality obligations set forth in this Agreement.

ARTICLE 6: MANAGEMENT COMMITTEE

6.1.    Establishment of the Management Committee

As soon as practicable after the Effective Date, the Parties shall establish a management committee (the “Management Committee”). The Management Committee will be comprised of two (2) members appointed by IE and two (2) members appointed by SQM. The members of the Management Committee shall be distinct from, and shall not concurrently serve as, members of the Technical Committee.

The Management Committee will operate until the earliest of (a) the expiration of the Exploration Term or (b) early termination of the Agreement.

A quorum for any meeting of the Management Committee shall require the presence of at least one (1) member representing each Party. All decisions of the Management Committee shall require the unanimous approval of all the members present at the meeting.

6.2.    Role of Management Committee

The mandate of the Management Committee shall be to (a) oversee and facilitate the implementation of the collaboration between IE and SQM, (b) serve as a forum for ongoing consultation and discussion between the Parties, (c) approve the Exploration Budget and Work Program presented by the Technical Committee solely in the event that the annual aggregated Exploration Budgets and the corresponding Work Programs exceeds the Annual Minimum Exploration Expenditure, (d) decide on the removal of SQM Mining Concessions from this Agreement, and (e) serve as a forum for Exploration Deadlocks occurring at the Technical Committee in accordance with Article 7.

6.3.    Operation of the Management Committee

The Management Committee shall hold meetings in accordance with the schedule established by its members, but no less frequently than once per quarter during any active Exploration Campaign or upon the request of any member. Meetings may be convened by any Management Committee member upon not less than five (5) Business Days prior written notice to all other Management Committee members, unless all members agree to waive such notice.

Meetings of the Management Committee may be held in person or by means of conference telephone, video conference, or other communications equipment enabling all participants to communicate with each other simultaneously and instantaneously.

SQM shall designate one of its appointed Management Committee’s members to serve as chair of the committee without casting vote. The chair of the Management Committee shall be responsible for coordinating the preparation and distribution of meeting agendas, ensuring that meeting minutes are prepared and distributed, and facilitating the orderly conduct of meetings.

Notice of each meeting of the Management Committee shall include a proposed agenda. Any matter not included in the agenda may be discussed, but no formal decision may be taken unless all members present at the meeting unanimously agree to consider such matter.

Minutes of each meeting of the Management Committee shall be prepared by the chair of the Management Committee and circulated to all Management Committee members within five (5) Business Days following the meeting. Such minutes shall record all decisions made, actions to be taken, and any dissenting view or votes expressed by Management Committee members. Minutes shall be deemed approved unless a Management Committee members objects in writing within five (5) Business Days of receipt.

Exploration Budgets shall include the costs and expenses associated with the operation of the Management Committee, including all travel, accommodation, and related expenses of its members.

Each Party may remove and replace any of its appointed Management Committee members at any time upon written notice to the other Party. Each member shall, as a condition of serving on the Management Committee, comply with all confidentiality obligations set forth in this Agreement.

ARTICLE 7: EXPLORATION DEADLOCK

If the Technical Committee is unable to reach an agreement regarding an Exploration Campaign or the respective Work Program and Exploration Budget or a specific item of a Exploration Campaign or the respective Work Program and Exploration Budget or any

other matter that according to this Agreement shall be determined by the Technical Committee (the “Disputed Matter”) according to the procedure set forth in Section 4.5 above, it shall be understood that a deadlock has arisen with respect to such Disputed Matter (the “Exploration Deadlock”).

A disagreement affecting community or environmental matters shall not constitute an Exploration Deadlock and shall be decided by SQM.

If an Exploration Deadlock occurs, each Party shall present its position on the Disputed Matter to the Management Committee, which shall attempt, through good-faith discussions, to resolve such matter within thirty (30) days after referral to them of the Disputed Matter. Any resolution agreed to by the Management Committee shall be final and binding on the Parties.

If the Management Committee does not resolve the Exploration Deadlock within such period or does not approve an Exploration Budget or Work Program in the case set forth in Section 6.2(c) above or, generally, if the Management Committee is unable to reach an agreement regarding any other matters subject to the Management Committee’s determination pursuant to this Agreement, the Parties shall appoint an independent technical expert according to the procedure set forth in Annex H hereto (the “Independent Expert”) whose decision shall be final and binding on the Parties and shall be issued in accordance with the instruction set forth in the above referred Schedule. For the avoidance of doubt, the Independent Expert shall resolve the Disputed Matter exclusively by selecting one of the alternatives proposed by the Parties.

The fees and expenses of the Independent Expert, including any reasonable ancillary costs incurred in connection with the determination of the Disputed Matter, shall be borne equally by the Parties, unless the Independent Expert determines, in its sole discretion, that one Party’s position was manifestly unreasonable, in which case the Independent Expert may allocate a greater share (up to 100%) of such fees and expenses to such Party.

ARTICLE 8: EQUITY OPTION

8.1.    Grant of Equity Option

IE, acting directly or through a wholly owned Affiliate of IE, shall have the exclusive option, for a period of six (6) months following the determination of a Technical Discovery (whether by mutual agreement of the Parties or by determination of the Independent Geologist) (the “Option Period”), to incorporate a Project Company with a fifty percent (50%) interest for the purpose of executing a Project within the applicable Initial Project Area (the “Equity Option”) by providing within the Option Period written notice to SQM of its decision to exercise the Equity Option (such notice, the “Option Exercise Notice” and the date in which such notice is received by SQM, the “Option Exercise Date”). The Parties agree that, if within the Option Period the Initial Project Area has not been mutually determined by the Parties according to Section 4.11, the Option Period shall be

automatically extended until the Independent Geologist or the Independent Expert, as applicable, make such determination.

The Option Exercise Notice shall include: (a) identification of the specific Initial Project Area that is subject to the Equity Option; (b) the amount of the Exploration Expenditures incurred by SQM in accordance to this Agreement and Technical Committee, and the resulting Option Exercise Price; and (c) the proposed name of the Project Company and the Notary Public office where both the JV Incorporation and Project Company Capital Increase public deeds and the Shareholder Agreement shall be executed according to Section 8.2 below.

The Parties agree that the price for a fifty percent (50%) interest in the Project Company shall be an amount equal to two (2) times the total Exploration Expenditures as of the Option Exercise Date (the “Option Exercise Price”).

If IE does not exercise the Equity Option with respect to a Technical Discovery, such right shall terminate automatically upon expiration of the Option Period, including with respect to any Back-In Right, the relevant TEA-SQM Mining Concession shall be automatically removed from this Agreement and IE, upon SQM request shall release the relevant TEA-Prohibition.

For the avoidance of doubt, following a non-exercise of the Equity Option, SQM shall have the right to continue exploration activities in the relevant Typhoon Exploration Area on its own account, including the Initial Project Area, and the Back-In Rights shall continue to apply solely to those portions of such Typhoon Exploration Area that were not the subject of a Technical Discovery.

The Parties agree that the granting of the Equity Option following the determination of a Technical Discovery in accordance herewith and after the fulfilment of the notices and the other requirements agreed in this Section 8.1, constitutes a promise to enter into a contract (promesa de celebrar un contrato) as regulated in Article 1554 of the Chilean Civil Code.

8.2.    JV Incorporation and Capital Increase

Upon delivery of the Option Exercise Notice, the Parties shall complete the following steps, in the order set forth below:

(a)    JV Incorporation: no later than sixty (60) days following the Option Exercise Date, SQM shall execute before a Notary Public in Santiago, Chile, the Project Company Bylaws in substantially the form attached as Annex B. The Project Company Bylaws shall be registered in the Commercial Registry of Santiago and published in the Official Gazette in accordance with Applicable Law. For the avoidance of any doubt, and as specified in Annex B, SQM shall contribute or cause to be contributed to the Project Company, as capital (and which shall be regarded as its Tax Cost), the TEA-SQM Mining Concessions comprising the Initial Project Area, free and clear of all

Liens. Further, at the JV Incorporation Date, IE shall appear to the JV Incorporation deed to release the TEA Prohibition for the sole purpose of contributing and registering the SQM Mining Concessions comprising the Initial Project Area in the name of the Project Company. SQM shall execute all documents and take all actions reasonably necessary to effect such incorporation and asset contribution, including obtaining any required regulatory approvals in accordance with Applicable Law, if any.

(b)    Project Company Capital Increase: no later than sixty (60) days following the JV Incorporation Date, the Parties shall execute before a notary public in Santiago, Chile, a public deed evidencing the Project Company Capital Increase in substantially the form attached as Annex C. Such capital increase deed shall be registered in the Commercial Registry of Santiago, and an extract thereof shall be published in the Official Gazette in accordance with Applicable Law. IE shall pay the Option Exercise Price in immediately available funds by wire transfer to a bank account in the name of the Project Company within the next thirty (30) days following the Project Company Capital Increase or earlier, within the next five (5) days from the date in which the Company’s bank account is opened and able to receive funds. The TEA Prohibition shall be definitely released by IE simultaneously with the execution of the Project Company Capital Increase deed solely with respect to the SQM Mining Concessions contributed to the Project Company.

(c)    Shareholders Agreement: simultaneously with the Project Company Capital Increase, the Parties shall execute the Shareholders Agreement.

The Parties agree to cooperate in good faith and use commercially reasonable efforts to complete each step within the timeframes specified in this Section 8.2. Each Party shall be responsible for obtaining any internal corporate approvals required to execute the documents contemplated in this Section 8.2.

8.3.    Additional Technical Discoveries

If, during the Exploration Term, additional Technical Discoveries are made within a Typhoon Exploration Area (including one that has previously been the subject of a Technical Discovery), the Option Exercise Price for the incorporation of a new Project Company shall follow the same structure and proceedings applied to the previous Project Company, but calculated solely on the basis of the incremental Exploration Expenditures across all Typhoon Exploration Areas that were not included in the Option Exercise Price of the previous Project Company.

Notwithstanding the foregoing, the Parties may, by mutual agreement, adopt an alternative structure whereby the relevant Initial Project Area and the new Option Exercise Price are contributed to an existing Project Company, rather than incorporating a new Project Company, if such structure is determined to be more efficient from technical, operational, legal, and/or tax perspectives.

8.4.    Back-In Right

If: (a) IE has exercised at least one Equity Option and a Project Company has been incorporated by SQM for a Project, including the contribution of the TEA-SQM Mining Concessions comprising its Initial Project Area and further IE has paid the corresponding Option Exercise Price; and (b) at any time prior to the expiry of the period ending one (1) year after the expiration of the Exploration Term, SQM makes a Technical Discovery within a Typhoon Exploration Area, then SQM shall notify IE in writing of such Technical Discovery within five (5) days of the Technical Discovery, and the Equity Option shall be automatically renewed in respect of that Typhoon Exploration Area (“Back-In Right”). IE may exercise such renewed Equity Option at any time during the six (6) month period following receipt of SQM’s notification. For greater certainty, the Back-In Right survives the expiration or termination of this Agreement in accordance with this paragraph.

The Back-In Right shall apply only to the Typhoon Exploration Areas for which the Option Exercise Price has been paid by IE, which, for the avoidance of doubt, may comprise multiple Typhoon Exploration Areas (the “Back-In Right Areas”).

At any time prior to the expiry of the period ending one (1) year after the expiration of the Exploration Term, and no more than once (1) per calendar quarter, IE may, at its own cost, appoint a qualified expert to conduct a technical audit of new exploration performed by SQM or its Affiliates within the Back-In Right Areas. If, based on such audit, IE reasonably determines that an assessment of a Technical Discovery is reasonable in any Back-In Right Area, the Parties shall appoint an Independent Geologist to conduct an assessment as to whether a Technical Discovery has been made with respect to all or a portion of a Typhoon Exploration Area. The appointment of such Independent Geologist and the issuance of his assessment shall be made according to terms and conditions of Section 4.9.2.

ARTICLE 9: RELATIONSHIP OF THE PARTIES

9.1.    No Partnership

Unless expressly provided to the contrary in this Agreement, neither Party shall represent itself as a partner, joint-venturer, agent, employee or general representative of the other. Each Party acknowledges that it shall have no right, power or authority to obligate in any way the other to any contract or other obligation.

9.2.    Ivanhoe Electric acquisition of mining rights in Chile

Neither IE nor any of its Affiliates shall acquire, directly or indirectly, any mining rights within five (5) km of any Typhoon Exploration Area for the Exploration, for the Term of this Agreement plus three (3) years.

ARTICLE 10: PERSONNEL

The Typhoon Unit shall be operated directly by qualified IE Personnel. IE shall be responsible for obtaining all work permits or authorizations for IE Personnel in accordance with Applicable Law.

SQM may reasonably request that IE remove any of its IE Personnel from their duties if such personnel fail to continually comply in any material respect with the terms and conditions of this Agreement. Upon receipt of such a request, IE shall, at its own expense, propose and assign a suitable replacement. For the avoidance of doubt, the abovementioned rights or authority of SQM shall not apply to individuals appointed by IE to the Technical Committee or the Management Committee.

IE Personnel shall at all times remain employees of IE or the respective Affiliates, and nothing in this Agreement shall be construed as creating an employment relationship between SQM and any of IE Personnel. SQM shall have no responsibility for the performance or conduct of IE Personnel and shall not be liable for any damages, liabilities, costs or expenses under Article 12 hereto, resulting from the performance or conduct of such IE Personnel. The Parties acknowledge and agree that SQM shall have no right to supervise, direct, control, or otherwise exercise authority over IE Personnel, and such personnel shall not, by virtue of this Agreement, be deemed subject to any form of subordination or dependence to SQM. Notwithstanding the foregoing, IE shall, promptly following a reasonable request from SQM, provide appropriate documentation evidencing that IE Personnel are employees of IE or of IE’s Affiliates in accordance with Governing Law.

SQM will be responsible for all personnel used for providing Exploration Activities other than the IE Exploration Services. Nothing in this Agreement shall be construed as creating an employment relationship between IE and any of SQM’s personnel. The Parties acknowledge that SQM will make available to IE certain qualified SQM personnel in connection with specific IE Exploration Services. IE shall have no responsibility for the performance or conduct and shall not be liable for any damages, liabilities, costs or expenses under Article 12 hereto, resulting from the performance or conduct of such SQM personnel, except to the extent such personnel act pursuant to and in accordance with the instructions expressly given by IE.

ARTICLE 11: WORKPLACE CONDUCT AND PRACTICES

IE shall use its best efforts to prevent theft or other losses of or damage to property on SQM’s property or any worksite. On its part, SQM shall use its best efforts to prevent theft or other losses of or damage to IE equipment on SQM’s property or any worksite.

IE shall inform IE Personnel of, and shall be responsible for, ensuring their continuous compliance with, appropriate standards of behavior and with SQM’s Policies applicable within SQM’s property and any worksite (the “Workplace Policies”).

IE shall also provide SQM with written documentation signed by each member of IE Personnel, confirming that such personnel have received and understood the Workplace Policies and their obligations under this Article. For the avoidance of doubt, any violation of these obligations by IE Personnel that results in an accident or causes any delay in the performance of IE’s obligations shall constitute a material breach of this Agreement.

IE shall be liable for any accidents suffered by IE Personnel within the worksite to the extent such accident results from such personnel’s failure to follow the Workplace Policies, or due to such personnel’s negligence or willful misconduct or unsafe conditions attributable to SQM or its personnel.

To the extent permissible under Governing Law, SQM may require the removal of any of IE Personnel from its property or the areas controlled by it in case such personnel fail to follow the Workplace Policies, without releasing IE from its obligations hereunder.

Under no circumstances shall any of IE Personnel be permitted to: (i) carry, distribute, sell, use or consume drugs or alcohol on SQM property or at a worksite; or (ii) enter or remain on SQM property or a worksite having used or consumed drugs or alcohol. IE shall cause IE Personnel to comply with the foregoing and shall adopt industry-standard policies and procedures to perform drug and alcohol tests on IE Personnel and screen the facilities, furniture, bags and other belongings of IE’s personnel for drugs and alcohol in accordance with Governing Law. SQM reserves the right, at its own property and facilities, to require IE Personnel to submit to drug and alcohol tests. In the event that any of IE Personnel: (i) fail to comply with the requirements of this article, or aid or abet any failure to comply therewith, or (ii) test positive for drugs or alcohol on SQM’s property or at a worksite, then SQM may immediately remove such IE Personnel from the property or worksite, and may prohibit subsequent reentry by such personnel.

ARTICLE 12: LIABILITY AND INDEMNITY

Subject to the provisions of this Article 12, each Party shall indemnify and hold harmless the other Party and its Affiliates and their respective directors, officers, employees, agents, representatives, consultants and successors and assigns from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from: (a) any breach of this Agreement by the indemnifying Party; (b) any material breach of any representation or warranty made by the indemnifying Party in this Agreement; (c) the gross negligence or willful misconduct of the indemnifying Party, its Affiliates, or any of their respective directors, officers, employees, agents or representatives in connection with this Agreement; or (d) any violation of Applicable Law by the indemnifying Party, its Affiliates, or any of their respective directors, officers, employees, agents or representatives in the performance of their obligations under this Agreement.

Neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to moral damages, loss of profit (lucro cesante), or punitive damages under Applicable Law.

ARTICLE 13: ENVIRONMENTAL PROTECTION

During the provision of the IE Exploration Services, IE shall comply with the environmental and sectoral regulations, including environmental qualification resolutions and regulation applicable to SQM, taking all necessary precautions to prevent any violation thereof, in order to avoid any impact on the environment and its components, on animal and/or plant health, on population supply, on the existence of water resources, on the supply of drinking water, on cultural heritage, on protected species and areas, on hydrobiological resources, as well as on the health and physical and psychological integrity of individuals. In preparing the respective Work Programs, the Technical Committee shall consider compliance with environmental and sectorial regulations as set forth in this Article 13. Without limiting the generality of the foregoing, IE shall:

(a)    Ensure that vegetation is not destroyed as a result of or in connection with its provision of its obligations hereunder;

(b)    Take any necessary measures to avoid contaminating any body of water, including ground water;

(c)    Keep work areas clean, remove industrial waste at least once per week and properly manage the temporary accumulation of said waste; and

(d)    Take the necessary actions to avoid spills of any hazardous materials while providing its services.

In the event that IE causes any damage to the environment according to this Article 13, IE shall be solely and exclusively responsible for such damage, and Article 12 on “Liability and Indemnity” shall apply in full force and effect.

ARTICLE 14: NON SOLICITATION

Each Party covenants, undertakes and agrees that, from the Effective Date until two (2) years after its termination, except as otherwise permitted in writing by the other Party, it shall not, and shall cause its Affiliates not to, directly or indirectly, whether alone or in association with others and whether as an officer, director, business associate, principal agent, indirect owner, shareholder, partner, joint venture or member, lender, investor, consultant, employee, representative, manager, or in any other capacity: (i) solicit or otherwise encourage any business partners, customers or contractors of the other Party to cease doing business with such other Party, or (ii) solicit the services of, or otherwise encourage, any employees, full-time consultants or independent contractors of the other Party to terminate their employment with, or services to, such other Party, or to become an

employee, consultant or independent contractor or otherwise provide services to any person other than such other Party.

ARTICLE 15: TERM OF THE AGREEMENT AND TERMINATION

15.1.    Agreement Term

This Agreement shall be effective as of the Effective Date and shall remain in full force and effect throughout the Exploration Term (the “Term of the Agreement”), unless earlier terminated by either Party in accordance with the provisions set forth in Section 15.2 below or by mutual written agreement of the Parties. This Agreement shall automatically terminate upon the expiry of the Term of the Agreement; provided, however, that the Parties may extend the Term of the Agreement by mutual written consent.

15.2.    Early Termination

15.2.1.    Early Termination by SQM

This Agreement may be terminated at any time by SQM by providing IE with thirty (30) days’ written notice of its intention to terminate the Agreement:

(a)    If any representation or warranty of IE under this Agreement is untrue or inaccurate in any material respect as at the date hereof and such inaccuracy is not remedied within a period of sixty (60) days following the delivery by SQM to IE of written notice of such inaccuracy, or such longer period of time as SQM may determine acting reasonably, having regard to the inaccuracy;

(b)    If IE is in material breach or default of a covenant or obligation under this Agreement and such breach or default is not remedied within a period of sixty (60) days following the delivery by SQM to IE of written notice of such breach or default;

(c)    In accordance with Article 19 (Compliance with Laws and Policies);

(d)    If Exploration Activities are suspended or delayed as a result of a Force Majeure event for a period of more than six (6) months; or

(e)    If an insolvency event occurs with respect to IE.

15.2.2.    Early Termination by IE

This Agreement may be terminated at any time by IE by providing SQM with thirty (30) days’ written notice of its intention to terminate the Agreement:

(a)    If any representation or warranty of SQM under this Agreement is untrue or inaccurate in any material respect as at the date hereof and such inaccuracy is not

remedied within a period of sixty (60) days following the delivery by IE to SQM of written notice of such inaccuracy, or such longer period of time as IE may determine acting reasonably having regard to the inaccuracy;

(b)    If SQM is in material breach or default of a covenant or obligation under this Agreement and such breach or default is not remedied within a period of sixty (60) days following the delivery by IE to SQM of written notice of such breach or default;

(c)    In accordance with Article 19 (Compliance with Laws and Policies);

(d)    If Exploration Activities are suspended or delayed as a result of a Force Majeure event for a period of more than six (6) months; or

(e)    If an insolvency event occurs with respect to SQM.

15.3.    Effects of Termination

The termination of this Agreement shall not affect the survival, to the extent applicable, of the provisions contained in Section 8.4 (Back-In Right), Article 12 (Liability and Indemnity), Article 16 (Governing Law), Article 17 (Dispute Resolution), Article 18 (Confidential Information), and any other provisions which by their nature are intended to survive termination.

If this Agreement is terminated pursuant to this Article 15, any ongoing Exploration Campaign shall continue and shall be completed in accordance with the applicable Work Program and Exploration Budget. Furthermore, either Party shall be entitled to request that the Independent Geologist determine whether a Technical Discovery has been made, in accordance with the terms of this Agreement. If a Technical Discovery is made, IE shall retain the right to exercise its Equity Option, and the Parties shall carry out the actions set forth in Article 8 above.

ARTICLE 16: GOVERNING LAW

The Agreement shall be governed by the laws of the Republic of Chile (the “Governing Law”).

ARTICLE 17: DISPUTE RESOLUTION

Any dispute, claim or controversy that may arise between the Parties either in connection with the existence, validity, interpretation, annulment, compliance or default of this Agreement or any other matter directly or indirectly related to this Agreement, including without limitation those relating to the existence and validity of this Article 17 and the faculties granted to the Panel hereby, and the determination of the applicability, shall be settled by a panel of three (3) arbitrators designated by the Parties (the “Panel”), that will resolve as a mixed referee (“árbitro mixto”, i.e., the Panel’s proceeding shall be decided by

the Parties and the decision shall be subject to the applicable Chilean law). If the Parties do not agree on the proceeding rules, the arbitration shall proceed in accordance with the Rules of Arbitration Procedure of the Santiago Arbitration and Mediation Center in effect on the date of the designation of the Panel. To this end, each Party shall appoint one arbitrator. The third arbitrator, who shall be the chairman of the Panel, shall be appointed by the two arbitrators appointed by the Parties. If either Party fails to appoint an arbitrator within thirty (30) days after the filing of a dispute, the Santiago Chamber of Commerce upon written request by either Party shall designate an árbitro mixto from among the attorneys who are members of the arbitration corps of the Santiago Arbitration and Mediation Center. Each of the Parties shall be entitled to veto in advance three (3) members of the list of arbitrators of the Santiago Chamber of Commerce. Arbitrators shall be fluent in English and Spanish language. There shall be no remedy against the Panel’s resolutions, all of which are hereby expressly waived by the Parties. The Panel is especially empowered to resolve any matter relating to its competence and/or jurisdiction. Notwithstanding the above, any Party will be entitled to request, at its own decision, any injunctive relief from the Panel or from the corresponding ordinary court of Chile.

The arbitration proceedings shall be held, and the arbitral award shall be granted, in the city of Santiago, and Spanish shall be the official language for all its acts and documents, provided, that Parties shall be entitled to submit evidence, witnesses and experts’ testimony and statements in the English language.

Except for the clarification, rectification and amendment (recurso de aclaración, rectificación y enmienda) there shall be no other remedy against the Panel’s award, which are hereby expressly waived by the Parties.

Except for the fees of the Parties’ legal advisors, which shall be borne by each Party, all other expenses and costs of arbitration shall be borne by either or both Parties as the Panel may award.

The Parties agree to cooperate at all times in the arbitration process and, in particular, they agree that arbitration shall be subject to the following rules: (a) to the extent permitted under the applicable rules of the arbitration, commercially reasonable efforts shall be made so that the hearings and the proceedings in general should be oral and that hearings take place on successive Business Days; and (b) the Parties shall be governed by deadlines that the Panel may determine for the production of evidence and writs.

The Parties agree that the arbitration award may be enforced by and entered with any court with jurisdiction over the Parties or their assets. Notwithstanding the above, any Party will be entitled to request, at its own decision, any injunctive relief from the Panel or from the corresponding ordinary court of Chile.

ARTICLE 18: CONFIDENTIAL INFORMATION

18.1.    Confidentiality

The Parties undertake to keep secret and maintain in the strictest confidence and confidentiality all information, documentation and background information relating to this Agreement and the Exploration, which they acquire or which is delivered or disclosed to them, whether in writing, electronically or orally, in connection with the execution of this Agreement, including, furthermore, any information, documentation, discussion or negotiation prior to the date of this Agreement relating to the Exploration (the “Confidential Information”). Confidential Information shall, unless otherwise agreed in writing by the disclosing Party, be kept confidential and shall not be used by the receiving Party other than for a purpose connected with this Agreement or, except as provided below, disclosed to third parties by the receiving Party.

The confidentiality obligation will not be applicable to information that (i) is already known to the recipient from sources other than another Party, (ii) is already in the public domain (other than as a result of a breach of the terms of this Section 18.1, (iii) is independently developed by the recipient, or (iv) is disclosed as part of a press release or other statement permitted by the provisions of Section 18.2.

The Confidential Information, which any Party receives from another Party or the Company, may be disclosed by such Party:

(a)    to any Person who is such Party’s legal counsel, investment banker, other professional consultant or adviser, insurer or accountant; provided that such disclosure is solely to assist the purpose for which such Person was so engaged;

(b)    if required and to the extent required by any Applicable Law, or if such Party becomes legally required (by oral questions, interrogatories, request for information or documents, orders issued by any Governmental Authority or any other process) to disclose such information; provided, however, that such Party shall, to the extent practicable and permitted under Applicable Law, give prior notice to the other Party of the requirement and the terms thereof and shall cooperate with the other Party to minimize the disclosure of the information, seek a protective order or other appropriate remedy, and if such protective order or other remedy is not obtained, then such Party will furnish only that portion of such information that it is legally required to furnish;

(c)    to any of its Affiliates (or any company involved in the provision of advice to any such Affiliate for the purposes of this Agreement) and any employee of that Party or of a company to which disclosure is permitted pursuant to this Section 18.1;

(d)    to any third party as reasonably necessary for the performance of a Party’s obligations under this Agreement;

(e)    to the Panel appointed in accordance with Article 17;

(f)    to potential and actual lenders and investors of the Project.

The Party making the disclosure shall ensure that any Person to which it makes the disclosure undertakes to hold such Confidential Information subject to confidentiality obligations equivalent to those set out in this Section 18.1.

The foregoing obligations about the Confidential Information shall remain in effect for three (3) years after this Agreement is terminated or expires. Any Confidential Information that also qualifies as a trade secret under Applicable Law shall remain subject to the confidentiality obligations set forth in this Article 18 for so long as such information retains its status as a trade secret under Applicable Law, and such status is not lost due to any act or omission of the receiving Party.

Each Party hereby agrees that, in addition to other remedies, a Party disclosing Confidential Information in a manner not permitted under this Article shall be entitled to seek an injunction restraining any violation or threatened violation of the provisions of this Section 18.1 or to seek specific performance or other equitable relief to enforce the provisions of this Section 18.1 against any Party receiving such Confidential Information in any court having jurisdiction over such Party or its assets.

18.2.    Return or destruction of Confidential Information

Once the Agreement is terminated, the receiving Party must (and ensure its Affiliates): (a) immediately cease use of and/or access to the Confidential Information; and (b) if requested by the disclosing Party, permanently delete, destroy or return all Confidential Information, within the next 10 days, to the disclosing Party but excluding (i) automatic electronic back-ups and archive systems, and (ii) Confidential Information retained by the receiving Party to comply with its insurance, corporate governance or professional standards obligations, provided such Confidential Information is kept confidential and secure in accordance with the terms of this Agreement. Notwithstanding the return or destruction of Confidential Information, the receiving Party will continue to be bound by the terms and obligations of this Agreement.

18.3.    Public announcements and disclosures

The Parties shall consult with each other before issuing any press release or otherwise making any public statements or other publicly available disclosures about this Agreement, the Exploration, or any of the transactions contemplated by this Agreement. No Party to this Agreement (nor any of its Affiliates) shall (i) issue or cause to be issued any such press release or make any such public statement prior to such consultation, or (ii) use the name of, or make any disclosure regarding, another Party or its Affiliate in any press release or any other public disclosure without the prior written consent of such Party, except to the extent required by Applicable Laws (including applicable securities laws and stock exchange rules). In such case, the disclosing Party shall provide the other Party with at least 48 hours’ prior written notice (including a summary of the content) before issuing the

release or making any such public statement, unless such consultation period is not permitted under Applicable Law or Applicable Law requires the relevant Party to make such public disclosure sooner than 48 hours. If the other Party does not object or provide any comments within such period, the disclosing Party shall be authorized to issue the relevant release or making the public statement. For clarity, a new consultation obligation shall apply only with respect to new disclosures.

ARTICLE 19: COMPLIANCE WITH LAWS AND POLICIES

19.1.    Compliance by IE

IE agrees to comply with the Code of Conduct for SQM’s Business Partners, Anti-Bribery and Anti-Corruption Compliance Policy of Sociedad Química y Minera de Chile S.A. and its affiliate companies (hereinafter, “SQM Policies”) and all Anti-Corruption Laws.

IE shall ensure that the goods that come directly or indirectly from SQM, or those to which it had access due to this Agreement or the Exploration Activities, whatever be its nature, will not be used for illegal purposes or as part of any crime under the Anti-Corruption Laws. IE represents that it has not made and agrees that it will not, in connection with this Agreement, make or promise to make any payment or transfer anything of value, directly or indirectly, (i) to anyone working in an official capacity for a government, public entity (including employees of government owned or controlled corporations) or public international organization; (ii) to any political party, official of a political party or candidate; (iii) to an intermediary for payment to any of the foregoing; (iv) to any officer, director, employee or representative of any actual or potential customer of SQM or its related companies; (v) to any officer, director or employee of SQM or any of its related companies; or (vi) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made, the SQM Policies, or the Anti-Corruption Laws. It is the intent of the Parties that no payment or transfers of value shall be made that have the purpose or effect of bribery or “kickbacks” or, in general, any actions or use of goods or money in connection with entities or public or private officers that constitute the carrying out of illegitimate or inappropriate acts in accordance with the SQM Policies, the Anti-Corruption Laws, and the Applicable Laws.

Under no circumstance or instruction of SQM or its employees or representatives shall IE be authorized to perform any of the activities prohibited by the SQM Policies, the Anti-Corruption Laws, or any other Applicable Law, not even under the pretext of complying with instructions from SQM or in order to benefit SQM.

IE agrees to fully and totally adhere to the SQM Policies, and declares that it has received a full copy of the SQM Policies, which are available at https://www.sqm.com/politicas-corporativas/etica/. IE shall ensure that the employees under its authority, subcontractors, contractors, and any person that has a relationship with SQM, abstain from executing, in their relationship or link with SQM, any acts that are illegal, improper, or contrary to the conduct established in the SQM Policies. IE shall immediately inform SQM of any

situation of which it becomes aware that may result in an illegal use of SQM’s money or goods or a violation of the SQM Policies or Anti-Corruption Laws.

Any complaints by IE can be made by entering the external web portal http://denuncias.sqm.com/ or through the phone lines available according to IE’s location, specified in the referred portal.

A breach of this Section 19.1 shall be considered a material breach of the obligations imposed by the Agreement and authorizes SQM to terminate the Agreement immediately and without liability for SQM, and IE shall indemnify and hold SQM harmless against any and all claims, losses, or damages arising from or related to such breach.

19.2.    Compliance by SQM

SQM agrees to comply with all Anti-Corruption Laws. A breach of this Section 19.2 shall be considered a material breach of the obligations imposed by the Agreement and authorizes IE to terminate the Agreement immediately and without liability for IE, and SQM shall indemnify and hold IE harmless against any and all claims, losses, or damages arising from or related to such breach.

ARTICLE 20: NOTICES

All notifications and formal communications between SQM and IE in connection with this Agreement, shall be made in writing and shall be served by electronic mail with confirmation by reputable next-day express courier service or regular mail, as follows:

NOTICE TO SQM:<br><br>Sociedad Química y Minera de Chile S.A.<br><br>trinidad.reyes@sqm.com<br><br>El Trovador 4285<br><br>Las Condes<br><br>Attn.: Trinidad Reyes
NOTICE TO IE:<br><br>Ivanhoe Chile Exploration SpA<br><br>cassandra@ivnelectric.com<br><br>Miraflores 222, floor 28 north, office 2801<br><br>Santiago<br><br>Attn.: Cassandra Joseph, VP, General Counsel and Corporate Secretary
NOTICE FOR IEI (for purposes of Article 22):<br><br>Ivanhoe Electric Inc.<br><br>Attn: Cassandra Joseph, VP, General Counsel and Corporate Secretary<br><br>Address: 450 E. Rio Salado Parkway, Suite 130<br><br>Tempe, Arizona, USA 85281<br><br>Telephone: +1-520-610-4784<br><br>Email: cassandra@ivnelectric.com

Any notice delivered by email will be deemed to have been delivered when verified by automated receipt or electronic logs. As proof of such delivery, it will be sufficient to produce an acknowledgement of receipt by the recipient Party.

Any of the Parties may, with prior notice delivered to the other Party in accordance herewith at least five (5) days in advance, designate another address or Person to receive notices under this Agreement.

ARTICLE 21: GENERAL

21.1.    Costs and Expenses; Payments

Except as otherwise specified in this Agreement, each Party shall be solely responsible for all of its own costs and expenses associated with the performance of its activities under this Agreement and neither Party shall make any payment or pay any financial contribution to the other Party in consideration of the other Party’s performance under this Agreement

21.2.    No Assignment

Neither Party may transfer or assign to a third party this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably

withheld.

It is understood, however, that either Party may freely transfer or assign any of its rights and

obligations under this Agreement to any of its Affiliates, provided that such Affiliate agrees to be bound by the terms of this Agreement.

Furthermore, it is understood, that either Party may freely transfer or assign any of its rights and obligations under this Agreement to any direct or indirect successor of its business by means of merger, divestment, acquisition, contribution of assets or any other restructuring operation.

21.3.    Language

The language of this Agreement is English, and the transactions envisaged by it and all notices, demands, requests, statements, certificates, reports or other documents or communications given or delivered pursuant to this Agreement shall be in the English language unless otherwise agreed.

In the event of translation of this Agreement into any other language, the Parties agree that the English language version shall prevail for the purposes of resolving any disputes in connection with this Agreement.

21.4.    Counterparts and Electronic Signature

This Agreement may be executed in multiple counterparts, each of which when so executed shall be an original and all of which when taken together shall constitute one and the same instrument. Each of the Parties agrees that the electronic signatures, whether digital or encrypted, of the Parties to this Agreement, if any, are intended to authenticate this Agreement and to have the same force and effect as manual signatures. Delivery by electronic mail of an executed counterpart’s signature page of this Agreement in PDF, or by DocuSign or other digital signature provider, has the same effect as delivery of an executed original of this Agreement.

ARTICLE 22: CHANGE OF CONTROL RESTRICTION

22.1.    IEI hereby covenants and agrees that, until the expiration or termination of this Agreement, it shall maintain, and shall not sell, transfer, assign, pledge or otherwise dispose of, nor permit any action or transaction that results in IEI ceasing to hold, directly or indirectly, majority ownership or effective Control of IE. For the avoidance of doubt, this restriction shall not apply to any change of Control of IEI.

22.2.    Each of IE and SQM, hereby declare that they accept the covenant and obligation undertaken by IEI in Section 22.1 for its benefit.

IN WITNESS WHEREOF this Agreement has been executed as of the date first above given.

_/s/ Pablo Altimiras_____________________________

Pablo Altimiras

CEO of SQM Iodine and Plant Nutrition

p.p. SOCIEDAD QUÍMICA Y MINERA DE CHILE S.A.

_/s/ Gonzalo Aguirre___________________________

Gonzalo Aguirre

Legal Vice-President

p.p. SOCIEDAD QUÍMICA Y MINERA DE CHILE S.A.

_/s/ Taylor Melvin___________________________

Taylor Melvin

President and Chief Executive Officer

p.p. IVANHOE ELECTRIC INC.

_/s/ Quentin Markin__________________________

Quentin Markin

Chairman

p.p. IVANHOE CHILE EXPLORATION SpA

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