8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 10, 2026

IVANHOE

ELECTRIC INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41436	32-0633823
(State or other jurisdiction of<br><br> incorporation or organization)	(Commission<br><br> File Number)	(I.R.S. Employer<br><br> Identification No.)
450 E Rio Salado Parkway, Suite 130<br><br>Tempe**, Arizona**	85281
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(480

) 656-5821

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of theAct:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, par value $0.0001 per share	IE	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Item 1.01	Entry into a Material Definitive Agreement.

On February 10, 2026, Ivanhoe Electric Inc.’s (the “Company”) publicly listed and 60.8% owned subsidiary, Cordoba Minerals Corp. (“Cordoba”), and Cordoba Minerals Holdings Ltd., an indirect subsidiary of Cordoba (“Cordoba Barbados”, and together with Cordoba, the “Cordoba Parties”), JCHX Mining Management Co., Ltd. (“JCHX”), Veritas Resources AG, a majority-owned subsidiary of JCHX (“Buyer”), Naipu Mining Machinery, (“Naipu”), PIA Global Limited, and Hong Kong Zhongan Industry Development Co., Limited (“Zhongan” and together with JCHX, Buyer and Naipu, the “JCHX parties”) entered into a Waiver and Amending Agreement (the “Amendment”) which amended the Commercial Sale Offer and related Purchase Order (collectively, the “Original Agreement”) previously disclosed by the Company on May 8, 2025, for the Cordoba Parties to sell to the JCHX Parties certain assets indirectly constituting the Cordoba Parties’ remaining 50% interest in the Alacrán copper-gold-silver deposit located in the municipality of Puerto Libertador, Department of Córdoba, Colombia (the “Alacran Copper Project”), related exploration properties, and certain intercompany receivables, for consideration of $128 million. JCHX acquired its first 50% of the Alacran Copper Project in May 2023.

The Amendment made certain changes to the Original Agreement including i) removing Naipu and Zhongan as parties to the Original Agreement, ii) waiving the Environmental Impact Assessment for the Alacran Copper Project being approved by the Autoridad Nacional de Licencias Ambientales (the environmental regulator in Colombia), iii) added a new closing condition requiring the JCHX shareholders to approve the amended transaction, iv) extending the outside date to March 10, 2026, v) increasing the payment at close to the full $128 million purchase price and removing any post-closing payments, and vi) Cordoba agreeing 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.

The description of the Amendment above is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Waiver and Amending Agreement dated February 10, 2026
104	Cover Page Interactive Data File (embedded with the inline XBRL document)

Forward-Looking Statements

The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty, including statements regarding the proposed sale of the Alacran Copper Project along with the related covenants, closing conditions and the other matters contemplated by the Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our industry. Forward-looking statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following: we and JCHX may not successfully obtain all necessary shareholder, regulatory and third party approvals and satisfy other applicable conditions to the transactions contemplated herein; the transaction may not close on the timeline anticipated, or at all; we and Cordoba may not receive all of the payments called for by the Agreement; and such payments may not be applied in the manner currently anticipated; our mineral projects are all at the exploration stage with no certainty of advancing to further stages of development; we have no mineral reserves, other than at the Santa Cruz and Alacran projects; we have a limited operating history on which to base an evaluation of our business and prospects; we depend on our material projects for our future operations; our mineral resource calculations at the Santa Cruz Project are only estimates; actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated; the title to some of the mineral properties may be uncertain or defective; our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals; we have claims and legal proceedings against one of our subsidiaries; our business is subject to significant risk and hazards associated with exploration activities, mine development, construction and future mining operations; we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties or successfully manage joint ventures; our success is dependent in part on our joint venture partners and their compliance with our agreements with them; our business is extensively regulated by the United States and foreign governments as well as local governments; the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process; our non-U.S. operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations; and our operations may be impacted by the COVID-19 pandemic, including impacts to the availability of our workforce, government orders that may require temporary suspension of operations, and the global economy. You should carefully consider these risks, as well as the additional risks described in our annual report on Form 10-K and other documents we file with the SEC, which are available on EDGAR at www.sec.gov. We also operate in a very competitive and rapidly changing industry. 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. We disclaim any obligation to update such forward-looking statements, except as required by law.

SIGNATURES

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

	IVANHOE ELECTRIC INC.
Date: February 10, 2026	By:	/s/ Taylor Melvin
		Taylor Melvin
		President and Chief Executive Officer

Exhibit 10.1

Execution Version

WAIVER AND AMENDING AGREEMENT

ThisWAIVER AND AMENDING AGREEMENT is made as of the 10^th^ day of February, 2026 (the “Amending Agreement”).

AMONG:

CORDOBAMINERALS CORP., a corporation existing under the laws of the Province of British Columbia;

(“Cordoba”)

AND:

CORDOBAMINERALS HOLDINGS LTD., a corporation existing under the laws of Barbados;

(“Cordoba Barbados”)

AND:

VERITASRESOURCES AG, a corporation existing under the laws of Switzerland;

(“Buyer”)

AND:

JCHXMINING MANAGEMENT CO., LTD., a company existing under the laws of the PRC;

(“JCHX”)

AND:

NAIPUMINING MACHINERY, a corporation existing under the laws of the PRC;

(“Naipu”)

AND:

PIA GLOBALLIMITED, a corporation existing under the laws of the Hong Kong S.A.R.;

(“PIA”)

AND:

HONGKONG ZHONGAN INDUSTRY DEVELOPMENT CO., LIMITED, a corporation existing under the laws of Hong Kong S.A.R.

(“Zhongan”)

(each of the above hereinafter collectively referred to as the “Parties” and individually as a “Party”).

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WHEREAS Cordoba and Cordoba Barbados, on May 7, 2025, submitted a commercial sale offer (the “Commercial Sale Offer Alacrán 1/2025”) to Buyer, JCHX, Naipu, PIA, and Zhongan (together, the “Commercial Sale Offer Alacrán 1/2025 Offerees”) for the sale of shares of Minerales Cordoba S.A.S. and Exploradora Córdoba S.A.S. and the assignment and sale of accounts receivables from Cordoba Barbados to the Commercial Sale Offer Alacrán 1/2025 Offerees;

AND WHERAS the Commercial Sale Offer Alacrán 1/2025 Offerees, on May 8, 2025, issued a purchase order (“Commercial Sale Offer Alacrán1/2025 Purchase Order” and together with the Commercial Sale Offer Alacrán 1/2025, the “Framework Agreement”) as acceptance of the Commercial Sale Offer Alacrán 1/2025 and its Exhibit A (Terms and Conditions);

AND WHEREAS through the issuance of the Commercial Sale Offer Alacrán 1/2025 Purchase Order, the Commercial Sale Offer Alacrán 1/2025 Offerees agreed to the transactions under the Commercial Sale Offer Alacrán 1/2025 (the “Transaction”), and to the execution of the operations and obligations described in Exhibit A (Terms and Conditions) of the Commercial Sale Offer Alacrán 1/2025;

AND WHEREASthe Parties now wish to amend the Framework Agreement such that Naipu and Zhongan will no longer be Parties to the Framework Agreement;

AND WHEREASthe Parties also wish to irrevocably waive: (i) the mutual condition precedent that the EIA is approved by the Autoridad Nacional de Licencias Ambientales set out in subsection 8.3(i) of the Framework Agreement (the “EIA Condition”) to the extent it is not satisfied on the Closing Date, and (ii) the condition set out in section 8.1(c) of the Framework Agreement;

AND WHEREASthe Parties also wish to irrevocably waive the 10 Business Day period between the satisfaction of the conditions set out in sections 8.1, 8.2, and 8.3 and Closing as set out in section 9.1 of the Framework Agreement, such that the Closing will occur on the Closing Date in accordance with the terms of this Amending Agreement;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties:

ARTICLE1

AMENDMENTS

1.1	Removal of Naipu and Zhongan
(a)	The Parties hereby agree that, with effect from the date of this Amending Agreement, and subject to the<br>ongoing obligations in 1.1(b) below, both Naipu and Zhongan will no longer be Parties to the Framework Agreement.
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(b)	All rights and obligations of Naipu and Zhongan under the Framework Agreement shall terminate as of the<br>date of this Amending Agreement, except as follows:
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(i)	each of Naipu and Zhongan shall continue to be bound by the confidentiality obligations set out in Part<br>13 of the Framework Agreement, which shall survive its withdrawal as a Party, as applicable; and
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(ii)	each of Naipu and Zhongan shall remain liable for any breaches of the Framework Agreement or other obligations,<br>if any, it had occurring, arising from or relating to events prior to the date hereof, including, without limitation, the Buyer Parties<br>indemnification obligations pursuant to Section 11.3 of the Framework Agreement.

The provisions of the Framework Agreement as amended by this Amending Agreement shall continue in full force and effect among the remaining Parties, mutatis mutandis, as if Naipu and Zhongan had never been Parties to the Framework Agreement.

(c)	As a result of the removal of Naipu and Zhongan as Parties, all references to Naipu, Naipu Singapore and<br>Zhongan are hereby deleted in their entirety, including, but not limited to, Recital I, Subsections 1.1(r), 1.1(w), 1.1(uuuu), 1.1(vvvv),<br>1.1(wwww), 1.1(bbbbb), 1.1 (aaaaaa), 7.3(a)(ii), 7.3(a)(iv), 7.3(c), 7.3(h), 8.1(c), 8.3(g), 11.3, 13.3, 15.1(b), and all other necessary<br>changes to the Framework Agreement are hereby deemed to be made, mutatis mutandis.
1.2	Amendment to Recital I
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(a)	Paragraph I of the Recital of the Framework Agreement is hereby deleted in its entirety and replaced with<br>the following:
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“I. As of the date of this Agreement, the Buyer is owned 100% by Conest Resources Limited (“Conest”), a wholly owned subsidiary of JCHX. On or before entering into this Agreement, the Buyer, Conest PIA and certain other parties have entered into a share subscription agreement (the “Buyer Subscription Agreement”), according to which and subject to the terms and conditions therein as amended by the parties thereto, the Buyer will increase its ordinary share capital and allot such shares to Conest and PIA, and the Buyer will be owned 97.5% and 2.5% respectively by each of Conest and PIA.”

1.3	Amendments to Section 1.1
(a)	Subsection 1.1(w) is hereby deleted in its entirety and replaced with the following:
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“1.1(w) “Buyer” means Veritas Resources AG, a corporation existing under the laws of Switzerland.”

(b)	Subsection 1.1(aaaaa) is hereby deleted in its entirety and replaced with the following:

“1.1(aaaaa) “Outside Date” means March 10th, 2026, or such other date the Cordoba Parties and the Buyer mutually agree in writing.”

(c)	Subsection 1.1(kkkkk) is hereby deleted in its entirety and replaced with the following:

“1.1(kkkkk) “Purchase Price” means US$128,000,000."

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(d)	Subsections 1.1(jj), 1.1(kk), 1.1(oo), 1.1(pp), 1.1(qq) and 1.1(fff) of the Framework Agreement are hereby<br>deleted in their entirety and replaced with the following:

“1.1(jj) Reserved.

1.1(kk) Reserved.

…

1.1(oo) Reserved.

1.1(pp) Reserved.

1.1(qq) Reserved.

1.1(fff) Reserved.”

(e)	As a result of the removal of the definition of “Deferred Payment” and “Contingent Payment”,<br>all references to “Deferred Payment” and “Contingent Payment” are hereby deleted in their entirety, including,<br>but not limited to, Subsection, Subsections 7.3(i), and 11.3 and all other necessary changes to the Framework Agreement are hereby deemed<br>to be made, mutatis mutandis.
1.4	Amendments to Part 3
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(a)	Sections 3.3 of the Framework Agreement is hereby deleted in its entirety and replaced with the following:
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“3.3 The Buyer agrees to pay Cordoba Barbados the Purchase Price in cash on Closing by wire transfer of immediately available cleared funds to an account of Cordoba Barbados as designated in writing by Cordoba Barbados (the "Closing Payment")."

(b)	Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.12 of the Framework Agreement are hereby deleted in their<br>entirety and replaced with the following:

“3.6 Reserved.

3.7 Reserved.

3.8 Reserved.

3.9 Reserved.

3.10 Reserved.

3.11 Reserved.

3.12 Reserved."

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1.5	Amendment to Section 4.7
(a)	Section 4.7 of the Framework Agreement is hereby deleted in its entirety and replaced with the following:
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“4.7 Cordoba shall use commercially reasonable efforts to distribute to its shareholders the net proceeds from the Closing Payment after satisfying all liabilities and obligations (including but not limited to taxes, transaction costs, and other amounts owed in connection with the transactions contemplated by this Agreement and otherwise), such that US$10,000,000 will remain in Cordoba, subject to any approvals required from the Cordoba shareholders, the TSXV, and under applicable Canadian Securities Laws or other Applicable Law, within six (6) months following the Closing Date.”

1.6	Amendment to Section 5.3
(a)	Section 5.3 of the Framework Agreement is hereby deleted in its entirety and replaced with the following:
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“5.3 From the Closing Date and up until the one (1) year anniversary of the Closing Date, the Buyer shall and the Buyer Investors shall cause the Buyer to permit the Cordoba Parties to retain, and procure the Cordoba Subsidiaries, CMH and Cobre to provide to the extent the Cordoba Parties have not retained or obtained the same, such trial balance, financial statements and Tax Returns of the Cordoba Subsidiaries, CMH and Cobre for all periods up to and including the period ended on the Closing Date, as requested by Cordoba Parties acting reasonably and on necessary basis, in relation to fulfilling its obligations under law or this Agreement for tax filings in relation to the transactions under this Agreement”

1.7	Amendment to Section 7.3
(a)	Section 7.3(b) of the Framework Agreement is hereby deleted in its entirety and replaced with the following:
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"(b) Buyer Subscription Agreement. The Buyer and each of the Buyer Investors have entered into the Buyer Subscription Agreement pursuant to which the Buyer Investors have each agreed to subscribe for that number of shares of the Buyer as appear beside each of their names in the following chart:

Holder	Type and Number of Securities
Conest	29,000,000 registered shares
PIA	1,000,000 registered shares

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(b)	The chart set out in Section 7.3(h) of the Framework Agreement is hereby deleted in its entirety and replaced<br>with the following:
Holder	Type and Number of Securities
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Conest	10,000,000 registered shares

WAIVEROF CONDITIONS, CLOSING DATE AND UNDERTAKING

2.1	Waiver of EIA Condition

Each of the Parties hereby agree to irrevocably waive the EIA Condition, to the extent it is not satisfied on the Closing Date.

2.2	Waiver of Subscription of Buyer Shares

Cordoba Parties hereby agrees to irrevocably waive the condition set out in section 8.1(c) of the Framework Agreement.

2.3	Additional Condition and Covenant

Each of the Parties hereby agrees that, in addition to the conditions set out in sections 8.1, 8.2 and 8.3 of the Framework Agreement, the obligations of the Parties to complete the Acquisition is subject to the satisfaction of below additional condition, which may be waived only with the consent in writing of all Parties:

(a)	The general shareholders meeting of JCHX has approved the amendments, waivers and other transactions contemplated<br>by this Amending Agreement.

JCHX agrees to and to cause its management and related or controlled parties to endorse and recommend that shareholders vote in favour of the amendments, waivers and other transactions contemplated by this Amending Agreement. JCHX shall use commercially reasonable efforts to cause management and related and controlled parties to vote their JCHX shares in favour of the amendments, waivers and other transactions contemplated by this Amending Agreement.

2.4	Closing Date

Each of the Parties hereby agree to waive the 10 Business Day period between the satisfaction of the conditions set out in sections 8.1, 8.2 and 8.3 and agree that, subject to the satisfaction or waiver of: (i) the conditions set out in sections 8.1, 8.2, and 8.3 of the Framework Agreement (including the amendments, waiver and other modifications provided in this Amending Agreement) and (ii) the additional condition in section 2.3 of this Amending Agreement, the Closing is scheduled to occur as soon as reasonably practicable following the satisfaction of the condition set out in Section 2.3 of this Amending Agreement and in any event no later than the Outside Date.

2.5	Deposit of Closing Payment

JCHX agrees that, if it has not already done so, it shall promptly arrange for the Closing Payment to be deposited into the Buyer's bank account located in Switzerland on the date of this Amending Agreement.

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GENERAL

3.1	Defined Terms

All capitalized terms that are not otherwise defined herein shall have the meanings ascribed to such terms in the Framework Agreement.

3.2	Continuing Effect

Save and except as specifically provided in this Amending Agreement, all other terms and provisions of the Framework Agreement shall remain in full force and effect, unamended.

3.3	Binding Agreement

This Amending Agreement and all the provisions hereof shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

3.4	Governing Law

This Amending Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the Federal laws of Canada applicable therein.

3.5	Severability

Any provision of this Amending Agreement which is invalid or unenforceable shall not affect any other provision and shall be deemed to be severable herefrom.

3.6	Further Assurances

Each of the Parties shall make, do, execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be reasonably required in order to implement this Amending Agreement, and the transactions contemplated in the Framework Agreement.

3.7	Counterparts

This Amending Agreement may be executed in any number of counterparts (including counterparts by PDF) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed electronic copy of this Amending Agreement, and such form of executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

[Remainder of page intentionallyleft blank]

IN WITNESS WHEREOF, the undersigned have caused this Amending Agreement to be executed with effect as of the date set froth above.

CORDOBA MINERALS CORP.
/s/ Sarah Armstrong-Montoya
Name:	Sarah<br> Armstrong-Montoya
Title:	President and Chief Executive Officer
CORDOBA MINERALS HOLDINGS LTD.
/s/<br> Sarah Armstrong-Montoya
Name:	Sarah Armstrong-Montoya
Title:	Director
VERITAS RESOURCES AG
/s/<br> Wang Qinghai
Name:	Wang Qinghai
Title:	Director
JCHX MINING MANAGEMENT CO., LTD.
/s/<br> Wang Qinghai
Name:	Wang Qinghai
Title:	Chairman
NAIPU MINING MACHINERY
/s/<br> Zheng Hao
Name:	Zheng Hao
Title:	Chairman

PIA GLOBAL LIMITED

/s/<br> Zhang Yuenan
Name:	Zhang Yuenan
Title:	Director
HONG KONG ZHONGAN INDUSTRY DEVELOPMENT<br> CO., LIMITED
/s/<br> Su Weijia
Name:	Su Weijia
Title:	Chairman

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