8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 11, 2023

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 File Number)	(I.R.S. Employer<br><br> Identification No.)
606 – 999 Canada Place <br> Vancouver**,BC** Canada	V6C3E1
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(604

) 689-8765

(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<br> American and Toronto Stock Exchange

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 x

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 DefinitiveAgreement.

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On January 11, 2023, Ivanhoe Electric Inc. (the “Company”) entered into a binding Heads of Terms (the “Agreement”) with Saudi Arabian Mining Company Ma’aden (“Ma’aden”), the largest multi-commodity mining and metals company in the Middle East. The Agreement provides the binding framework for a strategic investment by Ma’aden of an aggregate of $126.4 million in newly issued shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) and the concurrent establishment of a 50/50 exploration joint venture in the Kingdom of Saudi Arabia described below (the “Joint Venture”).

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Strategic Investment

Pursuant to the terms of the Agreement, the Company will agree to issue and sell to Ma’aden (directly or to a subsidiary) approximately 10.2 million shares of common stock at a purchase price of $12.38 per share for aggregate gross proceeds of $126.4 million in a private placement. The Company will contribute $66.4 million of the proceeds from the issuance and sale of the Shares to fund the Joint Venture and will retain $60 million of the gross proceeds to advance its United States mineral projects, as well as for working capital and general corporate purposes.

After the issuance and sale of the Shares, Ma’aden will hold 9.9% of the Company’s common stock. The Company also will grant Ma’aden a right to purchase additional shares of common stock to maintain its 9.9% stock ownership position in the event of any issuances of common stock by the Company in the future, including stock issued as a result of (i) issuances to employees pursuant to any existing or future equity incentive plan, agreement or arrangement approved by the Board of Directors; (ii) the exercise or vesting of incentive securities; or (iii) shares issued as acquisition consideration. Ma’aden may exercise this right (the “top-up right”) upon the first occurrence after such dilution event in which the Company issues shares (or securities convertible into shares) for cash as part of an equity financing transaction. In the event that Ma’aden does not exercise its top-up right, the ownership threshold for purposes of the top-up right will be reduced to its ownership level after giving effect to the dilutive issuance. The top-up right will expire on the earlier of (i) five years from the date of completion of Ma’aden’s investment in the Company (the “Initial Period”), but only if within such five-year period Ma’aden has (a) failed on two separate occurrences to exercise in full its top-up rights, or (b) Ma’aden has sold, transferred or otherwise disposed of any Shares (other than to an affiliate or to the Public Investment Fund of the Kingdom of Saudi Arabia (the “PIF”)); (ii) the first day following the Initial Period on which Ma’aden sells, transfers or otherwise disposes of any shares of Company common stock (other than to an affiliate or to the PIF); and (iii) three years after the Initial Period.

The Company will also provide Ma’aden with the right to nominate one independent director to the Company’s Board of Directors for so long as Ma’aden owns at least 8% of the outstanding shares of common stock, bringing the Company’s board size to nine. Ma’aden will also agree to a five-year standstill preventing it from increasing its share ownership above 19.9% without the approval of the Company’s Board of Directors. The standstill will automatically be released in order for Ma’aden and its affiliates to make a competing offer if the Company enters into any agreement with a third party providing for a transaction that would result in a third party beneficially owning more than 50% of the Company’s outstanding common stock. Ma’aden will agree not to dispose of any of its Shares (except in open market, non-pre-arranged stock exchange transactions), if, as a result of such disposition, the purchaser of such shares would become the owner of greater than 9.9% of the Company’s common stock and is either a mining company or state-owned enterprise, other than the PIF.

Ma’aden will also agree for a five-year period to vote in favor of certain matters for so long as it continues to have a right to nominate a director, including to vote in favor of the election of all of the Company’s director nominees and to vote in favor of all matters on which the Company’s stockholders are entitled to vote that have been approved by a majority of the independent directors of the Company’s board of directors. The Company has also agreed that it will enter into a registration rights agreement with Ma'aden related to a future registration of the Shares.

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Saudi Arabian Exploration Joint Venture

The Agreement provides that the Company and Ma’aden will establish a new Saudi exploration joint venture which will be owned 50/50 and have an initial term of five years, which may be extended up to 10 years upon mutual agreement of the parties. The Joint Venture will be conducted through a newly established limited liability company established under Saudi law (“Saudi JVCo”). Ma’aden will make available approximately 48,500 km^2^ of land under an exploration license (or license application) within Saudi Arabia for exploration by the Joint Venture. The Company will contribute $66.4 million of the proceeds from the sale of the Shares to fund Saudi JVCo and the Joint Venture, and will provide Saudi JVCo with a royalty-free license to use Typhoon™, the Company’s geophysical surveying tool, within the Kingdom of Saudi Arabia for the purpose of mineral exploration. The license will remain exclusive to the Joint Venture in Saudi Arabia and effective during the term of the Joint Venture. Saudi JVCo will purchase three new generation Typhoon™ units from the Company’s former parent, I-Pulse Inc., the first of which is expected to be delivered in the first quarter of 2024, for an aggregate contract price not to exceed $13 million. Prior to the delivery of new Typhoon™ units, the Company will make available an existing Typhoon™ unit to commence surveying in Saudi Arabia according to the terms of the Agreement. The Joint Venture will also enter into a services agreement with the Company’s subsidiary Computational Geosciences Inc. (“CGI”), pursuant to which CGI will be responsible for the supply of the services for the analysis of data and processing of the full spectrum of geophysical datasets in 3D produced by the Typhoon™ systems.

The Joint Venture will be governed by a board of directors and Technical Committee comprised of an equal number of representatives from each company. The Technical Committee will supervise the exploration activities of the Joint Venture including an initial “land identification stage” where the land Ma’aden is making available will be reviewed and reduced to the most prospective areas for Typhoon deployment. This will be followed by generative exploration and drilling stages aimed at identifying mineral resources of an economically viable scale. The Company will be the operator during the exploration phase. Ma’aden will assume operatorship if an economically viable deposit is found and is designated by the Joint Venture for further development. The Company will also provide training and development to an agreed number of employees of the Joint Venture, on mineral exploration, geology, and the operation of the Typhoon™ units. The joint venture will not be terminable, other than upon the occurrence of an event of default, by either party until the end of the exploration phase.

The Agreement is a framework agreement that sets out the binding parameters of the transactions described above. The Agreement will be replaced by definitive agreements which will include the key terms set out in the Agreement, which only may be changed if required to satisfy legal or regulatory requirements, for the establishment of the Joint Venture entity, or if required to meet the technical specifications and needs for the use of Typhoon™ in the Kingdom of Saudi Arabia. The Agreement will terminate automatically on the earliest to occur of the following: (i) the date on which the definitive agreements are executed by the parties or their respective affiliates; (ii) notwithstanding negotiation by the parties in good faith, the parties have not been able to reach agreement on the definitive agreement by three months after the execution of the Agreement; and (iii) the bankruptcy, insolvency, liquidation, reorganization, dissolution, amalgamation, reconstruction of either party or any analogous proceeding relating to either party. The definitive agreements are expected to be executed by the end of the first quarter of 2023.

In addition to being subject to further confirmatory due diligence by each party and the execution of definitive agreements, the closing of the transactions are subject to the satisfaction of certain other conditions, including filing of a supplemental listing application with the NYSE American, Toronto Stock Exchange approval and other customary regulatory approvals, including, if applicable, the expiration or termination of all applicable waiting periods and requests for information (and any extensions thereof) under the Hart-Scott-Rodino Act and, if required, the parties receiving written confirmation from the Committee on Foreign Investment in the United States that it has completed its review or, if applicable, investigation and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Agreement.

The Company and Ma’aden have also agreed to discuss the potential for a local Saudi stock exchange listing for the Company’s common stock and to discuss exit rights in respect of the Joint Venture including the potential for the Company to convert its future interests to royalties.

The foregoing description of the Agreement is only a summary of certain material provisions thereof, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

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Item 3.02 Unregistered Sales of Equity Securities.

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The information related to the agreement by the Company to offer and sell the Shares presented in Item 1.01 above is incorporated by reference into this Item 3.02.

The Shares to be issued and sold to Ma’aden will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, and in reliance on similar exemptions under applicable state laws.

Ma’aden will represent that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and will be acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Shares were offered without any general solicitation by the Company or its representatives.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release dated January 11, 2023, relating to the transactions described in Item 1.01, is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Heads of Terms Agreement between<br>Ivanhoe Electric Inc. and Saudi Arabian Mining Company Ma’aden dated January 11, 2023
99.1	Press Release dated January 11,<br>2023
104	Cover Page  Interactive<br>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. Such 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. Forward looking statements include Ma’aden’s plans to make an investment in the Company, the establishment of the Joint Venture, and the timing and likelihood of the transactions occurring.

The important factors that could cause actual operating results to differ significantly from those expressed or implied by such forward-looking statements include, but are not limited to: uncertainties as to the timing of entering into definitive agreements, including the potential failure to enter into definitive agreements at all; the Company’s and Ma’aden’s ability to satisfy the conditions to the proposed transactions on the anticipated timeline or at all; the satisfaction of conditions, including applicable regulatory clearances and approvals; the risk that the Joint Venture, if established, will not be successful in its exploration activities and fail to identify any economically viable mineral deposits; the risk that even if an economically viable mineral deposit is identified that the Company may have limited ability to monetize its interest in such a discovery; and other risks detailed in the Company’s Registration Statement on Form S-1 (Registration No. 333-265175) and other public periodic filings with the U.S. Securities and Exchange Commission. The words “believe,” “will,” “should,” “expect,” “intend,” “estimate,” “look forward,” and “anticipate,” variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement.

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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: January 11, 2023	By:	/s/ Taylor Melvin
		Taylor Melvin
		President and Chief Executive Officer

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Exhibit 10.1

11 JANUARY 2023

HEADS OF TERMS<br><br> <br><br><br> <br>BETWEEN<br><br> <br><br><br> <br>SAUDI ARABIAN MINING COMPANY (MA'ADEN)<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>IVANHOE ELECTRIC INC.<br><br> <br><br><br> <br>RELATING TO:<br><br> <br><br><br> <br>(1) THE STRATEGIC INVESTMENT INTO IVANHOE ELECTRIC INC.; AND<br><br> <br><br><br> <br>(2) THE ESTABLISHMENT OF A JOINT VENTURE FOR MINERAL EXPLORATION IN THE KINGDOM OF SAUDI ARABIA<br><br> <br>

Herbert Smith Freehills LLP

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TABLE OF CONTENTS

1.	INTRODUCTION	3
2.	FRAMEWORK	4
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3.	FURTHER<br> GENERAL MATTERS	5
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Schedule<br> 1 Key Terms of the Strategic Investment into Ivanhoe Electric	9
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Schedule<br> 2 Key Terms of the JVCo Investment	16
Schedule<br> 3 Key terms relating to Typhoon™ Units and Other Technical Support	25
Schedule<br> 4 Indicative List of Project Contracts	32
Schedule<br> 5 Timetable	33
Schedule<br> 6 Ma’aden Land area	34

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These Headsof Terms are made and entered into on 11 January 2023 ("Effective Date")

BETWEEN

(1)	SAUDI ARABIAN MINING COMPANY (MA'ADEN), a company incorporated in accordance with the<br> company laws of the Kingdom of Saudi Arabia with commercial registration number 1010164391<br> ("Ma'aden"); and
(2)	IVANHOE ELECTRIC INC., a corporation incorporated under the laws of Delaware, USA, with<br> registration number 3239208 ("Ivanhoe Electric"),
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(each a "party" and, together, the "parties").

1.	INTRODUCTION
1.1	Ma’aden<br> is one of the leading mining companies and is the largest multi-commodity mining and metals<br> company in the Middle East. Ma'aden pioneered the mining industry in the Kingdom of Saudi<br> Arabia (the "Kingdom"), through building a world-class, unique and<br> fully integrated mining value chain and is now among the fastest growing mining companies<br> globally.
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1.2	Ma'aden has a very strong track record<br> with delivering significant exploration success achieved through geology-driven growth and<br> the use of the latest exploration technology. In order to further deliver significant value<br> to the Kingdom in support of the 2030 Vision, Ma'aden desires to become a significant shareholder<br> of Ivanhoe Electric and invest in cutting-edge technologies.
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1.3	Ivanhoe Electric and its personnel are<br> world leaders in mineral exploration and intend to bring the full suite of their skills,<br> assets and expertise to the exploration for minerals in the Kingdom. This includes data inversion<br> and analytical services of its subsidiary Computational Geosciences Inc. (“CGI”)<br> and the years of experience of its personnel whose combined experience have identified the<br> Oyu Tolgoi mine in Mongolia from an initial land position of more than 170,000 km^2^and<br> the Kamoa-Kakula Copper Complex in the Democratic Republic of Congo from an initial land<br> position of more than 50,000 km^2^.
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1.4	Ivanhoe<br> Electric’s subsidiary is also the owner of the patents for Typhoon™, being the<br> brand name for an electrical pulse-powered geophysical surveying transmitter, which can detect<br> the presence of sulphide minerals containing copper, nickel, gold and silver. Ivanhoe Electric<br> desires to use Typhoon™, the data inversion and analytical services of CGI, and the<br> extensive mineral exploration expertise of its personnel on the highly prospective lands<br> within the Kingdom, licensed, or to be licensed, to Ma'aden by the Ministry of Industry and<br> Mineral Resources (the "Ministry"), and subject to further agreement<br> by the parties other prospective lands within the Kingdom offered and/or auctioned by the<br> Ministry.
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1.5	Typhoon™ allows the user to discover<br> mineral deposits otherwise thought to be undetectable through conventional survey methods<br> and technologies given it allows depth penetration greater than 1.5 km with more accurate<br> results. Typhoon™ has been used to successfully accelerate and de-risk the exploration<br> process by enabling resource discovery while lowering exploration costs.
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1.6	Ma’aden and Ivanhoe Electric desire<br> to form a 50:50 joint venture combining certain of their assets and expertise to accelerate<br> mineral exploration of large prospective land holdings which exist throughout the Kingdom<br> with a view to identifying economic mineral resources for the further development of the<br> mining industry in the Kingdom as it and the world advance towards global electrification<br> in the 21^st^ century.
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1.7	Should any economically viable mineral<br> deposits within the Kingdom be identified as a result of the joint efforts of Ma’aden<br> and Ivanhoe Electric, the parties intend to continue the 50:50 joint venture for the further<br> development of such mining projects into operating mines.
2.	FRAMEWORK
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2.1	In recognition of the foregoing, the parties<br> agree to the implementation of the following framework:
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2.1.1	Ma'aden<br> (directly or through a subsidiary) shall make a strategic investment into Ivanhoe Electric<br> on the key terms set out in Schedule 1 (Key Terms of the Strategic Investment into Ivanhoe Electric) (the "Strategic Investment");
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2.1.2	Ivanhoe<br> Electric (directly or through a subsidiary) will invest certain proceeds of the Strategic<br> Investment into a Saudi exploration joint venture with Ma’aden (or its subsidiary)<br> on the key terms set out in Schedule 2 (Key Terms of the Saudi Exploration Joint Venture)<br> (the "Saudi JVCo Investment"); and
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2.1.3	Ivanhoe<br> Electric will arrange for its former parent company I-Pulse Inc. (“I-Pulse”)<br> to enter into an agreement with the Saudi JVCo (defined below in Schedule 2, Clause 2) for<br> the supply of Typhoon™ units to the Saudi JVCo, while a subsidiary of Ivanhoe Electric<br> will provide a licence to the Saudi JVCo for the Typhoon™ patents and associated intellectual<br> property, and finally Ivanhoe Electric shall arrange for the provision of technical support,<br> on the key terms set out in Schedule 3 (Key terms of the Typhoon Licensing Agreement).
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2.2	The terms set out in Schedules 1 and 3<br> remain subject to further confirmatory due diligence to be carried out by each party prior<br> to entry into the Project Contracts (as defined below).
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2.3	In<br> order to give effect to Clause 2.1 (Framework), the parties shall negotiate in good<br> faith to agree and execute the agreements listed in Schedule 4 (Indicative List of Project Contracts), and any other ancillary agreements to give effect to the key terms set out<br> in these Heads of Terms (together, the "Project Contracts") in accordance<br> with the time periods specified in Schedule 5 (Timetable).
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2.4	The parties agree that the Project Contracts<br> will:
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2.4.1	incorporate<br> the key terms set out in Schedules 1-3 ("Key Terms") and other terms<br> which are consistent with the Key Terms; and
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2.4.2	otherwise effect a fair allocation<br> of risk between Ma'aden and Ivanhoe Electric.
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2.5	The<br> parties acknowledge and agree that the Key Terms may only be amended if and to the extent<br> that amendments are required to satisfy legal or regulatory requirements in relation to the<br> Strategic Investment, the establishment of the Saudi JVCo, or if required to meet the technical<br> specifications and needs for the use of Typhoon™ in the Kingdom, and shall, acting<br> reasonably and in good faith, negotiate to agree such amendments.
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3.	FURTHER GENERAL MATTERS
3.1	Press Releases and Announcements
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3.1.1	Subject to paragraph 3.1.3, neither<br> party will make any announcement with respect to the Strategic Investment or the Saudi JVCo<br> contemplated by these Heads of Terms at any time prior to completion of the transactions.
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3.1.2	The consent referred to in paragraph<br> 3.1.1 is not required for an announcement which is required to be made by applicable law<br> or regulation or stock exchange rule to which such party is subject or pursuant to any<br> order of court or other competent authority or tribunal, provided that such party shall give<br> to the other party such notice as is practical in the circumstances of such announcement<br> and shall co-operate with the other party, having due regard to the other party's views,<br> and take such steps as the other party may reasonably require in order to mitigate the effects<br> of such announcement.
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3.1.3	Each party may make an announcement<br> with respect to the Strategic Investment and the Saudi JVCo contemplated by these Heads of<br> Terms on, or following, the execution of these Heads of Terms at the Future Minerals Forum<br> 2023 in accordance with paragraph 3.1.2.
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3.2	Costs and expenses
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Each party shall bear its own fees, costs and expenses in relation to the negotiation of these Heads of Terms and the Project Contracts.

3.3	Confidentiality

Subject to paragraph 3.1.2, the parties agree to keep the terms of these Heads of Terms confidential in accordance with the provisions of the mutual non-disclosure and confidentiality agreement, dated 9 March 2022, entered into between Ma'aden and Ivanhoe Electric.

3.4	Exclusivity
3.4.1	In consideration of Ma'aden committing<br> time, money and resources in progressing this proposal, Ivanhoe Electric agrees and<br> undertakes to Ma'aden that it will not, and shall procure that its respective affiliates,<br> directors, employees, and agents will not, between the Effective Date and 3 months after<br> the Effective Date (directly or indirectly):
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(A)	enter<br> into or continue, facilitate or encourage, any discussions or negotiations with (i) any<br> other party in relation to the exploration of prospective land holdings for metallic minerals<br> within the Kingdom (an “IE Competing Joint Venture”) or<br> (ii) any other party in relation to the sale or licencing of Typhoon™ units for<br> the exploration of prospective land holdings for metallic minerals within the Kingdom;
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(B)	enter into any agreement or arrangement<br> or understanding with any other party relating to an IE Competing Joint Venture or the sale<br> or licencing of Typhoon™ units for the exploration of prospective land holdings for<br> metallic minerals within the Kingdom; or
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(C)	make available to any other party any<br> information relating to the Typhoon™ units in connection with an IE Competing Joint<br> Venture.
3.4.2	In consideration of Ivanhoe Electric<br> committing time, money and resources in progressing this proposal, Ma’aden agrees and<br> undertakes to Ivanhoe Electric that it will not, and shall procure that its respective affiliates,<br> directors, employees, and agents will not, between the Effective Date and 3 months after<br> the Effective Date (directly or indirectly):
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(A)	enter<br> into or continue, facilitate or encourage, any discussions or negotiations with any other<br> party in relation to exploration of the Ma'aden Land (as defined below) (a “Competing Transaction”); or
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(B)	enter into any agreement or arrangement<br> or understanding with any other party relating to a Competing Transaction.
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3.5	Status of Heads of Terms
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The parties agree that these Heads of Terms shall be legally binding from the Effective Date until terminated in accordance with Clause 3.6 (Termination).

3.6	Termination

These Heads of Terms shall terminate automatically on the earliest to occur of the following:

3.6.1	the date on which the Project Contracts<br> are executed by the parties or their respective affiliates;
3.6.2	notwithstanding negotiation by the<br> parties in good faith, the parties have not been able to reach agreement on the Project Contracts<br> by 3 months after the Effective Date; and
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3.6.3	the bankruptcy, insolvency, liquidation,<br> reorganisation, dissolution, amalgamation, reconstruction of either party or any analogous<br> proceeding relating to either party.
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3.7	Consequences of termination
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If these Heads of Terms are terminated pursuant to Clause 3.6 (Termination) above:

3.7.1	such termination shall not affect any<br> rights or obligations which have accrued or become due prior to the date of termination;
3.7.2	such termination shall not affect the<br> rights or remedies which any Party may have in respect of any breach of these Heads of Terms<br> prior to date of termination; and
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3.7.3	except for this Clause 3.7 and Clauses<br> 3.3, 3.4, 3.8, 3.9 and 3.10, all the provisions of these Heads of Terms shall lapse and cease<br> to have effect.
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3.8	Cool-off period
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Ivanhoe Electric agrees that it shall not for the term of this Term Sheet, and for a period of 12 months following its termination,

3.8.1	enter into an IE Competing Joint Venture;

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3.8.2	sell or licence Typhoon™ systems<br> for the exploration of prospective land holdings for metallic minerals within the Kingdom;<br> or
3.8.3	apply to the Ministry for any licenses<br> or permits.
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3.9	Dispute resolution
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3.9.1	Any<br> dispute, controversy or claim arising out of or in connection with the binding provisions<br> of these Heads of Terms, including the breach, termination or invalidity thereof (a "Dispute"),<br> will be subject to a mandatory cooling-off period of thirty (30) days during which the parties<br> shall take steps to resolve the dispute amicably.
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3.9.2	In the event the Dispute is not resolved<br> within such thirty (30) day period, either party may, by written notice to the other party,<br> request that the Dispute be referred to a Dispute resolution committee constituted of one<br> senior officer from each of Ma'aden and Ivanhoe Electric. The Dispute resolution committee<br> shall be held in person, or by means of telephone, electronic or other communications facilities<br> that permit the parties to communicate with each other during the meeting, within 10 days<br> after such referral to attempt in good faith to resolve such Dispute.
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3.9.3	In the event the Dispute cannot be<br> resolved by the Dispute resolution committee, then the parties agree that the Dispute will<br> be finally resolved by binding arbitration administered by the American Arbitration Association,<br> in accordance with the Commercial Arbitration Rules of the American Arbitration Association,<br> by three (3) arbitrators (with each party selecting one (1) arbitrator and the<br> selected arbitrators choosing the third), with the seat of the arbitration in New York, USA<br> and English as the language of arbitration. The parties shall keep all proceedings, findings<br> and awards of the arbitration confidential.
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3.10	Governing law disputes
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These Heads of Terms and all non-contractual or other obligations arising out of or in connection to these Heads of Terms shall be governed and interpreted in accordance with the laws of the State of Delaware.

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The parties have executed these Heads of Terms as of the day and year first above written:

Ivanhoe<br> Electric INC.
/s/ Taylor Melvin
Taylor Melvin,<br> President and Chief Executive Officer
SAUDI ARABIAN MINING COMPANY (MA'ADEN)
/s/ Robert Wilt
Robert Wilt,<br> Chief Executive Officer

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Schedule 1

Key Terms of the Strategic Investment intoIvanhoe Electric

This Schedule sets out the key terms on which Ma'aden shall make a strategic investment into Ivanhoe Electric.

No.	Term	Description
1.	Subscription and Purchase Price:	Ma’aden<br> (directly or through a subsidiary) shall purchase new common stock from Ivanhoe Electric at a price per share of USD 12.38.<br><br> <br><br><br> <br>The Strategic Investment by Ma’aden<br> will represent a 9.9% shareholding in Ivanhoe Electric on a basic basis at the closing of the transaction. Ma’aden will have<br> the right, in accordance with Clause 6 below, to subscribe for additional shares of common equity in certain circumstances.
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2.	Principal Investment Documentation:	Ma'aden and Ivanhoe Electric will enter into<br> the following Project Contracts:<br><br> <br><br><br> <br>A.     a<br> securities purchase agreement providing for the terms governing the acquisition of the Ivanhoe Electric shares by Ma'aden ("SPA");<br><br> <br>B.      an<br> investor rights agreement ("IRA") setting out the key rights that Ma'aden will be granted as an investor;<br><br> <br>C.      a<br> registration rights agreement ("RRA") setting out the key rights that Ma'aden will be granted in relation to registration<br> of the new common stock that it holds; and<br><br> <br>D.      a<br> director indemnification agreement (“IA”) between Ivanhoe Electric and the appointed director substantially in<br> the form Ivanhoe Electric utilizes for its directors (subject to Ma'aden's review of existing arrangements).<br><br> <br><br><br> <br>Ivanhoe Electric's legal advisors will prepare<br> the first drafts of the SPA, RRA, and IA. Ma’aden’s legal advisors will prepare the first draft of the IRA.
3.	Use of Proceeds:	The proceeds from the Strategic Investment<br> shall be applied as follows:<br><br> <br><br><br> <br>A.     USD<br> 60,000,000 for the working capital and general corporate use of Ivanhoe Electric and to advance Ivanhoe Electric's mineral projects;<br><br> <br>B.      no<br> more than USD 13,000,000 to purchase 3 Typhoon™ units from I-Pulse on terms to be negotiated with I-Pulse; and<br><br> <br>C.      the<br> remaining balance for investment into the Saudi JVCo, which will be used, among other things, to pay for services provided by I-Pulse<br> to the Saudi JVCo (the "Balance").

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No.	Term	Description
4.	Conditions:	Completion of the Strategic Investment will<br> be subject to:<br><br> <br><br><br> <br>A.      approval<br> from the Board of Ma'aden;<br><br> <br>B.      approval<br> from the Board of Ivanhoe Electric;<br><br> <br>C.      approval<br> of the related supplemental listing application being obtained by Ivanhoe Electric from the New York Stock Exchange ("NYSE");<br> provided, however, that such approval will not be required prior to execution of the definitive documentation relating<br> to the Strategic Investment;<br><br> <br>D.      approval<br> being obtained by Ivanhoe Electric from the Toronto Stock Exchange ("TSX");<br><br> <br>E.      to<br> the extent applicable, expiration or termination of all applicable waiting periods and requests for information (and any extensions<br> thereof) under the Hart-Scott-Rodino Act ("HSR Act");<br><br> <br>F.      to<br> the extent applicable, the parties receiving written confirmation from the Committee on Foreign Investment in the United States ("CFIUS")<br> that it has completed its review or, if applicable, investigation and determined that there are no unresolved national security concerns<br> with respect to the transactions contemplated by these Key Terms;<br><br> <br>G.      any<br> other foreign investment approvals; and<br><br> <br>H.      the<br> effectiveness of the Project Contracts relating to the Saudi JVCo in accordance with their terms.
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5.	Director Nomination Rights:	For so long<br> as Ma'aden and its affiliates retain at least an 8.00% shareholding in Ivanhoe Electric on a basic basis, Ma'aden shall be<br> entitled to nominate for election one independent director to the Board of Ivanhoe Electric ("Ma'aden Independent Director"),<br> provided that if Ma’aden and its affiliates fail to maintain such shareholding percentage because of a diluting event to which<br> its top-up right does not apply, Ma’aden shall continue to have the right to such director nomination so long as it exercises<br> its top-up right at its next first opportunity in order to maintain at least such 8.00% shareholding.<br><br> <br><br><br> <br>Whilst Ma'aden retains the right to nominate<br> a director, if the Board of Ivanhoe Electric is expanded or if there is any vacancy with respect to any non-independent director,<br> Ma'aden shall have the right to nominate a non-independent director in place of the Ma'aden Independent Director.

10

No.	Term	Description
6.	Top-Up Right in the Event of Certain Equity Financing Transactions:	In the event that Ma’aden’s equity<br> ownership in Ivanhoe Electric is diluted due to any new issuances of shares by Ivanhoe Electric (a “dilution event”),<br> including upon:<br><br> <br><br><br> <br>A.    shares<br> being issued to employees pursuant to any existing or future equity incentive plan, agreement or arrangement approved by the Board;<br><br> <br>B.    any<br> shares being issued on exercise or vesting of incentive securities; or<br><br> <br>C.    shares<br> being issued as acquisition consideration,<br><br> <br><br><br> <br>then, upon the first occurrence after such<br> dilution event that Ivanhoe Electric issues shares (or securities convertible into shares) as part of an equity financing transaction<br> in which such securities are issued by Ivanhoe Electric for cash (an “equity financing transaction”), Ma’aden<br> will have a right to subscribe for additional shares of common equity of Ivanhoe Electric (a “top-up right”) to<br> the extent of its “Existing Ownership Threshold” in Ivanhoe Electric. Upon the closing of the Strategic Investment,<br> the “Existing Ownership Threshold” will be equal to 9.9% of the outstanding equity of Ivanhoe Electric on a basic<br> basis.<br><br> <br><br><br> <br>In addition, in the event that<br> Ma’aden’s equity ownership in Ivanhoe Electric is diluted 2.00% or more below its Existing Ownership Threshold (the “compelled top-up trigger”) by a dilution event, then Ma’aden shall have the right (a “compelled top-up right”)<br> to exercise its top-up right either (1) at the first equity financing transaction occurring within 12 months of the effective<br> time of such compelled top-up trigger (the “trigger effective time”) or, (2) if no equity financing transaction<br> occurs within 12 months of the trigger effective time, at any time following the 12-month anniversary of the trigger effective time<br> until the next occurring equity financing transaction.<br><br> <br><br><br> <br>In the event that an equity financing<br> transaction occurs within 12 months of a dilution event and Ma’aden fails to exercise its top-up right concurrently with such<br> equity financing transaction, or in the event that Ma’aden fails to exercise its compelled top-up right by or concurrently<br> with the next occurring equity financing transaction following the 12-month anniversary of the last trigger effective time, Ma’aden’s<br> Existing Ownership Threshold will be reduced to the level of Ma’aden’s percentage shareholding as of the effective time<br> of the applicable dilution event (excluding any purchases by Ma’aden of Ivanhoe Electric stock from any third party on such<br> date) (such reduced percentage shareholding, the “Reduced Ownership Threshold”), and the compelled top-up trigger<br> will be reduced to a percentage that is 2.00% lower than the Reduced Ownership Threshold. Any subsequent dilution event will permit<br> Ma’aden to exercise its top-up right in accordance with the above provisions only to the extent of the Reduced Ownership Threshold.<br><br> <br><br><br> <br>Ma’aden’s top-up right<br> will remain in effect until the earlier of:<br><br> <br><br><br> <br>A.    five<br> years from the date of completion of the Strategic Investment (the "Initial Period"), but only if within such five<br> year period Ma’aden has (i) failed on two separate occurrences to exercise in full its top-up right or a compelled top-up<br> right, or (ii) Ma’aden has sold, transferred or otherwise disposed of any shares of Ivanhoe Electric common stock (other<br> than to an affiliate or to the PIF (as defined below));<br><br> <br>B.     the<br> first day following the Initial Period on which Ma’aden sells, transfers or otherwise disposes of any shares of Ivanhoe<br> Electric common stock (other than to an affiliate or to the PIF (as defined below); and<br><br> <br>C.    three<br> years after the Initial Period.<br><br> <br><br><br> <br>The top-up right will be structured<br> to allow Ma’aden to exercise its rights and not lose any of its rights (e.g., board seat, top-up right) while its awaits exercising<br> such top-up right or while an exercise of the top-up right is pending closing. In addition, Ma’aden’s rights shall be<br> preserved, subject to a maximum period of 12 months from the date on which Ma'aden's top-up right arises, as long as any legal or<br> regulatory reasons (to be defined in the definitive documents) delay or prevent Ma’aden from exercising or closing its top-up<br> right and Ma’aden will be allowed to exercise/close its top-up right once such legal or regulatory impediments no longer apply.
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11

No.	Term	Description
7.	Warranties:	Each<br> party shall give representations, warranties and related indemnities, customary for an acquisition<br> of 9.9% of shares in a NYSE publicly traded company.
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8.	Standstill:	Ma’aden will be subject to a customary<br> standstill provision pursuant to which neither Ma’aden nor any of its affiliates may beneficially own more than 19.99% of the<br> Ivanhoe Electric common stock without the approval of the Board of Directors of Ivanhoe Electric. The standstill will expressly permit<br> Ma’aden and its affiliates to make a confidential proposal to the Board at any time covering any matter otherwise prohibited<br> by the standstill. The standstill will automatically be released in order for Ma’aden and its affiliates to make a competing<br> offer if the Board enters into any agreement with a third party providing for a transaction that would result in a third party coming<br> to have beneficial ownership of more than 50% of the outstanding common stock (“Change of Control”).<br><br> <br><br><br> <br>The standstill will remain in effect for<br> five years following completion of the Strategic Investment (subject to customary carve-outs).
9.	Voting Support	At any meeting of the shareholders of Ivanhoe<br> Electric or with respect to any action by written consent of the shareholders of Ivanhoe Electric, Ma’aden will (“voting support”):<br><br> <br><br><br> <br>1.     vote<br> in favor of any proposal to amend the certificate of incorporation or bylaws of Ivanhoe Electric approved by a majority of the independent<br> directors of Ivanhoe Electric, provided that such amendment would not have a disproportionately adverse impact (definition<br> to be defined in the Project Contracts) on the share rights of Ma'aden or conflict with any right to which Ma'aden is entitled under<br> the Project Contracts;

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No.	Term	Description
2.     vote<br> in favor of all matters submitted to the shareholders that have been approved by a majority<br> of the independent directors of Ivanhoe Electric (other than in relation to circumstances<br> in which it has been released from the standstill restrictions in accordance with Clause<br> 8 above);<br><br> <br>3.     vote<br> in favor of the election of all director nominees of Ivanhoe Electric; and<br><br> <br>4.     vote<br> in favor of the appointment of any independent auditor selected by Ivanhoe Electric.<br><br> <br><br><br> <br>Such voting support will be Ma’aden’s<br> independent obligation and will not be conditioned on the agreement and support of any other shareholder of Ivanhoe Electric.<br><br> <br><br><br> <br>The voting covenant will remain in effect<br> for so long as Ma'aden retains its right to appoint a director.
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10.	Anti-Takeover Covenant:	Ma’aden<br> and its affiliates will not, directly or indirectly, solicit, initiate, respond to or propose, or encourage, facilitate or assist<br> in, any proposal or offer that constitutes, or could reasonably be expected to lead to, any company takeover proposal, or furnish<br> to any person any confidential or other non-public information of Ivanhoe Electric, its subsidiaries or its affiliates<br> for the purpose of encouraging, facilitating or responding to, any company takeover proposal or any proposal or inquiry that is reasonably<br> expected to lead to a company takeover proposal.<br><br> <br><br><br> <br>The anti-takeover covenant shall remain in<br> effect for five years following completion of the Strategic Investment (subject to customary carve-outs).
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11.	Disposal Arrangements:	For<br> five years following the completion of the Strategic Investment, Ma’aden and its affiliates<br> shall not, unless the Ivanhoe Electric Board agrees otherwise, dispose of any shares of common<br> stock acquired in the Strategic Investment or subsequent top-ups (subject to customary carve<br> outs including any sale or disposition pursuant to a take-over bid, arrangement or other<br> business combination) if as a result of such disposition the purchaser of such shares (together<br> with any affiliates or group members or other concert parties) will come to have beneficial<br> ownership of greater than 9.9% of shares of common stock of Ivanhoe Electric and is<br> either (i) a mining company or (ii) a State owned enterprise (“SOE”)<br> or an entity that is controlled by an SOE (including, for the avoidance of doubt, any sovereign<br> wealth fund, sovereign investment fund or social wealth fund) except, in each case the Public<br> Investment Fund of the Kingdom of Saudi Arabia (the “PIF”) or an entity<br> that is controlled by the PIF. The foregoing restriction shall not apply to any open-market<br> disposition over the NYSE or TSX where the buyer or the trade is not pre-arranged.

13

No.	Term	Description
12.	Registration Rights:	Ivanhoe Electric will, not later than 18<br> months after the completion of the Strategic Investment, file with the SEC a shelf registration statement on Form S-3 with<br> respect to Ma’aden’s shares of Ivanhoe Electric, have it declared effective and use reasonable best efforts to maintain<br> it (if Ivanhoe Electric becomes S-3 ineligible, then it will file an S-1 shelf registration statement) subject to customary blackout<br> restrictions in case of an Ivanhoe-initiated underwritten public offering.<br><br> <br><br><br> <br>Ma’aden may not sell any shares registered<br> pursuant to its registration right to any other mining company, to any SOE or to any entity that is controlled by an SOE (including,<br> for the avoidance of doubt, any sovereign wealth fund, sovereign investment fund or social wealth fund), if such sale will bring<br> such purchaser’s beneficial ownership of such shares (together with any shares held by its affiliates, group members or other<br> concert parties) above 9.9% of the outstanding shares of common stock of Ivanhoe Electric, except, in each case, the PIF or an entity<br> that is controlled by the PIF.<br><br> <br><br><br> <br>The registration rights will include:<br><br> <br><br><br> <br>A.      customary<br> indemnification rights; and<br><br> <br>B.      payment<br> of reasonable expenses incurred in connection with the performance of, or compliance with the RRA and in connection with any registration<br> or any offering and sale pursuant to the RRA.<br><br> <br><br><br> <br>Ma’aden will retain its registration<br> rights for so long as Ma’aden and its affiliates retain at least 5.00% ownership in Ivanhoe Electric, subject to Section 13<br> below.
13.	Fall-Away Threshold Override:	In<br> any case in which Ma’aden’s or its affiliates’ ownership falls below 5.00%<br> by virtue of a dilution event, Ma’aden will retain any rights or obligations subject<br> to a 5.00% ownership fall-away threshold until and unless Ma’aden fails to exercise<br> its top-up right in accordance with Section 6 above.
14.	Secondary Stock Exchange Listing:	Ma’aden<br> will assist Ivanhoe Electric in exploring the viability of a secondary listing for its common<br> stock on the Saudi Stock Exchange ("Tadawul").

14

No.	Term	Description
15.	Dispute Resolution	Any dispute, controversy or claim arising<br> out of or in connection with the Strategic Investment, or the Project Contracts relating thereto, including the breach, termination<br> or invalidity thereof (a "Dispute"), will be subject to a mandatory cooling-off period of thirty (30) days during<br> which the parties shall take steps to resolve the dispute amicably.<br><br> <br><br><br> <br>In the event<br> the Dispute is not resolved within the thirty (30) day period, referred to above, either party may, by written notice to the other<br> party, request that the dispute be referred to a Dispute resolution committee constituted of one senior officer from each of Ma'aden<br> and Ivanhoe Electric. The Dispute resolution committee shall be held in person, or by means of telephone, electronic or other<br> communications facilities that permit the parties to communicate with each other during the meeting, within 10 days after such referral<br> to attempt in good faith to resolve such dispute.<br><br> <br><br><br> <br>In the event the Dispute cannot be resolved<br> by the Dispute resolution committee, then the parties agree that the Dispute will be finally resolved by binding arbitration administered<br> by the American Arbitration Association, in accordance with the Commercial Arbitration Rules of the American Arbitration Association,<br> by three (3) arbitrators (with each party selecting one (1) arbitrator and the selected arbitrators choosing the third),<br> with the seat of the arbitration in New York, USA and English as the language of arbitration. The parties shall keep all proceedings,<br> findings and awards of the arbitration confidential.
16.	Governing Law:	Laws<br> of the State of Delaware.

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Schedule 2

Key Terms of the JVCo Investment

This Schedule sets out the key terms of the JVCo Investment.

No.	Term	Description
1.	Purpose and Scope of Joint Venture:	The primary purpose<br> of the joint venture is for Ma’aden and Ivanhoe Electric to combine certain of their assets, technology, people and skills in order<br> to survey, review, identify and explore prospective mineral deposits within the Kingdom under exploration licenses held by Ma’aden.<br><br> <br><br><br> <br>Should any economically viable mineral deposits<br> within the Kingdom be identified as a result of the joint efforts of Ma’aden and Ivanhoe Electric, the parties intend to continue<br> the 50:50 joint venture for the further development of such mining projects into operating mines.<br><br> <br><br><br> <br>The parties recognize that the primary use for<br> the Typhoon™ units shall be on Ma’aden Land (as defined below). To the extent that Ma’aden proposes as part of the Saudi<br> JVCo governance framework to use the Typhoon™ units on other land, Ma’aden and Ivanhoe Electric shall discuss such proposal<br> in good faith.<br><br> <br><br><br> <br>The parties also agree that any survey to be conducted<br> for metallic minerals through the use of the Typhoon™ units in the Kingdom on any land (whether or not licensed to Ma'aden) shall<br> be carried out by the Saudi JVCo on an exclusive basis.
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2.	Joint Venture Entity:	Ma’aden and Ivanhoe Electric shall incorporate a limited liability company in the Kingdom which will initially be owned 50:50 by Ma'aden (or its subsidiary) and Ivanhoe Electric (or a subsidiary) (the “Saudi JVCo”). The parties agree that one possibility for the Saudi JVCo is to take the entity public on Tadawul.
3.	Conditions	Incorporation of the Saudi JVCo shall be conditional<br> upon receipt of approval from the General Authority for Competition Saudi Arabia ("GAC").<br><br> <br><br><br> <br>The parties shall work together in good faith<br> to obtain clearance from GAC, or confirmation from GAC that a clearance is not required, as soon as possible following the Effective Date.
4.	Saudi Joint Venture Contributions:	Ma’aden will<br> make available to the Saudi JVCo approximately 48,500 km^2^ of land which is regulated under its existing exploration licenses<br> and which is located within the Kingdom as depicted in Schedule 6 (Ma’aden Land Area) (the "Ma’aden Land")<br> for the purpose of conducting exploration activities to identify sub-area(s) of the Ma'aden Land that may be developed into<br> an operating mine and in respect of which the relevant exploration license may be transferred to the Saudi JVCo if such land qualifies<br> as a Designated Project.<br><br> <br><br><br> <br>Ma’aden will also contribute its existing<br> geological mapping data relating to the Ma’aden Land to the Saudi JVCo.<br><br> <br><br><br> <br>Ivanhoe Electric will (where relevant through<br> its affiliates or other third parties):<br><br> <br><br><br> <br>A.     use<br>no more than USD 13,000,000 from the proceeds of the Strategic Investment to purchase 3 Typhoon™ units from I-Pulse;<br><br> <br>B.     use<br>the Balance (as defined in Schedule 1, Section 3) for the initial funding of the Saudi JVCo;<br><br> <br>C.     permit<br>the use of one existing Typhoon™ unit to the Saudi JVCO; and<br><br> <br>D.     enter<br> into the Key Terms relating to Typhoon™ units and Other Technical Support as set forth in Schedule 3 (Key Terms relating to Typhoon™<br> Units and Technical Support).

16

No.	Term	Description
5.	Exploration Phase:<br><br> <br><br><br> <br>	The "Exploration Phase" shall<br> (subject to applicable laws, regulations and the terms of the exploration licenses relating to the Ma’aden Land) include:<br><br> <br><br><br> <br>A.    an<br> initial exploration phase, which will last five (5) years; and<br><br> <br>B.     a<br> five (5) year extension if mutually agreed between the parties (10 years in total).<br><br> <br><br><br> <br>The Exploration Phase shall be implemented<br> as follows:<br><br> <br><br><br> <br>A.     Identification of Land Area:<br><br> <br><br><br> <br>i.      Ma’aden’s<br> exploration team in consultation with Ivanhoe Electric personnel will identify and recommend to the Technical Committee specific land<br> areas for exploration within the Ma’aden Land, including the use of Typhoon™ (the "Recommended Land Area”).<br><br> <br>ii.     The<br> Technical Committee will review and, if appropriate, accept some or all of the Recommended Land Area for further work to be conducted<br> including the use of Typhoon™ units through the Generative Exploration Stage.<br><br> <br>iii.    Any<br> portion of the Recommended Land Area conclusively rejected by the Technical Committee shall remain with Ma'aden and will be carved out<br> of the Ma'aden Land (the "Undesignated Land"). Ma'aden shall thereafter be free to deal with the Undesignated Land in<br> a manner as it sees fit and shall bear all costs relating to or arising from the maintenance of such Undesignated Land.<br><br> <br><br><br> <br>At this stage, the Saudi JVCo may apply<br> to the Ministry for exploration licenses in respect of additional land areas complementary to the existing Ma’aden Land (the "Additional Land Areas").<br><br> <br><br><br> <br>For the avoidance of doubt, exploration<br> licenses in respect of the Recommended Land Areas will not be transferred from Ma'aden to the Saudi JVCo at this stage of the process.<br><br> <br><br><br> <br>If there is a mineral discovery<br>on the Ma’aden Land by the Saudi JVCo, then a 5km Area of Interest will be created around the then-known boundaries of the discovery<br>(but such Area of Interest shall not extend into any Undesignated Land unless Ma’aden otherwise agrees). If the Area of Interest<br>is not fully comprised of Ma’aden Land, then the Technical Committee may direct the acquisition of mineral rights in the Area of<br>Interest by the Saudi JVCo and such land shall then form part of the Ma’aden Land and Designated Project as relevant and the terms<br>of the JV shall otherwise apply to such additional areas. Neither Ma’aden nor Ivanhoe Electric may acquire any mineral interests<br>or licences within the Area of Interest except for the purpose of contributing such mineral interests or licences to the Saudi JVCO as<br>Ma’aden Land or Additional Land Areas and excepting in the case of Ma’aden, Undesignated Land that falls within an Area of<br>Interest.

17

No.	Term	Description
B.      Generative Exploration Stage: Subject to the Ministry approving the required amendments to the work programme set out in the relevant exploration license, the Saudi JVCo will conduct a reconnaissance exploration program on the Recommended Land Area and (if relevant) the Additional Land Areas with the Typhoon™ unit or such other exploration tools or techniques as the Technical Committee may recommend. Based on the results of the program, the Technical Committee will review and, if appropriate, accept some or all of the Recommended Land Areas and Additional Land Areas for further work to be conducted through the Exploration Drilling Stage (the "Generative Exploration Stage").<br><br><br><br><br><br><br><br><br><br>To the extent that the Saudi JVCo wishes<br>to conduct exploration activities under Ma'aden's existing exploration licences, the work programme set out in such licenses will be submitted<br>for amendment pursuant to Article 60 of the Implementing Regulations of the Saudi Investment Mining Law.<br><br><br><br><br><br><br><br>C.      ExplorationDrilling Stage: The Saudi JVCo will carry out drilling and other exploration activities on the applicable Recommended Land<br>Areas and Additional Land Areas to assess whether an NI 43-101 compliant resource of economically<br>viable scale is present such that the relevant land areas can be carved out as a Designated Project (the "ExplorationDrilling Stage").<br><br><br><br><br><br><br><br><br><br>Ma’aden shall maintain all exploration licenses<br>relating to the Ma’aden Land in good standing until such licenses become Undesignated Land. All costs related to the maintenance<br>of such lands (including fees in respect of the exploration licenses) shall be borne by the Saudi JVCo until such licences become Undesignated<br>Land.<br><br><br><br><br><br><br><br>Except for the Undesignated Land, Ma’aden shall not dispose<br>or transfer any exploration licenses relating to the Ma'aden Land during the Exploration Phase (except if it is agreed by the Technical<br>Committee), except that after five (5) years from the start of the Exploration Phase (or earlier if an exploration license expires in<br>accordance with its terms) Ma’aden and Ivanhoe Electric will mutually agree to reduce the Ma’aden Land subject to the Exploration<br>Phase by 50% so as to focus efforts on prospective targets based on the survey results.
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18

No.	Term	Description
6.	Designated Project:	If an NI 43-101 compliant resource of economically<br> viable scale is identified in a particular land area, the Saudi JVCo will constitute the land area as a "Designated Project"<br> and Ma'aden shall procure the consent of the Ministry to transfer the exploration licence for the Designated Project to the Saudi JVCo.<br><br> <br><br><br> <br>In order to be a Designated Project, the parties<br> intend to secure for the Saudi JVCo, subject to applicable laws:<br><br> <br><br><br> <br>A.    an<br> exploration and development license with a term of not less than five (5) years, enabling progressive exploration and development<br> of the relevant land area subject to meeting agreed exploration spending/progress commitments; and<br><br> <br>B.    a<br> mining license with a term of not less than twenty five (25) years.
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7.	Governance of Saudi JV:<br><br> <br>****	The Board will consist of a total of six (6) directors,<br> initially with (3) directors to be appointed by Ma'aden and three (3) directors to be appointed by Ivanhoe Electric. If a party<br> elects to sell a portion of its ownership stake in the Saudi JVCo (or is subject to dilution), a party will maintain its right to appoint<br> one director for each twenty per cent (20%) ownership stake retained in the Saudi JVCO.<br><br> <br><br><br> <br>The Chairperson of the Board shall be appointed<br> by Ma'aden. The Chairperson shall not have a casting vote.<br><br> <br><br><br> <br>The parties will allocate senior officer positions<br> based on the principle of proportionality of the 50-50 joint venture.<br><br> <br><br><br> <br>Technical Committee<br><br> <br><br><br> <br>The Saudi JVCo will constitute a Technical Committee<br> comprised of 4 members, with two (2) members to be appointed by Ivanhoe Electric and two (2) members to be appointed by Ma’aden.<br><br> <br><br><br> <br>The committee shall be responsible for all technical<br> aspects of the joint venture, including oversight of the operator and review of work programs, budgets, and exploration results.<br><br> <br><br><br> <br>The Chairperson of the Technical Committee shall<br> be appointed by Ma'aden. The Chairperson shall not have a casting vote.
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19

No.	Term	Description
8.	Board Approvals:	All matters to be determined by the Board shall be determined by a majority vote of the directors (except for Board Reserved Matters which will require a supermajority of at least 75% of the directors present and voting in favor).
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9.	Board Reserved Matters:<br><br> <br>****	Board Reserved Matters shall be negotiated and<br> settled in the Shareholders' Agreement and shall include, but not be limited to, the following:<br><br> <br><br><br> <br>A.     agreeing<br> the annual budget;<br><br> <br>B.     agreeing<br> to any capital expenditure or commitment not set out<br><br> <br>in an approved annual budget (including<br> the exploration budget) in excess of an agreed threshold;<br><br> <br>C.     agreeing<br> to dispose of any asset of the Saudi JVCo (including any interest in a Designated Project) outside of the ordinary course of business<br> or above a value to be agreed in the Shareholders' Agreement;<br><br> <br>D.     entering<br> into, amending, modifying, or terminating any material contract (including any offtake agreement);<br><br> <br>E.      any<br> material amendment to or variation of the exploration work<br><br> <br>program;<br><br> <br>F.      approving<br> any project financing or incurring any debt to any third party other than ordinary course trade creditors above a value to be agreed in<br> the Shareholders' Agreement;<br><br> <br>G.     the<br> inclusion of Additional Land Areas; and<br><br> <br>H.     approving<br> the issuance of any equity in the Saudi JVCo to a party other than Ma’aden or Ivanhoe Electric or their affiliates.
10.	Shareholder Voting:	All matters requiring shareholder approval shall be determined by an ordinary resolution of the Saudi JVCo shareholders, being more than 50% of the total outstanding voting rights voting in favour.
11.	Management of JVCo:	The Board shall appoint a General Manager who shall be responsible for day-to-day management of the Saudi JVCo in a manner consistent with the Shareholders' Agreement.

20

No.	Term	Description
12.	Exploration Phase and Appointment of Operator:<br><br> <br>****	Ivanhoe Electric<br> shall be the operator (the "Operator") during the Exploration Phase and shall prepare exploration plans and budgets<br> for review and approval by the Technical Committee and the Board of the Saudi JVCo.<br><br> <br><br><br> <br>In the event that the Technical Committee and<br> the Board of the Saudi JVCo cannot agree on a budget and plan prior to the commencement of a financial year, such budget and plan will<br> be determined in accordance with the dispute resolution provisions set out in the Shareholders' Agreement.<br><br> <br><br><br> <br>The Operator will<br> undertake its duties in a prudent workmanlike manner and in accordance with sound mining and other applicable industry standards and practices<br> and in compliance with all applicable laws, permits, contracts and agreements and the terms of the licenses, permits, approvals and regulatory<br> reporting requirements relating to the Ma'aden Land.<br><br> <br><br><br> <br>The costs reasonably<br> and properly incurred by the Operator in accordance with an approved budget will be reimbursed by the Saudi JVCo ("Exploration Phase Management Fee").<br><br> <br><br><br> <br>The structure / amount of such Exploration Phase<br> Management Fee shall be agreed between the parties having regard to the relevant asset / block, period of operatorship and other criteria<br> to be agreed. This concept shall be developed further between the parties and agreed methodology for calculation and payment of such Exploration<br> Phase Management Fee will be set out in the Shareholders' Agreement. The parties agree that such Exploration Phase Management Fee shall<br> not include nor give rise to any ‘profit element’ arising and/or accruing in favour of Ivanhoe Electric.<br><br> <br><br><br> <br>The Operator will provide regular monthly updates<br> to the Saudi JVCo.<br><br> <br><br><br> <br>Either party may audit the Operator’s activities<br> and obtain access to relevant information held by the Operator in respect of its duties.<br><br> <br><br><br> <br>The Operator may not subcontract its duties other<br> than as approved by the Technical Committee or provided for in an approved plan and budget and save that the parties shall agree the matters<br> that may be subcontracted in order to obtain equipment and/or personnel necessary for Typhoon™ surveys.
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21

No.	Term	Description
13.	Exploitation Phase and Appointment of Operator:	Upon effectiveness<br> of a Designated Project, Ma'aden shall assume operatorship of the Saudi JVCo by giving 30 days’ prior written notice to Ivanhoe<br> Electric. Ma'aden shall be entitled to a Management Fee as the operator of a Designated Project ("Exploitation Phase Management Fee").<br><br> <br><br><br> <br>The structure / amount of such Exploitation Phase<br> Management Fee shall be agreed between the parties having regard to the relevant asset / block, period of operatorship and other criteria<br> to be agreed. This concept shall be developed further between the parties and agreed methodology for calculation and payment of such Exploitation<br> Phase Management Fee will be set out in the Shareholders' Agreement. The parties agree that such Exploitation Phase Management Fee shall<br> not include nor give rise to any ‘profit element’ arising and/or accruing in favour of Ma’aden.
---	---	---
14.	Deadlock Mechanism:	Any deadlock at Board level shall be referred<br> to the shareholders for resolution in accordance with the terms of the Shareholders’ Agreement.<br><br> <br><br><br> <br>If the deadlock cannot be resolved by the shareholders,<br> the deadlock matter shall be referred to the Chief Executive Officers of Ma'aden and Ivanhoe Electric who shall meet in person or by telephone,<br> as soon as practicable, to attempt in good faith to resolve such dispute.<br><br> <br><br><br> <br>The Shareholders’ Agreement will include<br> provisions dealing with deadlock.
15.	Funding:	The Saudi JVCo will<br> be funded by each party through customary cash calls made in accordance with an approved budget, and a party that fails to fund<br> will be subject to customary dilution.<br><br> <br><br><br> <br>No cash calls shall be required or made until<br> the initial amount to be contributed by Ivanhoe Electric from the proceeds of the Strategic Investment has been expended. Such initial<br> amount shall be used to cover, inter alia, the cost of services provided to the Saudi JVCo by CGI, the Operator and other service providers.<br><br> <br><br><br> <br>Once the applicable proceeds of the Strategic<br> Investment have been expended, Ma'aden and Ivanhoe Electric will contribute 50 (Ivanhoe Electric): 50 (Ma'aden) to cash calls. If either<br> party fails to fund, it will be subject to customary dilution.<br><br> <br><br><br> <br>If any additional financing is required (including<br> equity financing if agreed), this shall be procured through third party financing from within the Kingdom and/or international financing<br> sources on a non-recourse or limited-recourse basis (if commercially achievable) and in accordance with normal and sound business principles<br> and the terms and conditions.
16.	Distribution of Profits<br><br> <br>****	No profits (if any) will be distributed during<br> the Exploration Phase by way of dividend and no repayment of any shareholder loans shall occur.<br><br> <br><br><br> <br>Where excess available cash exists, shareholder<br> loans may only be repaid in proportional amounts to each shareholder and the distribution of dividends will be paid in proportion to each<br> party's shareholding and shall be in the same amount per share.

22

No.	Term	Description
17.	Health, safety, environment and communities:	The Saudi JVCo shall comply with all health, safety, environment and communities related obligations set out in the licenses relating to the Land and imposed by the Ministry in accordance with Saudi law.
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18.	Encumbering Shares of JVCo:	Neither Ma'aden nor Ivanhoe Electric shall encumber, pledge or permit any security of any sort to exist or subsist on its shares in the Saudi JVCo, other than in connection with any financing pursuant to Clause 15.
19.	Transfer of Shares:<br><br> <br>****	No shareholder in the Saudi JVCo shall be permitted to transfer any shares of the Saudi JVCo during the Exploration Phase (other than customary limited exceptions to affiliates of a party or transfers to the other party, provided that any transfer by Ivanhoe Electric to an affiliate will not affect any agreement or use of the Typhoon™ unit by the Saudi JVCo and, subject to a creditworthiness test, is accompanied by parent company guarantee(s) to the reasonable satisfaction of the other party).
20.	Exit and Termination Rights:<br><br> <br>****	The Project Contracts will include an events of<br> defaults regime in relation to a material breach of any of the Project Contracts (subject to applicable cure periods to be agreed) and<br> standard provisions in relation to forced sale of shareholding at a discount to the third party determined fair market value of such shares<br> upon the occurrence of an insolvency or bankruptcy event or a direct change of control of each shareholder of the Saudi JVCo without consent<br> (but provided that a Change of Control of Ivanhoe Electric through a public take-over or arrangement process shall not be deemed to be<br> a change of control for this purpose nor trigger a forced sale nor require any other consent or approval from Ma’aden or JVCo) ("Events of Default").<br><br> <br><br><br> <br>The joint venture shall not be terminable, other<br> than upon the occurrence of an Event of Default, by either party until the end of the Exploration Phase.<br><br> <br><br><br> <br>The Parties shall negotiate in good faith to agree<br> the terms of the definitive documents relating to the unwinding of the Saudi JVCo, withdrawal of contributed assets, the cross-termination<br> of related agreements and exit rights (potentially including a royalty exit).
21.	Warranties:	Each party shall give customary representations and warranties upon signing.

23

No.	Term	Description
22.	Dispute Resolution:	Any dispute, controversy or claim arising out<br> of or in connection with the JVCo Investment or the Shareholders' Agreement relating thereto, including the breach, termination or invalidity<br> thereof (a "Dispute"), will be subject to a mandatory cooling-off period of thirty (30) days during which the parties<br> shall take steps to resolve the dispute amicably.<br><br> <br><br><br> <br>In the event the Dispute is not resolved within<br> the thirty (30) day period, referred to above, either party may, by written notice to the other party, request that the dispute be referred<br> to a Dispute resolution committee constituted of one senior officer from each of Ma'aden and Ivanhoe Electric. The Dispute resolution<br> committee shall be held in person, or by means of telephone, electronic or other communications facilities that permit the parties to<br> communicate with each other during the meeting, within 10 days after such referral to attempt in good faith to resolve such dispute.<br><br> <br><br><br> <br>In the event the Dispute cannot be resolved by<br> the Dispute resolution committee, then the parties agree that the Dispute will be finally resolved by binding arbitration administered<br> by the Saudi Center for Commercial Arbitration, in accordance with the Rules of the Saudi Center for Commercial Arbitration, by three<br> (3) arbitrators (with each party selecting one (1) arbitrator and the selected arbitrators choosing the third), with the seat<br> of the arbitration in London, United Kingdom and English as the language of arbitration. The parties shall keep all proceedings, findings<br> and awards of the arbitration confidential.
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23.	Governing Law:	Laws of the Kingdom of Saudi Arabia.

24

Schedule 3

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Key terms relating to Typhoon™ Units and Other Technical Support

This Schedule sets out the overall contractual framework for the key terms on which Ivanhoe Electric shall:

·	use its best efforts to procure that I-Pulse<br>(“Supplier”) enters into an Equipment Supply Agreement or purchase agreement with the Saudi JVCo for the supply of<br>three Typhoon™ units;
·	procure that CGI (“Analytical ServicesProvider”) enters into a Analytical Services Agreement with the Saudi JVCo for the provisions of certain data inversion and<br>analytical services; and
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·	procure that GEO27 (“Technology LicenseProvider”) enters into a Technology License Agreement with the Saudi JVCo for the licensing of certain IP rights.
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The parties recognize that the contractual framework is subject to further development by the parties. All of the arrangements will go live together upon satisfaction of regulatory consents.

No.	Term	Description
1.	Parties:	The Supplier, Analytical Services Provider,<br>and Technology License Provider, in respect of its agreement; and<br><br> <br><br><br> <br>The Saudi JVCo (the "Purchaser").
2.	Supplier:	The Supplier is highly experienced and has market leading participation of pulse-power technology, and is the sole supplier and manufacturer of Typhoon™ units.
3.	Typhoon™:	The Technology License<br> Provider is the owner of the patents to Typhoon™, being the brand name for an electrical pulse-powered geophysical surveying<br> transmitter, which can detect the presence of sulphide minerals containing copper, nickel, gold and silver.<br><br> <br><br><br> <br>The parties desire<br> to use Typhoon™, data inversion and analytical services of Computational Geosciences Inc. ("CGI"), and the extensive<br> mineral exploration expertise of its personnel on certain lands as contemplated by the Key Terms for the JVCo Investment (the "Land").
4.	Scope, Charges and term of CGI Analytical Services Agreement:	The CGI Analytical<br> Services Agreement will specify that CGI will be responsible for the supply of the services for the analysis of data and processing of<br> the full spectrum of geophysical datasets in 3D produced by the Typhoon™ systems.<br><br> <br><br><br> <br>Charges for the services provided by CGI shall<br> be on a cost pass-through basis.<br><br> <br><br><br> <br>Services to be provided by CGI for the analysis<br> of data and processing of the full spectrum of geophysical datasets in 3D produced by the Typhoon™ units shall be provided under<br> the Analytical Services Agreement for the period that the Saudi JVCo is continuing.

25

No.	Term	Description
5.	Scope of Equipment Supply Agreement:	The Equipment Supply<br> Agreement will specify that the Supplier will be responsible for the construction and delivery of three (3) Typhoon™ units<br> to the Saudi JVCo for the purpose of exploration of land in accordance with the Key Terms of the JVCo Investment, in accordance<br> with the following timeline:<br><br> <br><br><br> <br>a)       the<br>first Typhoon™ unit no later than 28 February 2024;<br><br> <br>b)       the<br>second Typhoon™ unit no later than 30 April 2024; and<br><br> <br>c)       the<br> third Typhoon™ unit no later than 30 June 2024,<br><br> <br><br><br> <br>in each case subject to a 45-day grace period<br> (“Grace Period”).<br><br> <br><br><br> <br>Ivanhoe Electric shall make an existing Typhoon™<br> unit available for use by Saudi JVCo as soon as practicable and in any case by no later than 30 days following completion of all conditions<br> under the Project Contracts.<br><br> <br><br><br> <br>Ivanhoe Electric shall notify Ma’aden not<br> later than 15 December 2023 whether the first new Typhoon™ unit will be delivered by 28 February 2024 or within the Grace<br> Period. If the first new Typhoon™ unit will not be delivered within such period, Ivanhoe Electric shall make arrangements for<br> a second existing Typhoon™ unit to be made available within such delivery window for use by Saudi JVCo as a temporary solution for<br> such late delivery.<br><br> <br><br><br> <br>The first existing Typhoon™ unit shall be<br> returned to Ivanhoe Electric once the second new Typhoon™ unit is delivered. If a second existing Typhoon™ unit is required<br> to be made available such second Typhoon™ unit shall also be returned to Ivanhoe Electric once the second new Typhoon™ unit<br> is delivered.<br><br> <br><br><br> <br>The Typhoon™ units must be fit for purpose<br> and operate in accordance with specifications to be agreed between I-Pulse, Ivanhoe Electric and Ma’aden.<br><br> <br><br><br> <br>Subject to the next following sentence, the<br>Supplier must also perform all work, supply all materials and provide (or arrange the provision of) all services not specifically mentioned<br>in the Equipment Supply Agreement but which can be reasonably inferred from the Equipment Supply Agreement as being required for the<br>proper operation of the Typhoon™ unit for the exploration of the Land as if such work, materials and services were expressly mentioned<br>in the Equipment Supply Agreement, including the provision of services of advanced data analytics, geophysical modelling and AI for minerals<br>discoveries, as well as services to be procured from CGI for the processing of the full spectrum of geophysical datasets in 3D produced<br>by the Typhoon™ units. Ma’aden will use its reasonable efforts to assist in the procuring of equipment reasonably necessary<br>for the operation of the Typhoon™ units, including assisting with local suppliers where possible.

26

No.	Term	Description
6.	Price:	The<br>Purchaser will pay a contract price not exceeding USD 13,000,000 (or the equivalent in another currency) (the "Contract Price")<br>to I-Pulse for the supply of three Typhoon™ units under the Equipment Supply Agreement.
7.	Milestone Payment:	The Contract Price shall be paid in instalments to be agreed with Supplier.
8.	Taxes and Customs Duties:	The Contract Price will be inclusive<br> of all taxes (other than any applicable value added tax), charges, fees, including income, revenue for the construction and delivery of<br> the Typhoon™ units.<br><br> <br><br><br> <br>Retentions and withholdings by<br> the Purchaser on account of taxes shall be made in accordance with the laws of the Kingdom of Saudi Arabia.<br><br> <br><br><br> <br>The VAT amount will be added to<br> invoices rendered by the Supplier to the Purchaser.<br><br> <br><br><br> <br>The<br> Supplier shall separately identify the VAT in the invoices so that the amount and rate of VAT invoiced<br> is expressly identified. The separate breakdown is required for all rates, zero rate and exempt goods and services.
9.	Existing Typhoon™ Unit:	The existing Typhoon™ unit to be supplied initially shall be supplied, to the Saudi JVCo as part of Ivanhoe Electric’s contribution to the Saudi JVCo. Ivanhoe Electric will arrange shipping of the existing Typhoon™ unit to the Kingdom.
10.	Delivery:	The Equipment Supply<br> Agreement will contain market standard delivery requirements for the pilot scale testing and<br> delivery of the Typhoon™ units.<br><br> <br><br><br> <br>Upon delivery, the<br> Supplier shall provide to the Purchaser operation manuals and other documents required or desirable for the proper operation<br> and maintenance of the Typhoon™ units.<br><br> <br><br><br> <br>The Supplier shall provide to the Purchaser all<br> documentation reasonably required by it for the importation of the Typhoon™ units to Saudi Arabia.

27

No.	Term	Description
11.	Typhoon Licence and IP:<br><br> <br>****	Licenced IP:<br> Those patents owned by Geo27 Inc. (“Geo27”), a subsidiary of Ivanhoe Electric, as well as know-how and trade secrets<br> relating thereto (the “Technology”).<br><br> <br><br><br> <br>License Fee:<br> Nil. The License will form part of Ivanhoe Electric’s contribution to the Saudi JVCo.<br><br> <br><br><br> <br>Royalty for License:<br> None.<br><br> <br><br><br> <br>Exclusivity:<br> The License will be an exclusive license in the Licensed Territory within the Field of Use.<br><br> <br><br><br> <br>License Period:<br> The period that the Saudi JVCo is continuing.<br><br> <br><br><br> <br>Licensed Territory:<br> The Kingdom of Saudi Arabia.<br><br> <br><br><br> <br>Transfers:<br> The License is non-transferable and non-assignable.<br><br> <br><br><br> <br>Field of Use:<br> Subsurface mineral exploration.<br><br> <br><br><br> <br>Inventions and Improvements: Owned by Geo27.<br><br> <br><br><br> <br>Background IP:   IP<br> rights/patents owned by either party before the joint venture shall remain under the ownership of such party or the relevant affiliate,<br> including any improvements to Typhoon™ which shall remain owned by Geo27 and licensed to the Saudi JVCo.<br><br> <br><br><br> <br>Ownership of Surveys:   Ownership of the results of Typhoon™ surveys conducted under the License will be owned by the Saudi JVCo.
12.	Data:	Except as expressly agreed otherwise, the party<br> that discloses and makes confidential pre-existing data available hereunder (including any existing geological mapping, data relating<br> to the land and other exploration information to be provided by Ma'aden) shall retain all rights, title and interests in and to the confidential<br> pre-existing data and all Intellectual Property rights therein.<br><br> <br><br><br> <br>All rights, title<br> and interests in and to the data generated or derived through the activities of the Saudi JVCo, including survey results and inversions<br> generated from Typhoon™ data and inverted by CGI shall be retained by the Saudi JVCo.
13.	Personnel Supply and Technical Support Agreement:	Ivanhoe Electric shall provide competent personnel / geophysicist possessing the skills and expertise necessary to successfully undertake one survey at a time. The Saudi JVCo, Ma’aden and Ivanhoe Electric will work cooperatively to recruit and train sufficient personnel / geophysicists such that the Saudi JVCo can carry out more than one survey at a time and to otherwise manage the Saudi JVCo during the exploration phase.
14.	Training:	Ivanhoe Electric shall provide training and development, to an agreed number of employees of the Saudi JVCo, any individuals seconded to the Saudi JVCo and Saudi nationals, on mineral exploration, geology, and the operation of the Typhoon™ unit, including training at Ivanhoe Electric / I-Pulse facilities as required, and training at Ivanhoe Electric exploration sites globally.

28

No.	Term	Description
15.	Indemnities:	The Equipment Supply Agreement will include indemnities<br> from the Supplier in favour of the Purchaser in respect of claims and losses resulting from:<br><br> <br><br><br> <br>A.      the<br>failure of the Supplier or its subcontractors to comply with law (including environment, permits);<br><br> <br>B.      any<br>infringement or alleged infringement of any third-party intellectual property by the Purchaser's use or possession of any intellectual<br>property provided as part of the Typhoon™ units;<br><br> <br>C.      breach<br>of anti-corruption obligations; and<br><br> <br>D.     personal<br> injury or death occurring to any person and in respect of loss of or damage to any property, while under the responsibility of the Supplier,<br> arising out of the performance by the Supplier under the Equipment Supply Agreement,<br><br> <br><br><br> <br>in all cases, subject to customary<br> exceptions including (but not limited to) for example, the failure of personnel to operate Typhoon™ units according to manufacturer<br> specifications.
16.	Supplier Warranties:	I-Pulse’s warranties will include typical<br> supplier warranties, including as a minimum, warranties that:<br><br> <br><br><br> <br>A.     I-Pulse<br>will diligently proceed with the construction of the Typhoon™ units in a timely and professional manner acknowledging its order<br>book, utilizing sound engineering principles, manufacturing standards and project management and supervisory procedures;<br><br> <br>B.     I-Pulse<br>has the required skills, licenses, qualifications and capacity necessary to construct the Typhoon™ units;<br><br> <br>C.     the<br>Typhoon™ units will be manufactured in accordance with the specifications, will perform in accordance with the performance parameters<br>to be agreed and be fit for their intended purpose; and<br><br> <br>D.     the<br> Typhoon™ units will be capable of being operated and utilized in accordance with all relevant legal requirements, best industry<br> practice and in a safe and reliable manner, and all applicable laws and standards.
17.	Testing:	The Supplier shall conduct acceptance tests (testing process to be  set out in the definitive documents) to demonstrate the proper operation of the Typhoon™ units.
18.	Assignment of Warranties, etc:	The Supplier shall assign all relevant sub-contracts, warranties and guarantees and transfers of all approvals and licenses issued to the Supplier (to the extent assignable and transferable) to the Purchaser and shall procure the delivery to the Purchaser of all available warranties and guarantees in respect of any plant and machinery from each manufacturer and supplier as soon as practicable and in any event before the date of delivery.
19.	Ownership and Title:	Title to each Typhoon™<br> unit shall automatically vest in the Purchaser upon delivery to the delivery point Ex-Works.<br><br> <br><br><br> <br>The delivery point shall be the factory gate at<br> the Typhoon™ factory in Toulouse, France (the "Delivery Point").

29

No.	Term	Description
20.	Care and Custody:	The Supplier shall<br> be responsible for the care, custody and security of the Typhoon™ units until the delivery to the Delivery Point.<br><br> <br><br><br> <br>If any damage or loss happens to the Typhoon™<br> units while under the Supplier's responsibility, the Supplier shall at its cost repair and make good the Typhoon™ units.
21.	Liens:	The Supplier shall prevent any liens or equivalent possessory rights being asserted against the Typhoon™ units and shall indemnify the Purchaser for any liens being asserted.
22.	Assignment:	The Purchaser will not be entitled to assign the benefit of the agreements or dispose of any of the assets purchased under the agreements without the consent of the counterparty.
23.	Termination by the Purchaser:	The Purchaser may terminate the Equipment Supply<br> Agreement if any of the following events occur:<br><br> <br><br><br> <br>A.      insolvency<br>events affecting the Supplier;<br><br> <br>B.       failure<br>to pass tests on completion and/or deliver by the longstop date (to be agreed);<br><br> <br>C.      wilful<br>misconduct;<br><br> <br>D.      fraud<br>or corrupt acts;<br><br> <br>E.      any<br>of the Supplier’s representations and warranties are proven to be incorrect to a material extent;<br><br> <br>F.      material<br>breach (of the Equipment Supply and Technical Support Agreement) which is not remedied within thirty (30) Days, or a further sixty (60)<br>Days where the Supplier has made and is continuing to make material progress towards a cure;<br><br> <br>G.      material<br>breach by Ivanhoe Electric of any other Project Contract or the other Project Contracts are terminated due to an act or omission of the<br>Supplier; and<br><br> <br>H.     breach<br>of laws or relevant approvals once obtained, ("Supplier Event of Default").
24.	Termination by the Supplier:	The Supplier may terminate the Equipment Supply<br> Agreement if any of the following events occur:<br><br> <br><br><br> <br>A.      insolvency<br>events affecting the Purchaser;<br><br> <br>B.      non-payment<br>of material undisputed due and payable sums under the Equipment Supply Agreement within sixty (60) Days of the due date;<br><br> <br>C.      Purchaser<br>commits any other material breach of the Equipment Supply and Technical Support Agreement which continues for ninety (90) Days and is<br>not remedied within a further thirty (30) Day cure period; or<br><br> <br>D.     any<br> of Purchaser’s representations and warranties are materially incorrect.
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30

No.	Term	Description
25.	Governing Law for the Equipment Supply Agreement:	English Law.
26.	Dispute Resolution Procedures:	Any dispute, controversy or claim arising out<br> of or in connection with the Project Contracts referred to in this Schedule 3, including the breach, termination or invalidity thereof<br> (a "Dispute"), will be subject to a mandatory cooling-off period of thirty (30) days during which the parties shall take<br> steps to resolve the dispute amicably.<br><br> <br>In the event the Dispute is not resolved within<br> the thirty (30) day period, referred to above, either party may, by written notice to the other party, request that the dispute be referred<br> to a Dispute resolution committee constituted of one senior officer from each of Ma'aden and Ivanhoe Electric. The Dispute resolution<br> committee shall be held in person, or by means of telephone, electronic or other communications facilities that permit the parties to<br> communicate with each other during the meeting, within 10 days after such referral to attempt in good faith to resolve such dispute.<br><br> <br><br><br> <br>In the event the Dispute cannot be resolved by<br> the Dispute resolution committee, then the parties agree that the Dispute will be finally resolved by binding arbitration administered<br> by the London Court of International Arbitration, in accordance with the LCIA Rules, by three (3) arbitrators (with each party selecting<br> one (1) arbitrator and the selected arbitrators choosing the third), with the seat of the arbitration in London, England and English<br> as the language of arbitration. The parties shall keep all proceedings, findings and awards of the arbitration confidential.
27.	Additional Typical Provisions:	The Equipment Supply Agreement will include typical<br> and appropriate provisions found in an equipment supply and technical support agreement of this type, including in relation to the following<br> non-exclusive list:<br><br> <br><br><br> <br>A.     confidentiality;<br><br> <br>B.      reporting,<br>including periodic progress reports to the Purchaser of progress on construction of the Typhoon™ units;<br><br> <br>C.     delivery<br>of O&M manuals;<br><br> <br>D.     severability;<br>and<br><br> <br>E.     anti-bribery<br> or corrupt practices and general compliance with applicable law.

31

PRIVATE &CONFIDENTIAL

Schedule 4

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Indicative List of Project Contracts

No	Document
Strategic Investment
1.	Subscription Agreement
2.	Investor Rights Agreement
3.	Registration Rights Agreement
4.	Director Indemnification Agreement
5.	Director appointment documents
6.	[Others to be determined]
JVCO Investment
7.	Shareholders' Agreement
8.	Personnel Supply and Technical Support Agreement
9.	Operating Agreement
10.	[Others to be determined]
Funds flow
11.	Funds flow statement
12.	Irrevocable payment instruction/payment Direction Letters
13.	[Others to be determined]
Typhoon™ units and other technical support
14.	Equipment Supply and Technical Support Agreement
15.	CGI Technical Services Agreement
16.	Licensing Agreement
17.	Technical support/services agreement relating to the operation of the Typhoon™ units
18.	[Others to be determined]

32

PRIVATE &CONFIDENTIAL

Schedule 5

Timetable

The parties shall work in good faith to complete the transaction in accordance with the following timetable:

No.	Step	Date
1.	Sign Heads of Terms	10 - 12 January 2023
2.	Filing with General Authority for Competition	January 2023
3.	Completion of due diligence	February 2023
4.	Signing of Project Contracts	February 2023
5.	Saudi JVCo formation	Following GAC clearance
6.	Closing	Following satisfaction of closing conditions

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PRIVATE &CONFIDENTIAL

Schedule 6

Ma’aden Land Area

Area Name	Region	Area<br><br> (sq km))		EL <br><br>blocks		Comment	Renewal <br><br>Date
Bir Umq Harrat	Medinah		1,229		15	EL	28-Jun-26
Al Aamr Nth	Riyadh		582		10	EL	07-Mar-27
Al Amar Sth	Riyadh		1,353		14	EL	07-Mar-27
Wadi Bidah	Assir		978		18	ELA - expected by end 2022	Dec-27
Ad_Dwamini A	Riyadh		900		9	ELA	-
Ad_Dwamini B	Riyadh		900		9	ELA	-
Ar_Rayan A	Riyadh		1,387		14	ELA	-
Ar_Rayan B	Riyadh		13,300		133	ELA	-
Ar_Rayan C	Riyadh		5,000		50	ELA	-
Ar_Rayan3	Riyadh		400		4	ELA	-
Wadi Ad Dawasir A	Riyadh		7,200		72	ELA	-
Wadi ad Dawasir B	Riyadh		5,600		56	ELA	-
Najran	Najran		9,600		96	ELA	-
			48,429		500

[PDF Attached]

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Exhibit 99.1

January 11, 2023

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Ma’aden and Ivanhoe Electricto Establish a 50/50 Joint Venture to Explore for Copper, Gold, Silver and Electric Metals in the Kingdom of Saudi Arabia

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Saudi Exploration Joint Venture toDeploy the Disruptive Power of Typhoon™ on a Wide Scale Covering Approximately 48,500 km^2^ of the Underexplored ArabianShield

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Ma’aden to make a US$126.4 MillionStrategic Investment into Ivanhoe Electric to Fund the Joint Venture and the Company’sUS Projects

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PHOENIX, ARIZONA & RIYADH, SAUDIARABIA – Ivanhoe Electric (NYSE American: IE; TSX: IE) Executive Chairman Robert Friedland, and President and Chief Executive OfficerTaylor Melvin, are pleased to announce that the Company has today executed a binding Heads of Terms (the “Agreement”) withSaudi Arabian Mining Company Ma’aden (“Ma’aden”) (Saudi Stock Exchange Tadawul: 1211). Ma’aden is amongthe fastest growing mining companies in the world and the largest multi-commodity mining and metals company in the Middle East, with avision of being a sustainable mining champion with a global presence. Ma’aden explores for, and mines, minerals within Saudi Arabiaincluding gold, silver, copper, zinc, phosphate and other industrial minerals and has a market capitalization of approximately US$48 billion.

The Agreement sets out the binding frameworkfor a strategic investment of US$126.4 million by Ma’aden into the common stock of Ivanhoe Electric and the concurrent establishmentof a 50/50 exploration joint venture in Saudi Arabia (the “Joint Venture”).

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This Agreement was signed today at theFuture Minerals Forum taking place in Riyadh, Saudi Arabia, and is expected to be completed by the end of Q1 2023.

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Key Terms of the Strategic Investment

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·	Ivanhoe Electric will issueapproximately 10.2 million new common shares to Ma’aden at a price of US$12.38 per share for gross proceeds of US$126.4 million,resulting in Ma’aden becoming a 9.9% shareholder. Ma’aden will have anti-dilution rights to allow it to maintain its 9.9%ownership.
·	US$60 million of the grossproceeds are to be retained by Ivanhoe Electric for use in advancing its US mineral projects, and for working capital and general corporatepurposes.
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·	Ma’aden to obtain theright to appoint one independent director to the Ivanhoe Electric Board of Directors, bringing the Company’s board size to ninemembers.
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Key Terms of the JointVenture

·	Ivanhoe Electric and Ma’adenwill establish a new Saudi Arabian exploration Joint Venture which will be owned 50/50 and established for an initial term of 5 years.It may be extended up to 10 years upon mutual agreement.
·	Ma’aden will make availableapproximately 48,500 km^2^ of land under exploration license or license application within Saudi Arabia for exploration by theJoint Venture.
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·	Ivanhoe Electric will contributeapproximately US$66 million to the Joint Venture, of which up to US$13 million will be used to fund the purchase of three new generationTyphoon^TM^ machines which will be owned by the Joint Venture. Prior to the delivery of the new Typhoon™ units, IvanhoeElectric will make available an existing Typhoon™ unit to commence surveying in Saudi Arabia.
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·	Ivanhoe Electric will providethe Joint Venture with a royalty-free license to use Typhoon™ within Saudi Arabia for the purpose of mineral exploration. The licensewill remain exclusive to the Joint Venture in Saudi Arabia and effective while the Joint Venture is continuing.
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·	The Joint Venture will operatethrough an equally constituted board of directors and Technical Committee.
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Mr. Friedland commented from the FutureMinerals Forum, currently taking place in Riyadh, Saudi Arabia: “Today’s agreement is our first major transaction since successfullycompleting our IPO in mid-2022. The deal combines a conventional corporate-level investment with a groundbreaking exploration Joint Venturecentered around the application of Ivanhoe Electric’s disruptive Typhoon™ technology in the Kingdom of Saudi Arabia. Ma’aden’sannounced investment is a clear vote of confidence by a major mining company in our US projects and in our vision to re-invent miningfor the electrification of everything, by agreeing to become one of our largest shareholders.”

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Mr. Friedland continued, “ThisJoint Venture in Saudi Arabia will set us down a new path with Typhoon™. This will be the first wide-scale use and deployment ofour disruptive geophysical surveying tool to a third party for the mutual benefit of both companies and their stakeholders. When Ma’adenproposed the idea of using the world’s best geophysical surveying tool on one of the world’s most prospective but underexploredland areas in the Kingdom, our entire team jumped at the opportunity to be a part of this new venture with its potential impact on Vision2030.”

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Ma’aden Chief Executive OfficerMr. Robert Wilt commented: “Ma’aden’s strategic investment in Ivanhoe Electric is a critically important moment in ourjourney to becoming a leading supplier of strategic minerals, which will fuel global economic growth over the coming decade. Though ourpartnership with Ivanhoe Electric we are advancing our capability to unlock the potential of our exploration portfolio to secure supplyof strategic minerals and strengthening our international presence. We are continually looking at opportunities like this one to developSaudi Arabia’s tremendous mineral wealth and Ivanhoe Electric is an ideal partner.”

The Disruptive Power of Typhoon™ andHighly Advanced Computational Geoscience Inc. Software to Seek Hidden Mineral Deposits in the Saudi Desert

Typhoon™ is the brand name forIvanhoe Electric’s proprietary electrical geophysical surveying transmitter, which can detect the presence of sulfide minerals containingcopper, nickel, gold and silver (as well as water and oil). The technology was developed by our former parent I-Pulse to unlock explorationin 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 surveying.

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Typhoon™ achieves this throughits unique specifications, which includes a current output of up to 200 amps and a voltage output of up to 10,000 volts. The transmitteruses switches and capacitance systems which generate a very pure and stable transmitted signal, resulting in an extremely high signal-to-noiseratio. Typhoon™ is also capable of transmitting both induced polarization and electromagnetic signals, meaning that the same transmittercan be used to search for a wide variety of mineral deposit types.

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Typhoon™ was specifically developedto effectively conduct large surveys and identify deep geophysical anomalies in environments that have highly resistive surface conditions,such as those seen in the Arabian Shield. Typhoon™ is the ideal tool for surveying many parts of Saudi Arabia where the bedrockis hidden by sand and gravel cover that can exceed 1 kilometer in depth – as similarly experienced at Ivanhoe Electric’s SantaCruz project in Arizona, USA.

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Ivanhoe Electric currently has threeTyphoon™ units and three more will be produced for the Joint Venture in the first half of 2024. Three additional Typhoon™units on order with I-Pulse will be delivered subsequently to Ivanhoe Electric. When the construction and delivery of these six new generationunits is completed, the global fleet of Typhoon™ units will have tripled from three to nine.

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Mr. Melvin commented: “Typhoon™is a transformational technology and a unique asset for Ivanhoe Electric. The machines and supporting CGI data analytics can potentiallyunlock remarkable new business opportunities for us. We intend to increase the number of Typhoon™ units to meet the future explorationneeds of Ivanhoe Electric in the US and to support new opportunities. The Joint Venture with Ma’aden is just our first foray intohow we can best capture the value of Typhoon™ outside of exploring our own projects.”

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Typhoon™ SeesWhat Other Technologies Cannot

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Ivanhoe Electric ProprietaryTyphoon™ Technology

Click on the video link below

https://vimeo.com/787764594/3476c7c38f ****

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Ivanhoe Electric also controls a datainversion business, Computational Geosciences Inc. (“CGI”). CGI was founded in 2010 to commercialize innovative technologydeveloped at the University of British Columbia, Canada to improve and enhance mineral exploration. The CGI technology consists of sophisticatedcodes to process geophysical data and build 3D subsurface images that could indicate the presence of various metals and minerals. Thedata processing and artificial intelligence software developed by CGI complements our Typhoon™ technology and represents the onlysoftware product that can process the full spectrum of geophysical data produced by Typhoon™ efficiently.

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CGI will process the tremendous amountsof data that will be produced by the Saudi exploration Joint Venture.

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Typhoon™ in action at Ivanhoe Electric’sTintic Copper-Gold Project in Utah, USA

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Completion Expectedby the End of Q1 2023

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The Agreement signed today in Riyadhis a framework agreement that sets out the binding parameters of the transactions disclosed today. It will be replaced by a more detaileddefinitive agreement which the parties have agreed will include the key terms from today’s Agreement, and which may only be changedif required to satisfy legal or regulatory requirements, for the establishment of the Saudi Arabian Joint Venture entity, or if requiredto meet the technical specifications and needs for the use of Typhoon™ in the Kingdom. The Agreement will terminate three monthsfrom signing if the more detailed definitive agreements are not executed by such time.

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Other Terms of the Agreement

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·	Ivanhoe Electric will obtaina five-year standstill preventing Ma’aden from increasing its shareholding beyond 19.9% without approval from Ivanhoe Electric’sBoard of Directors.

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·	Ma’aden will agree forfive years to vote in favor of certain matters as a shareholder for so long as it has its director appointment right, including to votein favor of the election of all director nominees and to vote in favor of all matters that have been approved by a majority of the independentdirectors of Ivanhoe Electric.
·	Ma’aden will also agreefor five years not to dispose of any shares, except under certain conditions.
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·	A Technical Committee willsupervise the exploration activities of the Joint Venture including an initial “land identification stage” where the landMa’aden is making available will be reviewed and reduced to the most prospective areas for Typhoon^TM^ deployment. Thiswill be followed by generative exploration and drilling stages aimed at identifying mineral resources.
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·	Ivanhoe Electric will be theoperator during the exploration phase. Ma’aden will assume operatorship if an economically viable deposit is found and is designatedby the Joint Venture for further development.
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·	Ivanhoe Electric will providetraining and development to an agreed number of employees of the Joint Venture, on mineral exploration, geology, and the operation ofthe Typhoon™ units.
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·	The parties have agreed todiscuss the potential for a local Saudi stock exchange listing for the Joint Venture entity, and to discuss the potential for IvanhoeElectric to convert its equity interest in future discoveries into royalties.
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The transactions also remain subjectto certain conditions being satisfied, including:

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·	Negotiation and executionof the definitive agreements.
·	Approval of a supplementallisting application from the New York Stock Exchange.
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·	Toronto Stock Exchange approval.
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·	Other customary regulatoryapprovals.
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The disclosure of the transactions inthis press release is necessarily of a summary nature and is qualified by text of the Heads of Terms itself which will be filed with theUS Securities Exchange Commission.

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About Ma’aden

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Ma’aden is the largest multi-commoditymining and metals company in the Middle East and among the fastest-growing mining companies in the world, with revenues of SAR 26.7 billion(US$7.12 billion) in 2021. Ma’aden is developing the mining industry into the third pillar of the Saudi economy in line with Vision2030, and aims to be a role model in responsible and sustainable operations. Ma’aden operates 17 mines and sites, has 6,000+ directemployees and exports products to over 30 countries. Ma’aden is embarking on massive growth over the next 18 years across phosphate,aluminum, gold, copper and new minerals.

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Websitehttps://www.maaden.com.sa/

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About Ivanhoe Electric

Ivanhoe Electric is an American technologyand mineral exploration company that is re-inventing mining for the electrification of everything by combining advanced mineral explorationtechnologies, renewable energy storage solutions and electric metals projects predominantly located in the United States. Ivanhoe Electricuses its Typhoon™ transmitter, an accurate and powerful geophysical survey system, together with advanced data analytics providedby its subsidiary, Computational Geosciences, to accelerate and de-risk the mineral exploration process as well as to potentially discoverdeposits of critical metals that may otherwise be undetectable by traditional exploration technologies. Through its controlling interestin VRB Energy, Ivanhoe Electric also develops and manufactures advanced grid-scale vanadium redox battery storage systems. Finally, throughadvancing its portfolio of electric metals projects located primarily in the United States, headlined by the Santa Cruz Copper Projectin Arizona and the Tintic Copper-Gold Project in Utah, as well as projects in Montana, Oregon and North Carolina, Ivanhoe Electric isalso well positioned to support American supply chain independence by delivering the critical metals necessary for electrification ofthe economy.

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Contact Information

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Valerie Kimball, Director of Investor Relations

+1.720.933.1150

Websitewww.ivanhoeelectric.com

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Forward-Looking Statements

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Certain statements in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable US and Canadian securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or

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achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the company’s current expectations regarding future events, performance and results and speak only as of the date of this news release.

Such statements in this news release include, without limitation: uncertainties as to the timing of entering into definitive agreements, including the potential failure to enter into definitive agreements at all; the Company and Ma’aden’s ability to satisfy the conditions to the proposed transactions on the anticipated timeline or at all; the satisfaction of conditions, including applicable regulatory clearances and approvals; the risk that the Joint Venture, if established, will not be successful in its exploration activities and fail to identify any economically viable mineral deposits; the risk that even if an economically viable mineral deposit is identified that the Company may have limited ability to monetize its interest in such a discovery; and other risks detailed in the Company’s Registration Statement on Form S-1, as amended, filed with the US Securities and Exchange Commission and base PREP prospectus filed with Canadian securities commissions.

Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to significant risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including changes in the prices of copper or other metals Ivanhoe Electric 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; the significant risk and hazards associated with any future mining operations, extensive regulation by the US government as well as local governments; changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; and the impact of political, economic and other uncertainties associated with operating in foreign countries, and the impact of the COVID-19 pandemic and the global economy. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements described in Ivanhoe Electric’s registration statement on Form S-1, as amended, filed with the US Securities and Exchange Commission and base PREP prospectus filed with Canadian securities commissions.

No assurance can be given that such future results will be achieved. Forward-looking statements speak only as of the date of this news release. Ivanhoe Electric cautions you not to place undue reliance on these forward-looking statements. Subject to applicable securities laws, the company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release, and Ivanhoe Electric expressly disclaims any requirement to do so.

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