SECOND AMENDED AND RESTATED IVANHOE ELECTRIC INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 5, 2022, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Corporation”), I-PULSE INC., a Delaware corporation (“I-Pulse”), CASTELNAU LLC (f/k/a Ivanhoe Industries, LLC), a Delaware limited liability company (“Castelnau”), Robert Friedland, an individual (“RF” and, together with Castelnau, the “Ivanhoe Parties”) and each of the investors listed on Schedule A hereto (the “Investors”). The Corporation, I-Pulse, the Ivanhoe Parties and the Investors hereto are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2023 • Ivanhoe Electric Inc. • Metal mining • British Columbia
IVANHOE ELECTRIC INC., a Delaware corporation, having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 21st, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
IVANHOE ELECTRIC INC., a Delaware corporation, having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1
IVANHOE ELECTRIC INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 10, 2021, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Company”), and CENTRAL ARIZONA RESOURCES, LLC, an Arizona limited liability company (“CAR”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2023 • Ivanhoe Electric Inc. • Metal mining • British Columbia
(A)Ivanhoe Electric Inc. is a technology led Exploration Company with corporate offices located in Vancouver, British Columbia, Canada. Through subsidiaries and investment, the Company funds and manages exploration programs in several jurisdictions globally;
IVANHOE ELECTRIC INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 5, 2022, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).
FIRST AMENDMENT TO UNSECURED CONVERTIBLE SENIOR NOTESIvanhoe Electric Inc. • May 24th, 2022 • Metal mining • Delaware
THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE SENIOR NOTES (this “First Amendment”), dated as of April 5, 2022, is made by and between IVANHOE ELECTRIC, INC., a Delaware corporation (the “Company”), and the holders of the Series 1 Notes (as defined below) (the “Holders”).
PURCHASE AND SALE AGREEMENT (Gemini Group Properties)Purchase and Sale Agreement • June 21st, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between GEMINI MINES LLC, a Utah limited liability company, MAMMOTH MINING COMPANY LLC, a Utah limited liability company, CENTRAL STANDARD GOLD MINES, INC., a Utah corporation, MAMMOTH MINING COMPANY, a Nevada corporation, KNIGHT SILVER LLC, a Utah limited liability company, and SPENST HANSEN BUSINESS TRUST, a Utah business trust (collectively “Seller”), and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
ContractIvanhoe Electric Inc. • May 24th, 2022 • Metal mining • Delaware
THIS UNSECURED CONVERTIBLE PROMISSORY SERIES 2 NOTE (THIS “SERIES 2 NOTE”) AND THE SECURITIES INTO WHICH THIS SERIES 2 NOTE IS CONVERTIBLE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION AGREEMENT BETWEEN IVANHOE ELECTRIC INC. (THE “COMPANY”) AND THE SUBSCRIBER THERETO, PROVIDING FOR, AMONG OTHER MATTERS, RESTRICTIONS ON TRANSFER OF THIS SERIES 2 NOTE AND SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
FIRST AMENDMENT TO IVANHOE ELECTRIC, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”) is entered into as of June 28, 2021, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Corporation”), I-PULSE, INC., a Delaware corporation (“I-Pulse”), and each of the undersigned Investors. The Corporation, I-Pulse, and the Investors party hereto are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2024 • Ivanhoe Electric Inc. • Metal mining • Arizona
IVANHOE ELECTRIC INC., a Delaware corporation. having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1
IVANHOE ELECTRIC, INC.Stock Option Agreement • March 14th, 2023 • Ivanhoe Electric Inc. • Metal mining • Arizona
Unless otherwise defined herein, the terms defined in the 2022 Long-Term Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
PURCHASE AND SALE AGREEMENT (Mammoth Group Properties)Purchase and Sale Agreement • June 21st, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between MAMMOTH MINING COMPANY LLC, a Utah limited liability company, CENTRAL STANDARD GOLD MINES, INC., a Utah corporation, MAMMOTH MINING COMPANY, a Nevada corporation, GEMINI MINES LLC, a Utah limited liability company, VICTORIA SILVER MINES, INC., a Utah corporation, KEYSTONE SURVEYS, INC., and SPENST M. HANSEN, aka SPENST HANSEN, an individual (collectively “Seller”), and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
IVANHOE ELECTRIC, INC.Stock Option Agreement • March 14th, 2023 • Ivanhoe Electric Inc. • Metal mining • Delaware
Unless otherwise defined herein, the terms defined in the 2022 Long-Term Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AMENDMENTAgreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Global Mining Management (BVI) Corp., a British Virgin Islands corporation having an office at #654-999 Canada Place, Vancouver, British Columbia Canada V6C 3E1
IVANHOE ELECTRIC, INC.Restricted Stock Unit Award Agreement • February 26th, 2024 • Ivanhoe Electric Inc. • Metal mining • Arizona
Unless otherwise defined herein, the terms defined in the 2022 Long Term Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Agreement”).
PURCHASE AND SALE AGREEMENT (Northstar Group Properties)Purchase and Sale Agreement • June 21st, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between KNIGHT SILVER LLC, a Utah limited liability company, NORTHSTAR MINES LLC, a Utah limited liability company, PROCESSING AND RECOVERY LLC, a Utah limited liability company, MAMMOTH MINING COMPANY LLC, a Utah limited liability company, MAMMOTH MINING COMPANY, a Nevada corporation, CENTRAL STANDARD GOLD MINES, INC., a Utah corporation, KEYSTONE SURVEYS, INC., a Utah corporation, VICTORIA SILVER MINES, INC., a Utah corporation, and SPENST HANSEN BUSINESS TRUST, a Utah business trust (collectively "Seller", whose address is 35 Mammoth Main St., P.O. Box 190, Eureka, UT 84628); and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”, whose address is 654-999 Canada Place, Vancouver, BC, Canada V6C 3E1).
11,851,852 Shares IVANHOE ELECTRIC INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2023 • Ivanhoe Electric Inc. • Metal mining • New York
Ivanhoe Electric Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 11,851,852 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom BMO Capital Markets Corp. (“BMOCM”) and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 1,777,777 shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
PURCHASE AND SALE AGREEMENT (Legends Property)Purchase and Sale Agreement • May 11th, 2023 • Ivanhoe Electric Inc. • Metal mining
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of this 10th day of May, 2023 (the “Effective Date”), by and between, WOLFF-HARVARD VENTURES, LLC, a Delaware limited liability company, whose address is 17700 N Pacesetter Way, Suite 100, Scottsdale, Arizona 85255 (“Seller”), and MESA COBRE HOLDING CORPORATION, a Delaware corporation, with an address of 501 N. Florence St., Suite 102 Casa Grande, Arizona 85122 (“Buyer”). Buyer and Seller may be collectively referred to herein as the “Parties”.
NON-EXECUTIVE DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENTNon-Executive Director Deferred • August 14th, 2023 • Ivanhoe Electric Inc. • Metal mining
OPTION AGREEMENT FOR PURCHASE AND SALE (Pinal County, Arizona)Option Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
THIS OPTION AGREEMENT FOR PURCHASE AND SALE (“Agreement”) is made and entered into as of this 16th day of August, 2021 (the “Effective Date”), by and between DRH ENERGY, INC., a Colorado corporation, with an address of 1341 Horton Circle, Arlington, Texas 76011 (“Seller”), and CENTRAL ARIZONA RESOURCES, LLC, an Arizona limited liability company, with an address of 151 East Broadway, Suite 1600, Tucson, AZ 85711 (“Buyer”).
PURCHASE AND SALE AGREEMENTCombined Lease Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 19 day of October, 2017 (the “Effective Date”), by and between SPENST M. HANSEN, a natural person and resident of Utah, [***], a Utah corporation, [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah business trust, and [***], a Utah limited liability company (collectively “Seller”), and HIGH POWER EXPLORATION INC., a Delaware corporation, and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
HIGH POWER EXPLORATION INC. AND IVANHOE ELECTRIC INC. TRANSITION SERVICES AGREEMENT Dated April 30, 2021Transition Services Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Transition Services Agreement dated April 30, 2021 among High Power Exploration Inc., a corporation incorporated under the Laws of Delaware ("HPX") and Ivanhoe Electric Inc., a corporation incorporated under the laws of Delaware ("IE").
STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • March 14th, 2023 • Ivanhoe Electric Inc. • Metal mining
ASSIGNMENT AGREEMENTAssignment Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 14th, 2023 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2023, is entered into by and between Ivanhoe Electric Inc., a Delaware corporation (the “Company”), and Saudi Arabian Mining Company (Ma’aden), a joint stock company existing under the laws of the Kingdom of Saudi Arabia (“Ma’aden”). The Company and Ma’aden are referred to collectively herein as the “Parties” and, individually, as a “Party.”
Certain portions of this Exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TOP-UP SUBSCRIPTION AGREEMENTSubscription Agreement • October 24th, 2023 • Ivanhoe Electric Inc. • Metal mining
This Top-Up Subscription Agreement, dated as of October 23, 2023 (this “Agreement”), is between IVANHOE ELECTRIC INC., a Delaware corporation (the “Company”), and SAUDI ARABIAN MINING COMPANY (MA’ADEN), a joint stock company existing under the laws of the Kingdom of Saudi Arabia (the “Purchaser”).
STOCK UNIT AWARD AGREEMENTNon-Employee Director Deferred • March 14th, 2023 • Ivanhoe Electric Inc. • Metal mining
ContractIvanhoe Electric Inc. • January 11th, 2023 • Metal mining • Delaware
HEADS OF TERMS BETWEEN SAUDI ARABIAN MINING COMPANY (MA'ADEN) and IVANHOE ELECTRIC INC. RELATING TO: (1) THE STRATEGIC INVESTMENT INTO IVANHOE ELECTRIC INC.; AND (2) THE ESTABLISHMENT OF A JOINT VENTURE FOR MINERAL EXPLORATION IN THE KINGDOM OF SAUDI ARABIA
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 23, 2012 by and between I-Pulse Inc., a company organized under the laws of the state of Delaware (formerly known as Bfield USA Inc.) (“I-Pulse”), and High Power Exploration Inc., a company organized under the laws of the state of Delaware (formerly known as GoviEx IP Holdings Inc. and the assignee of a patent license from Govi High Power Exploration Inc.) (“HPX Delaware”) (each, a “Party,” and collectively, the “Parties”).
Exploration Alliance Agreement dated May 7, 2024 Between BHP MINERAL RESOURCES INC. and IVANHOE ELECTRIC INC. and SAND HILL EXPLORATION INC.Exploration Alliance Agreement • May 8th, 2024 • Ivanhoe Electric Inc. • Metal mining
Background Ivanhoe and BHP wish to form an Alliance (defined herein) whereby BHP will fund the first $15 million, and thereafter Ivanhoe and BHP would provide funding on a 50-50 basis, both in accordance with this Agreement to the extent applicable, for early-stage generative mineral exploration across the Areas of Interest (defined herein) in the United States to identify nickel and copper exploration opportunities on the terms set out in this Agreement. Ivanhoe and BHP will each contribute different, but complimentary, capabilities and resources to the Alliance. Ivanhoe will also make available to the Alliance the capabilities of Ivanhoe’s team and Affiliates, including without limitation Computational Geosciences Inc. and the Typhoon System (defined herein) on the terms set out in this Agreement. Ivanhoe is a United States domiciled minerals exploration and development company with a focus on developing mines from mineral deposits principally located in the United States. BHP is a w
AMENDMENT #2 TO SHAREHOLDERS’ AGREEMENT IN RESPECT OF MA’ADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANYShareholders’ Agreement • February 26th, 2024 • Ivanhoe Electric Inc. • Metal mining
(1)SAUDI ARABIAN MINING COMPANY (MA’ADEN), a joint stock company established pursuant to Royal Decree No. M/17 dated 14/11/1417H (corresponding to 23 March 1997) and existing under the laws of the Kingdom of Saudi Arabia with commercial registration number 1010164391 dated 10/11/1421 H. (corresponding to 4 February 2001) and whose principal office is at Abu Baker Al Sadeeq Road (Exit 6), P.O. Box 68861, Riyadh 11537, the Kingdom of Saudi Arabia (“Ma’aden”);
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 23, 2012 by and between High Power Exploration Inc., a company organized under the laws of the state of Delaware (formerly known as GoviEx IP Holdings Inc. and the assignee of a patent license from Govi High Power Exploration Inc.) (“HPX Delaware”) and GEO27 S.ar.l., a company organized under the laws of Luxembourg (“GEO27”), and (each, a “Party,” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENTCombined Lease Agreement • June 21st, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 19 day of October, 2017 (the “Effective Date”), by and between SPENST M. HANSEN, a natural person and resident of Utah, KEYSTONE SURVEYS, INC., a Utah corporation, MAMMOTH MINING COMPANY LLC, a Utah limited liability company, NORTHSTAR MINES LLC, a Utah limited liability company, SPENST HANSEN BUSINESS TRUST, a Utah business trust, and TREASURE HILL MINES LLC, a Utah limited liability company (collectively “Seller”), and HIGH POWER EXPLORATION INC., a Delaware corporation, and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
PURCHASE AND SALE AGREEMENT (Oldroyd Properties)Purchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 14 day of June, 2019 (the “Effective Date”), by and between [***], an individual, whose address is [***] (“Seller”), and TINTIC COPPER AND GOLD, INC., a Utah corporation, whose address is 201 S. Main St., Suite 1100, Salt Lake City, Utah 81111 (“Buyer”).
