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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-03-14 · 273 added, 163 removed, 209 unchanged (68% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive and principal financial officers, respectively, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective (a) to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) to include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on an evaluation under the supervision of our Chief Executive Officer and our Chief Financial Officer, it was concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective:

(a) to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and

(b) to include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Management of Ivanhoe Electric is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

Ivanhoe Electric's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, in accordance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the management’s assessment, Ivanhoe Electric's internal control over financial reporting was effective as of December 31, 2023.

Deloitte LLP, an Independent Registered Public Accounting Firm, has audited the Company’s internal control over financial reporting as of December 31, 2023, and as stated in the Report of Independent Registered Public Accounting Firm, they have expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Inherent Limitations over Internal Controls

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

The Company’s internal control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies” and because we qualify as a “non-accelerated filer” (i.e., we do not qualify as either an “accelerated filer” or a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act).

This Annual Report includes an attestation report of our registered public accounting firm regarding internal control over financial reporting, as presented in Item 8.

Changes in Internal Control over Financial Reporting

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Other Information

During the quarterly period ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our executive officers and significant employees as of March l4 , 2023.

The following table sets forth information regarding our directors and executive officers as of February 22, 2024.

Name Age Position

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Taylor Melvin 54 Chief Executive Officer, President and Director

Russell Ball 55 Director

Hirofumi Katase 64 Director

Priya Patil 61 Director

Patrick Loftus-Hills 57 Director

Ronald Vance 71 Director

Victoire de Margerie 60 Director

Sofia Bianchi 67 Director

Jordan Neeser 41 Chief Financial Officer

Quentin Markin 51 Executive Vice President, Business Development and Strategy Execution

Eric Finlayson 62 Chief of Global Exploration

Catherine Barone 47 Senior Vice President, Finance

Charles Forster 75 Senior Vice President of Exploration

Mark Gibson 54 Chief Operating Officer

Mark Gibson 55 Chief Geophysics Officer

Graham Boyd 38 Senior Vice President, U.S.

Glen Kuntz 56 Senior Vice President, Mine Development

Evan Young 38 Vice President, Corporate Development

Cassandra Joseph 51 Vice President, General Counsel and Corporate Secretary

Cassandra Joseph 52 General Counsel and Corporate Secretary

Stephani Terhorst 45 Vice President, Human Resources

Biographical Information

Robert Friedland has served as our Executive Chairman of our Board of Directors since November 21, 2022.

Robert Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022.

Prior to that time, Mr.

Friedland was our Chief Executive Officer since July 16, 2020 and the Chairman of our Board of Directors since April 30, 2021.

Friedland was CEO from 2020 and Chairman of the Board from 2021.

Friedland has over 30 years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder.

Friedland’s experience is extensive.

Friedland has been the Director, President and Chief Executive Officer of Ivanhoe Capital Corporation (“Ivanhoe Capital”) since July 1988, the executive Co-Chairman since September 2018 (previously the Executive Chairman from May 2012 until September 2018) of Ivanhoe Mines Ltd.

Friedland has been the Director, President and CEO of Ivanhoe Capital Corporation (“Ivanhoe Capital”), since 1988, the executive Co-Chairman since September 2018 (previously the Executive Chairman from May 2012 until September 2018) of Ivanhoe Mines Ltd.

and the Co-Chair Director of SK Global Entertainment, Inc.

from February 2017 to December 2021.

Friedland’s tenure, Ivanhoe Capital has invested in a diverse portfolio of businesses.

Additionally, Mr.

Friedland has been the Chief Executive Officer of HPX since December 2015.

HPX is 85% owner of the Nimba high-grade iron Ore deposit in Guinea.

Additionally, since December 2015 Mr.

Friedland has been the Chief Executive Officer of HPX, an 85% owner of the Nimba high-grade iron Ore deposit in Guinea.

Friedland was the Director, Chairman and President of Ivanhoe Pictures, Inc.

from May 2013 to December 2021, and a Director, since December 2016, and Chairman, since June 2018, of VRB.

from May 2013 to December 2021, and currently the Chairman of VRB Energy Inc.

As one of the most recognized mining personalities and achievers in the world, Mr.

Friedland is dedicated to serving on numerous boards in the natural resources sector.

These positions include serving as a Co-Chairman and Director of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited) since September 2016, a Director of I-Pulse since April 2008 and a Director of Kietta SAS since November 2009.

These positions include:

Co-Chairman and Director of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited);

Chairman of I-Pulse Inc.

and a director of Kietta SASand of Pure Lithium Corporation.

From June 2020 to June 2021, Mr.

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Friedland founded Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer, in February 2022.

He continues to serve as a director of SES.

Since April 2022, Mr.

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Melvin has over 20 years of experience in the natural resources sector as a senior corporate development professional and investment banker.

He was most recently Vice President, Corporate Development for Freeport (NYSE:

FCX), a leading international mining company focused on copper, headquartered in Arizona.

He was President and Chief Executive Officer of Battery Metals Streaming Corp.

from March 2022 to August 2022, and Vice President, Corporate Development for Freeport-McMoRan Inc.

FCX), a leading international mining company focused on copper, headquartered in Phoenix, Arizona, from August 2018 to March 2022, after having served as its Director – Finance & Business Development since 2008.

Prior to joining Freeport in 2008, Mr.

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Melvin received his Bachelor of Science in Business Administration and his MBA from the University of North Carolina at Chapel Hill..

Russell Ball has served as a director since June 30, 2022 and is the Chair and a member of the Audit Committee and member of the Compensation Committee and Nominating Committee.

Ball is an international mining executive with thirty years of experience.

He was the Chief Executive Officer of Calibre Mining Corp.

CXB) from October 2019 to February 2021 and Chair of the board from November 2018 to February 2021.

From May 2013 to December 2017, Mr.

Ball held various executive positions with Goldcorp Inc.

GG) and was Goldcorp’s Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to November 2017.

Prior to that, Mr.

Ball held various positions with Newmont Mining Corporation (NYSE:

NEM) from 1994 to 2013 and was Executive Vice President and Chief Financial Officer from 2008 to May 2013.

Ball is a Non-Executive Chair of the board of Faraday Copper Corp.

(TSX:FDY) and is a director of Southern Silver Exploration Corp (TSX.V:

Ball qualified as a Chartered Accountant (South Africa) and as a Certified Public Accountant in the United States.

He holds a Masters in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa).

Hirofumi Katase has served as a director since January 2022.

Katase has served as Executive Vice Chairman, Director General of Industrial Science and Technology and a member of the Board of Directors of I-Pulse Inc.

since December 2017.

Katase is also President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan.

He is a CEO of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulsed power.

Prior to these roles, he most recently served as Japan’s Vice Minister for International Affairs at the Ministry of the Economy, Trade and Industry (“METI”) from June 2016 to July 2017.

He held numerous management positions in trade, energy and industrial policy at METI since joining in 1982.

During his time at METI, Mr.

Katase served in multiple Director General positions, including for the Industrial Science and Technology Policy and Environment Bureau and Trade Policy Bureau, where he led efforts that contributed to the signing of the Trans-Pacific Partnership, among other international agreements.

He also was previously Deputy Secretary-General of the Secretariat of Strategic Headquarters for Space Policy at the Cabinet Office, where he helped establish the Office of National Space Policy, the headquarters responsible for Japan’s development of space policy and deployment of space infrastructure.

He was also a Director of the Oil and Natural Gas division at METI, where he led Japan’s upstream hydrocarbon policy for four years.

At METI, he also served as a Director of the Aerospace and Defense Industry division where he worked on launching the Mitsubishi Regional Jet (MRJ) program and cultivated international partnerships for the development of aircraft and aircraft engines.

He has been a director of MinebeaMitsumi, a manufacturing company, since June 2021.

Katase earned a Bachelor’s degree in law from the University of Tokyo and a Master’s degree in applied economics from the University of Michigan.

Patrick Loftus-Hills has served as a director since March 2023 and is a member of the Compensation Committee and Nominating Committee.

Loftus-Hills brings over 35 years of experience in the global mining industry and is currently a Senior Advisor at Moelis & Company, a New York-based investment bank.

He is also a former Partner and Managing Director at Moelis & Company.

Prior to joining Moelis & Company in 2011, Mr.

Loftus-Hills was the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong and held leadership roles in the UBS global mining team in New York and Australia.

He spent over 25 years in investment banking advising global mining companies on a range of transactions, including cross-border M&A and capital raises.

He is also a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation.

He holds Law and Science degrees from Monash University in Australia.

Victoire de Margerie has served as a director of Ivanhoe Electric since June 30, 2022.

de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, an extrusion technology company, since 2012, a Director of Eurazeo (Euronext Paris) since 2012 and a Director and Chair of the Technology & Growth Committee of Verkor (France - EV Batteries) since 2023.

de Margerie has spent 38 years in the Materials Industry in Canada, France, Germany, the United Kingdom and the United States, first as an executive and since 2006 as a Board Director.

de Margerie was a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris:

AKE) from 2012 to 2022, and a Director of Babcock International Group (LSE:

BAB) from 2016 to 2021.

She was previously a Director of European industrial companies such as Italcementi, Morgan Ceramics, Outokumpu & Norsk Hydro.

de Margerie is also Founder & Vice Chairman of World Materials Forum since 2014, she was elected an Academician at the National Academy of Technologies of France in 2019 and she joined the board of Mines ParisTech in 2021.

She graduated from HEC Paris and Sciences Po Paris and holds a PhD in Management Science from Université de Paris 2, Pantheon Assas.

Priya Patil has served as a director of Ivanhoe Electric since June 30, 2022 and is the Chair of Compensation and Nominating Committee and a member of the Audit Committee.

Patil is an experienced corporate director.

former senior public company executive, and investment banker.

In 2016, she began serving as an independent corporate director of public companies and as a volunteer board member of universities and other economy-focused organizations since 2003.

She was Head, Business Development (Diversified Industries) of the TSX from 2014 to 2016.

She was Managing Director, Partner and Founding Partner (Eastern Operations) of PI Financial Corp.

and a Managing Director, Partner and Head of

Investment Banking of Loewen Ondaatje McCutcheon.

Patil was the global general corporate counsel of Breakwater Global Resources Ltd, a Canadian and U.S.

listed mining company.

She started her career as an attorney with Brobeck, Phleger & Harrison LLP in Palo Alto, California.

Patil was a director of Rambler Metals & Mining PLC (AIM of LSE:

RMM), Chair of its Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community committees.

She also served on the board of Signature Resources Inc.

From 2016 to 2019, she was an independent corporate director of Alexandria Minerals Corporation, Chair of its Audit Committee and a member of the Management & Special Committee.

Patil holds a J.D.

from the University of Ottawa and a B.Sc.

(Statistics and Computer Sciences), University of Bombay.

Patil has completed the Directors Education Program at the Rotman School of Management (University of Toronto) and the Innovation Governance Program of the Council of Canadian Innovators.

She is a member of the State Bar of California, the Ontario Bar (Law Society of Ontario) and Charter of the Institute of Corporate Directors (ICD.D).

Ronald Vance has served as a director since June 2023 and a member of the Audit Committee.

Vance is a corporate director and retired senior executive with a distinguished track record in corporate development, corporate finance advisory and marketing management.

He has over 40 years of experience in mining and corporate development.

Vance retired from Teck Resources Limited where he served as Senior Vice President, Corporate Development from 2006 to 2014.

Prior to joining Teck Resources, Mr.

Vance worked as a Managing Director of Rothschild (Denver) Inc.

from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc.

from 2000 to 2005.

Vance is currently an independent director of Royal Gold Inc.

RGLD) and serves as a member of its Audit and Finance Committee.

Vance served as Chairman of the Board of Southern Peaks Mining, L.P.

Sofia Bianchi has served as a director since July 2023.

Bianchi has 37 years of finance experience and has held several executive and director positions internationally.

She is currently the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring, since May 2016.

She also serves as Chair of Canagold Resources Ltd.

(CCM:CA) since July 2022, as a Non-Executive Director of Saudi Arabian Mining Company (Ma’aden) (Saudi Stock Exchange Tadawul)) since December 2022, and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a venture between Ma’aden and the Public Investment Fund (PIF) to invest in mining assets globally since June 2003 .

She is also a Non-Executive Director of Sitex SA and Spitex Perspecta AG (SOL SpA Group), companies specializing in home-based healthcare, since 2017 and 2019, respectively;

and an Independent Non-Executive Director of Yellow Cake plc.

(AIM:YCA), a uranium company, since 2018.

Bianchi served as Head of Special Situations at the CDC Group and served on the boards of Feronia Inc.

(TSX) from January 2019 to July 2020 and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019 during the companies’ financial and operational restructuring.

Bianchi also served as a Director of Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022 and as a Director of Kenmare Resources Plc (LSE & Dublin Stock Exchange) from April 2008 to May 2017.

Bianchi holds a Master’s degree in finance from the University of Pennsylvania – Wharton Business School, and a Bachelor of Arts degree in Economics from George Washington University.

Jordan Neeser has served as our Chief Financial Officer since November 21, 2022.

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Most recently Mr.

Neeser was CFO and Corporate Secretary at TSX listed Gold Standard Ventures since March

2021, which was acquired by Orla Mining (TSX:OLA) in August, 2022.

Neeser was CFO and Corporate Secretary at TSX listed Gold Standard Ventures from March 2021 to August 2022, when it was acquired by Orla Mining (TSX:OLA) in August, 2022.

Neeser was previously CFO of Conifex Timber (TSX:CFF) from December 2018 to March 2021, and before that spent eight years with First Quantum (TSX:FM) as both Group Controller and Director, Business Development.

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Markin has acted for the Company since its inception, as well as other Ivanhoe group companies, including Ivanhoe Mines, but also senior producers, junior exploration companies, and investment banks.

His notable transactions outside of the Ivanhoe Group include the 2007 C$1.2 billion initial public offering of Franco-Nevada and the 2015 acquisition by OceanaGold of Romarco Minerals and its Haile Gold Mine located in South Carolina for around C$856 million.

His notable transactions outside of the Ivanhoe Group include the 2007 Cdn$1.2 billion initial public offering of Franco-Nevada and the 2015 acquisition by OceanaGold of Romarco Minerals and its Haile Gold Mine located in South Carolina for around Cdn$856 million.

Markin received his Bachelor of Law Degree from the University of Ottawa, Canada, and holds an M.A.

in International Relations from the Norman Patterson School of International Affairs, Ottawa, Canada.

Eric Finlayson has served as our Chief of Global Exploration since November 21, 2022.

Prior to that time, Mr.

Finlayson was our President since July, 2020.

Finlayson is a geologist with almost 40 years of global multi-commodity experience.

Prior to joining the Company, Mr.

Finlayson was a Senior Advisor at HPX from 2013 until December 2015 when he was appointed President of HPX.

Prior to joining HPX, Mr.

Finlayson spent nearly 25 years in various positions with Rio Tinto.

Finlayson joined Rio Tinto as project geologist responsible for copper and gold exploration in the Papua New Guinea highlands.

In 1993, he became regional exploration manager for Canada and then transferred to London in 2000 as the personal assistant to the Head of Exploration.

In January 2002, he moved to Perth to assume the role of Rio Tinto’s Director of Exploration for Australasia and in January of 2007 was appointed Global Head of Exploration for Rio Tinto based in London.

In July 2011, he was appointed CEO of Rio Tinto Coal Mozambique following Rio Tinto’s takeover of Riversdale Mining.

Finlayson is also a director of VRB, Kaizen (TSX-V:

KZD), Sama and Sunrise Energy Metals Limited (ASX:

SRL), and was a director of Cordoba from 2015 to 2021, as well as serving as its President and CEO from April 2019 to April 2021.

Finlayson holds a degree in Applied Geology from the University of Strathclyde in Glasgow.

Catherine Barone has served as our Senior Vice President — Finance since November 21, 2022 and prior to that was our Interim Chief Financial Officer since April, 2021.

Barone was appointed CFO of HPX in 2016 after serving as Vice President, Finance since 2015.

From 2002 to 2014, she held a series of senior finance positions at Ivanhoe Mines Ltd.

(now Turquoise Hill Resources Ltd.) including Vice President, Finance.

Barone is a member of the board of CGI, as well as the Company’s directly-held Canadian subsidiaries.

Barone hold a Bachelor of Commerce from the University of Western Australia.

Barone is a Chartered Accountant (Australia) and a Fellow of the Financial Services Institute of Australasia.

Barone has over 25 years of finance experience focused on the mining industry.

Charles Forster has served as our Senior Vice President, Exploration since April, 2021 and Vice President, Exploration for Cordoba since April 1, 2019.

Forster is a Professional Geoscientist (P.Geo.) with more than 45 years of diversified mineral exploration experience in Canada, United States, Sub-Saharan Africa, Portugal, the PRC, and Mongolia.

Forster was Vice President of Exploration for HPX since March 2016, and is a director of all the Company’s U.S.

subsidiaries.

Prior to joining HPX, Mr.

Forster worked six years in Southern Africa as Head of Exploration for Eurasian Natural Resource Corporation focused on Congolese copper, cobalt exploration and mine development projects.

He was formerly the Senior Vice President of Exploration at Oyu Tolgoi in Mongolia for Ivanhoe Mines (now Turquoise Hill Resources) from early 2001 to June 2008.

During this time, he led a team of multi-national and Mongolian geologists in the discovery and delineation of the world-class Oyu Tolgoi copper-gold porphyry deposits.

The discovery of the large, high-grade Hugo Dummett underground deposit at Oyu Tolgoi was subsequently recognized by the Prospectors and Developers Association of Canada, which in 2004 named Mr.

Forster a co-recipient of the inaugural Thayer Lindsley Medal awarded for the International Discovery of the Year.

Forster holds a Bachelor of Science degree from the University of British Columbia and is a Registered Professional Geoscientist in the Province of British Columbia.

Mark Gibson has served as our Chief Operating Officer since April, 2021 and as the Chief Operating Officer of Kaizen since May 2016 and Chief Operating Officer of Cordoba since August 2017.

Mark Gibson has served as our Chief Geophysics Officer since July 2023 and has served the function of our principal operating officer since April 2021.

He also serves as the Chief Operating Officer of Kaizen since May 2016 and Chief

Operating Officer of Cordoba since August 2017.

Gibson has more than 33 years of wide-ranging experience as a geoscientist and manager in the natural resources sector.

Gibson joined HPX in 2011 as the company’s founding executive and was instrumental in the formation of Kaizen in 2013 and HPX’s strategic partnership with Cordoba in 2015.

Gibson has served on the board of Fjordland since January 2021 and CGI since June

Gibson has served on the board Ivanhoe Electric’s subsidiary Computational Geosciences Inc.

since June 2011.

Before joining HPX, Mr.

Gibson worked with Anglo American, and was the founder of a geophysical service company focused on managing seismic surveys for the mining industry.

Gibson holds a P.Geo.

license, a M.Sc, Geophysics from the University of Leeds;

(Hons) Geology from the University of Southampton and is a Registered Professional Geoscientist in the Province of British Columbia and a Pr.Sci.Nat (Professional Natural Scientist) from the South African Council for Natural Scientific Professions.

Graham Boyd has served as our Senior Vice President — U.S.

Projects since November 21, 2022 and prior to that was our Vice President, U.S.

Projects since June, 2021.

Gibson holds a M.Sc.

Geophysics from the University of Leeds;

(Hons) Geology from the University of Southampton and is a Registered Professional Geoscientist in the Province of British Columbia and is a registered Professional Natural Scientist (Pr.Sci.Nat) with the South African Council for Natural Scientific Professions.

Graham Boyd has served as our Senior Vice President, Exploration since August 7, 2023 and prior to that was our Senior Vice President and Vice President, U.S.

Projects since November, 2022 and June, 2021, respectively.

Boyd is a Geologist with over 17 years of base and precious metals experience, having worked principally in Australia, North America and South America.

Prior to joining the Company, Mr.

Boyd held various roles within HPX including as Principal and Senior Geologist since 2013, and has been responsible for identification, review, acquisition and execution of numerous exploration projects, particularly those in the United States.

While with HPX, Mr.

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Glen Kuntz has served as our Senior Vice President, Mine Development since November 21, 2022 and prior to that was our Chief Technical and Innovation Officer since January 2022.

He is also Vice President of Mesa Cobre, one of our subsidiaries, effective April 2022.

Kuntz is a Professional Geologist and mining executive with over 30 years of experience in exploration, project development, open pit and underground mining operations and business development across a variety of commodities and mining types/ methods throughout the Americas, Africa and Australia.

He is also Vice President of Mesa Cobre Corporation, one of our subsidiaries, effective April 2022.

Kuntz is a Qualified Person, Professional Geologist and mining executive with over 30 years of experience focused on exploration, development and operations (underground and open pit), technology, and studies across a variety of commodities and mining types/methods throughout the Americas, Africa and Australia.

Prior to joining the Company, Mr.

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Kuntz gained significant development/production experience in a variety of other senior positions with Runge Ltd., Placer Dome Corporation, and Rea Gold Corporation.

Over the past ten years, he has managed over 200 technical studies on various projects and mines around the world.

Kuntz holds a Bachelor of Science in Geology from the University of Manitoba.

Evan Young has served as our Vice President, Corporate Development since January 2022.

Young is a mining and finance professional with over 15 years of experience in various aspects of the capital markets.

Young joined the Ivanhoe group in 2017, with an initial focus on building the North American investor relations programs for CleanTeQ Holdings Ltd, Cordoba Minerals Corp.

and Kaizen Discovery Inc.

Since then, his role within the group has evolved, and he played an important role in the completion of the private rounds of financings for Ivanhoe Electric, I-Pulse and HPX.

Prior to joining the Company, Mr.

Young served as the Director, Investor Relations for Primero Mining Corp., a NYSE and TSX dual-listed company with gold mining operations in Mexico and Canada.

Previously, Mr.

Young worked in equity research at the boutique Canadian brokerage Haywood Securities Inc.

and as an Investment Banking Analyst at BMO Capital Markets in the Metals and Mining group.

Young has a Master of Science with Distinction and a Diploma of the Imperial College in Metals and Energy Finance from Imperial College London.

In this collaborative program between the Business School and the Royal School of Mines, he stood first among all students in the program and achieved academic excellence for his thesis titled:

Carbon Trading and its Associations with the Mining Industry.

Young also holds a Bachelor of Science in Mining Engineering from Queen’s University.

Cassandra Joseph has been the Company’s Vice President, General Counsel and Corporate Secretary since February 1, 2023.

Cassandra Joseph has been the Company’s General Counsel and Corporate Secretary since February 1, 2023.

Joseph is an accomplished U.S.

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Stephani Terhorst has been the Company’s Vice President Human Resources since March 2023.

Terhorst is an accomplished human resources and employee benefits professional with 25 years of Human Resources experience,

primarily in the coal and aggregates mining sector.

Terhorst is an accomplished human resources and employee benefits professional with 25 years of Human Resources experience, primarily in the coal and aggregates mining sector.

Prior to joining the Company, Ms.

Terhorst was the Senior Director of Human Resources and Benefits with NACCO Industries in Dallas, Texas.

Terhorst was the Senior Director of Human Resources and Benefits with NACCO Industries, a coal producer in Dallas, Texas since 2016.

She has also served as Director of Human Resources for Jennmar Corporation, which manufactures various underground mining products.

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Any waivers of the Code of Conduct for directors or executive officers must be approved by our Board of Directors and disclosed on Form 8-K within four business days after the occurrence of the event.

We expect that any amendments to the Code of Conduct, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website at the address indicated above, which is our recognized channel of communication for investors for purposes of Regulation FD.

Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Annual Report.

The information required by this item concerning our directors, our Code of Conduct and other corporate governance information is contained under the caption "Proposal 1:

Election of Directors" and "Board of Directors and Corporate Governance" in our Proxy Statement for our 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement"), which will be filed with the SEC not later than 120 days after the end of the fiscal year.

Such information is incorporated herein by reference.

The information required by this item is incorporated by reference to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which will be filed with the SEC not later than 120 days after December 31, 2023.

Executive Compensation

The information required by this item is contained under the caption “Executive and Director Compensation” in the 2023 Proxy Statement, which will be filed with the SEC not later than 120 days after the end of the fiscal year.

Such information is incorporated herein by reference.

The information required by this item is incorporated by reference to the 2024 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to the ownership of equity securities by certain beneficial owners and management is contained under the caption “Ownership of the Company” in the 2023 Proxy Statement, which will be filed with the SEC not later than 120 days after the end of the fiscal year.

Such information is incorporated herein by reference.

The information required by this item is incorporated by reference to the 2024 Proxy Statement.

Equity Compensation Plan Information

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Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights A

Weighted-average exercise price of outstanding options, warrants and rights (1) B

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) C

Equity compensation plans approved by stockholders

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights (1)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)

Equity compensation plans approved by stockholders (2022 LTIP)

4,842,504 (2)

$12.34 4,563,142 (3)(4)

Equity compensation plans not approved by stockholders

Equity compensation plans not approved by stockholders (2021 LTIP)

2,662,349 $2.49

5 unchanged sentences

Shares issuable under the LTIP may be used for any type of award authorized under the LTIP, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, other stock or cash-based awards, and dividend equivalents.

(4) As of January 1, 2024, the number of securities available for future issuance under the 2022 LTIP increased by 6,001,263 pursuant to the Plan terms.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the caption “Certain Relationships and Related Party Transactions” in the 2023 Proxy Statement, which will be filed with the SEC not later than 120 days after the end of the fiscal year.

Such information is incorporated herein by reference.

The information required by this item is incorporated by reference to the 2024 Proxy Statement.

Principal Accounting Fees and Services

Our independent registered public accounting firm is Deloitte LLP (PCAOB ID No.

The information required by this item is contained in the 2023 Proxy Statement, which will be filed with the SEC no later than 120 days after the end of the fiscal year and is incorporated herein by reference.

The information required by this item is incorporated by reference to the 2024 Proxy Statement.

Exhibits, Financial Statement Schedules

19 unchanged sentences

Amended and Restated Registration Rights Agreement dated as of April 5, 2022, by and among the Registrant and the investors signatory thereto S-1 333-265175 4.7 May 24, 2022

Registration Rights Agreement dated as of November 10, 2021, by and among the Registrant and Central Arizona Resources, LLC S-1 333-265175 4.8 May 24, 2022

Assignment Agreement dated as of October 27, 2021 by and among the Registrant, Mesa Cobre Holding Corporation, Central Arizona Resources, LLC, Presidio Group Inc., Russell Mining Corp., and Gold Coast Mining Inc.

S-1 333-265175 10.1 May 24, 2022

Transitions Services Agreement dated as of April 30, 2021 between High Power Exploration Inc.

and the Registrant S-1 333-265175 10.2 May 24, 2022

Purchase and Sale Agreement between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LLC dated May 10, 2023.

8-K/A 001-41436 10.1 May 11, 2023

Secured Promissory Note between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LP dated May 23, 2023 8-K 001-41436 10.1 May 24, 2023

Deed of Trust and Assignment of Rents between Mesa Cobre Holding Corporation and First American Title Insurance Company for the benefit of Wolff-Harvard Ventures, LP dated May 23, 2023 8-K 001-41436 10.2 May 24, 2023

Technology License Agreement dated as of March 23, 2012, between High Power Exploration Inc.

12 unchanged sentences

S-1 333-265175 10.7 May 24, 2022

Surface Use Agreement, dated August 3, 2021, by and between Legends Property, LLC and Central Arizona Resources, LLC S-1 333-265175 10.8 May 24, 2022

Amended and Restated Shareholders’ Corporate Management and Cost Sharing Agreement dated as of December 4, 2013, as amended as of January 1, 2016, among the shareholders of Global Mining Management (BVI) Corp., Global Mining Management (BVI) Corp.

5 unchanged sentences

Purchase and Sale Agreement dated as of June 14, 2019 S-1 333-265175 10.14 June 21, 2022

Heads of Terms Between Saudi Arabian Mining Company (Ma’aden) and Ivanhae Electric, Inc.

Heads of Terms Between Saudi Arabian Mining Company (Ma’aden) and Ivanhoe Electric, Inc.

001-41436 10.1 January 11, 2023

Common Stock Subscription Agreement between Ivanhoe Electric Inc.

and Saudi Arabian Mining Company (Ma’aden) dated May 15, 2023 8-K 001-41436 10.1 May 15, 2023

Investor Rights Agreement between Ivanhoe Electric Inc.

and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023 10-Q 001-41436 10.9 August 14, 2023

Shareholders Agreement by and among Ivanhoe Electric Inc., Ivanhoe Electric Mena Holdings Ltd., Ma’aden Ivanhoe Electric Exploration and Development Limited Company and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023 10-Q 001-41436 10.10 August 14, 2023

Amendment to Shareholders’ Agreement in Respect of Ma’aden Ivanhoe Electric Exploration and Development Company dated November 1, 2023 *

Amendment #2 to Shareholders’ Agreement in Respect of Ma’aden Ivanhoe Electric Exploration and Development Limited Company dated January 1, 2024 *

Common Stock Subscription Agreement between Ivanhoe Electric Inc.

and Saudi Arabian Mining Company (Ma’aden) dated October 23, 2023 8-K/A 001-41436 10.1 October 24, 2023

Ivanhoe Electric Inc.

1 unchanged sentence

Long Term Incentive Plan S-1 333-265175 10.16 June 21, 2022

Employment Agreement dated as of June 20, 2018 between Global Mining Management Corp.

and Eric Finlayson S-1 333-265175 10.17 May 24, 2022

Employment Agreement dated as of November 1, 2013 and amended as of January 1, 2017 between Global Mining Management Corp.

and Graham Boyd S-1 333-265175 10.18 May 24, 2022

Form of Indemnification Agreement S-1 333-265175 10.19 June 21, 2022

Employment Agreement between the Ivanhoe Electric Inc.

and Taylor Melvin 10-Q 001-41436 10.1 November 14, 2022

Employment Agreement between the Ivanhoe Electric Inc.

and Quentin Markin 8-K 001-41436 10.1 November 21, 2022

Employment Agreement between Ivanhoe Electric Inc.

and Jordan Neeser 8-K 001-41436 10.2 November 21, 2022

Form of Stock Option Agreement (Employees) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.24 March 14, 2023

Form of Stock Option Agreement (CEO) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.25 March 14, 2023

Form of Stock Option Agreement (Executive, 4-year vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.26 March 14, 2023

Form of Stock Option Agreement (Executive, 3-year vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.27 March 14, 2023

Form of Restricted Stock Unit Award Agreement (4-year vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.28 March 14, 2023

Form of Restricted Stock Unit Award Agreement (3-year vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan

10.29 March 14, 2023

Form of Restricted Stock Unit Award Agreement (5-year vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan *

Form of Non-Employee Director Deferred Stock Unit Award Agreement (3-year grant)

10.30 March 14, 2023

Form of Non-Employee Director Deferred Stock Unit Award Agreement (annual grant)

Code of Ethics *

10.31 March 14, 2023

Form of Non-Employee Director Deferred Share Unit Award Agreement 10-Q 001-41436 10.12 August 14, 2023

Form of Non-Employee Director Deferred Share Unit Award Agreement (without election) *

Cordoba Minerals Corp.

Long Term Incentive Plan *

Cordoba Minerals Corp.

Stock Option Plan *

VRB Energy Inc.

(formerly JD Holding Inc.) Stock Option Plan *

Form of Indemnification Agreement S-1 333-265175 10.19 June 21, 2022

Form of Director Indemnification Agreement 8-K 001-41436 Schedule 6 of 10.1 May 15, 2023

Employment Agreement between the Ivanhoe Electric Inc.

and Taylor Melvin dated October 21, 2022

10-Q 001-41436 10.1 November 14, 2022

Employment Agreement between Ivanhoe Electric Inc.

and Jordan Neeser dated November 17, 2022

8-K 001-41436 10.2 November 21, 2022

Executive Employment Agreement dated December 30, 2022 between the Company and Stephani Terhorst *

Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph 10-Q 001-41436 10.2 May 15, 2023

Executive Employment Agreement dated July 1, 2023 between the Company and Mark Gibson 10-Q 001-41436 10.1 August 14, 2023

Amended and Restated Executive Employment Agreement dated August 2, 2023 between the Company and Glen Kuntz 10-Q 001-41436 10.2 August 14, 2023

Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Company and Quentin Markin 10-Q 001-41436 10.3 August 14, 2023

Executive Employment Agreement dated August 7, 2023 between the Company and Graham Boyd 10-Q 001-41436 10.4 August 14, 2023

Strategic Advisory Services Agreement between Cordoba Minerals Corp.

and Robert Friedland dated December 3, 2020 *

Underwriting Agreement dated as of September 14, 2023 8-K 001-41436 1.1 September 14, 2023

Code of Ethics 10-K

14.1 March 14, 2023

Subsidiaries of the Registrant *

Consent of Deloitte LLP

Qualified Person Consent Nordmin for report titled “Technical Report Summary on the Santa Cruz Project, Arizona, USA” dated February 14, 2023, effective date December 31, 2022

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Qualified Person Consent SRK for report titled “SEC Technical Report Summary, Exploration Results Report, Tintic Project, Utah, U.S.A.” dated November 1, 2021 *

Qualified Person Consent Kuntz NI 43-101 Technical Report titled “NI 43-101 Technical Report and Prefeasibility Study, San Matías Copper-Gold-Silver Project, Colombia” with an effective date of January 11, 2022 *

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Qualified Person Consent Muir NI 43-101 Technical Report titled “NI 43-101 TECHNICAL REPORT AND PREFEASIBILITY STUDY, SAN MATÍAS COPPER-GOLD-SILVER PROJECT, COLOMBIA” with an effective date of January 11, 2022 *

Qualified Person Consent Martin NI 43-101 Technical Report titled “NI 43-101 Technical Report and Prefeasibility Study, San Matias Copper-Gold-Silver Project, Colombia” with an effective date of January 11, 2022 *

Qualified Person Consent Liskovych NI 43-101 Technical Report titled “NI 43-101 Technical Report – Preliminary Economic Assessment Samapleu Project” May 22, 2019 *

Qualified Person Consent Ibrango NI 43-101 Technical Report titled “ Preliminary Economic Assessment – Samapleu Project” with an effective date of May 22 2019 *

Qualified Person Consent Singh NI 43-101 Technical Report titled “ Preliminary Economic Assessment – Samapleu Project” with an effective date of May 22 2019 *

Qualified Person Consent Gagnon NI 43-101 Technical Report titled “ Preliminary Economic Assessment – Samapleu Project” with an effective date of May 22 2019 *

Qualified Person Consent Cunningham NI 43-101 Technical Report titled “Preliminary Economic Assessment – Samapleu Project” with an effective date of May 22, 2019 *

Qualified Person Consent SRK for report titled “S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah” dated February 23, 2024

Qualified Person Consent Barco NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Colombia” with an effective date of December 18, 2023 *

Qualified Person Consent Cepuritis NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Columbia” with an effective date of December 18, 2023 *

Qualified Person Consent Duggan NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Columbia” with an effective date of December 18, 2023 *

Qualified Person Consent Frost NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Columbia” with an effective date of December 18, 2023 *

Qualified Person Consent Jones NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Columbia” with an effective date of December 18, 2023 *

Qualified Person Consent McCracken NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Colombia” with an effective date of December 18, 2023 *

Qualified Person Consent Muir NI 43-101 Technical Report titled “NI 43-101Technical Report and Feasibility Study, Alacran Project, Colombia” with an effective date of December 18, 2023

Qualified Person Consent Robinson NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Colombia” with an effective date of December 18, 2023 *

Qualified Person Consent Williamson NI 43-101 Technical Report titled “NI 43-101 Technical Report and Feasibility Study, Alacran Project, Colombia” with an effective date of December 18, 2023 *

Qualified Person Consent Leslie Cole NI 43-101 Technical Report titled “Pinaya Gold- Copper Project Technical Report” with an effective date of April 26, 2016 *

Qualified Person Consent Simpson NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date of April 26, 2016 *

Qualified Person Consent SRK Consulting (U.S.), Inc.

for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023

Qualified Person Consent of KCB Consultants Ltd.