What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-26 · 125 added, 92 removed, 390 unchanged (36% of the section changed)

52 unchanged sentences

Prior to that time, Mr.

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 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.

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.

Friedland was Chief Executive Officer from July 16, 2020 to November 21, 2022 and Chairman of the Board from June 30, 2021 to November 21, 2022.

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

Since July 1988, Mr.

Friedland has been the Director, President and Chief Executive Officer of Ivanhoe Capital Corporation (“Ivanhoe Capital”).

Since September 2018 Mr.

Friedland has held the position of Executive Co-Chairman of Ivanhoe Mines Ltd.

(previously the Executive Chairman from May 2012 until September 2018 and founder in November 2000).

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

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

2 unchanged sentences

These positions include:

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

Chairman of I-Pulse Inc.

Co-Chairman and Director of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited), September 2016;

Chairman (January 1991) and Interim CEO (June 2023) of I-Pulse Inc.

Co-Founder April 2008);

Co-Chair Director of SK Global Entertainment, Inc.

from February 2017 to December 2021;

Chief Executive Officer of HPX from December 2015 to July 2022 and Chairman from January 2018 to July 2022;

and a Director of Kietta SASand of Pure Lithium Corporation.

2 unchanged sentences

Friedland left the board of directors.

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.

Friedland was the Chief Executive Officer from July 2020 to February 2022 and a founder of Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer, in February 2022.

He served as a Director of SES until March 15, 2023.

Since April 2022, Mr.

2 unchanged sentences

Taylor Melvin has served as our Chief Executive Officer, President and member of our Board of Directors since November 2022.

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

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

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.

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

Prior to joining Freeport in 2008, Mr.

Melvin was an Executive Director in J.P.

Morgan’s Natural Resources investment banking group in New York.

Morgan’s Natural Resources investment banking

group in New York.

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.

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

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

He was the Chief Executive Officer of Calibre Mining Corp.

11 unchanged sentences

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.

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

and President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan since December 2017.

Katase has been the Chief Executive Officer of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulsed power, since February 2022 and has served as Chairman of Geo Dreams Inc.

since January 2022.

Katase served as a Director of VRB Energy since February 2022;

a Director of Geo Power Innovations since September 2019;

a Director of MinebeaMitsumi, a manufacturing company, since July 2021;

and as Present representative Director of Ibis Inc.

since June 2021.

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

5 unchanged sentences

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.

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

Loftus-Hills brings over thirty-six years of experience in the global mining industry and since 2001 has been a Senior Advisor at Moelis & Company, a New York-based investment bank.

He was a former Partner and Managing Director at Moelis & Company from 2011 to December 2021.

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

Since May 2022, Mr.

Loftus-Hills has been 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.

Victoire de Margerie has served as a Director since June 30, 2022.

de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, a deep technology startup that develops extrusion machinery for drug formulations and other high tech applications since 2012.

Since 2023, she also is a Director and Chair of the Technology & Growth Committee of Verkor (France - EV Batteries).

de Margerie has spent thirty-five 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 of Eurazeo (Euronext Paris) from 2012 to 2024, a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris:

AKE) from 2012 to 2023, a Director of Babcock International Group (LSE:

BAB) from 2016 to 2021, a Director of Morgan Ceramics from 2012-2016, a Director of Norsk Hydro from 2012 to 2014, and a Director at Outokumpu from 2007-2011.

She was previously a Director of European industrial companies such as Italcementi from 2006-2016.

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 joined the board of Mines ParisTech in 2020.

She graduated from HEC Paris and Sciences Po Paris and holds a PhD in

Management Science from Université de Paris 2, Pantheon Assas.

She was also a Professor of Strategy & Technology Management at Grenoble School of Management between 2003 and 2011.

Priya Patil has served as a Director of since June 30, 2022.

She is the Chair and member of the Compensation and Nominating Committee as well as 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.

1 unchanged sentence

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.

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.

10 unchanged sentences

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.

From 2019 to 2022, she served as a Board Member of the Council of Great Lakes Region and from 2016 to 2019.

From 2016 to 2019 she was an Advisory Board Member of the University of Ottawa, Faculty of Law.

She served and an Advisory Board Member of the Metropolitan Toronto University, Digital Media Zone between 2016 to 2019 and Board Member of the Association of Corporate Growth between 2015 to 2019.

Ronald Vance has served as a Director since June 2023 and is Chair of the Health, Safety and Environmental Committee and a member of the Audit Committee.

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.

He has over forty 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.

7 unchanged sentences

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.

Bianchi has over thirty-seven 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.

9 unchanged sentences

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

Neeser is a finance executive with 20 years of experience in financial reporting, corporate development, and corporate finance, primarily in the mining sector.

Since June 2024 he has served as a Director of Cordoba Minerals Corp.

(“Cordoba”) (TSX).

Neeser is a finance executive with over twenty years of experience in financial reporting, corporate development, and corporate finance, primarily in the mining sector.

Most recently Mr.

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.

Neeser started his career with KPMG, is a Chartered Public Accountant, Chartered Accountant, and holds a Bachelor of Commerce degree from the University of British Columbia, Vancouver, Canada.

Neeser was Chief Financial Officer 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 Chief Financial Officer of Conifex Timber Inc.

(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.

Neeser started his career with KPMG, as a Chartered Public Accountant, Chartered Accountant, and holds a Bachelor of Commerce degree from the University of British Columbia, Vancouver, Canada.

Quentin Markin has served as our Executive Vice President, Business Development and Strategy Execution since January 1, 2023.

Markin is a seasoned mining lawyer with 24 years of experience, all with the Canadian firm Stikeman Elliott LLP, where he had been a partner since 2008.

Since September 2023 he has served as a Director of Cordoba.

Markin is a seasoned mining lawyer with twenty-four years of experience, all with the Canadian firm Stikeman Elliott LLP, where he had been a partner since 2008.

Over his career, he has lived and practiced in the world’s mining centers — Sydney, London, Vancouver and Toronto.

Markin’s practice focused on M&A, project development and financing matters for mining companies globally and has been recognized by international legal consultancy Chambers for 11 years as a mining law expert.

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.

2 unchanged sentences

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

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.

Mark Gibson has served as our Chief Geophysics Officer since July 2023 and has served the function of our Chief Operating Officer from April 2021 to July 2023.

He also serves as Chief Operating Officer of Cordoba Minerals Corp.

since August 2017.

He served as the Chief Operating Officer of Kaizen Discovery Inc.

(“Kaizen”) from May 2016- February 2024.

Gibson has more than thirty-three 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.

8 unchanged sentences

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.

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

Prior to joining the Company, Mr.

11 unchanged sentences

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.

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

Prior to joining the Company, Mr.

1 unchanged sentence

from 2015 to 2018.

Kuntz was also President and CEO of Mega Precious Metals Inc., a successful junior exploration company, from 2012 to 2015 which was acquired by Yamana Gold, and its Chief Operating Officer from 2011 to September, 2012.

Kuntz was also President and Chief Executive Officer of Mega Precious Metals Inc., a successful junior exploration company, from 2012 to 2015 which was acquired by Yamana Gold, and its Chief Operating Officer from 2011 to September, 2012.

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

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

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

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

Joseph is an accomplished U.S.

mining industry legal executive with over 20 years of experience in corporate, environmental and intellectual property law.

mining industry legal executive with over twenty years of experience in corporate, environmental and intellectual property law.

Joseph also serves as a Director of i-80 Gold Corp.

from May 2024 to present (IAUX;NYSE, IAU:TSX).

She was previously lead independent Director and the Chair of the Corporate Governance Nominations and Compensation Committee of Bunker Hill Mining Corporation from 2020 to 2024

Before joining the Company, Ms.

3 unchanged sentences

She holds a Juris Doctor from Santa Clara University School of Law and a Bachelor of Arts from the University of California, Berkeley.

Stephani Terhorst has 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.

Stephani Terhorst has served as our Vice President Human Resources since March 2023.

Terhorst is an accomplished human resources and employee benefits professional with over twenty-five years of human resources experience, primarily in the coal and aggregates mining sector.

Prior to joining the Company, Ms.

39 unchanged sentences

The information required by this item is incorporated by reference to the 2025 Proxy Statement.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

12 unchanged sentences

Amended and Restated Certificate of Incorporation of the Registrant as currently in effect 8-K 001-41436 3.1 June 30, 2022

Amended and Restated By-Laws of the Registrant as currently in effect 8-K 001-41436 3.2 June 30, 2022

Second Amended and Restated By-Laws of the Registrant as currently in effect

001-41436 3.1 February 24, 2025

Description of Registrant’s Securities

1 unchanged sentence

First Amendment dated as of June 28, 2021 to the Stockholders Agreement dated as of April 30, 2021, by and among the Registrant, I-Pulse Inc., Ivanhoe Industries, LLC, Point Piper, LLC, Century Vision Holdings Limited and Iridium Opportunity Fund A LP S-1 333-265175 4.5 May 24, 2022

Second Amended and Restated Stockholders Agreement dated as of April 5, 2022, by and among the Registrant, I-Pulse Inc., Ivanhoe Industries, LLC, Point Piper, LLC, and each of the investors signatory thereto S-1 333-265175 4.6 May 24, 2022

Second Amended and Restated Stockholders Agreement dated as of April 5, 2022, by and among the Registrant, I-Pulse Inc., Castelnau LLC, Robert Friedland, and each of the investors signatory thereto

S-1 333-265175 4.6 May 24, 2022

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

Warrant Agent Agreement including form of Warrant

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.

25 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 Ivanhoe Electric, Inc.

001-41436 10.1 January 11, 2023

Common Stock Subscription Agreement between Ivanhoe Electric Inc.

3 unchanged sentences

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 *

Amendment to Shareholders’ Agreement in Respect of Ma’aden Ivanhoe Electric Exploration and Development Company dated November 1, 2023 10-K

001-41436 10.20 February, 26, 2024

Purchase, Sale and Investment Agreement

8-K 001-41436 10.1 October 15, 2024

VRB China Joint Venture Agreement 8-K 001-41436 10.2 October 15, 2024

Cooperation Agreement 8-K 001-41436 10.3 October 15, 2024

Exploration Alliance Agreement dated May 7, 2024 8-K 001-41436 10.1 May 8, 2024

10.2 4 ^

Common Stock Subscription Agreement between Ivanhoe Electric Inc.

22 unchanged sentences

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

2022 Long Term Incentive Plan *

2022 Long Term Incentive Plan 10-K

001-41436 10.31 February 26, 2024

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

3 unchanged sentences

Form of Non-Employee Director Deferred Share Unit Award Agreement 10-Q 001-41436 99.1 August 14, 2023

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

Cordoba Minerals Corp.

Form of Non-Employee Director Deferred Share Unit Award Agreement (without election) 10-K 001-41436 10.35 February 26, 2024

Form of Performance Share Unit Award Agreement (3-year cliff vesting) pursuant to the Ivanhoe Electric, Inc.

2022 Long Term Incentive Plan *

Cordoba Minerals Corp.

Stock Option Plan *

Long Term Incentive Plan 10-K 001-41436 10.36 February 26, 2024

Cordoba Minerals Corp.

Stock Option Plan 10-K 001-41436 10.37 February 26, 2024

VRB Energy Inc.

(formerly JD Holding Inc.) Stock Option Plan *

(formerly JD Holding Inc.) Stock Option Plan 10-K 001-41436 10.38 February 26, 2024

Computational Geosciences Inc.

Amended & Restated 2011 Incentive Stock Option Plan 10-Q

10.3 August 7, 2024

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

6 unchanged sentences

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 December 30, 2022 between the Company and Stephani Terhorst 10-K

10.43 February 26, 2024

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 Executive Employment Agreement dated February 25, 2025 between the Company and Mark Gibson

Second Amended and Restated Executive Employment Agreement dated February 25, 2025 between the Company and Glen Kuntz

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

Amended Executive Employment Agreement dated February 25, 2025 between the Company and Graham Boyd

Annual Compensation Letter- Robert Friedland

10.1 May 9, 2024

Strategic Advisory Services Agreement between Cordoba Minerals Corp.

and Robert Friedland dated December 3, 2020 *

and Robert Friedland dated December 3, 2020 10-K

10.49 February 26, 2024

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

Underwriting Agreement dated as of February 12, 2025

1.1 February 12, 2025

Code of Ethics

Insider Trading Policy

Subsidiaries of the Registrant *

1 unchanged sentence

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 *

17 unchanged sentences

Qualified Person Consent of Met Engineering, LLC for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 *

Qualified Person Consent of Todd McCracken NI 43-101 Technical Report titled “NI 43-101 Technical Report, Mineral Resource Estimate for the Samapleu and Grata Deposits Project” dated August 11, 2023 *

Qualified Person Consent of Chris Martin NI 43-101 Technical Report titled “NI 43-101 Technical Report, Mineral Resource Estimate for the Samapleu and Grata Deposits Project” dated August 11, 2023 *

Qualified Person Consent of Glen Kuntz

Qualified Person Consent of Sarah Bull *

Qualified Person Consent of Colin Shaw

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

6 unchanged sentences

96.1 September 6, 2023

S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah, prepared by SRK Consulting (U.S.) Inc., dated February 23, 2024

Ivanhoe Electric Inc.

Clawback Policy *

S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah, prepared by SRK Consulting (U.S.) Inc., dated February 23, 2024 10-K 001-41436 96.2 February 26, 2024

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

50 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures