Ivanhoe Electric Inc. 10-K

Item 9A. 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 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 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, 2024, 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, 2024. Deloitte LLP, an Independent Registered Public Accounting Firm, has audited the Company’s internal control over financial reporting as of December 31, 2024, 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, 2024. 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. GAAP. 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; and (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. 103 Table of Contents Attestation Report of the Independent Registered Public Accounting Firm 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 There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the quarterly period ended December 31, 2024, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 104 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth information regarding our directors and executive officers as of February 21, 2025. Name Age Position Robert Friedland 74 Executive Chairman of the Board of Directors Taylor Melvin 55 Chief Executive Officer, President and Director Russell Ball 56 Director Hirofumi Katase 65 Director Priya Patil 62 Director Patrick Loftus-Hills 58 Director Ronald Vance 72 Director Victoire de Margerie 61 Director Sofia Bianchi 68 Director Jordan Neeser 42 Chief Financial Officer Quentin Markin 52 Executive Vice President, Business Development and Strategy Execution Mark Gibson 55 Chief Geophysics Officer Graham Boyd 39 Senior Vice President, U.S. Projects Glen Kuntz 57 Senior Vice President, Mine Development Cassandra Joseph 53 General Counsel and Corporate Secretary Stephani Terhorst 46 Vice President, Human Resources Biographical Information Robert Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022. Prior to that time, Mr. 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. Mr. 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). Mr. 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. 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: 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. (Previous: 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. From June 2020 to June 2021, Mr. Friedland served as Chairman of Gold X Mining Corp., which was acquired by Gran Colombia in June 2021, at which time Mr. Friedland left the board of directors. Mr. 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. Friedland has served as the chairman of Energy Capital Group. Mr. Friedland graduated with a degree in political science from Reed College. Taylor Melvin has served as our Chief Executive Officer, President and member of our Board of Directors since November 2022. Mr. 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. (NYSE: 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 105 Table of Contents group in New York. Mr. 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 a member of the Compensation and Nominating Committee. Mr. Ball is an international mining executive with over thirty years of experience. He was the Chief Executive Officer of Calibre Mining Corp. (TSX: 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. (TSX: G; NYSE: 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. Mr. 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: SSL). Mr. 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. Mr. 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. Mr. 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. Mr. 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. 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. Mr. 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 and Nominating Committee. Mr. 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 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 since June 30, 2022. Prof. 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). Prof. 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. Prof. 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. Prof. 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 106 Table of Contents 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. Ms. 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. Ms. 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. Ms. 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. (TSX-V: SIG). 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. Ms. Patil holds a J.D. from the University of Ottawa and a B.Sc. (Statistics and Computer Sciences), University of Bombay. Ms. 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). 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. Mr. 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 forty years of experience in mining and corporate development. Mr. 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. Mr. Vance is currently an independent director of Royal Gold Inc. (NASDAQ: RGLD) and serves as a member of its Audit and Finance Committee. Mr. Vance served as Chairman of the Board of Southern Peaks Mining, L.P. in 2018. Sofia Bianchi has served as a Director since July 2023. Ms. 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. 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. Formerly Ms. 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. Ms. 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. Ms. 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. Since June 2024 he has served as a Director of Cordoba Minerals Corp. (“Cordoba”) (TSX). Mr. 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 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. Mr. 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. Mr. 107 Table of Contents 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. Since September 2023 he has served as a Director of Cordoba. Mr. 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. Mr. 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 eleven years as a mining law expert. Mr. 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 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. Mr. 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. 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. Mr. Gibson has more than thirty-three years of wide-ranging experience as a Geoscientist and Manager in the natural resources sector. Mr. 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. Mr. 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. Mr. Gibson holds a M.Sc. Geophysics from the University of Leeds; a B.Sc. (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. Mr. 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. 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 that form our portfolio of projects in the United States. While with HPX, Mr. Boyd was a leader in the delineation and exploration success of the Alacran and San Matias Cu-Au- Ag deposits in Colombia. Prior to HPX, Mr. Boyd held roles with Ivanhoe Australia and Ivanhoe Mines Mongolia, since 2006. At Ivanhoe Australia, Mr. Boyd was a member of the discovery team for the world’s highest grade Mo-Re deposit, Merlin, and he also was a key contributor to delineation and resource development of the Mount Dore Cu and Mt Elliott- SWAN Cu-Au deposits. Prior to roles in the Ivanhoe Group, Mr. Boyd worked on copper porphyries in British Columbia, and diamond exploration in Nunavut and Quebec. Mr. Boyd holds a Bachelor of Science in Geoscience from the University of Victoria. 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 Corporation, one of our subsidiaries, effective April 2022. Mr. 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. Kuntz was a consulting specialist geology/mining at Nordmin since March 2018 and before that a director of exploration projects at Yamana Gold Inc. from 2015 to 2018. Mr. 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. Mr. Kuntz gained significant development/production experience in a variety of other senior positions with Runge Ltd., Placer Dome Corporation, and Rea Gold Corporation. Mr. Kuntz holds a Bachelor of Science in Geology from the University of Manitoba. Cassandra Joseph has served as the Company’s General Counsel and Corporate Secretary since February 1, 2023. Ms. Joseph is an accomplished U.S. mining industry legal executive with over twenty years of experience in corporate, environmental and intellectual property law. Ms. 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 108 Table of Contents (XCNQ:BNKR). Before joining the Company, Ms. Joseph was Senior Vice President and General Counsel for Nevada Copper in Reno, Nevada from May 2019 to January 2023. Prior to Nevada Copper, she served as Vice President, Associate General Counsel, Corporate Secretary, and Chief Compliance Officer from 2015 to 2019 for Reno, Nevada-based Tahoe Resources prior to its sale to Pan American Silver. Ms. Joseph also worked in the Nevada Attorney General’s Office, representing the Division of Environmental Protection, the Division of Water Resources, and other agencies within the Department of Natural Resources. 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 served as our Vice President Human Resources since March 2023. Ms. 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. 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. Ms. Terhorst holds Certified Employee Benefits Specialist, Professional in Human Resources, and Group Benefits Associate certifications. She holds a Bachelor's degree in Human Resources Management from the University of Pittsburgh and a Master's degree in Human Resources and Industrial Relations from St. Francis University. Code of Business Conduct and Ethics Our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to our employees, directors and officers, in accordance with applicable United States federal securities laws and the corporate governance requirements of the NYSE American. A current copy of the Code of Conduct is available on the Corporate Governance section of our website. The Board of Directors is responsible for overseeing the Code of Conduct. 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 is incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement"), which will be filed with the SEC not later than 120 days after December 31, 2024. Item 11. Executive Compensation The information required by this item is incorporated by reference to the 2025 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the 2025 Proxy Statement. Equity Compensation Plan Information Information about our equity compensation plans at December 31, 2024 was as follows: 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 (2022 LTIP) 6,486,458 (2) $12.80 9,331,075 (3)(4) Equity compensation plans not approved by stockholders (2021 LTIP) 2,492,913 $2.49 0 Total 8,979,371 $9.62 9,331,075 (1) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs or DSUs, since RSUs and DSUs have no exercise price. 109 Table of Contents (2) Consists of 5,582,514 shares of common stock issuable upon the exercise of stock options, 850,000 shares of common stock deliverable upon settlement of RSUs, and 53,944 shares of common stock deliverable upon settlement of DSUs. (3) Consists of shares issuable under outstanding options under the LTIP as of December 31, 2024. Following the adoption of the LTIP, no further awards will be made under the Prior Incentive Plan. 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, 2025, the number of securities available for future issuance under the 2022 LTIP increased by 6,030,606 pursuant to the Plan terms. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the 2025 Proxy Statement. Item 14. Principal Accounting Fees and Services Our independent registered public accounting firm is Deloitte LLP (PCAOB ID No. 1208 ). The information required by this item is incorporated by reference to the 2025 Proxy Statement. 110 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements. See Item 8 “Financial Statements and Supplemental Information” elsewhere in this Annual Report on Form 10-K. (2) Financial Statement Schedules. None. Financial statement schedules have been omitted because they are not applicable. (3) Exhibits. The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K: Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed / Furnished Herewith 2.1 Contribution Agreement dated as of April 30, 2021, between the High Power Exploration Inc. and the Registrant S-1 333-265175 2.1 May 24, 2022 3.1 Amended and Restated Certificate of Incorporation of the Registrant as currently in effect 8-K 001-41436 3.1 June 30, 2022 3.2 Second Amended and Restated By-Laws of the Registrant as currently in effect 8-K/A 001-41436 3.1 February 24, 2025 4.1 Description of Registrant’s Securities * 4.2 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 4.4 May 24, 2022 4.3 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 4.4 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 4.5 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 4.6^## Warrant Agent Agreement including form of Warrant * 10.1 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 10.2 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 10.3 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 10.4 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 10.5 Technology License Agreement dated as of March 23, 2012, between High Power Exploration Inc. and I-Pulse Inc S-1 333-265175 10.3 May 24, 2022 10.6 Technology License Agreement dated as of March 23, 2012, between High Power Exploration Inc. and HPX TechCo Inc. and GEO27 S.a.r.l S-1 333-265175 10.4 May 24, 2022 10.7 Patent License Agreement Amendment and Novation dated as of March 23, 2012, between High Power Exploration Inc. and GEO27 S.a.r.l. S-1 333-265175 10.5 May 24, 2022 10.8 Assignment and Novation Agreement, dated as of April 30, 2021, between High Power Exploration Inc. and each of I-Pulse Inc., HPX TechCo Inc. and GEO27 S.a.r.l. S-1 333-265175 10.6 May 24, 2022 111 Table of Contents 10.9 Option Agreement for Purchase and Sale, dated August 16, 2021, by and between Central Arizona Resources, LLC and DRH Energy, Inc. S-1 333-265175 10.7 May 24, 2022 10.10 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. and Global Mining Management Corporation S-1 333-265175 10.9 May 24, 2022 10.11# Purchase and Sale Agreement dated as of October 19, 2017 S-1 333-265175 10.10 June 21, 2022 10.12# Purchase and Sale Agreement dated as of October 4, 2018 S-1 333-265175 10.11 June 21, 2022 10.13# Purchase and Sale Agreement dated as of October 4, 2018 S-1 333-265175 10.12 June 21, 2022 10.14# Purchase and Sale Agreement dated as of October 4, 2018 S-1 333-265175 10.13 June 21, 2022 10.15# Purchase and Sale Agreement dated as of June 14, 2019 S-1 333-265175 10.14 June 21, 2022 10.1 6 ## 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 10.17 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 10.18 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 10.19 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 1 0.2 0 ## Purchase, Sale and Investment Agreement 8-K 001-41436 10.1 October 15, 2024 1 0.2 1 ## VRB China Joint Venture Agreement 8-K 001-41436 10.2 October 15, 2024 10.22 Cooperation Agreement 8-K 001-41436 10.3 October 15, 2024 1 0.2 3 ## 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. and Saudi Arabian Mining Company (Ma’aden) dated October 23, 2023 8-K/A 001-41436 10.1 October 24, 2023 10.2 5 = Ivanhoe Electric Inc. Equity Incentive Plan S-1 333-265175 10.15 May 24, 2022 10.2 6 = Long Term Incentive Plan S-1 333-265175 10.16 June 21, 2022 10. 2 7 = Form of Stock Option Agreement (Employees) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.24 March 14, 2023 10. 28 = Form of Stock Option Agreement (CEO) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.25 March 14, 2023 10. 29 = Form of Stock Option Agreement (Executive, 4-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.26 March 14, 2023 10. 3 0 = Form of Stock Option Agreement (Executive, 3-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.27 March 14, 2023 10. 3 1 = Form of Restricted Stock Unit Award Agreement (4-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.28 March 14, 2023 10. 3 2 = Form of Restricted Stock Unit Award Agreement (3-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.29 March 14, 2023 10.3 3 = Form of Restricted Stock Unit Award Agreement (5-year vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan 10-K 001-41436 10.31 February 26, 2024 10.3 4 = Form of Non-Employee Director Deferred Stock Unit Award Agreement (3-year grant) 10-K 001-41436 10.30 March 14, 2023 10.3 5 = Form of Non-Employee Director Deferred Stock Unit Award Agreement (annual grant) 10-K 001-41436 10.31 March 14, 2023 10. 3 6 = Form of Non-Employee Director Deferred Share Unit Award Agreement 10-Q 001-41436 99.1 August 14, 2023 10.37= Form of Non-Employee Director Deferred Share Unit Award Agreement (without election) 10-K 001-41436 10.35 February 26, 2024 112 Table of Contents 1 0. 38 = Form of Performance Share Unit Award Agreement (3-year cliff vesting) pursuant to the Ivanhoe Electric, Inc. 2022 Long Term Incentive Plan * 10.39= Cordoba Minerals Corp. Long Term Incentive Plan 10-K 001-41436 10.36 February 26, 2024 10.40= Cordoba Minerals Corp. Stock Option Plan 10-K 001-41436 10.37 February 26, 2024 10.41= VRB Energy Inc. (formerly JD Holding Inc.) Stock Option Plan 10-K 001-41436 10.38 February 26, 2024 10.42= Computational Geosciences Inc. Amended & Restated 2011 Incentive Stock Option Plan 10-Q 001-41436 10.3 August 7, 2024 10.43 Form of Indemnification Agreement S-1 333-265175 10.19 June 21, 2022 10.44 Form of Director Indemnification Agreement 8-K 001-41436 Schedule 6 of 10.1 May 15, 2023 10.4 5 = Employment Agreement between the Ivanhoe Electric Inc. and Taylor Melvin dated October 21, 2022 10-Q 001-41436 10.1 November 14, 2022 10.4 6 = Employment Agreement between Ivanhoe Electric Inc. and Jordan Neeser dated November 17, 2022 8-K 001-41436 10.2 November 21, 2022 10. 4 7 = Executive Employment Agreement dated December 30, 2022 between the Company and Stephani Terhorst 10-K 001-41436 10.43 February 26, 2024 10. 48 = Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph 10-Q 001-41436 10.2 May 15, 2023 10. 49 = Amended Executive Employment Agreement dated February 25, 2025 between the Company and Mark Gibson * 10. 5 0 = Second Amended and Restated Executive Employment Agreement dated February 25, 2025 between the Company and Glen Kuntz * 10. 5 1 = 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 10. 5 2 = Amended Executive Employment Agreement dated February 25, 2025 between the Company and Graham Boyd * 1 0.5 5 = Annual Compensation Letter- Robert Friedland 8-K 001-41436 10.1 May 9, 2024 10. 5 4 = Strategic Advisory Services Agreement between Cordoba Minerals Corp. and Robert Friedland dated December 3, 2020 10-K 001-41436 10.49 February 26, 2024 10.55 Underwriting Agreement dated as of September 14, 2023 8-K 001-41436 1.1 September 14, 2023 10.56 Underwriting Agreement dated as of February 12, 2025 8-K 001-41436 1.1 February 12, 2025 14.1 Code of Ethics * 19.1 Insider Trading Policy * 21.1 Subsidiaries of the Registrant * 23.1 Consent of Deloitte LLP * 23.2 Qualified Person Consent SRK for report titled “S-K 1300 Technical Report Summary & Exploration Results Report, Tintic Project, Utah” dated February 23, 2024 * 23. 3 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 * 23. 4 Qualified Person Consent Simpson NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date of April 26, 2016 * 23 . 5 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 * 23. 6 Qualified Person Consent of KCB Consultants Ltd. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 7 Qualified Person Consent of Life Cycle Geo, LLC for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 8 Qualified Person Consent of M3 Engineering and Technology Corp. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 113 Table of Contents 23. 9 Qualified Person Consent of Nordmin Engineering Ltd. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 1 0 Qualified Person Consent of Call & Nicholas, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 1 1 Qualified Person Consent of Tetra Tech, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 1 2 Qualified Person Consent of INTERA Incorporated for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 1 3 Qualified Person Consent of Haley & Aldrich, Inc. for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona” dated September 6, 2023 * 23. 1 4 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 * 23. 1 5 Qualified Person Consent of Glen Kuntz * 23. 1 6 Qualified Person Consent of Colin Shaw * 31.1 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 * 31.2 Certification of Principal Financial 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 * 32.1+ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2+ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 96.1 Technical Report Summary on the Santa Cruz Project, Arizona, U.S.A., SRK Consulting (U.S.), Inc., KCB Consultants Ltd., Life Cycle Geo, LLC, M3 Engineering and Technology Corp., Nordmin Engineering Ltd., Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC, dated of September 6, 2023 8-K 001-41436 96.1 September 6, 2023 97.1 Ivanhoe Electric Inc. Clawback Policy * 99.1 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. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * 114 Table of Contents + The information contained in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report on Form 10-K), unless the Registrant specifically incorporates the foregoing information into those documents by reference. # Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. ## Certain schedules or portions thereof are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule to the U.S. Securities and Exchange Commission or its staff upon request. ^ Certain schedules or portions thereof are omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule or portion to the U.S. Securities and Exchange Commission or its staff upon request. = Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 115 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Ivanhoe Electric Inc. Date: February 27, 2025 /s/ Taylor Melvin Taylor Melvin Chief Executive Officer, President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Robert Friedland Executive Chairman of the Board of Directors February 26, 2025 Robert Friedland /s/ Taylor Melvin Chief Executive Officer, President and Director February 27, 2025 Taylor Melvin ( Principal Executive Officer ) /s/ Jordan Neeser Chief Financial Officer (Principal Financial Officer February 27, 2025 Jordan Neeser and Principal Accounting Officer) /s/ Russell Ball Director February 26, 2025 Russell Ball /s/ Sofia Bianchi Director February 26, 2025 Sofia Bianchi /s/ Victoire de Margerie Director February 26, 2025 Victoire de Margerie /s/ Hirofumi Katase Director February 26, 2025 Hirofumi Katase /s/ Patrick Loftus-Hills Director February 26, 2025 Patrick Loftus-Hills /s/ Priya Patil Director February 26, 2025 Priya Patil /s/ Ronald Vance Director February 26, 2025 Ronald Vance 116