What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-27 · 204 added, 170 removed, 345 unchanged (52% of the section changed)

44 unchanged sentences

Quentin Markin 53 Executive Vice President, Business Development and Strategy Execution

Mark Gibson 55 Chief Geophysics Officer

Graham Boyd 39 Senior Vice President, U.S.

Graham Boyd 40 Senior Vice President, Exploration

Glen Kuntz 58 Senior Vice President, Mine Development

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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.

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

Friedland has served as President, Chief Executive Officer and Founder of Ivanhoe Capital Corporation, a family office and investment company.

He is the founder of Ivanhoe Mines Ltd.

and has served as Executive Co-Chairman since September 2018 (previously Executive Chairman).

He has also been Chairman of I-Pulse Inc.

since February 2009 and Chief Executive Officer since June 2023.

Since June 2018, he has served as Chairman of VRB Energy Inc., and was Co-Chair of SK Global Entertainment Inc.

from February 2017 to December 2021.

As one of the most recognized mining executives 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.

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.

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.

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

Chief Executive Officer of High Power Exploration Inc.

(now Ivanhoe Atlantic Inc.) from December 2015 to July 2022 and Chairman from January 2018 to July 2022;

a Director of Blue Spark Energy Systems Inc.

from May 2024 to August 2025 and Director of Pure Lithium Corporation from April 2022 to December 2025;

and Chairman of Gold X Mining Corp.

from June 2020 until its acquisition by Gran Colombia in June 2021.

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.

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.

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.

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

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.

Prior to joining Ivanhoe Electric, Mr.

Melvin served as President and Chief Executive Officer of Battery Metals Streaming Corp.

from March 2022 to August 2022.

Prior to that, Mr.

Melvin served as Vice President, Corporate Development of Freeport-McMoRan Inc.

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

Prior to joining Freeport in 2008, Mr.

Before joining Freeport-McMoRan Inc.

Melvin was an Executive Director in J.P.

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 a member of the Compensation and Nominating Committee.

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

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

Russell Ball has served as a Director since June 30, 2022.

He is Chair and a member of the Audit Committee and also serves as 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.

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

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

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).

GG), including Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to December 2017.

Prior to that, he held various positions with Newmont Mining Corporation (NYSE:

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

Ball currently serves as Non-Executive Chair of the board of Faraday Copper Corp.

(TSX:FDY) and as a Director of Southern Silver Exploration Corp (TSX.V:

SSL), Thesis Gld Corp, (TSX.V:

TAU), and Compass Minerals (NYSE:

He is a Chartered Accountant (South Africa) and a Certified Public Accountant in the United States.

Ball holds a Master’s 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.

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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.

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.

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

He brings over forty years of experience in the global mining industry and has served as a Senior Advisor at Moelis & Company, a New York-based investment bank, since 2011.

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

Since February 2025, Mr.

Loftus-Hills has served as a Senior Advisor to Oryx Global Partners, an Abu Dhabi, UAE based mining private equity firm.

Prior to joining Moelis & Company in 2011, he 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’s global mining team in New York and Australia.

Over his career, Mr.

Loftus-Hills spent almost thirty years in investment banking advising global mining companies on a range of transactions, including cross-border mergers and acquisitions and capital raises as well as seven years as a lawyer advising major mining companies.

Loftus-Hills served as a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, from May 2022 to May 2025.

He is Chair of the Monash University US Leadership Council, Chair of the US Friends of the Australian Chamber Orchestra, Co-Chair of Global Australians and Chair of the AUS USA Foundation.

He holds degrees in Law and Science and an Honorary Doctor of Laws from Monash University in Australia.

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.

Since 2014, Prof.

de Margerie has served as Founder and Co Chairman of World Materials Forum, since 2019, an Academician at the National Academy of Technologies of France, since 2020 a Board Director of Paris School of Mines (France), and since 2025, a Board Director of Boliden (Sweden, Mining).

Altogether 40 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:

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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.

de Margerie was also a Professor of Strategy & Technology Management at Grenoble School of Management between 2003

de Margerie graduated initially from HEC Paris and Sciences Po Paris and holds a PhD in Management from Université de Paris 2.

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.

She is Chair and a member of the Compensation and Nominating Committee ad also serves 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.

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.

She began serving as an independent corporate director of public companies in 2016 and has served as a volunteer board member of universities and other economic-focused organizations since 2003.

From 2014 to 2026, Ms.

Patil was Head, Business Development (Diversified Industries) of the Toronto Stock Exchange.

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

and as Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon.

Patil also served as 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.

From February 2021 to August 2024, 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.

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).

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.

RMM), where she was Chair of the Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community Committees.

She also served as a director of Signature Resources Ltd.

SIG) from September 2021 to May 2022 and as an advisory board member from May 2022 to September 2023.

From October 2016 to August 2019, Ms.

Patil was an Independent Corporate Director of Alexandria Minerals Inc., serving as Chair of its Audit Committee and as a member of its Management & Special Committee.

Patil holds a Juris Doctor degree from the University of Ottawa and a Bachelor of Science degree in Statistics and Computer Sciences from the University of Bombay.

She 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.

Patil is a member of the State Bar of California and the Law Society of Ontario and Charter of the Institute of Corporate Directors.

She served as a Board Member of the Council of Great Lakes Region and as a Board Member of the Association of Corporate Growth from 2015 to 2019.

She also served on the advisory boards of the University of Ottawa, Faculty of Law and Metropolitan Toronto University, Digital Media Zone from 2016 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.

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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.

Prior to joining Teck Resources, he 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.

Since 2013, Mr.

Vance currently serves as 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 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.

Sofia Bianchi has served as a Director since July 2023 and is a member of the Health, Safety and Environmental Committee.

Bianchi has over thirty years of experience in finance and has held numerous executive and director roles internationally.

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

Bianchi also serves as a Non-Executive Director and Chair of the Corporate Governance Committee of Mineros S.A.

MINEROS) since March 2024 and as Chair of Canagold Resources Ltd.

(CCM:CA) since July 2022.

She also serves as a Non-Executive Director of Saudi Arabian Mining Company (“Maaden”) (Saudi Stock Exchange Tadawul)) since December 2022 and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a joint venture between Maaden and the Public Investment Fund to invest in mining assets globally since June 2023 .

In addition, Ms.

Bianchi has served as a Non-Executive Director of Sitex SA since 2017 and Spitex Perspecta AG (SOL SpA Group) since 2019, both of which specialize in home-based healthcare services, and as 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.

She previously served as a director of Feronia Inc.

(TSX) from January 2019 to February 2020;

Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022;

Kenmare Resources (LSE & Dublin Stock Exchange) from April 2008 to May 2017;

and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019.

Previously Ms.

Bianchi was Head of Special Situations at the CDC Group from 2018 to 2020 and at BlueCrest Capital Management from 2007 to 2016.

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.

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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 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.

From March 2021, Mr.

Neeser served as Chief Financial Officer and Corporate Secretary at Gold Standard Ventures (TSX) until it was acquired by Orla Mining (TSX:OLA) in August 2022.

He also served as Chief Financial Officer of Conifex Timber Inc.

(TSX:CFF) from December 2018 to March 2021, and 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.

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.

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

Markin is a seasoned mining lawyer with over twenty 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 eleven 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.

Prior to joining the Company, Mr.

Markin acted as legal counsel 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.

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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.

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.

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 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 seventeen years of base and precious metals experience, having worked principally in Australia, North America and South America.

Graham Boyd has served as our Senior Vice President, Exploration since August 7, 2023.

Previously he served as our Senior Vice President and Vice President, U.S.

Projects since November 2022 and June 2021, respectively, to August 2023.

Boyd is a Geologist with over twenty years of base and precious metals experience, having worked principally in Australia, North America and South America and continuingly being responsible for the identification, review, acquisition and execution of numerous exploration projects, particularly those that form our portfolio of projects in the United States.

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.

Boyd worked various roles including as Principal and Senior Geologist within High Power Exploration Inc.

(“HPX”) (now Ivanhoe Atlantic Inc.) since 2013.

While with HPX, Mr.

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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.

Glen Kuntz has served as our Senior Vice President, Mine Development since November 21, 2022.

Previously, Mr.

Kuntz served as our Chief Technical and Innovation Officer from January 2022 to November 2022.

He is also Vice President of Mesa Cobre Corporation, one of our subsidiaries, since April 2022, and a director of Cordoba Minerals Corp.

(TSXV) since May 2025.

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.

Kuntz was a consulting specialist geology/mining at Nordmin Engineering Ltd.

from March 2018 to January 2022;

director of exploration projects at Yamana Gold Inc.

from 2015 to 2018;

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.

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

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

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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

Since May 2024, she has served as a Director of i-80 Gold Corp.

(IAUX;NYSE, IAU:TSX).

Joseph 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 (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.

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.

Joseph 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.

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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.

Terhorst holds Certified Employee Benefits Specialist, Professional in Human Resources, and Group Benefits Associate certifications.

From 2016 to 2022, Ms.

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

She served as Director of

Human Resources for Jennmar Corporation, which manufactures various underground mining products.

Terhorst is a Certified Employee Benefits Specialist, Professional in Human Resources, and Group Benefits Associate certified.

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.

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Plan Category

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

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

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

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8,701,692 $10.38 14,757,072

(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.

(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.

(1) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, DSUs or PSUs since RSUs, DSUs and PSUs have no exercise price.

(2) Consists of 5,097,541 shares of common stock issuable upon the exercise of stock options, 1,181,695 shares of common stock deliverable upon settlement of RSUs, 162,266 shares of common stock deliverable upon settlement of DSUs, and 678,525 shares of common stock deliverable upon settlement of PSUs, assuming that PSUs vest at target.

The number of PSUs that vest is based on performance criteria and ranges between zero times to two times the target number of PSUs.

(3) Shares available for issuance under the 2022 LTIP, which may be used for any type of award authorized under the 2022 LTIP, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, other stock or cash-based awards, and dividend equivalents.

The number of shares available for issuance under the 2022 LTIP Plan is subject to (i) an annual increase on the first day of each year ending in 2032 equal to the lesser of (A) five percent (5%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board, and (ii) increase by the amount, if any, equal to the number of awards under the 2021 LTIP that terminate, expire or lapse for any reason without the delivery of shares of common stock to the holder thereof or are repurchased by the Company at the original purchase price thereof.

The Board elected to waive the annual increase that would otherwise have taken effect on January 1, 2026.

Certain Relationships and Related Transactions, and Director Independence

8 unchanged sentences

(2) Financial Statement Schedules.

Financial statement schedules have been omitted because they are not applicable.

The following financial statement schedule is presented below.

Schedule II - Valuation and Qualifying Accounts

Financial statement schedules other than the above have been omitted because they are not applicable.

Schedule II - Valuation and Qualifying Accounts (in thousands)

Balance at beginning of year Charged to expense Charged to other accounts Balance at end of year

Provision for expected credit loss

Year ended December 31, 2025 $ — $ 10,304 $ — $ 10,304

Year ended December 31, 2024 — — — —

Year ended December 31, 2023 — — — —

Deferred income tax valuation allowance

Year ended December 31, 2025 $ 139,953 $ — $ 29,966 $ 169,919

Year ended December 31, 2024 117,154 — 22,799 139,953

Year ended December 31, 2023 71,063 — 46,091 117,154

(3) Exhibits.

20 unchanged sentences

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

Secured Promissory Note between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LP dated May 23, 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

13 unchanged sentences

S-1 333-265175 10.7 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.

and Global Mining Management Corporation S-1 333-265175 10.9 May 24, 2022

Purchase and Sale Agreement dated as of October 19, 2017 S-1 333-265175 10.10 June 21, 2022

4 unchanged sentences

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

and Saudi Arabian Mining Company (Maaden) dated May 15, 2023

8-K 001-41436 10.1 May 15, 2023

Common Stock Subscription Agreement between Ivanhoe Electric Inc.

and Saudi Arabian Mining Company (Maaden) dated October 23, 2023

8-K/A 001-41436 10.1 October 24, 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 10-K

and Saudi Arabian Mining Company (Maaden) dated July 6, 2023

10-Q 001-41436 10.9 August 14, 2023

10-Q 001-41436 10.10 August 14, 2023

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

001-41436 10.20 February, 26, 2024

Amendment #2 (Revised) to Shareholders’ Agreement in respect of Ma’aden Ivanhoe Electric Exploration and Development Limited Company, dated June 25, 2025 8-K

10.1 October 21, 2025

Purchase, Sale and Investment Agreement

3 unchanged sentences

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

Strategic Advisory Services Agreement between Cordoba Minerals Corp.

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

Underwriting Agreement dated as of February 12, 2025

1.1 February 12, 2025

Underwriting Agreement Dated as of October 22, 2025

1.1 October 22, 2025

10.30 # #^

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

Commercial Sale Offer and related Purchase Order dated May 8, 2025

10.1 May 8, 2025

Waiver and Amending Agreement dated February 10, 2026 8-K 001-41436 10.1 February 10, 2026

Credit Agreement dated as of December 12, 2025 between Mesa Cobre Holding Corporation, as Borrower, National Bank of Canada as Administrative Agent and Collateral Agent and the Lenders party thereto.

10.1 December 15, 2025

Ivanhoe Electric Inc.

31 unchanged sentences

Cordoba Minerals Corp.

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

Amended Long Term Incentive Plan

001-41436 10.39 February 28, 2025

Cordoba Minerals Corp.

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

Amended Stock Option Plan

001-41436 10.40 February 28, 2025

VRB Energy Inc.

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

VRB Energy USA Inc.

2025 Stock Option Plan *

Computational Geosciences Inc.

12 unchanged sentences

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

3 unchanged sentences

10.1 May 9, 2024

Strategic Advisory Services Agreement between Cordoba Minerals Corp.

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

Underwriting Agreement dated as of February 12, 2025

1.1 February 12, 2025

Amended Annual Compensation Letter- Robert Friedland

Code of Ethics

2 unchanged sentences

Consent of Deloitte LLP

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 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 Brian Cole for the NI 43-101 Technical Report titled “Pinaya Gold- Copper Project Technical Report” with an effective date of April 26, 2016

Qualified Person Consent of Ronald G.

Simpson for the NI 43-101 Technical Report titled “Pinaya Gold-Copper Project Technical Report” with an effective date of April 26, 2016

Qualified Person Consent of BBA USA Inc.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Burns & McDonnell Engineering Company Inc.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Fluor Canada Ltd.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Geosyntec Consultants, Inc.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Haley & Aldrich, Inc.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of INTERA Incorporated for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

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 *

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 *

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 *

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 *

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 *

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Life Cycle Geo, LLC for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Met Engineering, LLC for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Paterson & Cooke USA, Ltd.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Stantec Consulting Services Inc.

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

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 *

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 *

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 *

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 *

for the report titled “S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona” dated June 23, 2025

Qualified Person Consent of Glen Kuntz

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

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

96.1 September 6, 2023

S-K 1300 Preliminary Feasibility Study & Technical Report Summary, Santa Cruz Copper Project, Arizona, Prepared by:

Fluor Canada Ltd., BBA USA Inc., Burns & McDonnell Engineering Company, Inc., Geosyntec Consultants, Inc., Haley & Aldrich, Inc., INTERA Incorporated, KCB Consultants Ltd., Life Cycle Geo, LLC, Met Engineering, LLC, Paterson & Cooke USA, Inc., Stantec Consulting Services Inc., and Tetra Tech, Inc., dated June 23, 2025

96.1 June 23, 2025

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

Collaboration and Exploration Agreement

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