Form 8-K
8-K — Ivanhoe Electric Inc.
Accession: 0001104659-26-090722
Filed: 2026-08-05
Period: 2026-08-03
CIK: 0001879016
SIC: 1000 (METAL MINING)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2622220d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2622220d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2622220d1_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2026
IVANHOE
ELECTRIC INC.
(Exact name of registrant
as specified in its charter)
Delaware
001-41436
32-0633823
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona
85281
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (480) 656-5821
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which
registered
Common
Stock, par value $0.0001 per share
IE
NYSE American
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2026, Ivanhoe Electric Inc. (the
“Company”) entered into an employment agreement with Michelle Lammers (the “Employment Agreement”) whereby it
agreed to appoint Ms. Lammers as Chief Operating Officer of the Company effective September 1, 2026.
Ms. Lammers has served as Operations
Director at ASARCO LLC (“Asarco”) since January 2023. During this time, she has led and overseen all aspects of copper
mining operations, including exploration, planning, investments, engineering, land management, health and safety, and business
technology. Ms. Lammers joined Asarco in 2001 and served in a variety of leadership positions over her 25-year tenure, including
General Manager of Asarco’s Ray Mine (2019–2022), Manager of Development Projects & Services (2013–2019), and
Manager of Asarco’s Mission Mine (2010–2013). Ms. Lammers is 48 years old and holds a Bachelor of Science, Metallurgical
Engineering, from South Dakota School of Mines and Technology.
Ms. Lammers’ term of employment will continue
indefinitely until Ms. Lammers resigns or is terminated in accordance with the terms and conditions of the Employment Agreement. Pursuant
to the terms of the Employment Agreement, Ms. Lammers is entitled to an annual base salary of $350,000 per year (“Base Salary”).
Ms. Lammers will be eligible on an annual basis to receive short-term and long-term incentive awards, with a short-term bonus target of
75% of her Base Salary and a long-term bonus target of 150% of her Base Salary, based on the terms and conditions of the Company’s
then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable
performance goals. Ms. Lammers’ Base Salary, short-term bonus target, and long-term bonus target are subject to review on an annual
basis.
In the event Ms. Lammers’ employment is
terminated by the Company without Cause (as defined in the Employment Agreement) and such termination is not in connection with a Change
in Control (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance pay equal to equal to 1.5 times her
annual Base Salary and 1.5 times the target annual bonuses for the year in which termination of employment occurs. In the event of a Change
in Control where Ms. Lammers’ employment is terminated during the 12-month period following such Change in Control by the Company
without Cause or Ms. Lammers resigns for Good Reason (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance
pay equal to a lump sum cash payment equal to 18 months of her annual Base Salary plus one additional month for each full year of service
after the third full year of service up to a maximum of 24 months annual Base Salary together with 150% of the short-term bonus target
for the year in which termination of employment occurs.
There are no arrangements or understandings between
Ms. Lammers and any other person pursuant to which she was selected as the Company’s Chief Operating Officer. There are no family
relationships between Ms. Lammers and any of the Company’s directors or executive officers and no transactions requiring disclosure
under Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreement
does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text
of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Effective September 1, 2026, Ms. Lammers will
succeed Glen Kuntz as the Company’s principal operating officer. Mr. Kuntz will continue working for the Company in his current
role as Senior Vice President, Mine Development. This transition was not the result of any disagreement between Mr. Kuntz and the Company
on any matter relating to the Company’s operations, policies, or practices.
Item 7.01
Regulation FD Disclosure.
A copy of the Company’s press release dated
August 5, 2026, relating to the announcement of Michelle Lammers’ employment described in Item 5.02, is furnished as Exhibit 99.1
to this Form 8-K.
The information in this Item 7.01 of this current
report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1
Executive Employment Agreement between Ivanhoe Electric Inc. and Michelle Lammers*
99.1
Press Release dated August 5, 2026
104
Cover Page Interactive Data File (formatted in iXBRL)
*Certain personal information has been excluded from this exhibit pursuant
to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted information
upon request.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IVANHOE
ELECTRIC INC.
Date: August 5, 2026
By:
/s/
Taylor Melvin
Taylor Melvin
President and Chief Executive
Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2622220d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made as of the 3rd day of August, 2026.
BETWEEN:
IVANHOE ELECTRIC INC., a Delaware corporation, having
an office at 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281
(the "Company'')
AND:
MICHELLE LAMMERS, residing at
(the "Employee")
WHEREAS:
(A) Ivanhoe Electric Inc. is a technology-led mineral exploration and development company with corporate offices
located in Tempe, Arizona, Casa Grande, Arizona and Vancouver, British Columbia, Canada. Through subsidiaries and investment companies,
the Company funds and manages exploration programs in several jurisdictions globally with a focus on the United States;
(B) the Company wishes to engage the Employee as the Chief Operating Officer; of
(C) the Company wishes to employ the Employee and the Employee wishes to be employed by the Company on the
terms of this Agreement; and
(D) the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms
applicable to the employment of the Employee during the period hereinafter set forth.
2
NOW THEREFORE THIS AGREEMENT
WITNESSES that the Company and the Employee (collectively the "Parties"), as
Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and each intending
to be legally bound hereby, do hereby covenant, and agree as follows:
Section 1 Employment
1.1 The
Company hereby engages the Employee, and the Employee acknowledges and agrees, to perform the function of Chief Operating Officer (the
"Position"), initially based in Tempe, Arizona reporting to the Company’s Chief Executive Officer (“CEO”).
1.2 In
fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarily performed by persons in such
role within the industry and such other duties as the Company or the CEO may assign from time to time. The Company reserves the right
to amend the Employee's duties, responsibilities, and powers from time to time in its sole discretion.
1.3 The
Employee will be expected to travel outside of the work location where currently based, to the Company's offices, project sites and other
locations as required. During the effectiveness of this Agreement, the Employee shall be responsible for securing and maintain all appropriate
documentation for traveling to other locations as needed to perform her duties, including obtaining visas or other travel credentials,
at the expense of the Company.
Section 2 Term
This Agreement will be effective
from September 1, 2026, and will remain in full force and effect until terminated as hereinafter provided.
Section 3 Responsibility
Subject to the approval and/or
ratification of the Board of Directors (the "Board") in accordance with Company policies regarding delegation of authorities
and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily
carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related
duties as may from time to time be assigned, delegated, limited or determined by the Board or the CEO.
Section 4 Other
Activities
4.1 The
Employee's employment hereunder shall be substantially full-time and exclusively for the benefit of the Company, except as permitted herein.
4.2 The
Employee agrees not to undertake, or be engaged in the performance of, any work, services, or other business activity (which does not
include charitable or philanthropic endeavors that do not materially interfere with the Employee's employment hereunder), directly or
indirectly, for any other person, firm, company, other legal entity or governmental agency or organization, with the exception of:
(a) the Employee's employment with the Company;
(b) any other pre-existing arrangements in effect at the date of this Agreement that have been notified to
the CEO and agreed (“Grandfathered Arrangements”) but provided that any such Grandfathered Arrangements shall remain
subject to the Company’s policies governing such arrangements and any changes that may occur from time to time,
3
unless it is determined by
prior written approval of the Board or the CEO that such activities will not interfere with, or impede, in any significant manner the
performance of Employee's duties in the Position, and further provided that:
(c) before the Employee can engage in any work, services or other business activity which involves the Employee
owning or acquiring any interest in excess of five percent, directly or indirectly, in any mining or technology company or the rendering
of any advice or service to another person, partnership or other legal entity or a joint venture engaged in the business of exploring
for and/or mining minerals, the Employee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15 days
after the date of such disclosure, the Employee must receive from the Board or the CEO a decision that such activities by the Employee
will not, in the opinion of the Board or the CEO, interfere or be in conflict with the Employee's performance of his/her duties to the
Company hereunder. If a decision is not received from the Board or the CEO within such 15-day period, the activities will be deemed to
interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder
unless and until a contrary decision is received from the Board or the CEO, and
(d) before engaging in any work, services or business activity other than the kind described in sub-paragraph
(d) of this Section 4.2 or is a Grandfathered Arrangement, the Employee shall have disclosed same in writing to the Board; and
(e) notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company, including
serving on the board of directors of any affiliate, consistent with his/her responsibilities for the Company to the extent agreed by the
Board or the CEO.
4.3 The
Employee shall refer to the Board and the CEO any and all facts, matters and transactions that may adversely affect the Employee's relationship
with the Company or the Employee's ability to perform his/her duties, or in respect of which an actual or potential conflict of interest
between the Employee and the Company has arisen or may arise, and the Employee shall not proceed with any such matter or transaction until
the Board's approval therefor is obtained. For purposes of clarification, this provision is not intended to limit in any way the Employee's
other fiduciary obligations to the Company that may arise in law or in equity.
4.4 Without
limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees that under no circumstances will his/her provision
of services in the Position involve or include, nor will the Employee be asked by any director or
officer of the Company to engage in, any activities contrary to the Corruption of Foreign Public Officials Act (Canada) or the
United States Foreign Corrupt Practices Act and any other similar legislation in the jurisdiction in which the Employee is employed
or to whose laws the Employee may be subject.
4.5 The
Employee shall adhere to the Company's policies in effect and as modified from time to time.
Section 5 Compensation
5.1 In
consideration of the performance by the Employee of his/her responsibilities and duties in the Position hereunder:
(a) The Company shall pay the Employee an annual base salary of Three Hundred and Fifty Thousand Dollars (US$350,000)
(the "Base Salary"). The Base Salary and all other forms of compensation payable hereunder are subject to deduction for
all applicable taxes, payroll deductions and withholdings required by law and otherwise in accordance with the payroll practices of the
Company for similarly situated employees of the Company.
4
(b) The Base Salary will be reviewed annually and, if increased or decreased, such increased or decreased
amount shall be the Base Salary hereunder provided however that the Base Salary may only be decreased as part of a general executive or
company-wide reduction for cost savings or similar requirements.
(c) The Employee will be eligible to participate in the compensation plans of the Company in effect from time
to time, subject to the terms of the applicable plans.
(d) The Employee will be eligible on an annual basis to receive short term and long term incentive awards,
with a short-term bonus target of 75% of Base Salary ("Short Term Bonus") and a long-term bonus target of 150% of Base
Salary, based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs
as adopted by the Board upon recommendation by its Compensation Committee and contingent upon the degree of achievement of any applicable
performance goals. Equity plans ("Equity Plans") shall include but not be limited to the 2022 Long Term Incentive Plan
and associated award agreements, including but not limited to the Restricted Stock Unit Award Agreement and the Stock Option Agreement,
and any similar agreements entered by the Parties hereafter. Targets for short term and long-term incentive awards will be reviewed and
established by the Board and the Compensation Committee on an annual basis.
(i) The amount of the Short-Term Bonus that will be earned shall be determined based upon performance criteria
and targets established by the Board and the Compensation Committee, and the achievement and/or satisfaction of such criteria and targets
during the time employed. For example, if Employee is employed for a partial year, Employee shall receive the Short-Term Bonus on a pro
rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to Employee's separation
from service and the number of months worked divided by the total number of months in the reporting year, subject to (ii) below.
(ii) Employee shall be entitled to receive the Short-Term Bonus regardless of employment status on the date
the Short-Term Bonus is calculated or paid provided, however, that no Short-Term Bonus will be earned if the Employee's employment is
terminated for Cause or by reason of voluntary termination.
(e) The Employee will be eligible to participate in employee benefit plans (including health, medical, dental,
and other insurance benefits) from time to time in effect for similarly situated employees of the Company, except to the extent such plans
are duplicative of benefits otherwise provided to the Employee. The Employee's participation will be subject to the terms of the applicable
plan documents and generally applicable policies of the Company. Employee’s health and medical benefits coverage shall begin on
the effective date of this Agreement.
5
Section 6 Expenses
The Company will reimburse
the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the
performance of his/her duties under this Agreement, in accordance with the policies of the Company in effect from time to time. The Employee
will furnish the Company with an itemized account of his/her expenses in such form or forms as may reasonably be required by the Company
and at such times or intervals as may be required by the Company. To the extent that any reimbursements payable to the Employee are subject
to provisions of Section 409A of the code: (a) any such reimbursements will be paid no later than December 31 of the year
following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount
eligible for reimbursement in any subsequent year, (c) the right to reimbursement under this Agreement will not be subject to liquidation
or exchange for any other benefit.
Section 7 Paid
Time Off
7.1 The
Employee will be entitled to 288 hours of Paid Time Off (PTO) within each calendar year period, pro-rated for partial calendar years,
during the Term of this Agreement, to be calculated from the date of commencement of employment set forth in Section 2 herein. This
PTO must be taken at such times that do not adversely compromise the Employee's performance of his/her duties under this Agreement.
7.2 Subject
to appliable employment standards legislation, the Employee may carry forward a maximum of eighty (80) hours' PTO from one entitlement
year to the next Any unused PTO excess of eighty (80) hours will be forfeited.
7.3 All
other responsibilities and rights (if any) of Employee relating to accrual of PTO benefits, requesting and using PTO benefits, and receipt
of payment for accrued, unused PTO benefits upon separation from employment shall be governed by the terms and conditions of the Company's
applicable policies, practices, and procedures, subject to applicable employment laws and standards.
Section 8 Indemnity
The Company shall defend,
indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and
the Company's organizational documents, including but not limited to, those relating to loss or damage to property, or injury to, or death
of any person or persons arising from or out of the Employee's performance of his/her obligations under this Agreement.
Section 9 Consent
to Use Personal Information
9.1 The
Employee acknowledges and agrees that the Company has the right to collect, use and disclose the terms and conditions of his/her employment
and any other identifying personal information required to be disclosed for reporting or business purposes or otherwise by law, including:
(a) Ensuring that he/she is paid for his/her services to the Company;
(b) administering any benefits to which he/she is or may become entitled to, including bonuses, medical, dental,
disability and life insurance benefits, and/or annual bonuses and long-term incentive securities. This shall include the disclosure of
his/her personal information to any insurance company and/or broker or to any entity that manages or administers the Company's benefits
on behalf of the Company, subject to applicable laws;
6
(c) compliance with any regulatory reporting and withholding requirements relating to his/her employment;
and
(d) in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing to
any potential acquiring organization solely for the purposes of determining the value of the Company and its assets and liabilities and
to evaluate the Employee's position in the Company. If the Employee's information is disclosed to any potential acquiring organization,
the Company will require the potential acquiring organization to agree to use the information solely for the purpose of evaluating the
Company and to protect the privacy of Employee's information in a manner that is consistent with any policy of the Company dealing with
privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.
9.2 The
Employee may withdraw his/her consent provided herein at any time. The Employee acknowledges that if he/she withdraws his/her consent,
his/her entitlement to certain employment benefits provided by the Company may be negatively affected and in the event of a sale of business,
the acquiring organization may not be in a position to offer continued employment due to a lack of personal information on the Employee.
Section 10 Termination
10.1 This
Agreement and the Employee's employment may be terminated as follows:
(a) By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee's resignation,
in writing, which shall be provided not less than six (6) months prior to the effective date of resignation. In these circumstances,
during the 6-month notice period, the Employee shall receive as full and sole compensation: (i) Base Salary at the then current rate
of pay; and (ii) reimbursements that are due and owing Employee or that were earned or accrued on or before the effective date of
termination, (collectively the "Accrued Obligations") together with any rights under the Company's employee benefit plans,
including equity or equity-based compensation plans, which shall be governed solely by the terms of the Equity Plans. Employee agrees
to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until
the effective date of his/her employment termination. At any time after receiving notice of Employee's resignation, the Company shall
have the sole option to relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating
with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on
Company's behalf. In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of
termination and will receive from the Company all Accrued Obligations through the effective date of resignation.
(b) By Company on Death or Disability of Employee: Forthwith on the death of the Employee or termination
of service by reason of Disability, the Company shall have the right to terminate Employee by reason of "Disability" if Employee
is unable to perform the essential functions of Employee's Position, with or without a reasonable accommodation, for either ninety (90)
consecutive calendar days, or one hundred twenty (120) aggregate calendar days in a twenty-four (24) month period, by reason of any mental
or physical illness, condition, impairment or incapacity. In these circumstances, the Employee (or his/her estate) shall be entitled to
receive as full and sole compensation in discharge of the Company’s obligations to the Employee under this Agreement, the Accrued
Obligations, the Short-Term Bonus, if any, determined pursuant to Section 5.1(d)(i) and (ii), together with any rights under
the Company’s employee benefit plans, including the Equity Plans.
7
(c) By the Company without Cause: By the Company at any time, and for any reason whatsoever upon written
notice of six (6) months, the Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities
under this Agreement throughout the notice period until the effective date of his/her employment termination. At any time after delivering
written notice of termination, the Company shall have the sole option to relieve Employee of his/her duties and/or to restrict Employee
from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending
work-related events, or otherwise conducting business on Company's behalf. In all cases, the Employee will continue to be an employee
throughout the notice period until the effective date of termination. Contingent upon the Employee's execution and non-revocation of a
general mutual release of claims within twenty-one (21) days of termination in the form mutually agreed to by the Parties, or such other
time period agreed to by the Parties, except for the Accrued Obligations which will be paid without regard to such release, on such a
termination, the Employee will receive the following, as full and sole compensation in discharge of the Company's obligations to the Employee
under this Agreement:
(i) the Accrued Obligations together with any obligations accrued and then owing under the Company's employee
benefit plans;
(ii) a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary
and 1.5 times the target annual bonuses for the year in which termination of employment occurs, which the Parties agree shall fully satisfy
any Short Term Bonus payment owed pursuant to Section 5.1(d)(i) and (ii) hereof, payable on the forty-fifth (45th) day,
or next succeeding business day if the 45th day is not a business day, following Employee's separation from service; and
(iii) the Employee's equity incentive awards will be governed in accordance with the terms of the applicable
Equity Plans.
For greater certainty, this Section 10.1(c) shall
not apply to a termination following a Change in Control under the circumstances provided for in Section 10.3(a).
(d) By the Company with Cause: The Company may terminate this Agreement, and Employee's employment
hereunder, for Cause immediately upon written notice to Employee. In these circumstances, the Employee (or his/her estate) will be entitled
to receive as full and sole compensation in discharge of the Company's obligations to the Employee under this Agreement, the Accrued Obligations
together with any rights under the Company's employee benefit plans, including equity or equity-based compensation plans, which will be
governed solely by the terms of such plans.
8
(e) For purposes of this Agreement, "Cause" shall be deemed to exist if any of the following circumstances
exist, as determined by the Board, regardless of the timing of the precipitating events:
(i) Employee's willful failure to substantially perform his/her or his/her duties and responsibilities to
the Company;
(ii) Employee's violation of a Company policy, after receiving thirty (30) days written notice from the Company
of the policy and the Employee's conduct alleged to violate the policy, and Employee has failed to cure the violation within the 30-day
notice period;
(iii) Employee's commission of any act of fraud, embezzlement, misappropriation, breach of fiduciary duty or
duty of loyalty, dishonesty or any other intentional act of misconduct that has caused or is reasonably expected to result in material
injury to the Company;
(iv) Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutes a felony
(or local law equivalent) or any crime or offense involving moral turpitude, if such crime or offense is (A) work-related, (B) impairs
Employee's ability to perform services for the Company, or (C) results in reputational or financial
harm to the Company;
(v) the unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the
Company or any other party to whom Employee owes an obligation of nondisclosure as a result of his/her Employment with the Company; or
(vi) Employee's breach of any of his/her or his/her obligations under any written agreement or covenant with
the Company; or
(vii) the Employee has committed any act which results in either loss or damage to the Company or prejudice
to its business standing or reputation, including any social media post or public comment made on the Internet or otherwise, or through
the making of any disparaging comment or remark in any public forum or setting, provided, nothing herein prohibits Employee from making
truthful statements protected by any applicable law.
(f) Notwithstanding the foregoing, the Employee's rights and entitlements with respect to any stock options
and RSUs or any other equity incentive award or incentive bonus amount shall be in accordance with the relevant incentive plan(s) and
award agreements.
10.2 Notwithstanding
Section 10.1(a) and (c), on or following the service of notice by either party for any reason to terminate this Agreement, the
Company may at its sole and absolute discretion terminate the Employee's employment at any time and with immediate effect by providing
the Employee all payments due in lieu of the notice period (or, if applicable, the remainder of the notice period) equivalent to the Base
Salary at the date of termination for such period, in addition to the other Accrued Obligations required of the Company as set forth in
Sections 10.1(a) and 10.1(c).
9
10.3
(a) If a Change in Control occurs and, at any time during the twelve (12) month period following such Change
in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the
Employee resigns employment for Good Reason, contingent upon the Employee's execution and non-revocation of a mutual general release of
claims within twenty-one (21) days of termination in the form mutually agreed upon by the Parties, or such other time period agreed to
by the Parties, except for the Accrued Obligations which will be paid without regard to such release, the Employee shall be entitled to
receive:
(i) the Accrued Obligations together with any rights under the Company's employee benefit plans;
(ii) a lump sum cash payment, less applicable withholdings, equal to eighteen (18) months of Employee's annual
Base Salary plus one (1) additional month for each full year of service after the third (3rd) full year of service up
a maximum of twenty-four (24) months annual Base Salary together with 150% of the Short Term Bonus for the year in which termination of
employment occurs, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not
a business day, following Employee's separation from service; and
(iii) Employee's equity incentive awards shall be governed in accordance with the terms of the applicable Equity
Plans and award grant agreements.
(b) For purposes of this Section 10.3, "Good Reason" means any of the following events,
unless the Employee gives his/her express written consent thereto:
(i) a material adverse change in the Employee’s Position as in effect immediately prior to a Change
in Control. Such material adverse change shall mean a material diminution in the Employee’s duties or authority or the assignment
to the Employee of any duties or responsibilities which are materially inconsistent with such Position. Notwithstanding the foregoing,
Good Reason shall not be deemed to occur upon a change in the Employee’s duties or responsibilities that is solely a result of the
Company no longer being publicly traded;
(ii) a material reduction by the Company in the Employee’s annual Base Salary as in effect immediately
prior to a Change in Control;
(iii) a material failure by the Company to continue in effect any employee benefit program in which the Employee
is participating at the time of a Change in Control other than as a result of the normal expiration of any such employee benefit program
in accordance with its terms as in effect at the time of a Change in Control or replacement of such benefit program with a comparable
program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Employee’s
continued participation in any such employee benefit program on at least as favorable a basis to the Employee as on the date of a Change
in Control;
10
(iv) the Company requiring the Employee to be based in a location more than 50 miles from where the Employee
is based at the time of a Change in Control, except as expressly contemplated by this agreement for relocation to Phoenix, Arizona and
except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel
obligations in the ordinary course of business immediately prior to the Change in Control;
(v) the Company repudiating or breaching any of its material obligations under this Agreement; or
(vi) the Company requiring the Employee to report to a person of lesser authority or standing than that set
forth in Section 1.1; provided that a general change in overall reporting structure bona fide entered into by the Company in the
interests of improved management of its business and not limited to the individual Employee, shall not be a change in reporting responsibilities
as contemplated by this clause.
(c) Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must give notice to the
Company within 30 days following the Employee’s knowledge of an event constituting Good Reason describing the alleged failure or
action by the Company in respect of the events set out in clauses (i) to (vi) above and advising the Company of the Employee’s
intention to terminate the Employee’s employment for Good Reason. If the Employee fails to provide such notice within 30 days, such
event shall not constitute Good Reason under this Agreement. Following receipt of such notice from the Employee, the Company shall then
have 30 business days to take any required corrective action to rectify or rescind such event (and if such event is so rectified or rescinded,
such event shall not constitute Good Reason) and to notify the Employee in writing that it has completed such rectification or rescindment,
or to notify the Employee that it denies the occurrence of such event.
(d) A notice of resignation for Good Reason in accordance with the foregoing will be deemed to have occurred
within the twelve (12) month period following a Change in Control provided the Employee gives the required notice to the Company prior
to the end of such twelve (12) month period.
(e) The payments provided for in paragraph (a) under this Section 10.3 shall be inclusive of the
Employee’s entitlement to notice and severance pay at common law or by statute. The Company shall not be obligated to make any further
payments under this Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 6.
(f) For the purposes of this Agreement, “Change in Control” means any of the following
events occurring after the date hereof:
(i) a transaction or series of transactions whereby any “person” or related “group”
of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly
acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing
more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided
however that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its
Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any
acquisition which complies with Sections 10.3(f)(iii)(I), 10.3(f)(iii)(II) and 10.3(f)(iii)(III) or (iv); in respect of an Award
(as defined in the Company’s Long Term Incentive Plan) held by a particular Holder, any acquisition by the Holder or any group of
persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder);
11
(ii) the Incumbent Directors, as defined in the Company’s Long Term Incentive Plan, or successor plan,
cease for any reason to constitute a majority of the Board;
(iii) the consummation by the Company (whether
directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a
sale or other disposition of all or substantially all of the
Company’s assets in any single transaction or series of related transactions or (z) the
acquisition of assets or stock of another entity, in each case other than a transaction:
(I) which results
in the Company’s voting securities outstanding immediately before the transaction continuing
to represent (either by remaining outstanding or by being converted into voting securities
of the Company or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the Company
or such person, the “Successor Entity”)) directly or indirectly, at least
a majority of the combined voting power of the Successor Entity’s outstanding voting
securities immediately after the transaction, and
(II) after which
no person or group beneficially owns voting securities representing 50% or more of the combined
voting power of the Successor Entity; provided however that no person or group shall be treated
for purposes of this Section as beneficially owning 50% or more of the combined voting
power of the Successor Entity solely as a result of the voting power held in the Company
prior to the consummation of the transaction; and
(III) after
which at least a majority of the board of directors (or the analogous governing body)
of the Successor Entity were Board members at the time of the Board’s approval of the
execution of the initial agreement providing for such transaction; or
(iv) the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.
Notwithstanding the foregoing, if a Change
in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation that is subject to Section 409A
of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described
in subsection (i), (ii), (iii) or (iv) with respect to such payment (or portion thereof) shall only constitute a Change in Control
for purposes of the payment if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation
Section 1.409A-3(i)(S).
12
(g) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the
contrary, if any of the payments or benefits provided or to be provided by the Company to Employee or for Employee’s benefit pursuant
to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”)
within the meaning of Section 280G of the Code and would, but for this Section 10.3 be subject to the excise tax imposed under
Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or
penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation
shall be made comparing (i) the Net Benefit (as defined below) to Employee of the Covered Payments after payment of the Excise Tax
to (ii) the Net Benefit to Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise
Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced
to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced
Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign
income, employment and excise taxes. Any such reduction shall be made by the Company in its sole discretion consistent with the requirements
of Section 409A of the Code. In the event that Employee receives reduced payments and benefits, the order in which they shall be
reduced is the following: (i) cash payments under Section 10.3 that do not constitute deferred compensation within the meaning
of Section 409A of the Code; (ii) cash payments under Section 10.3 that do constitute deferred compensation, in each case,
beginning with the payment or benefits that are to be paid or provided the farthest in time from the effective date of Employee’s
termination of employment; and (iii) the rights to any acceleration of equity awards; in each case only to the extent that such reduction
would eliminate or reduce the Excise Tax.
10.4 The
Employee agrees that the notice, pay in lieu of notice (or a combination thereof) together with the benefits set out in Sections 10.1(c) or
10.3 shall be in full and final settlement of any and all actions, causes of actions, suits, claims, demands and entitlements whatsoever
which the Employee has or may have, whether pursuant to statute, common law or otherwise, against the Company and any of its directors,
officers, employees, representatives, successors and assigns, arising out of the Employee's hiring, employment and the termination of
the Employee's employment or this Agreement and the Employee expressly waives any and all entitlement to reasonable notice or pay in lieu
thereof pursuant to common law. The amounts and benefits set out in Sections 10.1(c) and 10.3 in excess of employment standards minimums
are conditional upon the Employee executing a full and final release in favor of the Company, in a form acceptable to the Company.
10.5 If
this Agreement is terminated by either party while the Employee is on site at any work location other than where the Employee is otherwise
based, regardless of the circumstances or the reason for termination, the Company will reimburse the Employee for his/her return flight
home and any change fees that are incurred by the Employee.
13
Section 11 Directorships
and Other Offices
11.1 The
Company may from time to time in its discretion require the Employee to be nominated and appointed as a director or other officer or manager
of the Company or of any of its subsidiary companies, and the Employee agrees to comply with each such request.
11.2 If
the Employee is a director or other officer or manager of the Company or of any of its subsidiary companies, the Company is not obliged
to ensure that the Employee remains a director or other officer or manager of the Company or any subsidiary. The removal of the Employee
as a director of the Company by reason of election by the Company's shareholders, or removal of the Employee as a director of a subsidiary,
or removal from that other office or management position will not amount to a breach of this Agreement or constitute Good Reason or constitute
grounds for termination with Cause.
11.3 If
the Employee is at any time not a director of the Company or of any of its subsidiary companies, then the Employee shall not be entitled
to and shall not hold himself/herself out as a director and the removal of the term "Director" from the Employee's job title
will not constitute a breach by the Company of this Agreement.
11.4 Upon
the termination of the Employee's employment by the Company for any reason (unless the Company in writing requires the Employee not to
do so) the Employee hereby agrees to resign from and vacate each and every office as director of the Company or of any of its subsidiary
companies and every other office or management position which he/she may hold in the Company or a subsidiary company to which he/she may
have been appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appoints any director of the
Company or the company secretary of the Company as his/her agent or attorney to effect each such resignation.
11.5 Notwithstanding
the provisions of Section 11.4, the Company may request the Employee to retain his/her office as a director of the Company or a subsidiary
notwithstanding the termination of his/her employment, in which case the Employee shall become a non-executive director of the Company
or of its subsidiary companies and shall be entitled to receive compensation as a non-employee director of the Company or such subsidiary.
11.6 The
Employee hereby indemnifies the Company (and their respective officers, managers and employees) in respect of any claims, losses, costs
or expenses whatsoever (including indirect and consequential damages) which may be suffered or incurred by any of them arising out of
or in connection with the Employee refusing for any reason whatsoever to resign from and/or vacate any office as a director or other position
contemplated in Section 11.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiary company.
14
Section 12 Confidential
Information
12.1 The
Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and shall not
disclose the same to any person, company or firm, directly or indirectly, during or after his/her employment by the Company except as
authorized in writing by the Board. "Confidential Information" includes, without limitation, the following types of information
or material, both existing and contemplated, regarding the Company and which is not in the public domain or publicly available: corporate
information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade
name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales, investment
and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information, including
cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including
trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects in which
the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data, organizational
structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his/her own interests,
or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company, during or
after her employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company, whether
financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property of
the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the
foregoing information to any person, partnership, company or other legal entity or to assist in the disclosure or divulging of any such
information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of Section 12
shall survive the termination of this Agreement.
12.2 The
Employee agrees that all documents of any nature pertaining to the activities of the Company, including Confidential Information, in the
Employee's possession now or at any time during the Employee's period of employment, are and shall be the property of the Company and
that all such documents and copies of them shall be surrendered to the Company when requested by the Company.
The Employee shall be permitted to retain information that pertains to himself/herself including his/her contacts.
Section 13 Non-Solicitation
13.1 The
Employee covenants and agrees that during his/her employment and for a period of twelve (12) months following the date of termination
of his/her employment, however caused, the Employee will not on his/her own behalf or on behalf of any person, whether directly or indirectly,
in any capacity whatsoever, alone, through or in connection with any person, employ, engage, offer employment or engagement to or solicit
the employment or engagement of or otherwise entice away an employee or officer of the Company, whether or not such person would commit
any breach of their contract of employment by reason of leaving their service.
13.2 Employee
agrees that the restrictions, including the duration, scope and geographic area for each, established under the covenants contained in
this Section 13 are fair, reasonable and necessary in order to protect the legitimate interests of the Company, that Employee is
receiving adequate consideration under this Agreement for such obligations, and that such obligations will not prevent the Employee from
earning a livelihood during the time periods covered by the restrictive covenants.
13.3 In
the event Employee has violated any of the covenants contained in this Section 13, the time period covered by the restrictive covenant
shall be tolled during the period in which the violation was occurring.
13.4 The
Employee agrees that a breach by his/her of any of the covenants contained in this Section 13 would result in the Company suffering
damages which could not adequately be compensated by monetary award. Accordingly, the Employee agrees that in the event of any such breach
or threatened breach, in addition to all other remedies available at law or in equity, the Company will be entitled as a matter of right
to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without
the necessity of posting any bond or other security.
13.5 The
Employee further agrees that a breach by his/her of any of the covenants contained in this Section 13 constitutes Cause to terminate
the Employee's employment.
15
Section 14 Representations
and Warranties
The Employee represents and
warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation
or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment,
written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee's property is currently
bound.
Section 15 Governing
Law
This Agreement shall be construed
and enforced in accordance with the laws of Arizona, without reference to principles of conflicts of laws. Any action or proceeding brought
by a party arising out of or in connection with this Agreement shall be brought solely in a court of competent jurisdiction located in
Arizona. To the extent permitted by law, the parties agree not to contest such exclusive jurisdiction or seek the transfer of any action
relating to such dispute to any other jurisdiction. Each of the parties hereby submits to personal jurisdiction and waives any objection
as to venue in Arizona.
Section 16 Entire
Agreement
This Agreement constitutes
the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all
prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof.
Section 17 Amendments
No amendment to or variation
of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both Parties
hereto.
Section 18 Assignment
This Agreement is not assignable
by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common
control with the Company. This Agreement shall ensure to the benefit of and be binding upon the Company and its successors and permitted
assigns and the Employee and his/her heirs, executors and administrators.
Section 19 Survival
Any provision of this Agreement
which expressly states that it is to continue in effect after termination of this Agreement or the Employee's employment, or which by
its nature would survive the termination of this Agreement or the Employee's employment, shall do so, regardless of the manner or cause
of termination.
Section 20 Severability
Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition
or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.
16
Section 21 Headings
The division of this Agreement
into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation
of this Agreement.
Section 22 Time
of Essence
Time shall be of the essence
in all respects of this Agreement.
Section 23 Notice
23.1 Any
notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given
if delivered personally, by electronic transmission, or if sent by prepaid registered mail to the intended recipient of such notice at
their respective addresses set forth below or to such other address as may, from time to time, be designated by notice given in the manner
provided in this Section:
(a) in the case of the Company:
Ivanhoe Electric Inc.
450 E. Rio Salado Parkway
BOX #4
Tempe, AZ 85281
Attention: Human Resources
Email: humanresources@ivanhoeelectric.com
(b) in the case of the Employee, at the address set forth on the first page hereof.
23.2 Any
notice hand-delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered
or, if such day is not a business day, then on the next business day following any such day. Any notice delivered by registered mail shall
be deemed to have been given and received on the 10th business day following the date of mailing. In the case of facsimile transmission,
notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the
sender receives a transmission confirmation report or, if the sender's facsimile machine is not equipped to issue a transmission confirmation
report, the recipient confirms in writing that the notice has been received. In the case of e-mail transmission, notice is deemed to have
been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the recipient confirms by e-mail
or telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to have been given to the Employee
while on site or traveling to and from a site unless such notice is hand-delivered to the Employee, or the Employee confirms that he/she
has received delivery of the notice by another method.
Section 24 Independent
Legal Advice
The Employee agrees that he/she
has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read
this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue
influence from any party.
Section 25 Counterparts
This Agreement may be executed
in counterparts and shall become operative when each party has executed and delivered at least one counterpart.
Signature page to follow.
17
IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year first above written.
IVANHOE ELECTRIC
INC.
/s/
Taylor Melvin
Authorized Signatory
SIGNED by the Employee
in the presence of:
/s/
Michelle Lammers
Michelle Lammers
/s/Jaspreet
Brah
Jaspreet
Brah
Witness
Witness
Name
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2622220d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
August 5, 2026
Ivanhoe Electric
Strengthens Management Team with Addition
of Michelle Lammers as Chief Operating Officer and Daniel
Worthy as Senior Vice President of
Operations
Ms. Lammers
Brings Over 20 Years of Leadership Experience
in Copper Mining, Processing, and Project Development in the
United States with ASARCO
LLC
Mr. Worthy
Brings Over 20 Years of Extensive Underground
Mining Experience, Including Leadership Positions at Nevada
Gold Mines, Barrick, and
Gold Fields
Glen Kuntz, Senior
Vice President of Mine Development,
Continues Leading the Company’s Engineering and Design of
the Santa Cruz Copper Project
The Santa Cruz
Copper Project Updated Preliminary Feasibility
Study Remains on Track for Completion in September 2026
PHOENIX, ARIZONA – Ivanhoe
Electric Inc. (“Ivanhoe Electric”) (NYSE American: IE; TSX: IE) Executive Chairman Robert Friedland and President and Chief
Executive Officer Taylor Melvin are pleased to announce the addition of two experienced mining professionals to the executive management
team of Ivanhoe Electric. Michelle Lammers will join as Chief Operating Officer of the Company, and Daniel Worthy will join as Senior
Vice President, Operations and General Manager for the Santa Cruz Copper Project in Arizona. The effective date for both Ms. Lammers
and Mr. Worthy is September 1, 2026.
1
Ms. Lammers joins Ivanhoe Electric
after more than twenty years with Tucson-based ASARCO LLC (the American Smelting and Refining Company, or “ASARCO”). ASARCO,
a United States subsidiary of Grupo Mexico, is an integrated copper mining, smelting and refining company with approximately 1,700 employees.
ASARCO operates three copper mining operations in Arizona and owns a smelter in Arizona and a copper refinery in Texas. Ms. Lammers
began her career with ASARCO in 2001 as a Metallurgical Engineer and progressed through various operational, project development, and
project leadership roles. She served as General Manager of the Ray Mine and Project Manager for the Mammoth Heap Leach Facility at the
Silver Bell Mine in Arizona. Ms. Lammers' most recent role is Operations Director – USA, with responsibility for ASARCO’s
United States mining operations, the Copper Basin Railway infrastructure system, and operational development and continuous improvement
programs across the company’s assets.
Mr. Worthy joins Ivanhoe Electric
from Nevada Gold Mines, a joint venture between Barrick and Newmont created in 2019. Nevada Gold Mines is the largest integrated gold-producing
complex in the world. Mr. Worthy has over twenty years of experience across large-scale underground and open-pit operations and
project development. He was most recently the General Manager, Technical Services at Nevada Gold Mines, and previously served as General
Manager of the Cortez Mine in Nevada and the Hemlo Mine in Ontario, Canada. His extensive underground mining experience includes serving
as Manager of Underground Mining at Leeville, Cortez Hills, and Goldrush mining operations in Nevada, and various leadership roles with
Gold Fields in Australia.
As General Manager, Mr. Worthy
will have day-to-day responsibility for all operating activities at the Santa Cruz Copper Project in Arizona. He will lead the site team
through construction, commissioning, ramp-up, and operations, with responsibility for safety, contractor performance, workforce development,
and overall site execution.
Ms. Lammers and Mr. Worthy
will work closely with Glen Kuntz, who will continue his leadership of the engineering and design activities for the Project, including
the completion of the updated Preliminary Feasibility Study that is expected to be completed in September. With the addition of Ms. Lammers
and Mr. Worthy, Ivanhoe Electric has built a team of experienced mining leaders to drive the detailed engineering, construction,
and operation of the Santa Cruz Copper Project in Arizona.
Mr. Friedland commented: “It
takes exceptional people to build mines, and with the addition of Michelle Lammers and Dan Worthy we are adding over 40 years of leadership
and operations experience as we transition our Santa Cruz Copper Project from engineering into construction and, ultimately, production.
With Michelle and Dan working alongside Glen Kuntz and his engineering professionals, we have a stronger leadership team to advance our
Santa Cruz Project. Michelle and Dan have demonstrated their abilities to lead large-scale copper operations, bulk underground mining
operations, and development projects in the United States. They bring a strong track record of successful, operations-focused leadership
to guide our team as we build America’s next large-scale copper producer that will support American energy and technology infrastructure,
supply chain security, and national defense.”
2
Mr. Melvin commented: “We
are excited to add Michelle and Dan to our leadership team at Ivanhoe Electric. Their decades of combined operating experience are the
perfect complement to the excellent work completed to date by Glen Kuntz and his team of engineering professionals. We have built an
experienced, disciplined and safety-focused team to advance our modern, high-grade, Santa Cruz Copper Project in Arizona though the Preliminary
Feasibility Study Update and into construction. Michelle and Dan’s decision to join Ivanhoe Electric is a testament to the high
quality of our existing team and the exciting potential of our Santa Cruz Project. I look forward to working with Michelle and Dan.”
Santa Cruz Copper
Project
The Santa Cruz Copper Project is
an advanced-stage, high-grade underground copper project located entirely on private land in Arizona. Santa Cruz is designed to use heap
leaching and solvent extraction-electrowinning to produce 99.99% pure copper cathode onsite without the need for smelting. The Project’s
updated Preliminary Feasibility Study (“PFS”) is on track for completion in September 2026. The updated PFS will incorporate
the engineering and mine access design associated with the Company’s previously announced purchase of a Robbins cross-over tunnel
boring machine (refer to Ivanhoe Electric's May 11, 2026, news release).
About Ivanhoe Electric
We are a United States-based, technology-driven
minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation,
manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States,
led by our advanced-stage Santa Cruz Copper Project in Arizona. We operate exploration joint ventures and alliances in Saudi Arabia with
Maaden, in Chile with Sociedad Química y Minera de Chile ("SQM"), and in the United States with BHP. We use our powerful
Typhoon™ geophysical surveying system, together with advanced data analytics software provided by our subsidiary, Computational
Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical
metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored
and has the potential to yield major new discoveries of critical metals.
3
We are committed to the establishment
of strong relationships with our local communities and the responsible development of our projects by incorporating best practices for
health, safety and environmental standards, water management, protection of local cultural heritage and biodiversity, and minimizing
our environmental footprint.
Website: www.ivanhoeelectric.com
Contact Information
Mike Patterson
Vice President, Investor Relations
and Business Development
Email: mike@ivnelectric.com
Phone: 1-480-601-7878
Follow us on
Ivanhoe Electric’s Executive
Chairman Robert Friedland: @robert_ivanhoe
Ivanhoe Electric: @ivanhoeelectric
Ivanhoe Electric’s investor relations
website located at www.ivanhoeelectric.com should be considered as Ivanhoe Electric’s recognized distribution channel for
purposes of the Securities and Exchange Commission’s Regulation FD.
Forward-Looking Statements
Certain statements in this news release
constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable U.S.
and Canadian securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Ivanhoe Electric, its projects, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements
can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”,
“expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict”, “target”, “project” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved. These statements reflect Ivanhoe Electric’s current expectations regarding future events, performance
and results and speak only as of the date of this news release.
4
Such statements in this news release
include, without limitation, statements relating to: completion of the updated Preliminary Feasibility Study for the Santa Cruz Copper
Project in September 2026; and the engineering, design, construction, and operation of the Santa Cruz Copper Project.
Forward-looking statements are based
on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to significant
risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due
to various factors, including changes in the prices of copper or other metals Ivanhoe Electric is exploring for; the results of exploration
and drilling activities and/or the failure of exploration programs or studies to deliver anticipated results or results that would justify
and support continued exploration, studies, development or operations; the final assessment of exploration results and information that
is preliminary; the significant risk and hazards associated with any future mining operations, extensive regulation by the U.S. government
as well as local governments; changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure
of parties to contracts with Ivanhoe Electric to perform as agreed; and the impact of political, economic and other uncertainties associated
with operating in foreign countries, and the impact of the COVID-19 pandemic and the global economy. These factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements and risk factors described in Ivanhoe Electric’s
Annual Report on Form 10-K filed and other disclosures with the U.S. Securities and Exchange Commission.
No assurance can be given that such
future results will be achieved. Forward-looking statements speak only as of the date of this news release. Ivanhoe Electric cautions
you not to place undue reliance on these forward-looking statements. Subject to applicable securities laws, Ivanhoe Electric does
not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring
after the date of this news release, and Ivanhoe Electric expressly disclaims any requirement to do so.
5
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Aug. 03, 2026
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