SECOND AMENDED AND RESTATED IVANHOE ELECTRIC INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 5, 2022, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Corporation”), I-PULSE INC., a Delaware corporation (“I-Pulse”), CASTELNAU LLC (f/k/a Ivanhoe Industries, LLC), a Delaware limited liability company (“Castelnau”), Robert Friedland, an individual (“RF” and, together with Castelnau, the “Ivanhoe Parties”) and each of the investors listed on Schedule A hereto (the “Investors”). The Corporation, I-Pulse, the Ivanhoe Parties and the Investors hereto are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
IVANHOE ELECTRIC INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 10, 2021, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Company”), and CENTRAL ARIZONA RESOURCES, LLC, an Arizona limited liability company (“CAR”).
IVANHOE ELECTRIC INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 5, 2022, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).
FIRST AMENDMENT TO UNSECURED CONVERTIBLE SENIOR NOTESUnsecured Convertible Senior Notes • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE SENIOR NOTES (this “First Amendment”), dated as of April 5, 2022, is made by and between IVANHOE ELECTRIC, INC., a Delaware corporation (the “Company”), and the holders of the Series 1 Notes (as defined below) (the “Holders”).
PURCHASE AND SALE AGREEMENT (Gemini Group Properties)Purchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah corporation, [***], a Nevada corporation, [***], a Utah limited liability company, and [***], a Utah business trust (collectively “Seller”), and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
ContractConvertible Promissory Note • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS UNSECURED CONVERTIBLE PROMISSORY SERIES 2 NOTE (THIS “SERIES 2 NOTE”) AND THE SECURITIES INTO WHICH THIS SERIES 2 NOTE IS CONVERTIBLE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION AGREEMENT BETWEEN IVANHOE ELECTRIC INC. (THE “COMPANY”) AND THE SUBSCRIBER THERETO, PROVIDING FOR, AMONG OTHER MATTERS, RESTRICTIONS ON TRANSFER OF THIS SERIES 2 NOTE AND SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
FIRST AMENDMENT TO IVANHOE ELECTRIC, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”) is entered into as of June 28, 2021, by and among IVANHOE ELECTRIC INC., a Delaware corporation (the “Corporation”), I-PULSE, INC., a Delaware corporation (“I-Pulse”), and each of the undersigned Investors. The Corporation, I-Pulse, and the Investors party hereto are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
PURCHASE AND SALE AGREEMENT (Mammoth Group Properties)Purchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between [***], a Utah limited liability company, [***], a Utah corporation, [***], a Nevada corporation, [***], a Utah limited liability company, [***], a Utah corporation, [***], and SPENST M. HANSEN, AKA SPENST HANSEN, an individual (collectively “Seller”), and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
PURCHASE AND SALE AGREEMENT (Northstar Group Properties)Purchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the “Effective Date”), by and between [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Nevada corporation, [***], a Utah corporation, [***], a Utah corporation, [***], a Utah corporation, and [***], a Utah business trust (collectively “Seller”, whose address is [***]; and HIGH POWER EXPLORATION, INC., a Delaware corporation and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”, whose address is 654-999 Canada Place, Vancouver, BC, Canada V6C 3E1).
OPTION AGREEMENT FOR PURCHASE AND SALE (Pinal County, Arizona)Option Agreement for Purchase and Sale • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
THIS OPTION AGREEMENT FOR PURCHASE AND SALE (“Agreement”) is made and entered into as of this 16th day of August, 2021 (the “Effective Date”), by and between DRH ENERGY, INC., a Colorado corporation, with an address of 1341 Horton Circle, Arlington, Texas 76011 (“Seller”), and CENTRAL ARIZONA RESOURCES, LLC, an Arizona limited liability company, with an address of 151 East Broadway, Suite 1600, Tucson, AZ 85711 (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 19 day of October, 2017 (the “Effective Date”), by and between SPENST M. HANSEN, a natural person and resident of Utah, [***], a Utah corporation, [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah business trust, and [***], a Utah limited liability company (collectively “Seller”), and HIGH POWER EXPLORATION INC., a Delaware corporation, and HPX UTAH HOLDINGS INC., a Utah corporation (collectively, “Buyer”).
HIGH POWER EXPLORATION INC. AND IVANHOE ELECTRIC INC. TRANSITION SERVICES AGREEMENT Dated April 30, 2021Transition Services Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Transition Services Agreement dated April 30, 2021 among High Power Exploration Inc., a corporation incorporated under the Laws of Delaware ("HPX") and Ivanhoe Electric Inc., a corporation incorporated under the laws of Delaware ("IE").
ASSIGNMENT AGREEMENTAssignment Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 23, 2012 by and between I-Pulse Inc., a company organized under the laws of the state of Delaware (formerly known as Bfield USA Inc.) (“I-Pulse”), and High Power Exploration Inc., a company organized under the laws of the state of Delaware (formerly known as GoviEx IP Holdings Inc. and the assignee of a patent license from Govi High Power Exploration Inc.) (“HPX Delaware”) (each, a “Party,” and collectively, the “Parties”).
AGREEMENT AMENDMENTShareholder Agreements • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Global Mining Management (BVI) Corp., a British Virgin Islands corporation having an office at #654-999 Canada Place, Vancouver, British Columbia Canada V6C 3E1
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 23, 2012 by and between High Power Exploration Inc., a company organized under the laws of the state of Delaware (formerly known as GoviEx IP Holdings Inc. and the assignee of a patent license from Govi High Power Exploration Inc.) (“HPX Delaware”) and GEO27 S.ar.l., a company organized under the laws of Luxembourg (“GEO27”), and (each, a “Party,” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENT (Oldroyd Properties)Purchase and Sale Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Utah
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 14 day of June, 2019 (the “Effective Date”), by and between [***], an individual, whose address is [***] (“Seller”), and TINTIC COPPER AND GOLD, INC., a Utah corporation, whose address is 201 S. Main St., Suite 1100, Salt Lake City, Utah 81111 (“Buyer”).
contribution agreementContribution Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Global Mining Management Corporation, a body corporate having an office at Suite 654 – 999 Canada Place, Vancouver, British Columbia, CANADA V6C 3E1
ContractUnsecured Convertible Promissory Note • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION AGREEMENT BETWEEN IVANHOE ELECTRIC INC. (THE “COMPANY”) AND THE SUBSCRIBER THERETO, PROVIDING FOR, AMONG OTHER MATTERS, RESTRICTIONS ON TRANSFER OF THIS NOTE AND SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
AMENDMENT AND NOVATION AGREEMENTAmendment and Novation Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • New York
THIS AMENDMENT AND NOVATION AGREEMENT (this “Agreement”) is entered into as of March 23, 2012 by and among High Power Exploration Inc., a company organized under the laws of the state of Delaware (formerly known as GoviEx IP Holdings Inc. and the assignee of a patent license from Govi High Power Exploration Inc.) (“HPX Delaware”), GEO27 S.ar.l., a company organized under the laws of Luxembourg (“GEO27”) and HPX TechCo Inc., a company organized under the laws of the British Virgin Islands (formerly known as GoviEx TechCo Inc.) (“HPX TechCo”), (each, a “Party,” and collectively, the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • British Columbia
Global Mining Management Corporation, a body corporate having an office at Suite 654 – 999 Canada Place, Vancouver, British Columbia, CANADA, V6C 3E1
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware
SURFACE USE AGREEMENTSurface Use Agreement • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Arizona
THIS SURFACE USE AGREEMENT (the “Agreement”) is made and entered into effective as of this 3rd day of August, 2021 (the “Effective Date”), by and between Legends Property, LLC, a Delaware limited liability company, whose address is c/o The Wolff Company, 6710 E. Camelback Rd., Scottsdale, AZ 85251 (hereinafter referred to as “Legends”), and Central Arizona Resources Mining Associates LLC, a Nevada limited liability company, whose address is 5151 East Broadway, Suite 1600, Tucson, AZ 85711 (hereinafter referred to as “CAR”). Each of Legends and CAR may be hereinafter referred to individually as a “Party” and they may be collectively referred to as the “Parties.”
