Ivanhoe Electric (IE) - 2025 Q3 - Quarterly Results

Amendment Agreement Details This section outlines the parties involved and the specific purpose of the second amendment to the Shareholders' Agreement Parties to the Agreement This Amendment Agreement is made between four key parties: Saudi Arabian Mining Company (Ma'aden), Ivanhoe Electric Mena Holdings Ltd. (IE Mena), Ivanhoe Electric Inc. (IE Parent), and Ma'aden Ivanhoe Electric Exploration and Development Limited Company - The parties involved in this amendment are Ma'aden, IE Mena, IE Parent, and Ma'aden Ivanhoe Electric Exploration and Development Limited Company[2][5] Purpose and Scope of Amendment This document represents the second amendment to the Shareholders' Agreement (SHA) originally dated July 6, 2023, primarily modifying specific terms concerning exploration licenses - This is Amendment 2 to the Shareholders' Agreement (SHA) dated July 6, 2023, with a previous amendment on November 1, 2023[1][5] - The amendment specifically targets Part 1 Exploration Licenses of Schedule 6 (Ma'aden Land Area) of the SHA[5] Schedule 6 Amendments: Exploration Licenses This section details the addition of new exploration licenses to Schedule 6, categorized into converted applications and newly introduced licenses Group A Additions: Converted Exploration Licenses This section details the addition of numerous exploration licenses that were previously applications and have now been converted into active licenses, primarily in Najran and Wadi Ad Dawasir A regions - The amendment includes the insertion of a table into Part 1 of Schedule 6, reflecting the addition of new Exploration Licenses from previously applied applications[5] Najran Exploration Licenses Fifty exploration licenses have been added in the Najran region, covering approximately 4,199.99 km², issued between January 1-3, 2025, and expiring between December 2029 and January 2030 Summary of Najran Exploration Licenses (Group A) | Metric | Value | | :--- | :--- | | Number of Licenses | 50 | | Total Area | ~4,199.99 km² | | Issue Dates | Jan 1-3, 2025 | | Expiry Dates | Dec 2029 - Jan 2030 | Wadi Ad Dawasir A Exploration Licenses Sixty-three exploration licenses have been added in the Wadi Ad Dawasir A region (Riyadh), encompassing approximately 6,284.99 km², issued between January 1-3, 2025, and expiring between December 2029 and January 2030 Summary of Wadi Ad Dawasir A Exploration Licenses (Group A) | Metric | Value | | :--- | :--- | | Number of Licenses | 63 | | Total Area | ~6,284.99 km² | | Issue Dates | Jan 1-3, 2025 | | Expiry Dates | Dec 2029 - Jan 2030 | Group B Additions: New Exploration Licenses This section introduces a new set of exploration licenses, categorized as 'Group B Additions,' located across various regions including Madinah and Hail, with different issue and expiry dates - The amendment includes 'Group B Additions' which are new exploration licenses[11] Al Mahad Exploration Licenses Three new exploration licenses have been added in the Al Mahad group within the Madinah region, covering approximately 146.103 km², issued on June 9, 2021, and expiring on April 16, 2026 Summary of Al Mahad Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 3 | | Total Area | ~146.103 km² | | Issue Date | Jun 9, 2021 | | Expiry Date | Apr 16, 2026 | Baara Exploration Licenses One new exploration license has been added in the Baara group within the Madinah region, covering an area of approximately 99.831 km², issued on June 9, 2021, and expiring on April 16, 2026 Summary of Baara Exploration License (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 1 | | Total Area | ~99.831 km² | | Issue Date | Jun 9, 2021 | | Expiry Date | Apr 16, 2026 | La Huf Exploration Licenses Two new exploration licenses have been added in the La Huf group within the Madinah region, covering approximately 152.91 km², issued on August 1, 2020, and expiring on June 6, 2025, with a renewal application pending Summary of La Huf Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 2 | | Total Area | ~152.91 km² | | Issue Date | Aug 1, 2020 | | Expiry Date | Jun 6, 2025 | | Status | Under renewal application | Musayna'ah Exploration Licenses Twelve new exploration licenses have been added across the Musayna'ah groups within the Hail region, covering approximately 945.91 km², with various issue and expiry dates Summary of Musayna'ah Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 12 | | Total Area | ~945.91 km² | | Issue Dates | Jun 9, 2021; Jul 28, 2022; Jun 28, 2022 | | Expiry Dates | Apr 16, 2026; Jun 4, 2027; May 6, 2027 | General Terms and Affirmations This section clarifies the impact of the amendment on license applications, affirms the continuity of the original agreement, and outlines applicable clauses and required actions Effect of Amendment on License Applications The amendment stipulates that 'Group A Additions,' now converted to exploration licenses, will be removed from Part 2 (Exploration License Applications) of Schedule 6 of the Shareholders' Agreement - Exploration License Applications corresponding to 'Group A Additions' are to be removed from Part 2 of Schedule 6, as they have been converted to Exploration Licenses[12] Continuity of Original Shareholders' Agreement Except for the specific changes outlined in this amendment, all other provisions of the original Shareholders' Agreement (SHA) remain fully effective and confirmed - The amendment constitutes a variation of the SHA in accordance with Clause 36.7 (Amendment) of the SHA[12] - All other provisions of the SHA (as amended) are confirmed and remain in full force and effect[12] Applicable Clauses and Further Actions The parties agree that specific clauses from the original SHA will apply to this Amendment Agreement, and all parties are obligated to undertake necessary actions to fully implement its terms - Specific clauses from the original SHA (1.2, 31, 32, 33, 35, 36.5, 36.7, 36.8, 36.9, 36.10) are incorporated into this Amendment Agreement[12] - Each party is responsible for doing all acts, executing documents, and taking necessary steps to give full effect to this Agreement[12] Execution of Agreement This section documents the formal execution of the Amendment Agreement by all involved parties and their authorized representatives Signatures of Parties The Amendment Agreement was formally entered into by all parties on June 25, 2025, with authorized representatives providing their signatures and titles - The Agreement was entered into on June 25, 2025 (29/12/1446H)[1][13] Authorized Signatories | Party | Name | Title | | :--- | :--- | :--- | | SAUDI ARABIAN MINING COMPANY (MA'ADEN) | Robert Wilt | Chief Executive Officer | | Ivanhoe Electric Inc. | Taylor Melvin | President and CEO | | IVANHOE ELECTRIC MENA HOLDINGS LTD. | Graham Boyd | Director | | MA'ADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY | Louis Irvine | Chairman | | MA'ADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY | Quentin Markin | Board Member |