Ivanhoe Electric : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On May 9, 2024, Ivanhoe Electric Inc. (the "Company") entered into a compensation and change of control arrangement with Robert Friedland with respect to his services as the Executive Chairman of the Company. The arrangement is set forth in a letter to Mr. Friedland dated May 9, 2024 (the "Compensation Letter").

Pursuant to the terms of the Compensation Letter, Mr. Friedland is entitled to an annual base salary of $500,000 per year ("Base Salary"), effective from January 1, 2024. Mr. Friedland will be eligible on an annual basis to receive short-term and long-term incentive awards, with a short-term bonus target of 100% of his Base Salary ("Short Term Bonus") and a long-term bonus target of 200% of his Base Salary ("Long Term Bonus"), 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. Short Term Bonus and Long Term Bonus shall be awarded in a form of equity as determined by the Board of Directors and pursuant to the Company's equity based incentive plans and associated award agreements.

Compensation covered in the Compensation Letter is subject to annual review.

In the event of a Change of Control (as defined in the Compensation Letter) where Mr. Friedland's services as Executive Chairman are terminated during the 12 month period following such Change in Control, then Mr. Friedland will be entitled to receive a lump sum cash payment, less applicable withholdings, equal to 18 months of his annual Base Salary and his equity incentive awards shall be governed in accordance with the terms of the applicable plans and award grant agreements.

The foregoing summary of the Compensation Letter does not purport to be a complete description of the Compensation Letter and is qualified in its entirety by reference to the full text of the Compensation Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.