EXHIBIT 10.1

Exhibit 10.1

** **

Execution Version

7 July 2026

(corresponding to 22/01/1448H)

SAUDI ARABIAN MINING COMPANY (MAADEN)

and

IVANHOE ELECTRIC MENA HOLDINGS LTD.

and

IVANHOE ELECTRIC INC.

and

MAADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY

TABLE OF CONTENTS

**THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT **is made and entered into on 7 July 2026 (corresponding to 22/01/1448H)

BETWEEN:

Maaden, IE Mena and IE Parent are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS:

**NOW, THEREFORE, **in consideration of the covenants contained herein and intending to be legally bound, the Parties hereby agree as follows:

Whenever used herein and written in initial capital letters, the following terms shall have the meanings respectively defined:

“Additional Funding” has the meaning given to it in Clause 12.2 (Further Funding);

“Additional Land Areas” has the meaning given to it in Clause 7.2.1(C) (Identification and Acquisition of Land Areas);

“Additional Licenses” has the meaning given to it in Clause 9.2 (Acquisition of further Mineral Rights);

“Affiliate” means any person that, directly or indirectly, Controls, is under common Control with, or is Controlled by, another person;

“Affiliate Transferee” has the meaning given to it in Clause 27.2 (Transfers to Affiliates);

“Aggregate Equity Interests” means the aggregate of the respective Equity Interests held by all the Shareholders, being one hundred percent (100%);

“Agreement” means this shareholders agreement as originally entered into between the Parties on the Effective Date, as amended on 1 November 2023 and on 25 June 2025 and as amended and restated as at the date first written above, as it may be amended or supplemented from time to time, together with all Schedules;

“Agreement of Adherence” means the agreement of adherence in the form annexed to this Agreement as Schedule 1 (Form of Agreement of Adherence);

“Anti-Money Laundering Laws" has the meaning given to it in Clause 25.1.3 (Mutual Representations and Warranties);

“Applicable Law” means, in respect of a Party, any law, statute, regulation, rule, executive order, decree, code of practice, circular, treaty, convention, guidance note or injunction of, or made by, any Competent Authority, which is binding on and/or enforceable against such Party or which imposes any obligation on such Party or would subject such Party to any penalty or loss of benefits as a result of non-

compliance by such Party, including, specifically, the laws of the Kingdom including with respect to Saudization;

“Approvals and Consents” means approvals, confirmations, consents, licenses, permits and other authorisations which are required by a Competent Authority and/or Applicable Law in order to form, operate and to continue operating the Company and the Business;

“Approving Shareholder” has the meaning given to it in Clause 7.4.1 (Sole Risk – Joint Venture Land (Exploration Phase));

“Area of Interest” has the meaning given to it in Clause 9.1.1 (Creation of Area of Interest);

“Articles of Association” means the articles of association of the Company, as amended and restated from time to time;

“At Cost Basis” means:

“Blocking Shareholder” has the meaning given to it in Clause 7.4.1 (Sole Risk – Joint Venture Land (Exploration Phase));

“Board” or “Board of Directors” means the board of directors of the Company from time to time;

“Board Deadlock” has the meaning given to it in paragraph 4 of Schedule 4 (Meetings of the Board);

“Board Deadlock Committee” has the meaning given to it in paragraph 6 of Schedule 4 (Meetings of the Board);

“Board Deadlock Notice” has the meaning given to it in paragraph 5 of Schedule 4 (Meetings of the Board);

“Budget” means a description in reasonable detail of operations to be conducted and objectives to be accomplished by the Company for a given period together with a detailed estimate of all sales revenues and other income to be received by, and all operating and capital costs to be incurred by, the Company, together with a funding plan (if relevant) including any proposed Additional Funding required by the Company with respect to such operations and shall include each Designated Project Budget and each Exploration Budget;

“Business” means the Company’s business of undertaking exploration for prospective mineral deposits and the operation, management and development of mines and the production of minerals including the operation of the Company in accordance with the applicable Mining Licenses and all other matters reasonably incidental thereto;

“Business Days” means a day (other than Friday, Saturday and Sunday) on which banks are open for normal business in Riyadh;

“Capital Contributions” means contributions to the share capital of the Company occurring by way of Cash Contributions or the conversion of outstanding amounts under the Shareholder Loans, including for the avoidance of doubt, the contributions of IE Mena and Maaden described in Recital (G);

“Cash Contributions” has the meaning given to it in Clause 12.2 (Further Funding);

“Cessation of Operatorship Event” means any of the following:

“CGI” means Computational Geosciences Inc. a corporation incorporated under the laws of Canada, with registration number 752331-9, having its registered office at Endeavor Law Corporation, 300 - 1055 West Hastings Street, Vancouver BC V6E 2E9, Canada;

“Chairperson” means the Chairperson of the Board of the Company appointed in accordance with Clause 17.3.1 (Chairperson);

“Change of Control” means in respect of any Shareholder or Guarantor (as the case may be), if a person who directly or indirectly has Control of the Shareholder or Guarantor as at the Effective Date ceases to do so, or if a person obtains direct or indirect Control of the Shareholder or Guarantor after the Effective Date;

“CJVP Program and Budget” has the meaning given to it in Clause 7.1.4 (Exploration Term);

“Commercial Registration Certificate” means the commercial registration certificate issued by MoC;

“Companies Law” means the Companies Regulations issued pursuant to Royal Decree No. M132 dated 01/12/1443H (corresponding to 30 June 2022), including any amendment, supplement, replacement or other modification thereto from time to time;

“Competent Authority” means a governmental, supranational, local government, statutory or regulatory body or any subdivision thereof and any ministerial or governmental, quasi-governmental or other regulatory department, body, instrumentality, agency or official court or tribunal (including any arbitration tribunal or forum) having jurisdiction over the Company and/or any Party;

“Confidential Information” has the meaning given to it in Clause 26.1.1 (Confidential Information);

"Confirmatory Acceptance Testing" has the meaning given to it in Clause 2.5(g) of the TEPTSA;

“Continuing Joint Venture Project” has the meaning given to it in Clause 7.1.4 (Exploration Term);

“Control” means the power of a person to secure either by means of the holding of shares or the possession of voting power in or in relation to the person concerned or by virtue of any powers conferred by the articles of association or other document regulating that person, that its affairs are conducted in accordance with the wishes of that person and the words “Controlled” and “Controlling” and their cognates shall be construed accordingly;

“Cooling-Off Period” has the meaning given to it in Clause 32.1.2 (Initial Resolution Efforts);

“CSR” means Corporate Social Responsibility;

“Current TyphoonTM Unit” means a 3D DC-resistivity induced polarization and electromagnetic geophysical electrical transmitter known as Typhoon™;

“Data Services Agreement” means the data services agreement entered into between CGI and the Company on or around the Effective Date;

“Default” has the meaning given to it in Clause 29.3 (Default);

“Default Notice” has the meaning given to it in Clause 29.4 (Default Notice);

“Defaulting Shareholder” has the meaning given to it in Clause 29.3 (Default);

“Delegation of Authorities” means the delegation of authorities approved by the Board from time to time;

“Designated Project” has the meaning given to it in Clause 8.1 (Creation of Designated Project);

“Designated Project Budget” means a description in reasonable detail of operations to be conducted and objectives to be accomplished by the Company for a given period with respect to a Designated Project together with a detailed estimate of all sales revenues and other income to be received (if any) by, and all operating and capital costs to be incurred by, the Company, together with a funding plan (if relevant) including any proposed Additional Funding required by the Company with respect to such Designated Project;

“Designated Project Designation” means any Designated Project that has been designated in accordance with Clause 8.1 (Creation of Designated Project);

"Designated Project Holding Structure" has the meaning given to it in Clause 8.2.5 (Following Designated Project Designation);

“Director” means a member of the Board of Directors;

“Dispute” has the meaning given to it in Clause 32.1.1 (Initial Resolution Efforts);

“Dispute Notice” has the meaning given to it in Clause 32.1.1 (Initial Resolution Efforts);

“Distribution” means:

“Economic Concentration” means any action that results in a total or partial transfer of ownership of assets, rights, equity, stocks, shares, or liabilities of an entity to another by way of merger, acquisition, takeover, or the joining of two or more

managements in a joint management, or by any other means, whether directly or indirectly;

“Effective Date” means 6 July 2023;

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre-emption right, option and any other encumbrance or third party right or claim of any kind;

“Equity Interest” means the equity interest of a Shareholder in the Company, as determined in accordance with Clause 3.2 (Shareholders’ Equity Interest);

“Excluded Maaden Land” means any land, other than the Maaden Land or the Substitute Maaden Land, in relation to which Maaden holds any rights or interest including, but not limited to, an Exploration License or Exploitation License;

“Exploitation License” means a document issued by MIMR which constitutes approval to extract ores and minerals (by mining or quarrying), including any direct or indirect activity required for such purpose;

“Exploration Area” means, collectively, (i) the Maaden Land, (ii) any Substitute Maaden Land; (iii) any Additional Land Areas contributed to, or acquired by, the Company; or (iv) any Joint Venture Land;

“Exploration Budget” means a description in reasonable detail of operations to be conducted and objectives to be accomplished by the Company for a given period with respect to the Exploration Phase, together with a detailed estimate of all operating and capital costs to be incurred by, the Company, together with a funding plan (if relevant) including any proposed Additional Funding required by the Company with respect to such operations;

“Exploration Director” means the exploration director of the Company from time to time;

“Exploration Drilling Stage” has the meaning given to it in Clause 7.3.4 (Exploration Stages);

“Exploration License” means a document issued by MIMR which constitutes approval to conduct a detailed activity leading to the discovery of deposits, using geological, geophysical or geochemical methods, different types of drilling or any other appropriate method in any location to determine the presence, extensions, quantities, types and mining viability of such deposits and includes:

“Exploration License Applications” means applications for Exploration Licenses to explore for all of the metals set forth in Schedule 7 (Metals) in and on: (i) the Maaden Land; (ii) the Joint Venture Land; and/or (iii) any Additional Land Areas contributed to, or acquired by, the Company, including those which as at the Effective Date have been applied for by Maaden and recorded in the License Register from time to time (if any);

“Exploration Phase” shall mean, together, (i) identification of the land areas in accordance with Clause 7.2 (Identification and Acquisition of Land Areas); (ii) the Generative Exploration Stage; and (iii) the Exploration Drilling Stage;

“Exploration Program” has the meaning given to it in Clause 7.3.2 (Exploration Stages);

“Exploration Term” has the meaning given to it in Clause 7.1.1 (Exploration Term);

“Exploration Works” means any and all activities, excluding development and mining and processing/beneficiation, undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit located on or in (i) the Maaden Land; (ii) the Joint Venture Land; or (iii) any Additional Land Areas, including ground and airborne geophysical and radiometric work, geochemical surveys, drilling, bulldozing, trenching, evaluation of work done and other work commonly regarded as reconnaissance or exploration work in accordance with Good Mining Practice including evaluation studies;

“Fair Market Value” has the meaning given to it in Schedule 3 (Valuation);

“Finance Manager” means the finance manager of the Company from time to time;

“Financial Quarter” means a period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, or such other dates as may be determined by the Shareholders of the Company from time to time;

“Financial Year” means the financial year of the Company set forth in the Articles of Association, currently being the period commencing on 1 January and ending on 31 December of each year;

“Funding Notice” has the meaning given to it in Clause 12.4.2 (Procedure for Making Cash Contributions);

“GAC” means the General Authority for Competition in the Kingdom;

“General Manager” means the general manager of the Company from time to time;

“Generative Exploration Stage” has the meaning given to it in Clause 7.3.2 (Exploration Stages);

“GEO27” means Geo27, Inc., a corporation incorporated under the laws of Delaware, USA, with registration number 6042581, having its registered office at Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808, United States;

“Good Mining Practice” means the application of those methods and practices customarily used in good and prudent mining practice in North America with that degree of diligence and prudence reasonably and ordinarily exercised by capable operators engaged in similar activity under similar circumstances and conditions;

“Government Official” has the meaning given in Clause 36.1.2 (Anti-Bribery Compliance: Trade Sanctions Compliance);

“Group” means the Company and its Subsidiary Undertakings from time to time and “Group Company” shall mean each one of them;

“Guarantor” means each of IE Parent and Maaden;

“I-Pulse” means I-Pulse, Inc., a corporation incorporated under the laws of Delaware, USA, with registration number 4302289, having its registered office at Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808, United States;

**“Implementing Regulations” **means the Implementing Regulations of the Saudi Mining Investment Law issued pursuant to Ministerial Resolution No. 1006/1/1442 dated 05/09/1442H (corresponding to 17 April 2021), including any amendment, supplement, replacement or other modification thereto from time to time;

“Initial Existing TyphoonTM Units” means the Current TyphoonTM Units which were made available to the Company by Ivanhoe Electric following the Effective Date;

“Initial Exploration Licenses” means exploration licenses to explore for all of the metals set forth in Schedule 7 (Metals) in and on the Maaden Land which are held by Maaden as at the Effective Date;

“Initial License Register” has the meaning given in Clause 11.5.1 (License Register);

“Insolvency Event” means, in respect of a Shareholder or Guarantor, any of the following events whereby that Shareholder or Guarantor:

or any similar or equivalent events having force of law which applies to that Shareholder;

“Intellectual Property” and “Intellectual Property Rights” means (a) all copyright rights and related rights under the laws of all countries for the full terms thereof (of all rights accruing by virtue of copyright treaties and conventions), including but not limited to all renewals, extensions, reversions or restorations of copyrights now or hereafter provided by law and all rights to make applications for and obtain copyright registrations therefor and recordations thereof, and including without limitation all copyright rights in all software, documentation, user and application interfaces including without limitation the look and feel and the structure, sequence and organization thereof; (b) all rights to and under new and useful inventions (whether patentable or not), discoveries, designs, technology and art and all other patentable subject matter, including, but not limited to, all improvements thereof and all know-how related thereto, and all applications for and the right to make applications for such rights, all rights to claim priority in relation to such rights, and all reissues, extensions, renewals, divisions, supplementary protection certificates, and continuations (including continuations-in-part) thereof, for the full term thereof; (c) all trademarks, logos, get up, service marks and internet domain names and the like and the goodwill associated therewith throughout the world and the rights to sue for passing off or for unfair competition; (d) all trade secrets, confidential business information, evaluations and reports; (e) all know-how under the laws of any jurisdiction and all know-how not otherwise included in the foregoing; and (f) all other intellectual and industrial property and proprietary rights throughout the world not otherwise included in the foregoing, including without limitation all techniques, methodologies and concepts and trade dress**;**

“IRA” means the investor rights agreement entered into between IE Parent and Maaden on or around the Effective Date;

“IRA Unwinding Events” means:

and, in each case, such failure to comply is incapable of remedy or, if capable of remedy is not remedied by IE Parent within ninety (90) days of being notified in writing by Maaden of that failure to comply;

“Ivanhoe Electric” means IE Mena and IE Parent, collectively;

“Ivanhoe Electric Directors” has the meaning given to it in Clause 17.1.2(A) (Composition and Authority);

“Ivanhoe Electric Technical Support” means the provision of technical support by IE Parent pursuant to the terms of the TyphoonTM Equipment Purchase and Technical Support Agreement;

"Ivanhoe Support" has the meaning given to it in Clause 5.2.1 (Undertakings by Ivanhoe Electric);

"Joint Venture" has the meaning given to it in the Recitals;

“Joint Venture Exploration Licenses” means Exploration Licenses in respect of Joint Venture Land, as recorded in the License Register from time to time;

“Joint Venture Land” means any land areas covered by a Mining License held in the name of a Group Company;

“Joint Venture Property” means all rights, titles, interest, claims, benefits and all other property of whatever kind, real or personal, including Joint Venture Exploration Licenses, from time to time owned by the Group excluding the Typhoon™ Units and any Intellectual Property Rights or other rights arising under the Licensing Agreement;

“Kingdom” means the Kingdom of Saudi Arabia;

“Land Access Rights” has the meaning given to that term in Clause 5.1.1 (Undertakings by Maaden);

“License Register” means the Initial License Register, as updated from time to time in accordance with Clause 11.5 (License Register);

“Licensed Intellectual Property” has the meaning given to that term in the Licensing Agreement;

“Licensing Agreement” means the licensing agreement entered into between GEO27 and the Company on or around the Effective Date;

“Loss” means any actual loss, damage, penalty, liabilities, Tax, cost and expense (including reasonable legal and other reasonable professional fees and costs), expenses, damages, claims and demands excluding any loss of profit, loss or earnings, loss of reputation or loss of opportunity, indirect or consequential loss, economic loss or any punitive damages;

“Maaden Directors” has the meaning given to it in Clause 17.1.2(A) (Composition and Authority);

“Maaden Land” has the meaning given to it in Clause 5.1.1 (Undertakings by Maaden) and includes any Substitute Maaden Land;

“Maaden Support” means regulatory, logistical and other support by Maaden on in-Kingdom matters, including CSR, dealings and interface with Competent Authorities, employee relations and local community relations, but excludes general management time;

“MIMR” means the Ministry of Industry and Mineral Resources of the Kingdom;

“Mineral Rights” means any permit, license, license agreement, concession, development agreement or investment agreement which entitles the holder thereof to prospect for, explore for, mine, extract, exploit, process (including for testing purposes), export, market or sell any mineral resources (whether located under the earth’s surface, in any waste rock dump, tailings facility or otherwise);

“Mining Law” means the mining investment law promulgated by Royal Decree No. (M/140) on 19/10/1441H (corresponding to 11 June 2020) and the Implementing Regulations;

“Mining License” means a Reconnaissance License, Exploration License, Exploitation License or any other document issued by MIMR, which includes the approval to conduct any other activities relating to mining, such document being limited to a specified area in accordance with the provisions of the Mining Law;

“MoC” means the Ministry of Commerce of the Kingdom;

“NI 43-101” means the NI 43-101 Standards of Disclosure for Mineral Projects, Form 43-101F1 Technical Report and Related Consequential Amendments as set out at https://mrmr.cim.org/media/1017/national-instrument-43-101.pdf;

“Non-Confidential Information” has the meaning given to it in Clause 26.1.2 (Confidential Information);

“Non-Defaulting Shareholder” has the meaning given to it in Clause 29.4 (Default Notice);

“Offered Interests” has the meaning given to it in Schedule 2 (Requirements Relating to Transfers of Shares to a Purchaser);

“Offer Terms” has the meaning given to it in Schedule 2 (Requirements Relating to Transfers of Shares to a Purchaser);

“Offeree(s)” has the meaning given to it in Schedule 2 (Requirements Relating to Transfers of Shares to a Purchaser);

“Operator” means:

“Parent Undertaking” means an Undertaking which, in relation to another Undertaking, a “Subsidiary Undertaking”:

and an Undertaking shall be treated as the Parent Undertaking of any Undertaking in relation to which any of its Subsidiary Undertakings is, or is to be treated as, Parent Undertaking, and “Subsidiary Undertaking” shall be construed accordingly;

“Parties” means:

and “Party” means any one of them (and for the avoidance of doubt, the Company, while a party to this Agreement is not a “Party”);

“Pre-Feasibility Study” means a pre-feasibility study within the meaning of both of NI 43-101 and Reg S-K;

“Principal Geophysicist” means the principal geophysicist of the Company from time to time;

"Prospectus" means the prospectus filed by IE Parent on 30 March 2023, a copy of which can be found at https://www.sec.gov/Archives/edgar/data/1879016/000110465923039106/tm2232256-21\_424b3.htm;

“Purchaser” means a third party purchaser or bona fide prospective third party purchaser of a Transferor’s Shares (and excludes an Affiliate Transferee);

“Receiving Party” has the meaning given to it in Clause 26.1 (Confidential Information);

“Recommended Land Area” has the meaning given to it in Clause 7.2.1(A) (Identification and Acquisition of Land Areas);

“Reconnaissance License” means a document issued by MIMR which constitutes approval to conduct a preliminary geological survey to identify the geological environment and surface evidence for the existence of minerals and ores in general;

“Reg S-K” means Regulation S-K subpart 1300;

“Rehabilitation Obligations” means the obligations of the Shareholders under Applicable Law, all Approvals and Consents, and all applicable statutory and contractual obligations relating to the rehabilitation, revegetation and cleaning up of the Maaden Land or any Additional Land Areas during and following completion of the activities of the Company;

“Related Agreements” means the Data Services Agreement, the TyphoonTM Equipment Purchase and Technical Support Agreement and the Licensing Agreement;

“Representative” has the meaning given to it in Clause 26.2.1 (Ownership/Uses of Confidential Information);

“Response Period” has the meaning given to it in Clause 32.1.3 (Initial Resolution Efforts);

“Restatement Date” means the date of this Agreement.

“Return Event” has the meaning given in Clause 22.2 (Title to the TyphoonTM Units);

“Rules” has the meaning given to it in Clause 32.2.1 (Arbitration);

“SAR” means the lawful currency of the Kingdom;

“Saudi Anti-Bribery Law” means the Saudi Arabia Anti-Bribery Law issued pursuant to Royal Decree No. M/36 dated 29/12/1412H (corresponding to 30 June 1992), including any amendment, supplement, replacement or other modification thereto from time to time together with any relevant regulations;

“Saudi Arabian Accounting Standards” means accounting standards which are in compliance with regulations and standards promulgated by MoC and the Saudi Organization for Certified Public Accountants and where a particular standard is not promulgated thereby and to the extent permissible in the Kingdom;

“Secretary” means the secretary of the meetings of the Board from time to time;

“Share(s)” means any share(s) in the Share Capital, and “Shareholding” shall be construed accordingly;

“Share Capital” means the share capital of the Company;

“Share Distribution” means any dividend or any other distribution or payment made by the Company on or in respect of its Shares, including any distribution of the profits of the Company or any distribution of the assets of the Company upon any act of insolvency, liquidation or winding up of the Company;

“Share Offer” has the meaning given to it in Clause 12.4.2 (Procedure for Making Cash Contributions);

“Shareholder Loan” means a loan from a Shareholder the terms of which shall be determined by the Board in accordance with Clause 17.6.3 (*Board *Decisions) but excludes Shortfall Loans;

“Shareholder Loan Offer” shall have the meaning given to it in Clause 12.3.1(A) (Shareholder Loans);

“Shareholders” means, for so long as they hold Shares, IE Mena and Maaden, and any other person holding Shares from time to time, and “Shareholder” means any one of them;

“Shareholder Percentage” means the number of Shares held by a Shareholder expressed as a percentage of the total number of Shares;

“Shortfall Loan” has the meaning given to it in Clause 12.3.7 (Shareholder Loans);

“Shutdown Costs” means all costs associated with shutting down all activities of the Company including the costs associated with satisfaction of the Rehabilitation Obligations (if any) and any redundancy or termination benefits or payments to any consultant or contractor or employee who is engaged by the Company in the conduct of the activities of the Company, but only to the extent of the period for which an employee was engaged in the activities of the Company;

“SOFR” means the one (1) month secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

“Sole Risk Designated Project Completion” has the meaning given in Clause 8.3.2 (Sole Risk – Designated Project);

“Sole Risk Joint Venture Land” has the meaning given to it in Clause 7.4.1 (Sole Risk – Joint Venture Land (Exploration Phase));

“Sole Risk Joint Venture Land Completion” has the meaning given to it in Clause 7.4.2 (Sole Risk – Joint Venture Land (Exploration Phase));

“Subject Party” has the meaning given to it in Clause 26.1.1 (Confidential Information);

“Subsidiary Undertaking” means any Undertaking in relation to which another Undertaking is its Parent Undertaking;

“Substitute Maaden Land” has the meaning given in Clause 11.1 (Exploration License undertakings by Maaden);

“Sufficient Financial Standing” means the ability to perform all of the obligations to be assumed by the Affiliate Transferee under all outstanding and prospective agreements that relate to the Company and/or any Designated Project (as applicable);

“Survey” has the meaning given in the TyphoonTM Equipment Purchase and Technical Support Agreement;

“Tax” or “Taxes” means all foreign, federal, state, provincial, national, local and other taxes, fees, levies, duties and other assessments or charges of whatever kind (including zakat, income, excise, customs duties, tariffs, stamp, transfer, property, occupancy, value added, use, real estate, sales, payroll, gains, gross receipts, withholding and mining royalties or severance or other fees) together with any commission, penalties, or additions payable in connection with such taxes, fees, levies, duties or other assessments or charges imposed or collected by a Competent Authority whether directly or primarily charged against, recoverable from or attributable to any person;

“Technical Committee” has the meaning given to it in Clause 18 (Technical Committee);

“Termination Event” has the meaning given in Clause 29.1.2 (Term and Termination);

“TLA Unwinding Event” means the termination of the Licensing Agreement by the Company in accordance with clause 7.2 of the Licensing Agreement;

“Transfer” and its cognates when used in connection with Shares or a TyphoonTM Unit means the sale, transfer, assignment, mortgage, pledge or any other disposition of or creation of an Encumbrance in respect of such Shares or TyphoonTM Unit (as applicable);

“Transfer Notice” has the meaning given to it in Schedule 2 (Requirements Relating to Transfers of Shares to a Purchaser);

“Transferor” means any person that Transfers Shares in accordance with this Agreement;

“TyphoonTM Anomaly” means a chargeability anomaly identified by a TyphoonTM Unit during a Survey;

“TyphoonTM Equipment Purchase and Technical Support Agreement” means the equipment purchase and technical support agreement entered into between I-Pulse and the Company on or around the Effective Date;

“Typhoon™ Units” means the T2-1, T2-2 and T2-3 units, being units of a 3D DC-resistivity induced polarization and electromagnetic geophysical electric transmitter known as Typhoon**™, in each case which are owned by the Joint Venture pursuant to this Agreement and the Typhoon™ **Equipment Purchase and Technical Support Agreement;

“Undertaking” means a body corporate or partnership or an unincorporated association carrying on trade or business;

“Undesignated Joint Venture Land” has the meaning given to it in Clause 10 (Undesignated Land);

“Undesignated Maaden Land” has the meaning given to it in Clause 10 (Undesignated Land);

“US Dollars” **or **“USD” means the lawful currency of the United States of America;

“Valuation Expert” has the meaning given to it in Schedule 3 (Valuation); and

“Winding Up Activities” has the meaning given to it in Clause 29.8.1 (Consequences* of Termination*).

In this Agreement:

Where:

A Shareholders’ Equity Interest may only be changed as follows:

Each Party shall do all things and execute all further documents, as necessary to ensure that each Shareholder’s Shareholder Percentage is equal to that Shareholder’s Equity Interest provided that nothing in this Clause 3.4 (Maintenance of Shareholder Percentage) shall oblige a Shareholder to contribute more than a nominal sum in order to give effect to the requirements of this Clause 3.4 (Maintenance of Shareholder Percentage).

The Company is formed for the purpose of carrying on the Business within the Kingdom.

The Company shall, and the Shareholders shall cause the Company to, adhere to and comply with all Applicable Laws, Good Mining Practice and the highest ethical standards, including such business ethics and compliance policies and environmental, health and safety, and human resources policies as may be recommended by the Technical Committee and/or the General Manager and, to the extent necessary in accordance with this Agreement, approved by the Board from time to time.

Without prejudice to the generality of Clause 4.3 (Business Policies), the Company shall comply with the terms and conditions of all approvals and consents issued to the Company by Competent Authorities, including the applicable Mining Licenses.

Maaden undertakes that it shall (or shall procure that a Subsidiary Undertaking of Maaden shall):

Ivanhoe Electric undertakes that it shall (or shall procure that an Affiliate of Ivanhoe Electric shall):

The Parties acknowledge and agree that the Company has returned the Initial Existing Typhoon™ Unit to Ivanhoe Electric and as such the Company no longer has any risk associated with, or interest in the use of, the Initial Existing Typhoon™ Unit.

the Company will undertake Exploration Works in accordance with a reconnaissance exploration program (the “Exploration Program”) on the Recommended Land Area and any Additional Land Areas with the Typhoon™ Unit or such other exploration tools or techniques as the Technical Committee may approve (the “Generative Exploration Stage”). The Exploration Program will be subject to periodic review by the Technical Committee.

Company identifies proposed target land areas on a Recommended Land Area or any Additional Land Areas for further, more invasive, Exploration Works (as applicable).

subject to an Encumbrance with respect to the relevant Sole Risk Joint Venture Land.

Any Maaden Land, Joint Venture Land (other than Sole Risk Joint Venture Land with respect to which Sole Risk Joint Venture Land Completion has occurred) and/or any Additional Land Areas on which an NI 43-101 and Reg S-K compliant resource of economically viable scale where a majority of the resource is indicated or measured is identified shall be deemed to be a “Designated Project”.

Upon Designated Project Designation:

organisational and operational efficiencies and to minimising tax and other related legal concerns (“Designated Project Holding Structure”);

or shall procure that the relevant Group Company shall, promptly, and in any event within ninety (90) Business Days of the proceeding Shareholder electing to proceed on a sole risk basis, use its best efforts to procure the consent of MIMR to transfer the relevant Exploration License(s) in respect of the Joint Venture Land or Additional Land Area that is the subject of the relevant Designated Project to the proceeding Shareholder or its Affiliate and the proceeding Shareholder or its Affiliate shall reimburse the relevant Group Company on an At Cost Basis for all costs and expenses incurred by the Group in connection with procuring the consent of MIMR to transfer relevant Exploration License(s) in accordance with this Clause 8.3.1(A)(ii) (Sole Risk – Designated Project)

If the Area of Interest is not fully comprised of the Exploration Area then the Technical Committee may (as appropriate):

(collectively, “Additional Licenses”).

Upon the receipt by the Company of the Additional Licenses and/or inclusion of the Area of Interest within the Maaden Land, the Company shall extend the activities being undertaken in the Exploration Area to the Area of Interest.

On and from the Effective Date, no Party (other than the Company) may acquire any interests or licenses or direct or indirect right in relation to any land within the Area of Interest, including, but not limited to, an Exploration License or Exploitation License, except:

The Technical Committee, and only the Technical Committee, may at any time by unanimous written resolution vote to conclusively reject or relinquish any part of the Maaden Land and expressly deem by written resolution that such land is “Undesignated Maaden Land” which land shall fall outside of the definition of Maaden Land and shall no longer remain subject to the terms of this Agreement. Maaden shall thereafter be free to deal with the Undesignated Maaden Land as it sees fit and shall bear all future costs incurred in relation to such Undesignated Maaden Land. The Technical Committee shall have sole ability to designate any Maaden Land as Undesignated Maaden Land.

Maaden undertakes that it shall (or shall procure that a Subsidiary Undertaking of Maaden shall) use its reasonable endeavours to obtain the approval of MIMR with respect to the Exploration License Applications promptly following the Effective Date and, to the extent an Exploration License Application is rejected:

to ensure that the Company has access to land, located within the Kingdom, of equivalently the same size and quality of the rejected land to explore for all of the

metals set forth in Schedule 7 (Metals) and to which Ivanhoe Electric has agreed in writing shall constitute substitute land (“Substitute Maaden Land”).

achieve the objectives of Clauses 11.2.1 (Maintenance of Exploration Licenses) and 11.2.2 (Maintenance of Exploration Licenses).

Subject to Clauses 8.2.1 *(*Following Designated Project Designation), and other than in respect of the Undesignated Maaden Land, Maaden shall not surrender, dispose or transfer (other than to the Company or in accordance with Applicable Law) any Exploration Licenses relating to the Maaden Land during the Exploration Phase except with the approval of the Technical Committee granted under Clause 18.4.2 (Voting).

Each of Maaden and Ivanhoe Electric shall do all things reasonably necessary to assist the Company in obtaining and maintaining all Additional Licenses and Joint Venture Exploration Licenses in good standing.

are those set out in Schedule 6 (Initial License Register) (the “Initial License Register”).

The Share Capital of the Company may only be increased or decreased in accordance with the terms and conditions of this Agreement, the Articles of Association and Applicable Law.

Transfer of Shares pursuant to Clause 27 (Transfers of Shares) or as otherwise expressly provided for herein.

No Shareholder shall create any Encumbrance over its Shares in the Company or its interest under this Agreement or as a result of operation of Applicable Law.

In accordance with Applicable Law, and notwithstanding any other provision of this Agreement, each Shareholder shall be responsible for and shall bear the cost of any Tax which may be imposed on such Shareholder, including any such Taxes imposed on such Shareholder with respect to its respective share of profits in the Company and any Taxes imposed on payments made to such Shareholder by the Company in connection with a Distribution to that Shareholder. Each Shareholder shall bear the cost of any withholding Taxes imposed on any payments made to it by the Company in connection with a Distribution to that Shareholder. The Company shall withhold and pay all withholding or other Taxes required under Applicable Law (as such withholding or other Taxes may be adjusted pursuant to the provisions of any applicable treaty, to the extent that the provisions of such treaty are permitted to be applied under Applicable Law). In addition, the Company shall have the right to withhold from any payment to any Shareholder any Taxes required to be withheld under any other Applicable Law. All such amounts withheld from payments made to any Shareholder shall be deemed to have been distributed to such Shareholder and shall be accounted for in accordance with Saudi Arabian Accounting Standards. The Company shall provide each Shareholder with copies of all applicable Tax receipts evidencing such payments or other evidence reasonably satisfactory to the Shareholders.

Except as otherwise provided in Clause 14.5 (Emergency or Unexpected Expenditures), the Business shall be conducted, expenses shall be incurred, and assets shall be acquired only pursuant to Budgets approved in accordance with this Agreement and any in the Delegation of Authorities (if any).

The Technical Committee with input from the General Manager shall, at least ninety (90) days prior to the end of each Financial Year, prepare and submit to the Board a detailed annual Budget for the Group in relation to the forthcoming Financial Year.

A Budget shall be adopted with effect from the approval of a Budget by the Board in accordance with Clause 17.6.1 (Board Decisions) (or Clause 17.6.14 (Board Decisions)).

Overruns of fifteen percent (15%) or more of the amount provided for in any approved Budget shall require Board approval in accordance with Clause 17.6.14 (Board Decisions). Without prejudice to the foregoing, the Operator shall immediately notify the Technical Committee of any anticipated material departure from, or proposed changes to, the then applicable approved Budget and overruns of five percent (5%) or more of the amount provided for in an approved Budget shall be added to the agenda for discussion at the next meeting of the Board and the Technical Committee.

In case of emergencies, major unexpected events or failures, IE Mena, in its capacity as Operator, or Maaden, in its capacity as Operator, may take any reasonable action it deems necessary to protect life, property or the assets of the Company or to comply with Applicable Laws. The Operator shall promptly notify the Board of the emergency or unexpected expenditure and such expenditure shall not require approval by the Board or the Shareholders.

The Technical Committee shall, by unanimous consent and otherwise in accordance with the Technical Committee’s procedures and voting requirements set out in Clause 18 (Technical Committee), be authorized to:

The Shareholders shall cause the Company to keep proper books of record and accounts and shall cause the Company to comply with the financial reporting and other requirements set out in Schedule 5 (Financial Reporting and Policies).

The Shareholders shall appoint an auditor for the Company in accordance with Applicable Law, which shall be a major internationally recognised accounting firm with an affiliate office in the Kingdom. The Company shall procure that the auditor shall provide the Board with annual audited financial statements in conformity with Schedule 5 (Financial Reporting and Policies).

The Company shall procure and maintain all such insurance as may be required by Applicable Law or as may otherwise be reasonably necessary to protect the assets and operations of the Company.

The Shareholders shall act through meetings duly held and resolutions duly adopted in accordance with the terms and conditions of this Agreement, the Articles of Association and Applicable Law. Shareholders’ meetings may be conducted by teleconference or videoconference. Unless otherwise agreed by the Shareholders, resolutions of the Shareholders may be adopted by written resolution.

No meeting of the Shareholders shall transact any business unless a quorum is present at the start of and throughout the meeting. A quorum for the meeting shall consist of the attendance in person or by proxy of Shareholders representing Equity Interests of not less than seventy-five percent (75%).

Subject to matters requiring a specified approval threshold pursuant to Applicable Law, Shareholders’ resolutions shall require the approval of the Shareholders representing Equity Interests equal to or greater than a simple majority of the Aggregate Equity Interest (other than in the case of the appointment and removal of the members of the Board, which shall be governed solely by Clause 17.1.1 (Composition and Authority)).

The Chairperson shall cause the Company to maintain a special register in which the minutes of meetings of the Shareholders and all resolutions adopted shall be entered. The Chairperson shall be responsible for taking, or designating a secretary of the meeting to take, the minutes of each meeting of the Shareholders. Minutes of each meeting of, and resolutions adopted by, the Shareholders shall be signed by the Shareholders who attended the meeting.

Each of Ivanhoe Electric and Maaden may change its appointees to the Board of Directors from time to time without the consent of the other Shareholder.

Meetings of the Board shall be held in accordance with the provisions of Schedule 4 (Meetings of the Board)*. *No meeting of the Board shall transact any business unless a quorum is present at the start of and throughout the meeting. A quorum shall consist of the attendance in person or by proxy of at least two (2) Directors with at least one (1) Maaden Director and one (1) Ivanhoe Electric Director.

Subject always to Clause 17.6 (Board Decisions), the Board shall adopt resolutions on the simple majority vote of a quorate Board, with each Director (including the Chairperson) being entitled to only one (1) vote.

Decisions on the following matters shall be reserved to the Board of Directors in their exclusive authority and approval thereof shall not be capable of delegation by the Board other than by written agreement of the Shareholders. Resolutions of the Board of Directors on the following matters shall only be valid if passed by Directors representing a Shareholder or Shareholders holding Equity Interests of at least seventy-five percent (75%) of the Aggregate Equity Interest:

million) or more other than as prescribed in Clause 10 (Undesignated Land);

ordinary course of business) where the amount in controversy exceeds USD 2,000,000 (USD two million);

Subject to Applicable Law and provided that a Director has acted in good faith, each Director and each member of the Technical Committee shall, in the performance of their duties, be defended, held harmless and indemnified by the Company. Each Shareholder shall be responsible for taking out any directors and officers liability insurance on behalf of the Directors and members of the Technical Committee appointed by it and each Shareholder shall bear the costs of any associated insurance premiums. The Parties agree that nothing in this Agreement will limit or exclude any liability any Director or member of the Technical Committee may have for fraud, fraudulent misrepresentation or other wilful misconduct.

In all cases, each Shareholder shall cause the Directors and members of the Technical Committee appointed by it to comply with the terms and conditions set forth in this Agreement. In the event such Director or member of the Technical Committee fails so to comply promptly with the terms hereof, the Shareholder appointing such Director or member of the Technical Committee shall immediately replace him.

There shall be no remuneration, compensation or reimbursement paid to a Director or member of the Technical Committee unless approved by the Shareholders. Any such remuneration, compensation or reimbursement shall be in compliance with the Applicable Law.

Any Shareholder removing a Director appointed by it (or, via its appointed Directors, a member of the Technical Committee appointed by it) shall be responsible for and shall hold harmless the other Shareholders and the Company from and against any claim for unfair or wrongful dismissal arising out of such removal and any reasonable costs and expenses incurred in defending such proceedings, including legal costs actually incurred.

Meetings of the Technical Committee shall be held in accordance with the provisions of Schedule 4 (Meetings of the Board)*, *which shall apply *mutatis mutandis *save that the Technical Committee shall meet at least once every two (2) months unless the members agree otherwise. No meeting of the Technical Committee shall transact any business unless a quorum is present at the start of and throughout the meeting. A quorum shall consist of the attendance in person or by proxy of at least two (2) members with at least one (1) member having been appointed by the Maaden Directors and one (1) member having been appointed by the Ivanhoe Electric Directors.

The Technical Committee shall be responsible for all technical aspects of the Joint Venture, including:

The Board and the Shareholders shall delegate all powers to the Technical Committee necessary to give full effect to Clause 18.5 (Technical Committee Responsibilities) and shall execute appropriate resolutions to such effect. Subject to Applicable Laws, the Board and Shareholders may delegate just their powers to or otherwise restore the decision making authority of the Technical Committee through the Delegation of Authorities.

If a Shareholder, which is not acting in its capacity as Operator, has reasonable grounds to believe that a Cessation of Operatorship Event has occurred in relation to the relevant Operator, such Shareholder shall give a written notice to the relevant Operator setting out in reasonable detail the grounds for considering that a Cessation of Operatorship Event has occurred and proposing a meeting to consider this matter further. The Chief Executive Officers of each IE Parent and Maaden shall meet within thirty (30) days from the date of the notice (save if an Insolvency Event has occurred with respect to the Operator, in which case the Shareholders shall meet as soon as possible) to consider whether a Cessation of Operatorship Event has occurred and, if applicable, to agree the remedial steps. If the Chief Executive Officers agree that a Cessation of Operatorship Event has occurred and it is not remediable (or it is remediable and it is not otherwise remedied within 180 days following the agreement of the Chief Executive Officers), the Operator shall cease to act as Operator and the other Shareholder shall assume that the operatorship

responsibilities of the Shareholder which is ceasing to act as Operator pursuant to this Clause 19.5 (Cessation* of Operatorship Event*). If the Chief Executive Officers disagree that a Cessation of Operatorship Event has occurred, the dispute resolution mechanism in Clause 32 (Disputes) shall apply.

The General Manager shall be an employee of the Company, and the Parties agree that any person appointed to the position of General Manager by the Board shall be suitably qualified, including relevant mining or industrial leadership experience. The General Manager shall not serve on the Board or the Technical Committee while holding the position of General Manager.

The General Manager shall be removed from that position:

The Board shall delegate such powers to the General Manager (to the extent the Board is permitted to delegate) as it determines are necessary to enable him or her to perform his or her duties.

Neither Shareholder shall (and each Shareholder shall procure that its Affiliates do not), whilst it or any of its Affiliates is a Shareholder, directly or indirectly, offer

employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the Company, the other Shareholder or any of its Affiliates any individual who is, at the time of the offer, a director, officer or employee holding an executive or directorial position with such person and working in the Kingdom, or procure or facilitate the making of any such offer or attempt by any other person.

In no circumstances shall the Company Transfer the TyphoonTM Units to any person or other entity other than in accordance with this Clause 22 (Transfer Restrictions and Return of the TyphoonTM Units).

Notwithstanding Clause 29 (Term, Validity and Termination) or anything to the contrary in this Agreement or any other agreement, IE Mena shall be entitled to immediate reversion to each TyphoonTM Unit and legal and beneficial title to each TyphoonTM Unit shall automatically vest in IE Mena upon:

(“Return Event”).

Notwithstanding Clause 29 (Term, Validity and Termination) or anything to the contrary in this Agreement or any other agreement, in the event a TyphoonTM Unit is to be returned to IE Mena in accordance with Clause 22.2 (Title to the TyphoonTM Units), the Company shall:

Notwithstanding Clause 29 (Term, Validity and Termination) or anything to the contrary in this Agreement or any other agreement, Maaden shall be entitled to withdraw the Land Access Rights upon:

provided that this right to withdraw Land Access Rights shall not apply to a Designated Project (other than a Designated Project in relation to which Maaden elects to proceed on a sole risk basis, in accordance with the terms of Clause 8.3.1 (Sole Risk)).

Following the completion of the return of the TyphoonTM Unit(s) in accordance with Clause 22 (Transfer Restrictions and Return of the TyphoonTM Units), Maaden shall have the right to engage Ivanhoe Electric in good faith discussions regarding the potential terms and conditions for the continued provision by Ivanhoe Electric to Maaden of the TyphoonTM Unit(s) under a services arrangement for the purpose of exploring the Maaden Land, including good faith discussions of the matters set out in Schedule 8 (Ongoing Services Arrangement).

Maaden shall not and shall procure that none of its Affiliates shall copy, modify, reverse engineer, reproduce, deconstruct, decompile or in any way alter any TyphoonTM Units, any other machine similar to a TyphoonTM Unit or any other data systems or software associated with the TyphoonTM Units.

Maaden acknowledges and agrees on behalf of itself and each of its Affiliates that:

Each of the Parties represents and warrants, severally and not jointly, to each of the other Parties that:

Union or any individual European Union member state, including the United Kingdom (each a, “Sanctions List”);

IE Parent represents and warrants to Maaden that the statements in the Prospectus regarding I-Pulse, TyphoonTM technology, Geo27's Intellectual Property Rights, and CGI’s data inversion technology remain as at the Effective Date accurate and applicable to the TyphoonTM Units.

Each Shareholder undertakes to the other Shareholders that it shall:

written or electronic) (each a “Subject Party”) received or obtained by a Party (the “Receiving Party”), and excludes in all cases Non-Confidential Information;

The Receiving Party hereby acknowledges that the relevant Subject Party is the owner or licensee of the Confidential Information. The Receiving Party shall not use any of the Confidential Information at any time except for the purposes of this Agreement and the management of the Business of the Company. The Receiving Party shall:

Applicable Law or rules or by-laws of any stock exchange, give the Board of Directors and the other Shareholders prompt written notice and sufficient opportunity to object to such use or disclosure, or to request confidential treatment of the Confidential Information, in either case on reasonable grounds.

Upon: (i) the termination of this Agreement as to any Party; or (ii) upon the request of the Board of Directors, the Receiving Party shall promptly return to the relevant Subject Party all Confidential Information that is in tangible form, and any copies thereof, and use all reasonable endeavours to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

Each Party shall notify each other Party and the Company of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by or pursuant to any Applicable Law or the rules, regulations or requirements of, any competent legal or regulatory authority or any internationally recognised stock exchange (including, for the avoidance of doubt, the Capital Market Authority of the Kingdom, the New York Stock Exchange and the Toronto Stock Exchange, as applicable) on which securities of such Party or its Parent Undertaking are listed, shall not issue any such release or announcement without the prior consent of each other Party and the Company which consent shall not be unreasonably withheld, conditioned or delayed. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications.

The Shareholders hereby acknowledge and agree that any Transfer of Shares must be effected in accordance with the provisions of this Agreement and the Articles of Association and is subject in all respects to Applicable Law and to the obtaining of all approvals from the Competent Authorities, including, where applicable, MIMR. Except as provided in Clause 27.2 (Transfers to Affiliates) or unless the Shareholders unanimously approve, no Shareholder may Transfer any of its Shares to any person who is not already a Shareholder during the Exploration Phase. No Transfer of Shares shall be valid unless recorded in the register of Shareholders maintained by the Company and notified to the relevant Competent Authority.

A Shareholder may, after giving at least thirty (30) days’ prior written notice to each other Shareholder and satisfying the following conditions, Transfer all (but not less than all, unless the Shareholders unanimously agree otherwise in writing) of its Shares and Shareholder Loans to a transferee which is a wholly-owned Subsidiary Undertaking of that Shareholder or the Parent Undertaking which wholly-owns the Shareholder (“Affiliate Transferee”), provided that:

For the avoidance of doubt, any pre-emptive rights under Applicable Law and the provisions of Clause 27.4 (Transfers Following Completion of the Exploration Phase) shall not apply to Transfers to an Affiliate Transferee.

Maaden shall have the right, at any time following entry into this Agreement, to Transfer all (but not less than all, unless the Shareholders unanimously agree otherwise in writing) of its rights and obligations, including all of its Shares and Shareholder Loans, (other than with respect to Clause 29.10 (Maaden Guarantee)) under this Agreement to any single, directly or indirectly, wholly owned Subsidiary Undertaking of Maaden provided that such Transfer is in compliance with Clause 27.2 (Transfers to Affiliates) other than with respect to the requirement to thirty (30) days’ prior written notice which notice the Parties agree shall not be required.

Subject to Applicable Law, the Articles of Association and the terms of any financing or other agreement entered into by the Company and approved by the Board, at any time after (but not on or before) the date on which the Exploration Phase has concluded in accordance with Clause 7.1.5 (Exploration Term) is completed, a Shareholder may Transfer all (but not less than all, unless the Shareholders unanimously agree otherwise in writing) of its Shares and Shareholder Loans to a Purchaser pursuant to the requirements set out in Schedule 2 (Requirements Relating to Transfers of Shares to a Purchaser) and provided that any direct or indirect wholly-owned subsidiaries of a Shareholder which hold Shares pursuant to Clause 27.2 (Transfers to Affiliates) simultaneously Transfer all (but not less than

all) of the Shares and Shareholder Loans held by them to the same Purchaser at the same time in accordance with the same provisions.

With respect to a Designated Project, to the extent Ivanhoe Electric does not wish to participate or continue to participate in a Designated Project:

(in each case, a “Termination Event”).

Unless otherwise herein expressly provided, no Shareholder that has Transferred all of its Shares (and whose Affiliates have Transferred all of their Shares) to a Purchaser in accordance with the provisions of this Agreement shall be bound by its terms and conditions after the date of such Transfer. For the avoidance of doubt where a Shareholder Transfers all of its Shares to a Purchaser (and its Affiliates Transfer all of their Shares to the same Purchaser) in accordance with the provisions of this Agreement any guarantee given by a Party in respect of the obligations of that Shareholder (and its Affiliates) under this Agreement shall (subject and without prejudice to the provisions of Clause 30 (Survival)) be released with effect from the date of such Transfer and the guarantor Party shall cease to have any obligation under the guarantee with respect to any matter occurring after the date of such Transfer.

If:

and that breach is incapable of remedy or, if capable of remedy is not remedied within 90 days of being notified in writing by another Party of the breach; or

then such Shareholder shall be in “Default” and shall be a “Defaulting Shareholder”**. **For the purposes of this Clause 29 (Term, Validity and Termination), any Affiliate of a Defaulting Shareholder to which it has Transferred Shares pursuant to Clause 27.2 (Transfers to Affiliates) shall also be deemed to be in Default.

In the event of a Default, the Shareholder(s) who is or are not in Default (a “Non-Defaulting Shareholder”) may give written notice to the Defaulting Shareholder (with a copy to all other Parties) that it has elected to exercise its rights under Clause 29.5.1 (Transfer of the Defaulting Shareholder’s Shares) (a “Default Notice”).

within ninety (90) days of deemed service of such Default Notice in accordance with Clause 35 (Notices)*, *to serve notice to purchase all (but not less than all) of the Shares and Shareholder Loans held by the Defaulting Shareholder and any Affiliate which holds Shares for eighty percent (80%) of Fair Market Value.

After service of a Default Notice and during the continuation of any Default, the Defaulting Shareholder and its Affiliates shall not be entitled to be represented at meetings of the Board, the Technical Committee or any sub-committee thereof or to vote thereat and all matters to be decided by those bodies (including the matters set out at Clause 17.6 (Board Decisions)) or otherwise in relation to the Company shall, to the extent permissible by Applicable Law, be decided by the Non-Defaulting Shareholder (or the Directors or members of the Technical Committee appointed by or on behalf of the Non-Defaulting Shareholder, as the case may be) in its (or their) sole discretion.

Where a Continuing Joint Venture Project has been approved by the Board in accordance with Clause 17.6.10 (Board Decisions) and a Termination Event has occurred or the Shareholders have unanimously agreed in writing to dissolve or liquidate the Company, the Parties:

(collectively, the “Winding Up Activities”).

so that the same benefits are conferred on each Maaden Party and the Company as they would have received if such obligation had been performed and satisfied by the relevant IE Party.

so that the same benefits are conferred on each IE Party and the Company as they would have received if such obligation had been performed and satisfied by the relevant Maaden Party.

The rights and obligations of each of the Parties under the following provisions shall survive termination of this Agreement: Clause 1.1 (Definitions), Clause 21 (Non-Solicit), Clause 23 (Ongoing Services Arrangement), Clause 26 (Confidentiality and Public Announcements), Clause 29.8 (Consequences of Termination), Clause 30 (Survival), Clause 31 (Governing Law), Clause 32 (Disputes), Clause 33 (Language), Clause 34 (Assignment* and Novation*), Clause 35 (Notices), and Clause 36 (Miscellaneous). Subject to Applicable Law, other than with respect to those rights and obligations expressed to survive termination and listed in this Clause 30 (Survival), and without prejudice to rights and obligations accrued and subsisting under this Agreement as at termination of this Agreement, no Party shall have any further rights or obligations under this Agreement following its termination.

This Agreement shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.

arbitration proceedings, or the recognition and/or enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of any party to the Dispute.

Any Party that now or later has a right to claim sovereign immunity for itself or any of its assets hereby irrevocably waives any such immunity to the fullest extent permitted by the laws of any applicable jurisdiction. This waiver includes immunity from:

If the Company’s losses equal or exceed 50% of its Share Capital, the Board shall convene a meeting of the Shareholders within a period not exceeding sixty (60) days following the date of knowledge of such loss at which the Shareholders shall discuss in good faith mechanisms to bring the Company into compliance with Applicable Law.

Each Party hereby agrees that any summons, judgment or other notice of legal process shall be sufficiently served if delivered in accordance with Clause 35 (Notices).

During the period of the process described in this Clause 32 (Disputes), the Company shall continue the Business and its operations (i) until the end of the period covered by then prevailing approved Budget on the basis that Budget (which shall remain in effect for the remainder of that period); and (ii) from the start of the immediately succeeding period and for all subsequent periods, on the basis of a caretaker Budget agreed by the Board, in each case until the process and proceedings described in Clause 32.1 (Initial Resolution Efforts) and in Clause 32.2 (Arbitration) have concluded, or the Parties otherwise agree.

This Agreement is executed in the English language. Solely for the purposes of any proceeding or action before a Competent Authority in which an Arabic translation of this Agreement is required to be produced and is required by Applicable Law to be paramount, such Arabic translation shall prevail over the English version, provided that, in case of ambiguity in the Arabic text, the English text shall be consulted in determining the intended meaning of the Parties. In all other instances, the English version shall prevail over the Arabic version and shall be paramount.

Subject to Clause 27.3 (Maaden Transfer), except as expressly agreed in writing or otherwise expressly provided for in this Agreement, no Party shall have the right to assign its rights and/or obligations under this Agreement to any third party. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, successors and permitted assigns.

Any notice or other communication required or permitted hereunder shall be in writing and in English and shall be deemed given upon delivery if delivered personally, or five (5) days after mailing if mailed by registered or certified mail, return receipt requested, or three (3) days after dispatch if sent by overnight international courier service that provides evidence of receipt or the next day if sent by facsimile or email and confirmed by return receipt as follows:

if to Maaden:

Abu Bakr Al Sadeeq Road (Exit 6)
P.O. Box 68861
Riyadh 11537
Kingdom of Saudi Arabia 

Fax: +966 11 874 8296 

Email: legaldeptnotices@maaden.com.sa 

Attention: Chief Legal Counsel

if to Ivanhoe Electric:

Ivanhoe Electric Inc. 

Marina Heights 

450 E. Rio Salado Parkway, 

Suite 130 

Tempe, Arizona 85251 

USA 

Attn: General Counsel 

Email: GeneralCounsel@ivnelectric.com

if to the Company:

Maaden 

Abu Bakr Al Sadeeq Road (Exit 6)
P.O. Box 68861
Riyadh 11537
Kingdom of Saudi Arabia 

Fax: +966 11 874 8296 

Email: legaldeptnotices@maaden.com.sa 

Attention: Chief Legal Counsel of Maaden

Ivanhoe Electric Inc. 

Marina Heights 

450 E. Rio Salado Parkway, 

Suite 130 

Tempe, Arizona 85251 

USA 

Attention: General Counsel of Ivanhoe Electric Inc. 

Email: GeneralCounsel@ivnelectric.com

or to such other addresses or fax numbers as the Parties shall have designated to each other in writing.

constitute a material breach of this Agreement by the Party or Shareholder committing such act or omission and shall entitle each other Party or Shareholder to those rights and remedies afforded to a Non-Defaulting Shareholder in accordance with Clauses 29.4 (Default Notice), 29.5.1 (Transfer of the Defaulting Shareholder’s Shares) and 29.6 (Suspension of Voting Rights).