Form 8-K
8-K — Ivanhoe Electric Inc.
Accession: 0001104659-26-081472
Filed: 2026-07-08
Period: 2026-07-07
CIK: 0001879016
SIC: 1000 (METAL MINING)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — tm2619969d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2619969d1_ex10-1.htm)
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8-K (Primary)
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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):
July 7, 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 1.01
Entry Into A Material Definitive Contract.
On July 7, 2026, Ivanhoe Electric Inc. (the “Company”)
entered into an Amended and Restated Shareholders Agreement (“A&R Shareholders Agreement”) with Saudi Arabian Mining Company
(Maaden) (“Maaden”), Ivanhoe Electric Mena Holdings Ltd. (“IE Mena”) and Maaden Ivanhoe Electric Exploration
and Development Limited Company (the “Joint Venture”), governing the Joint Venture. The A&R Shareholders Agreement amends
and restates the Shareholders Agreement dated July 6, 2023, as amended (collectively, the “Prior Agreement”).
The A&R Shareholders Agreement includes certain new provisions
not contained in the Prior Agreement including, but not limited to
· The Joint Venture and its subsidiaries may now acquire exploration licenses
and mining licenses directly in the name of the Joint Venture (“Joint Venture Land”) rather than only accessing such licenses
held by Maaden;
· If the Joint Venture chooses not to pursue Joint Venture Land, any shareholder
may pursue such rights individually with no risk or benefit to the Joint Venture;
· Certain loans made by a shareholder to the Joint Venture to cover any shortfall
in funding by the other shareholder shall now be repaid in priority to other shareholder loans;
· The approval of the Joint Venture board of directors is now only required
to hire or terminate certain senior executives;
· The technical committee of the Joint Venture is now given more authority
to reallocate funds within a board approved budget and approve non-material amendments to a previously approved exploration program, without
needing board approval in each instance;
· The exploration term of the Joint Venture will now run for ten (10) years
from the effective date, ending now on July 6, 2033; and
· General clean up matters relating to prior amendments.
The Prior Agreement, as amended and restated by the A&R Shareholders
Agreement, established a limited liability company under Saudi law and sets out the terms governing the relationship of the parties with
respect to the Joint Venture. It provides for the Company (through IE Mena), and Maaden to participate in the 50/50 Joint Venture which
had an initial term of five years but extendable to ten (10) years, now expiring on July 6, 2033. Maaden originally made available
approximately 48,500 km2 of land under an exploration license (or license application) within Saudi Arabia for exploration by the Joint
Venture. The Company originally contributed $66 million to fund the Joint Venture and provided the Joint Venture with a royalty-free license
to use Typhoon™, within the Kingdom of Saudi Arabia for the purpose of mineral exploration. The license will remain exclusive to
the Joint Venture in Saudi Arabia and effective during the term of the Joint Venture.
The Joint Venture is governed by a board of directors and a technical
committee composed of an equal number of representatives from each company. The technical committee supervises the exploration activities
of the Joint Venture.
The Joint Venture board of directors consists of six nominees –
three from each of Maaden and the Company. The Chairperson will be chosen from among the Maaden nominees. Decisions of the Joint Venture
board of directors are taken by simple majority vote, except for certain reserved matters that will require the approval of directors
representing a shareholder or shareholders holding at least seventy-five percent (75%) of the aggregate equity interest in Joint Venture.
These matters now include among others, the approval of budgets, the approval of additional funding, approval of material contracts valued
at $2 million or more (including offtake agreements) but excluding certain material contracts within the authority of the technical committee,
approval of the acquisition of additional land (including Joint Venture Land), approval of any changes to exploration programs (but only
if such change results in expenditure and/or costs outside a previously approved budget), and the initiation and/or settlement of certain
disputes on behalf of the Joint Venture.
The Company will be the operator during the exploration phase. Maaden
will assume operatorship if an economically viable deposit is found and is designated by the Joint Venture for further development (a
“Designated Project”). However, the A&R Shareholders Agreement also provides that no shareholder is obligated to pursue
a Designated Project and may inform the other shareholder that it does not wish to further participate in a Designated Project, in which
case the other shareholder may pursue the Designated Project on a sole risk basis. If the Company is the non-participating shareholder
for a Designated Project, it will have the right to engage Maaden in good faith discussions regarding the transfer or exchange of Ivanhoe
Electric’s interest in a Designated Project for fair market value and the terms of such transfer or exchange including the possible
terms of a royalty in lieu of a transfer or exchange for cash or securities.
The A&R Shareholders Agreement also provides that for so long as
Ivanhoe Electric or IE Mena remains a shareholder of the Joint Venture, Ivanhoe Electric shall not enter into any other business
or business partnership involving mining activities or mineral exploration in Saudi Arabia without Maaden’s prior written consent.
The Joint Venture will not be terminable, other than upon the occurrence
of an event of default, by either party until the end of the exploration phase. On termination, the Typhoon™ units will be returned
by the Joint Venture to Ivanhoe Electric but provided that 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 Typhoon™ units under
a services arrangement for the purpose of exploring other Maaden land within Saudi Arabia.
The foregoing summary of the A&R Shareholders Agreement does not
purport to be a complete description of the A&R Shareholders Agreement and is qualified in its entirety by reference to the text of
the A&R Shareholders Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
As previously disclosed by the Company, Maaden beneficially owns greater
than 5% of the Company’s issued and outstanding shares of common stock. The Company and Maaden are parties to certain agreements
which give Maaden the right to nominate one director to the Company’s board of directors, registration rights and the right to purchase
our common stock under certain conditions and other rights as described in the Company’s definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 21, 2026, in the paragraph appearing under the heading “Exploration
Joint Venture With Maaden”, which paragraph is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1
Amended and Restated Shareholders Agreement between Saudi Arabian Mining Company (Maaden), Ivanhoe Electric Mena Holdings LTD., Ivanhoe Electric Inc. and Maaden Ivanhoe Electric Exploration and Development Limited Company dated July 7, 2026
104
Cover Page Interactive Data File (embedded with the inline XBRL document)
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: July 8, 2026
By:
/s/
Taylor Melvin
Taylor Melvin
President and Chief Executive
Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2619969d1_ex10-1.htm · Sequence: 2
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
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
in respect of
a Joint Venture for
mineral exploration and production
in the
Kingdom of Saudi Arabia
Classification: Restricted 1
TABLE OF CONTENTS
Clause
Headings
Page
1.
Definitions
and Interpretation
5
2.
[Intentionally Deleted]
18
3.
SHARE CAPITAL
18
4.
Conduct of the Business
20
5.
Shareholder UNDERTAKINGS
21
6.
EXCLUSIVITY AND USE OF Typhoon™
Units
22
7.
Exploration Phase
22
8.
Designated Project
25
9.
Area of Interest
28
10.
UNDESIGNATED LAND
29
11.
Exploration Licenses
29
12.
COMPANY FINANCING
31
13.
Distribution of Profits;
Taxes
34
14.
Budgets
35
15.
Accounting; Company Policies;
Insurance
36
16.
Shareholders
37
17.
Board of Directors
37
18.
Technical Committee
41
19.
Operator
43
20.
General Manager
45
21.
NON-SOLICIT
45
22.
TRANSFER RESTRICTIONS AND
Return of the Typhoontm units
46
23.
Ongoing Services Arrangement
47
24.
MAADEN RESTRICTIONS
47
25.
Representations, Warranties
and Undertakings
48
26.
Confidentiality and Public
Announcements
49
27.
Transfers of Shares
51
28.
Royalty Exit
53
29.
Term, Validity and Termination
53
30.
Survival
59
31.
Governing Law
59
32.
Disputes
59
33.
Language
62
34.
Assignment and Novation
62
Classification: Restricted 2
35.
Notices
62
36.
Miscellaneous
63
Schedule 1
Form of Agreement of Adherence
69
Schedule 2
Requirements relating to Transfers of Shares to a Purchaser
71
Schedule 3
Valuation
73
Schedule 4
Meetings of the Board
75
Schedule 5
Financial Reporting and Policies
77
Schedule 6
Initial License Register
79
Schedule 7
Metals
80
Schedule 8
ONGOING SERVICES ARRANGEMENT
81
Classification: Restricted 3
THIS
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made and entered into on 7 July 2026 (corresponding to 22/01/1448H)
BETWEEN:
(1) SAUDI
ARABIAN MINING COMPANY (MAADEN), a joint stock company established pursuant to Royal
Decree No. M/17 dated 14/11/1417H (corresponding to 23 March 1997) and existing
under the laws of the Kingdom of Saudi Arabia with commercial registration number 1010164391
dated 10/11/1421 H. (corresponding to 4 February 2001) and whose principal office is
at Abu Bakr Al Sadeeq Road (Exit 6), P.O. Box 68861, Riyadh 11537, the Kingdom of Saudi
Arabia (“Maaden”);
(2) IVANHOE
ELECTRIC MENA HOLDINGS LTD., a corporation incorporated under the laws of France, with
registration number 951 524 479 R.C.S. Toulouse, having its registered office at 30 Boulevard
de Thibaud, 31100 Toulouse, France (“IE Mena”);
(3) IVANHOE
ELECTRIC INC., a corporation incorporated under the laws of Delaware, USA, with registration
number 3239208, having its registered office at 251 Little Falls Drive, Wilmington, Delaware
19808 (“IE Parent”); and
(4) MAADEN
IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY, a limited liability company
existing under the laws of the Kingdom of Saudi Arabia with commercial registration number
1010890891 and whose principal office is at 8100, Abu Bakr Al Siddiq Road, Al Masyaf, Riyadh
12468 – 3996 (the “Company”).
Maaden, IE Mena and IE Parent are hereinafter
individually referred to as a “Party” and collectively as the “Parties”.
WHEREAS:
(A) On
11 January 2023, Maaden and IE Parent entered into legally binding heads of terms in
relation to, inter alia, the formation of a 50:50 joint venture for the purpose of
combining certain of their assets, technology, people and skills in order to survey, review,
identify and explore prospective mineral deposits within the Kingdom of Saudi Arabia (the
“Kingdom”), using Typhoon™ Units (as defined below), under Exploration
Licenses (as defined below) held by Maaden (the “Joint Venture”).
(B) Should
any economically viable mineral deposits within the Kingdom be identified as a result of
the Joint Venture, the Parties intend to continue the Joint Venture for the further development
of such mining projects into operating mines.
(C) The
Shareholders have incorporated and are shareholders in the Company (as defined below) through
which they will implement the Joint Venture.
(D) As
at the Effective Date and as at the date of this Agreement, the Shareholders each hold fifty
percent (50%) of the Shares.
(E) The
Parties entered into this Agreement (as defined below) with effect from the Effective Date
to: (i) set out the terms governing the relationship between the Parties in relation
to the Company; and (ii) to regulate the manner in which the Company will be managed
and the Business (as defined below) will be undertaken.
(F) This
Agreement was amended on 1 November 2023 and on 25 June 2025 (the “Previous
Amendments”) and the Parties now wish to further amend and restate this Agreement
as at the date of this Agreement, such restatement including the amendments made pursuant
to the Previous Amendments.
Classification: Restricted 4
(G) Following
the Effective Date and as recorded in the Articles of Association, the Joint Venture was
initially funded with a USD 66,000,000 (USD sixty-six million United States Dollars cash
contribution provided by IE Mena to the Company and the Land Access Rights of an equivalent
value which were contributed as an in-kind contribution to the capital of the Company by
Maaden pursuant to Clause 5.1 (Undertakings by Maaden).
(H) On
26 February 2026, the Shareholders further agreed by mutual written consent in accordance
with the prevailing terms of this Agreement at the time, to extend the initial five (5) year
Exploration Term, which was due to expire on 6 July 2028, for a further five (5) years
such that the Exploration Term shall run for ten (10) years from the Effective Date,
expiring on 6 July 2033, unless otherwise agreed between the Parties.
NOW,
THEREFORE, in consideration of the covenants contained herein and intending to be legally bound, the Parties hereby agree
as follows:
1. Definitions
and Interpretation
1.1 Definitions
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-
Classification: Restricted 5
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:
(a) in relation to services and support provided
by the personnel of a Shareholder or any of its Affiliates, all payroll costs and related
expenses attributable to such personnel (including all salaries, wages, employee benefits
and allowances for vacation, sick leave, holidays, employer portion of employee insurance,
employer portion of social and retirement benefits, payroll taxes, premiums for public liability
and property damage liability insurance, workers’ compensation and employer’s
liability insurance, and any other insurance premiums measured by payroll costs, and other
employee contributions and benefits imposed by any Law that are attributable to such personnel,
in each case consistent with the then-current practice of such Shareholder or any of its
Affiliates with respect to personnel costs and expenses, and reasonable travel expenses)
for the periods in which such services and support are being performed; and
(b) in relation to other services and support
provided by a Shareholder or any of its Affiliates, all reasonable and duly documented costs
that are actually incurred by such Shareholder or Affiliate with third parties (other than
Affiliates) in performing the same;
“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;
Classification: Restricted 6
“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:
(a) the Operator deviates from the approved
Budget by more than 25% for two (2) consecutive annual periods without obtaining a prior
Board approval;
(b) the Operator is in material breach of
its obligations or is grossly negligent in carrying out its obligations under this Agreement;
(c) the Parties agree to terminate the Agreement;
or
(d) an Insolvency Event has occurred with
respect to the Operator;
“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;
Classification: Restricted 7
“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:
(a) any Share Distribution; or
(b) any payment by the Company to any Shareholder
in respect of any Shareholder Loan;
“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
Classification: Restricted 8
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:
(a) all Initial Exploration Licenses;
(b) exploration licenses to explore for all
of the metals set forth in Schedule 7 (Metals) arising from or in connection
with Exploration License Applications;
(c) exploration licenses to explore for all
of the metals set forth in Schedule 7 (Metals) in and on the Substitute Maaden
Land; and
(d) exploration
licenses to explore for all of the metals set forth in Schedule 7 (Metals)
in and on the Joint Venture Land and/or on any Additional Land Areas;
“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);
Classification: Restricted 9
“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;
Classification: Restricted 10
“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:
(a) becomes insolvent;
(b) enters into official management or a scheme
of arrangement with creditors or any class or group of creditors;
(c) has a receiver and/or manager appointed
to it or any asset or undertaking;
(d) has an administrator, provisional liquidator
or liquidator appointed;
(e) has any secured or other creditors take
possession, or appoint an agent to take possession, of any asset; or
(f) any other form of procedure relating to
insolvency, reorganization or dissolution,
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;
Classification: Restricted 11
“IRA” means the
investor rights agreement entered into between IE Parent and Maaden on or around the Effective Date;
“IRA Unwinding Events”
means:
(a) IE Parent has failed to comply with its
obligations under Article III of the IRA with respect to Maaden’s “Top-up
Right” (as that term is defined in the IRA);
(b) IE Parent has failed to comply with its
obligation under section 6.4 of the IRA with respect to Maaden’s “Equity Participation
Right” (as that term is defined in the IRA);
(c) IE Parent has failed to comply with its
obligations under section 2.2 of the IRA with respect to a “Maaden Designated Nominee”
or an “Alternative Maaden Designated Nominee” (as those terms are defined in
the IRA); or
(d) IE Parent has failed to comply with its obligations under section
5.1 or 5.2 of the IRA,
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;
Classification: Restricted 12
“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:
(a) with respect to the Exploration Phase, IE
Mena; and
(b) with respect to any Designated Project,
Maaden;
“Parent Undertaking”
means an Undertaking which, in relation to another Undertaking, a “Subsidiary Undertaking”:
Classification: Restricted 13
(a) holds a majority of the voting rights
in the Undertaking; or
(b) has the right to appoint or remove a majority
of its board of directors (or analogous body, including a management board and supervisory
council); or
(c) has the right to exercise a dominant influence
over the Undertaking, by virtue of provisions contained in its constitutional documents or
elsewhere; or
(d) controls alone, pursuant to an agreement
with the other shareholders or members, a majority of the voting rights in the 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:
(a) IE Parent, IE Mena and Maaden; and
(b) any Shareholder which executes and delivers
an Agreement of Adherence in accordance with this Agreement,
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;
Classification: Restricted 14
“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;
Classification: Restricted 15
“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;
Classification: Restricted 16
“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).
1.2 Interpretation
In this Agreement:
1.2.1 references to Recitals, Sections, Clauses,
Schedules, attachments and paragraphs are to the recitals, sections, clauses, schedules,
attachments and paragraphs of this Agreement from time to time, unless the context otherwise
requires. The Recitals and Schedules to this Agreement from time to time shall be deemed
to form an essential and integral part of this Agreement. Reference to this Agreement shall
be a reference to its Recitals and Schedules unless the context otherwise requires;
1.2.2 headings are inserted for convenience
only and shall not control the construction of this Agreement;
1.2.3 references to the Parties include their
respective successors and permitted assigns;
1.2.4 the masculine gender shall include the
feminine and neuter and the singular number shall include the plural, and vice versa;
1.2.5 the words and expressions “include”,
“such as”, “inter alia” and equivalent
or similar words or expressions and their cognates are not limiting;
1.2.6 unless the contrary is expressly stated,
all references to time and periods of time shall be construed by reference to the Gregorian
calendar;
1.2.7 words imposing an obligation on a Party
to do any lawful act, matter or thing include an obligation to procure that it be done and
words placing a Party under a restriction include an obligation not to permit infringement
of the restriction;
Classification: Restricted 17
1.2.8 save for Clause 17.7 (Liability), which is for
the benefit of the Directors and members of the Technical Committee (and who shall have the right to enforce that provision accordingly),
the provisions of this Agreement are for the benefit of the Parties only and a person who is not a Party has no right to enforce or to
enjoy the benefit of any provision of this Agreement;
1.2.9 any reference to “law”
means any law (including, any common or customary law) and any treaty, constitution, statute,
legislation, decree, normative act, rule, ordinance, regulation, judgment, order, writ, injunction,
determination, license, permit, governmental authorization, award or other legislative or
administrative measure or judicial or arbitral decision in any jurisdiction which has the
force of law or the compliance with which is in accordance with general practice in such
jurisdiction;
1.2.10 a person includes a natural person
and a corporate or unincorporated body;
1.2.11 any reference to a provision of law
is a reference to that provision as from time to time amended or re-enacted; and
1.2.12 references to “substantiated”
in the context of a breach of a representation, warranty or other obligation means a breach
of a representation, warranty or other obligation of a Party and which is admitted by the
relevant Party or proved in accordance with Clause 32.2 (Arbitration) with all rights
of appeal (if any) having been exhausted.
2. [Intentionally
Deleted]
3. SHARE
CAPITAL
3.1 Share
Capital and Shareholder Contributions
3.1.1 On and from the Effective Date:
(A) the Shares on issue to Maaden, on the one
hand, and IE, on the other hand, and the Share Capital which such Shares represent shall
be equal; and
(B) [Reserved]
(C) the Share Capital, Shareholder Percentage and Equity Interest of Maaden
and IE shall be as follows:
Classification: Restricted 18
Share Capital
Shareholder
Percentage
Equity
Interest
Maaden
50,000 SAR plus the SAR equivalent of USD 66,000,000
50 %
50 %
IE Mena
50,000 SAR plus the SAR equivalent of USD 66,000,000
50 %
50 %
Total
100,000 SAR plus the SAR equivalent of USD 132,000,000
100 %
100 %
3.1.2 Following
the Effective Date, the Share Capital, Shareholder Percentage and Equity Interest of Maaden
and IE shall be documented in a register which shall be maintained by the Company and updated
from time to time.
3.2 Shareholders’
Equity Interest
3.2.1 The Equity Interest of a Shareholder
shall be determined as follows:
Where:
EI
=
the Equity Interest of
the Shareholder, expressed as a percentage
A
=
the sum of the Capital
Contributions and the outstanding principal and interest (if any) of Shareholder Loans funded or advanced or acquired (in accordance
with Clause 27 (Transfers of Shares)) by the Shareholder on and from the Effective Date
B
=
the sum of the Capital
Contributions and the outstanding principal and interest (if any) of Shareholder Loans (to the extent outstanding and not otherwise
converted into Shares, repaid, waived, forgiven or released) funded or advanced by all of the Shareholders on and from the Effective
Date
3.3 Changes
to Equity Interest
A Shareholders’ Equity Interest
may only be changed as follows:
3.3.1 upon
a Transfer of all, and not less than all, of its Shares and, to the extent transferred to
the transferee, Shareholder Loans in accordance with the provisions of Clause 27 (Transfers
of Shares) and Schedule 2 (Requirements Relating to Transfers of Shares to a
Purchaser) in which case the transferee shall be deemed to have an Equity Interest commensurate
to the Equity Interest transferred to the transferee; or
3.3.2 pursuant
to Clause 12.3 (Shareholder Loans) to the extent Shareholder Loans are provided
by the Shareholder(s) in accordance therewith and to the extent any interest accrues
on such Shareholder Loans; or
3.3.3 pursuant to Clause 12.4 (Procedure
for Making Cash Contributions) to the extent Cash Contributions are provided in accordance
therewith.
Classification: Restricted 19
3.4 Maintenance
of Shareholder Percentage
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).
4. Conduct
of the Business
4.1 Purpose
The Company is formed for the purpose
of carrying on the Business within the Kingdom.
4.2 Operations
4.2.1 Pursuant and subject to Clause 17 (Board
of Directors), Clause 18 (Technical Committee), Clause 19 (Operator) and
Clause 20 (General Manager), the Parties agree that day-to-day operations of the Company
shall be the responsibility of the General Manager, with the Board being responsible for
overall management and strategy and the Technical Committee and the Operators having the
responsibilities set out in this Agreement.
4.2.2 It
is the Parties’ intention as at the Effective Date that, in order to support the operations
of the Company, the Company will be staffed by a combination of personnel it hires directly,
through secondees from Maaden and Ivanhoe Electric (to the extent required) and otherwise
supported by the Maaden Support and the Ivanhoe Support.
4.3 Business
Policies
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.
4.4 Permits
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.
Classification: Restricted 20
5. Shareholder
UNDERTAKINGS
5.1 Undertakings
by Maaden
Maaden undertakes that it shall (or
shall procure that a Subsidiary Undertaking of Maaden shall):
5.1.1 make available to the Company access
to approximately 48,500 km2 of land located within the Kingdom, which is regulated
under the Exploration Licenses as recorded in the License Register from time to time (the
“Maaden Land”) for the purpose of conducting exploration activities to
identify sub-area(s) of the Maaden Land that may be developed into an operating mine
as set out further in this Agreement (“Land Access Rights”);
5.1.2 make available to the Company its existing
geological data relating to the Maaden Land; and
5.1.3 provide the Company with such Maaden Support and access to its
experience, expertise, know-how, relevant Intellectual Property, operating systems and procedures as the Technical Committee shall reasonably
request to support the Business and the Joint Venture. The Company shall reimburse to Maaden or the relevant Maaden Subsidiary Undertaking
all costs and expenses incurred in the provision of such requested services referred
to in this Clause 5.1.3 (Undertakings by Maaden) on an At Cost Basis.
5.2 Undertakings
by Ivanhoe Electric
Ivanhoe Electric undertakes that it
shall (or shall procure that an Affiliate of Ivanhoe Electric shall):
5.2.1 provide
or shall procure that an Affiliate of Ivanhoe Electric shall provide the Company with: (A) Ivanhoe
Electric Technical Support; and (B) such support and access to Ivanhoe Electric's
experience, expertise, know-how and procedures as the Technical Committee shall reasonably
request to support the Business and the Joint Venture (together with (A), "Ivanhoe
Support"). The Company shall reimburse to Ivanhoe Electric or any such other relevant
Ivanhoe Electric Affiliate all costs and expenses incurred in the provision of requested
Ivanhoe Support on an At Cost Basis. All other support provided by Ivanhoe Electric or any
other Affiliate of Ivanhoe Electric shall be provided at no cost to the Company; and
5.2.2 at the Company's cost, provide training
and development to the employees of the Company and any individuals seconded to the Company
in relation to mineral exploration, geology and the use and operation of the Typhoon™
Units. Such training shall be sufficient to allow the individuals to safely use the Typhoon™
Units and collect, interpret, and transmit data generated from using the Typhoon™ Units.
5.3 Initial
Existing Typhoon™ Unit
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.
Classification: Restricted 21
5.4 [Reserved]
6. EXCLUSIVITY
AND USE OF Typhoon™ Units
6.1 For
so long as Ivanhoe Electric or an Affiliate of Ivanhoe Electric remains a Shareholder, Ivanhoe
Electric shall not, and shall procure that its Affiliates shall not, enter into any other
business or business partnership involving mining activities or mineral exploration in the
Kingdom without Maaden's prior written consent.
6.2 The
Parties acknowledge that the sole permitted use for the Typhoon™ Units shall be on
the Maaden Land, any Additional Land Areas, any Joint Venture Land and any Areas of Interest,
or as otherwise agreed between the Parties in writing. To the extent that a Shareholder proposes
to use the Typhoon™ Units and/or TyphoonTM technology on any other land
in which a Shareholder or their Affiliates has an interest, Maaden and Ivanhoe Electric shall
discuss such proposal in good faith.
6.3 The
Parties acknowledge and agree that any survey to be conducted for minerals through the use
of the Typhoon™ Units in the Kingdom on any land (whether or not licensed to Maaden)
shall be carried out by the Company on an exclusive basis only for the benefit of the Company
and not for the benefit of any Shareholder or Party unless otherwise agreed in writing by
the Parties.
7. Exploration
Phase
7.1 Exploration
Term
7.1.1 Subject
to compliance with Applicable Law, regulations and the terms of the Exploration License,
the Exploration Phase will have a term of ten (10) years from the Effective Date (the
“Exploration Term”).
7.1.2 Unless
otherwise agreed by the Shareholders in writing and subject to a Continuing Joint Venture
Project, if at the end of the Exploration Term there has been no Designated Project Designation
(“Exploration Term Expiry”), this Agreement shall terminate in accordance
with Clause 29 (Term, Validity and Termination), provided that where there
is a Continuing Joint Venture Project that has been approved by the Board in accordance with
Clause 17.6.10 (Board Decisions) termination of this Agreement shall be subject to
Clause 29.8.2 (Consequences of Termination).
7.1.3 To the extent there is any Joint Venture
Land, the Technical Committee shall meet at least three (3) months prior to the Exploration
Term Expiry to determine the future activities to be undertaken on such Joint Venture Land.
If the Technical Committee determines Exploration Works or other activities should be conducted
on any part of the Joint Venture Land beyond the Exploration Term Expiry, the Technical Committee
shall recommend to the Board that the Joint Venture should continue with respect to such
Joint Venture Land and Exploration Works or other activities (a “Continuing Joint
Venture Project”) and provide a draft works program and budget with respect to
such Continuing Joint Venture Projects (a “CJVP Program and Budget”).
7.1.4 The Exploration Phase shall be deemed
to continue for so long as there is Exploration Works being carried out in accordance with
the terms of this Agreement and shall otherwise expire on the earlier to occur of (i) the
written agreement of the Shareholders, or (ii) following a period of three (3) years
during which no Exploration Works have been undertaken by the Parties.
Classification: Restricted 22
7.1.5 For the avoidance of doubt and subject
to the written agreement of the Shareholders, the Group may apply directly for Exploration
Licenses and participate in auctions for such Exploration Licenses.
7.2 Identification
and Acquisition of Land Areas
7.2.1 The Technical Committee may decide by
vote to:
(A) designate specific land areas from within
the Maaden Land and/or Joint Venture Land (the “Recommended Land Area”)
for Exploration Works, including to be explored during the Exploration Phase using techniques
which include the use of the Typhoon™ Units and including techniques to be applied
prior to conducting a Survey;
(B) in
respect of potential Joint Venture Land and in order for the Board to make a determination
pursuant to Clause 17.6.8 (Board Decisions), recommend to the Board
a Group Company to participate in an auction for, or acquire from a third party or otherwise,
one or more Exploration Licenses; and/or
(C) recommend to the Board that a Group Company apply to MIMR for
further Reconnaissance Licenses and/or Exploration Licenses in respect of additional land areas which may be complementary to and in
the vicinity of the existing Maaden Land and/or Joint Venture Land (the “Additional Land Areas”).
7.3 Exploration
Stages
7.3.1 Within ten (10) Business Days of
the Technical Committee voting to designate a Recommended Land Area for Exploration Works,
and to the extent that the Company wishes to conduct Exploration Works under the Exploration
Licenses, any necessary amendments to the work programme set out in such Exploration Licenses
will be submitted for approval to MIMR pursuant to the Implementing Regulations.
7.3.2 With effect from:
(A) MIMR
approving any amendments to the Exploration Licenses submitted in accordance with Clause
7.3.1 (Exploration Stages), to the extent any such amendments are necessary;
(B) the Company obtaining a Reconnaissance License
or Exploration License issued by MIMR relating to the Joint Venture Land or Additional Land
Area (as applicable); or
(C) the
Technical Committee designating a Recommended Land Area for Exploration Works,
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.
7.3.3 During
the Exploration Phase, the Company shall undertake the Exploration Works in accordance with
the Exploration Program until the
Classification: Restricted 23
Company identifies proposed target land areas on a Recommended
Land Area or any Additional Land Areas for further, more invasive, Exploration Works (as
applicable).
7.3.4 The Technical Committee shall periodically
(and at least on a quarterly basis) review the data relating to the proposed target land
areas and decide, by vote, to accept some or all of the identified target land areas for
Exploration Works (the “Exploration Drilling Stage”).
7.3.5 All other exploration works not captured
in this Clause 7 (Exploration Phase) shall be determined and approved by the Technical
Committee.
7.4 Sole
Risk – Joint Venture Land (Exploration Phase)
7.4.1 To the extent a Shareholder’s appointees to the Technical
Committee or the Board (as applicable) (the “Blocking Shareholder”) vote against the acquisition of, or carrying out
of Exploration Works on, Joint Venture Land and/or Additional Land Areas, but the other Shareholder’s appointees to the Technical
Committee or the Board (as applicable) (the “Approving Shareholder”) vote in favour of the acquisition of, or carrying
out of Exploration Works on, Joint Venture Land, the Approving Shareholder may, within two (2) months of the relevant vote, elect
to proceed with the acquisition of, or Exploration Works in relation to, the relevant Joint Venture Land (“Sole Risk Joint Venture
Land”) at its sole risk and cost on the following basis:
(A) the
Company shall, or shall procure that the applicable Group Company shall, promptly and in
any event within ninety (90) Business Days of a 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 relevant Sole Risk Joint Venture Land to the
special purpose vehicle or other holding structure through which the Approving Shareholder
intends to proceed with the development of such Sole Risk Joint Venture Land and the Approving
Shareholder shall reimburse the Company (or relevant Group Company) on an At Cost Basis for
all costs and expenses incurred by the Company in connection with procuring the consent of
MIMR to transfer relevant Exploration License(s) in accordance with this Clause
7.4.1(A) (Sole Risk – Joint Venture Land (Exploration Phase));
(B) subject to the balance of this Clause 7.4
(Sole Risk – Joint Venture Land (Exploration Phase)), the Shareholders shall
agree and implement, and cause the Company to implement, such structure as is necessary to
pass the economic benefit of the relevant Sole Risk Joint Venture Land to the Approving Shareholder
(provided that the Company shall not bear any Loss or carry any debt with respect to such
Sole Risk Joint Venture Land); and
(C) other than the assets which relate solely
to the relevant Sole Risk Joint Venture Land, the assets of the Group shall in no way be
Classification: Restricted 24
subject to an Encumbrance with respect to the relevant Sole Risk Joint Venture Land.
7.4.2 Following completion of the transfer
of the Sole Risk Joint Venture Land in accordance with Clause 7.4.1 (Sole Risk –
Joint Venture Land (Exploration Phase)) neither the Blocking Shareholder nor any Group
Company shall have any direct or indirect rights or any economic benefit in relation to the
mineral interests, mineral deposits and the operation, management and development of mines
and the production of minerals in relation to the applicable Sole Risk Joint Venture Land.
7.4.3 The
development of Sole Risk Joint Venture Land at the sole risk of a proceeding Shareholder
in accordance with this Clause 7.4 (Sole Risk – Joint Venture Land (Exploration
Phase)) shall not in any way reduce the Shareholder Percentage of the non-participating
Shareholder.
8. Designated
Project
8.1 Creation
of Designated Project
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”.
8.2 Following
Designated Project Designation
Upon Designated Project Designation:
8.2.1 to
the extent relating to Maaden Land, Maaden shall promptly, and in any event within ninety
(90) Business Days, use its best efforts to procure the consent of MIMR to transfer the relevant
Exploration License(s) in respect of the Maaden Land that is the subject of the Designated
Project Designation to the Company and the Company shall reimburse Maaden on an At
Cost Basis for all costs and expenses incurred by Maaden in connection with procuring the
consent of MIMR to transfer relevant Exploration License(s) in accordance with this
Clause 8.2.1 (Following Designated Project Designation);
8.2.2 the
Technical Committee shall submit to the Board a works program and a Designated Project
Budget with respect to the Designated Project in accordance with Clause 17.6 (Board Decisions);
8.2.3 a Pre-Feasibility Study shall be commissioned
and completed, as soon as reasonably practicable, and in any case prior to the expiry of
the relevant Exploration License, in respect of the Designated Project;
8.2.4 following
the completion of a favourable Pre-Feasibility Study, the Parties shall use their respective
best endeavours (subject to Applicable Law) to secure for the Company an Exploitation License
with a term of not less than twenty-five (25) years;
8.2.5 the Shareholders shall, with necessary
input from the Company and the Technical Committee, agree and implement, and/or cause the Company to implement (to the extent necessary),
a holding structure for the development of the Designated Project with a view to maximizing
Classification: Restricted 25
organisational and operational efficiencies
and to minimising tax and other related legal concerns (“Designated Project Holding
Structure”);
8.2.6 unless otherwise agreed by the Shareholders
in writing, the Designated Project Holding Structure shall be owned between the Shareholders
in proportion to their Equity Interest;
8.2.7 the Designated Project Holding Structure
shall have a governance structure which is substantially the same as or similar to the governance
structure established by this Agreement with such changes as are necessary to reflect the
relevant financing and other arrangements specific to that Designated Project;
8.2.8 to the extent necessary, the Parties
will co-operate in seeking the approval of MIMR and any other appropriate Competent Authority
to the transfer of any Exploration License, Reconnaissance License or Exploitation License
into the Designated Project Holding Structure as may be required for the furtherance of the
Designated Project;
8.2.9 take
such other actions as the Shareholders (with input from the Technical Committee and/or the
Board, as applicable) deem appropriate for the development of the Designated Project; and
8.2.10 Clause 8.2 (Following Designated Project Designation)
shall not apply in respect of any Designated Project in relation to which a Shareholder elects to proceed on a sole risk basis in accordance
with the terms of Clause 8.3 (Sole Risk – Designated Project), in which case the provisions of Clause 8.3 (Sole Risk
– Designated Project) shall apply instead.
8.3 Sole
Risk – Designated Project
8.3.1 To
the extent a Shareholder (a “non-participating Shareholder”) does not
wish to participate in a Designated Project, such non-participating Shareholder may, within
two (2) months of a Designated Project being deemed a Designated Project in accordance
with Clause 8.1 (Creation of Designated Project), notify the other Shareholder
that it does not wish to participate in the relevant Designated Project following which the
other Shareholder (the “proceeding Shareholder”) may elect to proceed
with the Designated Project at its sole risk and cost on the following basis:
(A) to
the extent the Designated Project is located on: (i) Maaden Land and IE Mena is the proceeding Shareholder, Maaden shall promptly,
and in any event within ninety (90) Business Days of IE Mena or its Affiliate 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 Maaden Land that is the
subject of the relevant Designated Project to the special purpose vehicle or other holding structure through which IE Mena or its Affiliate
intends to proceed with the development of the relevant Designated Project and IE Mena or its Affiliate shall reimburse Maaden on an
At Cost Basis for all costs and expenses incurred by Maaden in connection with procuring the consent of MIMR to transfer relevant
Exploration License(s) in accordance with this Clause 8.3.1(A)(i) (Sole Risk – Designated Project); or (ii) Joint
Venture Land or Additional Land Areas (in each case where the relevant Exploration License(s) is/are held in the name of a Group
Company), the Company shall,
Classification: Restricted 26
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)
(B) subject to the balance of this Clause 8.3 (Sole Risk –
Designated Project), the Shareholders shall agree and implement, and cause the Company to implement, such structure as is necessary
to pass the economic benefit of the relevant Designated Project to the proceeding Shareholder or its Affiliate (provided that the Company
shall not bear any Loss or carry any debt with respect to the Designated Project);
(C) other than the assets which relate solely
to the relevant Designated Project, the assets of the Group shall in no way be subject to
an Encumbrance with respect to the relevant Designated Project; and
(D) the exchange of the interest of the non-participating
Shareholder in the relevant Designated Project for value (whether in the form of cash, securities,
a royalty or some other form of value) shall be determined following discussions in good
faith between the non-participating Shareholder and the proceeding Shareholder or its Affiliate.
8.3.2 The
non-participating Shareholder shall continue to retain its interest in the relevant Designated
Project until such time as the relevant transaction exchanging the non-participating Shareholder’s
interest in the Designated Project for value has completed (“Sole Risk Designated
Project Completion”). Following Sole Risk Designated Project Completion occurring,
neither non-participating Shareholder nor any Group Company shall have any direct or indirect
rights or any economic benefit in relation to the mineral interests, mineral deposits and
the operation, management and development of mines and the production of minerals in relation
to the applicable Designated Project to which the Sole Risk Designated Project Completion
relates other than with respect to any interest derived from or arising in connection with
the terms and conditions of the transaction agreed between the Parties in accordance with
Clause 8.3.1(D) (Sole Risk – Designated Project).
8.3.3 The
development of a Designated Project at the sole risk of a proceeding Shareholder or its Affiliate
in accordance with this Clause 8.3 (Sole Risk – Designated Project) shall
not in any way reduce the Shareholder Percentage of the non-participating Shareholder.
Classification: Restricted 27
9. Area
of Interest
9.1 Creation
of Area of Interest
9.1.1 If,
during the Exploration Phase or following a Designated Project Designation, a TyphoonTM
Anomaly is identified or any other mineral discovery is made on land in the Exploration Area,
then subject to Clause 9.1.2 (Creation of Area of Interest), a five (5) kilometre
area of interest (“Area of Interest”) will be created around the
then-known boundaries of the TyphoonTM Anomaly or other mineral discovery.
9.1.2 An
Area of Interest shall not extend into any Undesignated Maaden Land or Excluded Maaden Land
(such Excluded Maaden Land existing as at the date the Area of Interest is created pursuant
to Clause 9.1.1 (Creation of Area of Interest)) unless Maaden provides its prior written
consent thereto.
9.2 Acquisition
of further Mineral Rights
If the Area of Interest is not fully
comprised of the Exploration Area then the Technical Committee may (as appropriate):
9.2.1 authorize the Company to apply to MIMR
for further Reconnaissance Licenses, Exploration Licenses and/or Exploitation Licenses (as
required) in respect of the Area of Interest other than in respect of Undesignated Maaden
Land or Excluded Maaden Land;
9.2.2 to the extent Reconnaissance Licenses,
Exploration Licenses and/or Exploitation Licenses (as required) in respect of the Area of
Interest are held by a third party, authorize or recommend to the Board to approve the acquisition
of mineral rights in the Area of Interest by the Company from such third party (in each case
in accordance with any applicable Delegation of Authorities); or
9.2.3 to the extent Reconnaissance Licenses,
Exploration Licenses and/or Exploitation Licenses (as required) in respect of the Area of
Interest are held by Maaden, authorize or, to the extent above a threshold in the Delegation
of Authorities, authorize with the prior written approval of an Ivanhoe Electric Director
the acquisition of mineral rights in the Area of Interest by the Company from Maaden subject
to Clause 9.1.2 (Creation of Area of Interest),
(collectively, “Additional
Licenses”).
9.3 Exploration
of Area of Interest
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.
9.4 Restriction
on acquisition of further Mineral Rights within 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:
9.4.1 as
approved by the Board; or
Classification: Restricted 28
9.4.2 any interest or licenses or direct or
indirect right in land (not being a mineral interest or license) which:
(A) is
necessary for the development or operation of another project of the Party which project
does not fall within the Area of Interest; and
(B) does not materially interfere with any future development of mineral
rights or interests within the Area of Interest.
10. UNDESIGNATED
LAND
10.1 Undesignated
Maaden Land
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.
10.2 Undesignated
Joint Venture Land
10.2.1 Subject to Clause 10.2.2 below, the
Technical Committee, and only the Technical Committee, may at any time by unanimous written
resolution conclusively reject or relinquish any part of the Joint Venture Land, such land
being “Undesignated Joint Venture Land” which shall fall outside of the definition
of Joint Venture Land.
10.2.2 If as part of any unanimous decision
to reject or relinquish part of the Joint Venture Land, the Technical Committee agrees that
one Shareholder or its Affiliate may proceed with the Exploration Works in respect of the
Joint Venture Land at its sole risk, then Clause 7.4 (Sole Risk – Joint Venture
Land (Exploration Phase)) shall apply mutatis mutandis with respect to the transfer of
such Joint Venture Land to that Shareholder or its Affiliates.
11. Exploration
Licenses
11.1 Exploration
License undertakings by Maaden
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:
11.1.1 provide the Company with access to
substitute land over which Maaden has validly subsisting Exploration Licenses; or
11.1.2 with input from the Technical Committee,
apply for and obtain additional Exploration Licenses as soon as reasonably practicable following
the rejection of Exploration License Application pending on the Effective Date;
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
Classification: Restricted 29
metals set forth in Schedule 7 (Metals) and to which Ivanhoe Electric has agreed in writing shall
constitute substitute land (“Substitute Maaden Land”).
11.2 Maintenance
of Exploration Licenses
11.2.1 Maaden
shall be responsible for maintaining all Exploration Licenses in good standing for the period
commencing on and from the Effective Date and, with respect to each Exploration License relating
to Maaden Land individually, expiring on the date on which:
(A) any Maaden Land which is the subject of
the Exploration License becomes Undesignated Maaden Land in accordance with Clause 10 (Undesignated
Land);
(B) the
relevant Exploration Licenses are transferred to the Company in accordance with Clause 8.2.1
(Following Designated Project Designation); or
(C) such time as the Maaden Land in which the subject of the Exploration
License becomes a Designated Project and in respect of which an Exploitation
License is granted pursuant to Clause 8.2.4 (Following Designated Project Designation).
11.2.2 Maaden’s
obligation to maintain the Exploration Licenses relating to Maaden Land in good standing
in accordance with Clause 11.1 (Maintenance of Exploration Licenses) shall include
Maaden undertaking (or procuring to be undertaken) the following actions:
(A) submitting work programs and amendments
to the same which have, in each case, been prepared by the Company and approved by the Technical
Committee;
(B) making payment of all rents, licenses, local
government rates and fees; and
(C) lodging all reports prepared by the Company
for submission to MIMR.
11.2.3 The
Company shall, at its cost, do all things reasonably necessary to assist Maaden in achieving
the objectives of Clauses 11.2.1 (Maintenance of Exploration Licenses)
and 11.2.2 (Maintenance of Exploration Licenses) including through the preparation
of all reports to be submitted to MIMR in connection with the Exploration Licenses relating
to Maaden Land, provision of the Exploration Program and other information reasonably required
by Maaden.
11.2.4 The
Company shall reimburse Maaden on an At Cost Basis for all costs and expenses incurred in
connection with the maintenance of the Exploration Licenses relating to Maaden Land
in accordance with these Clauses 11.2.1 (Maintenance of Exploration Licenses) and
11.2.2 (Maintenance of Exploration Licenses).
11.2.5 IE
Mena, in its capacity as Operator, acknowledges and agrees that the implementation of the Exploration Program is necessary for Maaden
to
Classification: Restricted 30
achieve the objectives of Clauses
11.2.1 (Maintenance of Exploration Licenses) and 11.2.2 (Maintenance of Exploration Licenses).
11.3 Transfer
or disposal of Exploration License
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).
11.4 Maintenance
of Additional Licenses and Joint Venture Exploration Licenses
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.
11.5 License
Register
11.5.1 The Parties agree that, as at the date
of this Agreement, the details of:
(A) all Exploration Licenses and/or Joint Venture
Exploration Licenses relating to Maaden Land, Substitute Maaden Land, Joint Venture Land
and Additional Land Areas; and
(B) all Exploration License Applications,
are
those set out in Schedule 6 (Initial License Register) (the “Initial License Register”).
11.5.2 On and from the date of this Agreement,
the Company shall update the License Register promptly (and in any event within ten (10) Business
Days) following the:
(A) submission of any new Exploration License
Application;
(B) rejection or withdrawal of any Exploration
License Application;
(C) grant of any Exploration License or Joint
Venture Exploration License; or
(D) transfer, expiry, relinquishment or amendment
of any Exploration License or Joint Venture Exploration License.
11.5.3 The License Register shall be maintained
in electronic form and shall be accessible to each Shareholder promptly upon request by the
Shareholders to the Company.
12. COMPANY
FINANCING
12.1 Capital
Increase and Decrease
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.
12.2 Further
Funding
Classification: Restricted 31
12.2.1 The Shareholders shall not be obliged
to provide any funding (“Additional Funding”) to the Company or participate
in any guarantee or similar undertaking in relation to the Company.
12.2.2 The
Board may seek, in accordance with Clause 17.6.3 (Board Decisions), to satisfy
any Additional Funding (i) first, by way of a Shareholder Loan and (ii) thereafter,
if required, by way of a new issue of Shares to existing Shareholders (“Cash Contribution”)
or third party debt financing in accordance with Clause 12.5 (Financing).
12.3 Shareholder
Loans
12.3.1 If
the Board determines in accordance with Clause 17.6.3 (Board Decisions) that
Additional Funding requirements should be met by way of a Shareholder Loan, then the following
procedure shall apply:
(A) the
Company shall simultaneously offer by way of notice to Shareholders the opportunity to provide
Shareholder Loans in an amount in aggregate sufficient to satisfy the Additional Funding
(“Shareholder Loan Offer”). The Shareholders shall be entitled, but shall
not be obliged, to provide any Shareholder Loan to the Company;
(B) each Shareholder shall have the right, directly
or through an Affiliate, to provide Shareholder Loan(s) up to an amount equal to that
Shareholder’s Equity Interest of the aggregate amount of the Additional Funding requirements
that are the subject of the Shareholder Loan Offer;
(C) within twenty (20) days of receipt of a
Shareholder Loan Offer, each Shareholder shall notify the Company in writing whether it is
willing to take up the Shareholder Loan Offer and, if so, the maximum amount of funding that
it is willing to provide; and
(D) if
a Shareholder elects not to provide the full amount of funding offered pursuant to the Shareholder
Loan Offer then the Company shall offer to the other Shareholder (on the terms of the original
Shareholder Loan Offer) the opportunity to provide funding required to meet the shortfall.
The same procedure and provisions set out in this Clause 12.3.1 (Shareholder Loans)
shall apply, provided that no such further offers shall be made after the expiry of two (2) months
from the date of the original Shareholder Loan Offer.
12.3.2 The
Shareholder Loans shall be on terms (including as to interest rate) determined by the Board
in accordance with Clause 17.6.3 (Board Decisions) provided that accrued
but unpaid interest (if any) on Shareholder Loans shall not be capitalised into principal
under any circumstances.
12.3.3 The Shareholder Loan shall be unsecured
and subordinated in right of payment to all indebtedness of the Company to third parties
for borrowed money.
12.3.4 Each Shareholder Loan shall rank pari
passu with all other subordinated indebtedness of the Company outstanding from time to
time to the Shareholders.
12.3.5 Neither
the rights nor the obligations under a Shareholder Loan may be assigned or novated to any third party without the prior written consent
of all of the Shareholders and the Company
except in connection with a
Classification: Restricted 32
Transfer of Shares pursuant
to Clause 27 (Transfers of Shares) or as otherwise expressly provided for herein.
12.3.6 No demand for any amount outstanding
under any Shareholder Loan may be made by a Shareholder (i) during the Exploration Phase
and (ii) thereafter, unless the Shareholders unanimously agree.
12.3.7 To
the extent a Shareholder provides a Shareholder Loan in accordance with Clause 12.3.1(D) (Shareholder
Loans) to meet a shortfall in funding required in connection with the acquisition by
a Group Company of Joint Venture Land (a “Shortfall Loan”), then such
Shortfall Loan shall be repaid in priority to other Shareholder Loans in accordance with
Clause 13.1 (Distribution of Profits).
12.4 Procedure
for Making Cash Contributions
12.4.1 If
in accordance with Clauses 12.2 (Further Funding) and 17.6.3 (Board Decisions),
the Board has elected to obtain Additional Funding by means of a Cash Contribution, each
Shareholder shall be entitled, but shall not be obliged, to subscribe for its Equity Interest
of the relevant Cash Contribution.
12.4.2 Any
offer to the Shareholders to subscribe for their Equity Interest of the relevant Cash
Contribution shall be made simultaneously to the Shareholders by the Company in accordance
with Clause 12.4.1 (Procedure for Making Cash Contributions) (“Share Offer”).
A Share Offer shall be made by notice specifying the amount of Cash Contribution required
and terms of the Shares on offer and shall be on identical terms as between the Shareholders
("Funding Notice") provided always that the number of Shares issued pursuant
to such Cash Contribution shall be determined in accordance with Clause 12.4.7 (Procedure
for Making Cash Contributions).
12.4.3 Within twenty (20) days of receipt
of a Funding Notice, each Shareholder shall notify the Company in writing whether it is willing
to take up the Share Offer and, if so, the maximum amount of Additional Funding that it is
willing to provide pursuant to such Share Offer.
12.4.4 If a Shareholder elects not to provide
its full portion of the Additional Funding, the Shares attributable to the shortfall in the
Additional Funding (“Residual Shares”) shall be offered to the other Shareholder
provided that such other Shareholder has accepted its full entitlement under the relevant
Funding Notice, provided that no such Residual Shares shall be allotted after the expiry
of two (2) months from the date of the original Funding Notice and provided further
that no offer of Residual Shares shall be made in circumstances where neither Shareholder
has accepted its entitlement to take up any Shares pursuant to the Share Offer.
12.4.5 The
same procedure and provisions set out in Clauses 12.4.1 (Procedure for Making Cash
Contributions) to 12.4.3 (Procedure for Making Cash Contributions) (inclusive)
shall apply equally in relation to offers of Residual Shares.
12.4.6 Each
Shareholder agrees to waive any pre-emption rights that it may have, to exercise its rights
as Shareholder in such manner and to provide such necessary approvals and waivers as may
be required to allow the issue of Shares in accordance with this Clause 12 (Company
Financing).
Classification: Restricted 33
12.4.7 At
completion of the relevant Cash Contribution, the Company shall and each Shareholder shall
procure that the Company shall, issue to each Shareholder such number of Shares as is necessary
to ensure that the number of Shares held by a Shareholder expressed as percentage of the
total issued Shares is equal to its Equity Interest (assuming completion of the relevant
Cash Contribution carried out in accordance with this Clause 12.4 (Procedure
for Making Cash Contributions)).
12.5 Financing
12.5.1 The
Board shall determine in accordance with Clause 17.6.3 (Board Decisions) the
means in which to obtain any Additional Funding that has not been satisfied pursuant to Clause
12.3 (Shareholder Loans) or Clause 12.4 (Procedure for Making Cash Contributions).
12.5.2 The
portion of the Additional Funding that takes the form of debt financing, if any, may
consist of a Shareholder Loan, loans from local (in-Kingdom) and international financing
sources, and such other sources as may be recommended by the Board based upon which source
offers the best rates and terms.
12.5.3 The Shareholders agree that the Company
shall maximize the use of third-party financing sources and (to the extent commercially achievable)
non-recourse or limited-recourse financing.
12.5.4 All bank financing, whether obtained
in the Kingdom or abroad, shall be arranged in accordance with normal and sound business
principles and the terms and conditions of any such facilities (including any associated
Shareholder guarantee) shall require the approval of the Board.
12.6 Encumbrances
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.
13. Distribution
of Profits; Taxes
13.1 Distribution
of Profits
13.1.1 It
is acknowledged and agreed by the Parties that no distributions will be made by the Company
(if any) during the Exploration Phase (other than pursuant to Clause 29.8 (Consequences
of Termination)).
13.1.2 Following completion of the Exploration
Phase, binding obligations under any financing documents and Applicable Law, the annual net
profits of the Company and any retained profits from previous Financial Years shall be applied
in the following manner, unless otherwise agreed by a resolution of the Shareholders:
(A) first,
to offset losses incurred during any Financial Year;
(B) secondly,
as may be required to meet the requirements of any financial or other covenants under any
third party financing arrangement entered into by the Company;
(C) thirdly,
as may be required by the Company to meet its reasonable working capital needs, including
to fund any approved Budget;
(D) fourthly,
toward any exploration, capital expenditure and/or expansion activities as so approved in
the then-current Budget;
Classification: Restricted 34
(E) fifthly
to satisfy any repayment obligations (including any accrued but unpaid interest thereon)
with respect to any Shortfall Loans to the extent such obligations are due and payable under
the terms of such Shortfall Loans;
(F) sixthly,
to satisfy any repayment obligations (including any accrued but unpaid interest thereon)
with respect to Shareholder Loans to the extent such obligations are due and payable under
the terms of the applicable Shareholder Loan; and
(G) seventhly,
the balance of the net profits shall be distributed to the Shareholders in proportion to
their respective Shareholder Percentages as of the end of the Financial Year, net
of any Tax which is imposed by Applicable Law and has been paid by the Company on behalf
of the Shareholder.
13.2 Taxes
and Withholding
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.
14. Budgets
14.1 Budgets
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).
14.2 Preparation
of Budgets
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.
14.3 Approval
and Funding of Budgets
Classification: Restricted 35
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)).
14.4 Budget
Overruns
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.
14.5 Emergency
or Unexpected Expenditures
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.
14.6 Amendments
to Exploration Programs and Reallocating Funds
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:
14.6.1 approve non-material amendments to
the Exploration Program; and/or
14.6.2 reallocate funds designated for certain
activities or expenditures under an approved Budget to fund the implementation of the Exploration
Program (as amended) provided that the Technical Committee cannot increase the overall amount
of aggregate funding allocated under an approved Budget other than as contemplated in Clause
14.4 (Budget Overruns).
15. Accounting;
Company Policies; Insurance
15.1 Accounting
Systems, Books and Policies
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).
15.2 Appointing
Auditors
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).
15.3 Insurance
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.
Classification: Restricted 36
16. Shareholders
16.1 Meetings
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.
16.2 Quorum
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%).
16.3 Voting
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)).
16.4 Minutes
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.
17. Board
of Directors
17.1 Composition
and Authority
17.1.1 The Company shall be managed by a Board
of Directors in accordance with the provisions of this Agreement and the Articles of Association.
17.1.2 The Board shall consist of six (6) Directors
who shall be appointed and removed as follows:
(A) whilst Maaden and Ivanhoe Electric retain
an Equity Interest of fifty percent (50%), three (3) directors shall be appointed by
Ivanhoe Electric (the “Ivanhoe Electric Directors”) and three (3) directors
shall be appointed by Maaden (the “Maaden Directors”); and
(B) upon the Equity Interest of Maaden or Ivanhoe
Electric falling below fifty percent (50%), such Party shall be entitled to appoint and remove
one (1) Director for every twenty percent (20%) of the Aggregate Equity Interest that
it represents.
17.2 Appointments
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.
Classification: Restricted 37
17.3 Chairperson
17.3.1 Maaden shall appoint a Chairperson
from among the Maaden Directors. The Chairperson shall hold office until such time as Maaden
nominates and the Board appoints a new person (from among the Maaden Directors) as the Chairperson.
17.3.2 The Chairperson shall not have a casting
vote in respect of any matters voted on by the Board. The Chairperson shall also serve as
Chairperson of Shareholders’ meetings.
17.3.3 The Chairperson shall have the authorities set out in this Agreement
and the Articles of Association and such other authorities as the Board may delegate to the Chairperson expressly in writing from time
to time. The Chairperson shall exercise such authority in a manner consistent with the decisions of the Board. For the avoidance of doubt,
the Chairperson’s role shall be non-executive and the Shareholders do not intend that the Chairperson manages day-to-day operations
of the Company, which shall be the responsibility of the General Manager and/or Operator(s), as applicable.
17.4 Meetings
and Quorum
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.
17.5 Voting
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.
17.6 Board
Decisions
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:
17.6.1 any change in the Share Capital of
the Company including the approval of the issuance of any Shares to a party other than Maaden
or IE Mena or its Affiliate;
17.6.2 the approval of Budgets, subject to
Clause 18.5.19 (Technical Committee Responsibilities);
17.6.3 the approval and form of any Additional
Funding, including with respect to Shareholder Loans or Shortfall Loans and the terms thereof;
17.6.4 the approval or commitment to any unbudgeted
capital expenditures or operating expenditure above USD 2,000,000 (USD two million);
17.6.5 the approval of disposals of any Joint
Venture Property outside of the ordinary course of business or with a value of USD 2,000,000 (USD two
Classification: Restricted 38
million) or more other than as prescribed in Clause 10 (Undesignated Land);
17.6.6 approval
of the entry into, amendment, modification, or termination of any material contract (including
any offtake agreement) with a value of USD 2,000,000 (USD two million) or more, other
than as prescribed in Clause 18.5.2 (Technical Committee Responsibilities);
17.6.7 subject to Clause 14.6 (Amendments
to Exploration Programs and Reallocating Funds), approval of any material amendment or
variation to the Exploration Program if the impact of such amendment or variation results
in expenditure and/or costs which are outside a previously approved Budget;
17.6.8 the acquisition of Joint Venture Land
and Additional Land Areas (including the application for applicable Mining Licenses in relation
thereto) following the recommendation of the Technical Committee in accordance with Clause
7.2.1 (Identification and Acquisition of Land Areas);
17.6.9 the sale, assignment, transfer, grant
or creation of any Encumbrance or declaration of trust over, or other disposal (other than
as prescribed in Clause 10 (Undesignated Land)), or grant to any person, of any right
or interest in any part of the Joint Venture Land or Additional Land Areas, or any agreement
or arrangement (whether conditional or otherwise) to carry out any such action;
17.6.10 the approval of a Continuing Joint
Venture Project, any CJVP Program and Budget and any determination to terminate or otherwise
cease Exploration Works or other activities with respect to a Continuing Joint Venture Project;
17.6.11 approval of the assumption by the
Company of any obligation for the payment or repayment of money, whether present or future,
actual or contingent, above a limit of USD 2,000,000 (USD two million) or otherwise than
in the ordinary course of business, except as provided for in an approved Budget;
17.6.12 the approval of hiring and firing
the General Manager, Finance Manager, Exploration Director and Principal Geophysicist;
17.6.13 approving any works program and/or
Designated Project Budget with respect to a Designated Project submitted by the Technical
Committee in accordance with Clause 8.2.2 (Following Designated Project Designation);
17.6.14 the approval of any variances with
an increase of fifteen percent (15%) or more over an approved Budget;
17.6.15 any material change to the purpose
or Business of the Company and any decision to expand activities outside of the purpose for
which the Company was formed;
17.6.16 the grant of any power of attorney
or other delegation of authority of the powers of the Board and revocation of the same;
17.6.17 the entering into by the Company of
any agreement with a Shareholder or an Affiliate of a Shareholder or the amendment or termination
by the Company of any such agreement, other than those expressly provided by this Agreement
or any Related Agreements;
17.6.18 the commencement of the prosecution
or defence of, or settlement of, any judicial, arbitral, regulatory or Tax proceedings (other
than trade debt in the
Classification: Restricted 39
ordinary course of business) where the amount in controversy exceeds
USD 2,000,000 (USD two million);
17.6.19 any Encumbrance whatsoever over any
part of the business, undertaking, property or material assets of the Company, other than
in the ordinary course of business or imposed by Applicable Law;
17.6.20 the initiation of formal procedures
for the resolution of any dispute on behalf of the Company where the amount in dispute exceeds
USD 1,000,000 (USD one million);
17.6.21 the issuance of any press releases
or public announcements by the Company;
17.6.22 issuance by the Company of any guarantee,
indemnity or security for the liabilities or obligations of a third party;
17.6.23 subject to Clause 20.3 (Removal),
the appointment, termination or removal of the General Manager;
17.6.24 other than in respect of any changes
or amendments which are immaterial, administrative or clerical in nature or which has a cost
impact of less than USD 2,000,000 (USD 2 million), adoption by the Company of any policies
and programs (including, but not limited to, the anti-bribery and anti-corruption policy)
or approving changes or amendments to policies and procedures for operations and related
activities, including (except as required by Applicable Law) changes or amendments to accounting,
other internal control or Tax procedures of the Company;
17.6.25 conversion by the Company of any Shareholder
Loans (whether with respect to the conversion of the principal and/or the interest (if any)
of such Shareholder Loans); and
17.6.26 constituting
committees of the Board including and determining the authority of such committees.
17.7 Liability
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.
17.8 Compliance
with Agreement
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.
17.9 Compensation
Classification: Restricted 40
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.
17.10 Removal
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.
18. Technical
Committee
18.1 Technical
Committee Composition and Authority
18.1.1 The Board shall establish a Technical
Committee (“Technical Committee”). The Technical Committee shall consist
of four (4) members (who may also be Directors): two (2) appointed by the Ivanhoe
Electric Directors; and two (2) appointed by the Maaden Directors.
18.1.2 The Ivanhoe Electric Directors and
the Maaden Directors may change their respective appointees to the Technical Committee from
time to time upon notification to, but without the consent of, the other Director group.
18.2 Chairperson
of the Technical Committee
18.2.1 IE Mena shall appoint a Chairperson
of the Technical Committee from among the members of the Technical Committee appointed by
the Ivanhoe Electric Directors. The Chairperson of the Technical Committee shall hold office
until such time as IE Mena appoints a new person (from among the members of the Technical
Committee appointed by the Ivanhoe Electric Directors) as the Chairperson of the Technical
Committee.
18.2.2 The Chairperson of the Technical Committee
shall not have a casting vote in respect of any matters voted on by the Technical Committee.
18.3 Meetings
and Quorum
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.
18.4 Voting
18.4.1 Subject to Clause 18.4.2 below, the
Technical Committee, reporting to the Board, shall adopt resolutions on the simple majority
vote of a quorate Technical Committee, with each member being entitled to only one (1) vote.
18.4.2 The Technical Committee must vote unanimously
to effectuate:
Classification: Restricted 41
(A) the
power of Maaden to surrender, dispose of or transfer Exploration Licenses in relation to
the Maaden Land under Clause 11.3 (Transfer or disposal of Exploration License);
or
(B) the disposal of Maaden Land and Joint Venture
Land under Clauses 10.1 (Undesignated Maaden Land) and 10.2 (Undesignated Joint
Venture Land), respectively.
18.5 Technical
Committee Responsibilities
The Technical Committee shall be responsible
for all technical aspects of the Joint Venture, including:
18.5.1 preparation of the Exploration Program
and other work programs and exploration results;
18.5.2 approval of the entry into, amendment,
modification, or termination of an operational contract for Exploration Works to be carried
out in connection with an Exploration Program, in each case such entry, amendment or modification
being subject to the Delegation of Authorities and there being sufficient capacity with an
approved Budget for such contract to be entered into, amended, modified or terminated (including
the reallocation of any amounts thereunder pursuant to Clause 14.6 (Amendments to Exploration
Programs and Reallocating Funds));
18.5.3 subject
to Clause 17.6.7 (Board Decisions), approval of any non-material amendment
or variation to the Exploration Program pursuant to Clause 14.6 (Amendments to Exploration
Programs and Reallocating Funds);
18.5.4 periodic
review of the Exploration Program pursuant to Clause 7.3.2 (Exploration Stages);
18.5.5 to
the extent necessary, requesting Maaden Support and/or Ivanhoe Support (as the case may be)
pursuant Clauses 5.1.3 (Undertakings by Maaden) and 5.2.1 (Undertakings
by Ivanhoe Electric);
18.5.6 save to the extent within the authority
of the Technical Committee to determine pursuant to the Delegation of Authorities, making
recommendations to the Board (including as part of the preparation of Budgets) as to the
personnel required with respect to the Exploration Program and/or a Designated Project and
whether those personnel should be seconded from a Shareholder, hired by the Company or otherwise
provided as part of the Shareholders’ obligations with respect to Maaden Support and/or
Ivanhoe Support (as contemplated above);
18.5.7 making
a recommendation to the Board in relation to a Continuing Joint Venture Project and providing
a CJVP Program and Budget, in each case in accordance with Clause 7.1.4 (Exploration
Term);
18.5.8 designating
Recommended Land Areas in accordance with Clause 7.2 (Identification and Acquisition
of Land Areas);
18.5.9 making
a recommendation to the Board to acquire Joint Venture Land or Additional Land Areas in accordance
with Clause 7.2 (Identification and Acquisition of Land Areas);
18.5.10 the
determination of Exploration Works pursuant to Clause 7.3.4 (Exploration Stages);
Classification: Restricted 42
18.5.11 determination
and approval of all other exploration works pursuant to Clause 7.3.5 (Exploration
Stages);
18.5.12 authorising
the acquisition of Additional Licenses pursuant to Clause 9.2.1 (Acquisition of
further Mineral Rights);
18.5.13 delineating the boundaries of a mineral
discovery for the purposes of defining an Area of Interest in accordance with Clause 9.1
(Creation of Area of Interest);
18.5.14 designating any Maaden Land as Undesignated
Maaden Land pursuant to Clause 10 (Undesignated Land);
18.5.15 designating any Joint Venture Land
as Undesignated Joint Venture Land pursuant to Clause 10 (Undesignated Land);
18.5.16 to
the extent not otherwise approved by the Technical Committee, approval of work programs and
amendments pursuant to Clause 11.2.1(A) (Maintenance of Exploration Licenses);
18.5.17 approving
the transfer of Exploration Licenses pursuant to Clause 11.3 (Transfer or disposal
of Exploration License);
18.5.18 preparation of Budgets pursuant to
Clause 14.2 (Preparation of Budgets);
18.5.19 the reallocation of the funds of an
approved Budget pursuant to Clause 14.6 (Amendments to Exploration Programs and Reallocating
Funds);
18.5.20 overseeing the Operator; and
18.5.21 carrying out any further responsibilities
which may be delegated to the Technical Committee from the Board or the Shareholders from
time-to-time including through the Delegation of Authorities.
18.6 Powers
and Delegation
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.
19. Operator
19.1 Operator’s
Responsibilities
19.1.1 IE Mena will, in its capacity as Operator,
have the following responsibilities:
(A) carrying out the Exploration Works in accordance
with the Exploration Program and any other directions of the Board and the Technical Committee
(including with respect to the Generative Exploration Stage and Exploration Drilling Stage);
and
(B) undertaking
its responsibilities in Clause 19.1.1(A) (Operator’s Responsibilities)
in accordance with the then applicable Exploration Budget.
19.1.2 Maaden will, in its capacity as Operator,
have the following responsibilities:
Classification: Restricted 43
(A) developing each Designated Project including
in accordance with the directions of the Technical Committee (with the input of the Board
if applicable); and
(B) undertaking
its responsibilities in Clause 19.1.2(A) (Operator’s Responsibilities)
in accordance with the then applicable Designated Project Budget.
19.2 Standard
19.2.1 Each Operator will undertake its duties
in a prudent workmanlike manner and in accordance with Good Mining Practice and in compliance
with all Applicable Law, permits, contracts and agreements and the terms of the Mining Licenses,
permits, approvals and regulatory reporting requirements relating to the Maaden Land, Joint
Venture Land and/or Additional Land Areas.
19.2.2 Each Operator may not subcontract its
duties other than as approved by the Board or provided for in a Budget save that the Technical
Committee shall agree the matters that may be subcontracted in order to obtain equipment
and/or personnel necessary for the Exploration Works.
19.3 Information
Sharing
19.3.1 Each Operator shall provide regular
monthly updates to the Company.
19.3.2 Either Shareholder may audit the Operator’s
activities and obtain access to relevant information held by the relevant Operator in respect
of its duties.
19.4 Fees
19.4.1 Subject
at all times to Clause 19.4.2 (Fees), all duly documented costs and expenses that
are reasonably and properly incurred by an Operator in carrying out its duties in accordance
with an approved Budget and otherwise in accordance with the terms of this Agreement, shall
be reimbursed by the Company (“Operator Fee”).
19.4.2 It is acknowledged and agreed by the
Parties that the Operator Fee shall not give rise to any profit in favour of the Party discharging
the role of Operator.
19.5 Cessation
of Operatorship Event
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
Classification: Restricted 44
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.
19.6 Each
Shareholder hereby agrees that in respect of the period of time for which it shall act as
the Operator, or appoint the Operator, it shall indemnify and hold the Company harmless against
any action brought or claim made against the Company, its agents or employees and any Loss
suffered by the Company to the extent such claim is not covered by insurance and results
from the gross negligence or wilful misconduct of the Operator in carrying out its duties
as Operator pursuant to the terms of this Agreement.
20. General
Manager
20.1 Appointment
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.
20.2 General
Manager Responsibilities
20.2.1 The General Manager shall be responsible
for all day-to-day operations of the Company to the extent not undertaken by the Operator(s) including
implementing the approved Budget in accordance with the Delegation of Authorities (as applicable),
hiring employees in accordance with such approved Budgets and such other responsibilities
as the Board of Directors shall from time to time determine.
20.2.2 Other than as prescribed in Clause
17.6.12 (Board Decisions) or otherwise contemplated by Clause 18.5.6 (Technical
Committee Responsibilities), the General Manager shall hire personnel as required for
the Business from time to time subject, in each case, to there being sufficient capacity
in an approved Budget for such hires.
20.3 Removal
The General Manager shall be removed
from that position:
20.3.1 automatically upon his or her death,
incapacity or resignation; or
20.3.2 on
request by either Shareholder at any time in the event of material underperformance against
approved Budgets over a period of at least six (6) months, in which case the replacement
General Manager shall be made by the Board in accordance with Clause 17.6.23 (Board Decisions).
20.4 Delegation
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.
21. NON-SOLICIT
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
Classification: Restricted 45
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.
22. TRANSFER
RESTRICTIONS AND Return of the Typhoontm units
22.1 Transfer
of TyphoonTM Units
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).
22.2 Title
to 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:
22.2.1 the conclusion of the Exploration Phase
in accordance with Clause 7.1.5 (Exploration Term);
22.2.2 the termination of this Agreement in
accordance with Clause 29 (Term, Validity and Termination);
22.2.3 the termination of the Licensing Agreement;
or
22.2.4 Ivanhoe Electric (and their Affiliates)
ceasing to hold any Shares, including as a result of Maaden exercising its rights as the
Non-Defaulting Shareholder under Clause 29.5 (Transfer of the Defaulting Shareholder’s
Shares),
(“Return Event”).
22.3 Return
of the TyphoonTM Units
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:
22.3.1 make
available such TyphoonTM Unit(s) for collection by IE Mena at its
cost within thirty (30) days of the date on which the Return Event occurs or if a Survey
is underway but not completed, within thirty (30) days following completion of such Survey;
22.3.2 provide
to IE Mena all operation manuals and other documents relating to or associated with the TyphoonTM
Unit(s);
22.3.3 assign
to IE Mena all relevant sub-contracts, warranties and guarantees relating to the TyphoonTM
Unit(s);
22.3.4 as
soon as practicable before the date of collection of such TyphoonTM Unit(s),
procure the delivery to IE Mena of all available warranties and guarantees in respect of
any plant and machinery from each manufacturer and supplier delivered to the Company in accordance
with the TyphoonTM Equipment Purchase and Technical Support Agreement; and
Classification: Restricted 46
22.3.5 retain
risk of the TyphoonTM Unit(s) until the TyphoonTM Unit(s) are
delivered to IE Mena. If any Loss occurs with respect to the TyphoonTM Unit(s) while
under the Company’s risk, the Company shall at its own cost repair and make good the
TyphoonTM Unit(s).
22.4 Title
to the Maaden Land
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:
22.4.1 the conclusion of the Exploration Phase
in accordance with Clause 7.1.5 (Exploration Term);
22.4.2 the termination of this Agreement in
accordance with Clause 29 (Term, Validity and Termination);
22.4.3 the termination of the Licensing Agreement;
or
22.4.4 Maaden (and its Affiliates) ceasing
to hold any Shares, including as a result of Ivanhoe Electric exercising its rights as the
Non-Defaulting Shareholder under Clause 29.5 (Transfer of the Defaulting Shareholder’s
Shares),
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)).
23. Ongoing
Services Arrangement
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).
24. MAADEN
RESTRICTIONS
24.1 No
reverse engineer
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.
24.2 No
Intellectual Property Rights
Maaden acknowledges and agrees on behalf
of itself and each of its Affiliates that:
24.2.1 neither
Maaden nor any of its Affiliates shall:
(A) have any Intellectual Property Rights or
other rights in any of the Typhoon™ Units or the Licensed Intellectual Property;
(B) make any claim or otherwise portray or hold
itself out to have any such rights; and
Classification: Restricted 47
(C) not, in any jurisdiction, file or otherwise
make any patent applications with respect to the Typhoon™ Units or the Licensed Intellectual
Property.
24.2.2 it shall, in its capacity as a Shareholder
with the rights afforded to it under this Agreement and the Articles of Association, procure
that the Company acts in accordance with the terms of the Licensing Agreement.
25. Representations,
Warranties and Undertakings
25.1 Mutual
Representations and Warranties
Each of the Parties represents and
warrants, severally and not jointly, to each of the other Parties that:
25.1.1 this Agreement constitutes the legal,
valid and binding obligation of such Party, enforceable against such Party in accordance
with its terms, except as may be limited by Applicable Law;
25.1.2 the execution, delivery and performance
of this Agreement by such Party does not and will not conflict with, violate or cause a breach
of its constitutive documents, any agreement, contract or instrument to which such Party
is a party or any judgment, order or decree to which such Party is subject; and
25.1.3 the operations of the Party and its
Subsidiary Undertakings are and have been conducted at all times in material compliance with
all applicable financial recordkeeping and reporting requirements, including those of the
Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act
of 2001, and its implementing regulations, and the applicable anti-money laundering statutes
of jurisdictions where the Party or its Subsidiaries conduct business, the rules and
regulations thereunder, and any applicable related or similar rules, regulations or guidelines
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”). No action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Party or any of its Subsidiaries
with respect to the Anti-Money Laundering Laws is pending, or, to the best knowledge of the
Party or any of its Subsidiaries, threatened; and
25.1.4 neither Shareholder nor any of its
Subsidiary Undertakings, Parent Undertakings nor any of its or their respective officers,
directors, managers, managing members, general partners or any other person acting in a similar
capacity or carrying out a similar function, is:
(A) a person named on the Specially Designated
Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar
list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or any similar list
of sanctioned persons administered by the European
Classification: Restricted 48
Union or any individual European Union member
state, including the United Kingdom (each a, “Sanctions List”);
(B) directly or indirectly owned or controlled
by, or acting on behalf of, one or more persons on any Sanctions List;
(C) organized, incorporated, established, located
or resident, or a citizen, national, or the government, including any political subdivision,
agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the
Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial
trade restrictions by the United States, the European Union or any individual European Union
member state, including the United Kingdom;
(D) a Designated National as defined in the
Cuban Assets Control Regulations, 31 C.F.R. Part 515; or
(E) a
non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.
25.2 IE
Parent Warranty
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.
25.3 Compliance
with Applicable Law
Each Shareholder undertakes to the
other Shareholders that it shall:
25.3.1 use its reasonable efforts to procure
that the Company shall comply in all material respects with all Applicable Laws and that
its nominated Directors and members of the Board and Technical Committee, as well as the
General Manager, shall take appropriate steps to further such compliance;
25.3.2 procure that the Articles of Association
are complied with; and
25.3.3 use
its reasonable efforts to procure that the Company shall do or cause to be done all things
necessary to obtain and maintain in full force and effect all authorizations issued by any
Competent Authority which may at any time be required under Applicable Law to enable the
Company to conduct the Business in accordance with this Agreement and in accordance with
any lawful decisions of the Shareholders, the Board of Directors or the Technical Committee.
26. Confidentiality
and Public Announcements
26.1 Confidential
Information
26.1.1 “Confidential Information”
where used in this Agreement means the written confidential commercial, financial, marketing, business, and technical or other data including
know-how, trade secrets, specifications, calculations, formulae, processes, business methods, diagrams, drawings and all other written
confidential information relating to the Company (including all exploration results of whatever nature and activities, and the Exploration
Program), the Shareholders or any of their Affiliates (whether
Classification: Restricted 49
written or electronic) (each a “Subject Party”) received or obtained
by a Party (the “Receiving Party”), and excludes in all cases Non-Confidential
Information;
26.1.2 “Non-Confidential Information”
where used in this Agreement means information:
(A) in the public domain at the time the Receiving
Party learns of it, or which later becomes publicly known through no wrongful act of a Party
(other than the Subject Party);
(B) which was in the possession of the Receiving
Party prior to the Effective Date, as shown by written records of the Receiving Party, and
which was not subject to prior confidentiality obligations with any Subject Party;
(C) which the Receiving Party acquired, after
the time of disclosure by or on behalf of any Subject Party, from a third party who had a
lawful right to disclose it to the Receiving Party and had no obligation to any Subject Party
to maintain the confidentiality of such information;
(D) which was independently developed by the
Receiving Party without the use of or reference to the Confidential Information of any Subject
Party; or
(E) which is approved for release in writing
by the Board; and
26.1.3 any Confidential Information will be
treated on the terms and conditions of this Clause 26 (Confidentiality and Public Announcements).
26.2 Ownership/Uses
of 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:
26.2.1 not disclose any of the Confidential
Information other than on a need to know basis, as reasonably necessary, to its directors,
officers, employees, attorneys, accountants, bankers, financial advisors or consultants who
are bound by written agreements with the Receiving Party to maintain the Confidential Information
in confidence or who are otherwise under obligations of confidentiality to the Receiving
Party (collectively, the “Representatives”);
26.2.2 advise its Representatives of the obligation
of confidentiality hereunder;
26.2.3 require its Representatives to use
the same degree of care as is used with the Receiving Party’s own proprietary information;
and
26.2.4 advise the Board of Directors of any
misappropriation or misuse of the Confidential Information.
26.3 Disclosures
26.3.1 Notwithstanding
the foregoing, the Receiving Party shall have the right to disclose Confidential Information
to the extent required by Applicable Law or any Competent Authority, in accordance with the
rules or by-laws of any stock exchange or pursuant to Clause 26.3.2 (Disclosures)
below, provided that the Receiving Party shall, to the extent practicable and permitted by
Classification: Restricted 50
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.
26.3.2 Where a Shareholder wishes to Transfer
its Shares to a Purchaser in accordance with Schedule 2 (Requirements Relating to
Transfers of Shares to a Purchaser) it shall have the right to disclose Confidential
Information to the extent reasonably required to enable a Purchaser to carry out due diligence
and review information on the Company and its Business as would be reasonable for a purchaser
seeking to purchase Shares for value and on arm’s length terms, provided always the
Transferor shall obtain from the Purchaser a confidentiality undertaking in favour of the
Company and its Shareholders on terms acceptable to the Board of Directors and the other
Shareholders, in each case acting reasonably.
26.4 Return
of Confidential Information
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.
26.5 Public
Announcements
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.
27. Transfers
of Shares
27.1 Limitation
on Transfer of Shares
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.
Classification: Restricted 51
27.2 Transfers
to Affiliates
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:
27.2.1 where the Transferor is Ivanhoe Electric,
the Transfer does not and will not have any impact on any Related Agreement relating to the
Typhoon™ Units;
27.2.2 the Affiliate Transferee executes an
Agreement of Adherence;
27.2.3 the Affiliate Transferee is of Sufficient
Financial Standing;
27.2.4 the
Transferor undertakes, in form and substance in a manner acceptable to the other Shareholders, that the Shares will be Transferred back
to the Transferor (or the Parent Undertaking which wholly-owns the Transferor) prior to the Affiliate Transferee ceasing to be a wholly-owned
Subsidiary Undertaking of the Transferor or the Parent Undertaking which wholly-owns (or owned, as the case may be) the Transferor. The
Affiliate Transferee shall provide to the other Shareholders such information as they may reasonably
request to ascertain that the Affiliate Transferee has not ceased to be a wholly-owned Subsidiary Undertaking of the Transferor
or the Parent Undertaking which wholly-owns (or owned, as the case may be) the Transferor; and
27.2.5 where applicable, MIMR has given its
approval for such Transfer.
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.
27.3 Maaden
Transfer
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.
27.4 Transfers
Following Completion of the Exploration Phase
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
Classification: Restricted 52
all) of the Shares and Shareholder Loans held by them to the same Purchaser at the same time in accordance with the same provisions.
28. Royalty
Exit
With respect to a Designated Project,
to the extent Ivanhoe Electric does not wish to participate or continue to participate in a Designated Project:
28.1.1 Ivanhoe Electric may exercise its rights
under Clause 8.3 (Sole Risk – Designated Project ) within the time permitted
under such clause;
28.1.2 at any time, Ivanhoe Electric
shall have the right to engage Maaden in good faith discussions regarding the transfer or
exchange of Ivanhoe Electric's interest in a Designated Project for Fair Market Value and
the terms of such transfer or exchange including the possible terms of a royalty in lieu
of a transfer or exchange for cash or securities; or
28.1.3 to the extent Ivanhoe Electric’s
equity or other participating interest in a Designated Project is less than ten percent (10%)
of the aggregate equity or other participating interests in the Designated Project, then
Ivanhoe Electric shall have the right to engage Maaden in good faith discussions regarding
the conversion of its interest in such Designated Project into a royalty and the terms of
such conversion.
29. Term,
Validity and Termination
29.1 Term
and Termination
29.1.1 This
Agreement shall commence on the Effective Date and shall continue in full force until:
(A) all of the Shares are held by a single Shareholder
(and its Affiliates); or
(B) the
finalisation of the dissolution or liquidation of the Company, including with respect to
the full and final discharge of the activities contemplated by Clause 29.8 (Consequences
of Termination).
29.1.2 If
not terminated earlier under Clause 29.1.1 (Term and Termination), this Agreement
shall also terminate and the Parties shall procure that all of the activities contemplated
by Clause 29.8 (Consequences of Termination) are undertaken and are
fully and finally discharged on the occurrence of the following events:
(A) provided
there is no Designated Project, upon the Exploration Term Expiry unless agreed otherwise
by the Shareholders (subject to the requirements of Clause 17.6.10 (Board Decisions));
(B) a TLA Unwinding Event;
(C) Maaden notifying the other Parties that
it is electing to terminate this Agreement as a result of the occurrence of an IRA Unwinding
Event; or
(D) all of the Shareholders agree in writing
to terminate this Agreement,
(in each case, a “Termination
Event”).
Classification: Restricted 53
29.2 No
Obligations Post-Transfer
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.
29.3 Default
If:
29.3.1 any Shareholder or Guarantor is in
material breach of its obligations under:
(A) Clause 25.1.3 and 25.1.4 (Mutual Representations
and Warranties);
(B) Clause 36.1 (Anti-Bribery Compliance:
Trade Sanctions Compliance);
(C) Clause 27 (Transfers of Shares);
or
(D) with respect to IE Parent only, Clause 25.2
(IE Parent Warranty),
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
29.3.2 IE
is in breach of Clause 6.1 (Exclusivity and use of Typhoon™ Units);
29.3.3 any
Shareholder or a Guarantor is subject to an Insolvency Event; or
29.3.4 any
Shareholder is subject to a Change of Control (other than a Change of Control of IE Parent
which occurs while IE Parent is publicly listed company or a Change of Control of Maaden
which occurs while Maaden is a publicly listed Company),
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.
29.4 Default
Notice
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”).
29.5 Transfer
of the Defaulting Shareholder’s Shares
29.5.1 Subject
to Clause 29.5.2 (Transfer of the Defaulting Shareholder’s Shares), if a Default Notice is given pursuant to Clause
29.4 (Default Notice), then the Non-Defaulting Shareholder shall have the right (but not the obligation),
Classification: Restricted 54
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.
29.5.2 For
the purpose of calculating Fair Market Value in the context of clause 29.5.1 (Transfer
of the Defaulting Shareholder’s Shares), no value shall be attributed to:
(A) the TyphoonTM Units;
(B) Land Access Rights relating to a Designated
Project in respect of which a Shareholder has elected to proceed on a sole risk basis in
accordance with the terms of Clause 8.3.1 (Sole Risk); and
(C) Land Access Rights in relation to Maaden
Land which do not relate to a Designated Project.
29.5.3 Service
of notice under Clause 29.5.1 (Transfer of the Defaulting Shareholder’s Shares)
shall initiate the process to determine the Fair Market Value of the relevant Shares and
Shareholder Loans. Within thirty (30) days after delivery of the certified determination
of the Fair Market Value of a Defaulting Shareholder’s Equity Interest pursuant
to Schedule 3 (Valuation), the Parties shall commence the procedures required
to obtain all approvals and consents under Applicable Law and from the Competent Authorities
required to Transfer the Shares of the Defaulting Shareholder (and its Affiliates, if applicable)
free and clear of all Encumbrances and credited as fully paid. At the closing in respect
of the Transfer of the Shares of the Defaulting Shareholder (and its Affiliates, if applicable),
the Defaulting Shareholder (and its Affiliates, if applicable) shall assign any Shareholder
Loans to the Non-Defaulting Shareholder free and clear of all Encumbrances, and the Parties
shall sign such documents and shall comply with all requirements under Applicable Law and
as directed by the Competent Authorities to effect the Transfer of the Shares and the assignment
of the Shareholder Loans.
29.6 Suspension
of Voting Rights
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.
29.7 Continuing
Joint Venture Projects
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:
Classification: Restricted 55
29.7.1 agree that, notwithstanding anything to the contrary herein,
the provisions of this Agreement shall be deemed to apply only to the extent necessary for the conduct of the Continuing Joint Venture
Project(s) and the implementation of the approved CJVP Program(s) and Budget(s) including the continuation of the governance
and shareholding structure of the Company during the period in which such Continuing Joint Venture Project(s) are being conducted;
29.7.2 to the extent 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 on Joint Venture Land constituting a Continuing Joint Venture Project
then Clause 8 (Designated Project) shall apply and, unless agreed otherwise by the
Shareholders in writing, the Parties shall establish a Designated Project Holding Structure
in which to progress the development of the Continuing Joint Venture Project; and
29.7.3 either:
(a) following the establishment of the Designated Project Holding Structure in which
to continue with the development of the Continuing Joint Venture Project; or (b) a determination
by the Board to cease further Exploration Works or other activities being carried out with
respect to all remaining Continuing Joint Venture Project(s), the Winding Up Activities contemplated
by Clause 29.8 (Consequences of Termination) shall be finalised.
29.8 Consequences
of Termination
29.8.1 Subject
to Clause 29.8.2 (Consequences of Termination) and the requirements
of any Continuing Joint Venture Project(s) as contemplated by Clause 29.7 (Continuing
Joint Venture Projects) and any approved CJVP Program(s) and Budget(s), upon the
occurrence of a Termination Event or the unanimous written agreement of the Shareholders
to dissolve or liquidate the Company, the Board shall commence the winding up of all activities
of the Company including:
(A) to
the extent not already returned, returning the Typhoon™ Units to IE Mena in accordance
with Clause 22 (Transfer Restrictions and Return of the TyphoonTM Units);
(B) arranging for an evaluation of the Shutdown
Costs as at the date of the termination;
(C) to
the extent applicable and unless the Shareholders otherwise agree in writing, distributing
the legal and/or beneficial interests (including any debt financing by the Company whether
by way of Shareholder Loan or otherwise) held by the Company in any Designated Project Holding
Structure to the Shareholders pro-rata to their Equity Interest;
(D) taking such steps in relation to the Continuing
Joint Venture Projects as contemplated by Clause 29.7 (Continuing Joint Venture Projects)
and as otherwise directed by the Board to take;
(E) taking such steps to dispose of Joint Venture
Property (other than Joint Venture Land which is the subject of a Continuing Joint Venture
Project) as it is directed to take by the Board;
Classification: Restricted 56
(F) to the extent reasonably possible, meeting
the Shutdown Costs from the proceeds of realization of Joint Venture Property (other than
Joint Venture Land the subject of a Continuing Joint Venture Project);
(G) requiring payment of a Cash Contribution from each Shareholder
to the extent that the proceeds of realization of Joint Venture Property in accordance with 29.8.1(F) above are insufficient to
meet the Shutdown Costs; and
(H) after
paying the Shutdown Costs, distributing any net amount remaining from the proceeds of realization
of Joint Venture Property among the Shareholders pro rata in proportion to their respective
Equity Interests.
(collectively, the “Winding
Up Activities”).
29.8.2 Where
a Continuing Joint Venture Project has been approved by the Board in accordance with Clause
17.6.10 (Board Decisions) the Winding Up Activities shall only be carried out to the
extent such actions do not impact the Continuing Joint Venture Project(s) with the balance
of the Winding Up Activities to be completed following the conclusion of the Continuing Joint
Venture Project(s) (as determined by the Board in Clause 17.6.10 (Board Decisions))
and as contemplated by Clause 29.7 (Continuing Joint Venture Projects).
29.9 IE
Parent Guarantee
29.9.1 In
consideration of Maaden and the Company entering into this Agreement, IE Parent irrevocably
and unconditionally guarantees to each of the Maaden Parties and the Company the punctual
performance of all obligations of IE Mena and any of its Affiliate Transferees under
this Agreement (each an “IE Party” and together the “IE Parties”)
and undertakes to each Maaden Party and the Company that:
(A) whenever an IE Party does not pay any amount
when due under or in connection with this Agreement, IE Parent shall immediately on
demand pay that amount as if it was the principal obligor; and
(B) whenever an IE Party fails to perform any
other obligations under this Agreement, IE Parent shall immediately on demand perform
(or procure performance of) and satisfy (or procure the satisfaction of) that obligation,
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.
29.9.2 The obligations of IE Parent will not
be affected by any act, omission, matter or thing which, but for this Clause 29.9.2
(IE Parent Guarantee), would reduce, release or prejudice any of its obligations under
this Agreement including:
(A) any time, waiver or consent granted to an
IE Party or any other person;
Classification: Restricted 57
(B) the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against
an IE Party under this Agreement;
(C) the insolvency (or similar proceedings)
of an IE Party, any incapacity or lack of power, authority or legal personality of an IE
Party;
(D) any amendment to this Agreement;
(E) any illegality, invalidity or unenforceability
of any obligation of any person under this Agreement; or
(F) any other act, event or omission which might
operate to discharge, impair or otherwise affect any of the obligations of IE Parent or any
of the rights, powers and remedies conferred on Maaden or the Company under this Agreement.
29.10 Maaden
Guarantee
29.10.1 In
consideration of Ivanhoe Electric and the Company entering into this Agreement, Maaden irrevocably
and unconditionally guarantees to each IE Party and the Company the punctual performance
of all obligations of any entity to which it Transfers its rights and obligations under this
Agreement pursuant to Clause 27.3 (Maaden Transfer) and any of its or such entity
or entities (as the case may be) or Affiliate Transferees under this Agreement (each
an “Maaden Party” and together the “Maaden Parties”)
and undertakes to each IE Party and the Company that:
(A) whenever a Maaden Party does not pay any
amount when due under or in connection with this Agreement, Maaden shall immediately on demand
pay that amount as if it was the principal obligor; and
(B) whenever a Maaden Party fails to perform
any other obligations under this Agreement, Maaden shall immediately on demand perform (or
procure performance of) and satisfy (or procure the satisfaction of) that obligation,
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.
29.10.2 The obligations of Maaden will not
be affected by any act, omission, matter or thing which, but for this Clause 29.10.2
(Maaden Guarantee), would reduce, release or prejudice any of its obligations under
this Agreement including:
(A) any time, waiver or consent granted to a
Maaden Party or any other person;
(B) the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against
a Maaden Party under this Agreement;
Classification: Restricted 58
(C) the insolvency (or similar proceedings)
of a Maaden Party, any incapacity or lack of power, authority or legal personality of a Maaden
Party;
(D) any amendment to this Agreement;
(E) any illegality, invalidity or unenforceability
of any obligation of any person under this Agreement; or
(F) any other act, event or omission which might
operate to discharge, impair or otherwise affect any of the obligations of Maaden or any
of the rights, powers and remedies conferred on an IE Party or the Company under this Agreement.
30. Survival
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.
31. Governing
Law
This Agreement shall be governed by
and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.
32. Disputes
32.1 Initial
Resolution Efforts
32.1.1 Prior
to referring any dispute, controversy or claim arising out of or in connection with this
Agreement, including any question regarding its breach, existence, termination or validity
(for the purposes of this Clause 32 (Disputes), a "Dispute")
to arbitration, the Party or Parties wishing to make such reference shall notify in writing
the other Party or Parties of the existence and nature of the Dispute (for the purposes of
this Clause 32 (Disputes), a "Dispute Notice") and its / their proposed
basis for settlement of such Dispute. The Dispute Notice shall state which other Parties
the notifying Party or Parties consider(s) to be parties to the Dispute.
32.1.2 For a period of thirty (30) days following
service of the Dispute Notice, the Parties to the Dispute shall take steps to resolve the
Dispute ("Cooling-Off Period").
32.1.3 If the Dispute is not resolved during
the Cooling-Off Period, the Party or Parties in receipt of the Dispute Notice shall respond
to such Dispute Notice within fourteen (14) days of expiry of the Cooling-Off Period ("Response
Period"), including its/their proposed basis for settlement.
Classification: Restricted 59
32.1.4 A Chief Executive Officer of each Party
which is a party to the Dispute shall then meet within ten (10) days of expiry of the
Response Period to attempt to settle the Dispute. No statement as to a Party's proposed basis
for settlement may be relied upon or referred to in later proceedings (except for the terms
of any agreed settlement between the Parties).
32.2 Arbitration
32.2.1 Any Dispute which has not been settled within sixty (60) days
from the date of issue of the Dispute Notice (whether or not the Parties complied with the requirements of Clause 32.1(Initial Resolution
Efforts)) shall, at the initiative of any of the Parties to the Dispute, be referred to be finally and exclusively resolved by arbitration
under the Saudi Centre for Commercial Arbitration Rules (the "Rules") in force at the date hereof, which Rules are
deemed to be incorporated by reference to this Clause 32 (Arbitration).
32.2.2 The number of arbitrators shall be
three (3), one selected by the initiating party in the notice of arbitration, the second
selected by the other party within thirty (30) days of receipt of the notice of arbitration,
and the third, who shall act as presiding arbitrator, selected by the two parties’
appointed arbitrators within thirty (30) days of the selection of the second arbitrator.
If any arbitrators are not selected within these time periods, the SCCA Administrator shall
make the selection(s).
32.2.3 The seat, or legal place, of any arbitration
shall be London. The language of the arbitration shall be English. Each of the Parties hereby
agrees that: (i) it shall not appeal against or challenge any arbitral award made pursuant
to arbitration proceedings conducted in accordance with this Clause 32, insofar as such waiver
may validly be made; and (ii) it shall not object to or challenge any application to
recognise or enforce any arbitral award made pursuant to this Clause 32 in any court, insofar
as such waiver may validly be made, and it will submit to the jurisdiction of that court
for the purposes of those enforcement proceedings.
32.2.4 The costs of arbitration, any court
proceedings ancillary to the arbitration or any court proceedings relating to challenging
or enforcing any arbitral award or order, including the reasonable legal fees and expenses
of the winning Party or Parties and the fees and expenses of the arbitrator and of any independent
experts and advisors appointed by the arbitrator in connection with the dispute, shall be
borne by the losing Party or Parties unless otherwise determined by the arbitrator or the
court as the case may be. Unless otherwise agreed by the Parties, all payments ordered to
be made in any arbitration award shall be denominated in US Dollars free and clear of any
deduction or withholdings whatsoever (including, but not limited to, any deduction or withholdings
for Tax). Any arbitration award shall be enforceable by any court having jurisdiction over
a Party against which the award has been rendered and wherever assets of a Party against
which the award has been rendered can be located.
32.2.5 Should any part of this Agreement or
any other agreements arising out of or relating to it be null and void, such nullity shall
not affect the validity of this Clause 32.
32.2.6 By agreeing to arbitration in accordance
with this Clause 32, the Parties do not intend to deprive any competent court of its jurisdiction
to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the
Classification: Restricted 60
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.
32.2.7 The Parties undertake to keep confidential all awards in any
arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced
by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party
by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial
authority.
32.3 Waiver
of Sovereign Immunity
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:
32.3.1 any mediation or arbitration proceeding
commenced under this Agreement or otherwise;
32.3.2 any judicial, administrative or other
proceedings to aid any mediation or arbitration commenced under this Agreement or otherwise;
and
32.3.3 any effort to confirm, enforce or execute
any decision, settlement, award, judgment, service of process, execution order or attachment
(including pre-judgment attachment) over any asset, property or revenues that results from
a mediation, an arbitration or any judicial or administrative proceedings commenced under
this Agreement or otherwise.
32.4 Compliance
with Laws
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.
32.5 Notices
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).
32.6 Continuing
Operations
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.
Classification: Restricted 61
33. Language
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.
34. Assignment
and Novation
34.1 Assignment
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.
35. Notices
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
Classification: Restricted 62
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.
36. Miscellaneous
36.1 Anti-Bribery
Compliance: Trade Sanctions Compliance
36.1.1 Each of the Parties shall in relation
to this Agreement, and for the purpose of implementing this Agreement and procuring actions
on the part of the Company, comply with all Applicable Laws concerning bribery and corruption,
including the Saudi Anti-Bribery Law.
36.1.2 Without limiting Clause 36.1.1 (Anti-Bribery
Compliance: Trade Sanctions Compliance), no Party shall make, nor will offer or commit
to make, authorize or further, any payment or transfer of money, or gift of anything of value,
directly or indirectly, to any Government Official or any other person, for the purpose of
securing or inducing the act, decision, influence, or omission of such Government Official
or any other person to obtain, retain, or direct business, or secure any improper advantage,
for any person in connection with this Agreement, or for the purpose of implementing this
Agreement. “Government Official” for purposes of this Clause 36.1.2 (Anti-Bribery
Compliance: Trade Sanctions Compliance) shall mean any officer, employee, agent or representative
of a department, agency, or instrumentality of government (national, state, or local) or
a public international organization, including any state-owned or controlled enterprise,
or anyone acting in an official capacity for any government body.
36.1.3 Without prejudice to any Party’s
right to enforce any other remedy provided by Applicable Law, if any Party or Shareholder (i) wilfully and intentionally commits
any act or omission that constitutes a breach of Clause 36.1.1 (Anti-Bribery Compliance: Trade Sanctions Compliance) or Clause
36.1.2 (Anti-Bribery Compliance: Trade Sanctions Compliance) and (ii) such act or omission has a significant adverse effect
(financial or otherwise) on any other Party or Shareholder, then such act or omission shall be deemed to
Classification: Restricted 63
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).
36.1.4 No part of any of the dividends paid by the Company to a Shareholder
will be paid, directly or indirectly, to any individual who is a Government Official. The Company shall adopt procedures to ensure that
any transactions with persons who may be deemed to be Government Officials under all Applicable Laws are reviewed and assessed consistent
with their risks and measures are taken to mitigate such risks.
36.1.5 The Company shall operate in a manner
to comply with all applicable trade control laws and regulations, anti-money laundering laws,
sanction laws, anti-boycott laws and human rights laws, and shall adopt relevant policies,
procedures and other measures, including human rights policies consistent with Applicable
Law, to ensure that it so complies.
36.2 Severability
In the event that any provision of
this Agreement should be or become incomplete or ineffective, such invalidity or incompleteness shall not affect the validity of the
remaining provisions hereof. In such case, the Parties shall re-negotiate in good faith a valid provision which implements the intent
and purpose of the invalid provision and which shall be agreed upon by the Parties, affords the same rights and imposes the same obligations
on the Parties and has substantially the same economic effect on both the Parties and the Company.
36.3 Limitation
of Liability
Notwithstanding any other provision
of this Agreement, except to the extent caused by the Party’s wilful breach of this Agreement, a Party and the Party’s Directors,
officers, employees, agents and other representatives are not liable, whether in contract, negligence or otherwise, to any other Party
for any actions or inactions unless such person acted with gross negligence, wilful misconduct or in violation of Applicable Law, for
any damages or loss of profit, use, opportunity or goodwill or for any special, indirect or other consequential losses arising out of
or in connection with this Agreement.
36.4 Rights
and Remedies Cumulative and not Exclusive
The rights and remedies as provided
for in this Agreement are cumulative and shall be in addition to and not in substitution for any other rights and remedies available
under this Agreement or under Applicable Law. Except as otherwise expressly provided for in this Agreement, the election of one or more
remedies shall not waive the election of any other remedies.
36.5 Entire
Agreement
This Agreement and any documents referenced
herein, constitutes the complete and exclusive statement of the agreement between the Parties with reference to the subject matter hereof
and supersedes all prior agreements, promises, proposals, representations, understandings and negotiations, whether or not reduced to
writing, between the Parties respecting such subject matter.
Classification: Restricted 64
36.6 No
Waiver
A failure by a Shareholder to assert
its rights under this Agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from any act or omission.
No waiver by a Shareholder with respect to any right shall extend to any subsequent breach of the terms hereof unless such waiver explicitly
provides otherwise.
36.7 Amendment
No variation or amendment to this Agreement
shall be effective unless in writing signed on behalf of all of the Parties.
36.8 Articles
of Association
The Parties agree that the Articles
of Association shall at all times, subject to Applicable Law, conform to and not be inconsistent with this Agreement. In the event of
any conflict or inconsistency between this Agreement and the Articles of Association, the terms of this Agreement shall prevail as between
the Shareholders and the Shareholders unanimously agree that they shall exercise their voting rights as Shareholders to amend the Articles
of Association to reflect the terms of this Agreement, subject to Applicable Law.
36.9 No
Partnership
Nothing contained or implied in this
Agreement shall constitute or be deemed to constitute a partnership between the Shareholders and none of the Shareholders shall have
any authority to bind or commit any other Party in any way, save as expressly set out herein or as otherwise agreed by the Shareholders
in writing.
36.10 Counterparts
This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
36.11 Delegation
of Authorities
Subject to the reserved matters in Clause 17.6 (Board
Decisions), the Directors may create and dissolve, and may delegate any of their powers to, one or multiple committees of the Board,
the General Manager, the Finance Manager or any other managers of the Company pursuant to the Delegation of Authorities.
[Signature page follows]
Classification: Restricted 65
IN
WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written:
Saudi
Arabian Mining Company (Maaden)
/s/ Robert Wilt
Signature of authorized representative
Name: Robert Wilt
Title: Chief Executive Officer
[Signature Page to
Shareholders’ Agreement]
Ivanhoe
Electric Inc.
/s/ Taylor Melvin
Signature of authorized representative
Name: Taylor Melvin
Title: President and Chief Executive Officer
Ivanhoe
Electric MENA Holdings Ltd.
/s/ Graham Boyd
Signature of authorized representative
Name: Graham Boyd
Title: Director
[Signature Page to
Shareholders’ Agreement]
MAADEN
IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY
/s/ Quentin Markin
Signature of authorized representative
Name: Quentin Markin
Title: Director
Signature of authorized representative
Name:
Title:
[Signature Page to Shareholders’
Agreement]
MAADEN
IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY
/s/ Darryl Clark
Signature of authorized representative
Name: Darryl Clark
Title: Executive Vice President, Exploration &
Resource Development
Signature of authorized representative
Name:
Title:
[Signature Page to Shareholders’
Agreement]
Schedule 1
Form of
Agreement of Adherence
Date: ____________________H. (corresponding to
____________________G.)
[Name
of shareholder] (hereinafter “we”) intend to become shareholder of Maaden Ivanhoe Electric Exploration and Development
Limited Company, a limited liability company organized under the laws and regulations of the Kingdom of Saudi Arabia (the “Company”),
and hereby agree to comply with, and be bound by, all of the provisions of the Shareholders’ Agreement dated as of _____________
h. (corresponding to _____________ g.) (the “Shareholders’ Agreement”) (a copy of which has been delivered to
us and which we have initialled and attached to this Agreement of Adherence for identification) in all respects as if we were a party
to that Shareholders’ Agreement and were originally named in it as a party (as defined in the Shareholders’ Agreement).
1. In
addition we hereby warrant to each of the other Parties hereto on the date hereof as follows:
1.1.1 we are duly organized, validly existing
and in good standing under the respective laws of the jurisdiction in which we are organized;
1.1.2 each of this Agreement of Adherence
and the Shareholders’ Agreement constitutes a legal, valid and binding obligation on
our part, enforceable against us in accordance with its terms, except as may be limited by
Applicable Law (as defined in the Shareholders Agreement);
1.1.3 the execution, delivery and performance
of this Agreement of Adherence by us does not and will not conflict with, violate or cause
a breach of our constitutive documents, any agreement, contract or instrument to which we
are a party or any judgment, order or decree to which we are subject; and
1.1.4 we
agree to give written notice to the other Parties if any of the warranties made by us in
this Agreement of Adherence should prove to have been incorrect, incomplete or misleading
on the date of this Agreement of Adherence or [●] should become incorrect, incomplete
or misleading during the term of the Shareholders’ Agreement.
IN
WITNESS whereof we have executed this Agreement of Adherence on the date stated above.
[Shareholder]
By:
Name:
Title:
[Existing Shareholders]
69
By:
Name:
Title:
By:
Name:
Title:
70
Schedule 2
Requirements
relating to Transfers of Shares to a Purchaser
1. Obligation
to Give Offer Prior to Sale
Each Shareholder agrees that, except
as provided in Clause 27.2 (Transfers to Affiliates), it will not Transfer or suffer the Transfer to any third party of
its Shares, whether now owned or hereafter acquired or whether by sale or otherwise, and whether voluntary or involuntary, until and
unless it shall have first made the offer to sell as set out in this Schedule 2 (Requirements relating to Transfers of Shares
to a Purchaser).
2. Notice
of Intent to Transfer
The Transferor shall first deliver
a written notice (a “Transfer Notice”) to the other Shareholder and the Company (each, an “Offeree”)
through the Company’s Board of Directors.
3. Contents
of Transfer Notice
The Transfer Notice shall identify
the Purchaser, and all shareholders holding 10% or more of the shares in the capital of the Purchaser (other than shareholders of publicly
traded stock on any national exchange) and shall specify the Transferor’s Shares and Shareholder Loans that are to be Transferred
(the “Offered Interests”), the terms of the proposed Transfer and the price per Share offered by the Purchaser for
the Offered Interests, which must be wholly in cash, cash equivalents or readily marketable securities (the terms and price together
are referred to hereinafter as the “Offer Terms”).
4. Pre-Emptive
Rights
Each Offeree shall, by written notice
served on the Transferor, within thirty (30) days after the date of service of a Transfer Notice, elect to:
4.1.1 purchase all (but not less than all)
of the Offered Interests for cash on the Offer Terms; or
4.1.2 waive its right to purchase the Offered
Interests and to consent to the Transfer by the Transferor of all of the Offered Interests
to the Purchaser, subject only to the conditions in Paragraph 9.
5. Waiver
of Pre-Emptive Rights
If the Offeree fails to make an election
pursuant to Paragraph 4 within thirty (30) days after the date of service of a Transfer Notice:
5.1.1 the Offeree shall be deemed to have
waived its rights to purchase such Offered Interests and to have consented to the Transfer
by the Transferor of all of the Offered Interests to the Purchaser, subject only to the conditions
in Paragraph 9;
5.1.2 the Transferor may either withdraw its
offer to Transfer all of its Shares to the Purchaser or, within one hundred and twenty (120)
days after the date of service of the Transfer Notice, Transfer all of its Shares to the
Purchaser at a price and on terms no less favourable to the Transferor than those
71
offered to the Offeree
in the Transfer Notice (after the expiry of one hundred and twenty (120) days a new offer must be made in accordance with this Schedule 2
(Requirements relating to Transfers of Shares to a Purchaser)); and
5.1.3 if the Transferor elects to sell its
Shares to the Purchaser under Paragraph 5.1.2, the Transferor shall provide information to
the Offeree sufficient to enable the Offeree to verify the price and terms of the sale.
6. Transfers
to Offeree
If any Offeree elects within thirty
(30) days after the date of service of the Transfer Notice to purchase all (but not less than all) of the Offered Interests as contemplated
by Paragraph 4.1.1, the Transferor shall, within sixty (60) days after the date of such election, sell to the Offeree free and clear
of all Encumbrances and credited as fully paid, and the Offeree shall purchase from the Transferor, the Offered Interests in cash on
the Offer Terms.
7. Transfer
of Shareholder Loans
At the closing of any Transfer to the
Offeree or a Purchaser, as applicable, the Transferor shall assign any Transferor Shareholder Loans which are required to be transferred
as part of the Transfer of the applicable Shares to the Offeree or the Purchaser (or its Affiliate, as the case may be) free and clear
of all Encumbrances, and the parties to such Transfer and the Company shall execute and deliver such documents as are reasonably necessary
to effect such Transfer and assignment.
8. Validity
of Transfer
Notwithstanding the foregoing provisions
of this Schedule 2 (Requirements relating to Transfers of Shares to a Purchaser), no Transfer of Shares or any economic interests
therein to a Purchaser shall be valid or enforceable against either the Company or any Shareholder unless and until the Purchaser: (i) executes
an Agreement of Adherence; and (ii) procures a guarantee of its obligations as Shareholder from a guarantor party acceptable to
the other Shareholder (where the other Shareholder(s), acting reasonably, requires such a guarantee).
9. Circumstances
when pre-emption right is not applicable
The pre-emption right set forth in
this Schedule 2 (Requirements relating to Transfers of Shares to a Purchaser) shall not apply to the transfer of ownership
of Shares by inheritance, will, or by virtue of a judgment issued by the competent judicial authority.
72
Schedule 3
Valuation
1. Independent
Expert Determination
Except as the Shareholders may otherwise
agree on a case-by-case basis, the “Fair Market Value” of a Shareholder’s Equity Interest shall as required
be determined as follows.
1.1 Each
Shareholder shall select an independent expert (a “Valuation Expert”).
The costs of each Valuation Expert shall be borne by the Defaulting Shareholder. For the
purpose of this Schedule 3 (Valuation), “Valuation Expert”
shall mean the mining section of any internationally recognized investment bank or accountancy
firm with mining valuation expertise. Each Valuation Expert shall calculate the Fair Market
Value of the relevant Equity Interest in accordance with Paragraph 1.2 and shall submit a
report of its valuation of the relevant Equity Interest to the Shareholders within twenty
(20) days of the date of the Default Notice.
1.2 If the variance in the Fair Market Value
of the relevant Equity Interest as calculated by each Valuation Expert is fifteen percent
(15%) or less, then the mathematical average of the two (2) valuations shall be calculated
and the resultant amount shall be the final Fair Market Value of the relevant Equity Interest
and shall be binding on the Shareholders.
1.3 If the variance in the Fair Market Value
of the relevant Equity Interest as calculated by each Valuation Expert is greater than fifteen
percent (15%), the Shareholders shall jointly appoint a third Valuation Expert. If the Shareholders
are unable to agree on a third Valuation Expert it shall be appointed by the auditors to
the Company. Irrespective of whether it is selected by agreement or by the auditors, the
third Valuation Expert shall be appointed by or deemed to be appointed by both Shareholders.
The costs of the third Valuation Expert shall be borne by the Defaulting Shareholder.
1.4 The third Valuation Expert shall conduct
an independent review of the reports submitted by each of the two prior Valuation Experts
and shall calculate the Fair Market Value of the relevant Equity Interest.
1.5 The Fair Market Value of the relevant
Equity Interest as calculated by the third Valuation Expert shall be the final Fair Market
Value of the relevant Equity Interest and shall be binding on the Shareholders. The Valuation
Expert shall act as expert and not as arbitrator.
2. Valuation
Criteria
Each of the Valuation Experts shall
apply the following valuation criteria and principles. The Fair Market Value of Equity Interest shall be the price at which a willing
seller would sell and a willing buyer would buy having full knowledge of the facts, in an arm’s-length transaction without time
constraints, and without being under any compulsion to buy or sell. The Fair Market Value of the relevant Equity Interest may give effect
to any discount for a minority interest or premium for a majority interest. In determining Fair Market Value of the relevant Equity Interest,
the Valuation Expert shall value the Company on a going concern basis, taking into account the then existing market conditions, the Company’s
net assets other than:
2.1 the
TyphoonTM Units;
73
2.2 Land Access Rights relating to a Designated
Project in respect of which a Shareholder has elected to proceed on a sole risk basis in
accordance with the terms of Clause 8.3.1 (Sole Risk); and
2.3 Land Access Rights which do not relate
to a Designated Project.
and
the then present value of the company’s future cash flows.
74
Schedule 4
Meetings
of the Board
Meetings of the Board shall be conducted in accordance
with the Articles of Association, and in accordance with the following provisions:
1. Meetings
of the Board.
Meetings
of the Board of Directors shall be called by the Secretary (or acting secretary) and may be held via teleconference or videoconference
in accordance with paragraph 2 of this Schedule 4 (Meetings of the Board), with at least one (1) meeting held
in-person at the location specified by the Chairperson, which will ordinarily be at the head office of the Company, or more frequently
or at a location as the Board may determine. Meetings shall be held at such times as the Chairperson may require upon at least fifteen
(15) days’ prior written notice to each of the Directors. Any two (2) Directors may also request the Chairperson to call a
meeting of the Directors, in which case the Secretary shall promptly send notice of the meeting in accordance with this Schedule 4
(Meetings of the Board). The Board shall meet at least three (3) times every year with up to six (6) months between
each meeting, or more frequently as the Board may determine, and any meeting of the Board may be combined with a meeting of the Shareholders.
1.1.1 The notice shall indicate the date,
time and place of the meeting and shall include the agenda for the meeting. Any Director
wishing to add items to the agenda shall be entitled to do so, provided that such Director
notifies the Secretary of the additional agenda items at least five (5) calendar days
prior to the scheduled date of the meeting of the Board of Directors. Notice of additional
agenda items may be delivered by email or facsimile transmission.
1.1.2 Any Director unable to attend the meeting
may be represented by proxy pursuant to written authorization of the Director. Such written
authorization may be in any form sufficient to convey the Director’s intent to be represented
at the meeting by proxy and shall be signed by such represented Director.
1.1.3 A Director may waive notice of a meeting
and/or additional agenda items in writing.
1.1.4 In
case of a Board Deadlock, the provisions of paragraphs 4 to 7 (inclusive) of this Schedule 4
(Meetings of the Board) shall apply.
2. Meetings
by Teleconference or Videoconference
The
Chairperson or the Secretary shall, prior to the Board meeting held on teleconference or videoconference, ensure that arrangements are
in place to enable participation by such means. Participation in a meeting pursuant to this provision constitutes presence in person
at such meeting. The minutes of any telephonic meeting shall be recorded and signed in accordance with paragraph 3 of this Schedule 4
(Meetings of the Board).
3. Minutes
The Chairperson shall cause the Company
to maintain a special register in which the minutes of meetings of the Board and its resolutions shall be entered. The
75
Chairperson shall be responsible for
taking, or designating the Secretary of the meeting to take, the minutes of each meeting of the Board. Minutes of meetings shall be signed
by the Chairperson and the secretary of the meeting and resolutions adopted by the Board shall be signed by the Directors in attendance
at the meeting, as provided herein.
4. Board
Deadlock
A Board deadlock (“Board Deadlock”)
will be deemed to occur where a duly convened meeting of the Board fails to take affirmative action on a matter set out in:
4.1.1 Clause
17.6.1 (Budgets)
4.1.2 Clause 17.6.3 (Additional Funding);
4.1.3 Clause 17.6.7 (Exploration Program);
4.1.4 Clause 17.6.14 (Budget Variations);
4.1.5 Clause 17.6.15 (Changes to the Business);
or
4.1.6 Clause 17.6.17 (Related Party Agreements).
5. Board
Deadlock Notice
Where a Board Deadlock occurs, a Director
seeking action may serve notice (a “Board Deadlock Notice”) on the other Directors stating that in his or her opinion
a Board Deadlock has occurred and identifying the matter over which the Board is deadlocked.
6. Negotiation
Within fifteen (15) days of delivery
of the Board Deadlock Notice, senior officers of IE Parent and Maaden (the “Board Deadlock Committee”) shall negotiate
and endeavour to resolve in good faith the Board Deadlock. If the Board Deadlock Committee resolves the Board Deadlock within fifteen
(15) days of delivery of the Board Deadlock Notice the Directors shall adopt any resolution reached by the Board Deadlock Committee.
If the Board Deadlock Committee does not resolve the Board Deadlock within fifteen (15) days of delivery of the Board Deadlock Notice,
the status quo shall prevail.
7. Continuity
of Operations
Throughout the entire period from the
date of delivery of the Board Deadlock Notice until resolution of the Board Deadlock or otherwise the prevailing of the status quo, the
Company shall continue its Business and operations in accordance with Clause 32.6 (Continuing Operations) and all directions from
the Board of Directors and the Technical Committee on matters unaffected by the matter in question on the Board Deadlock.
76
Schedule 5
Financial
Reporting and Policies
1. Records
The Shareholders shall cause the Company
to keep proper books of record and accounts in English in which full and correct entries shall be made of all financial transactions
relating to the business and financial position of the Company. The Company shall establish effective systems of internal controls and
accounting allowing accurate control and allocation of all transactions of the business. Such systems of internal controls shall be designed
to ensure that all transactions are properly identified and recorded and described in sufficient detail to ensure their proper classification;
to ensure that expenditures are made in accordance with management directives and Company policies; to accurately measure the value of
transactions; to ensure that transactions are recorded in the proper period; to ensure that transactions are properly presented and disclosed
in the financial statements of the Company; to ensure compliance with all Applicable Laws and statutory requirements; and to ensure auditing
at appropriate intervals. Off book transactions and accounts shall be strictly prohibited. For the avoidance of doubt, such systems shall
provide for the preparation of financial statements in accordance with International Financial Reporting Standards, US GAAP, Saudi Arabian
Accounting Standards and other Applicable Law, and such other controls as are required to ensure each Shareholder (and its Affiliates)
is provided with all material information relating to the Company to allow timely decisions by such Shareholder regarding required disclosure
necessary to satisfy any regulatory or other disclosure obligations to the extent required by Applicable Law.
2. Financial
Reporting
The financial reporting requirements
of the Company shall be as determined by the Board, subject to Applicable Law. In respect of each approved Budget:
2.1.1 the Company shall forward to the Shareholders
within fifteen (15) days (or such longer period as may be approved by the Board) after the
end of each calendar month, monthly management accounts in a form which shall include:
i. a balance sheet, profit and loss account
and cash flow statement (and related supporting schedules). For the month and year to, date,
which shall show the financial position of the Company and provide a report on the Company’s
performance and operations, including a comparison on a line by line basis between budgeted
and actual revenues and expenditures, with an explanation of material variances between such
figures and in respect of current operations, and in connection with any development the
current estimated costs to the projected date on which the preparation and equipping of a
mine complex on the Maaden Land will be complete, or will be sufficiently complete to commence
commercial operations, compared on a line by line basis to the approved Budget, with an explanation
of material variances between such figures;
77
ii. a profit and cash flow forecast to the end
of the current Financial Year and a comparison between such forecast and the budgeted figures;
and
iii. such additional information as either Shareholder
may request from time to time, including, for example, to explain any variances between the
budgeted and actual figures of the Company for any period;
2.1.2 the Company shall forward to the Shareholders
within twenty (20) days after the end of Financial Quarter of the Company, statements comparing
the financial results of the Company for such Financial Quarter and the portion of the current
Financial Year as well as standard production numbers (including tonnes, grade and recoveries)
then ended with the same Financial Quarters of the previous Financial Year, together with,
to the extent requested by any Shareholder, a review engagement letter from the Company’s
auditors with respect thereto, to be prepared at the expense of the requesting Shareholder;
2.1.3 the Company shall forward to the Shareholders
within forty-five (45) days following the end of each Financial Year the audited consolidated
accounts of the Company and the Company shall instruct the Company auditors to discuss the
same with each Shareholder as required from time to time and to make their working papers
available for inspection to either Shareholder or such firm of chartered accountants as either
Shareholder may nominate at its written request; and
2.1.4 to the extent required by Ivanhoe Electric,
the Company shall reconcile any financial information provided with US GAAP and Ivanhoe Electric
shall provide reasonable assistance with such reconciliation. All costs in relation to such
reconciliation will be borne solely by Ivanhoe Electric.
3. Policies
The Board of Directors shall adopt,
and the General Manager, the Operator and the Technical Committee shall procure maintenance of the management policies, directives, operating
procedures, standard terms and conditions, price guidelines and other documents necessary for the successful and proper operation of
the Business and compliance with all Applicable Laws.
4. Inspection
by Shareholders
Each Shareholder is entitled to inspect
and copy the books and records of the Company at its own expense either directly or through an agent reasonably acceptable to the other
Shareholder, subject to such Shareholder first obtaining reasonable undertakings of confidentiality from such agent. Such rights of inspection
shall be exercised upon reasonable prior notice and in such a manner as not to interfere unreasonably with the conduct of the Company’s
business.
78
Schedule 6
Initial License Register
79
Part 1
Exploration Licenses Granted
License
Number
Region_Name
Exploration
Licence
Name
Region
Area
km2
Licence
Blocks
NO.
Issue
Date_G
Expiry
Date
Comments
1443365
Al
Amar
Al_Amar_05
Riyadh
99.720
1
07-Jun-22
15-Apr-27
1443366
Al
Amar
Al_Amar_06
Riyadh
80.990
1
07-Jun-22
15-Apr-27
1443367
Al
Amar
Al_Amar_07
Riyadh
99.700
1
07-Jun-22
15-Apr-27
1443368
Al
Amar
Al_Amar_08
Riyadh
99.710
1
07-Jun-22
15-Apr-27
1443389
Al
Amar
Al_Amar_09
Riyadh
56.400
1
07-Jun-22
15-Apr-27
1443371
Al
Amar
Al_Amar_10
Riyadh
81.980
1
07-Jun-22
15-Apr-27
1443388
Al
Amar
Al_Amar_11
Riyadh
33.490
1
07-Jun-22
15-Apr-27
1443386
Al
Amar
Al_Amar_12
Riyadh
41.500
1
07-Jun-22
15-Apr-27
1443387
Al
Amar
Al_Amar_13
Riyadh
99.710
1
07-Jun-22
15-Apr-27
1443369
Al
Amar
Al_Amar_14
Riyadh
52.220
1
07-Jun-22
15-Apr-27
1443385
Al
Amar
Al_Amar_15
Riyadh
99.680
1
07-Jun-22
15-Apr-27
1443384
Al
Amar
Al_Amar_16
Riyadh
99.220
1
07-Jun-22
15-Apr-27
1443383
Al
Amar
Al_Amar_17
Riyadh
99.710
1
07-Jun-22
15-Apr-27
1443382
Al
Amar
Al_Amar_18
Riyadh
99.710
1
07-Jun-22
15-Apr-27
1443381
Al
Amar
Al_Amar_20
Riyadh
99.710
1
07-Jun-22
15-Apr-27
1443380
Al
Amar
Al_Amar_21
Riyadh
99.700
1
07-Jun-22
15-Apr-27
1443379
Al
Amar
Al_Amar_22
Riyadh
68.320
1
07-Jun-22
15-Apr-27
1443378
Al
Amar
Al_Amar_23
Riyadh
73.660
1
07-Jun-22
15-Apr-27
1443377
Al
Amar
Al_Amar_24
Riyadh
72.400
1
07-Jun-22
15-Apr-27
1443376
Al
Amar
Al_Amar_25
Riyadh
70.590
1
07-Jun-22
15-Apr-27
1443375
Al
Amar
Al_Amar_26
Riyadh
99.690
1
07-Jun-22
15-Apr-27
1443374
Al
Amar
Al_Amar_27
Riyadh
99.690
1
07-Jun-22
15-Apr-27
1443373
Al
Amar
Al_Amar_28
Riyadh
74.970
1
07-Jun-22
15-Apr-27
1443372
Al
Amar
Al_Amar_29
Riyadh
31.600
1
07-Jun-22
15-Apr-27
1442337
Al
Mahad
Al_Mahad_04
Al
Madinah
54.940
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442336
Al
Mahad
Al_Mahad_06
Al
Madinah
44.320
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442335
Al
Mahad
Al_Mahad_07
Al
Madinah
46.840
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442334
Baara
Baara
Al
Madinah
99.830
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442356
Bir_Umq
Bir_Umq_01
Al
Madinah
99.740
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442355
Bir_Umq
Bir_Umq_02
Al
Madinah
74.910
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442354
Bir_Umq
Bir_Umq_03
Al
Madinah
95.210
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442353
Bir_Umq
Bir_Umq_04
Al
Madinah
99.740
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442352
Bir_Umq
Bir_Umq_05
Al
Madinah
82.510
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442351
Bir_Umq
Bir_Umq_06
Al
Madinah
67.960
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442350
Bir_Umq
Bir_Umq_07
Al
Madinah
93.440
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442349
Bir_Umq
Bir_Umq_11
Al
Madinah
99.740
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442348
Bir_Umq
Bir_Umq_12
Al
Madinah
87.930
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442346
Bir_Umq
Bir_Umq_13
Al
Madinah
50.130
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1443316
Bir_Umq
Bir_Umq_14
Al
Madinah
67.280
1
27-Oct-21
03-Sep-26
1443350
Bir_Umq
Bir_Umq_15
Al
Madinah
54.400
1
29-Apr-22
07-Mar-27
1442347
Bir_Umq
Bir_Umq_16
Al
Madinah
60.920
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442345
Bir_Umq
Bir_Umq_17
Al
Madinah
99.720
1
21-Jun-21
28-Apr-26
Renewal
Submitted
1442344
Bir_Umq
Bir_Umq_18
Al
Madinah
95.270
1
21-Jun-21
28-Apr-26
Renewal
Submitted
14413016
La
Huf
La_Huf_01
Al
Madinah
95.800
1
07-Jun-25
31-Jul-30
14413017
La
Huf
La_Huf_02
Al
Madinah
57.110
1
07-Jun-25
31-Jul-30
14433139
Musayna'ah
Musayna'ah
Hail
76.450
1
28-Jul-22
04-Jun-27
1442327
Musayna'ah
A
Musayna'ah_A_04
Hail
38.320
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442326
Musayna'ah
A
Musayna'ah_A_05
Hail
99.820
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442325
Musayna'ah
A
Musayna'ah_A_06
Hail
93.430
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442324
Musayna'ah
A
Musayna'ah_A_07
Hail
73.750
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442323
Musayna'ah
A
Musayna'ah_A_08
Hail
97.910
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442322
Musayna'ah
A
Musayna'ah_A_09
Hail
84.780
1
09-Jun-21
16-Apr-26
Renewal
Submitted
144332
Musayna'ah
A
Musayna'ah_A_13
Hail
30.850
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442321
Musayna'ah
A
Musayna'ah_A_14
Hail
82.250
1
09-Jun-21
16-Apr-26
Renewal
Submitted
1442320
Musayna'ah
A
Musayna'ah_A_15
Hail
79.110
1
09-Jun-21
16-Apr-26
Renewal
Submitted
14433107
Musayna'ah
B
Musayna'ah_B_01
Hail
85.370
1
28-Jun-22
06-May-27
14433108
Musayna'ah
B
Musayna'ah_B_02
Hail
83.080
1
28-Jun-22
06-May-27
20250300140
Najran
Najran_04
Najran
82.640
1
03-Jan-25
02-Jan-30
20250300021
Najran
Najran_05
Najran
99.590
1
01-Jan-25
31-Dec-29
20250300093
Najran
Najran_06
Najran
99.590
1
02-Jan-25
01-Jan-30
20250300098
Najran
Najran_07
Najran
99.590
1
02-Jan-25
01-Jan-30
20250300105
Najran
Najran_08
Najran
99.590
1
02-Jan-25
01-Jan-30
20250300106
Najran
Najran_09
Najran
99.640
1
02-Jan-25
01-Jan-30
20250300107
Najran
Najran_10
Najran
99.640
1
02-Jan-25
01-Jan-30
20250300108
Najran
Najran_11
Najran
99.640
1
02-Jan-25
01-Jan-30
20250300091
Najran
Najran_12
Najran
99.640
1
02-Jan-25
01-Jan-30
20250300090
Najran
Najran_13
Najran
99.640
1
02-Jan-25
01-Jan-30
20250300020
Najran
Najran_14
Najran
11.971
1
01-Jan-25
31-Dec-29
20250300089
Najran
Najran_17
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300088
Najran
Najran_18
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300079
Najran
Najran_19
Najran
94.439
1
02-Jan-25
01-Jan-30
20250300019
Najran
Najran_20
Najran
99.690
1
01-Jan-25
31-Dec-29
20250300087
Najran
Najran_21
Najran
99.690
1
02-Jan-25
01-Jan-30
20250300109
Najran
Najran_22
Najran
99.690
1
02-Jan-25
01-Jan-30
20250300110
Najran
Najran_23
Najran
99.690
1
02-Jan-25
01-Jan-30
20250300096
Najran
Najran_24
Najran
99.690
1
02-Jan-25
01-Jan-30
20250300097
Najran
Najran_25
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300111
Najran
Najran_26
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300112
Najran
Najran_27
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300018
Najran
Najran_28
Najran
99.740
1
01-Jan-25
31-Dec-29
20250300086
Najran
Najran_29
Najran
95.516
1
02-Jan-25
01-Jan-30
20250300085
Najran
Najran_30
Najran
12.149
1
02-Jan-25
01-Jan-30
20250300084
Najran
Najran_31
Najran
64.740
1
02-Jan-25
01-Jan-30
20250300083
Najran
Najran_32
Najran
80.395
1
02-Jan-25
01-Jan-30
20250300104
Najran
Najran_35
Najran
5.820
1
02-Jan-25
01-Jan-30
20250300139
Najran
Najran_36
Najran
98.334
1
03-Jan-25
02-Jan-30
20250300138
Najran
Najran_37
Najran
99.750
1
03-Jan-25
02-Jan-30
20250300113
Najran
Najran_38
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300114
Najran
Najran_39
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300115
Najran
Najran_40
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300116
Najran
Najran_41
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300117
Najran
Najran_42
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300118
Najran
Najran_43
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300017
Najran
Najran_44
Najran
99.700
1
01-Jan-25
31-Dec-29
20250300103
Najran
Najran_45
Najran
99.700
1
02-Jan-25
01-Jan-30
20250300082
Najran
Najran_46
Najran
34.205
1
02-Jan-25
01-Jan-30
20250300078
Najran
Najran_50
Najran
14.124
1
02-Jan-25
01-Jan-30
20250300077
Najran
Najran_51
Najran
71.028
1
02-Jan-25
01-Jan-30
20250300081
Najran
Najran_52
Najran
48.129
1
02-Jan-25
01-Jan-30
20250300080
Najran
Najran_53
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300095
Najran
Najran_54
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300119
Najran
Najran_55
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300094
Najran
Najran_56
Najran
99.750
1
02-Jan-25
01-Jan-30
20250300016
Najran
Najran_57
Najran
99.740
1
01-Jan-25
31-Dec-29
20250300076
Najran
Najran_58
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300075
Najran
Najran_59
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300015
Najran
Najran_60
Najran
77.495
1
01-Jan-25
31-Dec-29
20250300014
Najran
Najran_61
Najran
95.314
1
01-Jan-25
31-Dec-29
20250300069
Najran
Najran_62
Najran
65.217
1
02-Jan-25
01-Jan-30
20250300068
Najran
Najran_63
Najran
32.627
1
02-Jan-25
01-Jan-30
20250300132
Najran
Najran_66
Najran
36.971
1
03-Jan-25
02-Jan-30
20250300067
Najran
Najran_67
Najran
58.881
1
02-Jan-25
01-Jan-30
20250300137
Najran
Najran_68
Najran
99.740
1
03-Jan-25
02-Jan-30
20250300136
Najran
Najran_69
Najran
99.740
1
03-Jan-25
02-Jan-30
20250300135
Najran
Najran_70
Najran
99.740
1
03-Jan-25
02-Jan-30
20250300134
Najran
Najran_71
Najran
99.740
1
03-Jan-25
02-Jan-30
20250300133
Najran
Najran_72
Najran
99.740
1
03-Jan-25
02-Jan-30
20250300102
Najran
Najran_73
Najran
99.740
1
02-Jan-25
01-Jan-30
20250300002
Najran
Najran_74
Najran
99.740
1
01-Jan-25
31-Dec-29
20250300131
Najran
Najran_75
Najran
95.098
1
03-Jan-25
02-Jan-30
20250300130
Najran
Najran_76
Najran
33.390
1
03-Jan-25
02-Jan-30
20250300013
Najran
Najran_77
Najran
51.150
1
01-Jan-25
31-Dec-29
20250300101
Najran
Najran_78
Najran
25.652
1
02-Jan-25
01-Jan-30
20250300066
Najran
Najran_85
Najran
22.292
1
02-Jan-25
01-Jan-30
20250300001
Najran
Najran_86
Najran
99.730
1
01-Jan-25
31-Dec-29
20250300074
Najran
Najran_87
Najran
99.730
1
02-Jan-25
01-Jan-30
20250300073
Najran
Najran_88
Najran
99.730
1
02-Jan-25
01-Jan-30
20250300072
Najran
Najran_89
Najran
99.730
1
02-Jan-25
01-Jan-30
20250300071
Najran
Najran_90
Najran
99.730
1
02-Jan-25
01-Jan-30
20250300070
Najran
Najran_91
Najran
99.730
1
02-Jan-25
01-Jan-30
20250300065
Najran
Najran_92
Najran
93.262
1
02-Jan-25
01-Jan-30
20250300064
Najran
Najran_93
Najran
26.455
1
02-Jan-25
01-Jan-30
20250300063
Najran
Najran_94
Najran
52.781
1
02-Jan-25
01-Jan-30
14433109
Umm
Ash Shalahib
Umm_Ash_Shalahib_03
Riyadh
65.000
1
28-Jun-22
06-May-27
1444375
Wadi
Bidah
Wadi_Bidah_01
Makkah
72.230
1
22-Dec-22
28-Oct-27
1444376
Wadi
Bidah
Wadi_Bidah_02
Makkah
79.190
1
22-Dec-22
28-Oct-27
1444378
Wadi
Bidah
Wadi_Bidah_03
Makkah
85.930
1
22-Dec-22
28-Oct-27
1444385
Wadi
Bidah
Wadi_Bidah_04
Makkah
99.440
1
25-Dec-22
31-Oct-27
1444393
Wadi
Bidah
Wadi_Bidah_05
Makkah
81.010
1
25-Dec-22
31-Oct-27
1444392
Wadi
Bidah
Wadi_Bidah_06
Makkah
16.440
1
25-Dec-22
31-Oct-27
1444381
Wadi
Bidah
Wadi_Bidah_07
Al
Baha
68.850
1
22-Dec-22
28-Oct-27
1444391
Wadi
Bidah
Wadi_Bidah_08
Makkah
-Al Baha
80.540
1
25-Dec-22
31-Oct-27
1444379
Wadi
Bidah
Wadi_Bidah_09
Al
Baha
42.470
1
22-Dec-22
28-Oct-27
1444390
Wadi
Bidah
Wadi_Bidah_10
Al
Baha
31.880
1
25-Dec-22
31-Oct-27
1444389
Wadi
Bidah
Wadi_Bidah_11
Al
Baha
17.700
1
25-Dec-22
31-Oct-27
1444388
Wadi
Bidah
Wadi_Bidah_12
Al
Baha
30.530
1
25-Dec-22
31-Oct-27
1444380
Wadi
Bidah
Wadi_Bidah_13
Al
Baha
41.270
1
22-Dec-22
28-Oct-27
1444387
Wadi
Bidah
Wadi_Bidah_14
Al
Baha
23.390
1
25-Dec-22
31-Oct-27
1444377
Wadi
Bidah
Wadi_Bidah_15
Al
Baha
41.800
1
22-Dec-22
28-Oct-27
1444386
Wadi
Bidah
Wadi_Bidah_16
Al
Baha
95.400
1
25-Dec-22
31-Oct-27
1444384
Wadi
Bidah
Wadi_Bidah_17
Al
Baha
44.490
1
22-Dec-22
28-Oct-27
1444382
Wadi
Bidah
Wadi_Bidah_18
Al
Baha
25.720
1
22-Dec-22
28-Oct-27
20250300033
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_01
Riyadh
99.630
1
02-Jan-25
01-Jan-30
20250300003
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_02
Riyadh
99.630
1
01-Jan-25
31-Dec-29
20250300032
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_03
Riyadh
99.630
1
02-Jan-25
01-Jan-30
20250300025
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_04
Riyadh
99.620
1
02-Jan-25
01-Jan-30
20250300031
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_05
Riyadh
99.620
1
02-Jan-25
01-Jan-30
20250300030
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_06
Riyadh
99.620
1
02-Jan-25
01-Jan-30
20250300028
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_07
Riyadh
99.620
1
02-Jan-25
01-Jan-30
20250300029
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_08
Riyadh
99.680
1
02-Jan-25
01-Jan-30
20250300038
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_09
Riyadh
99.680
1
02-Jan-25
01-Jan-30
20250300039
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_10
Riyadh
99.680
1
02-Jan-25
01-Jan-30
20250300040
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_11
Riyadh
99.680
1
02-Jan-25
01-Jan-30
20250300041
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_12
Riyadh
99.680
1
02-Jan-25
01-Jan-30
20250300027
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_13
Riyadh
99.690
1
02-Jan-25
01-Jan-30
20250300004
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_14
Riyadh
99.690
1
01-Jan-25
31-Dec-29
20250300034
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_15
Riyadh
99.750
1
02-Jan-25
01-Jan-30
20250300042
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_16
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300043
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_17
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300044
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_18
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300045
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_19
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300046
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_20
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300047
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_21
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300005
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_22
Riyadh
99.790
1
01-Jan-25
31-Dec-29
20250300048
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_23
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300049
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_24
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300050
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_25
Riyadh
99.800
1
02-Jan-25
01-Jan-30
20250300051
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_26
Riyadh
99.800
1
02-Jan-25
01-Jan-30
20250300121
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_27
Riyadh
96.146
1
03-Jan-25
02-Jan-30
20250300100
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_28
Riyadh
99.800
1
02-Jan-25
01-Jan-30
20250300120
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_29
Riyadh
99.750
1
03-Jan-25
02-Jan-30
20250300059
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_30
Riyadh
99.750
1
02-Jan-25
01-Jan-30
20250300128
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_31
Riyadh
99.740
1
03-Jan-25
02-Jan-30
20250300127
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_32
Riyadh
99.740
1
03-Jan-25
02-Jan-30
20250300058
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_33
Riyadh
99.740
1
02-Jan-25
01-Jan-30
20250300023
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_34
Riyadh
99.740
1
01-Jan-25
31-Dec-29
20250300022
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_35
Riyadh
96.950
1
01-Jan-25
31-Dec-29
20250300026
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_36
Riyadh
94.496
1
02-Jan-25
01-Jan-30
20250300012
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_37
Riyadh
99.780
1
01-Jan-25
31-Dec-29
20250300024
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_38
Riyadh
97.219
1
01-Jan-25
31-Dec-29
20250300011
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_39
Riyadh
99.780
1
01-Jan-25
31-Dec-29
20250300060
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_40
Riyadh
99.780
1
02-Jan-25
01-Jan-30
20250300010
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_41
Riyadh
99.780
1
01-Jan-25
31-Dec-29
20250300035
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_42
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300036
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_43
Riyadh
99.830
1
02-Jan-25
01-Jan-30
20250300061
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_44
Riyadh
99.820
1
02-Jan-25
01-Jan-30
20250300062
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_45
Riyadh
99.820
1
02-Jan-25
01-Jan-30
20250300052
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_46
Riyadh
99.820
1
02-Jan-25
01-Jan-30
20250300053
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_47
Riyadh
99.820
1
02-Jan-25
01-Jan-30
20250300129
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_48
Riyadh
99.820
1
03-Jan-25
02-Jan-30
20250300122
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_49
Riyadh
99.810
1
03-Jan-25
02-Jan-30
20250300126
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_50
Riyadh
99.750
1
03-Jan-25
02-Jan-30
20250300125
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_51
Riyadh
99.750
1
03-Jan-25
02-Jan-30
20250300007
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_52
Riyadh
99.750
1
01-Jan-25
31-Dec-29
20250300006
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_53
Riyadh
99.750
1
01-Jan-25
31-Dec-29
20250300124
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_54
Riyadh
99.750
1
03-Jan-25
02-Jan-30
20250300123
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_55
Riyadh
99.750
1
03-Jan-25
02-Jan-30
20250300037
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_56
Riyadh
99.760
1
02-Jan-25
01-Jan-30
20250300099
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_57
Riyadh
99.800
1
02-Jan-25
01-Jan-30
20250300054
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_58
Riyadh
99.800
1
02-Jan-25
01-Jan-30
20250300055
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_59
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300056
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_60
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300008
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_61
Riyadh
99.790
1
01-Jan-25
31-Dec-29
20250300009
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_62
Riyadh
99.790
1
01-Jan-25
31-Dec-29
20250300057
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_63
Riyadh
99.790
1
02-Jan-25
01-Jan-30
20250300434
Ar_Rayan_A
Ar_Rayan_A_01
Riyadh
99.712
1
09-Nov-25
08-Nov-30
20250300397
Ar_Rayan_A
Ar_Rayan_A_02
Riyadh
99.709
1
09-Nov-25
08-Nov-30
20250300422
Ar_Rayan_A
Ar_Rayan_A_03
Riyadh
99.710
1
09-Nov-25
08-Nov-30
20250300410
Ar_Rayan_A
Ar_Rayan_A_04
Riyadh
85.542
1
09-Nov-25
08-Nov-30
20250300426
Ar_Rayan_A
Ar_Rayan_A_05
Riyadh
57.126
1
09-Nov-25
08-Nov-30
20250300420
Ar_Rayan_A
Ar_Rayan_A_06
Riyadh
42.787
1
09-Nov-25
08-Nov-30
20250300419
Ar_Rayan_A
Ar_Rayan_A_07
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300403
Ar_Rayan_A
Ar_Rayan_A_08
Riyadh
99.765
1
09-Nov-25
08-Nov-30
20250300377
Ar_Rayan_A
Ar_Rayan_A_09
Riyadh
99.766
1
09-Nov-25
08-Nov-30
20250300400
Ar_Rayan_A
Ar_Rayan_A_10
Riyadh
99.840
1
09-Nov-25
08-Nov-30
20250300421
Ar_Rayan_A
Ar_Rayan_A_11
Riyadh
99.830
1
09-Nov-25
08-Nov-30
20250300361
Ar_Rayan_A
Ar_Rayan_A_12
Riyadh
91.847
1
09-Nov-25
08-Nov-30
20250300449
Ar_Rayan_A
Ar_Rayan_A_13
Riyadh
94.670
1
09-Nov-25
08-Nov-30
20250300398
Ar_Rayan_A
Ar_Rayan_A_14
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300548
Ar_Rayan_B
Ar_Rayan_B_02
Riyadh
99.789
1
09-Dec-25
08-Dec-30
20250300562
Ar_Rayan_B
Ar_Rayan_B_03
Riyadh
99.796
1
09-Dec-25
08-Dec-30
20250300540
Ar_Rayan_B
Ar_Rayan_B_04
Riyadh
99.799
1
09-Dec-25
08-Dec-30
20250300564
Ar_Rayan_B
Ar_Rayan_B_05
Riyadh
99.803
1
09-Dec-25
08-Dec-30
20250300549
Ar_Rayan_B
Ar_Rayan_B_06
Riyadh
66.859
1
09-Dec-25
08-Dec-30
20250300542
Ar_Rayan_B
Ar_Rayan_B_07
Riyadh
8.952
1
09-Dec-25
08-Dec-30
20250300326
Ar_Rayan_B
Ar_Rayan_B_08
Riyadh
39.021
1
29-Oct-25
28-Oct-30
20250300324
Ar_Rayan_B
Ar_Rayan_B_09
Riyadh
4.251
1
29-Oct-25
28-Oct-30
20250300566
Ar_Rayan_B
Ar_Rayan_B_10
Riyadh
98.421
1
09-Dec-25
08-Dec-30
20250300412
Ar_Rayan_B
Ar_Rayan_B_102
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300439
Ar_Rayan_B
Ar_Rayan_B_103
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300409
Ar_Rayan_B
Ar_Rayan_B_104
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300447
Ar_Rayan_B
Ar_Rayan_B_105
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300366
Ar_Rayan_B
Ar_Rayan_B_106
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300423
Ar_Rayan_B
Ar_Rayan_B_107
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300413
Ar_Rayan_B
Ar_Rayan_B_108
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300438
Ar_Rayan_B
Ar_Rayan_B_109
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300322
Ar_Rayan_B
Ar_Rayan_B_11
Riyadh
99.793
1
29-Oct-25
28-Oct-30
20250300386
Ar_Rayan_B
Ar_Rayan_B_110
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300445
Ar_Rayan_B
Ar_Rayan_B_115
Riyadh
99.841
1
09-Nov-25
08-Nov-30
20250300411
Ar_Rayan_B
Ar_Rayan_B_116
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300381
Ar_Rayan_B
Ar_Rayan_B_117
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300450
Ar_Rayan_B
Ar_Rayan_B_118
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300446
Ar_Rayan_B
Ar_Rayan_B_119
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300546
Ar_Rayan_B
Ar_Rayan_B_12
Riyadh
99.793
1
09-Dec-25
08-Dec-30
20250300424
Ar_Rayan_B
Ar_Rayan_B_120
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300401
Ar_Rayan_B
Ar_Rayan_B_121
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300539
Ar_Rayan_B
Ar_Rayan_B_122
Riyadh
99.758
1
09-Dec-25
08-Dec-30
20250300430
Ar_Rayan_B
Ar_Rayan_B_123
Riyadh
99.750
1
09-Nov-25
08-Nov-30
20250300375
Ar_Rayan_B
Ar_Rayan_B_124
Riyadh
99.750
1
09-Nov-25
08-Nov-30
20250300376
Ar_Rayan_B
Ar_Rayan_B_125
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300374
Ar_Rayan_B
Ar_Rayan_B_126
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300364
Ar_Rayan_B
Ar_Rayan_B_127
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300429
Ar_Rayan_B
Ar_Rayan_B_128
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300365
Ar_Rayan_B
Ar_Rayan_B_129
Riyadh
99.810
1
09-Nov-25
08-Nov-30
20250300556
Ar_Rayan_B
Ar_Rayan_B_13
Riyadh
99.786
1
09-Dec-25
08-Dec-30
20250300415
Ar_Rayan_B
Ar_Rayan_B_130
Riyadh
99.810
1
09-Nov-25
08-Nov-30
20250300435
Ar_Rayan_B
Ar_Rayan_B_131
Riyadh
99.820
1
09-Nov-25
08-Nov-30
20250300360
Ar_Rayan_B
Ar_Rayan_B_132
Riyadh
99.820
1
09-Nov-25
08-Nov-30
20250300414
Ar_Rayan_B
Ar_Rayan_B_133
Riyadh
99.830
1
09-Nov-25
08-Nov-30
20250300334
Ar_Rayan_B
Ar_Rayan_B_14
Riyadh
81.220
1
30-Oct-25
29-Oct-30
20250300335
Ar_Rayan_B
Ar_Rayan_B_15
Riyadh
99.760
1
30-Oct-25
29-Oct-30
20250300331
Ar_Rayan_B
Ar_Rayan_B_16
Riyadh
99.773
1
30-Oct-25
29-Oct-30
20250300328
Ar_Rayan_B
Ar_Rayan_B_17
Riyadh
99.779
1
30-Oct-25
29-Oct-30
20250300336
Ar_Rayan_B
Ar_Rayan_B_18
Riyadh
99.781
1
30-Oct-25
29-Oct-30
20250300565
Ar_Rayan_B
Ar_Rayan_B_19
Riyadh
90.496
1
09-Dec-25
08-Dec-30
20250300544
Ar_Rayan_B
Ar_Rayan_B_21
Riyadh
28.291
1
09-Dec-25
08-Dec-30
20250300541
Ar_Rayan_B
Ar_Rayan_B_22
Riyadh
8.971
1
09-Dec-25
08-Dec-30
20250300547
Ar_Rayan_B
Ar_Rayan_B_23
Riyadh
8.429
1
09-Dec-25
08-Dec-30
20250300560
Ar_Rayan_B
Ar_Rayan_B_24
Riyadh
91.172
1
09-Dec-25
08-Dec-30
20250300338
Ar_Rayan_B
Ar_Rayan_B_25
Riyadh
99.811
1
30-Oct-25
29-Oct-30
20250300337
Ar_Rayan_B
Ar_Rayan_B_26
Riyadh
99.809
1
30-Oct-25
29-Oct-30
20250300333
Ar_Rayan_B
Ar_Rayan_B_27
Riyadh
99.802
1
30-Oct-25
29-Oct-30
20250300341
Ar_Rayan_B
Ar_Rayan_B_28
Riyadh
99.799
1
30-Oct-25
29-Oct-30
20250300329
Ar_Rayan_B
Ar_Rayan_B_29
Riyadh
99.818
1
30-Oct-25
29-Oct-30
20250300345
Ar_Rayan_B
Ar_Rayan_B_30
Riyadh
99.821
1
30-Oct-25
29-Oct-30
20250300339
Ar_Rayan_B
Ar_Rayan_B_31
Riyadh
99.825
1
30-Oct-25
29-Oct-30
20250300342
Ar_Rayan_B
Ar_Rayan_B_32
Riyadh
99.830
1
30-Oct-25
29-Oct-30
20250300563
Ar_Rayan_B
Ar_Rayan_B_33
Riyadh
41.104
1
09-Dec-25
08-Dec-30
20250300557
Ar_Rayan_B
Ar_Rayan_B_34
Riyadh
18.617
1
09-Dec-25
08-Dec-30
20250300558
Ar_Rayan_B
Ar_Rayan_B_35
Riyadh
74.622
1
09-Dec-25
08-Dec-30
20250300340
Ar_Rayan_B
Ar_Rayan_B_36
Riyadh
99.803
1
30-Oct-25
29-Oct-30
20250300550
Ar_Rayan_B
Ar_Rayan_B_37
Riyadh
46.481
1
09-Dec-25
08-Dec-30
20250300346
Ar_Rayan_B
Ar_Rayan_B_38
Riyadh
13.229
1
30-Oct-25
29-Oct-30
20250300553
Ar_Rayan_B
Ar_Rayan_B_39
Riyadh
85.001
1
09-Dec-25
08-Dec-30
20250300344
Ar_Rayan_B
Ar_Rayan_B_40
Riyadh
99.782
1
30-Oct-25
29-Oct-30
20250300347
Ar_Rayan_B
Ar_Rayan_B_41
Riyadh
99.770
1
30-Oct-25
29-Oct-30
20250300332
Ar_Rayan_B
Ar_Rayan_B_42
Riyadh
99.774
1
30-Oct-25
29-Oct-30
20250300330
Ar_Rayan_B
Ar_Rayan_B_43
Riyadh
99.747
1
30-Oct-25
29-Oct-30
20250300327
Ar_Rayan_B
Ar_Rayan_B_44
Riyadh
99.751
1
30-Oct-25
29-Oct-30
20250300559
Ar_Rayan_B
Ar_Rayan_B_45
Riyadh
82.599
1
09-Dec-25
08-Dec-30
20250300543
Ar_Rayan_B
Ar_Rayan_B_46
Riyadh
1.991
1
09-Dec-25
08-Dec-30
20250300552
Ar_Rayan_B
Ar_Rayan_B_47
Riyadh
9.510
1
09-Dec-25
08-Dec-30
20250300551
Ar_Rayan_B
Ar_Rayan_B_48
Riyadh
93.554
1
09-Dec-25
08-Dec-30
20250300567
Ar_Rayan_B
Ar_Rayan_B_49
Riyadh
99.777
1
09-Dec-25
08-Dec-30
20250300555
Ar_Rayan_B
Ar_Rayan_B_50
Riyadh
99.821
1
09-Dec-25
08-Dec-30
20250300545
Ar_Rayan_B
Ar_Rayan_B_51
Riyadh
63.007
1
09-Dec-25
08-Dec-30
20250300325
Ar_Rayan_B
Ar_Rayan_B_54
Riyadh
70.762
1
29-Oct-25
28-Oct-30
20250300323
Ar_Rayan_B
Ar_Rayan_B_55
Riyadh
99.795
1
29-Oct-25
28-Oct-30
20250300343
Ar_Rayan_B
Ar_Rayan_B_56
Riyadh
99.792
1
30-Oct-25
29-Oct-30
20250300393
Ar_Rayan_B
Ar_Rayan_B_57
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300391
Ar_Rayan_B
Ar_Rayan_B_58
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300385
Ar_Rayan_B
Ar_Rayan_B_63
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300384
Ar_Rayan_B
Ar_Rayan_B_64
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300399
Ar_Rayan_B
Ar_Rayan_B_65
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300362
Ar_Rayan_B
Ar_Rayan_B_68
Riyadh
99.768
1
09-Nov-25
08-Nov-30
20250300444
Ar_Rayan_B
Ar_Rayan_B_69
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300371
Ar_Rayan_B
Ar_Rayan_B_70
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300408
Ar_Rayan_B
Ar_Rayan_B_71
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300394
Ar_Rayan_B
Ar_Rayan_B_72
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300392
Ar_Rayan_B
Ar_Rayan_B_73
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300436
Ar_Rayan_B
Ar_Rayan_B_74
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300372
Ar_Rayan_B
Ar_Rayan_B_76
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300359
Ar_Rayan_B
Ar_Rayan_B_77
Riyadh
99.810
1
09-Nov-25
08-Nov-30
20250300425
Ar_Rayan_B
Ar_Rayan_B_78
Riyadh
99.840
1
09-Nov-25
08-Nov-30
20250300427
Ar_Rayan_B
Ar_Rayan_B_79
Riyadh
99.830
1
09-Nov-25
08-Nov-30
20250300373
Ar_Rayan_B
Ar_Rayan_B_80
Riyadh
99.830
1
09-Nov-25
08-Nov-30
20250300437
Ar_Rayan_B
Ar_Rayan_B_84
Riyadh
99.810
1
09-Nov-25
08-Nov-30
20250300407
Ar_Rayan_B
Ar_Rayan_B_85
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300428
Ar_Rayan_B
Ar_Rayan_B_89
Riyadh
99.921
1
09-Nov-25
08-Nov-30
20250300451
Ar_Rayan_B
Ar_Rayan_B_90
Riyadh
99.800
1
10-Nov-25
09-Nov-30
20250300363
Ar_Rayan_B
Ar_Rayan_B_91
Riyadh
99.800
1
09-Nov-25
08-Nov-30
20250300404
Ar_Rayan_B
Ar_Rayan_B_92
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300406
Ar_Rayan_B
Ar_Rayan_B_93
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300383
Ar_Rayan_B
Ar_Rayan_B_94
Riyadh
99.750
1
09-Nov-25
08-Nov-30
20250300405
Ar_Rayan_B
Ar_Rayan_B_95
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300378
Ar_Rayan_C
Ar_Rayan_C_01
Riyadh
99.818
1
09-Nov-25
08-Nov-30
20250300389
Ar_Rayan_C
Ar_Rayan_C_02
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300443
Ar_Rayan_C
Ar_Rayan_C_03
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300395
Ar_Rayan_C
Ar_Rayan_C_04
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300368
Ar_Rayan_C
Ar_Rayan_C_05
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300416
Ar_Rayan_C
Ar_Rayan_C_06
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300390
Ar_Rayan_C
Ar_Rayan_C_07
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300382
Ar_Rayan_C
Ar_Rayan_C_08
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300367
Ar_Rayan_C
Ar_Rayan_C_09
Riyadh
99.740
1
09-Nov-25
08-Nov-30
20250300417
Ar_Rayan_C
Ar_Rayan_C_10
Riyadh
99.737
1
09-Nov-25
08-Nov-30
20250300402
Ar_Rayan_C
Ar_Rayan_C_11
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300379
Ar_Rayan_C
Ar_Rayan_C_12
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300388
Ar_Rayan_C
Ar_Rayan_C_13
Riyadh
99.780
1
09-Nov-25
08-Nov-30
20250300442
Ar_Rayan_C
Ar_Rayan_C_14
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300440
Ar_Rayan_C
Ar_Rayan_C_15
Riyadh
99.790
1
09-Nov-25
08-Nov-30
20250300441
Ar_Rayan_C
Ar_Rayan_C_16
Riyadh
99.770
1
09-Nov-25
08-Nov-30
20250300431
Ar_Rayan_C
Ar_Rayan_C_17
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300387
Ar_Rayan_C
Ar_Rayan_C_18
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300561
Ar_Rayan_C
Ar_Rayan_C_19
Riyadh
99.758
1
09-Dec-25
08-Dec-30
20250300448
Ar_Rayan_C
Ar_Rayan_C_20
Riyadh
99.760
1
09-Nov-25
08-Nov-30
20250300295
Ar_Rayan_C
Ar_Rayan_C_21
Riyadh
91.623
1
08-Sep-25
07-Sep-30
20250300283
Ar_Rayan_C
Ar_Rayan_C_22
Riyadh
99.750
1
08-Sep-25
07-Sep-30
20250300289
Ar_Rayan_C
Ar_Rayan_C_23
Riyadh
99.750
1
08-Sep-25
07-Sep-30
20250300293
Ar_Rayan_C
Ar_Rayan_C_24
Riyadh
99.750
1
08-Sep-25
07-Sep-30
20250300294
Ar_Rayan_C
Ar_Rayan_C_25
Riyadh
99.760
1
08-Sep-25
07-Sep-30
20250300284
Ar_Rayan_C
Ar_Rayan_C_26
Riyadh
99.780
1
08-Sep-25
07-Sep-30
20250300288
Ar_Rayan_C
Ar_Rayan_C_27
Riyadh
99.780
1
08-Sep-25
07-Sep-30
20250300291
Ar_Rayan_C
Ar_Rayan_C_28
Riyadh
99.770
1
08-Sep-25
07-Sep-30
20250300306
Ar_Rayan_C
Ar_Rayan_C_29
Riyadh
99.770
1
14-Sep-25
13-Sep-30
20250300285
Ar_Rayan_C
Ar_Rayan_C_30
Riyadh
97.740
1
08-Sep-25
07-Sep-30
20250300298
Ar_Rayan_C
Ar_Rayan_C_31
Riyadh
99.800
1
08-Sep-25
07-Sep-30
20250300302
Ar_Rayan_C
Ar_Rayan_C_32
Riyadh
99.800
1
08-Sep-25
07-Sep-30
20250300296
Ar_Rayan_C
Ar_Rayan_C_33
Riyadh
99.800
1
08-Sep-25
07-Sep-30
20250300297
Ar_Rayan_C
Ar_Rayan_C_34
Riyadh
99.800
1
08-Sep-25
07-Sep-30
20250300287
Ar_Rayan_C
Ar_Rayan_C_35
Riyadh
99.810
1
08-Sep-25
07-Sep-30
20250300290
Ar_Rayan_C
Ar_Rayan_C_36
Riyadh
99.770
1
08-Sep-25
07-Sep-30
20250300292
Ar_Rayan_C
Ar_Rayan_C_37
Riyadh
99.770
1
08-Sep-25
07-Sep-30
20250300301
Ar_Rayan_C
Ar_Rayan_C_38
Riyadh
99.770
1
08-Sep-25
07-Sep-30
20250300300
Ar_Rayan_C
Ar_Rayan_C_39
Riyadh
99.760
1
08-Sep-25
07-Sep-30
20250300303
Ar_Rayan_C
Ar_Rayan_C_40
Riyadh
99.760
1
08-Sep-25
07-Sep-30
20250300316
Ar_Rayan_C
Ar_Rayan_C_41
Riyadh
99.720
1
15-Sep-25
14-Sep-30
20250300311
Ar_Rayan_C
Ar_Rayan_C_42
Riyadh
99.720
1
14-Sep-25
13-Sep-30
20250300314
Ar_Rayan_C
Ar_Rayan_C_43
Riyadh
99.720
1
15-Sep-25
14-Sep-30
20250300313
Ar_Rayan_C
Ar_Rayan_C_44
Riyadh
99.730
1
15-Sep-25
14-Sep-30
20250300310
Ar_Rayan_C
Ar_Rayan_C_45
Riyadh
99.730
1
14-Sep-25
13-Sep-30
20250300315
Ar_Rayan_C
Ar_Rayan_C_46
Riyadh
99.770
1
15-Sep-25
14-Sep-30
20250300309
Ar_Rayan_C
Ar_Rayan_C_47
Riyadh
99.760
1
14-Sep-25
13-Sep-30
20250300308
Ar_Rayan_C
Ar_Rayan_C_48
Riyadh
99.760
1
14-Sep-25
13-Sep-30
20250300307
Ar_Rayan_C
Ar_Rayan_C_49
Riyadh
99.760
1
14-Sep-25
13-Sep-30
20250300312
Ar_Rayan_C
Ar_Rayan_C_50
Riyadh
99.760
1
14-Sep-25
13-Sep-30
20250300432
Ar_Rayan_D
Ar_Rayan_D_02
Riyadh
99.687
1
09-Nov-25
08-Nov-30
20250300554
Ar_Rayan_D
Ar_Rayan_D_03
Riyadh
95.711
1
09-Dec-25
08-Dec-30
20250300418
Ar_Rayan_D
Ar_Rayan_D_04
Riyadh
35.860
1
09-Nov-25
08-Nov-30
20250300223
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_02
Riyadh-Najran
99.760
1
31-Jul-25
30-Jul-30
20250300239
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_04
Riyadh-Najran
99.750
1
31-Jul-25
30-Jul-30
20250300234
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_13
Riyadh-Najran
99.735
1
31-Jul-25
30-Jul-30
20250300230
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_14
Riyadh-Najran
99.682
1
31-Jul-25
30-Jul-30
20250300237
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_15
Riyadh-Najran
99.709
1
31-Jul-25
30-Jul-30
20250300226
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_16
Riyadh-Najran
99.710
1
31-Jul-25
30-Jul-30
20250300231
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_17
Riyadh-Najran
99.768
1
31-Jul-25
30-Jul-30
20250300238
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_18
Riyadh-Najran
99.766
1
31-Jul-25
30-Jul-30
20250300224
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_19
Riyadh-Najran
99.739
1
31-Jul-25
30-Jul-30
20250300258
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_20
Riyadh-Najran
79.169
1
17-Aug-25
16-Aug-30
20250300236
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_21
Riyadh-Najran
2.477
1
31-Jul-25
30-Jul-30
20250300255
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_28
Riyadh-Najran
71.222
1
17-Aug-25
16-Aug-30
20250300235
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_29
Riyadh-Najran
99.754
1
31-Jul-25
30-Jul-30
20250300232
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_30
Riyadh-Najran
99.755
1
31-Jul-25
30-Jul-30
20250300233
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_31
Riyadh-Najran
99.756
1
31-Jul-25
30-Jul-30
20250300240
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_32
Riyadh-Najran
99.757
1
31-Jul-25
30-Jul-30
20250300222
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_33
Riyadh-Najran
99.678
1
31-Jul-25
30-Jul-30
20250300245
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_34
Riyadh-Najran
99.676
1
05-Aug-25
04-Aug-30
20250300227
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_35
Riyadh-Najran
99.675
1
31-Jul-25
30-Jul-30
20250300241
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_36
Riyadh-Najran
99.675
1
31-Jul-25
30-Jul-30
20250300254
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_37
Riyadh-Najran
98.404
1
17-Aug-25
16-Aug-30
20250300256
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_44
Riyadh-Najran
85.648
1
17-Aug-25
16-Aug-30
20250300242
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_45
Riyadh-Najran
99.674
1
31-Jul-25
30-Jul-30
20250300243
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_46
Riyadh-Najran
99.675
1
31-Jul-25
30-Jul-30
20250300229
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_47
Riyadh-Najran
99.675
1
31-Jul-25
30-Jul-30
20250300228
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_48
Riyadh-Najran
99.677
1
31-Jul-25
30-Jul-30
20250300225
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_50
Riyadh-Najran
99.729
1
31-Jul-25
30-Jul-30
Total
Granted
36,584.758
415
Part 2
Exploration License Applications
Order
Number
Group
Name
Exploration
Licence Name
Region
Area
Licence
Blocks
Application
Date
16688
Ad_Dawadimi_A
Ad_Dawadimi_A-1
Riyadh
99.798
1
19-Dec-2022
16689
Ad_Dawadimi_A
Ad_Dawadimi_A-2
Riyadh
99.796
1
19-Dec-2022
16690
Ad_Dawadimi_A
Ad_Dawadimi_A-3
Riyadh
99.795
1
19-Dec-2022
16691
Ad_Dawadimi_A
Ad_Dawadimi_A-4
Riyadh
99.766
1
19-Dec-2022
16692
Ad_Dawadimi_A
Ad_Dawadimi_A-5
Riyadh
99.767
1
19-Dec-2022
16693
Ad_Dawadimi_A
Ad_Dawadimi_A-6
Riyadh
99.769
1
19-Dec-2022
16696
Ad_Dawadimi_A
Ad_Dawadimi_A-9
Riyadh
99.836
1
19-Dec-2022
16583
Ad_Dawadimi_B
Ad_Dawadimi_B-1
Riyadh
99.725
1
14-Dec-2022
16584
Ad_Dawadimi_B
Ad_Dawadimi_B-2
Riyadh
91.850
1
14-Dec-2022
16585
Ad_Dawadimi_B
Ad_Dawadimi_B-3
Riyadh
99.719
1
14-Dec-2022
16587
Ad_Dawadimi_B
Ad_Dawadimi_B-4
Riyadh
99.790
1
14-Dec-2022
16588
Ad_Dawadimi_B
Ad_Dawadimi_B-5
Riyadh
99.793
1
14-Dec-2022
16589
Ad_Dawadimi_B
Ad_Dawadimi_B-6
Riyadh
99.796
1
14-Dec-2022
16590
Ad_Dawadimi_B
Ad_Dawadimi_B-7
Riyadh
91.834
1
14-Dec-2022
16591
Ad_Dawadimi_B
Ad_Dawadimi_B-8
Riyadh
95.810
1
14-Dec-2022
16592
Ad_Dawadimi_B
Ad_Dawadimi_B-9
Riyadh
98.840
1
14-Dec-2022
17161
Ar_Rayan_B
Ar_Rayan_B-59
Riyadh
99.770
1
8-Jan-2023
17165
Ar_Rayan_B
Ar_Rayan_B-60
Riyadh
99.838
1
8-Jan-2023
17169
Ar_Rayan_B
Ar_Rayan_B-61
Riyadh
99.838
1
8-Jan-2023
17186
Ar_Rayan_B
Ar_Rayan_B-62
Riyadh
99.792
1
8-Jan-2023
17197
Ar_Rayan_B
Ar_Rayan_B-66
Riyadh
99.777
1
8-Jan-2023
17199
Ar_Rayan_B
Ar_Rayan_B-67
Riyadh
99.772
1
8-Jan-2023
17220
Ar_Rayan_B
Ar_Rayan_B-75
Riyadh
99.790
1
8-Jan-2023
17239
Ar_Rayan_B
Ar_Rayan_B-81
Riyadh
99.877
1
8-Jan-2023
17240
Ar_Rayan_B
Ar_Rayan_B-82
Riyadh
99.816
1
8-Jan-2023
17243
Ar_Rayan_B
Ar_Rayan_B-83
Riyadh
99.812
1
8-Jan-2023
17248
Ar_Rayan_B
Ar_Rayan_B-86
Riyadh
99.778
1
8-Jan-2023
17250
Ar_Rayan_B
Ar_Rayan_B-87
Riyadh
99.782
1
8-Jan-2023
9162
Ar_Rayan_B
Ar_Rayan_B-88
Riyadh
99.787
1
8-Jan-2023
17136
Ar_Rayan_B
Ar_Rayan_B-96
Riyadh
99.740
1
8-Jan-2023
17141
Ar_Rayan_B
Ar_Rayan_B-97
Riyadh
99.736
1
8-Jan-2023
17144
Ar_Rayan_B
Ar_Rayan_B-98
Riyadh
99.732
1
8-Jan-2023
17146
Ar_Rayan_B
Ar_Rayan_B-99
Riyadh
99.770
1
8-Jan-2023
17148
Ar_Rayan_B
Ar_Rayan_B-100
Riyadh
99.774
1
8-Jan-2023
17150
Ar_Rayan_B
Ar_Rayan_B-101
Riyadh
99.778
1
8-Jan-2023
17191
Ar_Rayan_B
Ar_Rayan_B-111
Riyadh
99.771
1
8-Jan-2023
17192
Ar_Rayan_B
Ar_Rayan_B-112
Riyadh
99.768
1
8-Jan-2023
17196
Ar_Rayan_B
Ar_Rayan_B-113
Riyadh
99.772
1
8-Jan-2023
17198
Ar_Rayan_B
Ar_Rayan_B-114
Riyadh
99.776
1
8-Jan-2023
16976
Najran
Najran-95
Najran
99.736
1
28-Dec-2022
19097
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-64
Riyadh
99.635
1
15-May-2023
19101
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-65
Riyadh
99.692
1
15-May-2023
19105
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-66
Riyadh
99.802
1
15-May-2023
19107
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-67
Riyadh
99.849
1
15-May-2023
19108
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-68
Riyadh
99.790
1
15-May-2023
19095
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-69
Riyadh
99.829
1
15-May-2023
19099
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-70
Riyadh
99.760
1
15-May-2023
19104
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-71
Riyadh
99.804
1
15-May-2023
19106
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-72
Riyadh
99.769
1
15-May-2023
19103
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-73
Riyadh
99.765
1
15-May-2023
19096
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A-74
Riyadh
99.762
1
15-May-2023
9449
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_75
Riyadh
99.760
1
15-May-2023
9451
Wadi_Ad_Dawasir_A
Wadi_Ad_Dawasir_A_76
Riyadh
41.850
1
15-May-2023
16762
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-1
Riyadh-Najran
99.757
1
25-Dec-2022
17028
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-22
Riyadh-Najran
99.760
1
1-Jan-2023
17069
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-49
Riyadh-Najran
99.730
1
2-Jan-2023
17072
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-51
Riyadh-Najran
99.728
1
2-Jan-2023
17074
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-52
Riyadh-Najran
99.727
1
2-Jan-2023
17075
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B
-53
Riyadh-Najran
99.728
1
2-Jan-2023
Total
5,807.961
59
Part 3
Exploration License Rejected
Order
Number
Group
Name
Exploration
Licence Name
Region
Area
Licence
Blocks
Rejected
Date
9107
Ar_Rayan_B
Ar_Rayan_B_20
Riyadh
99.795
1
10-Nov-2025
9067
Ar_Rayan_B
Ar_Rayan_B_52
Riyadh
99.809
1
10-Nov-2025
9072
Ar_Rayan_B
Ar_Rayan_B_53
Riyadh
99.804
1
10-Nov-2025
8777
Ar_Rayan_D
Ar_Rayan_D_01
Riyadh
99.723
1
10-Nov-2025
8928
Najran
Najran_79
Najran
99.744
1
31-Dec-2025
8930
Najran
Najran_80
Najran
99.747
1
31-Dec-2025
8934
Najran
Najran_82
Najran
99.741
1
31-Dec-2025
8996
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_03
Riyadh-Najran
99.755
1
14-Apr-2025
9017
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_05
Riyadh-Najran
99.754
1
14-Apr-2025
9018
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_06
Riyadh-Najran
99.755
1
14-Apr-2025
9019
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_07
Riyadh-Najran
99.756
1
14-Apr-2025
9020
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_08
Riyadh-Najran
99.758
1
14-Apr-2025
9021
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_09
Riyadh-Najran
99.712
1
14-Apr-2025
9022
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_10
Riyadh-Najran
99.711
1
14-Apr-2025
9023
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_11
Riyadh-Najran
99.710
1
14-Apr-2025
9024
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_12
Riyadh-Najran
99.709
1
14-Apr-2025
9005
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_23
Riyadh-Najran
99.765
1
14-Apr-2025
9006
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_24
Riyadh-Najran
99.767
1
14-Apr-2025
9009
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_25
Riyadh-Najran
99.759
1
14-Apr-2025
9011
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_26
Riyadh-Najran
99.757
1
14-Apr-2025
9013
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_27
Riyadh-Najran
99.756
1
14-Apr-2025
9049
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_38
Riyadh-Najran
99.674
1
14-Apr-2025
9000
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_39
Riyadh-Najran
99.675
1
14-Apr-2025
9001
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_40
Riyadh-Najran
99.676
1
14-Apr-2025
9004
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_41
Riyadh-Najran
99.678
1
14-Apr-2025
9007
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_42
Riyadh-Najran
99.676
1
14-Apr-2025
9008
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_43
Riyadh-Najran
99.675
1
14-Apr-2025
9048
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_54
Riyadh-Najran
99.728
1
14-Apr-2025
9050
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_55
Riyadh-Najran
99.729
1
14-Apr-2025
9051
Wadi_Ad_Dawasir_B
Wadi_Ad_Dawasir_B_56
Riyadh-Najran
99.731
1
14-Apr-2025
7024
Ar_Rayan_B
Ar_Rayan_B_01
Riyadh
99.787
1
11-Jan-2023
16928
Najran
Najran_81
Najran
99.744
1
20-Feb-2023
16978
Najran
Najran_96
Najran
99.739
1
26-Feb-2023
8895
Najran
Najran_01
Najran
99.596
1
30-Jan-2025
8897
Najran
Najran_02
Najran
99.593
1
30-Jan-2025
8898
Najran
Najran_03
Najran
99.591
1
30-Jan-2025
8952
Najran
Najran_15
Najran
99.645
1
30-Jan-2025
8953
Najran
Najran_16
Najran
99.648
1
30-Jan-2025
8903
Najran
Najran_33
Najran
99.762
1
30-Jan-2025
8905
Najran
Najran_34
Najran
99.760
1
30-Jan-2025
8931
Najran
Najran_47
Najran
99.703
1
30-Jan-2025
8933
Najran
Najran_48
Najran
99.706
1
30-Jan-2025
8936
Najran
Najran_49
Najran
99.756
1
30-Jan-2025
8992
Najran
Najran_64
Najran
99.751
1
30-Jan-2025
8896
Najran
Najran_65
Najran
99.752
1
30-Jan-2025
8937
Najran
Najran_83
Najran
99.739
1
30-Jan-2025
8939
Najran
Najran_84
Najran
99.737
1
30-Jan-2025
9259
Ad_Dawadimi_A
Ad_Dawadimi_A_07
Riyadh
99.839
1
26-Jan-2023
9261
Ad_Dawadimi_A
Ad_Dawadimi_A_08
Riyadh
99.837
1
26-Jan-2023
Total
4,886.714
49
Part 4
Maaden Ivanhoe licenses (Auction 9)
License
Number
Group
Name
Area
km2
Licence
Blocks NO.
Issue
Date_G
Expiry
Date
20260300203
Dhiran
NS47
76.79
1
04-May-26
03-May-31
20260300218
Dhiran
NS57
89.05
1
04-May-26
03-May-31
20260300220
Dhiran
NS58
78.11
1
04-May-26
03-May-31
20260300214
Dhiran
NS59
89.88
1
04-May-26
03-May-27
20260300210
Dhiran
NS60
89.87
1
04-May-26
03-May-27
20260300216
Dhiran
NS61
89.86
1
04-May-26
03-May-31
20260300209
Dhiran
NS73
48.76
1
04-May-26
03-May-31
20260300206
Dhiran
NS74
89.95
1
04-May-26
03-May-31
20260300224
Dhiran
NS75
89.94
1
04-May-26
03-May-31
20260300208
Dhiran
NS76
89.93
1
04-May-26
03-May-31
20260300223
Dhiran
NS77
89.92
1
04-May-26
03-May-31
20260300217
Dhiran
NS78
89.91
1
04-May-26
03-May-31
20260300215
Dhiran
NS87
90.03
1
04-May-26
03-May-31
20260300213
Dhiran
NS88
90.02
1
04-May-26
03-May-31
20260300204
Dhiran
NS89
90.01
1
04-May-26
03-May-31
20260300211
Dhiran
NS92
87.61
1
04-May-26
03-May-31
20260300221
Dhiran
NS93
87.25
1
04-May-26
03-May-31
20260300207
Dhiran
NS94
91.35
1
04-May-26
03-May-31
20260300205
Dhiran
NS108
78.95
1
04-May-26
03-May-31
20260300219
Dhiran
NS109
72.33
1
04-May-26
03-May-31
20260300222
Dhiran
NS110
63.27
1
04-May-26
03-May-31
20260300212
Dhiran
NS111
98.29
1
04-May-26
03-May-31
20260300036
Meshaeed
NS10
89.61
1
22-Feb-26
21-Feb-31
20260300034
Meshaeed
NS26
99.40
1
22-Feb-26
21-Feb-31
20260300035
Meshaeed
NS38
98.34
1
22-Feb-26
21-Feb-31
Total
2,148.41
25
Schedule 7
Metals
Metals
Gold
Silver
Copper
Zinc
Nickel
Tantalum
Tin
Pyrite
Iron
Ore Fe >40%
Iron
Ore Fe <40%
Niobium
Rare
Earth Elements
Lithium
Platinum
Group Metals
Uranium
Chromium
Molybdenum
Vanadium
Feldspar
Bauxite/Aluminium
Ore
Rutile
Tungsten
Diamonds
Manganese
Lead
Potash
Cobalt*
80
Schedule 8
ONGOING SERVICES ARRANGEMENT
Term
Details
Parties
SAUDI
ARABIAN MINING COMPANY (MAADEN), a joint stock company established pursuant to Royal Decree
No. M/17 dated 14/11/1417H (corresponding to 23 March 1997) and existing under the laws
of the Kingdom of Saudi Arabia with commercial registration number 1010164391 dated 10/11/1421 H.
(corresponding to 4 February 2001) and whose principal office is at Abu Bakr Al Sadeeq Road (Exit
6), P.O. Box 68861, Riyadh 11537, the Kingdom of Saudi Arabia (“Maaden”) and
IVANHOE
ELECTRIC INC., a corporation incorporated under the laws of Delaware, USA, with registration number 3239208, having its
registered office at 251 Little Falls Drive, Wilmington, Delaware 19808 ("IE"),
(Maaden and IE each being a "Party" and together
the "Parties").
Scope of the Services
May include:
1) survey
the remainder of the Maaden Land, Substitute Maaden Land and any Additional Land Areas (the "Surveying Activities");
and
2) procure
that the Surveying Activities will be supported by full data processing and modeling by CGI, in each case on a commercial basis,
together, the "Services".
The Services are to be rendered in accordance with the requirements
and to the standards typical for this type of services.
Duration
3 years, or such shorter
period as is required to complete the (defined) Services
Cost
On terms which are no more
onerous to Maaden than IE and/or I-Pulse has entered into with its other customers / users of the Typhoon technology.
Miscellaneous
The Agreement will contain
other provisions customary for contracts for the provision of the Services, such as confidentiality, intellectual property warranties,
limitations of liability and indemnities, customary corporate warranties.
81
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Cover
Jul. 07, 2026
Cover [Abstract]
Document Type
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Amendment Flag
false
Document Period End Date
Jul. 07, 2026
Entity File Number
001-41436
Entity Registrant Name
IVANHOE
ELECTRIC INC.
Entity Central Index Key
0001879016
Entity Tax Identification Number
32-0633823
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
450 E Rio Salado Parkway, Suite 130
Entity Address, City or Town
Tempe
Entity Address, State or Province
AZ
Entity Address, Postal Zip Code
85281
City Area Code
480
Local Phone Number
656-5821
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock, par value $0.0001 per share
Trading Symbol
IE
Security Exchange Name
NYSEAMER
Entity Emerging Growth Company
false
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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Address Line 1 such as Attn, Building Name, Street Name
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Name of the City or Town
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Code for the postal or zip code
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Name of the state or province.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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Two-character EDGAR code representing the state or country of incorporation.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Title of a 12(b) registered security.
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-Name Exchange Act
-Number 240
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Name of the Exchange on which a security is registered.
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-Number 240
-Section 12
-Subsection d1-1
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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