Ivanhoe Electric Inc. Executive Chairman Robert Friedland, and President and Chief Executive Officer Taylor Melvin, announce the signing of a definitive Exploration Alliance Agreement or ?the Alliance? with a subsidiary of BHP. The Exploration Alliance Agreement sets out the framework for BHP and Ivanhoe Electric to explore mutually agreed ?Areas of Interest?

or AOIs in the United States to identify projects within those AOIs that may become 50/50 owned joint ventures. The initial AOIs are in Arizona, New Mexico, and Utah. The Alliance is for a term of three years, which may be extended.

BHP (through a wholly owned subsidiary) will provide the initial funding of $15 million and any subsequent funding would be on a 50/50 basis. Ivanhoe Electric will provide the Alliance with access to one of its new generation Typhoon? geophysical survey systems as well as the machine learning algorithmic software and data inversion services of its subsidiary, Computational Geosciences (CGI).

Key Terms of the Exploration Alliance: BHP (through a wholly owned subsidiary) will provide $15 million to fund the Alliance for its initial three-year term, which term may be extended by mutual agreement. Any funding beyond the initial $15 million provided by BHP would be on a 50/50 basis. Ivanhoe Electric will provide access to one of its new generation Typhoon?

geophysical surveying systems and CGI inversions for use by the Alliance. The Alliance will operate in two stages ? a Project Generation Phase and a Joint Venture Phase.

Ivanhoe Electric will be the operator of the Alliance during the Project Generation Phase. Operatorship of any project in the Joint Venture Phase will be mutually agreed upon in the future. The parties have agreed to six initial AOIs which cover an area of approximately 3,655 km2.

Both parties have agreed that their activities within the AOIs during the Project Generation Phase will be conducted exclusively for the benefit of the Alliance. The Alliance will be governed by an Alliance Management Committee, composed of an equal number of members from Ivanhoe Electric and BHP. Any Joint Venture that is agreed to be established will have 50/50 ownership.

During the Project Generation Phase, the Alliance will conduct early-stage generative exploration activities in the six initial AOIs. The goal of these initial activities is to identify and stake mineral rights within the AOIs to form a project and/or acquire such mineral rights from third parties. Except for one AOI where an affiliate of Ivanhoe Electric currently holds staked mineral rights that will be transferred to the Alliance, no mineral rights are presently held in the initial AOIs.

Early-stage activities currently contemplated by the Alliance?s initial work plan for 2024 include airborne geophysical surveys, supporting geological fieldwork, as well as ground-based geophysical surveys, including with Ivanhoe Electric?s proprietary Typhoon? system. Once mineral rights are acquired a ?project?

will be formed which the Alliance will continue to fund and explore. There may be multiple projects identified within a single AOI. The Alliance will operate through an Alliance Management Committee in the Project Generation Phase, as well as through a Technical Committee.

The Alliance Management Committee will be composed of an equal number of members from Ivanhoe Electric and BHP. Ivanhoe Electric will, however, have a deciding vote in this phase where the matter does not require unanimous approval. Unanimous matters include certain health, safety, and environmental matters, approval of the annual work plan and budget, and proposals to form new AOIs or acquire rights within an AOI.

The Joint Venture Phase will commence when a project within an AOI is approved by the Alliance Management Committee to become a ?Joint Venture Project?. With that approval, a Joint Venture will be formed between Ivanhoe Electric and BHP over that specific Joint Venture Project within an AOI. Until a joint venture is formed, Ivanhoe Electric through affiliates will be the legal owner of the various project rights.

If formed, each Joint Venture will be conducted through a special purpose limited liability company. If a proposal to form a Joint Venture is not approved by the Alliance Management Committee and more than $3 million has been spent in the relevant AOI, then the nominating party may independently pursue the project, and the mineral rights will be transferred to the nominating party for no consideration, ending the Alliance concerning that project. However, if more than $5 million has been spent in the relevant AOI, then the other party will retain a 1% net smelter royalty over the project should it not wish to proceed to form a joint venture.

The purpose of the Joint Venture Phase is to further explore and evaluate the exploration results to assess its technical and economic merit, and if agreed upon, to develop and operate a mine and associated infrastructure. The Alliance will deploy Typhoon? on a wide scale across the United States in the search for deep, undercover mineral deposits.

Ivanhoe Electric has deployed Typhoon? at its Santa Cruz, Tintic, Hog Heaven and White Hill projects in Arizona, Utah, Montana and Nevada respectively, as well as its 50/50-owned joint venture with Saudi Arabian Mining Company Ma?aden in Saudi Arabia. The new generation of Typhoon?

that the Alliance will deploy has more modern switches, diodes, capacitors and transformers in the unit, as well as improved cooling systems, which will increase reliability and running time in hotter environments, such as the Southwest United States and Saudi Arabia. Ivanhoe Electric believes the next generation of major mineral discoveries in the United States will likely be made deep beneath the surface, in areas where younger, unmineralized cover overlays the older underlying prospective geology. Typhoon?

is well-suited to identify sulfide mineral deposits at great depths using its proprietary design. Other terms of the Exploration Alliance Agreement during the Project Generation Phase include: Either party may terminate the Alliance once the initial $15 million BHP funding commitment has been spent or the three-year initial term has ended. In these circumstances, neither party may pursue any activities in the AOIs for one year.

If a party breaches this requirement, the non-breaching party may call for the re-establishment of the Alliance in respect of any interest acquired. If the agreement terminates once the initial funding commitment from BHP is spent, BHP retains a 12-month back-in right over projects that are not joint ventures. BHP can back into a project by paying Ivanhoe Electric 50% of its expenditures following the date of termination.

In limited circumstances the back-in right may extend for two years.