Ivanhoe Electric (NYSE American: IE) secures $200,000,000 facility for Santa Cruz

Rhea-AI Filing Summary

Ivanhoe Electric Inc., through its wholly-owned subsidiary Mesa Cobre Holding Corporation, entered into a secured delayed-draw term loan facility providing up to $200,000,000 to support development and construction of the Santa Cruz Copper Project in Arizona.

Outstanding amounts bear interest at either Term SOFR plus an Applicable SOFR Rate that steps from 5.00% per annum up to 6.50% per annum, or an alternate base rate plus an Applicable ABR Rate stepping from 4.00% per annum up to 5.50% per annum, with default interest 2.00% per annum above the applicable rate. The facility matures on the earlier of December 31, 2027 or two years from the Effective Date, is secured by a first priority lien on substantially all Borrower assets, and is guaranteed by Ivanhoe Electric, which must maintain tangible net worth of at least $225,000,000 while the Borrower must maintain Liquidity of at least $15,000,000.

Insights

Project finance and credit analyst

$200,000,000 secured project loan backs Santa Cruz Copper development but adds leverage and strict covenants.

Mesa Cobre Holding Corporation, a wholly-owned subsidiary of Ivanhoe Electric, entered into a secured delayed-draw term loan facility of up to $200,000,000 to support the Santa Cruz Copper Project. Borrowings accrue interest at either Term SOFR plus an Applicable SOFR Rate that increases from 5.00% per annum to 6.50% per annum over time, or an alternate base rate plus an Applicable ABR Rate rising from 4.00% per annum to 5.50% per annum, with default interest 2.00% per annum higher. A commitment fee equal to 25% of the then Applicable SOFR Rate applies on unused commitments, and cash proceeds of most new indebtedness must be used to prepay the facility.

The facility is secured by a first priority lien on substantially all assets of the Borrower, a pledge of the Borrower’s shares, and a deed of trust over its real property rights. Ivanhoe Electric guarantees the obligations and must maintain tangible net worth of at least $225,000,000, while the Borrower must maintain Liquidity of at least $15,000,000. The agreement also limits additional indebtedness, liens, mergers, asset sales, investments, affiliate transactions and speculative swap contracts, which collectively constrain financial and strategic flexibility.

The facility matures on the earlier of December 31, 2027 or two years from the Effective Date, and includes customary events of default such as payment failures, covenant breaches, certain cross-defaults, insolvency events, project abandonment and change of control. Following an event of default, lenders may accelerate all outstanding amounts. Overall, the arrangement provides dedicated funding capacity for the Santa Cruz Copper Project while increasing financial obligations and imposing tight ongoing covenant requirements.

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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): December 12, 2025

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 Agreement.

On December 12, 2025 (the “Effective Date”), Ivanhoe Electric Inc.’s (the “Company”) wholly-owned subsidiary Mesa Cobre Holding Corporation (the “Borrower”) entered into a credit agreement (the “Credit Agreement”), by and among the Borrower, National Bank of Canada, as administrative agent (“Administrative Agent”) and collateral agent (“Collateral Agent”) for the lenders, and each of the lenders party thereto from time to time, which currently includes National Bank of Canada, Société Generale, and Bank of Montreal. The Credit Agreement provides for a secured delayed-draw term loan facility (the “Facility”) in an aggregate principal amount of $200,000,000. The Facility is intended to support the development and construction of the Santa Cruz Copper Project in Pinal County, Arizona.

Outstanding amounts under the Facility will bear interest based on the Borrower’s election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York (“Term SOFR”) plus the Applicable SOFR Rate (as defined below) or (ii) the alternate base rate defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the U.S., (b) the federal funds rate plus 0.50%, and (c) one-month Term SOFR plus 1.00%, plus the Applicable ABR Rate (as defined below). Default interest is the applicable rate plus 2.00% per annum. “Applicable SOFR Rate” means (i) from the Effective Date and until (and including) June 30, 2026, 5.00% per annum, (ii) from (but excluding) June 30, 2026 and until (and including) December 31, 2026, 5.50% per annum, (iii) from (but excluding) December 31, 2026 and until (and including) June 30, 2027, 6.00% per annum, and (iv) thereafter, 6.50% per annum. “Applicable ABR Rate” means (i) from the Effective Date and until (and including) June 30, 2026, 4.00% per annum, (ii) from (but excluding) June 30, 2026 and until (and including) December 31, 2026, 4.50% per annum, (iii) from (but excluding) December 31, 2026 and until (and including) June 30, 2027, 5.00% per annum, and (iv) thereafter, 5.50% per annum. Interest is payable on (i) the last business day of each fiscal quarter, provided that, the first interest payment after the Effective Date is March 31, 2026, and (ii) the Maturity Date (as defined below).

The Facility will mature on the earlier of December 31, 2027 or two years from the Effective Date (the “Maturity Date”). The Borrower is permitted to make optional prepayments as provided in the Credit Agreement, and is required to make prepayments equal to the cash proceeds of any new indebtedness (other than permitted indebtedness). The Borrower owes customary agent and arranger fees under fee letters and a commitment fee equal to 25% of the then Applicable SOFR Rate on the unused commitments, payable on each interest payment date.

On the Effective Date, (i) the Borrower entered into a security agreement with the Collateral Agent which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) the Company guaranteed the Borrower’s payment obligations pursuant to a guaranty agreement in favor of the Administrative Agent whereby the Guarantor agrees to maintain at all times a tangible net worth of not less than two hundred twenty-five million Dollars ($225,000,000), (iii) the Company pledged its shares of the Borrower pursuant to a pledge agreement between the Company and the Collateral Agent, and (iv) the Borrower executed a deed of trust and assignment of rents in favor of the Collateral Agent with respect to the Borrower’s real property rights.

The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Borrower with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, other dispositions, payments, investments, acquisitions, transactions with affiliates and entry into speculative swap contracts. The Borrower must maintain Liquidity (as defined in the Credit Agreement) of at least $15,000,000. The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, misrepresentation, default under certain other material indebtedness, certain insolvency or receivership events affecting the Borrower or Company, certain ERISA events, project abandonment and a change in control of Borrower, in each case, subject to cure periods and thresholds where applicable. Following an event of default, the lenders have customary remedies, including the declaration of all outstanding amounts immediately due and payable.

The foregoing description of the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release dated December 15, 2025, relating to the announcement of the Borrower securing the Facility, is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1##	Credit Agreement dated as of December 12, 2025 between Mesa Cobre Holding Corporation, as Borrower, National Bank of Canada as Administrative Agent and Collateral Agent and the Lenders party thereto.
99.1	Press Release dated December 15, 2025
104	Cover Page Interactive Data File (embedded with the inline XBRL document)

## Certain schedules or portions thereof are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule to the U.S. Securities and Exchange Commission or its staff upon request.

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: December 15, 2025	By:	/s/ Taylor Melvin
		Taylor Melvin
		President and Chief Executive Officer

FAQ

What new loan facility did Ivanhoe Electric (IE) arrange?

Mesa Cobre Holding Corporation, a wholly-owned subsidiary of Ivanhoe Electric, entered into a secured delayed-draw term loan facility providing up to $200,000,000 to support development and construction of the Santa Cruz Copper Project in Pinal County, Arizona.

What are the key interest terms on Ivanhoe Electric's $200,000,000 facility?

Outstanding amounts bear interest at either Term SOFR plus an Applicable SOFR Rate that steps from 5.00% per annum up to 6.50% per annum, or an alternate base rate defined by a prime, federal funds and Term SOFR formula plus an Applicable ABR Rate stepping from 4.00% per annum up to 5.50% per annum. Default interest is the applicable rate plus 2.00% per annum, and a commitment fee equal to 25% of the then Applicable SOFR Rate applies on unused commitments.

When does Ivanhoe Electric's new credit facility mature?

The facility will mature on the earlier of December 31, 2027 or two years from the Effective Date of December 12, 2025, as defined in the credit agreement.

What collateral and guarantees secure Ivanhoe Electric's new facility?

The Borrower granted a first priority lien on substantially all of its assets, subject to customary exceptions, and executed a deed of trust and assignment of rents over its real property rights. Ivanhoe Electric guaranteed the Borrower’s payment obligations, pledged its shares of the Borrower, and agreed to maintain tangible net worth of not less than $225,000,000.

What financial covenants apply under Ivanhoe Electric's credit agreement?

The Borrower must maintain Liquidity of at least $15,000,000, and Ivanhoe Electric must maintain tangible net worth of at least $225,000,000. The agreement also includes customary affirmative and negative covenants limiting additional indebtedness, liens, mergers, liquidations, major asset sales, other dispositions, payments, investments, acquisitions, affiliate transactions and speculative swap contracts.

What events of default are included in Ivanhoe Electric's new facility?

Events of default include failure to pay principal, interest or fees when due, covenant non-compliance, certain misrepresentations, default under specified other material indebtedness, certain insolvency or receivership events for the Borrower or Ivanhoe Electric, certain ERISA events, project abandonment and a change in control of the Borrower. After an event of default, lenders may declare all outstanding amounts immediately due and payable.