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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):
May 28, 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. |
As previously disclosed in the Current Report on Form 8-K of Ivanhoe
Electric Inc. (the “Company”) filed on May 11, 2026, the Company secured a legally binding option to acquire the Crossover
XRE Tunnel Boring Machine (“TBM”) from The Robbins Company (“Robbins”) in March 2026.
On May 28, 2026, the Company, through its wholly owned subsidiary
Mesa Cobre Holding Corporation (“Mesa Cobre”), entered into an Agreement for the Purchase, Supply, Transport, Assembly, Testing,
and Commissioning of a Tunnel Boring Machine and Associated Equipment (the “Purchase Agreement”) with Global TBM Company dba
Robbins.
Pursuant to the Purchase Agreement, Robbins will sell, supply, transport,
assemble, test, and commission for Mesa Cobre the TBM for Mesa Cobre’s use on the Santa Cruz Copper Project. Mesa Cobre will pay
Robbins a total of $64,710,043, inclusive of a previously-paid deposit of $1,100,000. The balance of $63,610,043 is to be paid 20% following
the signing of the Purchase Agreement, and 80% in a series of milestone payments relating to certain events specified in the Purchase
Agreement relating to shipping (32.5%), delivery to the Santa Cruz Project site (20%), and assembly, commissioning and use of the TBM
(27.5%). Transportation to the project site will be reimbursed by Mesa Cobre at cost plus 10%, and any tariffs will be reimbursed by Mesa
Cobre without markup. An additional cost of assembly of the TBM of $5,800,000 will be paid to Robbins by Mesa Cobre pursuant to payment
milestones as outlined in Appendix 9 to the Purchase Agreement. Title to the TBM and equipment transfers to Mesa Cobre upon delivery at
the project.
Commissioning occurs when the equipment is assembled, tested and operational,
including the installation of the reaction frame at the bottom of the box cut at the site in accordance with the Purchase Agreement, and
is to occur by July 30, 2027 or such other date that the parties may agree in writing. Subject to a two-week grace period and the
liability limitations under the Purchase Agreement, Robbins agrees to pay Mesa Cobre liquidated damages of $50,000 per calendar day that
commissioning is delayed due to Robbins’ failure to timely deliver the equipment. Subject to certain exceptions specified in the
Purchase Agreement, liquidated damages are the exclusive remedy for delay.
Robbins agrees to certain warranties and to maintain certain insurance.
Each party indemnifies the other for third-party claims to the extent caused by its own negligence or willful misconduct. Robbins also
provides intellectual property indemnification and must, if necessary, provide non-infringing means of use or secure rights for Mesa Cobre
to continue use. Robbins’ aggregate liability under the Purchase Agreement is capped at 10% of the total aggregate purchase price,
subject to carve-outs for Robbins’ gross negligence, willful misconduct or fraud, certain termination-for-default circumstances,
third-party indemnification obligations, and warranty obligations. Consequential and similar indirect damages are disclaimed by both parties,
without prejudice to assessment of liquidated damages as applicable.
Mesa Cobre may direct changes, with equitable adjustments to the purchase
price and schedule memorialized by change order or written directive and differing site conditions may entitle Robbins to equitable adjustment.
Mesa Cobre may terminate for convenience on five days’ notice (including if the Santa Cruz Copper Project is suspended or terminated),
with specified wind-down and compensation provisions. Robbins may suspend for non-payment, and after specified cure periods may terminate
for continued non-payment.
The foregoing summary of the Purchase Agreement does not purport to
be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the text of the Purchase Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1* |
|
Agreement between Mesa Cobre Holding Corporation and Global TBM Company dba Robbins for the Purchase, Supply, Transport, Assembly, Testing, and Commissioning of a Tunnel Boring Machine and Associated Equipment dated May 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded with the inline XBRL document) |
| * |
Certain appendices
and exhibits have been omitted or redacted pursuant to Items 601(a)(5), 601(a)(6), and/or
601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy
of any omitted appendix or exhibit 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: May 29, 2026 |
By: |
/s/ Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive Officer |
