Ivanhoe Electric signs $64.7M TBM deal for Santa Cruz

Ivanhoe Electric Inc., through its subsidiary Mesa Cobre Holding Corporation, entered into a major purchase agreement with Global TBM Company dba Robbins for a tunnel boring machine (TBM) to be used at the Santa Cruz Copper Project.

Rhea-AI Filing Summary

Ivanhoe Electric Inc., through its subsidiary Mesa Cobre Holding Corporation, entered into a major purchase agreement with Global TBM Company dba Robbins for a tunnel boring machine (TBM) to be used at the Santa Cruz Copper Project.

Mesa Cobre will pay Robbins a total of $64,710,043, including a previously paid $1,100,000 deposit. The remaining $63,610,043 is split into a 20% payment after signing and 80% through milestone payments tied to shipping, delivery to site, and assembly, commissioning and use of the TBM. Transportation to the project site is reimbursed at cost plus 10%, tariffs are reimbursed without markup, and an additional $5,800,000 assembly cost is payable under separate milestones.

Title to the TBM passes on delivery, with commissioning targeted by July 30, 2027. Robbins faces liquidated damages of $50,000 per day for commissioning delays beyond a two-week grace period, subject to agreed liability caps and carve-outs. The agreement also includes mutual indemnities, IP protection, warranty obligations, a Robbins liability cap at 10% of the total purchase price, and termination and change-order mechanisms for Mesa Cobre and Robbins.

Insights

Mining project finance analyst

Large, structured capex commitment for key Santa Cruz Copper equipment.

The company has locked in a detailed contract to purchase and commission a tunnel boring machine for the Santa Cruz Copper Project, with a total TBM-related purchase price of $64,710,043 plus an additional $5,800,000 for assembly. Payments are heavily milestone-based, linking cash outflows to tangible progress.

Risk allocation is addressed through liquidated damages of $50,000 per day for commissioning delays after a short grace period, a liability cap at 10% of the aggregate purchase price, and carve-outs for gross negligence, willful misconduct, fraud, key indemnities and warranties. These terms provide some schedule protection while still limiting the vendor’s exposure.

For the Santa Cruz Copper Project, this agreement is a critical step in securing specialized equipment with defined timing by July 30, 2027. Future disclosures in company filings may provide more detail on project execution, schedule adherence, and how these capital commitments fit into the broader funding plan.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

TBM purchase price: $64,710,043 Deposit paid: $1,100,000 Remaining TBM payments: $63,610,043 +4 more

7 metrics

TBM purchase price $64,710,043 Total consideration including $1,100,000 deposit

Deposit paid $1,100,000 Previously paid toward TBM purchase price

Remaining TBM payments $63,610,043 Balance payable via 20% post-signing and 80% milestone payments

Additional assembly cost $5,800,000 Assembly of TBM under Appendix 9 milestones

Daily delay damages $50,000 per day Liquidated damages for commissioning delay after grace period

Liability cap 10% of total purchase price Robbins’ aggregate liability cap, subject to carve-outs

Commissioning target date July 30, 2027 Target commissioning date for TBM under Purchase Agreement

Key Terms

Tunnel Boring Machine, liquidated damages, indemnifies, intellectual property indemnification, +2 more

6 terms

Tunnel Boring Machine technical

"Agreement for the Purchase, Supply, Transport, Assembly, Testing, and Commissioning of a Tunnel Boring Machine"

A tunnel boring machine is a large, specialized piece of construction equipment that digs and lines underground tunnels by slowly cutting through soil or rock and installing the tunnel wall as it advances — think of it as a giant, guided rotating drill that builds the tunnel as it goes. Investors care because these machines drive the pace, cost and risk of major infrastructure projects: their availability, performance and unexpected problems can change timelines, budgets and contractor profits, affecting returns on construction and infrastructure investments.

liquidated damages financial

"Robbins agrees to pay Mesa Cobre liquidated damages of $50,000 per calendar day"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

indemnifies regulatory

"Each party indemnifies the other for third-party claims to the extent caused by its own negligence"

intellectual property indemnification regulatory

"Robbins also provides intellectual property indemnification and must, if necessary, provide non-infringing means of use"

differing site conditions technical

"differing site conditions may entitle Robbins to equitable adjustment"

terminate for convenience regulatory

"Mesa Cobre may terminate for convenience on five days’ notice"

FAQ

What contract did Ivanhoe Electric (IE) sign for the Santa Cruz Copper Project?

Ivanhoe Electric, via Mesa Cobre, signed a Purchase Agreement with Global TBM Company dba Robbins. It covers purchase, transport, assembly, testing, and commissioning of a tunnel boring machine for the Santa Cruz Copper Project.

How much will Ivanhoe Electric pay for the tunnel boring machine?

Mesa Cobre will pay Robbins a total of $64,710,043 for the TBM, including a $1,100,000 deposit already paid. An additional $5,800,000 will be paid for TBM assembly under separate milestones.

How are payments to Robbins structured under the TBM Purchase Agreement?

After the initial deposit, the remaining $63,610,043 is split into 20% payable after signing and 80% tied to milestones. These milestones relate to shipping, delivery to the Santa Cruz site, and assembly, commissioning, and use of the TBM.

When must the tunnel boring machine be commissioned for Ivanhoe Electric?

Commissioning is targeted by July 30, 2027, when the TBM is assembled, tested, operational, and installed with the reaction frame. The date can be changed only if both parties agree in writing under the agreement’s terms.

What liquidated damages apply if Robbins delays TBM commissioning?

After a two-week grace period, Robbins must pay Mesa Cobre $50,000 per calendar day of commissioning delay caused by its failure to deliver on time. These liquidated damages are generally the exclusive remedy for delay, subject to stated exceptions.

What liability limits and indemnities are included in Ivanhoe Electric’s TBM agreement?

Robbins’ aggregate liability is capped at 10% of the total purchase price, with carve-outs for gross negligence, willful misconduct, fraud, certain termination-for-default events, third-party indemnities, and warranty obligations. Both parties indemnify each other for third-party claims caused by their own negligence or willful misconduct.

Can Ivanhoe Electric terminate the TBM Purchase Agreement early?

Mesa Cobre can terminate for convenience on five days’ notice, including if the Santa Cruz Copper Project is suspended or terminated. In such cases, the agreement provides specific wind-down and compensation provisions governing payments owed to Robbins upon termination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM Learn about SEC filing dates

false 0001879016 NYSEAMER 0001879016 2026-05-28 2026-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 210.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB