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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):
August 3, 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 3, 2026, Ivanhoe Electric Inc. (the
“Company”) entered into an employment agreement with Michelle Lammers (the “Employment Agreement”) whereby it
agreed to appoint Ms. Lammers as Chief Operating Officer of the Company effective September 1, 2026.
Ms. Lammers has served as Operations
Director at ASARCO LLC (“Asarco”) since January 2023. During this time, she has led and overseen all aspects of copper
mining operations, including exploration, planning, investments, engineering, land management, health and safety, and business
technology. Ms. Lammers joined Asarco in 2001 and served in a variety of leadership positions over her 25-year tenure, including
General Manager of Asarco’s Ray Mine (2019–2022), Manager of Development Projects & Services (2013–2019), and
Manager of Asarco’s Mission Mine (2010–2013). Ms. Lammers is 48 years old and holds a Bachelor of Science, Metallurgical
Engineering, from South Dakota School of Mines and Technology.
Ms. Lammers’ term of employment will continue
indefinitely until Ms. Lammers resigns or is terminated in accordance with the terms and conditions of the Employment Agreement. Pursuant
to the terms of the Employment Agreement, Ms. Lammers is entitled to an annual base salary of $350,000 per year (“Base Salary”).
Ms. Lammers will be eligible on an annual basis to receive short-term and long-term incentive awards, with a short-term bonus target of
75% of her Base Salary and a long-term bonus target of 150% of her Base Salary, based on the terms and conditions of the Company’s
then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable
performance goals. Ms. Lammers’ Base Salary, short-term bonus target, and long-term bonus target are subject to review on an annual
basis.
In the event Ms. Lammers’ employment is
terminated by the Company without Cause (as defined in the Employment Agreement) and such termination is not in connection with a Change
in Control (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance pay equal to equal to 1.5 times her
annual Base Salary and 1.5 times the target annual bonuses for the year in which termination of employment occurs. In the event of a Change
in Control where Ms. Lammers’ employment is terminated during the 12-month period following such Change in Control by the Company
without Cause or Ms. Lammers resigns for Good Reason (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance
pay equal to a lump sum cash payment equal to 18 months of her annual Base Salary plus one additional month for each full year of service
after the third full year of service up to a maximum of 24 months annual Base Salary together with 150% of the short-term bonus target
for the year in which termination of employment occurs.
There are no arrangements or understandings between
Ms. Lammers and any other person pursuant to which she was selected as the Company’s Chief Operating Officer. There are no family
relationships between Ms. Lammers and any of the Company’s directors or executive officers and no transactions requiring disclosure
under Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreement
does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text
of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Effective September 1, 2026, Ms. Lammers will
succeed Glen Kuntz as the Company’s principal operating officer. Mr. Kuntz will continue working for the Company in his current
role as Senior Vice President, Mine Development. This transition was not the result of any disagreement between Mr. Kuntz and the Company
on any matter relating to the Company’s operations, policies, or practices.
| Item 7.01 |
Regulation FD Disclosure. |
A copy of the Company’s press release dated
August 5, 2026, relating to the announcement of Michelle Lammers’ employment described in Item 5.02, is furnished as Exhibit 99.1
to this Form 8-K.
The information in this Item 7.01 of this current
report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for
the 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, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Executive Employment Agreement between Ivanhoe Electric Inc. and Michelle Lammers* |
| 99.1 |
|
Press Release dated August 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL) |
*Certain personal information has been excluded from this exhibit pursuant
to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted information
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: August 5, 2026 |
By: |
/s/
Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive
Officer |
Exhibit 99.1

August 5, 2026
Ivanhoe Electric
Strengthens Management Team with Addition
of Michelle Lammers as Chief Operating Officer and Daniel
Worthy as Senior Vice President of
Operations
Ms. Lammers
Brings Over 20 Years of Leadership Experience
in Copper Mining, Processing, and Project Development in the
United States with ASARCO
LLC
Mr. Worthy
Brings Over 20 Years of Extensive Underground
Mining Experience, Including Leadership Positions at Nevada
Gold Mines, Barrick, and
Gold Fields
Glen Kuntz, Senior
Vice President of Mine Development,
Continues Leading the Company’s Engineering and Design of
the Santa Cruz Copper Project
The Santa Cruz
Copper Project Updated Preliminary Feasibility
Study Remains on Track for Completion in September 2026
PHOENIX, ARIZONA – Ivanhoe
Electric Inc. (“Ivanhoe Electric”) (NYSE American: IE; TSX: IE) Executive Chairman Robert Friedland and President and Chief
Executive Officer Taylor Melvin are pleased to announce the addition of two experienced mining professionals to the executive management
team of Ivanhoe Electric. Michelle Lammers will join as Chief Operating Officer of the Company, and Daniel Worthy will join as Senior
Vice President, Operations and General Manager for the Santa Cruz Copper Project in Arizona. The effective date for both Ms. Lammers
and Mr. Worthy is September 1, 2026.
Ms. Lammers joins Ivanhoe Electric
after more than twenty years with Tucson-based ASARCO LLC (the American Smelting and Refining Company, or “ASARCO”). ASARCO,
a United States subsidiary of Grupo Mexico, is an integrated copper mining, smelting and refining company with approximately 1,700 employees.
ASARCO operates three copper mining operations in Arizona and owns a smelter in Arizona and a copper refinery in Texas. Ms. Lammers
began her career with ASARCO in 2001 as a Metallurgical Engineer and progressed through various operational, project development, and
project leadership roles. She served as General Manager of the Ray Mine and Project Manager for the Mammoth Heap Leach Facility at the
Silver Bell Mine in Arizona. Ms. Lammers' most recent role is Operations Director – USA, with responsibility for ASARCO’s
United States mining operations, the Copper Basin Railway infrastructure system, and operational development and continuous improvement
programs across the company’s assets.
Mr. Worthy joins Ivanhoe Electric
from Nevada Gold Mines, a joint venture between Barrick and Newmont created in 2019. Nevada Gold Mines is the largest integrated gold-producing
complex in the world. Mr. Worthy has over twenty years of experience across large-scale underground and open-pit operations and
project development. He was most recently the General Manager, Technical Services at Nevada Gold Mines, and previously served as General
Manager of the Cortez Mine in Nevada and the Hemlo Mine in Ontario, Canada. His extensive underground mining experience includes serving
as Manager of Underground Mining at Leeville, Cortez Hills, and Goldrush mining operations in Nevada, and various leadership roles with
Gold Fields in Australia.
As General Manager, Mr. Worthy
will have day-to-day responsibility for all operating activities at the Santa Cruz Copper Project in Arizona. He will lead the site team
through construction, commissioning, ramp-up, and operations, with responsibility for safety, contractor performance, workforce development,
and overall site execution.
Ms. Lammers and Mr. Worthy
will work closely with Glen Kuntz, who will continue his leadership of the engineering and design activities for the Project, including
the completion of the updated Preliminary Feasibility Study that is expected to be completed in September. With the addition of Ms. Lammers
and Mr. Worthy, Ivanhoe Electric has built a team of experienced mining leaders to drive the detailed engineering, construction,
and operation of the Santa Cruz Copper Project in Arizona.
Mr. Friedland commented: “It
takes exceptional people to build mines, and with the addition of Michelle Lammers and Dan Worthy we are adding over 40 years of leadership
and operations experience as we transition our Santa Cruz Copper Project from engineering into construction and, ultimately, production.
With Michelle and Dan working alongside Glen Kuntz and his engineering professionals, we have a stronger leadership team to advance our
Santa Cruz Project. Michelle and Dan have demonstrated their abilities to lead large-scale copper operations, bulk underground mining
operations, and development projects in the United States. They bring a strong track record of successful, operations-focused leadership
to guide our team as we build America’s next large-scale copper producer that will support American energy and technology infrastructure,
supply chain security, and national defense.”
Mr. Melvin commented: “We
are excited to add Michelle and Dan to our leadership team at Ivanhoe Electric. Their decades of combined operating experience are the
perfect complement to the excellent work completed to date by Glen Kuntz and his team of engineering professionals. We have built an
experienced, disciplined and safety-focused team to advance our modern, high-grade, Santa Cruz Copper Project in Arizona though the Preliminary
Feasibility Study Update and into construction. Michelle and Dan’s decision to join Ivanhoe Electric is a testament to the high
quality of our existing team and the exciting potential of our Santa Cruz Project. I look forward to working with Michelle and Dan.”
Santa Cruz Copper
Project
The Santa Cruz Copper Project is
an advanced-stage, high-grade underground copper project located entirely on private land in Arizona. Santa Cruz is designed to use heap
leaching and solvent extraction-electrowinning to produce 99.99% pure copper cathode onsite without the need for smelting. The Project’s
updated Preliminary Feasibility Study (“PFS”) is on track for completion in September 2026. The updated PFS will incorporate
the engineering and mine access design associated with the Company’s previously announced purchase of a Robbins cross-over tunnel
boring machine (refer to Ivanhoe Electric's May 11, 2026, news release).
About Ivanhoe Electric
We are a United States-based, technology-driven
minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation,
manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States,
led by our advanced-stage Santa Cruz Copper Project in Arizona. We operate exploration joint ventures and alliances in Saudi Arabia with
Maaden, in Chile with Sociedad Química y Minera de Chile ("SQM"), and in the United States with BHP. We use our powerful
Typhoon™ geophysical surveying system, together with advanced data analytics software provided by our subsidiary, Computational
Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical
metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored
and has the potential to yield major new discoveries of critical metals.
We are committed to the establishment
of strong relationships with our local communities and the responsible development of our projects by incorporating best practices for
health, safety and environmental standards, water management, protection of local cultural heritage and biodiversity, and minimizing
our environmental footprint.
Website: www.ivanhoeelectric.com
Contact Information
Mike Patterson
Vice President, Investor Relations
and Business Development
Email: mike@ivnelectric.com
Phone: 1-480-601-7878
Follow us on 
Ivanhoe Electric’s Executive
Chairman Robert Friedland: @robert_ivanhoe
Ivanhoe Electric: @ivanhoeelectric
Ivanhoe Electric’s investor relations
website located at www.ivanhoeelectric.com should be considered as Ivanhoe Electric’s recognized distribution channel for
purposes of the Securities and Exchange Commission’s Regulation FD.
Forward-Looking Statements
Certain statements in this news release
constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable U.S.
and Canadian securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Ivanhoe Electric, its projects, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements
can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”,
“expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict”, “target”, “project” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved. These statements reflect Ivanhoe Electric’s current expectations regarding future events, performance
and results and speak only as of the date of this news release.
Such statements in this news release
include, without limitation, statements relating to: completion of the updated Preliminary Feasibility Study for the Santa Cruz Copper
Project in September 2026; and the engineering, design, construction, and operation of the Santa Cruz Copper Project.
Forward-looking statements are based
on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to significant
risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due
to various factors, including changes in the prices of copper or other metals Ivanhoe Electric is exploring for; the results of exploration
and drilling activities and/or the failure of exploration programs or studies to deliver anticipated results or results that would justify
and support continued exploration, studies, development or operations; the final assessment of exploration results and information that
is preliminary; the significant risk and hazards associated with any future mining operations, extensive regulation by the U.S. government
as well as local governments; changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure
of parties to contracts with Ivanhoe Electric to perform as agreed; and the impact of political, economic and other uncertainties associated
with operating in foreign countries, and the impact of the COVID-19 pandemic and the global economy. These factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements and risk factors described in Ivanhoe Electric’s
Annual Report on Form 10-K filed and other disclosures with the U.S. Securities and Exchange Commission.
No assurance can be given that such
future results will be achieved. Forward-looking statements speak only as of the date of this news release. Ivanhoe Electric cautions
you not to place undue reliance on these forward-looking statements. Subject to applicable securities laws, Ivanhoe Electric does
not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring
after the date of this news release, and Ivanhoe Electric expressly disclaims any requirement to do so.