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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):
February 10, 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 Agreement. |
On February 10, 2026, Ivanhoe Electric Inc.’s
(the “Company”) publicly listed and 60.8% owned subsidiary, Cordoba Minerals Corp. (“Cordoba”), and Cordoba Minerals
Holdings Ltd., an indirect subsidiary of Cordoba (“Cordoba Barbados”, and together with Cordoba, the “Cordoba Parties”),
JCHX Mining Management Co., Ltd. (“JCHX”), Veritas Resources AG, a majority-owned subsidiary of JCHX (“Buyer”),
Naipu Mining Machinery, (“Naipu”), PIA Global Limited, and Hong Kong Zhongan Industry Development Co., Limited (“Zhongan”
and together with JCHX, Buyer and Naipu, the “JCHX parties”) entered into a Waiver and Amending Agreement (the “Amendment”)
which amended the Commercial Sale Offer and related Purchase Order (collectively, the “Original Agreement”) previously disclosed
by the Company on May 8, 2025, for the Cordoba Parties to sell to the JCHX Parties certain assets indirectly constituting the Cordoba
Parties’ remaining 50% interest in the Alacrán copper-gold-silver deposit located in the municipality of Puerto Libertador,
Department of Córdoba, Colombia (the “Alacran Copper Project”), related exploration properties, and certain intercompany
receivables, for consideration of $128 million. JCHX acquired its first 50% of the Alacran Copper Project in May 2023.
The Amendment made certain changes to the Original
Agreement including i) removing Naipu and Zhongan as parties to the Original Agreement, ii) waiving the Environmental Impact Assessment
for the Alacran Copper Project being approved by the Autoridad Nacional de Licencias Ambientales (the environmental regulator in Colombia),
iii) added a new closing condition requiring the JCHX shareholders to approve the amended transaction, iv) extending the outside date
to March 10, 2026, v) increasing the payment at close to the full $128 million purchase price and removing any post-closing payments,
and vi) Cordoba agreeing to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all
liabilities and obligations, subject to required approvals, such that $10 million will remain in Cordoba.
The description of the Amendment above is not
intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit
10.1, and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Waiver and Amending Agreement dated February 10, 2026 |
| 104 |
Cover Page Interactive Data File (embedded with the inline XBRL document) |
Forward-Looking Statements
The Company cautions you that statements included
in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty, including statements regarding the proposed sale
of the Alacran Copper Project along with the related covenants, closing conditions and the other matters contemplated by the Agreement.
In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,”
“should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking
statements may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our
industry. Forward-looking statements are based on management’s current expectations and are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements
speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ
materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed
or implied by forward-looking statements include the following: we and JCHX may not successfully obtain all necessary shareholder, regulatory
and third party approvals and satisfy other applicable conditions to the transactions contemplated herein; the transaction may not close
on the timeline anticipated, or at all; we and Cordoba may not receive all of the payments called for by the Agreement; and such payments
may not be applied in the manner currently anticipated; our mineral projects are all at the exploration stage with no certainty of advancing
to further stages of development; we have no mineral reserves, other than at the Santa Cruz and Alacran projects; we have a limited operating
history on which to base an evaluation of our business and prospects; we depend on our material projects for our future operations; our
mineral resource calculations at the Santa Cruz Project are only estimates; actual capital costs, operating costs, production and economic
returns may differ significantly from those we have anticipated; the title to some of the mineral properties may be uncertain or defective;
our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals; we have
claims and legal proceedings against one of our subsidiaries; our business is subject to significant risk and hazards associated with
exploration activities, mine development, construction and future mining operations; we may fail to identify attractive acquisition candidates
or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties or successfully manage joint
ventures; our success is dependent in part on our joint venture partners and their compliance with our agreements with them; our business
is extensively regulated by the United States and foreign governments as well as local governments; the requirements that we obtain, maintain
and renew environmental, construction and mining permits are often a costly and time-consuming process; our non-U.S. operations are subject
to additional political, economic and other uncertainties not generally associated with domestic operations; and our operations may be
impacted by the COVID-19 pandemic, including impacts to the availability of our workforce, government orders that may require temporary
suspension of operations, and the global economy. You should carefully consider these risks, as well as the additional risks described
in our annual report on Form 10-K and other documents we file with the SEC, which are available on EDGAR at www.sec.gov. We also operate
in a very competitive and rapidly changing industry. New risks emerge from time to time and it is not possible for our management to predict
all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. We disclaim any obligation
to update such forward-looking statements, except as required by law.
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: February 10, 2026 |
By: |
/s/ Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive Officer |
