Mr. Taylor Melvin reports

MA'ADEN AND IVANHOE ELECTRIC TO ESTABLISH A 50/50 JOINT VENTURE TO EXPLORE FOR COPPER, GOLD, SILVER AND ELECTRIC METALS IN THE KINGDOM OF SAUDI ARABIA

Ivanhoe Electric Inc. has executed a binding heads of terms with Saudi Arabian mining company Ma'aden. Ma'aden is among the fastest-growing mining companies in the world and the largest multicommodity mining and metal company in the Middle East, with a vision of being a sustainable mining champion with a global presence. Ma'aden explores for, and mines, minerals within Saudi Arabia, including gold, silver, copper, zinc, phosphate and other industrial minerals, and has a market capitalization of approximately $48-billion (U.S.).

The agreement sets out the binding framework for a strategic investment of $126.4-million (U.S.) by Ma'aden into the common stock of Ivanhoe Electric and the concurrent establishment of a 50/50 exploration joint venture in Saudi Arabia.

This agreement was signed today at the Future Minerals Forum taking place in Riyadh, Saudi Arabia, and is expected to be completed by the end of first quarter 2023.

Key terms of the strategic investment:

• Ivanhoe Electric will issue approximately 10.2 million new common shares to Ma'aden at a price of $12.38 (U.S.) per share for gross proceeds of $126.4-million (U.S.), resulting in Ma'aden becoming a 9.9-per-cent shareholder. Ma'aden will have anti-dilution rights to allow it to maintain its 9.9-per-cent ownership.
• A total of $60-million (U.S.) of the gross proceeds are to be retained by Ivanhoe Electric for use in advancing its U.S. mineral projects and for working capital and general corporate purposes.
• Ma'aden will obtain the right to appoint one independent director to the Ivanhoe Electric board of directors, bringing the company's board size to nine members.

Key terms of the joint venture:

• Ivanhoe Electric and Ma'aden will establish a new Saudi Arabian exploration joint venture, which will be owned 50/50 and established for an initial term of five years. It may be extended up to 10 years upon mutual agreement.
• Ma'aden will make available approximately 48,500 square kilometres of land under exploration licence or licence application within Saudi Arabia for exploration by the joint venture.
• Ivanhoe Electric will contribute approximately $66-million (U.S.) to the joint venture, of which up to $13-million (U.S.) will be used to finance the purchase of three new-generation Typhoon machines, which will be owned by the joint venture. Prior to the delivery of the new Typhoon units, Ivanhoe Electric will make available an existing Typhoon unit to commence surveying in Saudi Arabia.
• Ivanhoe Electric will provide the joint venture with a royalty-free licence to use Typhoon within Saudi Arabia for the purpose of mineral exploration. The licence will remain exclusive to the joint venture in Saudi Arabia and effective while the joint venture is continuing.
• The joint venture will operate through an equally constituted board of directors and technical committee.

Executive chairman Robert Friedland commented from the Future Minerals Forum, currently taking place in Riyadh, Saudi Arabia: "Today's agreement is our first major transaction since successfully completing our [initial public offering] in mid-2022. The deal combines a conventional corporate-level investment with a groundbreaking exploration joint venture centred around the application of Ivanhoe Electric's disruptive Typhoon technology in the Kingdom of Saudi Arabia. Ma'aden's announced investment is a clear vote of confidence by a major mining company in our U.S. projects and in our vision to reinvent mining for the electrification of everything by agreeing to become one of our largest shareholders."

Mr. Friedland continued: "This joint venture in Saudi Arabia will set us down a new path with Typhoon. This will be the first wide-scale use and deployment of our disruptive geophysical surveying tool to a third party for the mutual benefit of both companies and their stakeholders. When Ma'aden proposed the idea of using the world's best geophysical surveying tool on one of the world's most prospective but underexplored land areas in the kingdom, our entire team jumped at the opportunity to be a part of this new venture with its potential impact on vision 2030."

Ma'aden chief executive officer Robert Wilt commented: "Ma'aden's strategic investment in Ivanhoe Electric is a critically important moment in our journey to becoming a leading supplier of strategic minerals, which will fuel global economic growth over the coming decade. Though our partnership with Ivanhoe Electric, we are advancing our capability to unlock the potential of our exploration portfolio to secure supply of strategic minerals and strengthening our international presence. We are continually looking at opportunities like this one to develop Saudi Arabia's tremendous mineral wealth, and Ivanhoe Electric is an ideal partner."

The disruptive power of Typhoon and highly advanced Computational Geoscience Inc. software to seek hidden mineral deposits in the Saudi desert

Typhoon is the brand name for Ivanhoe Electric's proprietary electrical geophysical surveying transmitter, which can detect the presence of sulphide minerals containing copper, nickel, gold and silver (as well as water and oil). The technology was developed by a former parent, I-Pulse, to unlock exploration in areas where potential deposits are hidden by cover, where target depths exceed the range of conventional geophysical surveying systems, or where the scale and topography of an exploration target area prevent efficient and cost-effective conventional surveying.

Typhoon achieves this through its unique specifications, which include a current output of up to 200 amps and a voltage output of up to 10,000 volts. The transmitter uses switches and capacitance systems, which generate a very pure and stable transmitted signal, resulting in an extremely high signal to noise ratio. Typhoon is also capable of transmitting both induced polarization and electromagnetic signals, meaning that the same transmitter can be used to search for a wide variety of mineral deposit types.

Typhoon was specifically developed to effectively conduct large surveys and identify deep geophysical anomalies in environments that have highly resistive surface conditions, such as those seen in the Arabian Shield. Typhoon is the ideal tool for surveying many parts of Saudi Arabia, where the bedrock is hidden by sand and gravel cover that can exceed one kilometre in depth -- as similarly experienced at Ivanhoe Electric's Santa Cruz project in Arizona, United States.

Ivanhoe Electric currently has three Typhoon units, and three more will be produced for the joint venture in the first half of 2024. Three additional Typhoon units on order with I-Pulse will be delivered subsequently to Ivanhoe Electric. When the construction and delivery of these six new-generation units are completed, the global fleet of Typhoon units will have tripled from three to nine.

Chief executive officer Taylor Melvin commented: "Typhoon is a transformational technology and a unique asset for Ivanhoe Electric. The machines and supporting CGI data analytics can potentially unlock remarkable new business opportunities for us. We intend to increase the number of Typhoon units to meet the future exploration needs of Ivanhoe Electric in the U.S. and to support new opportunities. The joint venture with Ma'aden is just our first foray into how we can best capture the value of Typhoon outside of exploring our own projects."

Ivanhoe Electric also controls a data inversion business, Computational Geosciences (CGI). CGI was founded in 2010 to commercialize innovative technology developed at the University of British Columbia, Canada, to improve and enhance mineral exploration. The CGI technology consists of sophisticated codes to process geophysical data and build 3-D subsurface images that could indicate the presence of various metals and minerals. The data processing and artificial intelligence software developed by CGI complements its Typhoon technology and represents the only software product that can process the full spectrum of geophysical data produced by Typhoon efficiently.

CGI will process the tremendous amounts of data that will be produced by the Saudi exploration joint venture.

Completion expected by the end of Q1 2023

The agreement signed today in Riyadh is a framework agreement that sets out the binding limits of the transactions disclosed today. It will be replaced by a more detailed definitive agreement, which the parties have agreed will include the key terms from today's agreement and which may only be changed if required to satisfy legal or regulatory requirements for the establishment of the Saudi Arabian joint venture entity or if required to meet the technical specifications and needs for the use of Typhoon in the kingdom. The agreement will terminate three months from signing if the more detailed definitive agreements are not executed by such time.

Other terms of the agreement:

• Ivanhoe Electric will obtain a five-year standstill, preventing Ma'aden from increasing its shareholding beyond 19.9 per cent without approval from Ivanhoe Electric's board of directors.
• Ma'aden will agree for five years to vote in favour of certain matters as a shareholder for so long as it has its director appointment right, including to vote in favour of the election of all director nominees and to vote in favour of all matters that have been approved by a majority of the independent directors of Ivanhoe Electric.
• Ma'aden will also agree for five years not to dispose of any shares, except under certain conditions.
• A technical committee will supervise the exploration activities of the joint venture, including an initial land identification stage, where the land Ma'aden is making available will be reviewed and reduced to the most prospective areas for Typhoon deployment. This will be followed by generative exploration and drilling stages aimed at identifying mineral resources.
• Ivanhoe Electric will be the operator during the exploration phase. Ma'aden will assume operatorship if an economically viable deposit is found and is designated by the joint venture for further development.
• Ivanhoe Electric will provide training and development to an agreed number of employees of the joint venture on mineral exploration, geology and the operation of the Typhoon units.
• The parties have agreed to discuss the potential for a local Saudi stock exchange listing for the joint venture entity and to discuss the potential for Ivanhoe Electric to convert its equity interest in future discoveries into royalties.

The transactions also remain subject to certain conditions being satisfied, including:

• Negotiation and execution of the definitive agreements;
• Approval of a supplemental listing application from the New York Stock Exchange;
• Toronto Stock Exchange approval;
• Other customary regulatory approvals.

The disclosure of the transactions in this press release is necessarily of a summary nature and is qualified by text of the heads of terms itself, which will be filed with the U.S. Securities Exchange Commission.

About Ma'aden

Ma'aden is the largest multicommodity mining and metal company in the Middle East and among the fastest-growing mining companies in the world, with revenues of 26.7 billion riyals ($7.12-billion (U.S.)) in 2021. Ma'aden is developing the mining industry into the third pillar of the Saudi economy in line with vision 2030, and aims to be a role model in responsible and sustainable operations. Ma'aden operates 17 mines and sites, has 6,000-plus direct employees, and exports products to over 30 countries. Ma'aden is embarking on massive growth over the next 18 years across phosphate, aluminum, gold, copper and new minerals.

About Ivanhoe Electric Inc.

Ivanhoe Electric is an American technology and mineral exploration company that is reinventing mining for the electrification of everything by combining advanced mineral exploration technologies, renewable energy storage solutions and electric metal projects predominantly located in the United States. Ivanhoe Electric uses its Typhoon transmitter, an accurate and powerful geophysical survey system, together with advanced data analytics provided by its subsidiary, Computational Geosciences, to accelerate and derisk the mineral exploration process, as well as to potentially discover deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. Through its controlling interest in VRB Energy, Ivanhoe Electric also develops and manufactures advanced grid-scale vanadium redox battery storage systems. Finally, through advancing its portfolio of electric metal projects located primarily in the United States, headlined by the Santa Cruz copper project in Arizona and the Tintic copper-gold project in Utah, as well as projects in Montana, Oregon and North Carolina, Ivanhoe Electric is also well positioned to support American supply chain independence by delivering the critical metals necessary for electrification of the economy.

We seek Safe Harbor.