Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT  is made as of the  17th day of November 2022


 


BETWEEN:


 


IVANHOE
ELECTRIC INC., a Delaware corporation, having an office at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada,
V6C 3E1


 


(the “Company”)


 


AND:


 


JORDAN
NEESER, residing at [***]


 


(the “Employee”)


 


WHEREAS:


 


		(A)	Ivanhoe Electric Inc. is a technology led mineral exploration company with corporate offices located in
Vancouver, British Columbia, Canada and to be established in the United States. Through subsidiaries and investment, the Company funds
and manages exploration programs in several jurisdictions globally but with a focus on the United States;



 


		(B)	the Company wishes to engage the Employee as the Chief Financial Officer of the Company;



 


		(C)	the Employee’s payroll and benefit plans and other related employee costs provided hereunder may
be administered by Global Mining Management Corporation (“Global”), and if so administered all related costs will be
paid by the Company in accordance with the Global Mining Management Corporation Shareholders’ Corporate Management and Cost Sharing
Agreement dated December 4, 2013, as amended January 1, 2016;



 


		(D)	the Company wishes to employ the Employee and the Employee wishes to be employed by the Company on the
terms of this Agreement; and



 


		(E)	the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms
applicable to the employment of the Employee during the period hereinafter set forth.



 


NOW
THEREFORE THIS AGREEMENT WITNESSES that the Company and the Employee (collectively the “Parties”),
as Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and
each intending to be legally bound hereby, do hereby covenant and agree as follows:


 






     


    - 2 -


    

 


		Section 1	Employment



 


1.1              
The Company hereby engages the Employee, and the Employee acknowledges and agrees, to perform the function of Chief Financial Officer
of the Company (the “Position”), initially based in Vancouver, British Columbia, reporting to the President and Chief
Executive Officer of the Company (the “CEO”).


 


1.2              
In fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarily performed by persons
in such role within the industry and such other duties as the Company or the CEO may assign from time to time. The Company reserves the
right to amend the Employee’s duties, responsibilities and powers from time to time in its sole discretion.


 


1.3              
The Employee will be expected to travel outside of the work location where based, to the Company’s offices, project sites
and other locations as required. The Company will establish a corporate office in the United States and accordingly, the Employee is expected
to work from a corporate office in the United States in the future. The timing of such relocation to a corporate office in the United
States by the Employee will be subject to further agreement between the Company and the Employee, each acting reasonably, and based upon
the prevailing work requirements at the time and Employee’s personal considerations (including schooling requirements for children).
The costs associated with such relocation to the United States will be paid by the Company, the particulars of which will be subject to
further agreement between the Company and the Employee, each acting reasonably.


 


		Section 2	Term



 


This
Agreement will be effective from November 21, 2022 and will remain in full force and effect until terminated as hereinafter
provided.


 


		Section 3	Responsibility



 


Subject to the approval and/or
ratification of the Board of Directors (the “Board”) in accordance with Company policies regarding delegation of authorities
and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily
carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related
duties as may from time to time be assigned, delegated, limited or determined by the Board and/or the CEO.


 


		Section 4	Other Activities



 


		4.1	The Employee’s employment hereunder shall be substantially full-time and exclusively for the benefit
of the Company, except as permitted herein.



 


		4.2	The Employee agrees not to undertake, or be engaged in the performance of, any work, services or other
business activity (which does not include charitable or philanthropic endeavors that do not materially interfere with the Employee’s
employment hereunder), directly or indirectly, for any other person, firm, company, other legal entity or governmental agency or organization,
with the exception of the Employee’s employment with the Company unless it is determined by prior written approval of the Board
or the CEO that such activities will not interfere with, or impede, in any significant manner the performance of Employee’s duties
in the Position, and further provided that:



 


		(a)	before the Employee can engage in any work, services or other business activity which involves the Employee
owning or acquiring any interest in excess of five percent, directly or indirectly, in any mining or technology company or the rendering
of any advice or service to another person, partnership or other legal entity or a joint venture engaged in the business of exploring
for and/or mining minerals, the Employee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15 days
after the date of such disclosure, the Employee must receive from the Board or the CEO a decision that such activities by the Employee
will not, in the opinion of the Board or the CEO, interfere or be in conflict with the Employee’s performance of his duties to the
Company hereunder. If a decision is not received from the Board or the CEO within such 15-day period, the activities will be deemed to
interfere or be in conflict with the Employee’s performance of his duties to the Company hereunder unless and until a contrary decision
is received from the Board or the CEO, and



 






     


    - 3 -


    

 


		(b)	before engaging in any work, services or business activity other than the kind described in sub-paragraph
(a) of this Section 4.2, the Employee shall have disclosed same in writing to the Board; and



 


		(c)	notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company, including
serving on the board of directors of any affiliate, consistent with his responsibilities for the Company to the extent agreed by the Board
or the CEO.



 


4.3              
The Employee shall refer to the Board and the CEO any and all facts, matters and transactions that may adversely affect the Employee’s
relationship with the Company or the Employee’s ability to perform his duties, or in respect of which an actual or potential conflict
of interest between the Employee and the Company has arisen or may arise, and the Employee shall not proceed with any such matter or transaction
until the Board’s approval therefor is obtained. For purposes of clarification, this provision is not intended to limit in any way
the Employee’s other fiduciary obligations to the Company that may arise in law or in equity.


 


4.4              
Without limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees that under no circumstances will
his provision of services in the Position involve or include, nor will the Employee be asked by any director or officer of the Company
to engage in, any activities contrary to the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign
Corrupt Practices Act and any other similar legislation in the jurisdiction in which the Employee is employed or to whose laws the
Employee may be subject.


 


4.5              
The Employee shall adhere to the Company’s policies in effect from time to time.


 


		Section 5	Compensation



 


		5.1	In consideration of the performance by the Employee of his responsibilities and duties in the Position
hereunder:



 


		(a)	The Company shall pay the Employee the sum of the Canadian dollar equivalent of Three Hundred Thousand
United States Dollars ($300,000) (the “Base Salary”) per year. The Base Salary and all other forms of compensation
payable hereunder are subject to deduction for all applicable taxes, payroll deductions and withholdings required by law and otherwise
in accordance with the payroll practices of the Company for similarly situated employees of the Company.



 


		(b)	The Base Salary will be reviewed annually and, if increased or decreased, such increased or decreased
amount shall be the Base Salary hereunder provided however that the Base Salary may only be decreased as part of a general executive or
company-wide reduction for cost savings or similar requirements.



 






     


    - 4 -


    

 


		(c)	The Employee will be eligible to participate in the compensation plans of the Company in effect from time
to time, subject to the terms of the applicable plans.



 


		(d)	The Employee will be eligible on an annual to receive short term and long term incentive awards, with
a short-term bonus target of 100% of Base Salary (“Short Term Bonus”) and a long-term bonus target of 200%
of Base Salary for 2023, based on the terms and conditions of the Company’s then effective annual incentive and equity-based incentive
plans or programs as adopted by the Board upon recommendation by its Compensation Committee and contingent upon the degree of achievement
of any applicable performance goals. Equity plans (“Equity Plans”) shall include but not be limited to the 2022 Long
Term Incentive Plan and associated award agreements, including but not limited to the Restricted Stock Unit Award Agreement and the Stock
Option Agreement, and any similar agreements entered by the Parties hereafter. Targets for short term and long term incentive awards will
be reviewed and established by the Board and the Compensation Committee on an annual basis.



 


		(i)	The amount of the Short Term Bonus that will be earned shall be determined based upon performance criteria
and targets established by the Board and the Compensation Committee, and the achievement and/or satisfaction of such criteria and targets
during the time employed. For example, if Employee is employed for a partial year, Employee shall receive the Short Term Bonus on a pro
rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to Employee’s
separation from service and the number of months worked divided by the total number of months in the reporting year, subject to (ii) below.



 


		(ii)	Employee shall be entitled to receive the Short Term Bonus regardless of employment status on the date
the Short Term Bonus is calculated or paid provided, however, that no Short Term Bonus will be earned if the Employee’s employment
is terminated for Cause or by reason of voluntary termination.



 


		(e)	The Company will make an initial grant of stock options (“Options”) under its equity
incentive plan and in accordance therewith, such number of Options to equal 500,000 with a strike price of not less than $11.75
USD per share or at least equal to the fair market value per share on the date of grant if the market value is greater than $11.75 USD
per share on the date of grants. Options and any future grant of Restricted Stock Units (“RSUs”) will vest in accordance
with the terms of the applicable Equity Plans;



 


		(f)	The Employee will be eligible to participate in employee benefit plans (including health, medical, dental,
and other insurance benefits) from time to time in effect for similarly situated employees of the Company, except to the extent such plans
are duplicative of benefits otherwise provided to the Employee. The Employee’s participation will be subject to the terms of the
applicable plan documents and generally applicable policies of the Company.



 


		Section 6	Expenses



 


The Company will reimburse
the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the
performance of his duties under this Agreement in accordance with the policies of the Company in effect from time to time. The Employee
will furnish the Company with an itemized account of his expenses in such form or forms as may reasonably be required by the Company and
at such times or intervals as may be required by the Company.


 






     


    - 5 -


    

 


		Section 7	Vacation



 


7.1              
The Employee will be entitled to a paid vacation of twenty-five (25) days within each calendar year period, pro-rated for
partial calendar years, during the Term of this Agreement, to be calculated from the date of commencement of employment set forth in Section 2
herein. This vacation must be taken at such times that do not adversely compromise the Employee’s performance of his duties under
this Agreement.


 


7.2              
Subject to appliable employment standards legislation, the Employee may carry forward a maximum of ten (10) days’ vacation
from one entitlement year to the next. Any such vacation carried forward must be taken by 15 March of the subsequent year. Any unused
vacation in excess of ten (10) days will be forfeited.


 


7.3              
All other responsibilities and rights (if any) of Employee relating to accrual of vacation benefits, requesting and using vacation
benefits, and receipt of payment for accrued, unused vacation benefits upon separation from employment shall be governed by the terms
and conditions of the Company’s applicable policies, practices, and procedures, subject to applicable employment standards legislation.


 


		Section 8	Indemnity



 


The Company shall defend,
indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and
the Company’s organizational documents, including but not limited to, those relating to loss or damage to property, or injury to,
or death of any person or persons arising from or out of the Employee’s performance of his obligations under this Agreement.


 


		Section 9	Consent to Use Personal Information



 


		9.1	The Employee acknowledges and agrees that the Company has the right to collect, use and disclose the terms
and conditions of his employment and any other identifying personal information required to be disclosed for reporting or business purposes
or otherwise by law, including:



 


		(a)	ensuring that he is paid for his services to the Company;



 


		(b)	administering any benefits to which he is or may become entitled to, including bonuses, medical, dental,
disability and life insurance benefits, and/or annual bonuses and long-term incentive securities. This shall include the disclosure of
his personal information to any insurance company and/or broker or to any entity that manages
or administers the Company’s benefits on behalf of the Company, subject to applicable laws;



 


		(c)	compliance with any regulatory reporting and withholding requirements relating to his
employment; and



 


		(d)	in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing to
any potential acquiring organization solely for the purposes of determining the value of the Company and its assets and liabilities and
to evaluate the Employee’s position in the Company. If the Employee’s information is disclosed to any potential acquiring
organization, the Company will require the potential acquiring organization to agree to use the information solely for the purpose of
evaluating the Company and to protect the privacy of Employee’s information in a manner that is consistent with any policy of the
Company dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.



 


		9.2	The Employee may withdraw his consent provided herein at any time. The Employee acknowledges that if he
withdraws his consent, his entitlement to certain employment benefits provided by the Company may be negatively affected and in the event
of a sale of business, the acquiring organization may not be in a position to offer continued employment due to a lack of personal information
on the Employee.



 






     


    - 6 -


    

 


		Section 10	Termination



 


10.1          
This Agreement and the Employee’s employment may be terminated as follows:


 


		(a)	By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee’s resignation,
in writing, which shall be provided not less than six (6) months prior to the effective date of resignation. In these circumstances,
during the 6-month notice period, the Employee shall receive as full and sole compensation: (i) Base Salary at the then current rate of
pay; and (ii) reimbursements that are due and owing Employee or that were earned or accrued on or before the effective date of termination,
(collectively the “Accrued Obligations”) together with any rights under the Company’s employee benefit plans,
including equity or equity-based compensation plans, which shall be governed solely by the terms of the Equity Plans. Employee agrees
to faithfully perform and discharge all of his duties and responsibilities under this Agreement throughout the notice period until the
effective date of his employment termination. At any time after receiving notice of Employee’s resignation, the Company shall have
the sole option to relieve Employee of his duties and/or to restrict Employee from accessing Company facilities or systems, communicating
with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on
Company’s behalf. In all cases, the Employee will continue to be an employee throughout the notice period until the effective date
of termination and will receive from the Company all Accrued Obligations through the effective date of resignation.



 


		(b)	By Company on Death or Disability of Employee: Forthwith on the death of the Employee or termination
of service by reason of Disability. Company shall have the right to terminate Employee by reason of “Disability” if Employee
is unable to perform the essential functions of Employee’s Position, with or without a reasonable accommodation, for either ninety
(90) consecutive calendar days, or one hundred twenty (120) aggregate calendar days in a twenty-four (24) month period, by reason of any
mental or physical illness, condition, impairment or incapacity. In these circumstances, the Employee (or his estate) shall be entitled
to receive as full and sole compensation in discharge of the Company’s obligations to the Employee under this Agreement, the Accrued
Obligations, the Short Term Bonus, if any, determined pursuant to Section 5.1(d)(i) and (ii), together with any rights under the Company’s
employee benefit plans, including the Equity Plans.



 


		(c)	By the Company without Cause: By the Company at any time, and for any reason whatsoever upon written
notice of six (6) months. Employee agrees to faithfully perform and discharge all of his duties and responsibilities under this
Agreement throughout the notice period until the effective date of his employment termination. At any time after delivering written notice
of termination, the Company shall have the sole option to relieve Employee of his duties and/or to restrict Employee from accessing Company
facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events,
or otherwise conducting business on Company’s behalf. In all cases, the Employee will continue to be an employee throughout the
notice period until the effective date of termination. Contingent upon the Employee’s execution and non-revocation of a general
mutual release of claims within twenty-one (21) days of termination in the form mutually agreed to by the Parties, or such other time
period agreed to by the Parties, except for the Accrued Obligations which will be paid without regard to such release, on such a termination,
the Employee will receive the following, as full and sole compensation in discharge of the Company’s obligations to the Employee
under this Agreement:



 






     


    - 7 -


    

 


		(i)	the Accrued Obligations together with any obligations accrued and then owing under the Company’s
employee benefit plans;



 


		(ii)	a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee’s annual Base
Salary and 1.5 times the target annual bonuses for the year in which termination of employment occurs, which the Parties agree shall fully
satisfy any Short Term Bonus payment owed pursuant to Section 5.1(d)(i) and (ii) hereof, payable on the forty-fifth (45th)
day, or next succeeding business day if the 45th day is not a business day, following Employee’s separation from service;
and



 


		(iii)	the Employee’s equity incentive awards will be governed in accordance with the terms of the applicable
Equity Plans.



 


For
greater certainty, this Section 10.1(c) shall not apply to a termination following a Change in Control under the circumstances
provided for in Section 10.3(a).


 


		(d)	By the Company with Cause: The Company may terminate this Agreement, and Employee’s employment
hereunder, for Cause immediately upon written notice to Employee. In these circumstances, the Employee (or his estate) will be entitled
to receive as full and sole compensation in discharge of the Company’s obligations to the Employee under this Agreement, the Accrued
Obligations together with any rights under the Company’s employee benefit plans, including equity or equity-based compensation plans,
which will be governed solely by the terms of such plans.



 


		(e)	For purposes of this Agreement, “Cause” shall be deemed to exist if any of the following circumstances
exist, as determined by the Board, regardless of the timing of the precipitating events:



 


		(i)	Employee’s willful failure to substantially perform his or her duties and responsibilities to the
Company;



 


		(ii)	Employee’s violation of a Company policy, after receiving thirty (30) days written notice from the
Company of the precise policy and the Employee’s conduct alleged to violate the policy, and Employee has failed to cure the violation
within the 30-day notice period;



 


		(iii)	Employee’s commission of any act of fraud, embezzlement, misappropriation, breach of fiduciary duty
or duty of loyalty, dishonesty or any other intentional act of misconduct that has caused or is reasonably expected to result in material
injury to the Company;



 


		(iv)	Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutes a felony
(or local law equivalent) or an indictable or hybrid offence or any crime or offence involving moral turpitude, if such crime or offence
is (A) work-related, (B) impairs Employee’s ability to perform services for the Company, or (C) results in reputational or financial
harm to the Company;



 






     


    - 8 -


    

 


		(v)	the unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the
Company or any other party to whom Employee owes an obligation of nondisclosure as a result of his Employment with the Company; or



 


		(vi)	Employee’s breach of any of his or her obligations under any written agreement or covenant with
the Company; or



 


		(vii)	the Employee has committed any act which results in either loss or damage to the Company or prejudice
to its business standing or reputation, including any social media post or public comment made on the Internet or otherwise, or through
the making of any disparaging comment or remark in any public forum or setting, provided, nothing herein prohibits Employee from making
truthful statements protected by any applicable law.



 


		(f)	Notwithstanding the foregoing, the Employee’s rights and entitlements with respect to any stock
options and RSUs or any other equity incentive award or incentive bonus amount shall be in accordance with the relevant incentive plan(s).



 


		10.2	Notwithstanding Section 10.1(a) and (c), on or following the service of notice by either party for any
reason to terminate this Agreement, the Company may at its sole and absolute discretion terminate the Employee’s employment at any
time and with immediate effect by providing the Employee all payments due in lieu of the notice period (or, if applicable, the remainder
of the notice period) equivalent to the Base Salary at the date of termination for such period, in addition to the other Accrued Obligations
required of the Company as set forth in Sections 10.1(a) and 10.1(c).



 


 10.3




		(a)	If a Change in Control occurs and, at any time during the twelve (12) month period following such Change
in Control, either (i) there occurs a termination of the Employee’s employment by the Company, other than for Cause, or (ii) the
Employee resigns employment for Good Reason, contingent upon the Employee’s execution and non-revocation of a mutual general release
of claims within twenty-one (21) days of termination in the form mutually agreed upon by the Parties, or such other time period agreed
to by the Parties, except for the Accrued Obligations which will be paid without regard to such release, the Employee shall be entitled
to receive:



 


		(i)	the Accrued Obligations together with any rights under the Company’s employee benefit plans;



 


		(ii)	a lump sum cash payment, less applicable withholdings, equal to eighteen (18) months of Employee’s
annual Base Salary plus one (1) additional month for each full year of service after the third (3rd) full year of service up
a maximum of twenty-four (24) months annual Base Salary together with 150% of the Short Term Bonus for the year in which termination of
employment occurs, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not
a business day, following Employee’s separation from service; and



 


		(iii)	Employee’s equity incentive awards shall be governed in accordance with the terms of the applicable
Equity Plans.



 






     


    - 9 -


    

 


		(b)	For purposes of this Section 10.3, “Good Reason” means any of the following events,
unless the Employee gives his express written consent thereto:



 


		(i)	a material adverse change in the Employee’s Position as in effect immediately prior to a Change
in Control. Such material adverse change shall mean a material diminution in the Employee’s duties or authority or the assignment
to the Employee of any duties or responsibilities which are materially inconsistent with such Position. Notwithstanding the foregoing,
Good Reason shall not be deemed to occur upon a change in the Employee’s duties or responsibilities that is solely a result of the
Company no longer being publicly traded;



 


		(ii)	a material reduction by the Company in the Employee’s annual Base Salary as in effect immediately
prior to a Change in Control;



 


		(iii)	a material failure by the Company to continue in effect any employee benefit program in which the Employee
is participating at the time of a Change in Control other than as a result of the normal expiration of any such employee benefit program
in accordance with its terms as in effect at the time of a Change in Control or replacement of such benefit program with a comparable
program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Employee’s
continued participation in any such employee benefit program on at least as favorable a basis to the Employee as on the date of a Change
in Control;



 


		(iv)	the Company requiring the Employee to be based in a location more than 50 miles from where the Employee
is based at the time of a Change in Control, except for required travel on the Company’s business to an extent substantially consistent
with the Employee’s business travel obligations in the ordinary course of business immediately prior to the Change in Control;



 


		(v)	the Company repudiating or breaching any of its material obligations under this Agreement; or



 


		(vi)	the Company requiring the Employee to report to a person of lesser authority or standing than that set
forth in Section 1.1; provided that a general change in overall reporting structure bona fide entered into by the Company in the interests
of improved management of its business and not limited to the individual Employee, shall not be a change in reporting responsibilities
as contemplated by this clause.



 


		(c)	Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must give notice to the
Company within 30 days following the Employee’s knowledge of an event constituting Good Reason describing the alleged failure or
action by the Company in respect of the events set out in clauses (i) to (vi) above and advising the Company of the Employee’s intention
to terminate the Employee’s employment for Good Reason. If the Employee fails to provide such notice within 30 days, such event
shall not constitute Good Reason under this Agreement. Following receipt of such notice from the Employee, the Company shall then have
30 business days to take any required corrective action to rectify or rescind such event (and if such event is so rectified or rescinded,
such event shall not constitute Good Reason) and to notify the Employee in writing that it has completed such rectification or rescindment,
or to notify the Employee that it denies the occurrence of such event.



 


		(d)	A notice of resignation for Good Reason in accordance with the foregoing will be deemed to have occurred
within the twelve (12) month period following a Change in Control provided the Employee gives the required notice to the Company prior
to the end of such twelve (12) month period.



 






     


    - 10 -


    

 


		(e)	The payments provided for in paragraph (a) under this Section 10.3 shall be inclusive of the Employee’s
entitlement to notice and severance pay at common law or by statute. The Company shall not be obligated to make any further payments under
this Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 6.



 


		(f)	For the purposes of this Agreement, “Change in Control” means any of the following
events occurring after the date hereof:



 


		(i)	a transaction or series of transactions whereby any “person” or related “group”
of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial
ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of
the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however,
that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries;
(ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies
with Sections 10.3(f)(iii)(I), 10.3(f)(iii)(II) and 10.3(f)(iii)(III); or (iv) in respect of an Award (as defined in the Company’s
Long Term Incentive Plan) held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or
any entity controlled by the Holder or any group of persons including the Holder);



 


		(ii)	the Incumbent Directors, as defined in the Company’s Long Term Incentive Plan, or successor plan,
cease for any reason to constitute a majority of the Board;



 


		(iii)	the consummation by the Company (whether directly involving the Company or indirectly involving the Company
through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition
of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:



 


		(I)	which results in the Company’s voting securities outstanding immediately before the transaction
continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that,
as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all
of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding
voting securities immediately after the transaction, and



 


		(II)	after which no person or group beneficially owns voting securities representing 50% or more of the combined
voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section
as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in
the Company prior to the consummation of the transaction; and



 






     


    - 11 -


    

 


		(III)	after which at least a majority of the board of directors (or the analogous governing body) of the Successor
Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction;
or



 


		(iv)	the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.



 


Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation
that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A, the
transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such payment (or portion thereof) shall only constitute
a Change in Control for purposes of the payment if such transaction also constitutes a “change in control event,” as defined
in Treasury Regulation Section 1.409A-3(i)(5).


 


		10.4	The Employee agrees that the notice, pay in lieu of notice (or a combination thereof) together with the
benefits set out in Sections 10.1(c) or 10.3 shall be in full and final settlement of any and all actions, causes of actions, suits, claims,
demands and entitlements whatsoever which the Employee has or may have, whether pursuant to statute, common law or otherwise, against
the Company and any of its directors, officers, employees, representatives, successors and assigns, arising out of the Employee’s
hiring, employment and the termination of the Employee’s employment or this Agreement and the Employee expressly waives any and
all entitlement to reasonable notice or pay in lieu thereof pursuant to common law. The amounts and benefits set out in Sections 10.1(c)
and 10.3 in excess of employment standards minimums are conditional upon the Employee executing a full and final release in favour of
the Company, in a form acceptable to the Company.



 


		10.5	If this Agreement is terminated by either party while the Employee is on site at any work location other
than where the Employee is otherwise based, regardless of the circumstances or the reason for termination, the Company will reimburse
the Employee for his return flight home and any change fees that are incurred by the Employee.



 


		Section 11	Directorships and Other Offices



 


11.1          
The Company may from time to time in its discretion require the Employee to be nominated and appointed as a director or other officer
or manager of the Company or of any of its subsidiary companies, and the Employee agrees to comply with each such request.


 


11.2          
If the Employee is a director or other officer or manager of the Company or of any of its subsidiary companies, the Company is
not obliged to ensure that the Employee remains a director or other officer or manager of the Company or any subsidiary. The removal of
the Employee as a director of the Company by reason of election by the Company’s shareholders, or removal of the Employee as a director
of a subsidiary, or removal from that other office or management position will not amount to a breach of this Agreement or constitute
Good Reason or constitute grounds for termination with Cause.


 


11.3          
If the Employee is at any time not a director of the Company or of any of its subsidiary companies then the Employee shall not
be entitled to and shall not hold himself out as a director and the removal of the term “Director” from the Employee’s
job title will not constitute a breach by the Company of this Agreement.


 






     


    - 12 -


    

 


11.4          
Upon the termination of the Employee’s employment by the Company for any reason (unless the Company in writing requires the
Employee not to do so) the Employee hereby agrees to resign from and vacate each and every office as director of the Company or of any
of its subsidiary companies and every other office or management position which he may hold in the Company or a subsidiary company to
which he may have been appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appoints any
director of the Company or the company secretary of the Company as his agent or attorney to effect each such resignation.


 


11.5          
Notwithstanding the provisions of Section 11.4, the Company may request the Employee to retain his office as a director of the
Company or a subsidiary notwithstanding the termination of his employment, in which case the Employee shall become a non-executive director
of the Company or of its subsidiary companies and shall be entitled to receive compensation as a non-employee director of the Company
or such subsidiary.


 


11.6          
The Employee hereby indemnifies the Company (and their respective officers, managers and employees) in respect of any claims, losses,
costs or expenses whatsoever (including indirect and consequential damages) which may be suffered or incurred by any of them arising out
of or in connection with the Employee refusing for any reason whatsoever to resign from and/or vacate any office as a director or other
position contemplated in Section 11.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiary
company.


 


		Section 12	Confidential Information



 


12.1          
The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and
shall not disclose the same to any person, company or firm, directly or indirectly, during or after his employment by the Company except
as authorized in writing by the Board. “Confidential Information” includes, without limitation, the following types
of information or material, both existing and contemplated, regarding the Company and which is not in the public domain or publicly available:
corporate information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark
and trade name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales,
investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information,
including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information,
including trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects
in which the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data,
organizational structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his
own interests, or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company,
during or after his employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company,
whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property
of the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the
foregoing information to any person, partnership, company or other legal entity or to assist in the disclosure or divulging of any such
information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of Section 12
shall survive the termination of this Agreement.


 


12.2          
The Employee agrees that all documents of any nature pertaining to the activities of the Company, including Confidential Information,
in the Employee’s possession now or at any time during the Employee’s period of employment, are and shall be the property
of the Company and that all such documents and copies of them shall be surrendered to the Company when requested by the Company. The Employee
shall be permitted to retain information that pertains to himself including his contacts.


 






     


    - 13 -


    

 


		Section 13	Non-Solicitation



 


13.1          
The Employee covenants and agrees that during his employment and for a period of twelve (12) months following the date of termination
of his employment, however caused, the Employee will not on his own behalf or on behalf of any person, whether directly or indirectly,
in any capacity whatsoever, alone, through or in connection with any person, employ, engage, offer employment or engagement to or solicit
the employment or engagement of or otherwise entice away an employee or officer of the Company, whether or not such person would commit
any breach of their contract of employment by reason of leaving their service.


 


13.2          
Employee agrees that the restrictions, including the duration, scope and geographic area for each, established under the covenants
contained in this Section 13 are fair, reasonable and necessary in order to protect the legitimate interests of the Company, that
Employee is receiving adequate consideration under this Agreement for such obligations, and that such obligations will not prevent the
Employee from earning a livelihood during the time periods covered by the restrictive covenants.


 


13.3          
In the event Employee has violated any of the covenants contained in this Section 13, the time period covered by the restrictive
covenant shall be tolled during the period in which the violation was occurring.


 


13.4          
The Employee agrees that a breach by him of any of the covenants contained in this Section 13 would result in the Company
suffering damages which could not adequately be compensated by monetary award. Accordingly, the Employee agrees that in the event of any
such breach or threatened breach, in addition to all other remedies available at law or in equity, the Company will be entitled as a matter
of right to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court
of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy,
and without the necessity of posting any bond or other security.


 


13.5          
The Employee further agrees that a breach by him of any of the covenants contained in this Section 13 constitutes Cause to
terminate the Employee’s employment.


 


		Section 14	Representations and Warranties



 


The Employee represents and
warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation
or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment,
written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee’s property
is currently bound.


 


		Section 15	Governing Law



 


This
Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia, without reference to
principles of conflicts of laws. Any action or proceeding brought by a party arising out of or in connection with this Agreement shall
be brought solely in a court of competent jurisdiction located in the Province of British Columbia. To the extent permitted by law, the
parties agree not to contest such exclusive jurisdiction or seek the transfer of any action relating to such dispute to any other jurisdiction.
Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the Province of British Columbia.


 






     


    - 14 -


    

 


		Section 16	Entire Agreement



 


This Agreement constitutes
the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all
prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof.


 


		Section 17	Amendments



 


No amendment to or variation
of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both of the Parties
hereto.


 


		Section 18	Assignment



 


This Agreement is not assignable
by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common
control with the Company. This Agreement shall enure to the benefit of and be binding upon the Company and its successors and permitted
assigns and the Employee and his heirs, executors and administrators.


 


		Section 19	Survival



 


Any provision of this Agreement
which expressly states that it is to continue in effect after termination of this Agreement or the Employee’s employment, or which
by its nature would survive the termination of this Agreement or the Employee’s employment, shall do so, regardless of the manner
or cause of termination.


 


		Section 20	Severability



 


Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition
or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


		Section 21	Headings



 


The division of this Agreement
into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation
of this Agreement.


 


		Section 22	Time of Essence



 


Time shall be of the essence
in all respects of this Agreement.


 






     


    - 15 -


    

 


		Section 23	Notice



 


23.1          
Any notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently
given if delivered personally, by electronic transmission, or if sent by prepaid registered mail to the intended recipient of such notice
at their respective addresses set forth below or to such other address as may, from time to time, be designated by notice given in the
manner provided in this Section:


 


		(a)	in the case of the Company:



 


Ivanhoe Electric Inc.


#606 – 999 Canada
Place


Vancouver, BC Canada
V6C 3E1


Attention: Human Resources


Email: hrservices@ivancorp.com


 


		(b)	in the case of the Employee, at the address set forth on the first page hereof or jneeser@gmail.com.



 


23.2          
Any notice hand-delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is
so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice delivered by registered
mail shall be deemed to have been given and received on the 10th business day following the date of mailing. In the case of facsimile
transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission,
the sender receives a transmission confirmation report or, if the sender’s facsimile machine is not equipped to issue a transmission
confirmation report, the recipient confirms in writing that the notice has been received. In the case of e-mail transmission, notice is
deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the recipient
confirms by e-mail or telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to have been
given to the Employee while on site or traveling to and from a site unless such notice is hand-delivered to the Employee or the Employee
confirms that he has received delivery of the notice by another method.


 


		Section 24	Independent Legal Advice



 


The Employee agrees that he
has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read
this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue
influence from any party.


 


		Section 25	Counterparts



 


This Agreement may be executed
in counterparts and shall become operative when each party has executed and delivered at least one counterpart.


 


Signature page to follow.


 






     


    - 16 -


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.


 


	IVANHOE ELECTRIC INC.	 
	 	 
	/s/ Eric Finlayson	 
	Authorized Signatory	 
	 	 
	 	 
	SIGNED by the Employee in the presence of:	 
	 	 
	/s/ Jordan Neeser	 
	Jordan Neeser	 
	 	 
	/s/ Brendan Zellinsky	 
	Witness