Exhibit 4.5


 


FIRST AMENDMENT TO


IVANHOE ELECTRIC, INC.


STOCKHOLDERS AGREEMENT


 


THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
(this “Amendment”) is entered into as of June 28, 2021, by and among IVANHOE ELECTRIC INC., a Delaware corporation
(the “Corporation”), I-PULSE, INC., a Delaware corporation (“I-Pulse”), and each of the
undersigned Investors. The Corporation, I-Pulse, and the Investors party hereto are sometimes referred to collectively herein as
the “Parties” and individually as a “Party”.


 


RECITALS


 


WHEREAS, I-Pulse intends to effect a corporate
spin-out of up to 50% of I-Pulse’s ownership interests in the Corporation, whereby (a) the holders of all outstanding shares
of capital stock of I-Pulse receive a pro-rata in-kind dividend or distribution of shares of the Corporation’s capital stock and
(b) immediately after giving effect thereto, I-Pulse continues to be an owner of Corporation Securities (a “Partial
I-Pulse Spin-Out”); and


 


WHEREAS, the Parties wish to amend certain provisions
of the Stockholders Agreement, to clarify that the Partial I-Pulse Spin-Out will be treated in the same manner as an “I-Pulse Spin-
Out” for purposes of such provisions.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual promises and covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby
covenant and agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1            Definitions.
Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings assigned to such terms in the
Stockholders Agreement.


 


ARTICLE II


AMENDMENT
OF STOCKHOLDERS AGREEMENT


 


2.1           
Amendments to Article I.


 


(a)            The
Agreement is hereby amended by inserting the following definition into Article I (in alphabetical order):


 


“ “Partial I-Pulse
Spin-Out” means a corporate spin-out of up to 50% of I-Pulse’s ownership interests in the Corporation, whereby
(a) the holders of all outstanding shares of capital stock of I-Pulse receive a pro-rata in-kind dividend or distribution of
shares of the Corporation’s capital stock and (b) immediately after giving effect thereto, I-Pulse continues to be
an owner of Corporation Securities.”


 






    	 		 



     


    

 


 


(b)            Article I
of the Agreement is hereby amended by amending the last sentence of the definition of “Sale of the Corporation” to read in
its entirety as follows:


 


“For the avoidance of doubt, neither an I-Pulse Spin-Out
nor a Partial I- Pulse Spin-Out shall be deemed to constitute a Sale of the Corporation.”


 


(c)            Article I
of the Agreement is hereby amended by amending clause (b) of the definition of “Transfer” to read in its entirety as
follows:


 


“(b) any dividend or distribution of Corporation
Securities as part of the I-Pulse Spin-Out or a Partial I-Pulse Spin-Out.”


 


2.2           
Amendment to Section 7.1. Section 7.1 of the Agreement is hereby amended by amending clause (i) of the last
sentence thereof to read in its entirety as follows:


 


“(i) neither an I-Pulse Spin-Out nor a Partial
I-Pulse Spin-Out shall be subject to the provisions of this Section 7.1 and”.


 


ARTICLE III


MISCELLANEOUS


 


3.1            Ratification;
Effective Date. Except as expressly modified pursuant to this Amendment, the Stockholders Agreement shall remain in full force and
effect and is hereby ratified and confirmed in all respects. This Amendment shall be effective as of the first date (the “Effective
Date”) as of which it shall have been executed and delivered by: (a) Investor Parties holding a majority of the Common
Stock held by all Investor Parties as of the Effective Date, (b) the Corporation and (c) I-Pulse.


 


3.2            Interpretation.
The term “Agreement” as used in the Stockholders Agreement shall be deemed to refer to the Stockholders Agreement as amended
hereby.


 


3.3            Successors
and Assigns. This Amendment shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors,
assigns, heirs, executors and administrators.


 


3.4            Governing
Law. This Amendment shall be deemed to be a contract governed by the laws of the State of Delaware and shall for all purposes (whether
in contract or in tort) be construed in accordance with the laws of such state, without reference to the conflicts of laws provisions
thereof.


 


3.5            Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument. Counterparts may be delivered in original, faxed or electronically scanned
form and the Parties adopt any signature received by a receiving fax machine or computer as the original signature of the
transmitting Party.


 






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3.6            Headings.
All headings set forth in this Amendment are intended for convenience only and shall not control or affect the meaning, construction or
effect of this Amendment or of any of the provisions hereof.


 


3.7            Severability.
The invalidity or unenforceability of any particular provision, or portion thereof, of this Amendment shall not affect the other provisions
hereof, and this Amendment shall be construed in all respects as if such invalid or unenforceable provision, or portion thereof, were
omitted.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF, the Parties have executed and
delivered this Amendment as of the date first written above.


 


	 	IVANHOE ELECTRIC INC.
	 	 
	 	By:	/s/ Sam Kenny
	 	Name:	Sam Kenny
	 	Title:	Secretary
	 	 	 
	 	I-PULSE INC.
	 	 
	 	By:	/s/ Laurent Frescaline
	 	Name:	Laurent Frescaline
	 	Title:	CEO
	 	 	 
	 	IVANHOE INDUSTRIES, LLC
	 	 
	 	By:	/s/ Laurent Frescaline
	 	Name:	Laurent Frescaline
	 	Title:	Director
	 	 	 
	 	POINT PIPER, LLC
	 	 
	 	By:	/s/ Sam Kenny
	 	Name:	Sam Kenny
	 	Title:	Secretary


 


(Signature Page to First Amendment to
Stockholders Agreement)


 






    	 		 



     


    

 


	 	CENTURY VISION HOLDINGS LIMITED
	 	 
	 	By:	/s/ LAU Kenneth
	 	Name:	LAU Kenneth
	 	Title:	Director


 


	 	IRIDIUM OPPORTUNITY FUND A LP
	 	 	 
	 	By:	/s/ LEE WANG KWONG
	 	Name:	LEE WANG KWONG
	 	Title:	DIRECTOR



 


(Signature Page to First Amendment to Stockholders
Agreement)