Exhibit 10.6


 


ASSIGNMENT AND NOVATION AGREEMENT


 


This Assignment and Novation
Agreement, is entered into as of April 30, 2021 (this "Agreement") by and among HIGH POWER EXPLORATION INC.,
a corporation organized under the laws of the State of Delaware ("HPX Delaware"), IVANHOE ELECTRIC INC.,
a corporation organized under the laws of the State of Delaware ("Ivanhoe Electric"), GEO27 S.A.R.L., a corporation
organized under the laws of Luxembourg ("GEO27"), HPX TECHCO INC., a corporation organized under the laws of the
British Virgin Islands ("HPX TechCo"), and I-PULSE INC., a corporation organized under the laws of the State of
Delaware ("I-Pulse") (each, a "Party", and collectively, the "Parties").


 


RECITALS:


 


WHEREAS, HPX Delaware
and I-Pulse are parties to a Technology License Agreement entered into as of March 23, 2012 (the “I-Pulse License Agreement”,
and attached hereto as Schedule A) with respect to certain patent rights and intellectual property rights for the term and in the
territory and the licensed field as contemplated thereunder;


 


WHEREAS, HPX Delaware
and HPX TechCo are parties to a Patent License Agreement entered into as of July 18, 2008 (the “2008 License Agreement”)
with respect to certain patent rights and intellectual property rights for the term and in the territory and the licensed field as contemplated
thereunder, as amended by an Amendment and Novation Agreement entered into as of March 23, 2012 among HPX Delaware, GEO27 and HPX
TechCo (the “Amendment and Novation Agreement”, and together with the 2008 License Agreement, the “Amended
and Novated 2008 License Agreement”, and attached hereto as Schedule B), whereby HPX TechCo assigned its rights, duties
and obligations under the 2008 License Agreement to GEO27 (the “Amended and Novated 2008 License Agreement IP Rights”);


 


WHEREAS, pursuant to
the Amended and Novated 2008 License Agreement, HPX Delaware, as a licensor thereunder, grants to GEO27 a license in respect of the Amended
and Novated 2008 License Agreement IP Rights, which HPX Delaware has obtained as a licensee from I-Pulse pursuant to the I-Pulse License
Agreement;


 


WHEREAS, HPX Delaware
and GEO27 are parties to a Technology License Agreement entered into as of March 23, 2012 (the “GEO27 License Agreement”,
and attached hereto as Schedule C) with respect to certain patent rights and intellectual property rights for the term and in the
territory and the licensed field as contemplated thereunder (the “GEO27 License Agreement IP Rights”);


 


WHEREAS, pursuant to
the GEO27 License Agreement, HPX Delaware, as a licensor thereunder, grants to GEO27 a license in respect of the GEO27 License Agreement
IP Rights, which HPX Delaware has obtained as a licensee from I-Pulse pursuant to the I-Pulse License Agreement;


 






     


     


    

 


WHEREAS, HPX Delaware
wishes to enter into a novation with Ivanhoe Electric to assign its rights, duties and obligations under the Amended and Novated 2008
License Agreement, the I-Pulse License Agreement and the GEO27 License Agreement and Ivanhoe Electric wishes to accept such rights, duties
and obligations;


 


WHEREAS, HPX TechCo wishes
to consent to the novation of HPX Delaware’s rights, duties and obligations under the Amended and Novated 2008 License Agreement;


 


WHEREAS, I-Pulse
wishes to consent to the novation of HPX Delaware’s rights, duties and obligations under the I-Pulse License Agreement;


 


WHEREAS, GEO27 wishes
to consent to the novation of HPX Delaware’s rights, duties and obligations under the Amended and Novated 2008 License Agreement
and the GEO27 License Agreement;


 


WHEREAS, the Parties
wish to enter into and consent to each assignment and novation contemplated by this Agreement, whereby this Agreement and the transactions
contemplated hereby are a part of the consideration for the transfer of certain assets and the contribution of certain securities in exchange
for the issuance of shares of common stock of Ivanhoe Electric pursuant to a contribution agreement between Ivanhoe Electric and HPX Delaware
dated as of the date hereof;


 


NOW, THEREFORE, in consideration
of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, hereby agree as follows:


 


ARTICLE I


 


ASSIGNMENT AND NOVATION OF THE I-PULSE LICENSE
AGREEMENT


 


SECTION 1.01. Assignment and Novation.
HPX Delaware hereby assigns all of its rights, duties and obligations (without prejudice to its duties and obligations thereunder immediately
prior to such assignment) under the I-Pulse License Agreement to Ivanhoe Electric and Ivanhoe Electric hereby accepts such rights, duties
and obligations.


 


SECTION 1.02. Consent. I-Pulse hereby
agrees to, and consents to, the foregoing novation and assignment of the I-Pulse License Agreement to Ivanhoe Electric, and each of HPX
Delaware, I-Pulse and Ivanhoe Electric agree that such assignment shall constitute a novation.


 


ARTICLE II


 


ASSIGNMENT AND NOVATION OF THE AMENDED AND
NOVATED 2008 LICENSE AGREEMENT


 


SECTION 2.01. Assignment and Novation.
HPX Delaware hereby assigns all of its rights, duties and obligations (without prejudice to its duties and obligations thereunder immediately
prior to such assignment) under the Amended and Novated 2008 License Agreement to Ivanhoe Electric and Ivanhoe Electric hereby accepts
such rights, duties and obligations.


 






     


     


    

 


SECTION 2.02. Consent. GEO27 hereby
agrees to, and consents to, the foregoing novation and assignment of the Amended and Novated 2008 License Agreement to Ivanhoe Electric,
and each of HPX Delaware, GEO27 and Ivanhoe Electric agree that such assignment shall constitute a novation.


 


SECTION 2.03. I-Pulse Acknowledgement.
For the avoidance of doubt, I-Pulse hereby acknowledges HPX Delaware’s right to consent to the foregoing novation and assignment
of GEO27’s rights, duties and obligations under the Amended and Novated 2008 License Agreement to Ivanhoe Electric and further agrees
that such assignment shall constitute a novation.


 


SECTION 2.04. HPX TechCo Acknowledgement.
For the avoidance of doubt, HPX TechCo hereby acknowledges GEO27’s right to consent to the foregoing novation and assignment of
GEO27’s rights, duties and obligations under the Amended and Novated 2008 License Agreement to Ivanhoe Electric and further agrees
that such assignment shall constitute a novation.


 


ARTICLE III


 


ASSIGNMENT AND NOVATION OF THE GEO27 LICENSE
AGREEMENT


 


SECTION 3.01. Assignment and Novation.
HPX Delaware hereby assigns all of its rights, duties and obligations (without prejudice to its duties and obligations thereunder immediately
prior to such assignment) under the GEO27 License Agreement to Ivanhoe Electric and Ivanhoe Electric hereby accepts such rights, duties
and obligations.


 


SECTION 3.02. Consent. GEO27 hereby
agrees to, and consents to, the foregoing novation and assignment of the GEO27 License Agreement to Ivanhoe Electric, and each of HPX
Delaware, GEO27 and Ivanhoe Electric agree that such assignment shall constitute a novation.


 


SECTION 3.03. I-Pulse Acknowledgement.
For the avoidance of doubt, I-Pulse hereby acknowledges HPX Delaware’s right to consent to the foregoing novation and assignment
of HPX Delaware’s rights, duties and obligations under the GEO27 License Agreement to Ivanhoe Electric and further agrees that such
assignment shall constitute a novation.


 


ARTICLE IV


 


GENERAL PROVISIONS


 


SECTION 4.01. Further Assurances. Each
party hereto shall execute, deliver, file and record, or cause to be executed, delivered, filed and recorded, such further agreements,
instruments and other documents, and take, or cause to be taken, such further actions, as the other party hereto may reasonably request
as being necessary or advisable to effect or evidence the transactions contemplated by this Agreement.


 






     


     


    

 


SECTION 4.02. Terms and Conditions.
Except as expressly amended by this Agreement, the terms and conditions of the Amended and Novated 2008 License Agreement, the I-Pulse
License Agreement and the GEO27 License Agreement shall remain in full force and effect. In the event of any inconsistency between the
provisions of the Amended and Novated 2008 License Agreement, the I-Pulse License Agreement and the GEO27 License Agreement and this Agreement,
the provisions of this Agreement shall prevail with respect to the specific matter referenced herein.


 


SECTION 4.03. Successors and Assigns.
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns.


 


SECTION 4.04. Severability. Any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions hereof and any
such prohibitions or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 4.05. Governing Law. This Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice
of law or conflict of law provisions or rule that would cause the application of the laws of any jurisdiction other than the State
of Delaware.


 


SECTION 4.06. Entire Agreement; Counterparts.
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any
prior agreements or understandings, whether written or oral, that may have been made or entered into by the parties hereto with respect
to the subject matter hereof. This Agreement may be executed in counterparts, each of which will be deemed to be an original and will
together constitute one and the same instrument.


 


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Next page is the signature page.]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties have caused the
execution and delivery of this Agreement as of the date first written above.


 


	 	HIGH
    POWER EXPLORATION INC.
	 	 
	 	By:	/s/ Eric Finlayson
	 	 	Name:	Eric Finlayson
	 	 	Title:	President




 





	 	IVANHOE
    ELECTRIC INC.
	 	 
	 	By:	/s/ Eric Finlayson
	 	 	Name:	Eric Finlayson
	 	 	Title:	President


 


	 	GEO27
    S.A.R.L.
	 	 
	 	By:	/s/
    Dominique Plizenat
	 	 	Name:	Dominique Plizenat
	 	 	Title:	Manager
    Class A








 





	 	HPX
    TECHCO INC.
	 	 
	 	By:	/s/ Eric Finlayson
	 	 	Name:	Eric Finlayson
	 	 	Title:	President


 





	 	I-PULSE
    INC.
	 	 
	 	By:	/s/
    Laurent Frescaline
	 	 	Name:	Laurent Frescaline
	 	 	Title:	CEO


 


[Signature Page to Assignment and Novation Agreement]


 






     


     


    

 


Schedule A


I-Pulse License
Agreement


 


Please see attached.


 






    A - 1 


     


    

 


Schedule B


Amended and Novated
2008 License Agreement


 


Please see attached.


 






    B - 1 


     


    

 


Schedule C


GEO27 License
Agreement


 


Please see attached.


 






    C - 1