What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 147 added, 84 removed, 333 unchanged (41% of the section changed)

13 unchanged sentences

Other investments 1,871 2,220

Exploration mineral interests 88,520 86,758

Exploration properties 209,890 86,758

Property, plant and equipment 3,987 3,934

5 unchanged sentences

Accounts payable and accrued liabilities $ 23,846 $ 13,943

Note payable 35,081 —

Lease liabilities, current 768 706

2 unchanged sentences

Non-current liabilities:

Deferred income taxes 3,878 3,888

Note payable 48,325 —

Convertible debt 26,941 25,918

Deferred income taxes 4,259 3,888

Due to related party — 10,010

4 unchanged sentences

Common stock, par value $ 0.0001 ;

700.0 million shares authorized;

93.0 million shares issued and outstanding as of March 31, 2023 (December 31, 2022 - 700.0 million shares authorized;

700,000,000 shares authorized;

93.5 million shares issued and outstanding as of June 30, 2023 (December 31, 2022 - 700,000,000 authorized;

93.0 million issued and outstanding)

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Revenue $ 1,314 $ 229 $ 1,993 $ 6,991

8 unchanged sentences

Other expenses (income):

Interest (income) expense, net ( 32 ) 762

Interest expense, net 713 523 681 1,035

Foreign exchange (gain) loss ( 1,312 ) 242 ( 1,473 ) 431

Loss (gain) on revaluation of investments 375 ( 4,659 )

(Gain) loss on revaluation of investments ( 1,321 ) 6,102 ( 946 ) 1,443

Loss on revaluation of convertible debt — 16,083 — 18,965

2 unchanged sentences

Loss before income taxes 44,975 55,545 83,627 71,898

Income taxes ( 72 ) 1,321

Income tax expense (recovery) ( 128 ) ( 70 ) ( 200 ) 1,251

Net loss 44,847 55,475 83,427 73,149

2 unchanged sentences

Net loss 44,847 55,475 83,427 73,149

Other comprehensive loss (income), net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustments 1,271 147 1,339 41

Other comprehensive loss (income) 68 ( 106 )

Other comprehensive loss 1,271 147 1,339 41

Comprehensive loss $ 46,118 $ 55,622 $ 84,766 $ 73,190

11 unchanged sentences

dollars, except share amounts)

Three months ended March 31, 2023 and 2022

Six months ended June 30, 2023 and 2022

capital Accumulated

9 unchanged sentences

Balance at March 31, 2022 63,925,334 $ 6 $ 76,625 $ ( 67,766 ) $ ( 1,400 ) $ 3,736 $ 11,201

Net loss — — — ( 54,366 ) — ( 1,109 ) ( 55,475 )

Other comprehensive income (loss) — — — — ( 167 ) 20 ( 147 )

Issuance of common stock, net of issuance costs 14,388,000 2 158,200 — — — 158,202

Issuance of common stock upon conversion of debt 13,628,958 1 160,139 — — — 160,140

Issuance of common stock upon settlement of liability 945,626 — 11,111 — — — 11,111

Share based compensation — — 784 — — 54 838

Other changes in non-controlling interests — — ( 8 ) — — ( 4 ) ( 12 )

Balance at June 30, 2022 92,887,918 $ 9 $ 406,851 $ ( 122,132 ) $ ( 1,567 ) $ 2,697 $ 285,858

Balance at January 1, 2023 92,960,584 $ 9 $ 409,683 $ ( 202,128 ) $ ( 1,189 ) $ ( 3,928 ) $ 202,447

7 unchanged sentences

Balance at March 31, 2023 92,971,865 $ 9 $ 414,897 $ ( 238,202 ) $ ( 1,235 ) $ ( 6,387 ) $ 169,082

Net loss — — — ( 38,263 ) — ( 6,584 ) ( 44,847 )

Other comprehensive loss — — — — ( 823 ) ( 448 ) ( 1,271 )

Stock options exercised 479,909 — 1,194 — — — 1,194

Share-based compensation — — 5,365 — — 66 5,431

Settlement of deferred share units 11,990 — — — — — —

Non-controlling interests investment in subsidiary — — 17,979 — — 19,174 37,153

Other changes in non-controlling interests — — 7 — — ( 1 ) 6

Balance at June 30, 2023 93,463,764 $ 9 $ 439,442 $ ( 276,465 ) $ ( 2,058 ) $ 5,820 $ 166,748

IVANHOE ELECTRIC INC.

1 unchanged sentence

(Expressed in thousands of U.S.

Three months ended March 31, 2023 and 2022

Six months ended June 30, 2023 and 2022

Operating activities

23 unchanged sentences

Purchase of investments subject to significant influence ( 1,158 ) ( 1,962 )

Other — ( 110 )

Net cash used in investing activities ( 40,872 ) ( 28,414 )

Financing activities

Net proceeds from issuance of common stock — 160,576

Proceeds from convertible notes — 86,200

Non-controlling interests investment in subsidiary 29,454 —

Proceeds from exercise of stock options 1,197 —

Other — ( 12 )

Net cash provided by financing activities 30,651 246,764

6 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

Issuance of common stock;

earn-in payment $ 150 $ —

Note payable issued as consideration for land purchase $ 82,590 $ —

Non-controlling interests investment in subsidiary 10,546

Settlement of loan upon issuance of shares of subsidiary ( 10,546 ) —

Issuance of common stock upon conversion of debt — 160,140

Issuance of common stock upon settlement of liability — 11,111

IVANHOE ELECTRIC INC.

4 unchanged sentences

Ivanhoe Electric Inc.

(“Ivanhoe Electric” or “the Company”) was incorporated in the State of Delaware, USA, on July 14, 2020.

Ivanhoe Electric is a mineral project exploration and development company with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification, in particular, copper, nickel, cobalt, vanadium, gold, silver, and the platinum group metals.

The Company’s current mineral projects are located predominantly in the United States.

(“Ivanhoe Electric” or “the Company”) is a US domiciled company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in the United States.

The Company’s mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver.

The Company’s portfolio of electric metals exploration projects include the Santa Cruz Copper Project in Arizona and the Tintic Copper-Gold Project in Utah, as well as other exploration projects in the United States,.

In addition to mineral projects in the United States, the Company also holds direct and indirect ownership interests, and in some cases controlling financial interests, in other non-U.S.

3 unchanged sentences

(“VRB”), develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at March 31, 2023 (December 31, 2022 — 90.0 %).

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at June 30, 2023 (December 31, 2022 — 90.0 %).

• Computational Geosciences Inc.

(“CGI”), provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries.

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at March 31, 2023 (December 31, 2022 — 94.3 %).

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at June 30, 2023 (December 31, 2022 — 94.3 %).

• Cordoba Minerals Corp.

(“Cordoba”) holds the San Matias copper-gold-silver project in northern Colombia.

Ivanhoe Electric had an ownership interest in Cordoba of 63.3 % as at March 31, 2023 (December 31, 2022 — 63.3 %).

Ivanhoe Electric had an ownership interest in Cordoba of 63.2 % as at June 30, 2023 (December 31, 2022 — 63.3 %).

• Kaizen Discovery Inc.

(“Kaizen”) holds the Pinaya copper-gold exploration project in Peru.

Ivanhoe Electric had an ownership interest in Kaizen of 82.5 % as at March 31, 2023 (December 31, 2022 — 82.7 %).

Ivanhoe Electric had an ownership interest in Kaizen of 82.5 % as at June 30, 2023 (December 31, 2022 — 82.7 %).

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States.

1 unchanged sentence

The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported.

Operating results for the three month period ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Operating results for the six month period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Reverse stock split:

26 unchanged sentences

Cash and cash equivalents:

Of the total cash and cash equivalents at March 31, 2023 and December 31, 2022, $ 10.2 million and $ 20.7 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.

At March 31, 2023, the Company does no t have any cash equivalents in the form of redeemable short-term investments (December 31, 2022 - $ 2.3 million) .

Of the total cash and cash equivalents at June 30, 2023 and December 31, 2022, $ 13.1 million and $ 20.7 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.

At June 30, 2023, the Company does no t have any cash equivalents in the form of redeemable short-term investments (December 31, 2022 - $ 2.3 million) .

Investments subject to significant influence:

The Company’s principal investment subject to significant influence is Sama Resources Inc.

Others include its investments in Fjordland Exploration Inc.

(“Fjordland”) and Sama Nickel Corporation (“SNC”).

Others include its investments in Sama Nickel Corporation (“SNC”) and Go2Lithium Inc.

("Go2Lithium").

Carried at fair value Equity method

Sama Fjordland SNC Total

Sama Fjordland SNC Go2Lithium (Note a) Total

Balance at December 31, 2022 $ 4,799 $ 309 $ 890 — 5,998

2 unchanged sentences

Share of loss — — ( 1,228 ) — ( 1,228 )

Reclassification to other investments — ( 309 ) — — ( 309 )

Foreign currency translation — — 9 — 9

Balance at March 31, 2023 $ 4,988 $ 309 $ 821 $ 6,118

Balance at June 30, 2023 $ 6,420 $ — $ 829 $ 1,133 $ 8,382

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

Exploration mineral interests:

Cruz Tintic Pinaya San

(a) Go2Lithium:

On April 6, 2023, CGI and Clean TeQ Water Limited, entered into a shareholders agreement whereby both parties became founding and equal 50 % shareholders in Go2Lithium.

Go2Lithium was formed for the purpose of financing, acquiring and/or joint venturing a portfolio of technologies to produce battery grade lithium salts from aqueous sources and to build extraction plants based on proprietary continuous ion-exchange direct lithium extraction technology.

Exploration properties:

Cruz (Note a) Tintic Pinaya San

Matias Other Total

2 unchanged sentences

Foreign currency translation — — ( 6 ) — — ( 6 )

Balance at March 31, 2023 $ 40,880 $ 28,901 $ 2,524 $ 15,315 $ 900 $ 88,520

Balance at June 30, 2023 $ 160,243 $ 30,663 $ 2,519 $ 15,315 $ 1,150 $ 209,890

(a) Santa Cruz Land Acquisition:

On May 10, 2023, Ivanhoe Electric signed a binding purchase and sale agreement (“PSA”) for the acquisition of land at its Santa Cruz Project in Arizona.

The acquisition closed on May 23, 2023 and totals 5,975 acres of surface title and associated water rights.

The total purchase price was $ 116.9 million, of which the Company has paid a total of $ 34.3 million to the seller as of closing, which included $ 5.1 million of previously paid deposits.

The Company has also issued a secured promissory note to the seller in the amount of $ 82.6 million.

The promissory note includes an annual interest rate of prime plus 1 % and is to be paid in installments, as follows:

• $ 34.3 million, plus accrued interest, payable on or before November 23, 2023;

• four equal principal payments of $ 12.1 million on the first, second, third and fourth anniversaries of the November 23, 2023 payment, plus applicable accrued interest.

The Company reports land and water rights associated with its exploration projects in exploration properties.

Directly attributable acquisition costs of $ 2.2 million were capitalized on acquisition.

Convertible debt:

1 unchanged sentence

Interest expense 1,023

Balance at March 31, 2023 $ 26,427

Balance at June 30, 2023 $ 26,941

On July 8, 2021, VRB issued a convertible bond for gross proceeds of $ 24.0 million.

4 unchanged sentences

If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Unaudited - Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

The Company has accounted for the convertible bond, including its embedded features, as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.

1 unchanged sentence

(a) Stock-based compensation:

Stock-based payment compensation was allocated to operations as follows:

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

General and administrative expenses $ 4,759 $ 403 $ 8,958 $ 950

Exploration expenses 667 369 1,595 737

Research and development expenses 5 — 5 —

Cost of sales — 66 5 106

$ 5,431 $ 838 $ 10,563 $ 1,793

(i) Stock options:

During the three months ended March 31, 2023, the Company granted stock options to certain new management of the Company.

During the six months ended June 30, 2023, the Company granted stock options to certain new management of the Company.

The options have a seven-year term and comprise three equal tranches vesting in one-third annual increments beginning one year from the grant date.

4 unchanged sentences

The risk-free interest rate is based on Federal Reserve rates in effect for bonds with maturity dates equal to the expected term of the option.

Information related to stock options granted during the three months ended March 31, 2023 is presented below.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Unaudited - Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Information related to stock options granted during the six months ended June 30, 2023 is presented below.

February 1, 2023 Grant date:

10 unchanged sentences

On January 1, 2023, Ivanhoe Electric granted 750,000 stock-settled RSUs to a new executive of the Company.

The RSUs comprise five equal tranches vesting in one-fifth annual increments beginning one year from the grant date.

The RSUs comprise five equal tranches vesting in one-fifth annual increments beginning one year

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Unaudited - Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

from the grant date.

The fair value of the stock-settled RSUs is amortized over the vesting period.

1 unchanged sentence

The Company recognized revenue from the following sources:

Three months ended

Three Months Ended June 30, Six Months Ended June 30,

Revenue type 2023 2022 2023 2022

3 unchanged sentences

Total $ 1,314 $ 229 $ 1,993 $ 6,991

(a) At March 31, 2023, the Company had a contract liability of $ 3.6 million (December 31, 2022 — $ 2.8 million) relating to the sale of renewable energy storage systems.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Unaudited - Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

(a) At June 30, 2023, the Company had a contract liability of $ 2.8 million (December 31, 2022 — $ 2.8 million) relating to the sale of renewable energy storage systems.

Exploration expense:

Three months ended

Three Months Ended June 30, Six Months Ended June 30,

Project 2023 2022 2023 2022

3 unchanged sentences

Hog Heaven, USA 416 308 1,054 868

White Hill, USA (Note a) 491 —

Lincoln, USA 295 13

Carolina, USA 790 514 1,028 514

White Hill, USA (Note a) 259 — 750 —

Pinaya, Peru 493 1,465 650 2,151

Lincoln, USA 182 326 477 339

Generative exploration and other 3,305 2,683 7,584 6,284

3 unchanged sentences

(“Exiro”) which gives the Company the right to earn an 80 % interest in the White Hill Project located in the Gillis Range, Mineral County, Nevada, by incurring $ 10.0 million of expenditures and making payments to Exiro totaling $ 5.0 million ($ 3.6 million in cash and $ 1.4 million in our common stock) within six years of signing the agreement.

Non-controlling interests investment in subsidiary:

On May 8, 2023, Cordoba closed the $ 100 million strategic arrangement with JCHX Mining Management Co., Ltd (“JCHX") to advance the Alacran Project in Colombia.

Upon closing, JCHX received a 50 % ownership interest in CMH Colombia S.A.S.

(“CMH”), a Colombian company that owns 100 % of the Alacran Project and is the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.

For its 50 % interest, JCHX will pay the $ 100 million purchase price in three installments.

As of the closing of the transaction, $ 40 million has been received as a first installment and partial payment for shares issued.

A second installment of $ 40 million is receivable in cash upon the board of directors of Cordoba approving the Feasibility Study of the Alacran Project and the filing of the Environmental Impact Assessment (“EIA”) to the relevant Colombian Government authority, but in no event shall such second installment be paid later than the second anniversary of the closing of the transaction.

A third and final installment of $ 20 million is receivable in cash upon the approval of the

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Unaudited - Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

EIA, which must be within two years of the transaction’s closing date.

Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment.

As partial consideration for the first installment, the outstanding balance of principal and interest (totaling $ 10.5 million) owing under Cordoba’s bridge loan to JCHX was applied as a payment in kind and the bridge loan was extinguished.

The second installment is secured by a pledge and call option over 20 % of the shares of CMH held by JCHX.

In the event JCHX pays the second installment but does not pay the third installment, JCHX’s and Cordoba’s ownership of CMH shares will be adjusted to 40 % and 60 %, respectively.

The Company currently retains control over the relevant activities of CMH therefore continues to consolidate the entity.

The Company measures its non-controlling interest and loss attributable to non-controlling shareholders on the basis of a hypothetical liquidation at book value.

Upon closing, the Company recorded the difference between the consideration received and the carrying value of the interest given up of $ 18.0 million in additional paid in capital.

CMH’s loss is attributable to Ivanhoe Electric’s shareholders in the Company’s basic and diluted loss per share based on the extent to which the parties are eligible to participate in dividends, if any, during the period.

Related party transactions:

4 unchanged sentences

three months ended

June 30, Transactions for the

six months ended

2023 December 31,

14 unchanged sentences

three months ended

June 30, Transactions for the six

2023 2022 2023 2022

Expense classification

2 unchanged sentences

Research and development expenses 658 — 1,308 —

6,305 3,595 12,028 6,582

(a) Global Mining Management Corp.

(“Global Mining”) is a private company based in Vancouver, Canada, that provides administration, accounting, and other office services to the Company on a cost-recovery basis.

The Company held 7.1 % of Global Mining’s outstanding common shares at March 31, 2023 (December 31, 2022 — 7.1 %).

The Company held 7.1 % of Global Mining’s outstanding common shares at June 30, 2023 (December 31, 2022 — 7.1 %).

(b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Executive Chairman.

1 unchanged sentence

(“I-Pulse”) is a significant shareholder of the Company.

(“I-Pulse”) is a shareholder of the Company.

On October 24, 2022 the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters to be delivered in stages over approximately three years .

4 unchanged sentences

The remaining payments will be made as each Typhoon™ transmitter system is delivered.

(d) JCHX Mining Management Co., Ltd (“JCHX") held 19.9 % of Cordoba’s issued and outstanding common stock as at March 31, 2023 (December 31, 2022 - 19.9 %).

In December 2022, JCHX advanced a bridge loan of US$ 10 million to Cordoba.

The bridge loan is for an 18-month term and bears interest at 12 % per annum during the first 12 months of the term and 14 % per annum during the remaining six months.

(d) JCHX held 19.9 % of Cordoba’s issued and outstanding common stock as at June 30, 2023 (December 31, 2022 - 19.9 %).

In December 2022, JCHX advanced a bridge loan of $ 10 million to Cordoba.

The bridge loan was for an 18-month term and bore interest at 12 % per annum during the first 12 months of the term and 14 % per annum during the remaining six months.

Upon closing the project financing transaction described in Note 11 all of the principal and interest outstanding on the bridge loan was applied towards that transaction’s first installment as a payment in kind.

In the event the bridge loan was not repaid, JCHX had the option to receive payment in kind equal to 20 % of the total issued shares of CMH Colombia S.A.S.

(“CMH”), a Colombian subsidiary of Cordoba.

Fair value measurement:

The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the combined balance sheets:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

5 unchanged sentences

Total financial liabilities $ — $ — $ — $ — $ — $ —

There were no movements in level three instruments for the six months ended June 30, 2023.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

There were no movements in level three instruments for the three months ended March 31, 2023.

Segment reporting:

7 unchanged sentences

Segment information for the periods presented is as follows:

Three months ended March 31, 2023

Three months ended June 30, 2023 Six months ended June 30, 2023

Processing Energy

Storage Total Critical

Processing Energy

Storage Total

3 unchanged sentences

Segment Assets 293,234 4,253 12,274 309,761 293,234 4,253 12,274 309,761

Three months ended March 31, 2022

Three months ended June 30, 2022 Six months ended June 30, 2022

Processing Energy

Storage Total Critical

Processing Energy

Storage Total

7 unchanged sentences

Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations.

Subsequent events:

(a) On May 8, 2023, Cordoba announced that Cordoba and JCHX had satisfied all necessary conditions to close the $ 100 million strategic arrangement for the joint development of the Alacran Project in Colombia.

As a result of the closing, JCHX has funded the initial installment of $ 40 million towards its 50 % ownership interest in CMH, which owns 100 % of the Alacran Project and is the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.

For its 50 % interest, JCHX will pay the $ 100 million purchase price in three installments.

The first payment of $ 40 million was made by JCHX at closing.

A second installment of $ 40 million is payable in cash upon the board of

Subsequent event:

On May 15, 2023, Ivanhoe Electric signed a Common Stock Subscription Agreement (the “Subscription Agreement”) with Saudi Arabian Mining Company Ma’aden (“Ma’aden”) pursuant to the Heads of Terms entered into on January 11, 2023.

On July 6, 2023, the Company completed the closing of the transactions contemplated by the Subscription Agreement (the “Ma’aden Transactions”) and entered into an Investor Rights Agreement, a Shareholders’ Agreement and the other instruments contemplated thereby.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

directors of Cordoba approving the Feasibility Study of the Alacran Project, and the filing of the Environmental Impact Assessment (“EIA”) to the relevant Colombian Government authority, but in no event shall such second installment be paid later than the second anniversary of the closing of the transaction.

A third and final installment of $ 20 million is payable in cash once the approval of the EIA is obtained, which must be within two years of the transaction’s closing date.

Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment, which will result in JCHX being diluted to 40 % and Cordoba increasing to a majority 60 % shareholding in CMH.

In December 2022, JCHX advanced a bridge loan of $ 10 million to Cordoba.

Upon closing of the transaction, the entire balance owing under the bridge loan and accrued interest was applied towards the first installment as a payment in kind.

(b) On May 10, 2023, Ivanhoe Electric signed a binding purchase and sale agreement (“PSA”) for the acquisition of surface land at its Santa Cruz Project in Arizona.

The acquisition totals 6,205 acres of surface title and associated water rights.

Under the terms of the PSA, Ivanhoe Electric will acquire the land for a total purchase price of $ 120.5 million to be paid in installments, as follows:

• $ 5.0 million deposit, paid May 11, 2023, becomes non-refundable upon successful completion of due diligence;

• $ 34.3 million payable at the time of closing, expected in May 2023, inclusive of the $ 5.0 million deposit;

• $ 34.3 million, plus accrued interest, payable on or before six months following the date of closing;

• Four equal principal payments of $ 13.0 million on the first, second, third and fourth anniversaries of the Second Closing Payment, plus applicable accrued interest.

Interest on future payments will accrue at a rate of Prime plus 1 %.

(c) On May 15, 2023, Ivanhoe Electric signed a definitive agreement with Saudi Arabian Mining Company Ma’aden (“Ma’aden”) which finalized the terms of the transactions previously announced on January 11, 2023.

The transactions include the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore approximately 48,500 km2 of prospective land in Saudi Arabia and a $ 126.5 million strategic investment by Ma'aden in Ivanhoe Electric common stock.

The Company expects to issue approximately 10.2 million common shares to Ma’aden, representing 9.9 % of common shares outstanding, at a purchase price of $ 12.38 per share.

Of the $ 126.5 million total proceeds from the private placement, $ 66 million will go to the joint venture to fund exploration activities, including the purchase of three new Typhoon TM machines.

The remaining $ 60 million will be retained by Ivanhoe Electric to advance our portfolio of US mineral projects, and for working capital and general corporate purposes.

At closing, Ivanhoe Electric will grant Ma’aden a top-up right allowing Ma’aden to maintain its 9.9 % ownership, and Ma’aden will agree to a five-year standstill limiting its shareholding to a maximum of 19.9 %, subject to certain exceptions.

Ma’aden will have the right to appoint a nominee to the Ivanhoe Electric board of directors .

The Ma'aden Transactions include the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore approximately 48,500 km2 of prospective land in Saudi Arabia and a $ 127.1 million strategic investment by Ma'aden in Ivanhoe Electric common stock.

In connection with the Ma'aden Transactions, the Company issued 10.3 million common shares to Ma’aden, representing 9.9 % of common shares on completion of the Ma'aden transactions, at a purchase price of $ 12.38 per share.

Of the $ 127.1 million total proceeds from the private placement, $ 66 million has been contributed to the joint venture to fund exploration activities, including the purchase of three new Typhoon TM machines.

The remaining $ 61.1 million has been retained by Ivanhoe Electric to advance our portfolio of US mineral projects, and for working capital and general corporate purposes.

At the closing of the Ma'aden Transactions, Ivanhoe Electric granted Ma’aden a top-up right allowing Ma’aden to maintain its 9.9 % ownership for up to eight years through the purchase of additional shares at a market-based price.

Ma’aden has agreed to a five-year standstill limiting its shareholding to a maximum of 19.9 %, subject to certain exceptions.

Ma’aden was granted the right to appoint a nominee to the Ivanhoe Electric board of directors .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements