What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-08 compared with 2023-08-14 · 151 added, 86 removed, 394 unchanged (38% of the section changed)

3 unchanged sentences

(Expressed in thousands of U.S.

September 30,

2023 December 31,

31 unchanged sentences

700,000,000 shares authorized;

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

117.5 million shares issued and outstanding as of September 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

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

13 unchanged sentences

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

Share of loss of equity method investees 606 1,550 1,228 1,550

Share of losses of equity method investees 34,216 1,527 35,444 3,077

Other (income) expenses, net 337 ( 181 ) ( 1,500 ) 1,401

Loss before income taxes 83,260 44,020 166,887 115,918

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

Income tax (recovery) expense — ( 167 ) ( 200 ) 1,084

Net loss 83,260 43,853 166,687 117,002

2 unchanged sentences

Net loss 83,260 43,853 166,687 117,002

Other comprehensive loss, net of tax:

Other comprehensive loss (income), net of tax:

Foreign currency translation adjustments ( 154 ) ( 990 ) 1,185 ( 949 )

Other comprehensive loss 1,271 147 1,339 41

Other comprehensive loss (income) ( 154 ) ( 990 ) 1,185 ( 949 )

Comprehensive loss $ 83,106 $ 42,863 $ 167,872 $ 116,053

11 unchanged sentences

dollars, except share amounts)

Six months ended June 30, 2023 and 2022

Nine months ended September 30, 2023

capital Accumulated

6 unchanged sentences

Net loss — — — ( 36,074 ) — ( 2,506 ) ( 38,580 )

Other comprehensive income — — — — 102 4 106

Other comprehensive loss — — — — ( 46 ) ( 22 ) ( 68 )

Issuance of common stock;

earn-in payment 10,281 — 150 — — — 150

Stock options exercised 1,000 — 3 — — — 3

Share-based compensation — — 5,067 — — 65 5,132

Other changes in non-controlling interests — — ( 6 ) — — 4 ( 2 )

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 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

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

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

Net loss — — — ( 77,880 ) — ( 5,380 ) ( 83,260 )

1 unchanged sentence

Issuance of common stock;

earn-in payment 10,281 — 150 — — — 150

strategic investment, net of issuance costs 10,269,604 1 123,670 — — — 123,671

Issuance of common stock;

public offering, net of issuance costs 13,629,629 2 175,540 — — — 175,542

Stock options exercised 156,118 — 389 — — — 389

1 unchanged sentence

Other changes in non-controlling interests — — ( 144 ) — — 41 ( 103 )

Balance at September 30, 2023 117,519,115 $ 12 $ 744,478 $ ( 354,345 ) $ ( 1,944 ) $ 591 $ 388,792

IVANHOE ELECTRIC INC.

Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)

(Expressed in thousands of U.S.

dollars, except share amounts)

Nine months ended September 30, 2022

capital Accumulated

deficit Accumulated

comprehensive

Income (loss) Non-controlling

interest Total

Shares Amount

Balance at January 1, 2022 63,925,334 $ 6 $ 75,743 $ ( 52,314 ) $ ( 1,502 ) $ 5,881 $ 27,814

Net loss — — — ( 15,452 ) — ( 2,222 ) ( 17,674 )

Other comprehensive income — — — — 102 4 106

Share-based compensation — — 882 — — 73 955

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

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

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

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 — — ( 8 ) — — ( 4 ) ( 12 )

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

Net loss — — — ( 40,388 ) — ( 3,465 ) ( 43,853 )

Other comprehensive income — — — — 715 275 990

Share issuance costs — — ( 229 ) — — — ( 229 )

Share based compensation — — 581 — — 141 722

Other changes in non-controlling interests — — — — — — —

Balance at September 30, 2022 92,887,918 $ 9 $ 407,203 $ ( 162,520 ) $ ( 852 ) $ ( 352 ) $ 243,488

IVANHOE ELECTRIC INC.

1 unchanged sentence

(Expressed in thousands of U.S.

Six months ended June 30, 2023 and 2022

Nine months ended September 30, 2023 and 2022

Operating activities

7 unchanged sentences

Interest expense 4,925 1,542

Income taxes ( 200 ) 1,251

Income tax (recovery) expense ( 200 ) 1,084

Loss on revaluation of convertible debt — 18,965

Loss (Gain) on revaluation of investments ( 946 ) 1,443

Share of loss of equity method investees 1,228 1,550

Loss on de-recognition of mineral interest — 5,700

(Gain) Loss on revaluation of investments ( 990 ) 1,272

Share of losses of equity method investees 35,444 3,077

Other ( 400 ) 1,353

7 unchanged sentences

Investing activities

Purchase of mineral interests ( 39,157 ) ( 25,727 )

Purchase of property, plant and equipment and intangible assets ( 557 ) ( 615 )

Purchase of investments subject to significant influence ( 67,948 ) ( 3,601 )

Other — ( 110 )

Purchase of exploration properties ( 45,557 ) ( 33,889 )

Purchase of property, plant and equipment and intangible assets ( 1,142 ) ( 853 )

Net cash used in investing activities ( 114,647 ) ( 38,343 )

7 unchanged sentences

Effect of foreign exchange rate changes on cash and cash equivalents 40 ( 572 )

Decrease in cash and cash equivalents ( 76,051 ) 174,153

Increase in cash and cash equivalents 109,345 128,388

Cash and cash equivalents, beginning of the year 139,660 49,850

16 unchanged sentences

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,.

The Company’s portfolio of electric metals exploration projects include the Santa Cruz Project in Arizona and the Tintic 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 June 30, 2023 (December 31, 2022 — 90.0 %).

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at September 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 June 30, 2023 (December 31, 2022 — 94.3 %).

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at September 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 63.2 % as at June 30, 2023 (December 31, 2022 — 63.3 %).

Ivanhoe Electric had an ownership interest in Cordoba of 62.8 % as at September 30, 2023 (December 31, 2022 — 63.2 %).

• 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 June 30, 2023 (December 31, 2022 — 82.7 %).

Ivanhoe Electric had an ownership interest in Kaizen of 82.5 % as at September 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 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.

Operating results for the nine month period ended September 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 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) .

Of the total cash and cash equivalents at September 30, 2023 and December 31, 2022, $ 13.3 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 September 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 Sama Nickel Corporation (“SNC”) and Go2Lithium Inc.

The Company’s principal investment subject to significant influence is its investment in Ma'aden Ivanhoe Electric Exploration and Development Limited Company ("Ma'aden Joint Venture").

Others include its investments in Sama Resources Inc.

(“Sama”), Sama Nickel Corporation (“SNC”), SRQ Resources Inc.

("SRQ") and Go2Lithium Inc.

("Go2Lithium").

Carried at fair value Equity method

Sama Fjordland SNC Go2Lithium (Note a) Total

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Equity method Carried at fair value

Ma'aden Joint Venture (Note a) SNC Go2Lithium (Note b) Sama SRQ (Note c) Fjordland Total

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

Change in fair value 1,621 — — — 1,621

Investment 66,013 1,935 1,133 — — — 69,081

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

Share of losses ( 33,199 ) ( 1,996 ) ( 249 ) — — — ( 35,444 )

Receipt of shares upon spin-out — — — — 555 — 555

Change in fair value — — — 563 739 — 1,302

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

Foreign currency translation — 22 ( 21 ) — — — 1

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

Balance at September 30, 2023 $ 32,814 $ 851 $ 863 $ 5,362 $ 1,294 $ — $ 41,184

(a) Exploration Joint Venture with Ma'aden:

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 on January 11, 2023.

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

The Ma'aden Transactions included the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore approximately 48,500 km 2 of prospective land (“Ma’aden land”) in Saudi Arabia and a $ 127.1 million strategic investment by Ma'aden in Ivanhoe Electric common stock.

Refer to Note 8 for further information with respect to the Ma’aden investment in Ivanhoe Electric common stock.

In July 2023, Ivanhoe Electric contributed $ 66.0 million in cash into the Ma'aden Joint Venture.

Ma’aden contributed access to Ma’aden land for the purpose of conducting exploration activities as a contribution for its 50 % shareholding in the joint venture.

In addition, Ivanhoe Electric and the Ma'aden Joint Venture entered into a separate Typhoon™ equipment purchase agreement with I-Pulse Inc.

("I-Pulse") under which three Typhoon™ units shall be delivered in 2024 to the Joint Venture for an aggregate contract price of approximately $ 12.0 million.

The exploration phase of the Ma'aden Joint Venture has an initial term of five years that may be extended for up to an additional five years subject to confirmation by both shareholders.

The Shareholder’s Agreement shall terminate at the end of the exploration term if no land area with an economically viable resource has been identified (“Designated Project”).

In the event of termination of the shareholder’s agreement or upon conclusion of the exploration phase, the legal and beneficial title to each Typhoon™ unit shall immediately revert to Ivanhoe Electric and Ma’aden shall be entitled to withdraw the land access rights to the Ma’aden land (except concerning Designated Projects).

The Ma'aden Joint Venture is managed by the Board of Directors of the joint venture with Ivanhoe Electric and Ma’aden each having the right to appoint three directors.

Management has determined that the Ma'aden Joint Venture is subject to joint control and will account for the investment using the equity method of accounting.

The Ma'aden Joint Venture has expensed the value of the land access rights of $ 66.0 million, in accordance with Ivanhoe Electric’s accounting policy for exploration and evaluation costs.

Ivanhoe Electric has recognized its 50 % share of loss in the joint venture.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

(a) Go2Lithium:

(b) 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.

On August 10, 2023, Sama completed a spin-out of its previously wholly owned subsidiary, SRQ.

SRQ holds an exploration stage nickel project in Quebec, Canada.

Upon the completion of the spin-out each shareholder of Sama received an equivalent shareholding in SRQ.

SRQ is publicly listed on the TSX Venture Exchange.

The Company has elected to account for its investment in SRQ at fair value in accordance with its accounting policy for investments subject to significant influence.

At September 30, the Company owned 22.8 % of the issued and outstanding common shares in SRQ.

Exploration properties:

4 unchanged sentences

Foreign currency translation — — ( 1 ) — — ( 1 )

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

Balance at September 30, 2023 $ 166,493 $ 30,663 $ 2,524 $ 15,315 $ 1,300 $ 216,295

(a) Santa Cruz Land Acquisition:

8 unchanged sentences

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

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Convertible debt:

1 unchanged sentence

Interest expense 1,542

Balance at June 30, 2023 $ 26,941

Balance at September 30, 2023 $ 27,460

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.

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.

Directly attributable transaction costs of $ 1.1 million were recorded against the carrying value of the debt and are amortized using the effective interest method at a rate of 9.1 %.

(a) Common stock transactions:

(i) Ma'aden Strategic Investment:

On July 6, 2023 Ivanhoe Electric completed the closing of the Ma'aden transactions which included the issuance of 10.3 million shares of common stock, representing 9.9 % of common shares on completion of the Ma'aden transactions, at a purchase price of $ 12.38 per share for gross proceeds of $ 127.1 million.

Directly attributable issuance costs of $ 3.5 million were incurred in conjunction with the strategic investment were recorded as a reduction in paid in capital.

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 price per share paid in a recent equity financing.

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.

(ii) Public offering:

On September 18, 2023, Ivanhoe Electric completed a public offering and issued 13.6 million shares of common stock at a price of $ 13.50 per share for gross proceeds of $ 184.0 million.

Directly attributable issuance costs of $ 8.5 million were incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

Directly attributable transaction costs of $ 1.1 million were recorded against the carrying value of the debt and are amortized using the effective interest method at a rate of 9.1 %.

(a) Stock-based compensation:

(b) Stock-based compensation:

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

5 unchanged sentences

(i) Stock options:

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

During the nine months ended September 30, 2023, the Company granted stock options to certain executives and senior 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 six months ended June 30, 2023 is presented below.

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

February 1, 2023 Grant date:

March 1, 2023

March 1, 2023 Grant date:

July 1, 2023 Grant date:

August 9, 2023

Exercise price $ 13.23 $ 15.46 $ 13.04 $ 16.03

8 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

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

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

The total fair value of the January 1, 2023 RSU grant was $ 9.1 million.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

from the grant date.

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

The total fair value of the January 1, 2023 RSU grant was $ 9.1 million.

The Company recognized revenue from the following sources:

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

Three Months Ended September 30, Nine Months Ended September 30,

Revenue type 2023 2022 2023 2022

3 unchanged sentences

Total $ 239 $ 1,181 $ 2,232 $ 8,172

(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.

(a) At September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Project 2023 2022 2023 2022

3 unchanged sentences

Hog Heaven, USA 3,512 262 4,566 1,130

Carolina, USA 790 514 1,028 514

Lincoln, USA 1,641 210 2,118 549

White Hill, USA (Note a) 618 — 1,368 —

Carolina, USA 158 501 1,186 1,015

Pinaya, Peru 178 297 828 2,448

Lincoln, USA 182 326 477 339

Generative exploration and other 3,700 4,277 11,284 10,561

18 unchanged sentences

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.

The second installment is secured by a pledge and call option over 20 % of the shares of CMH, that are 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.

9 unchanged sentences

three months ended

June 30, Transactions for the

six months ended

September 30, Transactions for the

nine months ended

September 30,

2023 December 31,

14 unchanged sentences

three months ended

June 30, Transactions for the six

September 30, Transactions for the nine

September 30,

2023 2022 2023 2022

6 unchanged sentences

(“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 June 30, 2023 (December 31, 2022 — 7.1 %).

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

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

ICA provides use of its aircraft to 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 held 19.9 % of Cordoba’s issued and outstanding common stock as at June 30, 2023 (December 31, 2022 - 19.9 %).

(d) JCHX held 19.8 % of Cordoba’s issued and outstanding common stock as at September 30, 2023 (December 31, 2022 - 19.9 %).

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

3 unchanged sentences

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:

June 30, 2023 December 31, 2022

September 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.

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

IVANHOE ELECTRIC INC.

11 unchanged sentences

Segment information for the periods presented is as follows:

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

Three months ended September 30, 2023 Nine months ended September 30, 2023

Processing Energy

4 unchanged sentences

Intersegment revenues — 37 — 37 — 100 — 100

Loss (income) from operations 44,648 746 1,991 47,385 80,807 1,145 4,022 85,974

Loss from operations 44,764 152 2,056 46,972 125,572 1,296 6,078 132,946

Segment Assets 509,887 3,810 19,209 532,906 509,887 3,810 19,209 532,906

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

Three months ended September 30, 2022 Nine months ended September 30, 2022

Processing Energy

11 unchanged sentences

Subsequent event:

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.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

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 .

On October 23, 2023, Ivanhoe Electric entered into a subscription agreement with Ma’aden whereby Ma’aden agreed to purchase 1,513,650 shares of the Company's common stock at a purchase price of $ 13.50 per share in a private placement, for aggregate gross proceeds of approximately $ 20.4 million.

The subscription agreement is as a result of the "top-up right” granted to Ma'aden under the July 6, 2023 Investor Rights Agreement which enables Ma'aden to purchase additional shares of the Company's common stock to maintain its 9.9 % stock ownership position in the event of any issuances.

The sale of the shares closed on October 31, 2023.

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