What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-08 compared with 2023-11-08 · 145 added, 261 removed, 284 unchanged (59% of the section changed)

3 unchanged sentences

(Expressed in thousands of U.S.

September 30,

2024 December 31,

8 unchanged sentences

Other investments 2,235 2,989

Exploration properties 216,295 86,758

Exploration mineral interests 216,824 216,290

Property, plant and equipment 7,823 6,645

Intangible assets 171 1,249

Other non-current assets 5,698 5,686

3 unchanged sentences

Accounts payable and accrued liabilities $ 22,294 $ 19,948

Note payable 37,044 —

Note payable, current 13,817 12,672

Due to related party — 4,000

Lease liabilities, current 623 699

5 unchanged sentences

Deferred income taxes 4,821 4,845

Due to related party — 10,010

Lease liabilities, net of current portion 1,581 1,199

4 unchanged sentences

700,000,000 shares authorized;

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

120.3 million shares issued and outstanding as of March 31, 2024 (December 31, 2023 - 700,000,000 authorized;

120.0 million issued and outstanding)

11 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Revenue $ 360 $ 679

8 unchanged sentences

Other expenses (income):

Interest expense, net 1,717 164 2,398 1,199

Foreign exchange (gain) loss 62 972 ( 1,411 ) 1,403

(Gain) loss on revaluation of investments ( 44 ) ( 171 ) ( 990 ) 1,272

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

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

Interest income, net ( 35 ) ( 32 )

Foreign exchange gain ( 5 ) ( 161 )

Loss on revaluation of investments 271 375

Share of loss of equity method investees 3,012 622

Other income, net ( 3 ) ( 741 )

Loss before income taxes 60,121 38,652

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

Income tax recovery ( 26 ) ( 72 )

Net loss 60,095 38,580

2 unchanged sentences

Net loss 60,095 38,580

Other comprehensive loss (income), net of tax:

Other comprehensive loss , net of tax:

Foreign currency translation adjustments 392 68

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

Other comprehensive loss 392 68

Comprehensive loss $ 60,487 $ 38,648

11 unchanged sentences

dollars, except share amounts)

Nine months ended September 30, 2023

Three months ended March 31, 2024 and 2023

capital Accumulated

6 unchanged sentences

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

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

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

Issuance of common stock;

4 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

Balance at January 1, 2024 120,025,264 $ 12 $ 777,816 $ ( 401,504 ) $ ( 2,073 ) $ 2,030 $ 376,281

Net loss — — — ( 55,511 ) — ( 4,584 ) ( 60,095 )

1 unchanged sentence

Issuance of common stock;

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

Kaizen arrangement 116,413 — 952 — — — 952

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

earn-in payment 12,765 — 95 — — — 95

Settlement of restricted share units 150,000 — — — — — —

Settlement of deferred share units 1,972 — — — — — —

Share-based compensation — — 3,315 — — 30 3,345

Non-controlling interests investment in subsidiary — — 9,372 — — 20,628 30,000

Other changes in non-controlling interests — — ( 726 ) — — 272 ( 454 )

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, 2024 120,306,414 $ 12 $ 790,824 $ ( 457,015 ) $ ( 2,323 ) $ 18,234 $ 349,732

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

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.

Nine months ended September 30, 2023 and 2022

Three months ended March 31, 2024 and 2023

Operating activities

5 unchanged sentences

Non-cash research and development expense 282 645

Unrealized foreign exchange (gain) loss ( 1,411 ) 1,384

Unrealized foreign exchange gain ( 3 ) ( 155 )

Interest expense 1,816 804

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

Loss on revaluation of convertible debt — 18,965

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

Income taxes — ( 72 )

Loss on revaluation of investments 271 375

Share of loss of equity method investees 3,012 622

Other 350 ( 141 )

7 unchanged sentences

Investing activities

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

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

Purchase of mineral interests ( 300 ) ( 1,763 )

Purchase of property, plant and equipment and intangible assets ( 672 ) ( 348 )

Purchase of investments subject to significant influence ( 722 ) ( 555 )

Cash acquired on acquisition of subsidiary 227 —

Net cash used in investing activities ( 1,467 ) ( 2,666 )

Financing activities

Net proceeds from issuance of common stock 299,924 159,320

Proceeds from convertible notes — 86,200

Non-controlling interests investment in subsidiary 26,000 —

Proceeds from exercise of stock options — 3

Other — ( 12 )

Net cash provided by financing activities 26,000 3

Effect of foreign exchange rate changes on cash and cash equivalents ( 256 ) 17

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

Decrease in cash and cash equivalents ( 25,682 ) ( 32,665 )

Cash and cash equivalents, beginning of the year 205,043 139,660

3 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

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

Issuance of common stock;

Kaizen arrangement $ 952 $ —

Issuance of common stock;

earn-in payment $ 95 $ 150

Non-controlling interests investment in subsidiary $ 4,000 $ —

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

Settlement of related party loan $ ( 4,000 ) $ —

IVANHOE ELECTRIC INC.

4 unchanged sentences

Ivanhoe Electric Inc.

(“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.

(“Ivanhoe Electric” or “the Company”) is a United States 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.

2 unchanged sentences

mineral projects, and in proprietary mineral exploration and minerals-based technologies.

The Company holds a 50 % interest in a joint venture with Saudi Arabian Mining Company Ma’aden (“Ma’aden”) to explore prospective land in Saudi Arabia.

The Company conducts the following business activities through certain subsidiaries:

1 unchanged sentence

(“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 September 30, 2023 (December 31, 2022 — 90.0 %).

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at March 31, 2024 (December 31, 2023 — 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 September 30, 2023 (December 31, 2022 — 94.3 %).

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at March 31, 2024 (December 31, 2023 — 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 62.8 % as at September 30, 2023 (December 31, 2022 — 63.2 %).

Ivanhoe Electric had an ownership interest in Cordoba of 62.8 % as at March 31, 2024 (December 31, 2023 — 62.8 %).

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

Ivanhoe Electric had an ownership interest in Kaizen of 100.0 % as at March 31, 2024 (December 31, 2023 — 82.5 %).

On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen not already beneficially owned by Ivanhoe Electric in exchange for common stock in Ivanhoe Electric (Note 9).

• Sama Nickel Corporation ("SNC") holds the Samapleu-Grata Nickel-Copper Project in the Ivory Coast.

On March 11, 2024, Ivanhoe Electric completed its earn-in and acquired a 60 % interest in SNC (Note 5).

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.

Therefore, this information should be read in conjunction with the Company's consolidated and combined carve-out financial statements and notes contained on its Form 10-K for the year ended December 31, 2022.

Therefore, this information should be read in conjunction with the Company's consolidated financial statements and notes contained on its Form 10-K for the year ended December 31, 2023.

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 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:

In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3 -for-1 (the “Reverse Stock Split”) effective as of June 16, 2022.

The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split.

For periods before June 16, 2022, all references to common stock, options to purchase common stock, per share data, and related information contained in the condensed interim consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.

Operating results for the three month period ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and satisfaction of liabilities in the normal course of business.

6 unchanged sentences

dollars, unless otherwise indicated)

have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated and combined carve-out financial statements for the year ended December 31, 2022.

have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2023.

Recent accounting pronouncements not yet adopted:

In August 2020, the FASB issued ASU 2020-06 Debt — Debt with Conversion and Other Options (Topic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Topic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with both liability and equity characteristics.

The Company is required to adopt ASU 2020-06 for fiscal years beginning after December 15, 2023 and is currently evaluating the expected impact on the consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

The update is to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security.

The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The Company intends to adopt ASU 2022-03 on January 1, 2024 and is currently evaluating the expected impact on the consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05 Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

The update was issued to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

Upon formation, a joint venture will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).

This update is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update was issued to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The Company is required to adopt ASU 2023-09 on January 1, 2025 and is currently evaluating the expected impact on the consolidated financial statements .

Use of estimates:

1 unchanged sentence

Actual results may differ from these estimates.

The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated and combined carve-out financial statements for the year ended December 31, 2022.

The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2023.

Cash and cash equivalents:

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) .

Of the total cash and cash equivalents at March 31, 2024 and December 31, 2023, $ 30.2 million and $ 15.0 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, 2024, the Company has $ 4.5 million in cash equivalents in the form of redeemable short-term investments (December 31, 2023 - $ 0 ) .

Investments subject to significant influence:

1 unchanged sentence

Others include its investments in Sama Resources Inc.

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

("SRQ") and Go2Lithium Inc.

(“Sama”) and Go2Lithium Inc.

("Go2Lithium").

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

Ma'aden Joint Venture SNC

(Note a) Go2Lithium Other Sama Total

Balance at December 31, 2023 $ 31,606 $ 896 $ 2,469 $ — $ 4,159 $ 39,130

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

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

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

Change in fair value — — — — 454 454

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

Investment — 440 — 282 — 722

Share of loss ( 2,121 ) ( 827 ) ( 64 ) — — ( 3,012 )

Acquisition — ( 489 ) — — — ( 489 )

Foreign currency translation — (20) ( 55 ) — — ( 75 )

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.

Balance at March 31, 2024 $ 29,485 $ — $ 2,350 $ 282 $ 4,613 $ 36,730

(a) Acquisition of Sama Nickel Corporation:

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

(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.

On March 11, 2024, the Company completed its earn-in and acquired an additional 30 % in SNC bringing its total ownership interest in SNC to 60 % .

SNC owns the Samapleu-Grata Nickel-Copper Project in the Ivory Coast.

The Company determined that it acquired control of SNC and commenced consolidating the results of SNC from March 11, 2024 under the voting interest entity model.

The acquisition was accounted for as an asset acquisition as SNC did not meet the definition of a business.

The cost of the acquisition has been allocated to the assets and liabilities of SNC, including exploration property in the Ivory Coast.

Exploration properties:

Cruz (Note a) Tintic Pinaya San

Matias Other Total

Cruz Tintic San Matias Other Total

Balance at December 31, 2023 $ 166,492 $ 30,663 $ 15,315 $ 3,820 $ 216,290

1 unchanged sentence

Foreign currency translation — — — 5 5

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

(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.

Balance at March 31, 2024 $ 166,492 $ 30,663 $ 15,315 $ 4,354 $ 216,824

Note payable:

Balance at December 31, 2023 $ 48,916

Interest expense 1,145

Balance at March 31, 2024 $ 50,061

Current portion 13,817

Non-current portion 36,244

Balance at March 31, 2024 $ 50,061

In May 2023, the Company issued a secured promissory note in the amount of $ 82.6 million as part of a land acquisition at its Santa Cruz project.

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;

• $ 34.3 million, plus accrued interest, paid in November 2023;

• four equal principal payments of $ 12.1 million on the first, second, third and fourth anniversaries of the November 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.

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 612

Balance at September 30, 2023 $ 27,460

Balance at March 31, 2024 $ 28,984

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

1 unchanged sentence

Prior to the maturity date, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:

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 transaction price of the equity financing or sale event;

2 unchanged sentences

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.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen not already beneficially owned by Ivanhoe Electric pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

Immediately prior to the closing of the Arrangement, Ivanhoe Electric beneficially owned 82.5 % of the issued and outstanding common shares of Kaizen on a non-diluted basis.

Following the closing of the Arrangement, Ivanhoe Electric beneficially owns 100 % of the issued and outstanding common shares of Kaizen on a fully diluted basis.

Ivanhoe Electric acquired the common shares in consideration for the issuance of one share of common stock of Ivanhoe Electric for every 127 Common Shares issued and outstanding immediately prior to the closing of the Arrangement.

A total of 116,413 shares of Ivanhoe Electric were issued.

(b) Stock-based compensation:

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

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

2023 2022 2023 2022

Three Months Ended March 31,

General and administrative expenses $ 2,690 $ 4,199

Exploration expenses 655 928

Research and development expenses 6 — 11 —

Cost of sales — 5

1 unchanged sentence

(i) Stock options:

During the nine months ended September 30, 2023, the Company granted stock options to certain executives and senior management of the Company.

On March 11, 2024, the Company granted stock options to certain directors, officers and employees 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.

The stock options were granted at an exercise price equal to the closing stock price on the grant date.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model.

Expected volatility was calculated based on the historical volatility of a group of peer companies’ common stock and a group of relevant stock market indices over the expected option life.

Management exercised judgment in determining the expected life of the options and considered factors such as the contractual term of the options, the vesting schedule and expected volatility.

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 nine months ended September 30, 2023 is presented below.

February 1, 2023 Grant date:

March 1, 2023 Grant date:

July 1, 2023 Grant date:

August 9, 2023

Information related to stock options granted during the three months ended March 31, 2024 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)

March 11, 2024

Exercise price $ 13.50

6 unchanged sentences

Weighted average grant-date fair value (per option) $ 3.46

(ii) Stock settled restricted stock units ("RSUs"):

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 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.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

The Company recognized revenue from the following sources:

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

Three months ended

Revenue type 2024 2023

3 unchanged sentences

Total $ 360 $ 679

(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.

(a) At March 31, 2024, the Company had a contract liability of $ 2.5 million (December 31, 2023 — $ 2.4 million) relating to the sale of renewable energy storage systems.

Exploration expense:

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

Three months ended

Project 2024 2023

Santa Cruz, USA $ 27,837 $ 14,682

San Matias, Colombia 7,292 6,000 22,059 11,773

Tintic, USA 3,520 1,121

San Matias, Colombia (Cordoba) 3,518 4,658

Hog Heaven, USA 3,307 638

Lincoln, USA 1,641 210 2,118 549

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

Carolina, USA 895 238

Pinaya, Peru 178 297 828 2,448

Bitter Creek, USA 658 27

White Hill, USA 237 491

Lincoln, USA 130 295

Generative exploration and other 3,541 4,409

Total $ 43,643 $ 26,559

(a) White Hill project:

On February 22, 2023, the Company entered into an agreement with Exiro Minerals USA Corp.

(“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

Related party transactions:

Related parties include entities with common direct or indirect shareholders and/or directors.

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

IVANHOE ELECTRIC INC.

2 unchanged sentences

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, 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.

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:

Related parties include entities with common direct or indirect shareholders and/or directors.

The following table summarizes transactions between the Company and significant related parties.

1 unchanged sentence

three months ended

September 30, Transactions for the

nine months ended

September 30,

2024 December 31,

5 unchanged sentences

Total 1,710 1,619 2,009 5,723

Ma'aden Joint Venture (Note d) — — 300 —

Global Mining (Note a) 1,051 1,169 — —

Ma'aden Joint Venture (Note d) 2,643 1,254 — —

I-Pulse (Note c) 4,165 4,233 — —

JCHX Mining Management Co., Ltd (Note d) — 10,010 — — — —

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

JCHX Mining Management Co., Ltd (Note e) — 4,000 — —

Transactions for the

three months ended

September 30, Transactions for the nine

September 30,

2023 2022 2023 2022

Expense classification

2 unchanged sentences

Research and development expenses 283 650

3,655 4,021 15,683 10,603

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

The Company held 7.1 % of Global Mining’s outstanding common shares at March 31, 2024 (December 31, 2023 — 7.1 %).

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

3 unchanged sentences

The total purchase price for the six Typhoon™ transmitters is $ 12.4 million, which includes research and development costs of $ 2.8 million.

The agreement also includes annual maintenance costs of $ 1.7 million per year.

The Company is recognizing the research and development costs and annual maintenance costs on a straight line basis in the condensed interim consolidated statement of loss.

The agreement also includes maintenance costs of $ 1.7 million.

The Company is recognizing the research and development costs and annual maintenance costs on a straight line basis in the consolidated statement of loss over the applicable term.

In October 2022, the Company made deposit payments totaling $ 7.1 million, representing 50 % of each component of the agreement.

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

(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.

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.

The remaining

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

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

In December 2023, the Company received the first Typhoon™ transmitter that was deliverable under the agreement.

(d) The Company's majority owned subsidiary, CGI, provides geophysical data processing services to the Ma'aden joint venture and recognized revenue totalling $ 0.3 million.

At March 31, 2024 the Ma’aden Joint Venture owes the Company $ 2.6 million for costs that the Company incurred on behalf of the Ma’aden Joint Venture related to exploration work in Saudi Arabia.

(e) JCHX Mining Management Co., Ltd (“JCHX") held 19.8 % of Cordoba’s issued and outstanding common stock as at March 31, 2024 (December 31, 2023 - 19.8 %).

In November 2023, $ 4 million was advanced to Cordoba by JCHX.

In January 2024, Cordoba announced receipt of the second installment of $ 40 million relating to the strategic arrangement entered into with JCHX in May 2023.

The $ 4 million loan was settled in full by applying it towards the second installment received as a payment in kind.

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:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

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 nine months ended September 30, 2023.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

There were no movements in level three instruments for the three months ended March 31, 2024.

Segment reporting:

The Company’s President & Chief Executive Officer and its Executive Chairman combine to form the Chief Operating Decision Maker (“CODM”) of the Company.

The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company.

The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions.

2 unchanged sentences

Critical metals is focused on mineral project exploration and development with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification.

The data processing segment provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries.

The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries.

The energy storage segment develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.

Segment information for the periods presented is as follows:

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

Processing Energy

Storage Total Critical

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Three months ended March 31, 2024

Processing Energy

2 unchanged sentences

Intersegment revenues — 119 — 119

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

Loss (income) from operations 55,065 ( 57 ) 1,873 56,881

Segment assets 442,731 4,941 13,484 461,156

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

Processing Energy

Storage Total Critical

Three months ended March 31, 2023

Processing Energy

9 unchanged sentences

Subsequent event:

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.

On May 7, 2024, the Company entered into an Exploration Alliance Agreement with BHP Mineral Resources Inc.

(“BHP”), which sets out the framework for BHP and the Company to explore mutually agreed “Areas of Interest” in the United States to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures following a discovery.

The Agreement is for a term of three years , which may be extended upon mutual agreement.

BHP will provide the initial funding of $ 15 million and thereafter the Company and BHP would provide funding on a 50/50 basis.

The Company will provide the alliance access to one Typhoon™ system.

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