What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-08 compared with 2024-08-07 · 97 added, 95 removed, 228 unchanged (46% of the section changed)

14 unchanged sentences

the initial assessment for our Santa Cruz Project is only an early stage study of its potential economic viability and future studies and actual economic outcomes may vary greatly from those set forth in the initial assessment;

we have no mineral reserves, other than at the San Matias project;

we have no mineral reserves, other than at the Alacran project;

we have a limited operating history on which to base an evaluation of our business and prospects;

11 unchanged sentences

operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations;

and our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating and the potential for forest fires at many of our properties.

and our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating, the potential for forest fires at many of our properties and our ability to establish a United States-based vanadium redox battery business.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC.

16 unchanged sentences

("VRB") which is primarily engaged in the design, manufacture, installation, and operation of vanadium redox flow energy storage systems.

On September 23, 2024, VRB entered into binding term sheet with a subsidiary of privately held Shanxi Red Sun Co., Ltd., ("Red Sun") to create a 51/49 joint venture through VRB’s operating subsidiary in China.

On October 15, 2024, VRB signed the definitive agreements, and the joint venture in China was formed on October 31, 2024 with formal completion to take place in early November 2024.

The joint venture, which will receive a $35 million capital increase from Red Sun over the course of the next 14 months, was formed to expand manufacturing and sales of vanadium redox flow battery systems in Asia, Africa and the Middle East.

In addition to the formation of the joint venture, Ivanhoe Electric and VRB, using $20 million of the transaction proceeds, are establishing a separate United States-based vanadium redox battery manufacturing business to be located in Arizona.

This new United States based manufacturing business is 100% owned by VRB and will have intellectual property rights protections for the technology in the United States, Europe, the Americas and Australia.

At our Santa Cruz Project in Arizona, we are evaluating the potential for a high-grade modern underground copper mining operation.

3 unchanged sentences

Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy in our future mining operations, optimizing and minimizing our water utilization, minimizing our environmental footprint, ensuring workforce diversity and hiring from local communities, health, safety and environmental performance, support of local cultural heritage and biodiversity protection.

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

In May 2024, we 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.

2 unchanged sentences

The Company will provide access to one Typhoon™ system for use pursuant to the Exploration Alliance Agreement.

References to our mineral projects refers to our interests in such projects which may be a direct ownership interest in mineral titles (including through subsidiary entities), a right to acquire mineral titles through an earn-in or option agreement, or, in the case of our investments in publicly listed companies in Canada, through our ownership of the equity of those companies that have an interest in such mineral projects.

agreement, or, in the case of our investments in publicly listed companies in Canada, through our ownership of the equity of those companies that have an interest in such mineral projects.

Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”.

19 unchanged sentences

Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

For the three months ended June 30, 2024 we recorded a net loss attributable to common stockholders of $46.8 million ($0.39 per share), compared to $38.3 million ($0.41 per share) for the three months ended June 30, 2023, which was an increase of $8.5 million.

Significant contributors to this increase for the three months ended June 30, 2024 included an increase of $4.7 million in exploration expenditures, an increase of $0.8 million in the share of loss of equity method investees and a decrease of $0.8 million in revenue, partially offset by a decrease of $2.0 million in general and administrative expenses compared to the three months ended June 30, 2023.

Exploration expenses were $37.3 million for the three months ended June 30, 2024, an increase of $4.7 million from $32.6 million for the three months ended June 30, 2023.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

For the three months ended September 30, 2024 we recorded a net loss attributable to common stockholders of $43.2 million ($0.36 per share), compared to $77.9 million ($0.74 per share) for the three months ended September 30, 2023, which was a decrease of $34.6 million.

Significant contributors to this decrease for the three months ended September 30, 2024 included a decrease of $3.7 million in exploration expenditures, a decrease of $30.0 million in the share of loss of equity method investees and a decrease of $0.6 million in general and administrative expenses compared to the three months ended September 30, 2023.

Exploration expenses were $30.5 million for the three months ended September 30, 2024, a decrease of $3.7 million from $34.2 million for the three months ended September 30, 2023.

Exploration expenses consisted of the following:

Three months ended

September 30,

(In thousands) 2024 2023

1 unchanged sentence

Santa Cruz, USA $ 15,141 $ 11,079

Tintic, USA 3,681 1,954

San Matias, Colombia (Cordoba) 4,063 7,292

Tintic, USA 2,343 6,030

Hog Heaven, USA 2,645 3,512

Unity, USA 1,396 107

Samapleu Project, Ivory Coast 1,414 —

Carolina, USA 300 790

Bitter Creek, USA 528 15

White Hill, USA 1,294 618

Bitter Creek, USA 102 76

Carolina, USA 7 158

Lincoln, USA 340 1,641

1 unchanged sentence

Total $ 30,459 $ 34,208

During the three months ended June 30, 2024, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $20.5 million of exploration expenditure was incurred in the three months ended June 30, 2024 compared to $15.0 million incurred in the three months ended June 30, 2023.

Activities during the three months ended June 30, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

• the Tintic Project where $3.7 million of exploration expenditure was incurred in the three months ended June 30, 2024 compared to $2.0 million incurred in the three months ended June 30, 2023.

Activities during the three months ended June 30, 2024 were focused on diamond drilling in the Mammoth area;

• the San Matias Project where $3.2 million of exploration expenditure was incurred by Cordoba Minerals for the three months ended June 30, 2024 focused on preparations for detailed engineering design of the Alacran mine;

• the Hog Heaven Project where $2.5 million of exploration expenditure was incurred in the three months ended June 30, 2024 compared to $0.4 million incurred in the three months ended June 30, 2023.

Activities during the three months ended June 30, 2024 were focused on diamond drilling in the west Flathead and Battle Butte areas.

General and administrative expenses were $10.7 million for the three months ended June 30, 2024, a decrease of $2.0 million from $12.7 million for the three months ended June 30, 2023.

The decrease was largely a result of a $1.8 million decrease in non-cash stock-based compensation expense from $4.8 million for the three months ended June 30, 2023 to $3.0 million for the three months ended June 30, 2024.

Share of loss of equity method investees was $1.5 million for the three months ended June 30, 2024, an increase of $0.8 million from $0.6 million for the three months ended June 30, 2023.

The increase in loss was largely due to our $1.1 million share of the loss from the Ma'aden joint venture three months ended June 30, 2024.

The Ma'aden joint venture was formed in July 2023.

Revenue for the three months ended June 30, 2024 was $0.5 million a decrease of $0.8 million from $1.3 million for three months ended June 30, 2023.

The sources of revenue for the periods changed significantly.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the three months ended June 30, 2024 and 3.2% of our revenue for three months ended June 30, 2023 ($0.0 million).

VRB generated no revenue during the three months ended June 30, 2024 and represented 96.8% three months ended June 30, 2023 ($1.3 million).

Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned.

VRB did not complete any installations and commissionings during three months ended June 30, 2024 and therefore recorded no revenue during this period.

During the three months ended June 30, 2023, the majority of our

revenue came from VRB as it delivered, installed and commissioned a 1MW/2MWh energy storage system to a customer in China, which resulted in $1.3 million of revenue being recognized.

During the three months ended September 30, 2024, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $15.1 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $11.1 million incurred in the three months ended September 30, 2023.

Activities during the three months ended September 30, 2024 at Santa Cruz were focused on geotechnical and hydrological drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

• the Tintic Project where $2.3 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $6.0 million incurred in the three months ended September 30, 2023.

Activities during the three months ended September 30, 2024 were focused on diamond drilling in the Mammoth area;

• the Alacran Project where $4.1 million of exploration expenditure was incurred by Cordoba Minerals for the three months ended September 30, 2024 focused on the detailed engineering design of the Alacran mine;

• the Hog Heaven Project where $2.6 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $3.5 million incurred in the three months ended September 30, 2023.

Activities during the three months ended September 30, 2024 were focused on diamond drilling in the Battle Butte area.

General and administrative expenses were $10.9 million for the three months ended September 30, 2024, a decrease of $0.6 million from $11.4 million for the three months ended September 30, 2023.

The decrease was largely a result of a $1.4 million decrease in non-cash stock-based compensation expense from $4.7 million for the three months ended September 30, 2023 to $3.3 million for the three months ended September 30, 2024.

Share of loss of equity method investees was $4.3 million for the three months ended September 30, 2024, a decrease of $30.0 million from $34.2 million for the three months ended September 30, 2023.

The decrease in loss was largely due to the three months ended September 30, 2023 including our recognition of a $33.0 million share of loss from the Ma'aden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.

Revenue for the three months ended September 30, 2024 was $0.7 million, an increase of $0.4 million from $0.2 million for three months ended September 30, 2023.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the three months ended September 30, 2024 and 95.8% of our revenue for three months ended September 30, 2023 ($0.2 million).

VRB generated none of our revenue during the three months ended September 30, 2024 and 4.2% of our revenue for the three months ended September 30, 2023 ($0.01 million).

Three Months Ended

June 30, 2024 Three Months Ended

June 30, 2023 Percentage Change

September 30, 2024 Three Months Ended

September 30, 2023 Percentage Change

(In thousands)

10 unchanged sentences

Gross profit 414 (36) (1244) %

CGI’s revenue for the three months ended June 30, 2024 was $0.5 million, an increase of $0.5 million from $0.0 million for the three months ended June 30, 2023.

CGI’s revenue for the three months ended September 30, 2024 was $0.7 million, an increase of $0.4 million from $0.2 million for the three months ended September 30, 2023.

The increase in CGI’s revenue was a result of more data processing services being contracted for by customers than the prior period in 2023.

CGI’s gross profit for the three months ended June 30, 2024 was $0.3 million, an increase of $0.3 million from $0.0 million for the three months ended June 30, 2023.

CGI’s gross profit for the three months ended September 30, 2024 was $0.4 million, an increase of $0.3 million from $0.1 million for the three months ended September 30, 2023.

The increase in CGI's gross profit was consistent with the increase in revenue.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

For the six months ended June 30, 2024 we recorded a net loss attributable to common stockholders of $102.3 million ($0.85 per share), compared to $74.3 million ($0.80 per share) for the six months ended June 30, 2023, which was an increase of $28.0 million.

Significant contributors to this increase for the six months ended June 30, 2024 included an increase of $21.8 million in exploration expenditures and an increase of $3.2 million in the share of loss of equity method compared to the six months ended June 30, 2023.

Exploration expenses were $80.9 million for the six months ended June 30, 2024, an increase of $21.8 million from $59.1 million for the six months ended June 30, 2023.

Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned.

VRB did not complete any installations or commissionings during three months ended September 30, 2024 and therefore recorded no revenue during this period.

During the three months ended September 30, 2023, VRB recognized $0.01 million in revenue in relation to a small maintenance service project.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

For the nine months ended September 30, 2024 we recorded a net loss attributable to common stockholders of $145.5 million ($1.21 per share), compared to $152.2 million ($1.57 per share) for the nine months ended September 30, 2023, which was a decrease of $6.7 million.

Significant contributors to this decrease in net loss for the nine months ended September 30, 2024 included an increase of $18.0 million in exploration expenditures and a decrease of $26.7 million in the share of loss of equity method compared to the nine months ended September 30, 2023.

Exploration expenses were $111.4 million for the nine months ended September 30, 2024, an increase of $18.0 million from $93.3 million for the nine months ended September 30, 2023.

Exploration expenses consisted of the following:

Six months ended June 30,

Nine months ended September 30,

(In thousands) 2024 2023

1 unchanged sentence

Santa Cruz, USA $ 63,456 $ 40,804

Tintic, USA 7,201 3,075

San Matias, Colombia (Cordoba) 10,817 22,059

Tintic, USA 9,544 9,105

Hog Heaven, USA 8,482 4,566

Unity, USA 3,046 128

Samapleu Project, Ivory Coast 1,414 —

Carolina, USA 1,195 1,028

Bitter Creek, USA 1,186 42

White Hill, USA 1,625 1,368

Bitter Creek, USA 1,288 118

Carolina, USA 1,202 1,186

Lincoln, USA 478 2,118

1 unchanged sentence

Total $ 111,356 $ 93,318

During the six months ended June 30, 2024, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $48.3 million of exploration expenditure was incurred in the six months ended June 30, 2024 compared to $29.7 million incurred in the six months ended June 30, 2023.

Activities during the six months ended June 30, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

• the Tintic Project where $7.2 million of exploration expenditure was incurred in the six months ended June 30, 2024 compared to $3.1 million incurred in the six months ended June 30, 2023.

Activities during the six months ended June 30, 2024 were focused on diamond drilling in the Mammoth area;

• the San Matias Project where $6.8 million of exploration expenditure was incurred by Cordoba Minerals for the six months ended June 30, 2024 compared to $14.8 million incurred in the six months ended June 30, 2023.

Activities during the six months ended June 30, 2024 were focused on preparations for detailed engineering design of the Alacran mine;

• the Hog Heaven Project where $5.8 million of exploration expenditure was incurred in the six months ended June 30, 2024 compared to $1.1 million incurred in the six months ended June 30, 2023.

Activities during the six months ended June 30, 2024 were focused on diamond drilling in the Flathead Mine, West Flathead and Battle Butte areas.

General and administrative expenses were $23.3 million for the six months ended June 30, 2024, which was consistent with the $23.3 million incurred for the six months ended June 30, 2023.

Share of loss of equity method investees was $4.5 million for the six months ended June 30, 2024, an increase of $3.2 million from $1.2 million for the six months ended June 30, 2023.

The increase in loss was due to our $3.2 million share of the loss from the Ma'aden joint venture six months ended June 30, 2024.

The Ma'aden joint venture was formed in July 2023.

Revenue for the six months ended June 30, 2024 was $1.1 million a decrease of $0.8 million from $2.0 million for six months ended June 30, 2023.

The sources of revenue for the periods changed significantly.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the six months ended June 30, 2024 ($0.9 million) and 36.2% for the six months ended June 30, 2023 ($0.7 million).

VRB generated no revenue during the six months ended June 30, 2024 and 63.8% of the revenue for the six months ended June 30, 2023 ($1.3 million.

Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned.

VRB did not complete any installations and commissionings during six months ended June 30, 2024 and therefore recorded no revenue during this period.

During the six months ended June 30, 2023, $1.3 million of our revenue came from VRB as it delivered, installed and commissioned a 1MW/2MWh energy storage system to a customer in China.

Six months ended

June 30, 2024 Six months ended

June 30, 2023 Percentage Change

During the nine months ended September 30, 2024, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $63.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $40.8 million incurred in the nine months ended September 30, 2023.

Activities during the nine months ended September 30, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

• the Tintic Project where $9.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $9.1 million incurred in the nine months ended September 30, 2023.

Activities during the nine months ended September 30, 2024 were focused on diamond drilling in the Mammoth area;

• the Alacran Project where $10.8 million of exploration expenditure was incurred by Cordoba Minerals for the nine months ended September 30, 2024 compared to $22.1 million incurred in the nine months ended September 30, 2023.

Activities during the nine months ended September 30, 2024 were focused on preparing for and commencing detailed engineering design of the Alacran mine;

• the Hog Heaven Project where $8.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $4.6 million incurred in the nine months ended September 30, 2023.

Activities during the nine months ended September 30, 2024 were focused on diamond drilling in the Flathead Mine, West Flathead and Battle Butte areas.

General and administrative expenses were $34.2 million for the nine months ended September 30, 2024, which was consistent with the $34.7 million incurred for the nine months ended September 30, 2023.

Share of loss of equity method investees was $8.7 million for the nine months ended September 30, 2024, a decrease of $26.7 million from $35.4 million for the nine months ended September 30, 2023.

The decrease in loss was due to the nine months ended September 30, 2023 including our recognition of a $33.0 million share of loss from the Ma'aden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.

Revenue for the nine months ended September 30, 2024 was $1.6 million, a decrease of $0.7 million from $2.2 million for nine months ended September 30, 2023.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the nine months ended September 30, 2024 ($1.6 million) and 42.6% for the nine months ended September 30, 2023 ($1.0 million).

VRB generated no revenue during the nine months ended September 30, 2024 and 57.4% of the revenue for the nine months ended September 30, 2023 ($1.3 million).

Nine months ended

September 30, 2024 Nine months ended

September 30, 2023 Percentage Change

(In thousands)

10 unchanged sentences

Gross profit 1,021 517 97 %

CGI’s revenue for the six months ended June 30, 2024 was $0.9 million, an increase of $0.2 million from $0.7 million for the six months ended June 30, 2023.

CGI’s revenue for the nine months ended September 30, 2024 was $1.6 million, an increase of $0.6 million from $1.0 million for the nine months ended September 30, 2023.

The increase in CGI’s revenue was a result of more data processing services being contracted for by customers than the prior period in 2023.

CGI’s gross profit for the six months ended June 30, 2024 was $0.6 million, an increase of $0.1 million from $0.5 million for the six months ended June 30, 2023.

CGI’s gross profit for the nine months ended September 30, 2024 was $1.0 million, an increase of $0.4 million from $0.6 million for the nine months ended September 30, 2023.

The increase in CGI's gross profit was consistent with the increase in revenue.

Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned.

VRB did not complete any installations or commissionings during the nine months ended September 30, 2024 and therefore recorded no revenue during this period.

During the nine months ended September 30, 2023, $1.3 million of our revenue came from VRB as it delivered, installed and commissioned a 1MW/2MWh energy storage system to a customer in China.

Stock-Based Compensation

During the six months ended June 30, 2024, we granted the following stock options to certain directors, officers and employees of the Company:

During the nine months ended September 30, 2024, we granted the following stock options to certain directors, officers and employees of the Company:

• 1.8 million stock options issued on March 11, 2024 at an exercise price of $13.50.

8 unchanged sentences

We have funded our operations primarily through the sale of our equity and convertible securities.

At June 30, 2024 and December 31, 2023, we had cash and cash equivalents of $133.8 million and $205.0 million, respectively, and a working capital of $106.8 million and $176.8 million, respectively.

Of the total cash and cash equivalents at June 30, 2024 and December 31, 2023, $20.8 million and $15.0 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

As at August 7, 2024, we believe that we will have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business.

At September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $81.1 million and $205.0 million, respectively, and a working capital of $62.8 million and $176.8 million, respectively.

Of the total cash and cash equivalents at September 30, 2024 and December 31, 2023, $13.0 million and $15.0 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

As at November 8, 2024, we believe that we will have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct

our business.

We have based these estimates on our current assumptions which may require future adjustments based on our ongoing business decisions as well as, in particular, exploration success at our mineral projects.

5 unchanged sentences

However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all.

Cash Balances as of June 30, 2024

The table below discloses the amounts of cash disaggregated by currency denomination as of June 30, 2024 in each jurisdiction that our affiliated entities are domiciled.

Cash Balances as of September 30, 2024

The table below discloses the amounts of cash disaggregated by currency denomination as of September 30, 2024 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

5 unchanged sentences

Colombia — — 10,183 — 10,183

France 4,403 — — — 1 4,404

Canada 2,127 1,157 — — 3,284

Singapore 1,793 — — — — 1,793

China — — 770 — — 770

British Virgin Islands 363 — — — — 363

Other 843 203 — 93 1,139

3 unchanged sentences

Since their incorporation, these PRC subsidiaries have had accumulated losses and have not declared or paid any dividends or made any distribution of earnings.

There were no cash transfers to or from our PRC subsidiaries in the form of intercompany loans during the six months ended June 30, 2024.

As at September 30, 2024, $0.2 million of Chinese Renminbi held by these PRC subsidiaries is classified as Assets Held for Sale.

There were no cash transfers to or from our PRC subsidiaries in the form of intercompany loans during the nine months ended September 30, 2024.

Refer to Note 17 of our consolidated financial statements in our 2023 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

In May 2023, as part of the consideration for the acquisition of the surface title and associated water rights at the Santa Cruz Project we issued to the vendor a secured promissory note in the principal amount of $82.6 million.

The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments.

In November 2023, Ivanhoe Electric repaid $34.3 million, plus accrued interest of the promissory note.

Four equal principal payments of $12.1 million remain to be paid on the first, second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest.

Convertible Bond — VRB

4 unchanged sentences

The following table presents our sources and uses of cash for the periods indicated:

Six months ended June 30, 2024

Nine months ended September 30,

Net cash (used in) provided by:

7 unchanged sentences

We do not generate adequate cash from operations to cover our operating expenses and therefore rely on our financing activities to provide the cash resources to fund our operating and investing activities.

The net cash used in operating activities for the six months ended June 30, 2024 of $94.5 million primarily was the result of $78.8 million of cash exploration expenditures and $17.0 million of cash general and administrative costs.

cash used in operating activities for the six months ended June 30, 2023 of $65.8 million primarily was the result of $57.4 million of cash exploration expenditures and $14.0 million of cash general and administrative costs.

The net cash used in operating activities for the nine months ended September 30, 2024 of $131.4 million primarily was the result of $108.4 million of cash exploration expenditures and $24.4 million of cash general and administrative costs.

The net cash used in operating activities for the nine months ended September 30, 2023 of $107.0 million primarily was the result of $90.6 million of cash exploration expenditures and $20.6 million of cash general and administrative costs.

Investing activities

1 unchanged sentence

To date, due to our mining projects being in the exploration stage we have not incurred material capital expenditures.

Net cash used in investing activities for the six months ended June 30, 2024 of $2.7 million was mainly attributable to $0.6 million related to payments for mineral interests, $1.1 million for the purchases of property, plant and equipment and $1.1 million for the purchase of investments that are subject to significant influence.

Net cash used in investing activities for the nine months ended September 30, 2024 of $12.8 million was mainly attributable to $10.6 million related to payments for mineral interests, $1.2 million for the purchases of property, plant and equipment and $1.1 million for the purchase of investments that are subject to significant influence.

In addition, we acquired cash of $0.2 million when we commenced consolidating SNC in March 2024.

Financing activities

During the six months ended June 30, 2024, there were no significant financing activities as we continued to fund our operations with the proceeds from our September 2023 public offering.

Our subsidiary, Cordoba raised $26 million during six months ended June 30, 2024 in relation to financing its Alacran project through its strategic arrangement with JCHX.

During the nine months ended September 30, 2024, there were no significant financing activities as we continued to fund our operations with the proceeds from our September 2023 public offering.

Our subsidiary, Cordoba raised $26 million during nine months ended September 30, 2024 in relation to financing its Alacran project through its strategic arrangement with JCHX.

Contractual Obligations

As of June 30, 2024, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2023.

As of September 30, 2024, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2023.

Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024, for information regarding our contractual obligations.

Off Balance Sheet Arrangements

As of June 30, 2024, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

As of September 30, 2024, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

Related Party Transactions

See Note 12 of our consolidated financial statements for the three and six months June 30, 2024.

See Note 14 of our consolidated financial statements for the three and nine months September 30, 2024.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements.

The preparation of these

financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements.

Below are the accounting matters that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue, expense, gain or loss being reported.

7 unchanged sentences

We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The recoverability of our exploration mineral interests and intangible assets did not involve significant estimation in the periods presented as circumstances did not indicate the

carrying amount of our assets may not be recoverable.

The recoverability of our exploration mineral interests and intangible assets did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable.

However, the recoverability of our recorded mineral interests is subject to market factors that could significantly affect the recoverability of our assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances, particularly in Colombia.

29 unchanged sentences

The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized.

We had no uncertain tax positions as of June 30, 2024.

We had no uncertain tax positions as of September 30, 2024.

Quantitative and Qualitative Disclosures about Market Risk.

1 unchanged sentence

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 2. Management’s Discussion and Analysis