What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-27 compared with 2024-02-26 · 183 added, 110 removed, 213 unchanged (58% of the section changed)

6 unchanged sentences

Business Overview

We are a United States domiciled company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in the United States.

We are a United States domiciled minerals exploration company with a focus on developing mines from mineral deposits principally located in the United States.

We seek to support American supply chain independence by finding and delivering the critical metals necessary for electrification of the economy, with a focus on copper.

We use our accurate and powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3% owned subsidiary, Computational Geosciences Inc.

2 unchanged sentences

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

Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona and the Tintic Project in Utah, as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy.

Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy.

We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden ("Ma'aden") to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia.

Finally, in addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc.

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

(“VRB Energy”) which itself owns 100% of VRB USA, an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.

VRB Energy also has a 49% interest in the VRB China Joint Venture.

The VRB China Joint Venture manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.

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

In September 2023, we completed the Initial Assessment & Technical Report Summary for the Santa Cruz Project (the "IA"), which outlines a potential 5.9 million tonnes per year underground mining operation, supported by 105.2 million tonnes of modeled mill feed with an average grade of 1.58% copper from the Santa Cruz and East Ridge Deposits, resulting in an estimated 20-year mine life.

We are advancing further studies for an underground copper mining operation with a focus on minimizing the surface footprint of the mine while at the same time incorporating leading technologies to improve efficiencies and costs.

The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on an underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits.

The Initial Assessment estimates life of mine copper production of 1.6 million tonnes over a 20-year mine life, with projected cash costs of $1.36 per pound of copper produced.

We are advancing environmental, technical, trade-off and economic studies in preparation for a Preliminary Feasibility Study for a copper mining operation incorporating leading technologies to improve efficiencies and costs.

We are designing a technologically advanced mine that we expect to result in low carbon dioxide emissions per pound of copper produced and be a leading example of responsibly produced domestic copper.

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.

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 project.

Our other mineral projects in the United States include the Tintic Project, located in Utah, and the Hog Heaven Copper-Silver-Gold Project, located in Montana.

We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.

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

4 unchanged sentences

Business Developments in the Year

On May 15, 2023, we signed a Common Stock Subscription Agreement ("the Subscription Agreement") with Ma’aden.

On July 6, 2023, we 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.

The Ma'aden Transactions included the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia, and a strategic investment by Ma'aden in Ivanhoe Electric common stock.

On July 6, 2023, we issued to Ma’aden an aggregate of 10,269,604 shares of common stock of our Company, constituting 9.9% of the total outstanding number of shares of common stock immediately following closing of the Ma'aden Transactions, for gross proceeds of approximately $127.1 million, representing an aggregate purchase price of $12.38 per share.

Of the $127.1 million total proceeds from the private placement, $66.0 million has been contributed to the joint venture to fund its exploration activities, including the purchase of three new-generation Typhoon TM machines from I-Pulse Inc.

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.

On July 10, 2023, we filed an automatic shelf registration statement on Form S-3 to permits us to publicly offer and sell securities from time to time, including common stock, preferred stock, debt securities, warrants, subscription rights and units.

We may offer and sell securities under the Form S-3 from time to time.

On September 6, 2023, we completed and announced the IA.

The IA is a preliminary technical and economic study for the Santa Cruz Project and associated high-grade mineral resources included in the Santa Cruz and East Ridge deposits.

The study analyzes the potential for a high-grade underground copper mining operation supported by modern technologies to reduce environmental impact and powered predominantly by renewable energy.

On September 18, 2023, we closed an underwritten public offering consisting of 11,851,852 shares of our common stock at a public offering price of $13.50 per share.

The aggregate gross proceeds to the Company from the offering were approximately $160 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

In addition, we received notice from the underwriters on September 18, 2023, of the full exercise of their option to purchase an additional 1,777,777 shares of common stock from the Company.

The aggregate gross proceeds from the exercise of the underwriters’ option was approximately $24 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The sale of the underwriters’ option shares closed on September 21, 2023.

On October 23, 2023, we entered into a subscription agreement with Ma’aden whereby Ma’aden agreed to purchase 1,513,650 shares of our 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 our 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.

In February 2024, we acquired all of the issued and outstanding common shares of Kaizen Discovery Inc.

(“Kaizen”) not already beneficially owned by us pursuant to a plan of arrangement.

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

Following the closing of the arrangement, we beneficially own 100% of the issued and outstanding common shares of Kaizen on a fully diluted basis.

In March 2024, we completed our earn-in and acquired an additional 30% in Sama Nickel Corporation ("SNC") bringing our total ownership interest in SNC to 60%.

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

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

(“BHP”), which set out the framework for BHP and us 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.

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

BHP will provide the initial funding of $15.0 million and thereafter we and BHP would provide funding on a 50/50 basis.

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

In August 2024, we completed the final $10.0 million payment to exercise our option to acquire 100% ownership of the mineral rights at the Santa Cruz Copper Project in Arizona.

Following this transaction, we now own 100% of the mineral and surface rights for the Santa Cruz Copper Project.

In October 2024, VRB Energy entered into definitive agreements providing for the creation of a 49%/51% joint venture (“VRB Transaction”) between VRB Energy and China Energy Storage Industry Co., Ltd.

(“Red Sun”), a subsidiary of privately held Shanxi Red Sun Co., Ltd.

Following the VRB Transaction, VRB Energy owns a 49% interest in the joint venture (“VRB China Joint Venture”), which manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.

VRB Energy also owns 100% of VRB USA, an Arizona-based business focused on the development and manufacture of advanced grid-scale energy storage systems utilizing vanadium redox flow technology for integration with renewable power sources.

Pursuant to the VRB Transaction, the VRB China Joint Venture will receive approximately $35.2 million from Red Sun in tranches to be fully received by the end of 202 5, with $12.7 million of those payments having been received to date.

In addition, VRB Energy will receive $20.0 million from Red Sun in two tranches, to be completed by June 30, 2025, which will be used to advance VRB USA.

On October 28, 2024, the first $10.0 million was deposited to an account in China jointly controlled by Red Sun and VRB Energy.

Following receipt of several regulatory approvals required to transfer the funds outside of China, on February 12, 2025, VRB Energy received the first tranche payment with the second tranche payment being due in June 2025.

Selected Financial Information

2 unchanged sentences

We did not declare or pay any dividends or distributions in any financial reporting period.

(In thousands, except per share amounts) Year Ended

December 31, 2023 Year Ended

December 31, 2022

Year Ended December 31,

(In thousands, except per share amounts) 2024 2023 2022

Revenue $ 2,901 $ 3,903 $ 8,440

12 unchanged sentences

Total non-current liabilities 61,085 71,222

We account for our business in three business segments – (i) critical metals, (ii) data processing and software licensing services and (iii) energy storage systems.

We account for our business in four business segments – (i) Santa Cruz Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

Significant Components of Results of Operations

2 unchanged sentences

We do not expect to generate any revenue from our mining projects for the foreseeable future.

We generate some revenue from our technology businesses CGI and VRB, which are included in the data processing and energy storage systems business segments, respectively.

CGI generates revenue comes from the sale of data processing services to the mining and oil and gas industries.

We generate some revenue from our technology businesses CGI and VRB Energy, which are included in the data processing and energy storage systems business segments, respectively.

CGI generates revenue from the sale of data processing services to the mining and oil and gas industries.

In prior years, CGI has also generated revenue from software licensing.

VRB generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.

VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.

Exploration Expenses

2 unchanged sentences

Exploration expenses also include payments under earn-in and option agreements where the option right is with respect to ownership interests in legal entities owning the underlying mineral project in the exploration project phase.

Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project.

In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of

exploration expenditures, we will not obtain an ownership right beyond any which may have been acquired as of the date of termination.

In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any which may have been acquired as of the date of termination.

Included in exploration expenses are exploration costs that we incur in relation to generating new projects.

3 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.

Our general and administrative expenses have increased significantly now that we are operating as a public company and have added to our management team.

In particular, we incurred increased general and administrative expenses costs in 2023 compared to 2022 for salaries, non-cash stock-based compensation, compliance related costs and directors’ and officers’ insurance expense.

We have incurred increased general and administrative expenses in 2024 and 2023 compared to 2022 for salaries, non-cash stock-based compensation, compliance related costs and directors’ and officers’ insurance expense since operating as a public company following our initial public offering (“IPO”) in June 2022.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For the year ended December 31, 2024 we recorded a net loss attributable to common stockholders of $128.6 million ($1.07 per share), compared to $199.4 million ($1.95 per share) for the year ended December 31, 2023, which was a decrease of $70.8 million.

Significant contributors to this decrease in the loss for year ended December 31, 2024 included the recognition of a $50.7 million gain on the disposal of a subsidiary and a decrease of $27.3 million in share of loss of equity method investees.

Exploration expenses were $130.9 million for the year ended December 31, 2024 an increase of $4.2 million from $126.7 million for the year ended December 31, 2023.

Exploration expenses consisted of the following:

Year Ended December 31,

(In thousands) 2024 2023

Exploration Expenses:

Santa Cruz, USA $ 72,384 $ 57,203

San Matias, Colombia 14,756 28,068

Tintic, USA 11,274 13,131

Hog Heaven, USA 10,855 7,812

Unity, USA 3,052 147

White Hill, USA 1,775 1,451

Carolina, USA 1,201 1,337

Pinaya, Peru 755 958

Lincoln, USA 480 3,684

Project Generation and other 14,412 12,928

Total $ 130,944 $ 126,719

During the year ended December 31, 2024, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $72.4 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $57.2 million incurred in the year ended December 31, 2023.

Activities during the year ended December 31, 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 San Matias Project where $14.8 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2024 compared to $28.1 million in the year ended December 31, 2023.

Activities during the year ended December 31, 2024, focused on preparing for and commencing detailed engineering design of the Alacran Project;

• the Tintic Project where $11.3 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $13.1 million in the year ended December 31, 2023.

Activities during the year ended December 31, 2024 at Tintic were focused on diamond drilling in the Mammoth area;

• the Hog Heaven Project in Montana where $10.9 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $7.8 million in the year ended December 31, 2023.

Activities during the year ended December 31, 2024 at Hog Heaven were focused on diamond drilling in the Flathead Mine, West Flathead and Battle Butte areas.

General and administrative expenses were $44.7 million for the year ended December 31, 2024, a decrease of $3.5 million from $48.2 million in the year ended December 31, 2023.

Several items contributed to the decrease, including a $5.8 million decrease in non-cash stock-based compensation expense from $17.7 million for the year ended December 31, 2023 to $11.9 million for the year ended December 31, 2024 primarily due to less Ivanhoe Electric stock option and restricted stock units (“RSUs”) grants occurring in 2024 than 2023 due to 2023 including increased stock based compensation grants as we expanded our management team.

This decrease was offset by a $2.4 million increase in salary and wages from $4.7 million for the year ended December 31, 2023 to $7.1 million for the year ended December 31, 2024.

The increase in salary and wages was due to the creation of a Company short term incentive program in which bonuses of $1.8 million were expensed as general and administrative costs in March 2024 and also the impact of additional compensation costs related to building out our management and administrative teams to appropriately support our activities as a public company.

During the year ended December 31, 2024, we recorded $8.7 million share of loss of equity method investees which was a decrease of $27.3 million from the $36.0 million share of loss of equity method investee recorded for the year ended December 31, 2023.

The decrease in loss was due to the year ended December 31, 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.

The $50.7 million gain on the disposal of a subsidiary resulted from the sale of our 51% interest in VRB China.

As a result of the sale, we de-consolidated VRB China as of October 31, 2024 and accounted for our retained interest in VRB China using the equity method of accounting.

We have recorded our retained interest in VRB China at a fair value of $35.8 million and recognized a gain on the sale of the controlling interest of VRB China of $50.7 million.

Revenue for the year ended December 31, 2024 was $2.9 million, a decrease of $1.0 million from $3.9 million for the year ended December 31, 2023.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 98% of our revenue for the year ended December 31, 2024 ($2.8 million) and 33% for the year ended December 31, 2023 ($1.3 million).

VRB Energy’s energy storage system revenue represented 2% of our revenue for the year ended December 31, 2024 ($0.1 million) and 67% for the year ended December 31, 2023 ($2.6 million).

Year Ended December 31,

2024 2023 Percentage change

year-over-year

(In thousands)

Software licensing and data processing services:

Revenue $ 2,831 $ 1,300 118 %

Cost of sales 965 497 94 %

Gross profit 1,866 803 132 %

Energy storage systems:

Revenue $ 70 $ 2,603 (97) %

Cost of sales 52 2,489 (98) %

Gross profit 18 114 (85) %

Revenue $ 2,901 $ 3,903 (26) %

Cost of sales 1,018 2,986 (66) %

Gross profit 1,883 917 105 %

CGI’s revenue for the year ended December 31, 2024 was $2.8 million, an increase of $1.5 million from $1.3 million for the year ended December 31, 2023.

The increase of $1.5 million in CGI’s revenue in 2024 was a result of more data

processing services being contracted for by customers than in 2023.

CGI’s gross profit for the year ended December 31, 2024 was $1.9 million, a $1.1 million increase from $0.8 million for the year ended December 31, 2023.

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

VRB Energy’s energy storage system revenue for the year ended December 31, 2024 was $0.1 million, a decrease of $2.5 million from $2.6 million for the year ended December 31, 2023.

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

VRB Energy did not complete any installations or commissionings during the year ended December 31, 2024.

VRB Energy did record minor ancillary revenue of $0.1 million related to sales of certain monitoring system components by VRB China in October 2024 prior to VRB China being deconsolidated.

During the year ended December 31, 2023, VRB Energy delivered, installed and commissioned energy storage systems of 2.18MW/6.25MWh to customers, which resulted in $2.6 million of revenue being recognized.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

For the year ended December 31, 2023 we recorded a net loss attributable to common stockholders of $199.4 million ($1.95 per share), compared to $149.8 million ($1.91 per share) for the year ended December 31, 2022, which was an increase of $49.6 million.

2 unchanged sentences

Exploration expenses consisted of the following:

(In thousands) Year Ended

December 31, 2023 Year Ended

December 31, 2022

Year Ended December 31,

(In thousands) 2023 2022

Exploration Expenses:

3 unchanged sentences

Hog Heaven, USA 7,812 2,216

Lincoln, USA 3,684 1,312

Unity, USA 147 653

White Hill, USA 1,451 —

1 unchanged sentence

Pinaya, Peru 958 2,616

Lincoln, USA 3,684 1,312

Project Generation and other 12,928 15,274

2 unchanged sentences

• the Santa Cruz Project where $57.2 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $61.2 million incurred in the year ended December 31, 2022.

Activities during the year ended December 31, 2023, at Santa Cruz were focused on a program of exploration and infill resource, geotechnical, hydrological and metallurgical drilling, advancing technical studies, completing the updated mineral resource estimate released in February 2023 and the finalization of the IA and the National Instrument 43-101 Preliminary Assessment and Technical Report ("PEA") which were released on September 6, and September 11, 2023.

Activities during the year ended December 31, 2023, at Santa Cruz were focused on a program of exploration and infill resource, geotechnical, hydrological and metallurgical drilling, advancing technical studies, completing the updated mineral resource estimate released in February 2023 and the finalization of the Initial Assessment and the National Instrument 43-101 Preliminary Assessment and Technical Report ("PEA") which were released on September 6, and September 11, 2023.

• the San Matias Project where $28.1 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2023 compared to $18.5 million in the year ended December 31, 2022.

Activities during the year ended December 31, 2023, focused on continuing work on the National Instrument 43-101 feasibility study on the Alacran deposit which was completed in December 2023.

Activities during the year ended December 31, 2023, included infill geotechnical, metallurgical, hydrological and infill resource drilling, feasibility metallurgical test work, infrastructure, mine, mill and tailings facility design work, investigation of power supply options, environmental studies and market investigations;

Activities during the year ended December 31, 2023, included infill geotechnical, metallurgical, hydrological and infill resource drilling, feasibility metallurgical test

work, infrastructure, mine, mill and tailings facility design work, investigation of power supply options, environmental studies and market investigations;

• the Tintic Project where $13.1 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $2.3 million in the year ended December 31, 2022.

16 unchanged sentences

Revenue for the year ended December 31, 2023 was $3.9 million, a decrease of $4.5 million from $8.4 million for the year ended December 31, 2022.

December 31, 2023 Year Ended

December 31, 2022 Percentage change

Year Ended December 31,

2023 2022 Percentage change

year-over-year

16 unchanged sentences

The 2022 licensing of certain software for a one-time fee of $6.5 million had a direct impact on gross profit as the licenses had no underlying carrying value and therefore resulted in a $6.5 million gross profit being recognized for the year ended December 31, 2022.

VRB’s energy storage system revenue represented 67% of our revenue for the year ended December 31, 2023 ($2.6 million) and 8% for the year ended December 31, 2022 ($0.7 million).

During the year ended December 31, 2023, VRB delivered, installed and commissioned energy storage systems of 2.18MW/6.25MWh to customers, which resulted in $2.6 million of revenue being recognized.

VRB’s gross profit for the year ended December 31, 2023 was $0.1 million, a $2.0 million or 106% increase from the $1.8 million gross loss for the year ended December 31, 2022.

VRB’s gross loss for the year ended December 31, 2022 was largely due to an inventory impairment of $1.9 million being recognized in relation to the termination of a tolling agreement with a producer of ammonium metavanadate.

Research and development expenses for the year ended December 31, 2023 were $6.1 million, an increase of $1.1 million from the same period in 2022.

The increase is primarily attributable to incurring $2.9 million of Typhoon related research and development activities for the year ended December 31, 2023 compared to $0.2 million for the year ended December 31, 2022.

In 2023, we commenced design and development activities for our next generation of Typhoon TM equipment.

VRB Energy’s energy storage system revenue represented 67% of our revenue for the year ended December 31, 2023 ($2.6 million) and 8% for the year ended December 31, 2022 ($0.7 million).

VRB Energy’s gross profit for the year ended December 31, 2023 was $0.1 million, a $2.0 million or 106% increase from the $1.8 million gross loss for the year ended December 31, 2022.

VRB Energy’s gross loss for the year ended December 31, 2022 was largely due to an inventory impairment of $1.9 million being recognized in relation to the termination of a tolling agreement with a producer of ammonium metavanadate.

Stock-Based Compensation

During the year ended December 31, 2023, we granted stock options to certain employees of the Company.

During the year ended December 31, 2024, we granted 2.2 million stock options to certain employees of the Company.

The fair value of the option grants was determined using the Black-Scholes option-pricing model as follows:

February 1, 2023 Grant Date March 1, 2023 Grant Date July 1, 2023 Grant Date August 9, 2023 Grant Date December 1, 2023 Grant Date

Number of options granted 500,000 100,000 100,000 200,000 50,000

Exercise price $13.23 $15.46 $13.04 $16.03 $11.75

Black-Scholes option-pricing model fair value $7.22 $8.53 $6.95 $8.46 $5.96

In addition, in January 2023, we granted 750,000 RSUs to a new senior officer of the Company which had a fair value on the grant date of $12.15 per share.

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

The fair value of the option grant was determined using the Black-Scholes option-pricing model as $3.46 per share;

• 0.4 million stock options issued on April 8, 2024 at an exercise price of $13.50.

The fair value of the option grant was determined using the Black-Scholes option-pricing model as $4.72 per share.

Liquidity, Capital Resources and Capital Requirements

3 unchanged sentences

We have not generated any revenue from our mining projects and do not expect to generate any revenue from our mining projects for the foreseeable future.

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

At December 31, 2023, and 2022, we had cash and cash equivalents of $205.0 million and $139.7 million, respectively, and a working capital of $176.8 million and $133.6 million, respectively.

Of the total cash and cash equivalents at December 31, 2023, and December 31, 2022, $15.0 million and $20.7 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 February 26, 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.

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

At December 31, 2024, we had cash and cash equivalents of $41.0 million and a working capital balance of $35.9 million.

Of the total cash and cash equivalents at December 31, 2024, $11.2 million was not available for the general corporate purposes of the Company as this amount was held by non-wholly-owned subsidiaries.

On February 14, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $66.0 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.

Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant (the "Warrants").

Each of the currently outstanding 11,794,872 whole Warrants is exercisable to purchase one share of our common stock at a price of $7.00 per share until February 17, 2026.

We intend to use the net proceeds of the offering on the preliminary feasibility study for the Santa Cruz Project, land acquisition payments, drilling and other exploration activities and for other working capital and general corporate purposes.

As at February 27, 2025, we believe that we 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;

provided, however, that if we make a development decision at the Santa Cruz Project within the next 12 months, our need for additional financing will be accelerated.

We have based these estimates on our current assumptions which may require future adjustments based on our ongoing business and development decisions.

Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.

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 December 31, 2023

The table below discloses the amounts of cash disaggregated by currency denomination as of December 31, 2023 in each jurisdiction that our affiliated entities are domiciled.

Consolidated Cash Balances as of December 31, 2024

The table below discloses the amounts of consolidated cash disaggregated by currency denomination as of December 31, 2024 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

4 unchanged sentences

USA $ 26,686 $ 1,085 $ — $ — $ 27,771

Singapore 6,609 — — — — 6,609

Canada 2,905 475 — — — 3,380

Colombia 5,000 — 4,851 — 9,851

China — — 930 — — 930

Cayman Islands 806 2 — — — 807

British Virgin Islands 683 2 — — — 685

Canada 607 1,359 — — 1,966

Other 1,064 219 — 100 1,383

Total $ 33,357 $ 2,663 $ 4,851 $ 100 $ 40,971

Our subsidiary VRB, domiciled in the Cayman Islands, is subject to certain foreign exchange restrictions with respect to its PRC subsidiaries.

There are foreign exchange policies in the PRC that limit the amount of capital that can be directly transmitted offshore from VRB’s PRC subsidiaries to VRB.

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 years ended December 31, 2023 and 2022.

Refer to Note 17 of our consolidated financial statements which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

Refer to Note 19 of our consolidated financial statements which outlines 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 5,975 acres of 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.

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

In November 2024, Ivanhoe Electric repaid $12.1 million, plus accrued interest of the promissory note.

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

Convertible Bond — VRB Energy.

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

The bond has a five-year term and interest accrues at a rate of 8% per annum.

Prior to the maturity date, the convertible bond will be automatically

converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.

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

Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.

If no equity financing or sale event occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026.

Bridge Loan — Cordoba.

In November 2023, JCHX advanced a short-term loan of $4 million to Cordoba in connection with the strategic arrangement for the joint development of Cordoba’s Alacran Project.

The short-term loan bears simple interest at 12% per annum which is payable on its maturity date, which is the earlier of (i) 12 months after the date of the loan agreement, and (ii) the date the second installment of $40 million becomes payable by JCHX under the $100 million strategic arrangement.

If the maturity date occurs as the date of the second installment, the outstanding amount under the Loan may be deducted from the second installment.

In early January 2024, the $4 million loan was fully settled.

In December 2024, Cordoba entered into a $5.0 million bridge financing loan agreement with JCHX.

The loan bears simple interest at 10% per annum for the first six months of the loan agreement, and 12% per annum for the remaining months of the loan agreement.

The Bridge Loan is payable on the maturity date, which is the earlier of (i) 36 months after the date of the loan agreement, and (ii) the date the third installment of $20.0 million becomes payable by JCHX under the strategic arrangement.

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

(In thousands) Year Ended

December 31, 2023 Year Ended

December 31, 2022

Year Ended December 31,

(In thousands) 2024 2023 2022

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.

Net cash used in operating activities for the year ended December 31, 2023 was $150.5 million, an increase of $34.8 million from the $115.7 million of net cash used for the year ended December 31, 2022.

The net cash used in operating activities for the year ended December 31, 2024 of $162.1 million primarily was the result of $126.5 million of cash exploration expenditures and $32.8 million of cash general and administrative costs.

The net cash used in operating activities for the year ended December 31, 2023 of $150.5 million primarily was the result of $120.2 million of cash exploration expenditures and $30.5 million of cash general and administrative costs.

The net cash used in operating activities for the year ended December 31, 2022 of $115.7 million primarily was the result of $96.7 million of cash exploration expenditures and $23.9 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 year ended December 31, 2024 of $14.5 million was mainly attributable to $10.6 million related to payments for exploration properties, $2.9 million for the purchases of property, plant and equipment and $1.1 million for the purchase of investments that are subject to significant influence.

The $10.6 million of cash used for purchases of exploration properties largely consisted of a payment of $10.3 million for the Santa Cruz Project.

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

Net cash used in investing activities for the year ended December 31, 2023 of $150.8 million was mainly attributable to $80.5 million related to acquisitions of exploration properties and $68.7 million for purchases of investments subject to significant influence.

The $80.5 million of payments for mineral interests included $76.6 million paid to acquire land at the Santa Cruz Project and $3.5 million of option payments at our Tintic Project.

The $68.7 million for purchases of investments subject to significant influence primarily consists of our $66.0 million investment in the Ma'aden Joint Venture.

The $80.5 million of payments for exploration properties, included $76.6 million paid to acquire land at the Santa Cruz Project and $3.5 million of option payments at our Tintic Project.

The $68.7 million for purchases of

investments subject to significant influence primarily consists of our $66.0 million investment in the Ma'aden Joint Venture.

Net cash used in investing activities for the year ended December 31, 2022 of $48.4 million was mainly attributable to $35.9 million for payments for exploration properties, and $8.5 million for payments for property, plant and equipment.

The $35.9 million of cash used for purchases of exploration properties related to $28.0 million for the Santa Cruz Project and $7.6 million of payments for the Tintic Project.

The $8.5 million for payments for property, plant and equipment largely relates to a $7.1 million deposit made to I-Pulse for the purchase of six Typhoon™ transmitters to be delivered in stages over approximately the three years.

Financing activities.

During the year ended December 31, 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 $26.4 million during the year ended December 31, 2024 in relation to financing its Alacran project through its strategic arrangement with JCHX and also received a $5.0 million bridge loan from JCHX.

During the year ended December 31, 2024, we also made a $12.1 million repayment of the promissory note.

During the year ended December 31, 2023 there was $366.5 million of net cash provided by financing activities which was primarily from the $319.6 million in net proceeds we raised through issuances our common stock.

11 unchanged sentences

$ 36,572 $ 12,409 $ 24,163 $ — $ —

Long-term debt obligations (2)

Convertible debt (2)

30,942 — 30,942 — —

Typhoon purchase obligations 6,010 4,153 1,857 — —

Loan from related party (3)

Due to related party (3)

5,001 5,001 — — —

Leases 2,753 1,003 1,611 139 —

Typhoon purchase obligations 2,621 1,747 874 — —

Total material cash obligations $ 77,889 $ 20,160 $ 57,590 $ 139 $ —

(1) The promissory note was issued as part of the consideration for the acquisition of certain land for the Santa Cruz Project.

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

(2) The $24.0 million convertible bond issued by VRB that matures in 2026 if not converted to common shares of VRB prior to such date.

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

As of December 31, 2024, the value of the note payable including accrued interest was $36.6 million.

(2) The $24.0 million convertible bond issued by VRB Energy matures in 2026 if not converted to common shares of VRB Energy prior to such date.

As of December 31, 2024, the value of the convertible bond including accrued interest was $30.9 million.

(3) JCHX advanced a short-term loan of $4 million to Cordoba in connection with the strategic arrangement for the joint development of Cordoba’s Alacran Project.

The loan was fully repaid in January 2024.

(3) In December 2024, JCHX advanced a bridge loan of $5.0 million to Cordoba.

The bridge loan is payable on the maturity date, which is the earlier of (i) 36 months after the date of the loan agreement, and (ii) the date the third installment of $20.0 million becomes payable by JCHX under the strategic arrangement.

As of December 31, 2024, the value of the bridge loan including accrued interest was $5.0 million.

Off Balance Sheet Arrangements

20 unchanged sentences

The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option and volatility, which can have a significant impact on the valuation model and resulting expense recorded.

We granted 950,000 stock options during the year ended December 31, 2023.

We granted 2.2 million stock options during the year ended December 31, 2024.

The table below details the options granted and the Black-Scholes option pricing model assumptions used to compute the fair value of the options:

February 1, 2023 Grant Date March 1, 2023 Grant Date July 1, 2023 Grant Date August 9, 2023 Grant Date November 1, 2023 Grant Date

Number of options granted 500,000 100,000 100,000 200,000 50,000

March 11, 2024 Grant Date

April 8, 2024 Grant Date

Number of options granted 1.8 million

Exercise price $13.50 $13.50

2 unchanged sentences

Risk-free interest rate 4.2% 4.6%

Dividend yield nil nil nil nil nil

Dividend yield nil nil

Estimated volatility 61.6% 60.1%

Expected option life 4 years 4 years 4 years 4 years 4 years

Expected option life 4 years 4 years

The risk-free interest rate assumption was based on the U.S.

4 unchanged sentences

We make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits, including interest and penalties.

We are subject to income tax laws in many jurisdictions, including the United States, Canada, Colombia, Peru, Australia, the Ivory Coast and the PRC.

We are subject to income tax laws in many jurisdictions, including the United States, Colombia, Peru, Canada, Australia, the Ivory Coast and the PRC.

We report income tax in accordance with U.S.

5 unchanged sentences

The extent to which a valuation allowance is warranted may vary as a result of changes in our estimates of future taxable income.

In addition to the potential generation of future taxable income through the establishment of

economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.

In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.

We recognize the effect of uncertain income tax positions if those positions are more likely than not of being sustained.

2 unchanged sentences

We had no uncertain tax positions as of December 31, 2024.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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-K

Item 7. Management’s Discussion and Analysis