What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-26 · 336 added, 253 removed, 947 unchanged (38% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Ivanhoe Electric Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting..

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Ma’aden Joint Venture — Refer to Notes 6 to the financial statements

BHP Exploration Alliance — Refer to Note 6 to the financial statements.

Critical Audit Matter Description

On July 6, 2023, the Company closed an agreement with Saudi Arabian Mining Company Ma’aden (“Ma’aden”) and entered into an Investor Rights Agreement, a Shareholders’ Agreement, and other instruments contemplated thereby.

This included the establishment of a 50/50 exploration joint venture between Ma’aden and the Company to explore prospective land in Saudi Arabia, for which the Company contributed funds and Ma’aden contributed access to land to be used for conducting the exploration activities of the joint venture.

To determine the accounting treatment of the joint venture management was required to make judgments and as such, auditing the accounting treatment required complex analysis and consideration which resulted in an increased extent of audit effort, including the need to involve technical accounting specialists.

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

(“BHP”), which established the framework for BHP and the Company to explore mutually agreed “Areas of Interest” in the United States, for which the Company provided access to one Typhoon™ system and BHP contributed funding to be used to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures.

To determine the accounting treatment of the Arrangement, management was required to make judgments and as such, auditing the accounting treatment required complex analysis and consideration which resulted in an increased extent of audit effort, including the need to involve technical accounting specialists.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of technical accounting specialists, our audit procedures related to management’s determination of the accounting treatment of the joint venture included the following, among others:

• Evaluated the effectiveness of controls over management’s determination of accounting treatment of the joint venture;

• Assessed the information in the agreements to evaluate that all relevant factors were analyzed;

• Evaluated management’s determination of the accounting treatment of the joint venture by analyzing specific facts and circumstances against relevant accounting guidance.

JCHX Transaction- Refer to Notes 16 to the financial statements

Our audit procedures related to management’s determination of the accounting treatment of the Arrangement included the following, among others:

• Evaluated the effectiveness of controls over management’s determination of accounting treatment of the Arrangement;

• With the assistance of technical accounting specialists:

o Assessed the information in the agreements to evaluate that all relevant factors were analyzed;

o Evaluated management’s determination of the accounting treatment of the Arrangement by analyzing specific facts and circumstances against relevant accounting guidance.

VRB Energy, Inc.

Joint Venture — Refer to Note 17 to the financial statements

Critical Audit Matter Description

On May 8, 2023, the Company through its subsidiary Cordoba Minerals Corp (“Cordoba”) closed with JCHX Mining Management Co., Ltd (“JCHX") a $100 million strategic arrangement (the “JCHX Transaction”) for the joint-development of the Alacran Project in Colombia.

Upon closing, JCHX funded the initial installment towards its 50% ownership interest in CMH Colombia S.A.S.

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

To determine the accounting treatment of the JCHX Transaction, management was required to make judgments and as such, auditing the accounting treatment required complex analysis and consideration which resulted in an increased extent of audit effort, including the need to involve technical accounting specialists.

On October 15, 2024, VRB Energy, Inc.

(“VRB Energy”), a 90% owned subsidiary of Ivanhoe Electric Inc., entered into an agreement with China Energy Storage Industry Co., Ltd.

(“Red Sun”) to form a joint venture (“VRB China”) in VRB Energy's existing operation in China, with Red Sun owning 51% and VRB Energy owning 49% of the joint venture (the “Transaction”).

As a result of the Transaction, VRB Energy de-consolidated VRB China and accounted for the retained interest in VRB China using the equity method of accounting and recognized a gain on the sale of the controlling interest of VRB China.

To determine the accounting treatment surrounding de-consolidating VRB China, specifically around control over the joint venture, management was required to make judgments and assess complex agreements.

As such, auditing the accounting treatment required complex analysis and consideration which resulted in an increased extent of audit effort, including the need to involve technical accounting specialists.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of technical accounting specialists, our audit procedures related to management’s determination of the accounting treatment of the JCHX Transaction included the following, among others:

• Evaluated the effectiveness of controls over management’s determination of accounting treatment of the JCHX Transaction;

• Assessed the information in the JCHX Transaction agreements to evaluate that all relevant matters in the agreement have been considered;

• Evaluated management’s determination of the accounting treatment of the JCHX Transaction by analyzing specific facts and circumstances against relevant accounting guidanc e .

Our audit procedures related to the accounting treatment surrounding de-consolidating VRB China and management’s determination of the assessment of control over the joint venture included the following, among others:

• Evaluated the effectiveness of controls over management’s determination of accounting treatment surrounding the de-consolidation of VRB China;

• With the assistance of technical accounting specialists, assessed the accounting treatment surrounding de-consolidating VRB China, specifically around control over the joint venture by:

o Analyzing the information in the agreements to evaluate that all relevant factors were considered;

o Evaluating the Company’s control over the joint venture by assessing equity ownership, voting rights, variable interest and primary beneficiary, by giving consideration to agreements, board minutes, and others, as applicable;

o Evaluating management’s determination of the accounting treatment of de-consolidating VRB China by analyzing specific facts and circumstances against relevant accounting policies and legal practices.

/s/ Deloitte LLP

Chartered Professional Accountants Vancouver, Canada

Chartered Professional Accountants

Vancouver, Canada

February 27, 2025

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/s/ Deloitte LLP

Chartered Professional Accountants Vancouver, Canada

Chartered Professional Accountants

Vancouver, Canada

February 27, 2025

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Cash and cash equivalents $ 40,971 $ 205,043

Restricted cash 4,338 —

Accounts and other receivables 21,569 3,326

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Property, plant and equipment 9,667 6,645

Intangible assets 123 1,249

Other non-current assets 3,471 5,686

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Note payable, current 12,409 12,672

Deferred exploration liability 4,101 —

Due to related party 5,001 4,000

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Deferred income taxes 4,049 4,845

Due to related party — 10,010

Lease liabilities, net of current portion 1,561 1,199

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Accumulated other comprehensive income ( 3,276 ) ( 2,073 )

Equity attributable to the Company 374,251 206,375

Equity attributable to common stockholders 268,641 374,250

Non-controlling interests 11,790 2,031

6 unchanged sentences

Years ended December 31, 2024, 2023 and 2022

2024 2023 2022

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

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Interest expense, net 2,585 2,960 972

Foreign exchange (gain) loss ( 1,274 ) 1,327

Foreign exchange loss (gain) 665 ( 1,274 ) 1,327

Share of losses from significant influence investments 8,668 35,952 3,711

Loss on revaluation of investments 963 1,450

Gain on disposal of subsidiary ( 50,685 ) — —

Loss on revaluation of investments, net 2,162 963 1,450

Loss on revaluation of convertible debt — — 18,965

6 unchanged sentences

Net loss 140,270 216,075 160,221

Other comprehensive income, net of tax:

Other comprehensive loss (income), net of tax:

Foreign currency translation adjustments 1,028 1,359 ( 560 )

Other comprehensive income 1,359 ( 560 )

Other comprehensive loss (income) 1,028 1,359 ( 560 )

Comprehensive loss $ 141,298 $ 217,434 $ 159,661

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Net loss — — — ( 149,813 ) — ( 10,408 ) ( 160,221 )

Other comprehensive loss — — — — 313 247 560

Other comprehensive income — — — — 313 247 560

Issuance of common stock, net of issuance costs 14,388,000 2 158,048 — — — 158,050

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Balance at December 31, 2023 120,025,264 12 777,816 ( 401,505 ) ( 2,073 ) 2,031 376,281

Net loss — — — ( 128,622 ) — ( 11,648 ) ( 140,270 )

Other comprehensive (loss) income — — — — ( 1,203 ) 175 ( 1,028 )

Issuance of common stock;

Kaizen arrangement 116,413 — 952 — — — 952

Issuance of common stock;

earn-in payment 12,765 — 95 — — — 95

Settlement of restricted share units 304,213 — — — — — —

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

Stock options exercised 151,485 — 867 — — — 867

Stock-based compensation — — 14,718 — — 246 14,964

Taxes paid on net settlement of RSU's — — ( 870 ) — — — ( 870 )

Non-controlling interests investment in subsidiary — — 9,387 — — 20,992 30,379

Other changes in non-controlling interests — — ( 933 ) — — ( 6 ) ( 939 )

Balance at December 31, 2024 120,612,112 $ 12 $ 802,032 $ ( 530,127 ) $ ( 3,276 ) $ 11,790 $ 280,431

IVANHOE ELECTRIC INC.

2 unchanged sentences

Years ended December 31, 2024, 2023 and 2022

2024 2023 2022

Operating activities

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Stock-based compensation 14,964 20,963 4,833

Non-cash exploration expense 2,340 1,273

Non-cash research and development expense 941 —

Non-cash exploration and research and development expense 95 3,281 1,273

Loss on de-recognition of mineral interest 1,300 — 5,700

Interest expense 2,899 3,707 2,071

Unrealized foreign exchange (gain) loss ( 1,293 ) 1,332

Unrealized foreign exchange loss (gain) 527 ( 1,293 ) 1,332

Share of losses from significant influence investments 8,668 35,952 3,711

Loss on revaluation of investments 963 1,450

Gain on disposal of subsidiary ( 50,685 ) — —

Loss on revaluation of investments, net 2,162 963 1,450

Loss on revaluation of convertible debt — — 18,965

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Accounts payable and accrued liabilities ( 7,859 ) 1,879 2,727

Deferred exploration liability 4,101 — —

Other operating assets and liabilities 885 1,634 ( 2,144 )

4 unchanged sentences

Purchase of investments subject to significant influence ( 1,127 ) ( 68,681 ) ( 3,973 )

Cash acquired on acquisition of subsidiary 227 — —

Net cash used in investing activities ( 14,470 ) ( 150,766 ) ( 48,384 )

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Non-controlling interests investment in subsidiary 26,380 39,454 —

Payment on promissory note ( 12,081 ) — —

Proceeds from exercise of stock options 867 3,422 181

Taxes paid on net settlement of RSU's ( 870 ) — —

Other ( 401 ) ( 44 ) ( 21 )

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Effect of foreign exchange rate changes on cash and cash equivalents ( 2,063 ) 210 ( 482 )

Increase in cash and cash equivalents 65,383 89,810

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

(Decrease) increase in cash and cash equivalents and restricted cash ( 159,734 ) 65,383 89,810

Cash, cash equivalents and restricted cash, beginning of the year 205,043 139,660 49,850

Cash, cash equivalents and restricted cash, end of the year $ 45,309 $ 205,043 $ 139,660

Restricted cash, end of the year 4,338 — —

Cash and cash equivalents, end of the year $ 40,971 $ 205,043 $ 139,660

2 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 $ 1,047 $ — $ 171,251

Non-controlling interests investment in subsidiary 4,000 10,546 —

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

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

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

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

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

IVANHOE ELECTRIC INC.

4 unchanged sentences

Ivanhoe Electric Inc.

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

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

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

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

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

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Ivanhoe Electric had an ownership interest in Cordoba of 62.5 % as at December 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 December 31, 2023 (December 31, 2022 — 82.7 %).

On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen that were not already beneficially owned by Ivanhoe Electric (Note 25).

Basis of preparation:

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(b) Principles of consolidation:

The consolidated financial statements of the Company include the accounts those subsidiaries where it directly or indirectly has more than 50% of the voting rights and/or has control over the subsidiary.

The consolidated financial statements of the Company include the accounts of those subsidiaries where it directly or indirectly has more than 50% of the voting rights and/or has control over the subsidiary.

For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity.

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Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

The Company’s VIE’s are discussed in Note 15 (Earn-in Options) and Note 17 (Non-controlling Interests).

The Company’s VIE’s are discussed in Note 16 (Earn-in option agreements) and Note 19 (Non-controlling interests).

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The Company has not applied hedge accounting to any derivatives.

(j) Mineral interests and exploration expense

Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as mineral interests.

(j) Exploration properties and exploration expense

Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties.

Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized.

Commercial feasibility is

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.

feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.

Mineral interests are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves.

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Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.

Operating Leases

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

Operating Leases

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

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Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization is recognized on a straight-line basis over the asset estimated useful lives.

Amortization is recognized on a straight-line basis over the assets estimated useful lives.

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

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A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct.

Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of

Determining whether products or

IVANHOE ELECTRIC INC.

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dollars, unless otherwise indicated)

accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment.

services are distinct performance obligations that should be accounted for separately, or combined as one unit of accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment.

For short term contracts with a single deliverable, the Company recognizes revenue at the point in time when it transfers control of a distinct performance obligation to a customer.

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The Company accrues for the estimated cost of the warranty on products shipped upon recognition of the sale of the product.

The costs are estimated based on actual historical expenses incurred and on estimated future expenses related to current sales, and are updated each reporting period.

The costs are

IVANHOE ELECTRIC INC.

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dollars, unless otherwise indicated)

estimated based on actual historical expenses incurred and on estimated future expenses related to current sales, and are updated each reporting period.

(ii) Asset retirement obligations:

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Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date.

Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

term of the asset or liability, and model-based valuation techniques (e.g.

the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Significant areas requiring the use of estimates are as follows

(i) Useful lives of property, plant and equipment and finite life intangible assets:

Changes in technology or the Company’s intended use of these assets, as well as changes in business prospects or economic and industry factors, may cause the estimated useful lives of these assets to change.

(i) Recoverable value of exploration properties:

The Company reviews and evaluates exploration properties 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 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.

By nature, significant changes in these factors are reasonably possible to occur periodically, which could materially impact our financial statements

(ii) Impairment indicators in equity securities:

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Recently adopted accounting standards and recent accounting pronouncements:

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 was issued 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 on January 1, 2024 and currently does not expect any 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 was issued to clarify the guidance in Topic 820,

Segment reporting

The Company adopted ASU 2023-07 effective January 1, 2024.

This update was issued to improve the disclosures about a public entity’s reportable segments by requiring disclosure of incremental segment information on an annual

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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 currently does not expect any impact on the consolidated financial statements.

and interim basis.

The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

Recent accounting pronouncements not yet adopted

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

3 unchanged sentences

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

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update was issued to improve the disclosures about a public entity’s reportable segments by requiring disclosure of incremental segment information on an annual and interim basis.

The Company is required to adopt ASU 2023-07 on January 1, 2024 and is currently evaluating the expected impact on the consolidated financial statements.

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

1 unchanged sentence

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 will be required to disclose specific categories in the rate reconciliation if quantitative thresholds are met.

The amount of income taxes paid, if any, will be required to be disaggregated by federal, state and foreign taxes.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The Company is required to adopt ASU 2024-03 on January 1, 2027 and is currently evaluating the expected impact on the consolidated financial statements.

1 unchanged sentence

Of the total cash and cash equivalents at December 31, 2024 and 2023, $ 11.2 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 (Note 19).

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

Investments subject to significant influence:

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

Others include its investments in Sama Resources Inc.

(“Sama”), Sama Nickel Corporation (“SNC”), and Go2Lithium Inc.

("Go2Lithium").

The Company has elected to carry its investments in common shares of the publicly-traded companies subject to significant influence at fair value.

Restricted cash and deferred exploration liability:

On May 7, 2024, the Company entered into an Exploration Alliance Agreement ("the Alliance") 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.

The 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 the Company and BHP would provide funding on a 50/50 basis.

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

On August 19, 2024, BHP provided initial funding in the amount $ 6.0 million, which is solely for funding exploration activities of the Alliance.

The funding has been recorded as restricted cash, with an offsetting credit recorded as a deferred exploration liability.

As at December 31, 2024, the restricted cash balance was $ 4.3 million, as $ 1.7 million in cash was spent on exploration activities.

The Company is using the equity method of accounting for the Areas of Interest as it was determined that they are subject to joint control.

IVANHOE ELECTRIC INC.

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dollars, unless otherwise indicated)

Accounts receivable:

2024 December 31,

Trade accounts receivable $ 762 $ 1,041

Other receivables (Note a) 20,807 2,285

$ 21,569 $ 3,326

(a) Other receivables includes $ 20.0 million receivable by VRB in relation to the transaction described in Note 17.

Investments subject to significant influence:

The Company’s principal investments subject to significant influence are its investment in Ma'aden Ivanhoe Electric Exploration and Development Limited Company ("Ma'aden Joint Venture") and VRB Energy System (Beijing) Co., Ltd.

(“VRB China”).

Others include its investments in Sama Resources Inc.

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

The Company has elected to carry its investments in common shares of the publicly-traded companies subject to significant influence at fair value.

Equity Method Carried at fair value

Ma'aden Joint Venture (Note a) SNC

(Note c) Go2Lithium (Note d) Sama

(Note b) SRQ Fjordland Total

Ma'aden Joint Venture (Note a) VRB China (Note b) SNC

(Note c) Other Sama

(Note d) Other Total

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

Investment 66,013 — 2,668 1,310 — — 69,991

Share of (losses) income ( 34,407 ) — ( 2,665 ) 1,120 — — ( 35,952 )

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

Change in fair value — — — — ( 640 ) 739 99

Share of loss — ( 3,711 ) — — — — ( 3,711 )

Impairment — — — — — — —

Reclassification to other investments — — — — — ( 1,603 ) ( 1,603 )

Foreign currency translation — — 3 39 — — 42

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

Disposal of subsidiary — 35,761 — ( 623 ) — — 35,138

Investment — — 440 689 — — 1,129

Share of income (losses) ( 34,407 ) ( 2,665 ) 1,120 — — — ( 35,952 )

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

Share of (losses) income ( 11,217 ) 4,839 ( 827 ) ( 1,463 ) — — ( 8,668 )

Acquisition — — ( 489 ) — — — ( 489 )

Change in fair value — — — — ( 1,030 ) — ( 1,030 )

Reclassification to other investments — — — — ( 1,294 ) ( 309 ) ( 1,603 )

Other — — — ( 177 ) — — ( 177 )

Foreign currency translation — — ( 20 ) ( 126 ) — — ( 146 )

3 unchanged sentences

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.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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.

3 unchanged sentences

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.

("I-Pulse") whereby the Ma’aden Joint Venture purchased three Typhoon™ units 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”).

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

At December 31, 2024, the Ma’aden Joint Venture owes the Company $ 0.2 million for costs that the Company incurred on behalf of the Ma’aden Joint Venture (December 31, 2023 - $ 1.3 million).

Summarized financial information for the Ma’aden Joint Venture is as follows:

As at and for the year ended December 31

Current assets $ 34,612 $ 65,420

Non-current assets 12,530 —

Current liabilities 6,182 2,007

Non-current liabilities 181 —

Equity 40,779 63,413

Net loss $ 22,434 $ 68,814

(b) VRB China:

On October 15, 2024, VRB entered into a transaction to reduce its ownership interest in VRB China from 100 % to 49 %, with the change in control becoming effective on October 31, 2024.

As a result, VRB de-consolidated VRB China and began equity accounting for its retained interest.

Refer to Note 17 for further information on the transaction.

The Company’s share of VRB China’s income recognized for the year ended December 31, 2024 includes a $ 6.2 million gain recognized upon VRB China receiving a capital increase of $ 12.7 million (Note 17).

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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.

At December 31, 2023 the Ma’aden Joint Venture owes the Company $ 1.3 million for costs that the Company incurred on behalf of the Ma’aden Joint Venture.

Summarized financial information for VRB China is as follows:

As at December 31:

Current assets $ 18,750

Non-current assets 2,497

Current liabilities 5,212

Non-current liabilities 173

Equity 15,862

For the period November 1 to December 31:

Net loss $ 2,776

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 ("Samapleu 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 its exploration property in the Ivory Coast.

Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel — copper projects in Ivory Coast, West Africa.

As at December 31, 2024, the Company owned 22.7 % (December 31, 2023 — 22.7 %) of the issued and outstanding common shares in Sama.

The Company has an earn-in agreement with Sama (Note 15), whereby the Company can earn up to a 60 % interest in SNC, a subsidiary of Sama that owns the Ivory Coast Project.

As at December 31, 2023, the Company owned 30 % (December 31, 2022 - 30 %) of the issued and outstanding common shares in SNC.

The Company accounts for its 30 % interest in SNC using the equity method.

(d) Go2Lithium:

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

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

Exploration properties:

(Note a) Tintic

(Note c) Pinaya

(Note d) Other Total

Balance at January 1, 2021 35,075 19,588 15,315 2,511 550 73,039

(Note c) Other Total

Balance at December 31, 2022 $ 40,880 $ 27,138 $ 15,315 $ 3,425 $ 86,758

Acquisition costs 125,612 3,525 — 400 129,537

De-recognition ( 5,700 ) — — — — ( 5,700 )

Foreign currency translation — — — ( 5 ) ( 5 )

1 unchanged sentence

Acquisition costs 10,300 40 — 529 10,869

De-recognition (Note d) — — — ( 1,300 ) ( 1,300 )

Foreign currency translation — — — 17 17

4 unchanged sentences

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 paid a total of $ 34.3 million to the seller as of closing.

The Company also issued a secured promissory note to the seller in the amount of $ 82.6 million, with a balance of $ 36.6 million owing at December 31, 2024 (Note 11).

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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

The Company also issued a secured promissory note to the seller in the amount of $ 82.6 million (Note 10).

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.

(ii) Assignment agreement:

On October 27, 2021, the Company entered into an agreement with Central Arizona Resources Ltd.

(“CAR”), a private company, which included the acquisition of the option agreement CAR held over the Santa Cruz mineral title owned by DRH Energy Inc.

The total consideration paid to CAR for the assignment of the option and surface access agreements to the Company was as follows:

• $ 2.5 million paid in October 2021;

• $ 2.5 million paid in April 2022;

• $ 15.0 million and issuance of 945,626 shares of common stock of the Company upon completion of the Company’s IPO on June 30, 2022.

(iii) Option agreement:

The option agreement provides the Company with the right, but not the obligation, to acquire 100 % of the mineral title of the Santa Cruz Project by paying $ 27.9 million to DRHE over three years .

As at December 31, 2023, $ 17.9 million in cash payments have been made, $ 17.4 million of which were capitalized as exploration mineral interests.

The deadline to exercise the option is August 16, 2024, at which time the final $ 10.0 million payment becomes due.

The payments are payable in cash or common stock of the Company at the discretion of DRHE.

(iv) Terminated land purchase:

In September 2022, the Company elected to terminate a transaction to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights.

Prior to termination of the agreement the Company had capitalized $ 5.7 million in non-refundable payments.

These payments have been de-recognized and recorded as exploration expenses in the consolidated statement of loss (Note 14).

(ii) Option agreement:

Pursuant to an agreement entered into in 2021, the Company had an option agreement that provided the Company with the right to acquire 100 % of the mineral title of the Santa Cruz Project for consideration of $ 27.9 million.

In August 2024, the Company completed the final $ 10.0 million payment to exercise its option to acquire 100 % ownership of the mineral rights at the Santa Cruz project.

Following this transaction, the Company now owns 100 % of the mineral and surface rights for the Santa Cruz project.

(b) The Tintic Project is a copper-gold-silver project in the Tintic District of Utah, USA.

Pursuant to agreements entered into in 2017 and 2018, the Company obtained the right to explore the underlying assets and to acquire or optionally acquire specified mineral rights of the underlying assets by making scheduled payments.

Payments under these agreements are capitalized as acquisition costs while costs associated with exploring the properties are expensed as exploration costs.

In 2023, the Company made option payments of $ 3.5 million, which completed its purchase of 100 % of the assets included in the agreements.

In 2023, the Company completed its purchase of 100 % of the assets included in the agreements.

(c) The San Matias Project is Cordoba’s project in Colombia, which includes 100 % of the Alacran Deposit and satellite deposits at Montiel East, Montiel West and Costa Azul.

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

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

Refer to Note 18 for further details regarding the strategic arrangement.

(d) The Pinaya Project is 100 % indirectly owned by Kaizen and covers 101 square kilometers of granted title, 28 square kilometers under application and includes 10 kilometers of underexplored strike length in southeastern Peru.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Other non-current assets:

December 31, 2023 December 31, 2022

Deposit (Note a) $ 4,233 $ 7,128

Related party advances (Note 19) 1,169 1,987

Other 161 181

$ 5,563 $ 9,296

(a) The Company has a deposit relating to a contract to purchase additional Typhoon™ transmitters (Note 19).

(d) In August 2024, the Company elected to terminate two exploration projects.

Previously capitalized acquisition costs in the amount of $ 1.3 million have been de-recognized and recorded as exploration expenses in the consolidated statement of loss.

Accounts payable and accrued liabilities:

11 unchanged sentences

Balance at December 31, 2023 48,916

Finance expense 4,429

Payment ( 16,773 )

Balance at December 31, 2024 $ 36,572

Current portion 12,409

1 unchanged sentence

Balance at December 31, 2024 $ 36,572

In connection with the land acquisition described in Note 7, the Company issued a secured promissory note in the amount of $ 82.6 million.

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

• $ 34.3 million, plus accrued interest, 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.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

In connection with the land acquisition described in Note 9, the Company issued a secured promissory note in the amount of $ 82.6 million.

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

• $ 34.3 million, plus accrued interest, 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.

A payment of $ 12.1 million plus accrued interest was paid in November 2024.

Convertible debt:

Series 1 Convertible Notes (Note a) Series 2 Convertible Notes (Note a) VRB

(Note b) Total

Balance at December 31, 2022 $ 25,918

Debt issuance — 86,200 — 86,200

Finance expense 2,454

Change in fair value 8,709 10,256 — 18,965

Conversion to common stock ( 63,684 ) ( 96,456 ) — ( 160,140 )

Balance at December 31, 2023 28,372

1 unchanged sentence

Balance at December 31, 2024 $ 30,942

(a) Ivanhoe Electric Convertible Notes:

(i) Series 1 Convertible Notes:

Upon completion of the Company’s IPO on June 30, 2022, the Series 1 Convertible Notes, including accrued interest of $ 0.9 million, were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $ 9.39 per share (Note 12).

(ii) Series 2 Convertible Notes:

On April 5, 2022, the Company completed a financing in which it issued $ 86.2 million aggregate principal amount of unsecured convertible promissory notes (“Series 2 Convertible Notes”).

Upon completion of the Company’s IPO on June 30, 2022, the Series 2 Convertible Notes, including accrued interest of $ 0.6 million, were automatically converted into 8,209,035 shares of common stock of the Company at a conversion price of $ 10.58 per share being a 10 % discount to the gross price per share at which common stock was sold in the IPO (Note 12).

The convertible notes along with their embedded features did not contain any equity components, and therefore were recognized as a liability on issuance.

The Company elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in net loss.

(b) VRB Convertible bond:

(a) VRB Convertible bond:

On July 8, 2021, VRB 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 is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:

Prior to the maturity date of July 8, 2026, 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:

• 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.

(a) Common stock transactions:

(i) Kaizen arrangement:

On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen Discovery Inc.

(“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.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

(a) Common stock transactions:

(i) Ma'aden Strategic Investment:

(ii) 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.

Directly attributable issuance costs of $ 3.5 million 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.

1 unchanged sentence

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

(ii) Public offering and subscription agreement:

(iii) Public offering and subscription agreement:

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.

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

On October 23, 2023 Ma’aden signed a subscription agreement, exercising their right to maintain 9.9 % ownership in the Company following the public offering.

The Company issued 1.5 million shares of common stock to Ma’aden at a price of $ 13.50 per share for gross proceeds of $ 20.4 million.

(iv) Initial Public Offering (“IPO”):

On June 30, 2022, the Company completed an IPO of 14,388,000 shares of common stock which were issued at a price of $ 11.75 per share for gross proceeds of $ 169.1 million.

Directly attributable issuance costs of $ 11.0 million incurred in conjunction with the IPO were recorded as a reduction in paid in capital.

(iv) Debt conversions:

(v) Debt conversions:

On June 30, 2022, $ 50.9 million of Series 1 Convertible Notes including accrued interest were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $ 9.39 per share.

1 unchanged sentence

The stock issuance resulting from the Series 1 and Series 2 note conversions was recorded at fair value based on the IPO price of $ 11.75 per share.

(v) Stock issuance to CAR:

On June 30, 2022, the Company issued 945,626 shares of common stock to CAR (Note 7).

(vi) Stock issuance to Central Arizona Resources Ltd.:

On June 30, 2022, the Company issued 945,626 shares of common stock to Central Arizona Resources Ltd.

as consideration for assignment of option and surface access agreements related to the Santa Cruz project.

The stock issuance was recorded at fair value based on the IPO price of $ 11.75 per share.

5 unchanged sentences

(b) Stock-based compensation:

Ivanhoe Electric, Kaizen, Cordoba, VRB and CGI have equity incentive plans and the stock-based compensation charged to operations was incurred by the Company as follows:

Ivanhoe Electric, Cordoba, VRB and CGI have equity incentive plans and Kaizen had an equity incentive plan prior to Ivanhoe Electric acquiring 100 % of the issued and outstanding common shares of Kaizen.

The stock-based compensation charged to operations was incurred by the Company as follows:

Year ended December 31,

2024 2023 2022

Ivanhoe Electric $ 13,866 $ 20,028 $ 3,407

1 unchanged sentence

Cordoba 841 469 708

VRB 119 177 89

$ 14,964 $ 20,963 $ 4,833

2 unchanged sentences

Year ended December 31,

Share based payment compensation in:

2024 2023 2022

Cost of sales $ — $ 5 $ 161

6 unchanged sentences

The Company’s employees, including employees who are directors, consultants and non-employee directors are eligible to receive awards under the LTIP.

Stock options may not be granted with an exercise price less than the closing price of our common stock on the grant date.

Stock options may not be granted with an exercise price less than the closing price of the Company’s common stock on the grant date.

As of December 31, 2024, 9,289,232 shares were available for grant under the LTIP and no shares were available under other plans.

2 unchanged sentences

Grant Date Options granted Exercise price

February 1, 2023 500,000 $ 13.23

April 8, 2024 415,170 $ 13.50

March 11, 2024 1,801,234 $ 13.50

July 1, 2023 100,000 $ 13.04

August 9, 2023 200,000 $ 16.03

December 1, 2023 50,000 $ 11.75

August 9, 2023 200,000 $ 16.03

July 1, 2023 100,000 $ 13.04

March 1, 2023 100,000 $ 15.46

February 1, 2023 500,000 $ 13.23

November 21 - 29, 2022 2,760,509 $ 11.75

17 unchanged sentences

Outstanding at December 31, 2023 6,198,937 8.11 4.5 $ 20,207

Granted 2,216,404 13.50

Exercised ( 151,485 ) 5.72

Forfeited/expired ( 188,429 ) 8.77

Outstanding at December 31, 2024 8,075,427 $ 9.62 2.6 $ 12,614

Vested and exercisable at December 31, 2022 2,164,812 $ 2.49 3.5 $ 20,912

Vested and exercisable at December 31, 2023 2,766,116 $ 5.51 3.6 $ 14,151

Vested and exercisable at December 31, 2024 4,461,184 $ 6.73 3.0 $ 12,614

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

3 unchanged sentences

Information related to stock options granted during the years ended December 31, 2024, 2023 and 2022 is presented below.

2024 2023 2022

Weighted average assumptions used to value stock option awards:

8 unchanged sentences

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

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

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

4 unchanged sentences

The total fair value of the November 21, 2022 RSU grant was $ 7.5 million.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

A summary of outstanding stock-settled RSU’s as of December 31, 2024 and activity during the year then ended is presented below.

3 unchanged sentences

Granted 750,000 9.98

Forfeited — $ —

Outstanding at December 31, 2022 750,000 9.98 $ 9,113

1 unchanged sentence

Vested ( 250,000 ) 9.98

Forfeited — $ —

Outstanding at December 31, 2023 1,250,000 9.98 $ 12,600

Vested ( 304,213 ) 11.05

Cancelled ( 95,787 ) 9.98

Outstanding at December 31, 2024 850,000 $ 11.51 $ 6,418

For the year ended December 31, 2024, the Company recognized $ 4.3 million in stock based compensation expense relating to the vesting of RSU’s.

11 unchanged sentences

This revenue is included in the data processing segment.

(b) At December 31, 2023, the Company had a contract liability of $ 2.4 million (2022 — $ 2.8 million) relating to the sale of energy storage systems.

The Company has a significant customer that accounted for 10 % and 82 % of total sales for the years ended December 31, 2023 and 2022.

(b) At December 31, 2024, the Company did not have a contract liability relating to the sale of energy storage systems as it was de-recognized on loss of control of a subsidiary (2023 — $ 2.4 million).

Refer to Note 17 for further information on the loss of control of a subsidiary.

The Company had a significant customer that accounted for 82 % of total sales for the year ended December 31, 2022.

IVANHOE ELECTRIC INC.

6 unchanged sentences

Santa Cruz, USA (Note 9(a)) $ 72,384 $ 57,203 $ 61,172

San Matias, Colombia (Cordoba) (Note 7(d)) 28,068 18,454

San Matias, Colombia (Cordoba) (Note 9(c)) 14,756 28,068 18,454

Tintic, USA (Note 9(b)) 11,274 13,131 2,282

Hog Heaven, USA (Note 16) 10,855 7,812 2,216

Lincoln, USA 3,684 1,312

Unity, USA 3,052 147 653

White Hill, USA (Note 16) 1,775 1,451 —

Carolina, USA (Note 15) 1,337 1,307

Pinaya, Peru (Kaizen) (Note 7(c)) 958 2,616

Carolina, USA 1,201 1,337 1,307

Pinaya, Peru 755 958 2,616

Lincoln, USA 480 3,684 1,312

Project Generation and other 14,412 12,928 15,274

Total $ 130,944 $ 126,719 $ 105,286

Exploration expense at the Santa Cruz Project for the year ended December 31, 2022 includes $ 5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project (Note 7(a)).

Exploration expense at the Santa Cruz Project for the year ended December 31, 2022 included $ 5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project .

Earn-in option agreements:

22 unchanged sentences

Ownership Interest Maximum

Ivory Coast Project $ 4,159 (1)

$ — Cdn $ 24.4 million 30 % Cdn $ 25 million 60 %

Hog Heaven $ 355 (1)

3 unchanged sentences

$ — Cdn $ 6.8 million 51 % Cdn $ 17.5 million 80 %

Carolina $ — $ — $ 2.6 million 0 % (4)

$ 26.0 million 85 %

White Hill $ — $ — $ 3.3 million 0 % (3)

1 unchanged sentence

_______________

(1) Included in investments subject to significant influence (Note 6).

(1) Included in other investments.

(3) The Company must incur $ 15.0 million in earn-in expenditures and make payments to the counterparty totalling $ 4.5 million to earn an initial 51 % interest in the Hog Heaven project.

(4) The Company must incur $ 6.0 million in earn-in expenditures to earn an initial 51 % interest in the Carolina project.

(5) The Company must incur $ 10.0 million in earn-in expenditures and make payments to the counterparty totalling $ 5.0 million to earn a 80 % interest in the White Hill project.

The $ 5.0 million in payments due are $ 3.6 million in cash and $ 1.4 million in common stock of the Company.

(2) The Company must incur $ 15.0 million in earn-in expenditures (completed) and make payments to the counterparty totalling $ 4.5 million, the last of which is due in 2027, to earn an initial 51 % interest in the Hog Heaven project.

(3) On January 16, 2025, the Company provided notice to Exiro Minerals USA Corp.

of its election to terminate the earn-in agreement relating to the White Hills Project effective February 15, 2025.

Disposal of subsidiary:

On October 15, 2024, VRB entered into an agreement with China Energy Storage Industry Co., Ltd.

(“Red Sun”) to form a joint venture in VRB's existing operation in China.

Under this agreement, Red Sun holds a 51 % ownership stake in VRB China and VRB owns the remaining 49 %.

The change in control became effective on October 31, 2024.

Red Sun purchased shares of VRB China, a previously wholly-owned subsidiary of VRB, from VRB for $ 20.0 million and will complete a capital increase directly in VRB China in the amount of $ 35.2 million, of which $ 12.7 million was received in October 2024.

The remaining $ 22.5 million will be received in five installments during 2025.

The $ 20.0 million due to VRB is payable in two tranches and is recorded in accounts and other receivables as at December 31, 2024.

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

Following receipt of several regulatory approvals required to transfer the funds outside of China, on February 11, 2025, VRB received the first tranche payment with the balance being due in June 2025.

VRB China is a variable interest entity, as it is dependent on additional subordinated financial support from Red Sun, principally in the form of additional committed capital contributions.

A portion of Red Sun’s equity in VRB China, being 30 % of the total equity in VRB China, is contingently returnable to the Company in the event Red Sun defaults on its payable to the Company or any of its capital commitments to VRB China, all of which are due and payable during 2025.

Judgment was required in determining whether the Company is the primary beneficiary prior to Red Sun having fully paid for its equity.

The Company has determined it is no longer the primary beneficiary of VRB China as of October 31, 2024.

In reaching this decision, the Company considered that as of October 31, 2024 Red Sun assumed the operator role over the business of VRB China, is actively managing significant business activities and has the right to appoint the majority of directors.

The Company has determined that this results in Red Sun having greater decision-making power over the most significant activities of VRB China.

In addition, Red Sun gained liquidation and dividend rights associated with the majority of the equity of VRB China.

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

The Company has recorded its retained interest in VRB China at a fair value of $ 35.8 million, based on the consideration paid, and recognized a gain on the sale of the controlling interest of VRB China of $ 50.7 million, as presented below.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Fair value of retained interest $ 35,761

Consideration received for sale of shares 20,000

Net assets disposed of on de-consolidation ( 5,567 )

Accumulated other comprehensive income disposed of on de-consolidation 491

Gain on disposal of subsidiary $ 50,685

As at December 31, 2024, the Company’s maximum exposure to loss in VRB China is represented by the aggregate carrying value of $ 60.6 million, including $ 20.0 million accounts receivable and $ 40.6 million for its retained interest in the equity of VRB China.

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.

On May 8, 2023, Cordoba closed the $ 100.0 million strategic arrangement with JCHX to advance the Alacran Project in Colombia.

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

2 unchanged sentences

As of the closing of the transaction, $ 40.0 million was paid as a first installment.

On January 4, 2024, Cordoba announced receipt of the second installment of $ 40 million that was payable 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, with $ 10 million of this amount paid in late December 2023 and the remaining $ 30 million settled in January 2024.

On January 4, 2024, Cordoba received the second installment of $ 40.0 million that was payable 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, with $ 10.0 million of this amount paid in December 2023 and the remaining $ 30.0 million settled in January 2024.

A third and final installment of $ 20.0 million is receivable in cash upon the approval of the EIA, which must be within two years of the transaction’s closing date.

1 unchanged sentence

In the event JCHX 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 currently retains control over the relevant activities of CMH and 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.

Upon closing in 2023, 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.

Non-controlling interests:

The Company held a controlling interest in several entities that are not wholly-owned.

The associated non-controlling interests and portion of assets and liabilities represented by these subsidiaries are shown below.

The assets and

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

Non-controlling interests:

The Company held a controlling interest in several entities that are not wholly-owned.

The associated non-controlling interests and portion of assets and liabilities represented by these subsidiaries are shown below.

The assets and liabilities of these entities are not readily accessible by the Company for general corporate purposes as distribution may require the consent of other shareholders.

Kaizen VRB Cordoba CGI Total

Balance at January 1, 2022 1,072 ( 1,123 ) 6,004 ( 72 ) 5,881

liabilities of these entities are not readily accessible by the Company for general corporate purposes as distribution may require the consent of other shareholders.

Kaizen VRB Cordoba CGI SNC Total

Balance at December 31, 2022 $ 523 $ ( 2,471 ) $ ( 2,026 ) $ 46 $ — $ ( 3,928 )

Non-controlling interests share of (loss) income ( 259 ) ( 1,323 ) ( 15,196 ) 80 — ( 16,698 )

7 unchanged sentences

Assets and liabilities belonging to the Company’s principal non-wholly owned subsidiaries as of December 31, 2024 are as follows:

Kaizen VRB Cordoba CGI Total

VRB Cordoba CGI SNC Total

Ownership percentage at December 31, 2024:

7 unchanged sentences

The Company and its wholly-owned subsidiaries do not guarantee the obligations of the non-wholly owned subsidiaries and, as such, the creditors of the non-wholly owned subsidiaries do not have recourse against the Company or its wholly owned subsidiaries.

In addition, the Company is restricted from paying dividends from non-wholly owned subsidiaries without the other shareholders’ consent.

During 2021, VRB raised capital through the issuance of convertible debt (Note 11(b)) resulting in VRB becoming a VIE.

In addition, the Company may be restricted from paying dividends from non-wholly owned subsidiaries without the other shareholders’ consent.

During 2021, VRB raised capital through the issuance of convertible debt (Note 12) resulting in VRB becoming a VIE.

Except as disclosed above, the Company has not provided additional subordinated financial support to VRB as at December 31, 2024, although the Company is not precluded from doing so in the future.

9 unchanged sentences

Year ended December 31,

2024 2023 2022

Income from continuing operations $ 32 $ ( 584 ) $ 618

3 unchanged sentences

Year ended December 31,

2024 2023 2022

Operations $ — $ — $ —

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Total income tax provision / (benefit) $ 32 $ ( 584 ) $ 618

Income (loss) from continuing operations before income taxes for the years ended December 31, 2023 and 2022 consists of the following:

Loss from continuing operations before income taxes for the years ended December 31, 2024, 2023 and 2022 consists of the following:

Year ended December 31,

2024 2023 2022

Operations $ ( 136,615 ) $ ( 124,083 ) $ ( 108,909 )

4 unchanged sentences

Year ended December 31,

2024 2023 2022

Federal tax rate 21 % 21 % 21 %

34 unchanged sentences

Balance, beginning of year $ ( 117,154 ) $ ( 71,063 )

(Increase) due to foreign currency translation ( 5,704 ) ( 614 )

Decrease (increase) due to foreign currency translation 5,361 ( 5,704 )

(Increase) related to non-utilization of deferred tax assets due to uncertainty of recovery and (increase) related to non-utilization of net operating loss carryforwards ( 36,063 ) ( 42,485 )

5 unchanged sentences

Canada 48,609 2029 to 2043

China 31,825 2026 to 2033

Colombia 9,362 2029 to 2034

Peru 123 Indefinite

Singapore 4,651 Indefinite

2 unchanged sentences

As of December 31, 2024, no change in control has occurred in the Ivanhoe Electric group.

The Company files income tax returns in the U.S.

federal jurisdiction and various U.S.

state and foreign jurisdictions.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

The Company file’s income tax returns in the U.S.

federal jurisdiction, various U.S.

state and foreign jurisdictions.

The Company had no unrecognized income tax benefits as of December 31, 2024 or 2023.

14 unchanged sentences

I-Pulse (Note c) — 1,395 1,379 3,107 213

JCHX Mining Management Co., Ltd (Note d) 1,500 — 1,580 — —

Total $ 2,226 $ 1,619 $ 8,284 $ 17,578 $ 14,585

Revenue and accounts receivable

Ma'aden Joint Venture (Note 8(a)) $ 300 $ — $ 1,463 $ — $ —

Global Mining (Note a) 831 1,169 — — —

3 unchanged sentences

Transactions for the year ended

2024 2023 2022

Expense classification

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The Company held 7.1 % of Global Mining’s outstanding common shares at December 31, 2024.

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

ICA provides use of its aircraft to the Company.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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

ICA provides use of its aircraft to the Company.

5 unchanged sentences

The remaining 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.

As at December 31, 2024, the Company has received three of the Typhoon™ transmitters that are deliverable under the agreement.

(d) JCHX held 19.7 % of Cordoba’s issued and outstanding common stock as at December 31, 2024 (December 31, 2023 - 19.8 %).

In December 2024, Cordoba obtained a $ 10.0 million bridge loan from JCHX.

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

The loan is payable on the maturity date, which is the earlier of 36 months after the date of the loan agreements or the date the third installment of $ 20.0 million becomes payable by JCHX under the strategic arrangement describe in Note 18.

As at December 31, 2024, $ 5.0 million of the bridge loan had been received by Cordoba and $ 5.0 million was received in January 2025.

In November 2023, $ 4.0 million was advanced to Cordoba by JCHX.

1 unchanged sentence

In January 2024, the $ 4.0 million loan was settled in full by applying it towards the second installment as a payment in kind.

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 strategic arrangement described in Note 16 all of the principal and interest outstanding on the bridge loan was applied towards that transaction’s first installment as a payment in kind.

For the year ended December 31, 2024 JCHX provided engineering services to Cordoba totaling $ 1.6 million.

Net loss per share:

1 unchanged sentence

Year ended December 31,

2024 2023 2022

Net loss attributable to common stockholders or parent $ 128,622 $ 199,377 $ 149,813

3 unchanged sentences

For purposes of this calculation, convertible debt, and options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

The amount of antidilutive shares excluded from the calculation as at December 31, 2023 was $ 7.5 million (December 31, 2022 - $ 7.9 million).

The amount of antidilutive shares excluded from the calculation as at December 31, 2024 was 9.0 million (December 31, 2023 - 7.5 million, December 31, 2022 - 7.9 million).

IVANHOE ELECTRIC INC.

12 unchanged sentences

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

On June 30, 2022 the Ivanhoe Electric Series 1 and Series 2 Convertible Notes were converted into common stock of the Company (Note 11(a)) and the deferred consideration payable was settled (Note 7).

The following table provides a summary of the changes of the Company’s Level 3 assets and liabilities that are not disclosed elsewhere.

Deferred consideration payable

Balance at December 31, 2021 $ 26,562

Changes in fair value 2,049

Settlement ( 28,611 )

Balance at December 31, 2022 —

Changes in fair value —

Balance at December 31, 2023 $ —

Financial risk management:

9 unchanged sentences

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

Based upon such evaluation, the Company has determined that it has three reportable segments.

The Company’s reportable segments are critical metals, data processing and energy storage.

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.

Based upon such evaluation, the Company has determined that it has four reportable segments.

The Company’s reportable segments are the Santa Cruz Project, critical metals, data processing and energy storage.

The Santa Cruz Project and critical metals segments are 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 Santa Cruz project is at a more advanced stage relative to most of the Company’s other mineral exploration projects and its discrete financial information and operating results are regularly reviewed by the CODM in order to make decisions about resource allocation and assess performance.

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.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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:

As at and for the year ended December 31, 2024

Critical Metals Data Processing Energy Storage Total

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Revenue $ — $ — $ 2,831 $ 70 $ 2,901

Intersegment revenues — — 177 — 177

Loss from operations 169,467 1,363 9,572 180,402

Loss (income) from operations 72,465 97,277 ( 831 ) 8,040 176,951

Depreciation and amortization 153 1,983 57 510 2,703

3 unchanged sentences

As at and for the year ended December 31, 2023

Critical Metals Data Processing Energy Storage Total

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Revenue $ — $ — $ 1,300 $ 2,603 $ 3,903

Intersegment revenues — — 100 — 100

Loss (income) from operations 124,932 ( 3,090 ) 10,323 132,165

Loss from operations 57,833 111,634 1,363 9,572 180,402

Depreciation and amortization 87 975 995 583 2,640

2 unchanged sentences

Investments subject to significant influence — 36,661 2,469 — 39,130

For the year ended December 31, 2022

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Revenue $ — $ — $ 7,729 $ 711 $ 8,440

Intersegment revenues — — 323 — 323

Loss (income) from operations 61,230 63,702 ( 3,090 ) 10,323 132,165

Depreciation and amortization 34 780 2,868 529 4,211

The following tables illustrate the geographic makeup of the Company’s revenues and long-lived assets.

4 unchanged sentences

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Revenues are attributed to countries based on the location in which the sale originated.

4 unchanged sentences

Peru 2,561 2,555

China 983 1,545

Other 595 2,450

1 unchanged sentence

Long-lived assets comprise the Company’s exploration mineral interests (excluding a mineral royalty) and property, plant and equipment.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Long-lived assets reconcile to segment assets and the balance sheet as follows:

5 unchanged sentences

Other investments 1,745 2,989

Intangible assets 123 1,249

Other non-current assets 3,471 5,686

4 unchanged sentences

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

Subsequent events:

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 54,428,971 common shares of Kaizen, representing 82.54 % of the issued and outstanding common shares on a non-diluted basis.

Following the closing of the Arrangement, Ivanhoe Electric beneficially owns 69,229,659 Common Shares, representing 100 % of the issued and outstanding common shares on a fully diluted basis.

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

Kaizen was delisted from the TSX Venture Exchange on February 7, 2024.

Subsequent event:

On February 14, 2025, Ivanhoe Electric completed a public offering where it issued 11,794,872 units (the “Units”) at a price of $ 5.85 per Unit for gross proceeds of $ 69.0 million.

Each Unit consists of (i) one share of Ivanhoe Electric’s common stock and (ii) one accompanying warrant (the "Warrants").

Each whole Warrant is exercisable to purchase one share of Ivanhoe Electric’s common stock at a price of $ 7.00 per share, exercisable until February 17, 2026.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data