What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2024-11-08 · 94 added, 174 removed, 151 unchanged (64% of the section changed)

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

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.

(“CGI”), to accelerate and de-risk the mineral exploration process as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies.

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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.

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

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

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

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

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

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

VRB also has a 49% interest in VRB China which is a joint venture with a subsidiary of privately held Shanxi Red Sun Co., Ltd.

VRB China 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.

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

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

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

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

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

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

Our 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.

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

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

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

Business Developments in the Quarter

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.

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

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

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

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

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

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

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

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

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

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

For the three months ended March 31, 2025 we recorded a net loss attributable to common stockholders of $30.5 million ($0.24 per share), compared to $55.5 million ($0.46 per share) for the three months ended March 31, 2024, which was a decrease of $25.0 million.

Significant contributors to this decrease for the three months ended March 31, 2025 included a decrease of $27.9 million in exploration expenditures, a decrease of $1.0 million in general and administrative expenses offset by an increase of $2.0 million in the share of loss of equity method investees and an increase of $0.4 million in revenue compared to the three months ended March 31, 2024.

Exploration expenses were $15.8 million for the three months ended March 31, 2025, a decrease of $27.9 million from $43.6 million for the three months ended March 31, 2024.

Exploration expenses consisted of the following:

Three months ended

September 30,

(In thousands) 2025 2024

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San Matias, Colombia (Cordoba) 3,336 3,518

Tintic, USA 2,343 6,030

Hog Heaven, USA 873 3,307

Unity, USA 1,396 107

White Hill, USA 1,294 618

Bitter Creek, USA 102 76

Carolina, USA 7 158

Lincoln, USA 340 1,641

Generative exploration and other 3,128 3,695

Total $ 30,459 $ 34,208

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Three Months Ended

September 30, 2024 Three Months Ended

September 30, 2023 Percentage Change

(In thousands)

Software licensing and data processing services:

Revenue $ 670 $ 229 193 %

Cost of sales (256) (114) 124 %

Gross profit 414 115 262 %

Energy storage systems:

Revenue $ — $ 10 (100) %

Cost of sales — (161) (100) %

Gross profit — (151) (100) %

Revenue $ 670 $ 239 180 %

Cost of sales (256) (275) (7) %

Gross profit 414 (36) (1244) %

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

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

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

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

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

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

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

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

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

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

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

Exploration expenses consisted of the following:

Nine months ended September 30,

(In thousands) 2024 2023

Exploration Expenses:

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

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

Tintic, USA 712 3,520

Hog Heaven, USA 8,482 4,566

Unity, USA 3,046 128

White Hill, USA 1,625 1,368

Bitter Creek, USA 1,288 118

Carolina, USA 1,202 1,186

Lincoln, USA 478 2,118

Generative exploration and other 11,418 11,866

Project generation and other 4,360 5,461

Total $ 15,785 $ 43,643

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Nine months ended

September 30, 2024 Nine months ended

September 30, 2023 Percentage Change

During the three months ended March 31, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $6.5 million of expenditure was incurred in the three months ended March 31, 2025 compared to $27.8 million incurred in the three months ended March 31, 2024.

Activities during the three months ended March 31, 2025 at Santa Cruz were focused on the technical engineering studies required to support the preliminary feasibility study which is expected to be completed in June 2025.

The exploration expenditures incurred in the three months ended March 31, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the San Matias Project where $3.3 million of expenditure was incurred by Cordoba Minerals for the three months ended March 31, 2025 focused on detailed engineering design of the Alacran mine and consultation associated with the Environmental Impact Assessment process.

General and administrative expenses were $11.6 million for the three months ended March 31, 2025, a decrease of $1.0 million from $12.6 million for the three months ended March 31, 2024.

Contributing to the decrease was a $0.6 million decrease in administration expenditures at Cordoba Minerals for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 as a result of 2024 including higher consulting fees related to the strategic arrangement with JCHX.

Also contributing to this decrease was that the three months ended March 31, 2024 included $0.3 million related to corporate administration costs for Kaizen Discovery which was acquired by us in 2024 and there were no similar expenditures in 2025.

Share of loss of equity method investees was $5.0 million for the three months ended March 31, 2025, an increase of $2.0 million from $3.0 million for the three months ended March 31, 2024.

The increase in loss was largely due to a $1.6 million increase in our share of the loss from the Ma'aden joint venture which was $3.7 million for the three months ended March 31, 2025 compared to our $2.1 million for the three months ended March 31, 2024 In addition, for the three months ended March 31, 2025 we incurred a $1.3 million share of loss from the VRB China joint venture which was formed in October 2024.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three months ended March 31, 2025 ($0.7 million) and 100% for the three months ended March 31, 2024 ($0.4 million).

VRB generated no revenue during these periods.

Three Months Ended

March 31, 2025 Three Months Ended

March 31, 2024 Percentage Change

(In thousands)

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Gross profit $ 442 $ 260 70 %

Energy storage systems:

Revenue $ — $ 1,282 (100) %

Cost of sales — (1,396) (100) %

Gross profit — (114) 100 %

Revenue $ 1,569 $ 2,232 (30) %

Cost of sales (548) (1,715) (68) %

Gross profit 1,021 517 97 %

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

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

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

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

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

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

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

CGI’s revenue for the three months ended March 31, 2025 was $0.7 million, an increase of $0.3 million from $0.4 million for the three months ended March 31, 2024.

The increase in CGI’s revenue was a result of more data processing services being performed.

CGI’s gross profit for the three months ended March 31, 2025 was $0.4 million, an increase of $0.2 million from $0.3 million for the three months ended March 31, 2024.

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

Stock-Based Compensation

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

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

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.

On March 6, 2025, as part of our long term incentive plan the following equity incentives were granted to certain of our officers and employees:

• 776,557 stock-settled restricted stock units ("RSU's") that vest in three equal tranches beginning one year from the grant date.

The fair value of the stock-settled RSU’s is amortized over the vesting period.

The total fair value of the March 6, 2025 RSU grant was $4.5 million.

• Performance share units ("PSU's") that vest on December 31, 2027, with the number of units to vest determined by our share price performance against constituents from a Base Metals Index.

The number of units to vest ranges between zero times to two times the target number of PSU's.

The total target number of PSU's is 714,822.

The total fair value of the March 6, 2025 PSU grant was $5.1 million.

Liquidity, Capital Resources and Capital Requirements

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

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

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

our business.

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

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

At March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $98.2 million and $41.0 million, respectively, and a working capital of $77.1 million and $35.9 million, respectively.

Of the total cash and cash equivalents at March 31, 2025 and December 31, 2024, $19.3 million and $11.2 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 May 6, 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.

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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 September 30, 2024

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

Consolidated Cash Balances as of March 31, 2025

The table below discloses the amounts of cash disaggregated by currency denomination as of March 31, 2025 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

US dollars Canadian

US dollars Canadian Dollars

Colombian Pesos Other Total

3 unchanged sentences

Colombia 5,000 — 5,344 — 10,344

Singapore 7,180 — — — 7,180

Canada 425 2,446 — — 2,871

1 unchanged sentence

Total $ 88,870 $ 3,677 $ 5,344 $ 272 $ 98,163

Our subsidiary VRB, domiciled in the Cayman Islands, is subject to certain foreign exchange restrictions with respect to its People's Republic of China ("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.

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

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

Refer to Note 19 of our consolidated financial statements in our 2024 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

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

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.

In November 2023, we repaid $34.3 million, plus accrued interest of the promissory note and in November 2024, we 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.

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

Bridge Loan — Cordoba.

In December 2024, Cordoba obtained a $10.0 million bridge loan from JCHX, of which $5.0 million was received in December 2024 and $5.0 million in January 2025.

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 with Cordoba.

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

Nine months ended September 30,

Three Months Ended

Net cash (used in) provided by:

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

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

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

The net cash used in operating activities during the three months ended March 31, 2025 of $15.8 million primarily was the result of $15.4 million of cash exploration expenditures and $9.0 million of cash general and administrative costs offset by a $7.5 million change in operating assets and liabilities.

The $7.5 million change in operating assets and liabilities was mainly a result of VRB receiving, in February 2025, the first $10 million tranche of the $20.0 million receivable that it recorded in relation to its October 2024 sale of 51% of the shares in VRB China.

Investing activities.

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

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

There were no significant investing activities during the three months ended March 31, 2025.

Financing activities.

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

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

During the three months ended March 31, 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 $65.6 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.

Also during the three months ended March 31, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX.

Contractual Obligations

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

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

As of March 31, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2024.

Refer to Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Form 10-K for information regarding our contractual obligations.

Off Balance Sheet Arrangements

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

As of March 31, 2025, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

Related Party Transactions

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

See Note 13 of our consolidated financial statements for the three months ended March 31, 2025.

Critical Accounting Estimates

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

The preparation of these

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

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

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

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Stock-based compensation

Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected dividend yield and the risk-free interest rate over the expected life of the option.

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.

In March 2024 and April 2024, we granted 1.8 million stock options and 0.4 million stock options, respectively, to certain directors, officers and employees of the Company at an exercise price of $13.50 per share.

The fair value of the option grants was determined using the Black-Scholes option-pricing model as $3.46 and $4.72, respectively.

The following assumptions were used to compute the fair value of the options granted:

March 11, 2024 Grant Date April 8, 2024 Grant Date

Risk-free interest rate 4.2% 4.6%

Dividend yield nil nil

Estimated volatility 61.6% 60.1%

Expected option life 4 years 4 years

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

treasury constant maturity yield at the date of the grant over the expected life of the option.

No dividends are expected to be paid.

We calculated the estimated volatility based on the historical volatility of a group of peer companies’ common stock and a group of relevant stock market indices over the expected option life as we only commenced publicly trading in June 2022.

The computation of expected option life was determined based on a reasonable expectation of the option life prior to the option being exercised or forfeited.

Compensation expense for PSU's granted to certain of our officers and employees is determined based on estimated fair values of the PSU's at the time of grant using a Monte Carlo valuation model, which requires the input of the following subjective assumptions:

March 6, 2025

Expected volatility 63.4 %

Expected life of PSU's (in years) 2.75

USA risk-free interest rate 4.0 %

Canada risk-free interest rate 2.6 %

Expected dividend rate 0 %

Weighted average grant-date fair value (per unit) $ 7.07

The expected volatility is based on the historical volatility of our stock on the NYSE American over a term commensurate with the expected life of the PSU's.

The USA risk-free interest rate was based on the yield observed on the US Dollar treasury curve as at the grant date, while the Canadian risk-free interest rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.

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, Canada, Australia, the Ivory Coast and Peru.

We report income tax in accordance with U.S.

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

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

Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

We had no uncertain tax positions as of March 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis