What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-05 · 107 added, 78 removed, 414 unchanged (31% of the section changed)

3 unchanged sentences

(Expressed in thousands of U.S.

September 30,

2025 December 31,

16 unchanged sentences

Note payable, current 14,690 12,409

Convertible debt 33,002 —

Deferred exploration liability 3,886 4,101

12 unchanged sentences

700,000,000 shares authorized;

132.7 million shares issued and outstanding as of June 30, 2025 (December 31, 2024 - 700,000,000 authorized;

133.2 million shares issued and outstanding as of September 30, 2025 (December 31, 2024 - 700,000,000 authorized;

120.6 million issued and outstanding)

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

Interest expense, net 1,010 972 3,757 1,324

Foreign exchange loss 452 692 464 687

Share of loss of equity method investees 2,258 1,453 7,247 4,465

Other expense (income), net ( 590 ) 443 16 711

Foreign exchange loss (gain) 262 ( 133 ) 726 554

Share of (income) loss of equity method investees ( 4,384 ) 4,260 2,863 8,725

Other expense, net 1,133 196 1,149 907

Loss before income taxes 21,610 47,124 84,723 158,766

4 unchanged sentences

Net loss 21,610 47,124 84,723 158,740

Other comprehensive (income) loss, net of tax:

Other comprehensive loss (income), net of tax:

Foreign currency translation adjustments 83 ( 133 ) ( 432 ) 210

Other comprehensive (income) loss ( 503 ) 329 ( 515 ) 721

Other comprehensive loss (income) 83 ( 133 ) ( 432 ) 210

Comprehensive loss $ 21,693 $ 46,991 $ 84,291 $ 158,950

17 unchanged sentences

Shares Amount

Three months ended June 30, 2025

Balance at April 1, 2025 132,590,318 $ 13 $ 870,855 $ ( 560,642 ) $ ( 3,264 ) $ 8,375 $ 315,337

Three months ended September 30, 2025

Balance at July 1, 2025 132,690,768 $ 13 $ 880,756 $ ( 584,493 ) $ ( 2,939 ) $ 17,440 $ 310,777

Net loss — — — ( 17,521 ) — ( 4,089 ) ( 21,610 )

Other comprehensive income — — — — 325 178 503

Other comprehensive (loss) income — — — — ( 159 ) 76 ( 83 )

Settlement of deferred share units 17,532 — — — — — —

Stock options exercised 332,752 — 876 — — — 876

1 unchanged sentence

Share-based compensation — — 2,680 — — 48 2,728

Non-controlling interests investment in subsidiary — — 6,129 — — 14,034 20,163

Other changes in non-controlling interests — — 40 — — 158 198

Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ ( 584,493 ) $ ( 2,939 ) $ 17,440 $ 310,777

Six months ended June 30, 2025

Balance at September 30, 2025 133,166,052 $ 13 $ 885,227 $ ( 602,014 ) $ ( 3,098 ) $ 13,633 $ 293,761

Nine months ended September 30, 2025

Balance at January 1, 2025 120,612,112 $ 12 $ 802,032 $ ( 530,127 ) $ ( 3,276 ) $ 11,790 $ 280,431

5 unchanged sentences

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

Settlement of deferred share units 17,532 — — — — — —

Stock options exercised 441,536 — 1,147 — — — 1,147

3 unchanged sentences

Other changes in non-controlling interests — — 76 — — 267 343

Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ ( 584,493 ) $ ( 2,939 ) $ 17,440 $ 310,777

Balance at September 30, 2025 133,166,052 $ 13 $ 885,227 $ ( 602,014 ) $ ( 3,098 ) $ 13,633 $ 293,761

IVANHOE ELECTRIC INC.

8 unchanged sentences

Shares Amount

Three months ended June 30, 2024

Balance at April 1, 2024 120,306,414 $ 12 $ 790,824 $ ( 457,015 ) $ ( 2,323 ) $ 18,234 $ 349,732

Three months ended September 30, 2024

Balance at July 1, 2024 120,388,601 $ 12 $ 795,502 $ ( 503,798 ) $ ( 2,561 ) $ 13,969 $ 303,124

Net loss — — — ( 43,236 ) — ( 3,888 ) ( 47,124 )

Other comprehensive loss — — — — ( 238 ) ( 91 ) ( 329 )

Other comprehensive income (loss) — — — — 141 ( 8 ) 133

Stock options exercised 54,131 — 135 — — — 135

Stock-based compensation — — 3,947 — — 81 4,028

Non-controlling interests investment in subsidiary — — 15 — — 364 379

Other changes in non-controlling interests — — ( 68 ) — — 23 ( 45 )

Balance at June 30, 2024 120,388,601 $ 12 $ 795,502 $ ( 503,798 ) $ ( 2,561 ) $ 13,969 $ 303,124

Six months ended June 30, 2024

Balance at September 30, 2024 120,442,732 $ 12 $ 799,516 $ ( 547,034 ) $ ( 2,420 ) $ 10,177 $ 260,251

Nine months ended September 30, 2024

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

Net loss — — — ( 145,530 ) — ( 13,210 ) ( 158,740 )

Other comprehensive loss — — — — ( 488 ) ( 233 ) ( 721 )

Other comprehensive (loss) income — — — — ( 347 ) 137 ( 210 )

Issuance of common stock;

8 unchanged sentences

Other changes in non-controlling interests — — ( 794 ) — — 17 ( 777 )

Balance at June 30, 2024 120,388,601 $ 12 $ 795,502 $ ( 503,798 ) $ ( 2,561 ) $ 13,969 $ 303,124

Balance at September 30, 2024 120,442,732 $ 12 $ 799,516 $ ( 547,034 ) $ ( 2,420 ) $ 10,177 $ 260,251

IVANHOE ELECTRIC INC.

1 unchanged sentence

(Expressed in thousands of U.S.

Six months ended June 30, 2025 and 2024

Nine months ended September 30, 2025 and 2024

Operating activities

2 unchanged sentences

Depreciation and amortization 2,170 1,829

Share-based compensation 6,348 7,414

Stock-based compensation 9,076 11,442

Non-cash exploration and research and development expense 300 2,337

13 unchanged sentences

Investing activities

Proceeds from sale of a subsidiary 9,696 —

Purchase of mineral interests ( 731 ) ( 10,640 )

2 unchanged sentences

Cash acquired on acquisition of subsidiary — 227

Net cash used in investing activities ( 1,989 ) ( 2,716 )

Net cash provided by (used in) investing activities 7,799 ( 12,775 )

Financing activities

3 unchanged sentences

Non-controlling interests investment in subsidiary 20,163 26,380

Proceeds from exercise of stock options 271 694

Proceeds from exercise of stock options and warrants 2,197 829

Net cash provided by financing activities 83,041 27,209

22 unchanged sentences

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

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

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

The Company conducts the following business activities through certain subsidiaries:

1 unchanged sentence

(“VRB”) is establishing a United States-based grid scale vanadium redox flow battery manufacturing business.

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at June 30, 2025 (December 31, 2024 — 90.0 %).

VRB also holds a 49 % interest in VRB Energy System (Beijing) Co., Ltd.

Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at September 30, 2025 (December 31, 2024 — 90.0 %).

VRB also holds a 49 % interest (December 31, 2024 - 49 %) in VRB Energy System (Beijing) Co., Ltd.

(“VRB China”) which operates in the same industry in China.

1 unchanged sentence

(“CGI”), provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries.

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at June 30, 2025 (December 31, 2024 — 94.3 %).

Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at September 30, 2025 (December 31, 2024 — 94.3 %).

• Cordoba Minerals Corp.

(“Cordoba”) holds 50 % of the Alacrán copper-gold-silver deposit located in Colombia ("Alacrán Copper Project") .

Ivanhoe Electric had an ownership interest in Cordoba of 61.8 % as at June 30, 2025 (December 31, 2024 — 62.5 %).

Ivanhoe Electric had an ownership interest in Cordoba of 60.8 % as at September 30, 2025 (December 31, 2024 — 62.5 %).

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States.

1 unchanged sentence

The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported.

Operating results for the three month period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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

References to “$” refer to United States dollars and “Cdn$” to Canadian dollars.

During the period, management identified an immaterial misclassification in the condensed interim consolidated statement of cash flows for the three-month and six-month periods ended March 31, 2025 and June 30, 2025.

The misclassification related to proceeds of $ 9.7 million received from the disposal of a subsidiary which were incorrectly classified as a cash receipt from operating activities in those periods.

The cash receipt has been appropriately reflected as an investing activity in the condensed interim consolidated statement of cash flows for the nine months ended September 30, 2025.

The reclassification has no impact on the condensed interim consolidated balance sheets and the condensed interim consolidated statements of loss and comprehensive loss.

Significant accounting policies:

The Company discloses in its consolidated financial statements for the year ended December 31, 2024, those accounting policies that it considers significant in determining its results of operations and financial position.

There have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2024.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2024.

Income taxes:

4 unchanged sentences

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

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Recent accounting pronouncements not yet adopted:

8 unchanged sentences

Cash and cash equivalents:

Of the total cash and cash equivalents at June 30, 2025 and December 31, 2024, $ 22.7 million and $ 11.2 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.

Of the total cash and cash equivalents at September 30, 2025 and December 31, 2024, $ 16.5 million and $ 11.2 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.

Accounts receivable:

September 30,

2025 December 31,

6 unchanged sentences

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

Red Sun did not make the second payment of $ 10.0 million by its due date of June 30, 2025.

Red Sun has stated they will pay $ 5.0 million by August 31, 2025 and the remaining $ 5.0 million no later than October 31, 2025.

Red Sun did not make the second payment of $ 10.0 million by its due date of June 30, 2025 and it remains outstanding.

The Company is continuing discussions with Red Sun on the timing of the receipt of the second $ 10.0 million payment.

IVANHOE ELECTRIC INC.

6 unchanged sentences

Equity Method Carried at fair value

Maaden Joint Venture VRB China Other Sama Total

Maaden Joint Venture VRB China (Note a) Other Sama Total

Balance at December 31, 2024 $ 20,389 $ 40,600 $ 769 $ 3,129 $ 64,887

2 unchanged sentences

Foreign currency translation — — 27 — 27

Balance at June 30, 2025 $ 13,789 $ 39,921 $ 844 $ 2,199 $ 56,753

Balance at September 30, 2025 $ 10,847 $ 47,192 $ 883 $ 1,975 $ 60,897

(a) VRB China:

The Company’s share of income from VRB China for the nine months ended September 30, 2025 includes:

• A $ 10.9 million gain from the Company’s share of the increase in net asset value of VRB China as a result of capital increases of $ 22.3 million from Red Sun pursuant to Red Sun’s acquisition of 51 % of VRB China in October 2024, under which Red Sun is required to make capital increases directly in VRB China totalling $ 35.2 million;

• $ 4.3 million share of loss incurred by VRB China.

VRB China's revenue, gross profit and net loss for the nine months ended September 30, 2025 were $ 0.8 million, $ 0.2 million and $ 8.9 million respectively.

Exploration properties:

2 unchanged sentences

Acquisition costs 731 — — — 731

De-recognition — — — ( 300 ) ( 300 )

Impairment — — — ( 2,537 ) ( 2,537 )

Balance at June 30, 2025 $ 177,523 $ 30,703 $ 15,315 $ 529 $ 224,070

During the period ended June 30, 2025, the Company impaired a non-core exploration property in the amount of $ 2.5 million.

Balance at September 30, 2025 $ 177,523 $ 30,703 $ 15,315 $ 229 $ 223,770

During the period ended September 30, 2025, the Company impaired non-core exploration properties in the amount of $ 2.5 million.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Note payable:

1 unchanged sentence

Interest expense 2,281

Balance at June 30, 2025 $ 38,099

Balance at September 30, 2025 $ 38,853

Current portion 14,690

Non-current portion 24,163

Balance at June 30, 2025 $ 38,099

Balance at September 30, 2025 $ 38,853

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

1 unchanged sentence

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

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

• 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.

3 unchanged sentences

Interest expense 2,060

Balance at June 30, 2025 $ 32,270

Balance at September 30, 2025 $ 33,002

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

9 unchanged sentences

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.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Directly attributable issuance costs of $ 3.1 million incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

1 unchanged sentence

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

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

7 unchanged sentences

The total grant date fair value of these RSU's was $ 4.5 million based on a grant date share price of $ 5.84 per share.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

(ii) Performance share units ("PSU's"):

14 unchanged sentences

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 rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

The Company recognized revenue from the following sources:

Three Months Ended June 30, Six Months Ended June 30,

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

Revenue type 2025 2024 2025 2024

2 unchanged sentences

Exploration expense:

Three months ended June 30, Six months ended June 30,

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

Project 2025 2024 2025 2024

1 unchanged sentence

Alacrán, Colombia (Cordoba) 5,564 4,063 13,255 10,817

Hog Heaven, USA 394 2,530 1,267 5,837

Tintic, USA 634 2,343 1,819 9,544

Hog Heaven, USA 441 2,645 1,709 8,482

Project generation and other 3,610 6,267 11,400 19,057

Total $ 14,688 $ 30,459 $ 44,551 $ 111,356

Related party transactions:

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

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

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

Related party transactions:

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

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

Balance outstanding as at Transactions for the

three months ended June 30, Transactions for the

six months ended June 30,

three months ended September 30, Transactions for the

nine months ended September 30,

September 30,

2025 December 31,

13 unchanged sentences

Transactions for the

three months ended June 30, Transactions for the

six months ended June 30,

three months ended September 30, Transactions for the

nine months ended September 30,

2025 2024 2025 2024

6 unchanged sentences

(“Global Mining”) is a private company based in Vancouver, Canada, that provides administration, accounting, and other office services to the Company on a cost-recovery basis.

The Company held 7.1 % of Global Mining’s outstanding common shares at June 30, 2025 (December 31, 2024 — 7.1 %).

The Company held 7.1 % of Global Mining’s outstanding common shares at September 30, 2025 (December 31, 2024 — 7.1 %).

Effective October 31, 2025, the Company ended its service relationship with GMM and is no longer a shareholder.

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

10 unchanged sentences

Typhoon™ transmitter system is delivered.

As at June 30, 2025, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.

As at September 30, 2025, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.

(d) CGI provides geophysical data processing services to the Maaden Joint Venture.

As at June 30, 2025, the Maaden Joint Venture owes the Company $ 0.1 million for costs that the Company incurred on behalf of the Maaden Joint Venture related to exploration work in Saudi Arabia.

(e) JCHX Mining Management Co., Ltd (“JCHX") held 19.5 % of Cordoba’s issued and outstanding common stock as at June 30, 2025 (December 31, 2024 - 19.7 %).

As at September 30, 2025, the Maaden Joint Venture owes the Company $ 0.2 million for costs that the Company incurred on behalf of the Maaden Joint Venture related to exploration work in Saudi Arabia.

(e) JCHX Mining Management Co., Ltd (“JCHX") held 19.2 % of Cordoba’s issued and outstanding common stock as at September 30, 2025 (December 31, 2024 - 19.7 %).

On May 8, 2025, Cordoba entered into an agreement with JCHX to sell Cordoba's remaining 50 % interest in the Alacrán Copper Project, related exploration properties, and certain intercompany receivables, for consideration of up to $ 128 million, consisting of:

3 unchanged sentences

JCHX acquired its first 50 % of the Alacrán Copper Project in May 2023.

The closing of the sale is subject to the Environmental Impact Assessment for the Alacrán Copper Project being approved by the Autoridad Nacional de Licencias Ambientales (the environmental regulator in Colombia), as well as customary conditions, including, without limitation, the entering into of certain ancillary agreements, conditional approval of the TSX Venture Exchange (“TSXV”), which has been received, and Cordoba shareholder approval by two thirds of those shareholders that vote at a special meeting of shareholders.

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.

On June 25, 2025, JCHX completed the third and final installment of $ 20.0 million in relation to its acquisition of the initial 50 % interest in the Alacran Copper Project.

On June 25, 2025, JCHX completed the third and final installment of $ 20.0 million in relation to its acquisition of the initial 50 % interest in the Alacrán Copper Project.

On June 26, 2025 the bridge loan was repaid in full using the proceeds from the third installment.

6 unchanged sentences

The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the combined balance sheets:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

13 unchanged sentences

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.

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

IVANHOE ELECTRIC INC.

3 unchanged sentences

Segment information for the periods presented is as follows:

As at and for the three months ended June 30, 2025

As at and for the three months ended September 30, 2025

Santa Cruz Copper Project Critical

5 unchanged sentences

Segment assets 179,126 140,457 2,598 63,970 386,151

As at and for the six months ended June 30, 2025

As at and for the nine months ended September 30, 2025

Santa Cruz Copper Project Critical

5 unchanged sentences

Segment assets 179,126 140,457 2,598 63,970 386,151

As at and for the three months ended June 30, 2024

As at and for the three months ended September 30, 2024

Santa Cruz Copper Project Critical

5 unchanged sentences

Segment assets 179,938 179,179 4,633 11,677 375,428

As at and for the six months ended June 30, 2024

As at and for the nine months ended September 30, 2024

Santa Cruz Copper Project Critical

7 unchanged sentences

In October 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 13).

As at September 30, 2025, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.

In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise.

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 it, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations.

IVANHOE ELECTRIC INC.

Notes to the Condensed Interim Consolidated Financial Statements

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

dollars, unless otherwise indicated)

Subsequent event:

On October 23, 2025, Ivanhoe Electric completed a public offering and issued 10.0 million shares of common stock at a price of $ 15.00 per share for gross proceeds of $ 150 million.

On October 27, 2025, pursuant to the exercise in full of the underwriters option, Ivanhoe Electric issued an additional 1.5 million shares of common stock for gross proceeds of $ 22.5 million, increasing the total gross proceeds to $ 172.5 million.

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

What changed 10-Q

Item 1. Financial Statements