Item 1. Financial Statements
Item 1. Financial Statements.
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of U.S. dollars)
September 30,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 69,479 $ 40,971
Restricted cash 3,977 4,338
Accounts and other receivables 11,094 21,569
Prepaid expenses and deposits 3,127 2,408
87,677 69,286
Non-current assets:
Investments subject to significant influence 60,897 64,887
Other investments 1,856 1,745
Exploration properties 223,770 225,876
Property, plant and equipment 9,941 9,667
Other non-current assets 2,010 3,471
Total assets $ 386,151 $ 374,932
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 9,481 $ 11,121
Note payable, current 14,690 12,409
Convertible debt 33,002 —
Deferred exploration liability 3,886 4,101
Due to related party — 5,001
Lease liabilities, current 938 784
61,997 33,416
Non-current liabilities:
Note payable 24,163 24,163
Convertible debt — 30,942
Deferred income taxes 4,576 4,049
Lease liabilities, net of current portion 1,242 1,561
Other non-current liabilities 412 370
Total liabilities 92,390 94,501
Commitments and contingencies (Note 16)
Equity:
Common stock, par value $ 0.0001 ; 700,000,000 shares 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)
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Additional paid-in capital 885,227 802,032
Accumulated deficit ( 602,014 ) ( 530,127 )
Accumulated other comprehensive income ( 3,098 ) ( 3,276 )
Equity attributable to common stockholders 280,128 268,641
Non-controlling interests 13,633 11,790
Total equity 293,761 280,431
Total liabilities and equity $ 386,151 $ 374,932
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 545 $ 671 $ 2,348 $ 1,569
Cost of sales ( 266 ) ( 256 ) ( 853 ) ( 548 )
Gross profit 279 415 1,495 1,021
Operating expenses:
Exploration expenses 14,688 30,459 44,551 111,356
General and administrative expenses 9,126 10,859 30,433 34,154
Research and development expenses 54 871 161 2,523
Selling and marketing expenses — 55 23 244
Impairment — — 2,555 —
Loss from operations 23,589 41,829 76,228 147,256
Other expenses (income):
Interest expense, net 1,010 972 3,757 1,324
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
Income tax recovery — — — ( 26 )
Net loss 21,610 47,124 84,723 158,740
Less loss attributable to non-controlling interests ( 4,089 ) ( 3,888 ) ( 12,836 ) ( 13,210 )
Net loss attributable to common stockholders or parent 17,521 43,236 71,887 145,530
Net loss 21,610 47,124 84,723 158,740
Other comprehensive loss (income), net of tax:
Foreign currency translation adjustments 83 ( 133 ) ( 432 ) 210
Other comprehensive loss (income) 83 ( 133 ) ( 432 ) 210
Comprehensive loss $ 21,693 $ 46,991 $ 84,291 $ 158,950
Comprehensive loss attributable to:
Common stockholders or parent 17,680 43,095 71,709 145,877
Non-controlling interests 4,013 3,896 12,582 13,073
$ 21,693 $ 46,991 $ 84,291 $ 158,950
Net loss per share attributable to common stockholders
Basic and diluted $ 0.13 $ 0.36 $ 0.55 $ 1.21
Weighted-average common shares outstanding
Basic and diluted 132,909,795 120,406,215 0 130,748,497 120,330,374
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
income (loss) Non-controlling
interests Total
Common Stock
Shares Amount
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 (loss) income — — — — ( 159 ) 76 ( 83 )
Settlement of deferred share units 17,532 — — — — — —
Stock options exercised 332,752 — 876 — — — 876
Warrants exercised 125,000 — 875 — — — 875
Share-based compensation — — 2,680 — — 48 2,728
Other changes in non-controlling interests — — 40 — — 158 198
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
Net loss — — — ( 71,887 ) — ( 12,836 ) ( 84,723 )
Other comprehensive income — — — — 178 254 432
Issuance of common stock; public offering, net of issuance costs 11,794,872 1 53,371 — — — 53,372
Issuance of warrants, public offering — — 12,470 — — — 12,470
Settlement of restricted share units 150,000 — — — — — —
Settlement of deferred share units 17,532 — — — — — —
Stock options exercised 441,536 — 1,147 — — — 1,147
Warrants exercised 150,000 — 1,050 — — — 1,050
Share-based compensation — — 8,952 — — 124 9,076
Non-controlling interests investment in subsidiary — — 6,129 — — 14,034 20,163
Other changes in non-controlling interests — — 76 — — 267 343
Balance at September 30, 2025 133,166,052 $ 13 $ 885,227 $ ( 602,014 ) $ ( 3,098 ) $ 13,633 $ 293,761
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
income (loss) Non-controlling
interests Total
Common Stock
Shares Amount
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 income (loss) — — — — 141 ( 8 ) 133
Stock options exercised 54,131 — 135 — — — 135
Stock-based compensation — — 3,947 — — 81 4,028
Other changes in non-controlling interests — — ( 68 ) — — 23 ( 45 )
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) income — — — — ( 347 ) 137 ( 210 )
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 150,000 — — — — — —
Settlement of deferred share units 1,972 — — — — — —
Stock options exercised 136,318 — 829 — — — 829
Stock-based compensation — — 11,231 — — 211 11,442
Non-controlling interests investment in subsidiary — — 9,387 — — 20,992 30,379
Other changes in non-controlling interests — — ( 794 ) — — 17 ( 777 )
Balance at September 30, 2024 120,442,732 $ 12 $ 799,516 $ ( 547,034 ) $ ( 2,420 ) $ 10,177 $ 260,251
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of U.S. dollars)
Nine months ended September 30, 2025 and 2024
2025 2024
Operating activities
Net loss $ ( 84,723 ) $ ( 158,740 )
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization 2,170 1,829
Stock-based compensation 9,076 11,442
Non-cash exploration and research and development expense 300 2,337
Unrealized foreign exchange gain 504 551
Interest expense 4,845 5,322
Share of loss of equity method investees 2,863 8,725
Impairment 2,555 —
Other 981 978
Changes in other operating assets and liabilities:
Trade accounts receivable 779 ( 484 )
Inventory — ( 1,421 )
Operating lease liabilities ( 700 ) ( 1,005 )
Accounts payable and accrued liabilities ( 1,640 ) ( 5,879 )
Deferred exploration liability ( 215 ) 5,812
Other operating assets and liabilities ( 292 ) ( 858 )
Net cash used in operating activities ( 63,497 ) ( 131,391 )
Investing activities
Proceeds from sale of a subsidiary 9,696 —
Purchase of mineral interests ( 731 ) ( 10,640 )
Purchase of property, plant and equipment and intangible assets ( 1,166 ) ( 1,235 )
Purchase of investments subject to significant influence — ( 1,127 )
Cash acquired on acquisition of subsidiary — 227
Net cash provided by (used in) investing activities 7,799 ( 12,775 )
Financing activities
Net proceeds from public offering 65,842 —
Proceeds from related party loan 5,000 —
Repayment of related party loan ( 10,505 ) —
Non-controlling interests investment in subsidiary 20,163 26,380
Proceeds from exercise of stock options and warrants 2,197 829
Other 344 —
Net cash provided by financing activities 83,041 27,209
Effect of foreign exchange rate changes on cash and cash equivalents 804 ( 1,015 )
Increase (decrease) in cash and cash equivalents and restricted cash 28,147 ( 117,972 )
Cash, cash equivalents and restricted cash, beginning of the period 45,309 205,043
Cash, cash equivalents and restricted cash, end of the period 73,456 87,071
Restricted cash, end of the period 3,977 5,998
Cash and cash equivalents, end of the period $ 69,479 $ 81,073
Supplemental cash flow information
Cash paid for income taxes $ 29 $ 1,143
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock $ — $ 1,047
Non-controlling interests investment in subsidiary $ — $ 4,000
Settlement of related party loan $ — $ ( 4,000 )
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
1. Background and basis of preparation:
Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States company that combines advanced mineral exploration technologies with critical 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, cobalt, platinum group elements, gold and silver. The Company’s portfolio of critical metals exploration projects includes the advanced Santa Cruz Copper Project in Arizona.
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. 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 (“Maaden”) to explore prospective land in Saudi Arabia.
The Company conducts the following business activities through certain subsidiaries:
• VRB Energy Inc. (“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 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.
• Computational Geosciences Inc. (“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 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 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. Therefore, this information should be read in conjunction with the Company's consolidated financial statements and notes contained on its Form 10-K for the year ended December 31, 2024. 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 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.
2. 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
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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:
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 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 adopted 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, is required to be disaggregated by federal, state and foreign taxes.
Recent accounting pronouncements not yet adopted:
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.
3. Use of estimates:
The preparation of consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2024.
4. Cash and cash equivalents:
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.
5. Accounts receivable:
September 30,
2025 December 31,
2024
Trade accounts receivable $ 81 $ 762
Other receivables (Note a) 11,013 20,807
$ 11,094 $ 21,569
(a) As at December 31, 2024, VRB was owed $ 20.0 million from its sale of 51 % of the shares in VRB China to China Energy Storage Industry Co., Ltd. (“Red Sun”). The amount is payable in two tranches. 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. 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.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
6. Investments subject to significant influence:
The Company’s principal investments subject to significant influence are its investment in Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") and VRB China. The Company also has a significant influence investment in Sama Resources Inc. (“Sama”).
Equity Method Carried at fair value
Maaden Joint Venture VRB China (Note a) Other Sama Total
Balance at December 31, 2024 $ 20,389 $ 40,600 $ 769 $ 3,129 $ 64,887
Change in fair value — — — ( 1,154 ) ( 1,154 )
Share of (loss) income ( 9,542 ) 6,592 87 — ( 2,863 )
Foreign currency translation — — 27 — 27
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; offset by:
• $ 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.
7. Exploration properties:
Santa
Cruz Tintic Alacrán Other Total
Balance at December 31, 2024 $ 176,792 $ 30,703 $ 15,315 $ 3,066 $ 225,876
Acquisition costs 731 — — — 731
De-recognition — — — ( 300 ) ( 300 )
Impairment — — — ( 2,537 ) ( 2,537 )
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.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
8. Note payable:
Note payable
Balance at December 31, 2024 $ 36,572
Interest expense 2,281
Balance at September 30, 2025 $ 38,853
Current portion 14,690
Non-current portion 24,163
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. 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.
9. Convertible debt:
VRB
Convertible
Bond
Balance at December 31, 2024 $ 30,942
Interest expense 2,060
Balance at September 30, 2025 $ 33,002
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 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; and
• the valuation cap price of $ 158.0 million divided by the total shares outstanding at the time of the event.
If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.
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.
10. Equity:
(a) Common stock transactions:
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.
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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.
(b) Stock-based compensation:
Stock-based payment compensation was allocated to operations as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
General and administrative expenses $ 2,516 $ 3,314 $ 7,712 $ 8,991
Exploration expenses 212 714 1,364 2,451
$ 2,728 $ 4,028 $ 9,076 $ 11,442
(i) Stock-settled restricted stock units ("RSU’s"):
On March 6, 2025, the Company granted 776,557 stock settled RSU's to certain officers and employees of the Company. The RSU’s 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 grant date fair value of these RSU's was $ 4.5 million based on a grant date share price of $ 5.84 per share.
(ii) Performance share units ("PSU's"):
On March 6, 2025, the Company granted PSU's to certain officers and employees of the Company. The PSU's vest on December 31, 2027, with the number of units to vest determined by Ivanhoe Electric’s 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 , which is one times the target. The grant date fair value of these PSU's was $ 5.1 million.
Monte Carlo valuation methodology was used to determine the fair value of the PSU's, which required the input of the following assumptions.
Grant date: March 6, 2025
Expected volatility 63.4 %
Expected life of PSU's (in years) 2.8
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
Expected volatility is based on the historical volatility of the Company's share price over a term commensurate with the remaining 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 rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
11. Revenue:
The Company recognized revenue from the following sources:
Three Months Ended September 30, Nine Months Ended September 30,
Revenue type 2025 2024 2025 2024
Data processing services $ 545 $ 671 $ 2,348 $ 1,569
Total $ 545 $ 671 $ 2,348 $ 1,569
12. Exploration expense:
Three months ended September 30, Nine months ended September 30,
Project 2025 2024 2025 2024
Santa Cruz, USA $ 4,439 $ 15,141 $ 16,368 $ 63,456
Alacrán, Colombia (Cordoba) 5,564 4,063 13,255 10,817
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
13. 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.
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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 following table summarizes transactions between the Company and significant related parties.
Balance outstanding as at Transactions for the
three months ended September 30, Transactions for the
nine months ended September 30,
September 30,
2025 December 31,
2024 2025 2024 2025 2024
Total Expenses
Global Mining (Note a) $ 415 $ 643 $ 316 $ 1,083 $ 1,534 $ 3,464
Ivanhoe Capital Aviation (Note b) — 83 250 250 750 750
I-Pulse (Note c) — — — 482 — 1,308
JCHX Mining Management Co., Ltd (Note e) 1,500 1,500 — 990 — 990
Total 1,915 2,226 566 2,805 2,284 6,512
Revenue and accounts receivable
Maaden Joint Venture (Note d) 330 300 430 300 1,590 963
Advances
Global Mining (Note a) 414 831 — — — —
Maaden Joint Venture (Note d) 211 176 — — — —
Deposit
I-Pulse (Note c) 1,573 2,593 — — — —
Loan
JCHX Mining Management Co., Ltd (Note e) $ — $ 5,001 $ — $ — $ — $ —
Transactions for the
three months ended September 30, Transactions for the
nine months ended September 30,
2025 2024 2025 2024
Expense classification
Exploration expenses $ — $ 1,353 $ 355 $ 2,142
General and administrative expenses 566 1,108 1,929 3,436
Research and development expenses — 344 — 934
$ 566 $ 2,805 $ 2,284 $ 6,512
(a) Global Mining Management Corp. (“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 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. ICA provides use of its aircraft to the Company.
(c) The Company's Executive Chairman is the Chief Executive Officer and a principal owner of I-Pulse. On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters. The total purchase price for the six Typhoon™ transmitters is $ 12.4 million. In October 2022, the Company made deposit payments totaling $ 7.1 million. The remaining payments will be made as each
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Typhoon™ transmitter system is delivered. 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 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:
• $ 88 million in cash on closing;
• $ 12 million in a deferred payment, to be paid within fifteen business days after the earlier of the commencement of commercial production as defined in the Agreement, or the third anniversary of the closing date; and
• a contingent payment if the average daily London Metal Exchange spot copper price during the first twelve months of commercial production is greater than $ 12,000 per tonne, consisting of $ 8 million if the price is between $ 12,000 and $ 13,000 per tonne, and $ 28 million if the price is over $ 13,000 per tonne.
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, which has been received.
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 Alacrán Copper Project. On June 26, 2025 the bridge loan was repaid in full using the proceeds from the third installment.
JCHX also provides engineering services to Cordoba at the Alacrán Copper Project.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
14. Fair value measurement:
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:
September 30, 2025 December 31, 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets:
Investments subject to significant influence $ 1,975 $ — $ — $ 3,129 $ — $ —
Other investments 1,103 753 — 995 750 —
Total financial assets $ 3,078 $ 753 $ — $ 4,124 $ 750 $ —
Financial liabilities:
Total financial liabilities $ — $ — $ — $ — $ — $ —
15. Segment reporting:
The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. 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 four reportable segments. The Company’s reportable segments are the Santa Cruz Copper Project, critical metals, data processing and energy storage.
The Santa Cruz Copper Project and critical metals segments are focused on mineral exploration and developing mines from mineral deposits principally located in the United States. The Santa Cruz Copper 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 and large scale industrial uses.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Segment information for the periods presented is as follows:
As at and for the three months ended September 30, 2025
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 545 $ — $ 545
Intersegment revenues — — 11 — 11
Loss (income) from operations 4,461 18,798 ( 101 ) 431 23,589
Segment assets 179,126 140,457 2,598 63,970 386,151
As at and for the nine months ended September 30, 2025
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 2,348 $ — $ 2,348
Intersegment revenues — — 21 — 21
Loss (income) from operations 16,380 58,440 ( 876 ) 2,284 76,228
Segment assets 179,126 140,457 2,598 63,970 386,151
As at and for the three months ended September 30, 2024
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 671 $ — $ 671
Intersegment revenues — — 29 — 29
Loss (income) from operations 15,176 25,011 ( 203 ) 1,844 41,829
Segment assets 179,938 179,179 4,633 11,677 375,428
As at and for the nine months ended September 30, 2024
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 1,569 $ — $ 1,569
Intersegment revenues — — 177 — 177
Loss (income) from operations 63,554 78,440 ( 327 ) 5,588 147,256
Segment assets 179,938 179,179 4,633 11,677 375,428
16. Commitments and contingencies:
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.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
17. 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.