What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-27 · 340 added, 437 removed, 846 unchanged (48% of the section changed)

4 unchanged sentences

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

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

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

11 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

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

Critical Audit Matter Description

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

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

• With the assistance of technical accounting specialists:

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

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

VRB Energy, Inc.

Joint Venture — Refer to Note 17 to the financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Exploration Properties — Assessment of Whether Indicators of Impairment Exist — Refer to Notes 3(i) and 9 to the financial statements.

Critical Audit Matter Description

On October 15, 2024, VRB Energy, Inc.

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

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

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

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

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

The Company’s determination of whether or not an indicator of impairment exists in its exploration properties requires significant management judgment.

Auditing the Company’s assessment of whether an indicator of impairment existed required increased auditor attention due to the judgments made by management when determining whether events or changes in circumstances could indicate a potential impairment.

This resulted in an increased extent of audit effort.

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

Our audit procedures related to the assessment of whether an indicator of impairment existed in exploration properties included the following, among others:

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• Evaluated the effectiveness of the Company’s controls over management’s assessment of indicators of impairment.

• Obtained management’s assessment and evaluated whether:

a) the Company has the right to explore in the relevant exploration area;

b) there are adverse changes in the business climate, including decreases in forecasted future metal prices;

c) the Company has the ability and intent to carry out significant exploration activities;

d) there are planned or budgeted substantive expenditures to support exploration activities;

and e) there exists a prolonged market capitalization deficiency.

/s/ Deloitte LLP

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We have served as the Company's auditor since 2021.

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Report of Independent Registered Public Accounting Firm

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February 23, 2026

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IVANHOE ELECTRIC INC.

6 unchanged sentences

Accounts and other receivables 526 21,569

Inventory — 5,013

Prepaid expenses and deposits 3,394 2,408

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Note payable, current — 12,409

Convertible debt 33,738 —

Deferred exploration liability 2,748 4,101

1 unchanged sentence

Lease liabilities, current 1,080 784

Contract liability — 2,404

53,875 33,416

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Total liabilities and equity $ 483,273 $ 374,932

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IVANHOE ELECTRIC INC.

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Selling and marketing expenses 26 297 276

Provision expected for credit loss 10,304 — —

Impairment 2,555 — —

Loss from operations 113,571 176,951 180,402

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

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

Loss on revaluation of convertible debt — — 18,965

Other (income) expenses, net ( 108 ) ( 2,344 ) 1,013

Other expenses (income), net 1,220 2,054 ( 1,381 )

Loss before income taxes 125,035 140,238 216,659

4 unchanged sentences

Net loss 125,047 140,270 216,075

Other comprehensive loss (income), net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustments 65 1,028 1,359

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

Other comprehensive loss 65 1,028 1,359

Comprehensive loss $ 125,112 $ 141,298 $ 217,434

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Basic and diluted 133,583,203 120,377,904 102,491,529

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IVANHOE ELECTRIC INC.

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Years ended December 31, 2025, 2024 and 2023

Common Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Non- controlling

interest Total

Common Stock Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Non- controlling

Shares Amount

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Net loss — — — ( 199,377 ) — ( 16,698 ) ( 216,075 )

Other comprehensive income — — — — 313 247 560

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

Issuance of common stock upon conversion of debt 13,628,958 1 160,139 — — — 160,140

Issuance of common stock upon settlement of liability 945,626 — 11,111 — — — 11,111

Stock options exercised 72,666 — 181 — — — 181

Stock-based compensation — — 4,548 — — 285 4,833

Other changes in non-controlling interests — — ( 87 ) — — 66 ( 21 )

Balance at December 31, 2022 92,960,584 9 409,683 ( 202,128 ) ( 1,189 ) ( 3,928 ) 202,447

Net loss — — — ( 199,377 ) — ( 16,698 ) ( 216,075 )

Other comprehensive loss — — — — ( 884 ) ( 475 ) ( 1,359 )

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Other changes in non-controlling interests

— — ( 54 ) — — 11 ( 43 )

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

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Other changes in non-controlling interests

— — ( 933 ) — — ( 6 ) ( 939 )

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

Net loss — — — ( 105,874 ) — ( 19,173 ) ( 125,047 )

Other comprehensive (loss) income — — — — ( 337 ) 272 ( 65 )

Issuance of common stock;

public offerings, net of issuance costs 23,294,872 3 218,656 — — — 218,659

Issuance of warrants;

public offering — — 12,470 — — — 12,470

Settlement of restricted share units 302,165 — — — — — —

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

Stock options exercised 1,131,331 — 4,921 — — — 4,921

Warrants exercised 150,000 — 1,050 — — — 1,050

Stock-based compensation — — 11,521 — — 136 11,657

Taxes paid on net settlement of RSU's — — ( 1,189 ) — — — ( 1,189 )

Non-controlling interests investment in subsidiary — — 6,130 — — 14,120 20,250

Other changes in non-controlling interests

— — 120 — — 311 431

Balance at December 31, 2025 145,508,012 $ 15 $ 1,055,711 $ ( 636,001 ) $ ( 3,613 ) $ 7,456 $ 423,568

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IVANHOE ELECTRIC INC.

9 unchanged sentences

Non-cash exploration and research and development expense 300 1,395 3,281

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

Interest expense 2,796 2,899 3,707

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

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

Loss on revaluation of convertible debt — — 18,965

Provision for expected credit loss 10,304 — —

Impairment 2,555 — —

Income taxes — — ( 583 )

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Trade accounts receivable 1,043 385 ( 1,829 )

Inventory ( 1,509 ) 542 ( 2,083 )

Operating lease liabilities ( 868 ) ( 1,253 ) ( 966 )

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Purchase of property, plant and equipment and intangible assets ( 1,203 ) ( 2,930 ) ( 1,578 )

Deposits paid for property, plant and equipment ( 2,800 ) — —

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

Proceeds from sale of a subsidiary 9,696 — —

Cash acquired on acquisition of subsidiary — 227 —

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

Net cash provided by (used in) investing activities 4,587 ( 14,470 ) ( 150,766 )

Financing activities

Net proceeds from issuance of common stock 231,129 — 319,622

Promissory note payment ( 36,244 ) ( 12,081 ) —

Proceeds from related party loan 5,000 5,000 4,000

Proceeds from convertible notes — — 86,200

Repayment of related party loan ( 10,000 ) — —

Non-controlling interests investment in subsidiary 20,251 26,380 39,454

Payment on promissory note ( 12,081 ) — —

Proceeds from exercise of stock options 867 3,422 181

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

Proceeds from exercise of stock options and warrants 5,971 867 3,422

Debt issuance costs ( 626 ) — —

Other ( 759 ) ( 1,271 ) ( 44 )

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Effect of foreign exchange rate changes on cash and cash equivalents 855 ( 2,063 ) 210

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

Increase (decrease) in cash and cash equivalents and restricted cash 130,964 ( 159,734 ) 65,383

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

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Supplemental cash flow information

Interest paid $ 3,534 $ 4,691 $ 3,723

Cash paid for income taxes $ 29 $ 1,915 $ 1,203

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Ivanhoe Electric Inc.

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

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

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

(“Ivanhoe Electric” or “the Company”) is a United States based minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security.

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 electric metals exploration projects include the 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 Ma’aden (“Ma’aden”) 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:

• VRB Energy Inc.

(“VRB”), develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.

(“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 December 31, 2025 (December 31, 2024 — 90.0 %).

VRB also holds a 49.0 % interest ( December 31, 2024 - 49.0 % ) in VRB Energy System (Beijing) Co., Ltd.

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

• Computational Geosciences Inc.

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• Cordoba Minerals Corp.

(“Cordoba”) holds the San Matias copper-gold-silver project in northern Colombia.

(“Cordoba”) holds the Alacrán copper-gold project in northern Colombia.

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

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Generally Accepted Accounting Principles (“U.S.

Reverse stock split:

In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3 -for-1 (the “Reverse Stock Split”) effective as of June 16, 2022.

The number of authorized shares and the par values of the common stock were not adjusted as a result of the Reverse Stock Split.

For periods before June 16, 2022, all references to common stock, options to purchase common stock, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.

The 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.

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

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

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Management considers historical realization data, accounts receivable aging trends, other operational trends and reasonable forecasts to estimate the collectability of receivables.

After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts.

(f) Inventory:

Inventories are stated at the lower of cost and net realizable value.

Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventory to its present location and condition.

Cost is calculated using the weighted average cost method.

Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.

Where cost exceeds net realizable value, the recorded value of inventory is written down to its net realizable value, and such impairment losses are not reversed in future periods.

(g) Investments subject to significant influence:

After all reasonable attempts to collect a receivable have been exhausted, the receivable may be partially or fully provided for or written off, depending on the circumstances.

(f) Investments subject to significant influence:

The Company accounts for its investments over which it has significant influence or joint control, but not a controlling financial interest, using the equity method of accounting unless it has elected to account for an investment subject to significant influence at fair value.

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Declines in fair value that are deemed to be other-than-temporary are charged to other expenses.

(h) Other investments

Changes in the fair value for equity securities with a readily determinable fair value are reported in the consolidated statement of loss.

The Company records equity securities without readily determinable fair values (such as investment in common stock, warrants and options of privately held companies) at cost, less impairment, and makes subsequent adjustments to the carrying values for observable price changes for the identical or a similar investment of the same issuer.

Equity securities without readily determinable fair values are written down to their fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying amount.

(i) Derivatives

Derivative instruments and embedded derivatives on the balance sheet are carried at fair value with changes in fair value recorded in earnings unless hedge accounting applies.

The Company has not applied hedge accounting to any derivatives.

(j) Exploration properties and exploration expense

(g) Exploration properties and exploration expense:

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

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

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

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

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Earn-in arrangements generally provide no commitment by the Company for future funding and the Company is not entitled to any economic returns associated with the underlying mineral interests unless the Company chooses to fund to certain levels.

(k) Property, plant and equipment:

(h) Property, plant and equipment:

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

1 unchanged sentence

The cost of property, plant and equipment, less its estimated residual value, is depreciated over its estimated useful lives using the straight-line method on the following bases:

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Equipment and vehicles 3 to 10 years

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Operating Leases

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Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense.

(m) Intangible assets:

(j) Intangible assets:

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

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Software 1 to 5 years

Artificial Intelligence intellectual property 5 years

(n) Impairment of long-lived assets:

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

(k) Impairment of long-lived assets:

Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals.

(o) Revenue recognition:

(l) Revenue recognition:

The Company recognizes revenue from the following major sources:

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

Determining whether products or

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

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

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

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The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Energy storage systems as products are transferred at a point in time when the customer obtains control of the product, which is typically upon shipment, delivery, installation and commissioning, depending on the contract terms.

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O&M services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements.

(p) Contingent liabilities:

(i) Warranties:

The Company provides maintenance on energy storage products during the warranty period, typically a fixed number of months agreed upon with the customer.

Costs of warranty include the cost of labor, material and related overhead necessary to repair a product during the warranty period.

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

The costs are

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

(ii) Asset retirement obligations:

(m) Contingent liabilities:

(i) Asset retirement obligations:

The Company recognizes asset retirement obligations arising from regulatory, contractual or other legal requirements to perform certain property and asset reclamation activities at the end of the respective asset life.

1 unchanged sentence

Asset retirement obligations, or increases therein, are initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows.

(q) Research and development costs:

Expenditure on research and development activities is recognized as an expense in the period in which it is incurred.

(r) Stock-based compensation:

(n) Stock-based compensation:

The Company recognizes employee stock-based compensation as an expense in the consolidated financial statements.

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The fair value of stock-settled RSU’s and DSU’s is amortized over the vesting period and recognized as an expense in the consolidated financial statements.

(s) Income taxes:

The fair value of performance share units ("PSU's") that have market performance conditions is determined using the Company’s stock price and a Monte-Carlo simulation model.

The fair value of PSU’s is amortized over the vesting period and recognized as an expense in the consolidated financial statements.

(o) Income taxes:

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

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Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Changes in recognition or measurement are reflected in the period in which the change in

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

judgment occurs.

The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses.

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A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized.

(t) Fair value measurements:

(p) Fair value measurements:

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible.

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques (e.g.

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Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

(u) Net loss per share:

(q) Net loss per share:

Basic and diluted loss per share attributable to common stockholders are computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the respective period presented.

The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period, except to the extent they are antidilutive.

(v) Convertible debt:

(r) Convertible debt:

Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of consolidated and combined loss.

If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features or cash conversion features.

The equity component, if any, is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method.

When it has been determined an instrument does not have an equity component, the Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated and combined loss, except with respect to changes in value caused by changes in the Company’s own credit risk.

(w) Debt and equity issuance costs:

The Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated loss and comprehensive loss, except with respect to changes in value caused by changes in the Company’s own credit risk.

(s) Debt and equity issuance costs:

Debt issuance costs directly related to a debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of the debt and amortized on an effective interest rate method over the term of the liability.

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The Company reviews and evaluates exploration properties for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The recoverability of our exploration mineral interests did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable.

However, the recoverability of our recorded mineral interests is subject to market factors that could significantly affect the recoverability of our assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances, particularly in Colombia.

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

The recoverability of the Company’s exploration mineral interests did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable.

However, the recoverability of the Company’s recorded mineral interests is subject to market factors that could significantly affect the recoverability of the Company’s assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances.

By nature, significant changes in these factors are reasonably possible to occur periodically, which could materially impact the Company’s consolidated financial statements.

(ii) Impairment indicators in equity securities:

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

(iv) Fair value of convertible notes:

Certain convertible notes are carried in the statements of financial position at fair value, with changes in fair value reflected in the statement of loss and comprehensive loss.

Fair values are estimated by reference to valuation techniques that may include inputs that are not based on observable market data.

(v) Valuation of stock options:

The fair value of stock options granted by the Company is estimated using the Black-Scholes pricing model.

Inputs to the model that require management judgment include the options expected life and volatility.

Recently adopted accounting standards and recent accounting pronouncements:

Segment reporting

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

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

(iv) Valuation of stock options and PSU’s:

Determining the fair value of stock options and PSU’s require inputs that require management judgment.

This includes expected volatility for stock options and PSU’s and expected life of stock options.

(v) Provision for expected credit loss:

Accounts receivable are reported net of an allowance for expected credit losses.

The allowance is based on management’s estimate of lifetime expected credit losses, which considers historical loss experience, the aging of receivables, current economic conditions, reasonable and supportable forecasts, customer creditworthiness, payment history, and other relevant factors.

Receivables that do not share similar risk characteristics are evaluated on an individual basis.

In certain circumstances, management may determine that the collectability of a specific receivable is doubtful and record an allowance for the full amount outstanding.

The determination of the allowance requires significant judgment and is inherently uncertain.

Changes in customer financial condition, macroeconomic factors, or other circumstances could result in material adjustments to the allowance in future periods.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

and interim basis.

Recently adopted accounting standards and recent accounting pronouncements:

Income taxes:

The Company adopted ASU 2023-09 on January 1, 2025 and is 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.

The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements.

Recent accounting pronouncements not yet adopted

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

Recognition and Initial Measurement.

The update was issued to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

Upon formation, a joint venture will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).

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

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 is required to adopt ASU 2023-09 on January 1, 2025 and will be required to disclose specific categories in the rate reconciliation if quantitative thresholds are met.

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

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

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

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

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

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

As at December 31, 2025, BHP has provided total funding of $ 9.7 million, which is solely for funding exploration activities of the Alliance.

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

The balances of restricted cash and deferred exploration liability decrease as exploration spend is incurred.

During the year ended December 31, 2025 the Alliance spent $ 5.1 million on exploration activities (December 31, 2024 - $ 1.7 million).

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Accounts receivable:

Accounts and other receivables:

2025 December 31,

1 unchanged sentence

Other receivables (Note a) 10,816 20,807

Provision for expected credit loss (Note a) ( 10,304 ) —

$ 526 $ 21,569

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

(a) At December 31, 2024, other receivables included $ 20.0 million receivable from China Energy Storage Industry Co., Ltd.

(“Red Sun”) by VRB in relation to the transaction described in Note 16, payable in two tranches.

On February 11, 2025, VRB received the first tranche payment.

The second tranche payment of $ 10.0 million was due on

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

June 30, 2025 and has not been received.

At December 31, 2025, the Company recorded a provision for expected credit loss in the amount of the full second tranche payment due to prolonged delinquency, repeated unfulfilled payment promises from Red Sun, an absence of contractual modification and a high degree of risk and uncertainty with cross-border collection risk and contractual remedies.

No expected credit loss was recorded during the year ended December 31, 2024.

Investments subject to significant influence:

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

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 Energy System (Beijing) Co., Ltd.

(“VRB China”).

Others include its investments in Sama Resources Inc.

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

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

Equity Method Carried at fair value

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

Maaden Joint Venture (Note a) VRB China (Note b) SNC

(Note c) Other Sama

(Note d) Other Total

(Note d) Total

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

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

Investment — — 440 689 — 1,129

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

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

Acquisition — — ( 489 ) — — ( 489 )

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

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

Other — — — ( 177 ) — ( 177 )

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

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

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

Investment — — 440 689 — — 1,129

Share of (losses) income ( 12,162 ) 6,592 — 20 — ( 5,550 )

Acquisition — — ( 489 ) — — — ( 489 )

Change in fair value — — — — ( 940 ) ( 940 )

Other — — — ( 177 ) — — ( 177 )

Foreign currency translation — ( 36 ) — 38 — 2

Balance at December 31, 2025 $ 8,227 $ 47,156 $ — $ 827 $ 2,189 $ 58,399

(a) Exploration Joint Venture with Ma'aden:

On May 15, 2023, Ivanhoe Electric signed a Common Stock Subscription Agreement (the “Subscription Agreement”) with Ma’aden pursuant to the Heads of Terms entered on January 11, 2023.

On July 6, 2023, the Company completed the closing of the Ma’aden transactions and entered into an Investor Rights Agreement, a Shareholders’ Agreement and other instruments contemplated thereby.

(a) Exploration Joint Venture with Maaden:

In 2023, Ivanhoe Electric entered into a 50/50 exploration joint venture with Maaden to explore approximately 50,000 km 2 of prospective land in Saudi Arabia.

The Maaden Joint Venture is managed by the Board of Directors of the joint venture with Ivanhoe Electric and Maaden each having the right to appoint three directors and is subject to joint control.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

The Ma'aden transactions included the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore approximately 48,500 km 2 of prospective land (“Ma’aden land”) in Saudi Arabia and a $ 127.1 million strategic investment by Ma'aden in Ivanhoe Electric common stock.

Refer to Note 13 for further information with respect to the Ma’aden investment in Ivanhoe Electric common stock.

In July 2023, Ivanhoe Electric contributed $ 66.0 million in cash into the Ma'aden Joint Venture.

Ma’aden contributed access to Ma’aden land for the purpose of conducting exploration activities as a contribution for its 50 % shareholding in the joint venture.

In addition, Ivanhoe Electric and the Ma'aden Joint Venture entered into a separate Typhoon™ equipment purchase agreement with I-Pulse Inc.

("I-Pulse") whereby the Ma’aden Joint Venture purchased three Typhoon™ units for an aggregate contract price of approximately $ 12.0 million.

The exploration phase of the Ma'aden Joint Venture has an initial term of five years that may be extended for up to an additional five years subject to confirmation by both shareholders.

The Shareholders’ Agreement shall terminate at the end of the exploration term if no land area with an economically viable resource has been identified (“Designated Project”).

In the event of termination of the Shareholders’ Agreement or upon conclusion of the exploration phase, the legal and beneficial title to each Typhoon™ unit shall immediately revert to Ivanhoe Electric and Ma’aden shall be entitled to withdraw the land access rights to the Ma’aden land (except concerning Designated Projects).

The Ma'aden Joint Venture is managed by the Board of Directors of the joint venture with Ivanhoe Electric and Ma’aden each having the right to appoint three directors.

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

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

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

Summarized financial information for the Maaden Joint Venture is as follows:

As at and for the year ended December 31

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Net loss $ 24,324 $ 22,434

In January 2026, the Company provided funding to the Maaden Joint Venture in the amount of $ 6.3 million.

(b) VRB China:

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Refer to Note 16 for further information on the transaction.

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

The Company’s share of income from VRB China for the year ended December 31, 2025 includes:

• A $ 10.9 million gain (December 31, 2024 - $ 6.2 million) from the Company’s share of the increase in net asset value of VRB China as a result of capital increases of $ 22.5 million (December 31, 2024 - $ 12.7 million) from Red Sun ;

• $ 4.3 million share of loss (December 31, 2024 - $ 1.4 million) incurred by VRB China.

The Company recognizes its share of earnings from VRB China on a three month lag.

Summarized financial information for VRB China is as follows:

As at December 31:

As at and for the nine months ended September 30, 2025 As at and for the two months ended December 31, 2024

Current assets $ 34,866 $ 18,750

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Equity 31,856 15,862

For the period November 1 to December 31:

Net loss $ 6,442 $ 2,776

On March 11, 2024, the Company completed its earn-in and acquired an additional 30 % in SNC bringing its total ownership interest in SNC to 60 %.

On March 11, 2024, the Company completed its earn-in and acquired an additional 30 % in Sama Nickel Corporation (“SNC”) bringing its total ownership interest in SNC to 60 %.

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

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The acquisition was accounted for as an asset acquisition as SNC did not meet the definition of a business.

The cost of the acquisition has been allocated to the assets and liabilities of SNC, including its exploration property in the Ivory Coast.

The cost of the acquisition was allocated to the assets and liabilities of SNC, including its exploration property in the Ivory Coast.

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

As at December 31, 2025, the Company owned 22.7 % (December 31, 2024 - 22.7 %) of the issued and outstanding common shares in Sama.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Exploration properties:

(Note a) Tintic

(Note b) Alacrán

(Note c) Other Total

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Acquisition costs 10,300 40 — 529 10,869

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

Foreign currency translation — — — 17 17

1 unchanged sentence

Acquisition costs 731 — — 375 1,106

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

Foreign currency translation — — — 17 17

De-recognition — — — ( 300 ) ( 300 )

Impairment (Note d) — — — ( 2,537 ) ( 2,537 )

Balance at December 31, 2025 $ 177,523 $ 30,703 $ 15,315 $ 604 $ 224,145

(a) The Santa Cruz Project is a copper project near the city of Casa Grande in Arizona, USA.

(i) Land acquisition:

On May 10, 2023, Ivanhoe Electric signed a binding purchase and sale agreement for the acquisition of land at its Santa Cruz Project in Arizona.

The acquisition closed on May 23, 2023 and totals 5,975 acres of surface title and associated water rights.

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

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

(a) The Santa Cruz Copper Project is a copper project near the city of Casa Grande in Arizona, USA.

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

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

On December 12, 2025, Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of the Company that owns the Santa Cruz Copper Project, closed a $ 200 million senior secured multi-draw bridge facility (the “Bridge Facility”) to support the development of the Santa Cruz Copper Project.

The Bridge Facility has a two-year maturity term, with a single repayment at maturity.

It will bear interest at the Company’s election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York plus a margin of 5.0 %, increasing by 0.5 % on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate as defined in the Bridge Facility agreements.

As at December 31, 2025, the Bridge Facility was undrawn.

In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $ 225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights.

Commitment fees on undrawn amounts will be incurred at a rate of 1.25 % per annum until June 30, 2026, increasing by one eighth of a percent for every six month period thereafter.

Mesa Cobre incurred directly related debt issuance costs in the amount of $ 5.2 million.

The debt issuance costs are recorded as other non-current assets and amortized over the life of the facility.

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

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

The Company has completed its purchase of 100 % of the assets included in the agreements.

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

Refer to Note 17 for further details regarding the strategic arrangement.

(d) During the year ended December 31, 2025, the Company impaired non-core exploration properties in the amount of $ 2.5 million.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

The Company reports land and water rights associated with its exploration projects in exploration properties.

Directly attributable acquisition costs of $ 2.2 million were capitalized on acquisition.

(ii) Option agreement:

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

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

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

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

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

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

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

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

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

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

Accounts payable and accrued liabilities:

7 unchanged sentences

Balance at December 31, 2023 $ 48,916

Issuance 82,590

Finance expense 4,429

4 unchanged sentences

Balance at December 31, 2025 $ —

Current portion 12,409

Non-current portion 24,163

Balance at December 31, 2024 $ 36,572

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

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

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

• four equal principal payments of $ 12.1 million on the first, second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest.

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

In connection with the purchase of land at its Santa Cruz Copper Project in 2022, the Company issued a secured promissory note.

The promissory note was paid off in full in November 2025.

Convertible debt:

4 unchanged sentences

Balance at December 31, 2025 $ 33,738

(a) VRB Convertible bond:

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

4 unchanged sentences

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.

The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

(a) Common stock transactions:

(i) Kaizen arrangement:

At December 31, 2025, the Company is authorized to issue 700,000,000 shares of common stock, at $ 0.0001 par value.

(i) 2025 public offerings:

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 for a period of one year .

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

During 2025, 150,000 warrants were exercised for gross proceeds of $ 1.1 million.

In January and February 2026, 11.6 million warrants were exercised for gross proceeds of $ 81.5 million.

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.

Directly attributable issuance costs of $ 7.2 million incurred in conjunction with the public offering were recorded as a reduction in paid in capital.

(ii) Kaizen arrangement:

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

4 unchanged sentences

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

(ii) Ma'aden Strategic Investment:

On July 6, 2023 Ivanhoe Electric completed the closing of the Ma'aden transactions which included the issuance of 10.3 million shares of common stock, representing 9.9 % of common shares on completion of the Ma'aden transactions, at a purchase price of $ 12.38 per share for gross proceeds of $ 127.1 million.

(iii) Maaden Strategic Investment:

On July 6, 2023 Ivanhoe Electric completed the closing of the Maaden transactions which included the issuance of 10.3 million shares of common stock, representing 9.9 % of common shares on completion of the Maaden transactions, at a purchase price of $ 12.38 per share for gross proceeds of $ 127.1 million.

Directly attributable issuance costs of $ 3.5 million incurred in conjunction with the strategic investment were recorded as a reduction in paid in capital.

Ivanhoe Electric granted Ma’aden a top-up right allowing Ma’aden to maintain its 9.9 % ownership for up to eight years through the purchase of additional shares at a price per share paid in a recent equity financing.

Ma’aden has agreed to a five-year standstill limiting its shareholding to a maximum of 19.9 %, subject to certain exceptions.

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

Ivanhoe Electric granted Maaden a top-up right allowing Maaden to maintain its 9.9 % ownership for up to eight years through the purchase of additional shares at a price per share paid in a recent equity financing.

Maaden has agreed to a five-year standstill limiting its shareholding to a maximum of 19.9 %, subject to certain exceptions.

Maaden was granted the right to appoint a nominee to the Ivanhoe Electric board of directors.

(iii) Public offering and subscription agreement:

On September 18, 2023, Ivanhoe Electric completed a public offering and issued 13.6 million shares of common stock at a price of $ 13.50 per share for gross proceeds of $ 184.0 million.

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

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

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

(iv) Initial Public Offering (“IPO”):

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

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

(v) Debt conversions:

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

On June 30, 2022, $ 86.8 million of Series 2 Convertible Notes were automatically converted to 8,209,035 shares of common stock of the Company at a conversion price of $ 10.58 per share.

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

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

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

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

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

At December 31, 2024, the Company is authorized to issue 700,000,000 shares of common stock, at $ 0.0001 par value.

Directly attributable

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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

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

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

(b) Stock-based compensation:

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

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

A portion of total stock-based compensation is incurred by non-wholly-owned subsidiaries, as follows:

Year ended December 31,

1 unchanged sentence

Ivanhoe Electric $ 11,269 $ 13,866 $ 20,028

Kaizen 129 267 462

Cordoba 841 469 708

VRB 119 177 89

Non-wholly-owned subsidiaries 388 1,098 935

$ 11,657 $ 14,964 $ 20,963

2 unchanged sentences

Year ended December 31,

Share based payment compensation in:

Stock-based payment compensation in:

2025 2024 2023

Cost of sales $ — $ 5 $ 161

General and administrative expenses $ 9,818 $ 11,923 $ 17,670

Exploration expenses 1,839 3,041 3,277

Research and development expenses — — 11

General and administrative expenses 11,923 17,670 3,029

Cost of sales — — 5

$ 11,657 $ 14,964 $ 20,963

The Company adopted a Long Term Incentive Plan (“LTIP”) on June 30, 2022.

The LTIP provides for grants of stock options, stock awards, stock unit awards, and deferred stock unit awards.

The Company’s Long Term Incentive Plan (“LTIP”) provides for grants of stock options, stock awards, stock unit awards, and deferred stock unit awards.

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

2 unchanged sentences

(i) Stock options:

Ivanhoe Electric granted stock options to certain officers and employees as follows:

Grant Date Options granted Exercise price

April 8, 2024 415,170 $ 13.50

March 11, 2024 1,801,234 $ 13.50

December 1, 2023 50,000 $ 11.75

August 9, 2023 200,000 $ 16.03

July 1, 2023 100,000 $ 13.04

March 1, 2023 100,000 $ 15.46

February 1, 2023 500,000 $ 13.23

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

The options have a seven-year term and comprise three equal tranches vesting in one-third annual increments beginning one year from the grant date.

A summary of stock options outstanding and activity is presented below.

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

Granted 2,216,404 13.50

Exercised ( 1,131,331 ) 4.96

8 unchanged sentences

The risk-free interest rate is based on Federal Reserve rates in effect for bonds with maturity dates equal to the expected term of the option.

No stock options were granted in 2025.

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

2024 2023 2022

Weighted average assumptions used to value stock option awards:

5 unchanged sentences

Weighted average grant-date fair value (per option) $ 3.70 $ 7.53

At December 31, 2024, the Company had $ 7.3 million of total unrecognized compensation cost to be recognized in 2025 through 2027 in relation to stock options.

For the year ended December 31, 2025, the Company recognized $ 5.2 million in stock-based compensation expense relating to the vesting stock options.

At December 31, 2025, the Company had $ 1.7 million of total unrecognized compensation cost to be recognized in 2026 and 2027 in relation to stock options.

(ii) Stock-settled RSU’s:

7 unchanged sentences

The total fair value of the January 1, 2023 RSU grant was $ 9.1 million.

On November 21, 2022, Ivanhoe Electric granted 750,000 stock-settled RSU’s to an executive of the Company.

The RSU’s comprise three equal tranches vesting in one-third annual increments beginning one year from the grant date.

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

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.

A summary of outstanding stock-settled RSU’s as of December 31, 2025 and activity during the year then ended is presented below.

3 unchanged sentences

Granted 750,000 12.15

Vested ( 250,000 ) 9.98

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

Granted 750,000 12.15

Vested ( 304,213 ) 11.05

Cancelled ( 95,787 ) 9.98

Outstanding at December 31, 2024 850,000 11.51 $ 6,417,500

Granted 776,557 5.84

Vested ( 302,165 ) 11.06

3 unchanged sentences

At December 31, 2025, the Company had $ 3.3 million of total unrecognized compensation cost to be recognized in 2026 through 2028 in relation to stock-settled RSU’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.

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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.

For the year ended December 31, 2025, the Company recognized $ 1.4 million in stock-based compensation expense relating to the vesting of PSU’s.

At December 31, 2025, the Company had $ 3.4 million of total unrecognized compensation cost to be recognized in 2026 and 2027 in relation to PSU’s.

The Company recognized revenue from the following sources:

1 unchanged sentence

Revenue type 2025 2024 2023

Software licensing (Note a) $ — $ — $ 6,882

Data processing services $ 3,244 $ 2,831 $ 1,300

Energy storage systems (Note b) 70 2,603 711

Energy storage systems — 70 2,603

Total $ 3,244 $ 2,901 $ 3,903

(a) In January 2022, the Company received a one-time fee of $ 6.5 million with respect to a software licensing agreement whereby the Company provided software that can be used by the licensee in perpetuity.

Upon receipt of payment, the performance obligations were met and the license fee revenue was recognized in accordance with the Company’s accounting policy.

Software licensing revenue includes associated services included in the software license agreement.

This revenue is included in the data processing segment.

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

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

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

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Exploration expense:

2 unchanged sentences

Santa Cruz, USA (Note 9(a)) $ 23,589 $ 72,384 $ 57,203

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

Alacran, Colombia (Cordoba) (Note 9(c)) 19,397 14,756 28,068

Gleeson, USA 2,099 — —

Tintic, USA (Note 9(b)) 2,075 11,274 13,131

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

Unity, USA 3,052 147 653

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

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

Pinaya, Peru 755 958 2,616

Lincoln, USA 480 3,684 1,312

Hog Heaven, USA (Note a) 1,911 10,855 7,812

Project Generation and other 14,216 21,675 20,505

Total $ 63,287 $ 130,944 $ 126,719

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

Earn-in option agreements:

The Company has entered into various joint venture earn-in agreements whereby it has an option to obtain ownership interests in project entities through a combination of payments to the owner and funding exploration and evaluation expenditures on the underlying exploration assets according to a specified timeframe, while determining whether it wishes to continue to invest to obtain a minority or majority interest.

Under these agreements, the Company may obtain ownership rights to the underlying mineral interests through acquisition of the underlying rights or through obtaining control of the entity holding such rights.

Project entities are generally considered variable interest entities prior to the Company acquiring an equity interest in the project entity (and thereafter in cases where the entity is financed through additional subordinated financial support such as shareholder debt).

The Company has exercised judgment in determining that the activities that most significantly affect the project entity’s performance during the early exploration stage of the Company including the Company’s determination that its decision-making rights, which are practically limited to short-term discretionary exploration activity, are not the activities that most significantly affect the economic results of the project entities.

The Company has determined that decisions that most significantly affect the economic results of a non-operating entity holding a single or primary exploration property without reserves include granting or amending exploration concessions and options as well as decisions related to the retention or abandonment of the associated mineral rights, none of which can be undertaken unilaterally by the Company.

The table below shows the net carrying value of the Company’s assets in these entities, being the investment in the equity of the ultimate owner of the project (“Project Sponsor”) and the investment in the equity of the underlying project entity, respectively, as of December 31, 2024, which together represent the Company’s maximum exposure to loss on the underlying project as of December 31, 2024 as a result of the earn-in agreement and associated agreements.

The Company has no liabilities on the balance sheet with respect to these entities.

The Company has no minimum commitment to future expenditures in relation to these arrangements and has not issued guarantees on behalf of these entities.

The table also presents certain information with respect to the earn-in option (cumulative expenditures to date, expenditures necessary to obtain an initial minority ownership right and expenditures required to achieve the maximum ownership interest available under the agreement).

Exploration expenditures made in respect of these earn-in arrangements, which are at the discretion of the Company and therefore exceed contractual obligations, are presented in Note 15.

The Company funds exploration expenditures in excess of contractual requirements for the purpose of evaluating and investing in option agreements.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Project Investment

Entity Cumulative Earn-In

Expenditures and payments

as of December 31, 2024 Ownership

percentage of

project entity at December 31, 2024 Expenditures

Achieve Maximum

Ownership Interest Maximum

Hog Heaven $ 355 (1)

$ — $ 23.4 million 0 % (2)

$ 44.5 million 75 %

Perseverance $ 79 (1)

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

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

$ 15.0 million 80 %

_______________

(1) Included in other investments.

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

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

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

(a) The Company has an earn-in agreement whereby it must incur $ 15.0 million in earn-in expenditures (completed) and make payments to the counterparty totaling $ 4.5 million ($ 2.5 million paid as of December 31, 2025 ), the last of which is due in 2027, to earn an initial 51 % interest in the Hog Heaven Project.

The Company can earn an additional 24 % in the project, for a total of 75 %, if it completes an additional $ 25.0 million in expenditures by February 26, 2032.

As at December 31, 2025 the Company has incurred cumulative expenditures of $ 22.7 million in relation to its earn-in at the Hog Heaven Project.

Disposal of subsidiary:

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

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

On October 15, 2024, VRB entered into an agreement with Red Sun to form a joint venture in VRB's existing operation in China.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Red Sun purchased shares of VRB China, a previously wholly-owned subsidiary of VRB, from VRB for $ 20.0 million and was required to make a capital increase directly in VRB China in the amount of $ 35.2 million, of which $ 12.7 million was received in 2024 and $ 22.5 million in 2025.

The $ 20.0 million due to VRB is payable in two tranches.

On February 11, 2025, VRB received the first tranche payment.

The second tranche payment of $ 10.0 million was due on June 30, 2025 and has not been received.

Management continues to pursue recovery of the outstanding receivable through ongoing discussions with Red Sun.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

The receivable is supported by collateral in the form of equity;

however, as of the reporting date, management has not initiated enforcement or execution of the collateral.

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

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

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

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

October 31, 2024

Fair value of retained interest $ 35,761

3 unchanged sentences

Gain on disposal of subsidiary $ 50,685

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

As at December 31, 2025, the Company’s maximum exposure to loss in VRB China is represented by the aggregate carrying value of $ 47.2 million for its retained interest in the equity of VRB China.

Non-controlling interests investment in subsidiary:

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

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

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

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

(“CMH”), a Colombian company that owns 100 % of the Alacrán Project and is the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.

For its 50 % interest, JCHX will pay the $ 100.0 million purchase price in three installments.

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

On January 4, 2024, Cordoba received the second installment of $ 40.0 million that was payable in cash upon the board of directors of Cordoba approving the Feasibility Study of the Alacran Project and the filing of the Environmental Impact Assessment (“EIA”) to the relevant Colombian Government authority, with $ 10.0 million of this amount paid in December 2023 and the remaining $ 30.0 million settled in January 2024.

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

Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment.

In the event JCHX does not pay the third installment, JCHX’s and Cordoba’s ownership of CMH shares will be adjusted to 40 % and 60 %, respectively.

On January 4, 2024, Cordoba received the second installment of $ 40.0 million.

The final installment of $ 20.0 million was received in June 2025.

The Company currently retains control over the relevant activities of CMH and therefore continues to consolidate the entity.

1 unchanged sentence

Upon closing in 2023, the Company recorded the difference between the consideration received and the carrying value of the interest given up of $ 18.0 million in additional paid in capital.

Non-controlling interests:

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

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

The assets and

On May 8, 2025, Cordoba entered into an agreement with JCHX and a consortium of investors to sell Cordoba's remaining 50 % interest in the Alacrán Copper Project, for $ 88.0 million in cash on closing, $ 12.0 million in a deferred payment, and up to $ 28.0 million in a contingent payment depending on the copper price at the time of commercial production.

The closing of the transaction was contingent upon the approval of the Environmental Impact Assessment (“EIA”), which remains pending from the relevant Colombian Government authority as of the outside date of December 31, 2025.

This provided either party the right to exit the agreement.

On February 10, 2026, the agreement was amended to provide for the full $ 128.0 million purchase price to be paid at closing and remove any post-closing payments, waive the closing condition of an EIA , add a new closing condition of JCHX shareholder approval, and extend the outside date to March 10, 2026.

Cordoba has also agreed to use commercially reasonable efforts to distribute to its shareholders the net proceeds after satisfying all liabilities and obligations, subject to required approvals, such that $ 10.0 million will remain in Cordoba.

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

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

Non-controlling interests:

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

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

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

Kaizen VRB Cordoba CGI SNC Total

Balance at December 31, 2023 $ 316 $ ( 3,783 ) $ 5,366 $ 132 $ — $ 2,031

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

Non-controlling interests share of income (loss) — 4,249 ( 15,473 ) ( 44 ) ( 380 ) ( 11,648 )

Changes in non-controlling interests arising from changes in ownership interest ( 316 ) — 20,628 — 364 20,676

49 unchanged sentences

Total $ ( 125,035 ) $ ( 140,238 ) $ ( 216,659 )

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

The annual income tax expense (benefit) attributable to income from continuing operations is different from the amount that would be provided by applying the statutory federal income tax rate to the Company’s pretax (loss) income.

2 unchanged sentences

2025 2024 2023

Federal tax rate 21 % 21 % 21 %

Expected income tax expense (benefit) at U.S.

Amount % Amount % Amount %

Expected income tax (benefit) expense at U.S.

Federal tax rate $ ( 26,258 ) 21 % $ ( 29,450 ) 21 % $ ( 45,498 ) 21 %

Reconciling items:

Difference between statutory and foreign tax rate ( 11,353 ) ( 3,513 ) ( 763 )

Permanent differences 3,440 ( 3 ) 3,964 ( 3 ) 4,457 ( 2 )

1 unchanged sentence

Other ( 608 ) 1 25 — 13 —

Income tax (recovery) expense $ 32 $ ( 584 ) $ 618

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Difference between statutory and foreign tax rate ( 1,156 ) 1 ( 11,353 ) 8 ( 3,513 ) 2

Change in valuation allowance 10,633 ( 9 ) 8,079 ( 6 ) 21,262 ( 10 )

Other 1,393 ( 1 ) 4,067 ( 3 ) 1,108 ( 1 )

Income tax expense (benefit) $ 12 — % $ 32 — % $ ( 584 ) — %

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below.

15 unchanged sentences

Net deferred tax liability $ ( 4,751 ) $ ( 4,049 )

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

The Company evaluated the positive and negative evidence available to determine the amount of valuation allowance required on its deferred tax assets.

Due to the early stage of exploration, the Company has recognized a valuation allowance against deferred income tax assets in excess of those supported by the reversal of taxable temporary differences.

The Company has recognized a valuation allowance against deferred income tax assets in excess of those supported by the reversal of taxable temporary differences.

As of December 31, 2025, a $ 169.9 million valuation allowance has been provided.

2 unchanged sentences

Balance, beginning of year $ ( 139,953 ) $ ( 117,154 )

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

(Increase) decrease due to foreign currency translation ( 6,764 ) 5,361

Increase related to non-utilization of deferred tax assets due to uncertainty of recovery and increase related to non-utilization of net operating loss carryforwards ( 23,201 ) ( 36,063 )

Decrease related to utilization and expiration of deferred tax assets, other 7,903 2,098

(Increase) decrease related to utilization and expiration of deferred tax assets, other ( 2 ) 7,903

Balance, end of year $ ( 169,919 ) $ ( 139,953 )

1 unchanged sentence

Country Losses Expiry

$ 275,894 2036 to 2043

United States $ 344,354 2036 to 2045

Canada 46,998 2028 to 2045

7 unchanged sentences

state and foreign jurisdictions.

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

The Company had no unrecognized income tax benefits as of December 31, 2025 or 2024.

7 unchanged sentences

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

4 unchanged sentences

Ivanhoe Capital Aviation (Note b) — 83 750 1,000 1,000

High Water Holding Company (Note b) 250 — 250 — —

I-Pulse (Note c) — — — 1,379 3,107

2 unchanged sentences

Revenue and accounts receivable

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

Maaden Joint Venture (Note 8(a)) $ — $ 300 $ 2,409 $ 1,463 $ —

Global Mining (Note a) 422 831 — — —

Ma'aden Joint Venture (Note 8(a)) 176 1,254 — — —

Maaden Joint Venture (Note 8(a)) 141 176 — — —

I-Pulse (Note c) 1,573 2,593 — — —

8 unchanged sentences

(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 December 31, 2024.

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

ICA provides use of its aircraft to the Company.

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

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

(b) Ivanhoe Capital Aviation (“ICA”) and High Water Holding Company (“High Water”) are entities beneficially owned by the Company’s Executive Chairman.

ICA and High Water provided use of an aircraft to the Company during 2025.

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, representing 50 % of each component of the agreement.

The remaining payments will be made as each Typhoon™ transmitter system is delivered.

As at December 31, 2025, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.

(d) JCHX held 19.2 % of Cordoba’s issued and outstanding common stock as at December 31, 2025 (December 31, 2024 - 19.7 %).

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.

In June 2025, JCHX completed the third and final

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters to be delivered in stages over approximately three years .

The total purchase price for the six Typhoon™ transmitters is $ 12.4 million, which includes research and development costs of $ 2.8 million.

The agreement also includes maintenance costs of $ 1.7 million.

The Company is recognizing the research and development costs and annual maintenance costs on a straight line basis in the consolidated statement of loss over the applicable term.

In October 2022, the Company made deposit payments totaling $ 7.1 million, representing 50 % of each component of the agreement.

The remaining payments will be made as each Typhoon™ transmitter system is delivered.

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

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

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

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

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

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

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

The loan bears simple interest at 12 % per annum and is payable on its maturity date, which is the earlier of twelve months after the date of the loan agreement, and the date the second installment of $ 40.0 million becomes payable by JCHX under the strategic arrangement described in Note 18.

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

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

installment of $ 20.0 million in relation to its acquisition of a 50 % interest in the Alacran Project.

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

Net loss per share:

8 unchanged sentences

The amount of antidilutive shares excluded from the calculation as at December 31, 2025 was 20.3 million (December 31, 2024 - 9.0 million, December 31, 2023 - 7.5 million).

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

Fair value measurement:

20 unchanged sentences

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

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

The Santa Cruz Project and critical metals segments are focused on mineral project exploration and development with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification.

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

The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries.

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

IVANHOE ELECTRIC INC.

2 unchanged sentences

dollars, unless otherwise indicated)

The 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 project exploration and development with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification.

The Santa Cruz 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.

Segment information for the periods presented is as follows:

As at and for the year ended December 31, 2025

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Santa Cruz Copper Project Critical Metals Data Processing Energy Storage Total

Revenue $ — $ — $ 3,244 $ — $ 3,244

6 unchanged sentences

As at and for the year ended December 31, 2024

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Santa Cruz Copper Project Critical Metals Data Processing Energy Storage Total

Revenue $ — $ — $ 2,831 $ 70 $ 2,901

6 unchanged sentences

For the year ended December 31, 2023

Santa Cruz Project Critical Metals Data Processing Energy Storage Total

Santa Cruz Copper Project Critical Metals Data Processing Energy Storage Total

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

Intersegment revenues — — 100 — 100

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

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

Depreciation and amortization 87 975 995 583 2,640

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

4 unchanged sentences

Total $ 3,244 $ 2,901 $ 3,903

IVANHOE ELECTRIC INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S.

dollars, unless otherwise indicated)

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

1 unchanged sentence

Long-lived assets 2025 2024

U.S.A $ 210,337 $ 196,767

United States $ 211,284 $ 210,337

Colombia 19,695 20,344

Peru 2,561 2,555

Other 748 595

14 unchanged sentences

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

Subsequent event:

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

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

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

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data