Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Ivanhoe Electric Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ivanhoe Electric Inc. 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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
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 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
Chartered Professional Accountants
Vancouver, Canada
February 23, 2026
We have served as the Company's auditor since 2021.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Ivanhoe Electric Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Ivanhoe Electric Inc. and subsidiaries (the “Company") as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 23, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
February 23, 2026
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IVANHOE ELECTRIC INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
At December 31, 2025 and 2024
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 173,263 $ 40,971
Restricted cash 3,010 4,338
Accounts and other receivables 526 21,569
Prepaid expenses and deposits 3,394 2,408
180,193 69,286
Non-current assets:
Investments subject to significant influence 58,399 64,887
Other investments 1,221 1,745
Exploration properties 224,145 225,876
Property, plant and equipment 9,289 9,667
Other non-current assets 10,026 3,471
Total assets $ 483,273 $ 374,932
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 16,309 $ 11,121
Note payable, current — 12,409
Convertible debt 33,738 —
Deferred exploration liability 2,748 4,101
Due to related party — 5,001
Lease liabilities, current 1,080 784
53,875 33,416
Non-current liabilities:
Note payable — 24,163
Convertible debt — 30,942
Deferred income taxes 4,751 4,049
Lease liabilities, net of current portion 1,079 1,561
Other non-current liabilities — 370
Total liabilities 59,705 94,501
Commitments and contingencies (Note 25)
Equity:
Common stock, par value $ 0.0001 ; 700,000,000 shares authorized; 145.5 million shares issued and outstanding as of December 31, 2025 (December 31, 2024 - 700,000,000 authorized; 120.6 million issued and outstanding)
15 12
Additional paid-in capital 1,055,711 802,032
Accumulated deficit ( 636,001 ) ( 530,127 )
Accumulated other comprehensive income ( 3,613 ) ( 3,276 )
Equity attributable to common stockholders 416,112 268,641
Non-controlling interests 7,456 11,790
Total equity 423,568 280,431
Total liabilities and equity $ 483,273 $ 374,932
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IVANHOE ELECTRIC INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
Years ended December 31, 2025, 2024 and 2023
2025 2024 2023
Revenue $ 3,244 $ 2,901 $ 3,903
Cost of sales ( 1,126 ) ( 1,018 ) ( 2,986 )
Gross profit 2,118 1,883 917
Operating expenses:
Exploration expenses 63,287 130,944 126,719
General and administrative expenses 39,242 44,740 48,204
Research and development expenses 275 2,853 6,120
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
Other expenses (income):
Interest expense, net 4,141 2,585 2,960
Foreign exchange loss (gain) 553 665 ( 1,274 )
Share of losses from significant influence investments 5,550 8,668 35,952
Gain on disposal of subsidiary — ( 50,685 ) —
Other expenses (income), net 1,220 2,054 ( 1,381 )
Loss before income taxes 125,035 140,238 216,659
Income taxes (recovery) 12 32 ( 584 )
Net loss 125,047 140,270 216,075
Less loss attributable to non-controlling interests ( 19,173 ) ( 11,648 ) ( 16,698 )
Net loss attributable to common stockholders or parent 105,874 128,622 199,377
Net loss 125,047 140,270 216,075
Other comprehensive loss, net of tax:
Foreign currency translation adjustments 65 1,028 1,359
Other comprehensive loss 65 1,028 1,359
Comprehensive loss $ 125,112 $ 141,298 $ 217,434
Comprehensive loss attributable to:
Common stockholders or parent 106,211 129,825 200,261
Non-controlling interests 18,901 11,473 17,173
$ 125,112 $ 141,298 $ 217,434
Net loss per share attributable to common stockholders or parent
Basic and diluted $ 0.79 $ 1.07 $ 1.95
Weighted-average common shares outstanding
Basic and diluted 133,583,203 120,377,904 102,491,529
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IVANHOE ELECTRIC INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars, except for share amounts)
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
Shares Amount
Balance at January 1, 2023 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 )
Issuance of common stock; public offering and subscription agreement, net of issuance costs 15,143,279 2 195,949 — — — 195,951
Issuance of common stock; strategic investment, net of issuance costs 10,269,604 1 123,670 — — — 123,671
Issuance of common stock; earn-in payment 10,281 — 150 — — — 150
Stock options exercised 1,379,526 — 3,422 — — — 3,422
Settlement of restricted share units 250,000 — — — — — —
Settlement of deferred share units 11,990 — — — — — —
Stock-based compensation — — 20,738 — — 225 20,963
Non-controlling interests investment in subsidiary — — 24,258 — — 22,896 47,154
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
Net loss — — — ( 128,622 ) — ( 11,648 ) ( 140,270 )
Other comprehensive (loss) income — — — — ( 1,203 ) 175 ( 1,028 )
Issuance of common stock; Kaizen arrangement 116,413 — 952 — — — 952
Issuance of common stock; earn-in payment 12,765 — 95 — — — 95
Settlement of restricted share units 304,213 — — — — — —
Settlement of deferred share units 1,972 — — — — — —
Stock options exercised 151,485 — 867 — — — 867
Stock-based compensation — — 14,718 — — 246 14,964
Taxes paid on net settlement of RSU's — — ( 870 ) — — — ( 870 )
Non-controlling interests investment in subsidiary — — 9,387 — — 20,992 30,379
Other changes in non-controlling interests
— — ( 933 ) — — ( 6 ) ( 939 )
Balance at December 31, 2024 120,612,112 $ 12 $ 802,032 $ ( 530,127 ) $ ( 3,276 ) $ 11,790 $ 280,431
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.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
Years ended December 31, 2025, 2024 and 2023
2025 2024 2023
Operating activities
Net loss $ ( 125,047 ) $ ( 140,270 ) $ ( 216,075 )
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization 2,951 2,703 2,640
Stock-based compensation 11,657 14,964 20,963
Non-cash exploration and research and development expense 300 1,395 3,281
Interest expense 2,796 2,899 3,707
Unrealized foreign exchange loss (gain) 336 527 ( 1,293 )
Share of losses from significant influence investments 5,550 8,668 35,952
Gain on disposal of subsidiary — ( 50,685 ) —
Provision for expected credit loss 10,304 — —
Impairment 2,555 — —
Income taxes — — ( 583 )
Other 1,230 2,953 ( 367 )
Changes in other operating assets and liabilities:
Trade accounts receivable 1,043 385 ( 1,829 )
Operating lease liabilities ( 868 ) ( 1,253 ) ( 966 )
Accounts payable and accrued liabilities 603 ( 7,859 ) 1,879
Deferred exploration liability ( 1,353 ) 4,101 —
Other operating assets and liabilities ( 1,257 ) ( 624 ) 2,176
Net cash used in operating activities ( 89,200 ) ( 162,096 ) ( 150,515 )
Investing activities
Purchase of exploration properties ( 1,106 ) ( 10,640 ) ( 80,507 )
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 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
Repayment of related party loan ( 10,000 ) — —
Non-controlling interests investment in subsidiary 20,251 26,380 39,454
Proceeds from exercise of stock options and warrants 5,971 867 3,422
Debt issuance costs ( 626 ) — —
Other ( 759 ) ( 1,271 ) ( 44 )
Net cash provided by financing activities 214,722 18,895 366,454
Effect of foreign exchange rate changes on cash and cash equivalents 855 ( 2,063 ) 210
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
Cash, cash equivalents and restricted cash, end of the year $ 176,273 $ 45,309 $ 205,043
Restricted cash, end of the year 3,010 4,338 —
Cash and cash equivalents, end of the year $ 173,263 $ 40,971 $ 205,043
Supplemental cash flow information
Interest paid $ 3,534 $ 4,691 $ 3,723
Cash paid for income taxes $ 29 $ 1,915 $ 1,203
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock $ — $ 1,047 $ —
Non-controlling interests investment in subsidiary — 4,000 10,546
Settlement of related party loan — ( 4,000 ) —
Note payable issued as consideration for land purchase — — 82,590
Settlement of loan upon issuance of shares of subsidiary $ — $ — $ ( 10,546 )
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IVANHOE ELECTRIC INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
1. Background and basis of preparation:
Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States 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 Maaden (“Maaden”) to explore prospective land in Saudi Arabia.
The Company conducts the following business activities through certain subsidiaries:
• VRB Energy Inc. (“VRB”) is establishing a United States-based grid scale vanadium redox flow battery manufacturing business. Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at 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. (“CGI”), provides data analytics, geophysical modelling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at December 31, 2025 (December 31, 2024 — 94.3 %).
• Cordoba Minerals Corp. (“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 %).
Basis of preparation:
These consolidated financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
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.
References to “$” refer to United States dollars and “Cdn$” to Canadian dollars.
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IVANHOE ELECTRIC INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
2. Significant accounting policies:
(a) Basis of measurement:
These consolidated financial statements have been prepared on the historical cost basis except as disclosed in these accounting policies.
(b) Principles of consolidation:
The consolidated financial statements of the Company include the accounts of those subsidiaries where it directly or indirectly has more than 50% of the voting rights and/or has control over the subsidiary. For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity.
The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model.
An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.
The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. 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.
(c) Foreign currency:
The functional currency and reporting currency of Ivanhoe Electric is the U.S. dollar. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates.
(i) Foreign currency translation:
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in effect on the balance sheet date. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in net loss.
(ii) Foreign operations:
The assets and liabilities of foreign operations whose functional currency is other than the reporting currency are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are shown as a component of other comprehensive income.
(d) Cash and cash equivalents:
Cash and cash equivalents comprise deposits held with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
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IVANHOE ELECTRIC INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
(e) Trade accounts receivable:
Trade accounts receivable are recorded at cost and do not bear interest. Management evaluates all accounts periodically and an allowance is established based on the best facts available. 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 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.
Interests in equity-accounted investees are recognized initially at cost. Subsequently, the Company adjusts the carrying amount of the investments to fair value where the fair value option has been elected or recognizes its share of earnings or losses of the investees where applying the equity method.
Where investee’s financial information is not produced in a sufficiently timely manner for the Company to apply the equity method of accounting in its consolidated financial statements, the Company records its share of earnings and losses on a lag, not to exceed three months. When a lag period is applied, the Company discloses all material intervening events.
The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to other expenses.
(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. 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.
Exploration and evaluation costs include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain.
Exploration and evaluation costs include funding exploration and evaluation costs pursuant to earn-in arrangements through which the Company has the right to fund exploration and evaluation activities on assets owned by a third party and the opportunity to earn into a partial ownership position directly or indirectly in the underlying assets upon reaching specified funding thresholds. 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.
(h) Property, plant and equipment:
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized.
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:
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IVANHOE ELECTRIC INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Asset Basis
Equipment and vehicles 3 to 10 years
Computer equipment 3 to 5 years
Leasehold improvements Shorter of useful life and remaining lease term
The useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes in estimate accounted for on a prospective basis.
(i) Leases:
The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset.
The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability at the commencement of the lease, except the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months. The Company has elected to treat the lease and non-lease components of office leases as a single lease component.
Lease liabilities are initially measured at the present value of the unpaid lease payments at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.
Operating Leases
The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.
For operating leases, the Company records the amortization of the ROU assets and the accretion of the lease liabilities as a single lease cost on a straight-line basis over the lease term.
Finance Leases
For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense.
(j) Intangible assets:
Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over the assets estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.
The estimated useful lives of intangibles are:
Asset Basis
Patents and licenses 5 to 20 years
Software 1 to 5 years
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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. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals.
(l) Revenue recognition:
The Company recognizes revenue from the following major sources:
• Data processing services;
• Sale of software licenses; and
• Sale of renewable energy storage systems.
(i) Data processing services:
The Company sells data processing services to customers in the mineral, oil & gas and water exploration industries. The Company enters into contracts with customers with single and multiple deliverables or performance obligations. General payment terms are net 15 days. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of 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. Control transfers on the agreed upon deliverable being delivered to the customer, the customer accepting the deliverable and when the Company has not retained any significant risk of future obligations with respect to the service being provided.
The Company enters into arrangements for the provision of long-term data processing services. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized for these services based on the stage of completion of the contract using the most appropriate measure of progress towards complete satisfaction of the performance obligations. Payment for these services is in accordance with an agreed billing schedule and therefore either (i) a contract asset is recognized over the period in which the services are performed, representing the Company’s right to consideration for the services performed to date, or (ii) a contract liability is recognized until the corresponding services have been provided.
(ii) Sale of software licenses:
The Company enters into software license agreements where it provides the use of software to the customer. The Company recognizes revenue at the point in time that it satisfies its performance obligation by making the software available for download, meeting customer specific acceptance criteria, where applicable, and having reasonable certainty that the consideration will be received. Revenue is measured based on the consideration specified in a contract with a customer.
(iii) Sale of energy storage systems:
The Company designs, develops, and manufactures energy storage systems as products as well as energy storage solutions and operations & maintenance (“O&M”) services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer.
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(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.
Revenue is recognized for sales of battery storage solutions over time based on the estimated progress to completion using a cost-based input method. In applying the cost-based input method of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The cost based input method of revenue recognition is considered a faithful depiction of efforts to satisfy energy storage solutions and therefore reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance. The cost-based input method of revenue recognition requires the Company to make estimates of net contract revenues and costs to complete projects.
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.
(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. Asset retirement obligations are recorded when environmental disturbance occurs, accompanied by a legal obligation to remediate. 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.
(n) Stock-based compensation:
The Company recognizes employee stock-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The fair value of stock options is determined using the Black-Scholes option valuation model using the grant date stock price, dividend yield, estimated amounts for volatility of the Company’s stock, the expected life of the awards and the risk-free interest rate. Compensation expense is recognized over the requisite service period for each separate tranche of the award. Forfeitures are accounted for as they occur.
The fair value of stock-settled restricted stock units (“RSU’s”) and deferred share units (“DSU’s”) is based on the Company’s stock price on the date of grant. Shares of common stock are issued at the vesting date for stock-settled RSU’s and DSU’s. 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.
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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of uncertain income tax positions if those positions are more likely than not of being sustained. 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
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judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses.
Each reporting period, the Company reviews its deferred tax assets for the possibility they will not be realized. A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized.
(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. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 22):
• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date.
• Level 2: 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. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
• Level 3: 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).
(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.
(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 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. Amortization of debt issuance costs is included in interest expense in the Company’s consolidated statement of loss.
For debt where the Company has elected fair value accounting under ASC 825, debt issuance costs are expensed on recognition in the Company’s consolidated statement of net loss.
Costs directly attributable to the issuance of equity in the Company are netted against the gross proceeds of the equity.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
3. Use of estimates:
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Significant areas requiring the use of estimates are as follows
(i) Recoverable value of exploration properties:
The Company reviews and evaluates exploration properties for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of 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:
The recoverability of the carrying value of the Company’s investments in private equity securities, including those subject to significant influence, is dependent on the Company’s ability to sell the assets privately or the investees’ ability to publicly list the shares or generate profitable operations and pay dividends in the future, in each case in amounts that exceed the carrying value. Changes in the investees’ plans and value or the Company’s expectations related to the manner and timing of realizing the value of its equity investments, may result in changes in the recoverability of recorded amounts.
(iii) Recoverability of deferred income tax assets:
The Company has recognized significant valuation allowances against its deferred tax assets. The necessity for valuation allowances could be affected by changes in the Company’s estimates of future taxable income. 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) 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.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
4. 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 November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The Company is required to adopt ASU 2024-03 on January 1, 2027 and is currently evaluating the expected impact on the consolidated financial statements.
5. Cash and cash equivalents:
Of the total cash and cash equivalents at December 31, 2025 and 2024, $ 9.1 million and $ 11.2 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries (Note 18).
6. Restricted cash and deferred exploration liability:
On May 7, 2024, the Company entered into an Exploration Alliance Agreement ("the Alliance") with BHP Mineral Resources Inc. (“BHP”), which sets out the framework for BHP and the Company to explore mutually agreed areas of interest in the United States to identify copper and other critical metal exploration opportunities within those areas of interest that may become 50/50 owned joint ventures.
The agreement is for a term of three years , which may be extended upon mutual agreement. BHP will provide the initial funding of $ 15.0 million and thereafter the Company and BHP would provide funding on a 50/50 basis. The Company will provide the Alliance access to one Typhoon™ system.
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.
7. Accounts and other receivables:
December 31,
2025 December 31,
2024
Trade accounts receivable $ 14 $ 762
Other receivables (Note a) 10,816 20,807
Provision for expected credit loss (Note a) ( 10,304 ) —
$ 526 $ 21,569
(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
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(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.
8. Investments subject to significant influence:
The Company’s principal investments subject to significant influence are its investment in Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") and VRB Energy System (Beijing) Co., Ltd. (“VRB China”). Others include its investments in Sama Resources Inc. (“Sama”).
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
Maaden Joint Venture (Note a) VRB China (Note b) SNC
(Note c) Other Sama
(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 )
Acquisition — — ( 489 ) — — ( 489 )
Change in fair value — — — — ( 1,030 ) ( 1,030 )
Other — — — ( 177 ) — ( 177 )
Foreign currency translation — — ( 20 ) ( 126 ) — ( 146 )
Balance at December 31, 2024 20,389 40,600 — 769 3,129 64,887
Share of (losses) income ( 12,162 ) 6,592 — 20 — ( 5,550 )
Change in fair value — — — — ( 940 ) ( 940 )
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 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Summarized financial information for the Maaden Joint Venture is as follows:
As at and for the year ended December 31
2025 2024
Current assets $ 14,762 $ 34,612
Non-current assets 10,085 12,530
Current liabilities 1,955 6,182
Non-current liabilities 186 181
Equity 22,706 40,779
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:
On October 15, 2024, VRB entered into a transaction to reduce its ownership interest in VRB China from 100 % to 49 %, with the change in control becoming effective on October 31, 2024. As a result, VRB de-consolidated VRB China and began equity accounting for its retained interest. Refer to Note 16 for further information on the transaction.
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 ; offset by:
• $ 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 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
Non-current assets 6,642 2,497
Current liabilities 8,943 5,212
Non-current liabilities 709 173
Equity 31,856 15,862
Net loss $ 6,442 $ 2,776
(c) Sama Nickel Corporation:
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. The Company determined that it acquired control of SNC and commenced consolidating the results of SNC from March 11, 2024 under the voting interest entity model. The acquisition was accounted for as an asset acquisition as SNC did not meet the definition of a business. The cost of the acquisition was allocated to the assets and liabilities of SNC, including its exploration property in the Ivory Coast.
(d) Sama:
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.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
9. Exploration properties:
Santa
Cruz
(Note a) Tintic
(Note b) Alacrán
(Note c) Other Total
Balance at December 31, 2023 166,492 30,663 15,315 3,820 216,290
Acquisition costs 10,300 40 — 529 10,869
De-recognition — — — ( 1,300 ) ( 1,300 )
Foreign currency translation — — — 17 17
Balance at December 31, 2024 176,792 30,703 15,315 3,066 225,876
Acquisition costs 731 — — 375 1,106
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 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.
(c) The Alacrán project is a copper-gold project in Colombia, held by Cordoba. 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.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
10. Accounts payable and accrued liabilities:
December 31,
2025 December 31,
2024
Trade accounts payable $ 7,792 $ 6,309
Accrued liabilities 6,465 2,367
Due to related parties 1,845 2,176
Other payables 207 269
$ 16,309 $ 11,121
11. Note payable:
Note payable
Balance at December 31, 2023 $ 48,916
Finance expense 4,429
Payment ( 16,773 )
Balance at December 31, 2024 $ 36,572
Finance expense 2,701
Payment ( 39,273 )
Balance at December 31, 2025 $ —
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.
12. Convertible debt:
VRB
Convertible
bond
Balance at December 31, 2023 $ 28,372
Finance expense 2,570
Balance at December 31, 2024 30,942
Finance expense 2,796
Balance at December 31, 2025 $ 33,738
On July 8, 2021, VRB issued a convertible bond for gross proceeds of $ 24.0 million. The bond has a five-year term and interest accrues at a rate of 8 % per annum.
Prior to the maturity date of July 8, 2026, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:
• the transaction price of the equity financing or sale event; and
• the valuation cap price of $ 158.0 million divided by the total shares outstanding at the time of the event.
If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.
The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
13. Equity:
(a) Common stock transactions:
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. (“Kaizen”) not already beneficially owned by Ivanhoe Electric pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
Immediately prior to the closing of the Arrangement, Ivanhoe Electric beneficially owned 82.5 % of the issued and outstanding common shares of Kaizen on a non-diluted basis. Following the closing of the Arrangement, Ivanhoe Electric beneficially owns 100 % of the issued and outstanding common shares of Kaizen on a fully diluted basis.
Ivanhoe Electric acquired the common shares in consideration for the issuance of one share of common stock of Ivanhoe Electric for every 127 Common Shares issued and outstanding immediately prior to the closing of the Arrangement. A total of 116,413 shares of Ivanhoe Electric were issued.
(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 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
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(Tabular amounts expressed in thousands of U.S. 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:
A portion of total stock-based compensation is incurred by non-wholly-owned subsidiaries, as follows:
Year ended December 31,
2025 2024 2023
Ivanhoe Electric $ 11,269 $ 13,866 $ 20,028
Non-wholly-owned subsidiaries 388 1,098 935
$ 11,657 $ 14,964 $ 20,963
Option exercises at the subsidiary level, should they occur, will impact the Company’s non-controlling interest in the applicable subsidiary, not the Company’s share capital.
Stock-based payment compensation was allocated to operations as follows:
Year ended December 31,
Stock-based payment compensation in: 2025 2024 2023
General and administrative expenses $ 9,818 $ 11,923 $ 17,670
Exploration expenses 1,839 3,041 3,277
Research and development expenses — — 11
Cost of sales — — 5
$ 11,657 $ 14,964 $ 20,963
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. Stock options may not be granted with an exercise price less than the closing price of the Company’s common stock on the grant date. As of December 31, 2025, 14,757,072 shares were available for grant under the LTIP and no shares were available under other plans.
(i) Stock options:
A summary of stock options outstanding and activity is presented below.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Number
of options Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term (years) Aggregate Intrinsic Value
Outstanding at January 1, 2023 7,071,164 $ 6.11
Granted 950,000 13.96
Exercised ( 1,379,526 ) 2.49
Forfeited/expired ( 442,701 ) 6.13
Outstanding at December 31, 2023 6,198,937 8.11 4.5 $ 20,207
Granted 2,216,404 13.50
Exercised ( 151,485 ) 5.72
Forfeited/expired ( 188,429 ) 8.77
Outstanding at December 31, 2024 8,075,427 9.62 2.6 $ 12,614
Exercised ( 1,131,331 ) 4.96
Forfeited/expired ( 264,890 ) 12.61
Outstanding at December 31, 2025 6,679,206 $ 10.38 3.5 $ 39,884
Vested and exercisable at December 31, 2023 2,766,116 $ 5.51 3.6 $ 14,151
Vested and exercisable at December 31, 2024 4,461,184 $ 6.73 3.0 $ 12,614
Vested and exercisable at December 31, 2025 5,034,006 $ 9.33 3.0 $ 33,451
The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model. Expected volatility was calculated based on the historical volatility of a group of peer companies’ common stock and a group of relevant stock market indices over the expected option life. Management exercised judgment in determining the expected life of the options and considered factors such as the contractual term of the options, the vesting schedule and expected volatility. 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
Weighted average assumptions used to value stock option awards:
Fair value of common stock $ 9.20 $ 13.94
Expected volatility 61.4 % 68.2 %
Expected life of options (in years) 4.0 4.0
Expected dividend rate 0 % 0 %
Risk-free interest rate 4.29 % 4.04 %
Weighted average grant-date fair value (per option) $ 3.70 $ 7.53
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:
On January 1, 2023, Ivanhoe Electric granted 750,000 stock-settled RSUs to an executive of the Company. The RSUs comprise five equal tranches vesting in one-fifth annual increments beginning one year from the
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grant date. The fair value of the stock-settled RSUs is amortized over the vesting period. The total fair value of the January 1, 2023 RSU grant was $ 9.1 million.
On March 6, 2025, the Company granted 776,557 stock settled RSU's to certain officers and employees of the Company. The RSU’s vest in three equal tranches beginning one year from the grant date. The fair value of the stock-settled RSU’s is amortized over the vesting period. The total grant date fair value of these RSU's was $ 4.5 million based on a grant date share price of $ 5.84 per share.
A summary of outstanding stock-settled RSU’s as of December 31, 2025 and activity during the year then ended is presented below.
Number
of awards Weighted-Average
Grant Date Fair Value Per Award Aggregate Intrinsic Value
Outstanding at January 1, 2023 750,000 $ —
Granted 750,000 12.15
Vested ( 250,000 ) 9.98
Outstanding at December 31, 2023 1,250,000 9.98 $ 12,600,000
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
Cancelled ( 142,697 ) 8.68
Outstanding at December 31, 2025 1,181,695 $ 8.46 $ 18,883,486
For the year ended December 31, 2025, the Company recognized $ 4.4 million in stock-based compensation expense relating to the vesting of RSU’s.
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.
(iii) PSU’s:
On March 6, 2025, the Company granted PSU's to certain officers and employees of the Company. The PSU's vest on December 31, 2027, with the number of units to vest determined by Ivanhoe Electric’s share price performance against constituents from a Base Metals Index. The number of units to vest ranges between zero times to two times the target number of PSU's. The total target number of PSU's is 714,822 , which is one times the target. The grant date fair value of these PSU's was $ 5.1 million.
Monte Carlo valuation methodology was used to determine the fair value of the PSU's, which required the input of the following assumptions.
Grant date: March 6, 2025
Expected volatility 63.4 %
Expected life of PSU's (in years) 2.8
USA risk-free interest rate 4.0 %
Canada risk-free interest rate 2.6 %
Expected dividend rate 0 %
Weighted average grant-date fair value (per unit) $ 7.07
Expected volatility is based on the historical volatility of the Company's share price over a term commensurate with the remaining life of the PSU's. The USA risk-free interest rate was based on the yield
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(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.
14. Revenue:
The Company recognized revenue from the following sources:
Year ended December 31,
Revenue type 2025 2024 2023
Data processing services $ 3,244 $ 2,831 $ 1,300
Energy storage systems — 70 2,603
Total $ 3,244 $ 2,901 $ 3,903
15. Exploration expense:
Year ended December 31,
Project 2025 2024 2023
Santa Cruz, USA (Note 9(a)) $ 23,589 $ 72,384 $ 57,203
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 a) 1,911 10,855 7,812
Project Generation and other 14,216 21,675 20,505
Total $ 63,287 $ 130,944 $ 126,719
(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.
16. Disposal of subsidiary:
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 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.
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(Tabular amounts expressed in thousands of U.S. 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
Consideration received for sale of shares 20,000
Net assets disposed of on de-consolidation ( 5,567 )
Accumulated other comprehensive income disposed of on de-consolidation 491
Gain on disposal of subsidiary $ 50,685
As at December 31, 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.
17. Non-controlling interests investment in subsidiary:
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 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. 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.
The Company measures its non-controlling interest and loss attributable to non-controlling shareholders on the basis of a hypothetical liquidation at book value. Upon closing 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.
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.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
18. 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 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
Other changes in non-controlling interests — ( 42 ) 530 ( 9 ) 252 731
Balance at December 31, 2024 — 424 11,051 79 236 11,790
Non-controlling interests share of (loss) income — ( 1,210 ) ( 17,650 ) 68 ( 381 ) ( 19,173 )
Changes in non-controlling interests arising from changes in ownership interest — — 13,721 — 399 14,120
Other changes in non-controlling interests — 3 700 6 10 719
Balance at December 31, 2025 $ — $ ( 783 ) $ 7,822 $ 153 $ 264 $ 7,456
Assets and liabilities belonging to the Company’s principal non-wholly owned subsidiaries as of December 31, 2025 are as follows:
VRB Cordoba CGI SNC Total
Ownership percentage at December 31, 2025: 90.0 % 60.8 % 94.3 % 60.0 %
Total assets $ 52,882 $ 18,686 $ 2,856 $ 983 $ 75,407
Total liabilities 60,728 5,544 166 322 66,760
Net assets $ ( 7,846 ) $ 13,142 $ 2,690 $ 661 $ 8,647
VRB’s liabilities as at December 31, 2025 include a loan payable to Ivanhoe Electric of $ 26.9 million.
Each of the non-wholly owned subsidiaries do not have retained earnings as they carry an accumulated deficit. Net assets of non-wholly owned subsidiaries are restricted from being transferred to Ivanhoe Electric without the other shareholders’ consent.
The Company and its wholly-owned subsidiaries do not guarantee the obligations of the non-wholly owned subsidiaries and, as such, the creditors of the non-wholly owned subsidiaries do not have recourse against the Company or its wholly owned subsidiaries. In addition, the Company may be restricted from paying dividends from non-wholly owned subsidiaries without the other shareholders’ consent.
During 2021, VRB raised capital through the issuance of convertible debt (Note 12) resulting in VRB becoming a VIE. Except as disclosed above, the Company has not provided additional subordinated financial support to VRB as at December 31, 2025, although the Company is not precluded from doing so in the future. Ivanhoe Electric does not provide any guarantees or have any commitments to fund VRB. Other creditors of VRB do not have recourse against Ivanhoe Electric. Further information about VRB, including its impact on the Company’s loss from operations, is presented as the Energy Storage segment in Note 24.
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
19. Income taxes:
Total income tax provision / (benefit) for the years ended December 31, 2025, 2024 and 2023 are allocated as follows:
Year ended December 31,
2025 2024 2023
Income from continuing operations $ 12 $ 32 $ ( 584 )
Equity, non-controlling interests investment in subsidiary — — 2,846
Total income tax provision / (benefit) $ 12 $ 32 $ 2,262
Major components of the Company’s income tax provision / (benefit) from continuing operations for the years ended December 31, 2025, 2024 and 2023 are as follows:
Year ended December 31,
2025 2024 2023
Current:
U.S. Operations $ — $ — $ —
Foreign 12 32 ( 380 )
Total current income tax provision / (benefit) 12 32 ( 380 )
Deferred:
U.S. Operations — — —
Foreign — — ( 204 )
Total deferred income tax provision / (benefit) — — ( 204 )
Total income tax provision / (benefit) $ 12 $ 32 $ ( 584 )
Loss from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023 consists of the following:
Year ended December 31,
2025 2024 2023
U.S. Operations $ ( 73,332 ) $ ( 136,615 ) $ ( 124,083 )
Foreign ( 51,704 ) ( 3,622 ) ( 92,576 )
Total $ ( 125,035 ) $ ( 140,238 ) $ ( 216,659 )
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(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. The reasons for the difference are:
Year ended December 31,
2025 2024 2023
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:
Domestic Tax
Permanent differences 3,440 ( 3 ) 3,964 ( 3 ) 4,457 ( 2 )
Change in valuation allowance 12,568 ( 10 ) 24,700 ( 18 ) 21,587 ( 10 )
Other ( 608 ) 1 25 — 13 —
Foreign Tax
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.
As at December 31,
2025 2024
Deferred tax assets:
Exploration mineral interest $ 56,783 $ 46,481
Net operating losses 90,306 73,205
Equity method investment in joint venture 14,936 12,552
Foreign capital losses 5,471 5,485
Capital loss carry-forward 1,618 1,555
Other 1,663 1,249
Total gross deferred tax assets 170,777 140,527
Less: valuation allowance ( 169,919 ) ( 139,953 )
Net deferred tax assets 858 574
Deferred tax liabilities:
Exploration mineral interest ( 4,751 ) ( 4,049 )
Other ( 858 ) ( 574 )
Total gross deferred tax liabilities ( 5,609 ) ( 4,623 )
Net deferred tax liability $ ( 4,751 ) $ ( 4,049 )
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(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. 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. The changes in the valuation allowance for the years ended December 31, 2025 and 2024 are as follows:
As at December 31,
2025 2024
Balance, beginning of year $ ( 139,953 ) $ ( 117,154 )
(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 )
(Increase) decrease related to utilization and expiration of deferred tax assets, other ( 2 ) 7,903
Balance, end of year $ ( 169,919 ) $ ( 139,953 )
As of December 31, 2025, the Company has the following net operating loss carryforwards for income tax purposes:
Country Losses Expiry
United States $ 344,354 2036 to 2045
Canada 46,998 2028 to 2045
Colombia 13,160 2029 to 2036
Singapore 4,709 Indefinite
The Company’s utilization of U.S. net operating loss carryforwards may be subject to annual limitations if there is a change in control as defined under Internal Revenue Code Section 382. As of December 31, 2025, no change in control has occurred in the Ivanhoe Electric group.
The Company files income tax returns in the U.S. federal jurisdiction and various U.S. state and foreign jurisdictions.
The Company had no unrecognized income tax benefits as of December 31, 2025 or 2024. Due to the net operating loss carryover position coupled with the lack of any unrecognized tax benefits, the Company has not provided for any interest or penalties associated with any uncertain tax positions. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to general and administrative expense. It is not anticipated that there will be any significant changes to unrecognized tax benefits within the next 12 months.
The Company has not recognized a deferred tax liability related to its investments in foreign subsidiaries that are essentially permanent in duration. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.
20. Related party transactions:
Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
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(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.
Balance outstanding as at December 31, Transactions for the year ended
December 31,
2025 2024 2025 2024 2023
Total Expenses
Global Mining (Note a) $ 649 $ 643 $ 2,729 $ 4,325 $ 13,471
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
JCHX Mining Management Co., Ltd (Note d) 1,500 1,500 — 1,580 —
Total $ 2,399 $ 2,226 $ 3,729 $ 8,284 $ 17,578
Revenue and accounts receivable
Maaden Joint Venture (Note 8(a)) $ — $ 300 $ 2,409 $ 1,463 $ —
Advances
Global Mining (Note a) 422 831 — — —
Maaden Joint Venture (Note 8(a)) 141 176 — — —
Deposit
I-Pulse (Note c) 1,573 2,593 — — —
Loan
JCHX Mining Management Co., Ltd (Note d) $ — $ 5,001 $ — $ — $ —
Transactions for the year ended
December 31,
2025 2024 2023
Expense classification
General and administrative expenses $ 3,319 $ 4,339 $ 7,469
Exploration expenses 410 3,010 8,231
Research and development expenses — 935 1,878
$ 3,729 $ 8,284 $ 17,578
(a) Global Mining Management Corp. (“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.
(c) The Company's Executive Chairman is the Chief Executive Officer and a principal owner of I-Pulse. On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters. The total purchase price for the six Typhoon™ transmitters is $ 12.4 million. In October 2022, the Company made deposit payments totaling $ 7.1 million, 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
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(Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
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.
21. Net loss per share:
Basic and diluted net loss per share attributable to common stockholders was calculated as follows:
Year ended December 31,
2025 2024 2023
Net loss attributable to common stockholders or parent $ 105,874 $ 128,622 $ 199,377
Weighted-average number of shares outstanding
Basic and diluted 133,583,203 120,377,904 102,491,529
Basic and diluted net loss per share $ 0.79 $ 1.07 $ 1.95
For purposes of this calculation, convertible debt, and options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. The amount of antidilutive shares excluded from the calculation as at December 31, 2025 was 20.3 million (December 31, 2024 - 9.0 million, December 31, 2023 - 7.5 million).
22. Fair value measurement:
The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the combined balance sheets:
December 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets:
Investments subject to significant influence $ 2,189 $ — $ — $ 3,129 $ — $ —
Other investments 954 267 — 995 750 —
Total financial assets $ 3,143 $ 267 $ — $ 4,124 $ 750 $ —
Financial liabilities:
Total financial liabilities $ — $ — $ — $ — $ — $ —
23. Financial risk management:
The Company is exposed in varying degrees to credit risk through its use of financial instruments.
The Company’s principal financial assets are cash and cash equivalents and accounts receivable. The Company’s credit risk is primarily attributable to its accounts receivable. The Company’s maximum exposure to credit risk is approximately $ 0.5 million. The Company regularly reviews its receivables and the economic conditions to determine whether an allowance for expected losses is necessary.
Cash at bank is held with credit worthy financial institutions.
The Company has no significant concentration of credit risk other than its accounts receivable and the Company’s credit risk has not changed significantly during the years ended December 31, 2025, 2024 and 2023.
24. Segment reporting:
The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that it has four reportable segments.
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(Tabular amounts expressed in thousands of U.S. 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 Copper Project Critical Metals Data Processing Energy Storage Total
Revenue $ — $ — $ 3,244 $ — $ 3,244
Intersegment revenues — — 57 — 57
Loss (income) from operations 23,998 77,413 ( 1,239 ) 13,399 113,571
Depreciation and amortization 165 2,744 42 — 2,951
Segment assets 187,851 239,684 2,856 52,882 483,273
Expenditures for segment assets 730 1,574 5 — 2,309
Investments subject to significant influence — 10,416 827 47,156 58,399
As at and for the year ended December 31, 2024
Santa Cruz Copper Project Critical Metals Data Processing Energy Storage Total
Revenue $ — $ — $ 2,831 $ 70 $ 2,901
Intersegment revenues — — 177 — 177
Loss from operations 72,465 97,277 ( 831 ) 8,040 176,951
Depreciation and amortization 153 1,983 57 510 2,703
Segment assets 179,469 131,492 2,799 61,172 374,932
Expenditures for segment assets 10,356 3,120 — 94 13,570
Investments subject to significant influence — 23,518 769 40,600 64,887
For the year ended December 31, 2023
Santa Cruz Copper Project Critical Metals Data Processing Energy Storage Total
Revenue $ — $ — $ 1,300 $ 2,603 $ 3,903
Intersegment revenues — — 100 — 100
Loss from operations 57,833 111,634 1,363 9,572 180,402
Depreciation and amortization 87 975 995 583 2,640
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(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.
Year ended December 31,
Revenue 2025 2024 2023
Canada $ 3,244 $ 2,831 $ 1,300
China — 70 2,603
Total $ 3,244 $ 2,901 $ 3,903
Revenues are attributed to countries based on the location in which the sale originated.
As at December 31,
Long-lived assets 2025 2024
United States $ 211,284 $ 210,337
Colombia 19,695 20,344
Peru — 2,561
Other 748 595
Total $ 231,727 $ 233,837
Long-lived assets comprise the Company’s exploration mineral interests (excluding a mineral royalty) and property, plant and equipment.
Long-lived assets reconcile to segment assets and the balance sheet as follows:
As at December 31,
2025 2024
Total long-lived assets $ 231,727 $ 233,837
Total current assets 180,193 69,286
Mineral royalty 1,707 1,707
Investments subject to significant influence 58,399 64,887
Other investments 1,221 1,745
Other non-current assets 10,026 3,471
Total assets and segment assets $ 483,273 $ 374,932
25. Commitments and contingencies:
The Company has entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 20).
In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise. Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to 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.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
None