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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-05 · 134 added, 177 removed, 158 unchanged (66% of the section changed)

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We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following:

we will require substantial additional capital in the future;

most of our mineral projects are all at the exploration or development stage and are subject to the significant risks and uncertainties associated with mineral exploration and development;

we will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all;

our mineral projects are at the exploration or development stage and are subject to the significant risks and uncertainties associated with mineral exploration and development;

our Santa Cruz Copper Project is subject to significant risks associated with mine construction and commissioning, including possible delays, cost overruns, and unanticipated technical problems in addition to the need to obtain all required permits and necessary funding;

the Preliminary Feasibility Study (the "PFS") for our Santa Cruz Copper Project includes estimates and assumptions to project potential economic viability and actual economic outcomes may vary greatly from those set forth in the PFS;

other than at the Santa Cruz Copper Project and at the Alacrán Copper Project, we have no mineral reserves, and only have mineral resources that may never be upgraded to a higher category of resource or to a mineral reserve;

we have a limited operating history on which to base an evaluation of our business and prospects;

we depend on our material projects for our future operations;

we depend solely on our material project for our future operations;

our mineral resource and reserve calculations and economic projections relating to our properties are only estimates;

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our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals;

we have claims and legal proceedings against one of our subsidiaries;

our business is subject to significant risk and hazards associated with exploration activities, mine development, construction and future mining operations;

we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties or successfully manage joint ventures;

our success is dependent in part on our joint venture partners and their compliance with our agreements with them;

we have had claims and legal proceedings against one of our subsidiary's subsidiaries;

our business is subject to significant risk and hazards associated with future mining operations;

we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties;

we may fail to successfully manage joint ventures and are reliant on our joint venture partners to comply with their obligations;

our business is extensively regulated by the United States and foreign governments as well as local governments;

we may be adversely affected by tariff and trade actions;

VRB may not receive the anticipated payments from Red Sun in connection with the VRB China transaction in full or in a timely manner;

our subsidiary Cordoba’s sale of its interest in the Alacrán Copper Project may not be completed;

we may not be able to successfully establish a United States vanadium redox battery business because of permitting, financial or operational matters which would adversely affect our vanadium redox battery business;

we and the VRB China Joint Venture may not receive the anticipated payments from Red Sun in connection with the VRB China Joint Venture transaction in full or in a timely manner;

the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process;

operations are subject to additional political, economic and other uncertainties not generally associated with domestic

our current and future exploration and mining activities may be adversely affected by increased and excessive heating owing to climate change, including increased risk and occurrence of forest fire which may adversely affect the timing and scope of our exploration operations;

and our current and future operations may be adversely impacted by public health emergencies, pandemics, epidemics or similar events.

operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations;

we may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions;

our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating and the potential for forest fires at many of our properties;

our operations may be impacted by public health emergencies, pandemics, epidemics, or similar events,

including impacts to the availability of our workforce, government orders that may require temporary suspension of operations, and the global economy;

and we may be adversely affected by tariff and trade actions.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC.

We also operate in a very competitive and rapidly changing industry.

We also operate in a very competitive and rapidly changing environment.

New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

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Business Overview

We are a United States domiciled minerals exploration company with a focus on developing mines from mineral deposits principally located in the United States.

We seek to support American supply chain independence by finding and delivering copper and other critical metals vital to advanced manufacturing, infrastructure development, technology, and national security.

We are a technology-driven United States 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.

Our wholly owned assets are located in the United States.

We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States.

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

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

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

We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.

Our mineral exploration efforts focus on copper as well as other metals including nickel, cobalt, platinum group elements, gold and silver.

Through the advancement of our portfolio of critical metals exploration and development projects, headlined by the Santa Cruz Copper Project in Arizona, we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors.

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(“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States.

Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana, the Bristol Project located in Nevada, and the Gleeson, Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona.

In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc.

(“VRB”) which itself owns 100% of VRB Energy USA Inc.

("VRB Energy"), which itself owns 100% of VRB Energy USA Inc.

("VRB USA"), an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.

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

VRB Energy also has a 49% interest in VRB China which is a joint venture with China Energy Storage Industry Co., Ltd.

(“Red Sun”) a subsidiary of privately held Shanxi Red Sun Co., Ltd.

VRB China manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.

Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana and the Gleeson Project, located in Arizona.

We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.

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

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

Business Developments in the Quarter

Santa Cruz Copper Project

On June 23, 2025, we announced the completion of the Preliminary Feasibility Study (the "PFS") for the Santa Cruz Copper Project in Arizona.

The PFS confirmed the economic viability of an underground copper mining operation combined with a heap leach processing facility utilizing modern technologies and designed to produce copper cathode for

delivery to U.S.

Following completion of the PFS, we are conducting optimization studies and detailed engineering as we work towards the beginning of initial construction activities in the first quarter of 2026.

Situated entirely on private land in Arizona, the Santa Cruz Copper Project integrates underground mining with chloride-assisted heap leaching to produce copper cathode on site, eliminating the need for smelting, tailings storage, and transportation and refining of concentrates.

This integrated approach significantly reduces the project's overall carbon intensity.

The project has been designed as a phased approach to responsibly meet the growing demand for copper in the United States.

The Santa Cruz Copper Project features a compact site layout, advanced water management tailored for arid conditions, and plans to use paste backfill made from spent ore to minimize waste and enhance ground stability.

The findings of the PFS include that the Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 23-year mine life.

With a base case copper price of $4.25/lb, the Santa Cruz Copper Project has an after-tax Net Present Value of $1.4 billion at an 8% discount rate and an Internal Rate of Return (IRR) of 20%.

The initial project capital is estimated at $1.24 billion.

Business Developments in the Quarter and Subsequent Period

Cordoba Minerals Corp.

On May 8, 2025, our subsidiary, Cordoba entered into an agreement to sell Cordoba's remaining 50% interest in the Alacrán Copper Project to a consortium of investors including JCHX Mining Management Co., Ltd.

("JCHX") a 19.2% shareholder of Cordoba, for $88 million in cash on closing, $12 million in a deferred payment, and up to $28 million in a contingent payment.

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

On September 15, 2025, the Cordoba shareholders, at a special meeting, approved the proposed sale of the Cordoba's remaining 50% interest in the Alacrán Copper Project.

After retaining a $5 million working capital reserve, the payment of taxes, fees, and other costs associated with negotiating and closing the transaction, and after settling all outstanding liabilities and obligations, it is estimated that approximately $65 million to $70 million in cash will be available for distribution to Cordoba shareholders, of which our share would be at least $40 million.

The transaction must be completed by December 31, 2025.

Remaining conditions for closing include the approval of the Environmental Impact Assessment for the Alacrán Copper Project by the environmental regulator in Colombia (the “EIA Approval”).

Following the closing of the transaction, Cordoba will continue to be a publicly listed company on the TSX Venture Exchange and will undertake a search for new business development opportunities.

Saudi Arabia Exploration Activities

On September 2, 2025, we announced that Maaden had made available an additional 1,345 square kilometers of exploration licenses to the Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") that we established with them in 2023.

To October 20, 2025, the Maaden Joint Venture has completed approximately 732 square kilometers of geophysical surveys using our advanced Typhoon™ system and drilled 16 holes totaling approximately 10,461 meters across the Al Amar Belt.

Drilling at Al Amar hit narrow intervals of low- to high-grade base and precious metals mineralization associated with Typhoon™-identified anomalies at depths of up to one kilometer.

( 59.3 % owned)

On March 5, 2026, Cordoba Minerals Corp.

("Cordoba") announced that it had closed the sale of its remaining 50% interest in the Alacrán Project in Colombia for total cash proceeds of $128 million.

Under the terms of the sale, the net cash proceeds remaining after settling all outstanding liabilities and obligations, and retaining $10 million for ongoing corporate purposes, would be distributed to Cordoba shareholders.

Cordoba subsequently announced that the final cash amount per share to be distributed would be $1.01 per Cordoba common share.

On March 25, 2026, Ivanhoe Electric received a $58.4 million cash payment as part of Cordoba's distribution.

Kaizen Discovery Inc.

( 100% owned)

On April 27, 2026, our subsidiary Kaizen Discovery Inc.

(“Kaizen Discovery”) sold our indirect interest in the Pinaya Gold-Copper Project to Panam Copper Corp., a British Columbia company (“Panam Copper”), for $11 million in stated consideration, consisting of (i) $8 million in cash, of which $1.5 million was paid at the closing on April 27, 2026 and the remainder is payable as to $1.5 million after six months, $2.5 million after one year and $2.5 million after 18 months, (ii) $3 million in Panam Copper shares, with a deemed value per share using the 10-day VWAP immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 issuable 12 months thereafter;

and (iii) the grant at closing of a one percent (1.0%) net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project.

Panam Copper may repurchase 50% of the royalty for $1 million prior to the commencement of commercial production.

Subject to certain conditions, Kaizen Discovery will have the right to nominate one director of Panam Copper.

Exploration Collaboration with Sociedad Química y Minera de Chile

On January 27, 2026, we entered into an exploration collaboration (the “Collaboration”) with Sociedad Química y Minera de Chile (“SQM”) to explore for copper in northern Chile.

SQM is one of Chile’s largest and oldest mining companies and with one of the largest portfolios of mining concessions in the country.

The Collaboration establishes the framework for us and SQM to explore certain of SQM’s mining concessions, comprising a total of 2,002 km 2 in northern Chile in areas of Caliche cover in the Atacama Desert.

The Collaboration will be funded by SQM with an initial commitment of $9 million.

We are not required to provide any funding prior to the formation of a 50/50 joint venture.

Upon identifying a qualifying copper deposit, we will have the option to acquire a 50% interest in the deposit and form a 50/50 joint venture with SQM by paying a price equal to twice SQM’s exploration expenditures to date.

The exercise price will be paid to a new joint venture company and used for further exploration and other related activities.

Upon the formation of a joint venture, SQM will contribute the relevant mining concessions and associated exploration data.

Thereafter, the joint venture will be funded pro rata by us and SQM.

A “qualifying copper deposit” is any deposit with the potential for at least one million tonnes of contained copper or copper equivalent, as determined by an independent geologist.

The Collaboration has an initial term of three years.

We account for our business in four business segments – (i) Santa Cruz Copper Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

Significant Components of Results of Operations

Revenue, Cost of Sales and Gross Profit

We have not generated any revenue from our mineral projects because they are in the exploration or development stage.

We generate some revenue from our technology business, CGI, which is included in the data processing business segment.

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

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

CGI generates revenue from the sale of data processing services to the mining, energy (oil & gas and geothermal), and water industries.

In prior years, CGI has also generated revenue from software licensing.

VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.

Prior to October 2024, all of VRB Energy’s revenue was generated by VRB China.

In October 2024, VRB Energy reduced its ownership interest in VRB China to 49% and commenced equity accounting for this investment.

During 2025, VRB Energy was focused on progressing its Arizona-based business, VRB USA.

Exploration Expenses

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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.

Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a Mineral Resource and then evaluating the technical feasibility and commercial viability of extracting the Mineral Resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain.

and commercial viability of extracting the mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain.

Exploration expenses also include salaries, benefits and non-cash stock-based compensation expenses of the employees performing these activities.

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

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

For the three months ended September 30, 2025 we recorded a net loss attributable to common stockholders of $17.5 million ($0.13 per share), compared to $43.2 million ($0.36 per share) for the three months ended September 30, 2024, which was a decrease of $25.7 million.

Significant contributors to this decrease for the three months ended September 30, 2025 included a decrease of $15.8 million in exploration expenditures, a decrease of $1.7 million in general and administrative expenses and a decrease of $8.6 million in share of loss of equity accounted investees compared to the three months ended September 30, 2024.

Exploration expenses were $14.7 million for the three months ended September 30, 2025, a decrease of $15.8 million from $30.5 million for the three months ended September 30, 2024.

Exploration expenses consisted of the following:

Three months ended September 30,

(In thousands) 2025 2024

Exploration Expenses:

Santa Cruz, USA $ 4,439 $ 15,141

Alacrán Project (Cordoba)

Hog Heaven, USA 441 2,645

Tintic, USA 634 2,343

Project generation and other 3,610 6,267

Total $ 14,688 $ 30,459

During the three months ended September 30, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Copper Project where $4.4 million of expenditure was incurred in the three months ended September 30, 2025 compared to $15.1 million incurred in the three months ended September 30, 2024.

during the three months ended September 30, 2025 at the Santa Cruz Copper Project were focused on conducting optimization studies and detailed engineering.

The exploration expenditures incurred in the three months ended September 30, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the Alacrán Copper Project where $5.6 million of expenditure was incurred by Cordoba for the three months ended September 30, 2025 focused on consultation associated with the EIA Approval process.

General and administrative expenses were $9.1 million for the three months ended September 30, 2025, a decrease of $1.7 million from $10.9 million for the three months ended September 30, 2024.

Contributing to the decrease was a $0.9 million decrease in administration expenditures at VRB for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of 2024 including general and administration costs related to VRB China which was deconsolidated in October 2024 and therefore there is no similar amount for three months ended September 30, 2025.

We also had a $0.8 million decrease in non-cash stock based compensation expenses from $3.3 million for the three months ended September 30, 2024 compared to $2.5 million for the three months ended September 30, 2025 due to $0.4 million in forfeitures being recorded as result of an executive resigning in the third quarter of 2025 and a change in the mix of long-term incentive compensation issued for our 2025 annual grants.

Also contributing to this decrease was that a $0.5 million decrease at Cordoba for salaries and travel expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to less corporate activity while Cordoba waits for EIA Approval.

Share of income of equity method investees was $4.4 million for the three months ended September 30, 2025, a change of $8.6 million from the share of loss of equity method investees of $4.3 million for the three months ended September 30, 2024.

The change was largely due to our $7.3 million share of the income from VRB China for the three months ended September 30, 2025.

There was no comparative amount for the three months ended September 30, 2024 due to joint venture being formed in October 2024 .

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three month periods ended September 30, 2025 and 2024.

VRB did not generate revenue during these periods.

Three months ended September 30, Percentage Change

(In thousands)

Software licensing and data processing services:

Revenue $ 545 $ 671 (19) %

Cost of sales (266) (256) 4 %

Gross profit $ 279 $ 415 (33) %

CGI’s revenue for the three months ended September 30, 2025 was $0.5 million, a decrease of $0.1 million from $0.7 million for the three months ended September 30, 2024.

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

CGI’s gross profit for the three months ended September 30, 2025 was $0.3 million, a decrease of $0.1 million from $0.4 million for the three months ended September 30, 2024.

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

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025 we recorded a net loss attributable to common stockholders of $71.9 million ($0.55 per share), compared to $145.5 million ($1.21 per share) for the nine months ended September 30, 2024, which was a decrease of $73.6 million.

Significant contributors to this decrease for the nine months ended September 30, 2025 included a decrease of $66.8 million in exploration expenditures, a decrease of $3.7 million in general and administrative expenses, and a decrease of $5.9 million in share of loss of equity accounted investees, offset by an increase of $2.4 million in interest expense and increase in impairment expense of a non-core exploration property of $2.5 million compared to the nine months ended September 30, 2024.

Exploration expenses were $44.6 million for the nine months ended September 30, 2025, a decrease of $66.8 million from $111.4 million for the nine months ended September 30, 2024.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

For the three months ended March 31, 2026 we recorded net income attributable to common stockholders of $41.7 million ($0.27 per share), compared to a net loss of $30.5 million ($0.24 per share) for the three months ended March 31, 2025, which was a change of $72.3 million.

The most significant contributor to this change for the three months ended March 31, 2026 was the gain of $124.7 million being realized on Cordoba's sale of the Alacrán Copper Project in Colombia in March 2026.

Also contributing to the change was an increase of $7.4 million in exploration expenditures and a $5.0 million credit loss provision reversal related to the 2024 sale of VRB China.

On March 5, 2026, Cordoba sold its remaining 50% interest in the Alacrán Project for total cash proceeds of $128 million.

Under the terms of the sale, the net cash proceeds remaining after settling all outstanding liabilities, and retaining $10 million for ongoing corporate purposes, would be distributed to Cordoba shareholders.

On March 25, 2026, Ivanhoe Electric received a $58.4 million cash payment as part of Cordoba's distribution.

As a result of these transactions, Ivanhoe Electric has recorded a $124.7 million gain on the sale of Alacrán.

Exploration expenses were $23.2 million for the three months ended March 31, 2026, an increase of $7.4 million from $15.8 million for the three months ended March 31, 2025.

Exploration expenses consisted of the following:

Nine months ended September 30,

Three months ended

(In thousands) 2026 2025

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Santa Cruz, USA $ 9,500 $ 6,504

Alacrán Project (Cordoba)

13,255 10,817

Alacrán, Colombia

Hog Heaven, USA 3,203 873

Gleeson, USA 2,630 96

Tintic, USA 234 712

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Total $ 23,206 $ 15,785

During the nine months ended September 30, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Copper Project where $16.4 million of expenditure was incurred in the nine months ended September 30, 2025 compared to $63.5 million incurred in the nine months ended September 30, 2024.

Activities during the nine months ended September 30, 2025 at the Santa Cruz Copper Project were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025 and conducting optimization studies and detailed engineering.

The exploration expenditures incurred in the nine months ended September 30, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the Alacrán Copper Project where $13.3 million of expenditure was incurred by Cordoba for the nine months ended September 30, 2025 focused on detailed engineering design of the Alacran mine and consultation associated with the EIA Approval process.

General and administrative expenses were $30.4 million for the nine months ended September 30, 2025, a decrease of $3.7 million from $34.2 million for the nine months ended September 30, 2024.

Contributing to the decrease was a $1.8 million decrease in administration expenditures at VRB for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of 2024 including general and administration costs related to VRB China which was deconsolidated in October 2024 and therefore there is no similar amount for nine months ended September 30, 2025.

We also had a $1.3 million decrease in non-cash stock based compensation expenses in 2025 due to a change in the mix of long-term incentive compensation issued for our 2025 annual grants.

Also contributing to this decrease was a $0.4 million decrease at Cordoba for salaries and travel expense for nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to less corporate activity while Cordoba waits for EIA Approval.

Also contributing to this decrease was that the nine months ended September 30, 2024 included $0.6 million related to corporate administration costs for Kaizen Discovery that was acquired by us in 2024 and there were no similar expenditures in 2025.

Share of loss of equity method investees was $2.9 million for the nine months ended September 30, 2025, a decrease of $5.9 million from the share of loss of equity method investees of $8.7 million for the nine months ended September 30, 2024.

The change was largely due to our $6.6 million share of the income from VRB China which was formed in October 2024.

There was no comparative amount for nine months ended September 30, 2024.

Net interest expense was $3.8 million for the nine months ended September 30, 2025, an increase of $2.4 million from $1.3 million for the nine months ended September 30, 2024.

The increase in net interest expense was largely due to $2.9 million less interest income received as the average cash balances in the nine months ended September 30, 2025 were lower than the same period in 2024.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the nine month periods ended September 30, 2025 and 2024.

VRB did not generate revenue during these periods.

Nine months ended September 30, Percentage Change

During the three months ended March 31, 2026, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $9.5 million of expenditure was incurred in the three months ended March 31, 2026 compared to $6.5 million incurred in the three months ended March 31, 2025.

Activities during the three months ended March 31, 2026 at Santa Cruz were focused on permitting, conducting optimization studies and geotechnical drilling to support ongoing detailed engineering design.

The exploration expenditures incurred in the

three months ended March 31, 2025 of $6.5 million were focused on the technical engineering studies required to support the preliminary feasibility study which was completed in June 2025;

• the Hog Heaven Project where $3.2 million of expenditure was incurred in the three months ended March 31, 2026 compared to $0.9 million incurred in the three months ended March 31, 2025.

Activities during the three months ended March 31, 2026 were focused on drilling to target porphyry style mineralization near the historical Flathead Mine;

• the Gleeson Project in Arizona where $2.6 million of expenditure was incurred in the three months ended March 31, 2026.

We commenced drilling in November 2025 and it is ongoing at the end of the quarter.

Also, additional land purchases and leases have been executed;

• the Alacrán Project where $3.3 million of expenditure was incurred by Cordoba in 2026 prior to its sale on March 5, 2026.

Activities in 2026 were focused on detailed engineering design of the Alacrán mine and consultation associated with the Environmental Impact Assessment process.

CGI’s software licensing and data processing services to the mining, energy and water industries represented 100% of our revenue for the three months ended March 31, 2026 ($0.9 million) and 100% for the three months ended March 31, 2025 ($0.7 million).

VRB generated no revenue during these periods.

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025 Percentage Change

(In thousands)

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Gross profit $ 505 $ 442 14 %

CGI’s revenue for the nine months ended September 30, 2025 was $2.3 million, an increase of $0.8 million from $1.6 million for the nine months ended September 30, 2024.

CGI’s revenue for the three months ended March 31, 2026 was $0.9 million, an increase of $0.1 million from $0.7 million for the three months ended March 31, 2025.

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

CGI’s gross profit for the nine months ended September 30, 2025 was $1.5 million, an increase of $0.5 million from $1.0 million for the nine months ended September 30, 2024.

CGI’s gross profit for the three months ended March 31, 2026 was $0.5 million, an increase of $0.1 million from $0.4 million for the three months ended March 31, 2025.

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

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

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

The total fair value of the grant was $6.0 million.

• Performance share units ("PSU's") that vest on December 31, 2028, with the number of units to vest determined by our share price performance against constituents from a Base Metals Index.

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The total target number of PSU's is 405,360.

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

The total fair value of the grant was $7.1 million.

Liquidity, Capital Resources and Capital Requirements

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We cannot assure you that any of our mining projects will advance to commercial production or be profitable once in commercial production.

To date, we have funded our operations primarily through the sale of our equity securities.

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $69.5 million and $41.0 million, respectively, and a working capital of $25.7 million and $35.9 million, respectively.

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

At September 30, 2025, we had outstanding 11,644,872 Warrants that were issued in our February 2025 public offering, each exercisable until February 17, 2026 to purchase one share of our common stock at a price of $7.00 per share.

Our cash resources may be improved, and our need for additional financing may be delayed or reduced, if Warrants are exercised.

In October 2025, we completed a public offering where we issued 11,500,000 shares of our common stock at $15.00 per share for gross proceeds of approximately $172.5 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional shares of common stock.

We intend to use the net proceeds from this offering to complete the remaining payments owed from the purchase of land at our Santa Cruz Copper Project in Arizona, to fund early development activities at the Santa Cruz Copper Project, to fund exploration activities at our current projects and joint ventures, and for other working capital and general corporate purposes.

As at November 5, 2025, we believe that we have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business;

provided, however, that if we make a development decision at the Santa Cruz Copper Project within the next 12 months, our need for additional financing will be accelerated.

We have based these estimates on our current assumptions,

which may require future adjustments based on our ongoing business and development decisions.

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

At March 31, 2026, we had cash and cash equivalents of $289.8 million and a working capital balance of $253.2 million.

Of the total cash and cash equivalents at March 31, 2026, $19.9 million was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

In December 2025, we closed a $200.0 million senior secured multi-draw Bridge Facility from a syndicate of three international financial institutions (the "Bridge Facility").

The Bridge Facility will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements.

The Bridge Facility is currently undrawn.

As at May 7, 2026, we believe that we have sufficient cash resources and availability under the Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business.

We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions.

Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.

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All final lending commitments must be in compliance with EXIM Bank policies as well as program, legal and eligibility requirements.

We are assessing EXIM Bank’s interest together with other financing alternatives available to it for the development of the Santa Cruz Copper Project.

The construction of the Santa Cruz Copper Project following a development decision will require additional capital beyond the amount that EXIM Bank may make available.

We are assessing EXIM Bank’s interest together with other financing alternatives available to us for the development of the Santa Cruz Copper Project.

The construction of the Santa Cruz Copper Project will require additional capital beyond the amount that EXIM Bank may make available.

We may seek additional financing at any time through debt, equity, project specific debt, and/or other means, including asset sales.

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However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all.

Consolidated Cash Balances as of September 30, 2025

The table below discloses the amounts of cash disaggregated by currency denomination as of September 30, 2025 in each jurisdiction that our affiliated entities are domiciled.

Consolidated Cash Balances as of March 31, 2026

The table below discloses the amounts of cash disaggregated by currency denomination as of March 31, 2026 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

US dollars Canadian Dollars

Colombian Pesos Other Total

(In thousands)

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USA $ 267,598 $ 1,750 $ — $ 269,348

Colombia 8,126 — 409 — 8,535

Canada 14,751 3,155 — 17,906

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Refer to Note 18 of our consolidated financial statements in our 2025 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

In May 2023, as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at the Santa Cruz Copper Project we issued to the vendor a secured promissory note in the principal amount of $82.6 million.

The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments.

In November 2023, we repaid $34.3 million, plus accrued interest of the promissory note and in November 2024, we repaid $12.1 million, plus accrued interest of the promissory note.

Three principal payments of $12.1 million remain to be paid on the second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest.

Convertible Bond — VRB.

In 2021, VRB issued a convertible bond for gross proceeds of $24.0 million.

Convertible Bond — VRB Energy

On July 8, 2021, VRB Energy 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, the convertible bond will be automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction

price of the equity financing or sale event, and (B) 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 in July 2026.

At September 30, 2025, the balance of principal and interest on the bond was $33.0 million and it is classified as a current liability on the balance sheet.

Bridge Loan — Cordoba.

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

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

The loan was repaid in June 2025.

Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of

(A) the transaction price of the equity financing or sale event, and (B) 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 or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026.

At March 31, 2026, the balance of principal and interest on the bond was $34.5 million and it is classified as a current liability on the balance sheet.

Bridge Facility - Mesa Cobre

On December 12, 2025, Mesa Cobre, closed a senior secured multi-draw Bridge Facility which will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements.

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

It will bear interest at our election, either at (i) the forward-looking term rate b ased 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.

At March 31, 2026, 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.

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

Nine months ended September 30,

Three Months Ended

Net cash (used in) provided by:

Operating activities $ (42,310) $ (25,471)

$ (63,497) $ (131,391)

Investing activities 115,163 9,694

7,799 (12,775)

Financing activities 42,993 70,815

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Total change in cash $ 115,547 $ 55,287

During the period, management identified an immaterial reclassification to the Condensed Interim Consolidated Statements of Cash Flows for the three-month and six-month periods ended March 31, 2025 and June 30, 2025.

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

The cash receipt has been appropriately reflected as an investing activity in the Condensed Interim Consolidated Statement of Cash Flows for the nine months ended September 30, 2025.

See Note 1 of the Condensed Interim Consolidated Financial Statements for more details.

Operating activities.

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

The net cash used in operating activities during the nine months ended September 30, 2025 of $63.5 million primarily was the result of $43.2 million of cash exploration expenditures and $22.7 million of cash general and administrative costs offset by a $2.1 million change in operating assets and liabilities.

The net cash used in operating activities during the three months ended March 31, 2026 of $42.3 million primarily was the result of $22.7 million of cash exploration expenditures, $7.8 million of cash general and administrative costs and $12.2 million of income taxes paid by Cordoba in relation to sale of the Alacrán Project.

The net cash used in operating activities during the three months ended March 31, 2025 of $25.5 million primarily was the result of $15.4 million of cash exploration expenditures and $9.0 million of cash general and administrative costs.

Investing activities.

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To date, due to our mining projects being in the exploration stage we have not incurred material capital expenditures.

Net cash received from investing activities for the nine months ended September 30, 2025 of $7.8 million was mainly attributable to $9.7 million of proceeds received from the sale of a subsidiary, which is a result of VRB receiving in February 2025 the first tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024.

This receipt was offset by $1.2 million related to the purchases of property, plant and equipment and $0.7 million of payments for mineral interests.

Net cash received from investing activities for the three months ended March 31, 2026 of $115.2 million was predominately due to $124.8 million received by Cordoba from the sale of its Alacrán Project.

This cash received was offset by cash expenditures of $6.3 million invested into the Maaden joint venture, $1.5 million of exploration property purchases and other assets purchases totaling $1.9 million.

Net cash received from investing activities for the three months ended March 31, 2025 of $9.7 million was a result of VRB receiving $9.7 million in February 2025 as consideration for the first tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024.

Financing activities.

The net cash provided by financing activities during the nine months ended September 30, 2025 of $83.0 million was primarily a result of the public offering we completed in February 2025 where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.8 million.

Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant.

Also during the nine months ended September 30, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX which was in addition to $5.0 million which was previously received in December 2024.

On June 25, 2025, JCHX paid Cordoba $20.0 million which was the third installment under the strategic arrangement signed in 2023 whereby JCHX acquired its 50% ownership of the Alacrán Copper Project.

On June 26, 2025, Cordoba repaid the $10.0 million bridge loan using the proceeds from the third installment.

We also received $2.2 million from the exercise of stock options and warrants during the nine months ended September 30, 2025.

During the three months ended March 31, 2026, we received $81.5 million as a result of approximately 11.6 million Warrants being exercised to purchase one share of our common stock at a price of $7.00 per share during January and February 2026.

Also during the three months ended March 31, 2026, Cordoba distributed $40.1 million to its non-controlling shareholders.

During the three months ended March 31, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.6 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.

Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant.

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

Contractual Obligations

As of September 30, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2024.

As of March 31, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2025.

Refer to Part II, Item 7.

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Off Balance Sheet Arrangements

As of September 30, 2025, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

As of March 31, 2026, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

Related Party Transactions

See Note 13 of our consolidated financial statements for the three and nine months ended September 30, 2025.

See Note 13 of our consolidated financial statements for the three months ended March 31, 2026.

Critical Accounting Estimates

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

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

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

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

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

However, the recoverability of our recorded mineral interests is subject to market factors that could significantly affect the recoverability of our assets, such as commodity prices, results of

exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances.

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

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Expected volatility 69.0 %

Expected life of PSU's (in years) 2.75

Expected life of PSU's (in years) 2.8 years

USA risk-free interest rate 3.4 %

Canada risk-free interest rate 2.6 %

Expected dividend rate 0 %

Weighted average grant-date fair value (per unit) $ 17.56

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We make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits, including interest and penalties.

We are subject to income tax laws in many jurisdictions, including the United States, Colombia, Canada, Australia, the Ivory Coast and Peru.

We are subject to income tax laws in many jurisdictions, including the United States, Canada, Australia, the Ivory Coast and Chile.

We report income tax in accordance with U.S.

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

We had no uncertain tax positions as of September 30, 2025.

We had no uncertain tax positions as of March 31, 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis