Item 1. Financial Statements
Item 1. Financial Statements.
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of U.S. dollars)
March 31,
2026 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 289,820 $ 173,263
Restricted cash 2,000 3,010
Accounts and other receivables 5,900 526
Prepaid expenses, deposits and other current assets 3,745 3,394
301,465 180,193
Non-current assets:
Investments subject to significant influence 61,054 58,399
Other investments 1,774 1,221
Exploration properties 212,032 224,145
Property, plant and equipment 7,028 9,289
Other non-current assets 10,958 10,026
Total assets $ 594,311 $ 483,273
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 11,463 $ 16,309
Convertible debt 34,458 33,738
Deferred exploration liability 1,809 2,748
Lease liabilities, current 498 1,080
48,228 53,875
Non-current liabilities:
Deferred income taxes — 4,751
Lease liabilities, net of current portion 410 1,079
Total liabilities 48,638 59,705
Commitments and contingencies (Note 17)
Equity:
Common stock, par value $ 0.0001 ; 700,000,000 shares authorized; 158.0 million shares issued and outstanding as of March 31, 2026 (December 31, 2025 - 700,000,000 authorized; 145.5 million issued and outstanding)
16 15
Additional paid-in capital 1,138,818 1,055,711
Accumulated deficit ( 594,265 ) ( 636,001 )
Accumulated other comprehensive income ( 4,292 ) ( 3,613 )
Equity attributable to common stockholders 540,277 416,112
Non-controlling interests 5,396 7,456
Total equity 545,673 423,568
Total liabilities and equity $ 594,311 $ 483,273
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of (Income) Loss and Comprehensive (Income) Loss (Unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
Three Months Ended
March 31,
2026 2025
Revenue $ 858 $ 735
Cost of sales ( 353 ) ( 293 )
Gross profit 505 442
Operating expenses:
Exploration expenses 23,206 15,785
General and administrative expenses 9,862 11,586
Research and development expenses 404 52
Selling and marketing expenses — 23
Gain on divestment of Alacrán project ( 124,723 ) —
Provision for expected credit loss ( 5,000 ) —
(Income) loss from operations ( 96,756 ) 27,004
Other expenses (income):
Interest expense, net 829 1,530
Foreign exchange (gain) loss ( 646 ) 12
Share of loss of equity method investees 3,775 4,989
Other (income) expense, net ( 782 ) 606
(Income) loss before income taxes ( 93,580 ) 34,141
Income taxes 12,195 —
Net (income) loss ( 81,385 ) 34,141
(Income) loss attributable to non-controlling interests ( 39,649 ) 3,626
Net (income) loss attributable to common stockholders ( 41,736 ) 30,515
Net (income) loss ( 81,385 ) 34,141
Other comprehensive loss (income), net of tax:
Foreign currency translation adjustments 1,033 ( 12 )
Other comprehensive loss (income) 1,033 ( 12 )
Comprehensive (income) loss $ ( 80,352 ) $ 34,129
Comprehensive (income) loss attributable to:
Common stockholders ( 41,057 ) 30,503
Non-controlling interests ( 39,295 ) 3,626
$ ( 80,352 ) $ 34,129
Net (income) loss per share attributable to common stockholders
Basic $ ( 0.27 ) $ 0.24
Diluted $ ( 0.26 ) $ 0.24
Weighted-average common shares outstanding
Basic 152,224,813 126,664,363
Diluted 158,480,740 126,664,363
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Three months ended March 31, 2026 and 2025
Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive (loss)
income Non-controlling
interests Total
Common Stock
Shares Amount
Balance at January 1, 2025 120,612,112 $ 12 $ 802,032 $ ( 530,127 ) $ ( 3,276 ) $ 11,790 $ 280,431
Net loss — — — ( 30,515 ) — ( 3,626 ) ( 34,141 )
Other comprehensive income — — — — 12 — 12
Issuance of common stock; public offering, net of issuance costs 11,794,872 1 53,380 — — — 53,381
Issuance of warrants, public offering — — 12,470 — — — 12,470
Settlement of restricted share units 150,000 — — — — — —
Stock options exercised 33,334 — 83 — — — 83
Share-based compensation — — 2,934 — — 39 2,973
Other changes in non-controlling interests — — ( 35 ) — — 172 137
Balance at March 31, 2025 132,590,318 $ 13 $ 870,864 $ ( 560,642 ) $ ( 3,264 ) $ 8,375 $ 315,346
Balance at January 1, 2026 145,508,012 $ 15 $ 1,055,711 $ ( 636,001 ) $ ( 3,613 ) $ 7,456 $ 423,568
Net income — — — 41,736 — 39,649 81,385
Other comprehensive loss — — — — ( 679 ) ( 354 ) ( 1,033 )
Warrants exercised 11,644,872 1 81,513 — — — 81,514
Settlement of restricted share units 391,764 — — — — — —
Stock options exercised 446,945 — 2,829 — — — 2,829
Share-based compensation — — 2,554 — — 28 2,582
Distribution to non-controlling shareholders of subsidiary, including taxes — — ( 1,195 ) — — ( 40,899 ) ( 42,094 )
Other changes in non-controlling interests — — ( 2,594 ) — — ( 484 ) ( 3,078 )
Balance at March 31, 2026 157,991,593 $ 16 $ 1,138,818 $ ( 594,265 ) $ ( 4,292 ) $ 5,396 $ 545,673
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of U.S. dollars)
Three months ended March 31, 2026 and 2025
2026 2025
Operating activities
Net income (loss) $ 81,385 $ ( 34,141 )
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization 564 622
Share-based compensation 2,582 2,973
Unrealized foreign exchange (gain) loss ( 678 ) 22
Interest expense 1,443 1,657
Share of loss of equity method investees 3,775 4,989
Gain on divestment of Alacrán project ( 124,723 ) —
Provision for expected credit loss ( 5,000 ) —
Other ( 863 ) 587
Changes in other operating assets and liabilities:
Trade accounts receivable ( 374 ) 500
Operating lease liabilities ( 246 ) ( 194 )
Accounts payable and accrued liabilities 2,099 ( 998 )
Deferred exploration liability ( 939 ) ( 1,897 )
Other operating assets and liabilities ( 1,335 ) 409
Net cash used in operating activities ( 42,310 ) ( 25,471 )
Investing activities
Proceeds from divestment of Alacrán project, net of transaction costs and cash disposed 124,804 —
Proceeds from sale of a subsidiary — 9,696
Purchase of exploration properties ( 1,494 ) —
Purchase of property, plant and equipment and intangible assets ( 597 ) ( 2 )
Purchase of investments subject to significant influence ( 6,250 ) —
Purchase of other non-current assets ( 1,300 ) —
Net cash provided by investing activities 115,163 9,694
Financing activities
Proceeds from exercise of warrants 81,514 —
Proceeds from exercise of stock options 2,829 83
Distribution to non-controlling shareholders of subsidiary ( 40,083 ) —
Debt issuance costs ( 4,585 ) —
Net proceeds from public offering — 65,590
Proceeds from related party loan 2,500 5,000
Non-controlling interests investment in subsidiary 818 142
Net cash provided by financing activities 42,993 70,815
Effect of foreign exchange rate changes on cash and cash equivalents ( 299 ) 249
Increase in cash and cash equivalents and restricted cash 115,547 55,287
Cash, cash equivalents and restricted cash, beginning of the period 176,273 45,309
Cash, cash equivalents and restricted cash, end of the period 291,820 100,596
Restricted cash, end of the period 2,000 2,433
Cash and cash equivalents, end of the period $ 289,820 $ 98,163
Supplemental cash flow information
Cash paid for income taxes $ 12,195 $ —
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
1. Background and basis of preparation:
Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States 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 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 March 31, 2026 (December 31, 2025 — 90.0 %). VRB also holds a 49 % interest in VRB Energy System (Beijing) Co., Ltd. (“VRB China”) which operates in the same industry in China.
• Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, oil & gas, geothermal, and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at March 31, 2026 (December 31, 2025 — 94.3 %).
• Cordoba Minerals Corp. (“Cordoba”) sold the Alacrán copper-gold project in northern Colombia in March 2026 (Note 12) . Ivanhoe Electric had an ownership interest in Cordoba of 59.3 % as at March 31, 2026 (December 31, 2025 — 60.8 %).
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with the Company's consolidated financial statements and notes contained on its Form 10-K for the year ended December 31, 2025. The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported. Operating results for the three-month period ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and satisfaction of liabilities in the normal course of business.
References to “$” refer to United States dollars.
In a prior period, management identified an immaterial misclassification in the condensed interim consolidated statement of cash flows for the three-month period ended March 31, 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 three months ended March 31, 2025. The reclassification has no impact on the prior period figures in the condensed interim consolidated balance sheets and the condensed interim consolidated statements of loss and comprehensive loss.
2. Significant accounting policies:
The Company discloses in its consolidated financial statements for the year ended December 31, 2025, those accounting policies that it considers significant in determining its results of operations and financial position. There
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2025.
Recent accounting pronouncements not yet adopted:
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The Company is required to adopt ASU 2024-03 on January 1, 2027 and is currently evaluating the expected impact on the consolidated financial statements.
3. Use of estimates:
The preparation of the condensed interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2025.
4. Cash and cash equivalents:
Of the total cash and cash equivalents at March 31, 2026 and December 31, 2025, $ 19.9 million and $ 9.1 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.
5. Accounts receivable:
March 31,
2026 December 31,
2025
Trade accounts receivable $ 157 $ 14
Other receivables (Note a) 11,047 10,816
Provision for expected credit loss (Note a) ( 5,304 ) ( 10,304 )
$ 5,900 $ 526
(a) As at December 31, 2025, VRB was owed the remaining tranche of $ 10.3 million from its sale of 51 % of the shares in VRB China to China Energy Storage Industry Co., Ltd. (“Red Sun”). At December 31, 2025, the Company recorded a provision for expected credit loss in the amount of the full second tranche payment as it was due on June 30, 2025 and had not been received.
On April 1, 2026 VRB received $ 5.0 million of the second tranche payment, while the remainder is still outstanding. At March 31, 2026, the Company reduced the provision for expected credit loss by $ 5.0 million and continues to carry a provision of $ 5.3 million due to prolonged delinquency, an absence of contractual modification and a high degree of risk and uncertainty with cross-border collection risk and contractual remedies.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
6. Investments subject to significant influence:
The Company’s principal investments subject to significant influence are its investment in Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") and VRB China. Others include its investments in Sama Resources Inc. (“Sama”).
Equity Method Carried at fair value
Maaden Joint Venture VRB China Other Sama Total
Balance at December 31, 2025 $ 8,227 $ 47,156 $ 827 $ 2,189 $ 58,399
Investment 6,250 — — — 6,250
Change in fair value — — — 323 323
Share of (loss) income ( 2,323 ) ( 1,485 ) 33 — ( 3,775 )
Foreign currency translation — ( 128 ) ( 15 ) — ( 143 )
Balance at March 31, 2026 $ 12,154 $ 45,543 $ 845 $ 2,512 $ 61,054
7. Exploration properties:
Santa
Cruz Tintic Alacrán Other Total
Balance at December 31, 2025 $ 177,523 $ 30,703 $ 13,607 $ 2,312 $ 224,145
Acquisition costs — — — 1,494 1,494
Divestment (Note 12) — — ( 13,607 ) — ( 13,607 )
Balance at March 31, 2026 $ 177,523 $ 30,703 $ — $ 3,806 $ 212,032
8. Convertible debt:
VRB
Convertible
Bond
Balance at December 31, 2025 $ 33,738
Interest expense 720
Balance at March 31, 2026 $ 34,458
On July 8, 2021, VRB issued a convertible bond for gross proceeds of $ 24.0 million. The bond has a five-year term and interest accrues at a rate of 8 % per annum.
Prior to the maturity date of July 8, 2026, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:
• the transaction price of the equity financing or sale event; and
• the valuation cap price of $ 158.0 million divided by the total shares outstanding at the time of the event.
If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.
The Company has accounted for the convertible bond, including its embedded features, as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
9. Equity:
(a) Common stock transactions:
As at December 31, 2025, the Company had 11.6 million warrants outstanding, exercisable to purchase one share of Ivanhoe Electric stock at $ 7.00 per share. In January and February 2026, all of the warrants were exercised for proceeds of $ 81.5 million.
(b) Stock-based compensation:
Stock-based payment compensation was allocated to operations as follows:
Three Months Ended March 31,
2026 2025
General and administrative expenses $ 2,107 $ 2,560
Exploration expenses 475 413
$ 2,582 $ 2,973
(i) Stock-settled restricted stock units ("RSU’s"):
On March 6, 2026, the Company granted 454,112 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 $ 6.0 million based on a grant date share price of $ 13.13 per share.
(ii) Performance share units ("PSU's"):
On March 6, 2026, the Company granted PSU's to certain officers and employees of the Company. The PSU's vest on December 31, 2028, 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 405,360 , which is one times the target. The grant date fair value of these PSU's was $ 7.1 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, 2026
Expected volatility 69.0 %
Expected life of PSU's (in years) 2.8
USA risk-free interest rate 3.4 %
Canada risk-free interest rate 2.6 %
Weighted average grant-date fair value (per unit) $ 17.56
Expected volatility is based on the historical volatility of the Company's share price over a term commensurate with the remaining life of the PSU's. The USA risk-free interest rate was based on the yield observed on the US Dollar treasury curve as at the grant date, while the Canadian risk-free rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
10. Revenue:
The Company recognized revenue from the following sources:
Three months ended
March 31:
Revenue type 2026 2025
Data processing services $ 858 $ 735
Total $ 858 $ 735
11. Exploration expense:
Three months ended
March 31:
Project 2026 2025
Santa Cruz, USA $ 9,500 $ 6,504
Alacrán, Colombia
3,334 3,336
Hog Heaven, USA 3,203 873
Gleeson, USA 2,630 96
Tintic, USA 234 712
Project generation and other 4,305 4,264
Total $ 23,206 $ 15,785
12. Divestment of the Alacrán project:
On May 8, 2025, Cordoba entered into a framework agreement to sell its remaining 50 % interest in the Alacrán Project to JCHX Mining Management Co., Ltd ("JCHX"), through the divestment of Cordoba's wholly owned Colombian subsidiaries, Minerales Cordoba S.A.S. and Exploradora Cordoba S.A.S.
On February 10, 2026, Cordoba and JCHX agreed to amend various terms of the agreement. The purchase price was increased to $ 128.0 million in cash, paid in lump sum on closing of the transaction. In addition, certain conditions to closing were waived including the approval of the Environmental Impact Assessment for the Alacrán project. The transaction closed on March 5, 2026.
Net proceeds from the divestment, after settling outstanding liabilities and amounts held for future corporate activities, were distributed to shareholders of Cordoba. On March 25, 2026, Cordoba distributed $ 40.0 million in cash to non-controlling shareholders of Cordoba.
On the closing date, the carrying value of net assets and non-controlling interest associated with the divested subsidiaries were derecognized, and the cumulative currency translation adjustments previously recognized in other comprehensive income was recognized as profit or loss.
The net gain on the Alacrán divestment was calculated as follows:
Gross proceeds received on closing $ 128,000
Less: transaction costs ( 2,465 )
Net proceeds 125,535
Net assets of disposed subsidiaries ( 538 )
Reclassification of historical currency translation
( 274 )
Gain on divestment of Alacrán
$ 124,723
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
The carrying amount of net assets related to the disposed of subsidiaries on the closing date were as follows:
Assets March 5, 2026
Cash $ 731
Prepaid expenses and deposits 815
Exploration properties 13,608
Property, plant and equipment 2,455
Liabilities
Accounts payable and accrued liabilities ( 3,285 )
Due to related parties ( 4,074 )
Lease liability ( 1,065 )
Deferred income taxes ( 4,751 )
Net carrying amount 4,434
Non-controlling interest ( 3,896 )
Net assets attributable to common shareholders $ 538
13. Related party transactions:
Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
The following table summarizes transactions between the Company and significant related parties.
Balance outstanding as at Transactions for the
three months ended
March 31,
March 31,
2026 December 31,
2025 2026 2025
Total Expenses
Global Mining (Note a) $ — $ 649 $ — $ 771
Ivanhoe Capital Aviation (Note b) — — — 250
High Water Holding Company (Note b) — 250 250 —
I-Pulse (Note c) — — — 617
JCHX Mining Management Co., Ltd (Note e) — 1,500 — —
Total $ — $ 2,399 $ 250 $ 1,638
Revenue and accounts receivable
Maaden Joint Venture (Note d) $ 100 $ — $ 529 $ 600
Advances
Global Mining (Note a) 283 422 — —
Maaden Joint Venture (Note d) 237 141 — —
Deposit
I-Pulse (Note c) $ 1,573 $ 1,573 $ — $ —
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Transactions for the
three months ended
March 31,
2026 2025
Expense classification
Exploration expenses $ — $ 906
General and administrative expenses 250 732
$ 250 $ 1,638
(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.
(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 March 31, 2026, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement.
(d) The Company's majority owned subsidiary, CGI, provides geophysical data processing services to the Maaden joint venture and recognized revenue totaling $ 0.5 million.
At March 31, 2026 the Maaden Joint Venture owes the Company $ 0.2 million for costs that the Company incurred on behalf of the Maaden Joint Venture related to exploration work in Saudi Arabia.
(e) JCHX held 18.2 % of Cordoba’s issued and outstanding common stock as at March 31, 2026 (December 31, 2025 - 19.2 %). In February 2026, JCHX provided bridge loans to CMH Colombia S.A.S (“CMH”), a subsidiary of Cordoba, totalling $ 2.5 million. The loan was derecognized upon the Alacrán divestment (Note 12).
14. Earnings per share:
Basic net income per share of common stock was computed by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted net income per share of common stock was calculated by including the basic weighted-average shares of common stock outstanding adjusted for the effects of all potential dilutive shares of common stock, unless their effect would be anti-dilutive.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Reconciliations of net income or loss and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted net income per share are as follows:
Three months ended
March 31:
2026 2025
Net (income) loss $ ( 81,385 ) $ 34,141
(Income) loss attributable to non-controlling interests ( 39,649 ) 3,626
Net (income) loss attributable to common stockholders $ ( 41,736 ) $ 30,515
Basic weighted-average common shares outstanding 152,224,813 126,664,363
Add shares issuable upon exercise or vesting of equity awards 6,255,927 —
Diluted weighted-average common shares outstanding 158,480,740 126,664,363
Net (income) loss per share attributable to common stockholders:
Basic $ ( 0.27 ) $ 0.24
Diluted $ ( 0.26 ) $ 0.24
Equity awards with anti-dilutive effects have been excluded from the calculations.
15. 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:
March 31, 2026 December 31, 2025
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets:
Investments subject to significant influence $ 2,512 $ — $ — $ 2,189 $ — $ —
Other investments 1,507 267 — 954 267 —
Total financial assets $ 4,019 $ 267 $ — $ 3,143 $ 267 $ —
Financial liabilities:
Total financial liabilities $ — $ — $ — $ — $ — $ —
There were no movements in level three instruments for the three months ended March 31, 2026.
16. Segment reporting:
The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that it has four reportable segments. the Company’s reportable segments are the Santa Cruz Copper Project, critical metals, data processing and energy storage.
The Santa Cruz Copper Project and critical metals segments are focused on mineral 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.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
The 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 three months ended March 31, 2026
Santa Cruz Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 858 $ — $ 858
Intersegment revenues — — — — —
Loss (income) from operations 9,557 ( 107,042 ) 104 625 ( 96,756 )
Segment assets 188,722 347,403 2,580 55,606 594,311
As at and for the three months ended March 31, 2025
Santa Cruz Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 735 $ — $ 735
Intersegment revenues — — 10 — 10
Loss (income) from operations 6,500 19,575 ( 217 ) 1,146 27,004
Segment assets 178,478 176,618 2,012 57,280 414,388
17. Commitments and contingencies:
In October 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 13).
In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise. Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations.
18. Subsequent event:
On April 27, 2026, the Company sold its interest in the Pinaya Gold-Copper Project to Panam Copper Corp., (“Panam Copper”), for $ 11.0 million in consideration, consisting of:
(i) $ 8.0 million in cash, of which $ 1.5 million was paid on closing, and the remainder is payable in installments of $ 1.5 million after six months, $ 2.5 million after one year and $ 2.5 million after eighteen months;
(ii) $ 3.0 million in Panam Copper shares, with a deemed value per share using the 10 -day volume weighted average price 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 million issuable 12 months thereafter; and
(iii) the grant at closing of a one percent net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50 % of the royalty for $ 1.0 million prior to the commencement of commercial production.
Subject to certain conditions, the Company will have the right to nominate one director of Panam Copper.
The disposal group met held for sale criteria as at March 31, 2026 however there was no impact to the condensed interim consolidated financial statements for the period ended March 31, 2026 as the net assets of the disposal group were zero .
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