What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-07 · 149 added, 91 removed, 201 unchanged (54% of the section changed)

32 unchanged sentences

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.

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;

we may be adversely affected by tariff and trade actions;

and delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project.

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

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We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km 2 of underexplored Arabian Shield in Saudi Arabia.

Finally, in 2024, we established an exploration alliance with BHP Mineral Resources Inc.

In 2024, we established an exploration alliance with BHP Mineral Resources Inc.

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

Finally, in 2026, we established a Typhoon™ driven exploration collaboration with Sociedad Química y Minera de Chile (“SQM”"), to explore for copper in northern Chile.

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.

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Business Developments in the Quarter and Subsequent Period

Cordoba Minerals Corp.

( 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.

Santa Cruz Copper Project (100% owned)

On May 28, 2026, we, through our wholly owned subsidiary Mesa Cobre Holding Corporation (“Mesa Cobre”), entered into an Agreement for the Purchase, Supply, Transport, Assembly, Testing, and Commissioning of a Crossover XRE Tunnel Boring Machine (“TBM”) and Associated Equipment (the “Purchase Agreement”) with Global TBM Company dba The Robbins Company (“Robbins”).

Pursuant to the Purchase Agreement, Robbins will sell, supply, transport, assemble, test, and commission for Mesa Cobre the TBM for Mesa Cobre’s use on the Santa Cruz Copper Project.

Mesa Cobre will pay Robbins a total of $64.7

million, inclusive of a previously-paid deposit of $1.1 million.

Upon the signing of the Purchase Agreement in June 2026, we paid $12.7 million to Robbins and will pay the remainder in a series of milestone payments relating to certain events specified in the Purchase Agreement relating to shipping, delivery to the Santa Cruz Project site, and assembly, commissioning and use of the TBM.

Transportation to the project site will be reimbursed by Mesa Cobre at cost plus 10%, and any tariffs will be reimbursed by Mesa Cobre without markup.

An additional cost of assembly of the TBM of $5.8 million will be paid to Robbins by Mesa Cobre pursuant to certain payment milestones.

Title to the TBM and equipment transfers to Mesa Cobre upon delivery at the project.

Commissioning occurs when the equipment is assembled, tested and operational, including the installation of the reaction frame at the bottom of the box cut at the site in accordance with the Purchase Agreement, and is to occur by July 30, 2027 or such other date that the parties may agree in writing.

Our engineers are preparing an updated Santa Cruz Copper Project S-K 1300 Preliminary Feasibility & Technical Report Summary and NI 43-101 Feasibility Study & Technical Report (the "PFS") to incorporate the engineering details of the TBM and material handling system.

We expect to complete this study during the third quarter of 2026.

We are in the advanced stages of the application process and due diligence related to project debt financing with the Export-Import Bank of the United States.

We also continue to advance discussions with a group of leading commercial banks, as well as potential sources for non-debt funding.

Maaden Joint Venture (50% owned)

On July 7, 2026, we entered into an Amended and Restated Shareholders Agreement (“A&R Shareholders Agreement”) with Maaden, governing the Joint Venture.

The A&R Shareholders Agreement amends and restates the Shareholders Agreement dated July 6, 2023, as amended (collectively, the “Prior Agreement”).

The A&R Shareholders Agreement includes certain new provisions not contained in the Prior Agreement including, but not limited to:

• The Joint Venture and its subsidiaries may now acquire exploration licenses and mining licenses directly in the name of the Joint Venture (“Joint Venture Land”) rather than only accessing such licenses held by Maaden;

• If the Joint Venture chooses not to pursue Joint Venture Land, any shareholder may pursue such rights individually with no risk or benefit to the Joint Venture;

• Certain loans made by a shareholder to the Joint Venture to cover any shortfall in funding by the other shareholder shall now be repaid in priority to other shareholder loans;

• The approval of the Joint Venture board of directors is now only required to hire or terminate certain senior executives;

• The technical committee of the Joint Venture is now given more authority to reallocate funds within a board approved budget and approve non-material amendments to a previously approved exploration program, without needing board approval in each instance;

• The exploration term of the Joint Venture will now run for ten (10) years from the effective date, ending now on July 6, 2033;

• General clean up matters relating to prior amendments.

The Prior Agreement, as amended and restated by the A&R Shareholders Agreement, established a limited liability company under Saudi law and sets out the terms governing the relationship of the parties with respect to the Joint Venture.

It provides for the Company and Maaden to participate in the 50/50 Joint Venture which had an initial term of five years but extendable to ten (10) years, now expiring on July 6, 2033.

Kaizen Discovery Inc.

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(“Kaizen Discovery”) sold our indirect interest in the Pinaya Gold-Copper Project to Panam Copper Corp., a British Columbia company (“Panam Copper”), for $11.0 million in stated consideration, consisting of (i) $8.0 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) $3.0 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.

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 $1.0 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.

Management Updates

On August 1, 2026, Alex Neufeld was promoted to Senior Vice President of Exploration, replacing in that role Graham Boyd who resigned effective August 1, 2026.

On August 5, 2026, the Company announced that Michelle Lammers would be joining the Company as Chief Operating Officer effective September 1, 2026.

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.

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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.

Since 2025, VRB Energy has been focused on progressing its Arizona-based business, VRB USA, which has not yet generated any revenue.

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.

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 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.

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 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.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

For the three months ended June 30, 2026 we recorded a net loss attributable to common stockholders of $24.7 million ($0.16 per share), compared to $23.9 million ($0.18 per share) for the three months ended June 30, 2025, which was an increase of $0.8 million.

Significant contributors to this change for the three months ended June 30, 2026 included an increase of $7.3 million in exploration expenditures and an increase of $2.2 million in share of loss of equity method investees.

These increases were offset by a decrease of $1.5 million in general and administrative expenses and an $8.0 million gain recorded on the divestment of the Pinaya Project.

The three months ended June 30, 2025 included a $2.6 million impairment expense of a non-core exploration property, there was no similar expense in the three months ended June 30, 2026.

Exploration expenses were $21.4 million for the three months ended June 30, 2026, an increase of $7.3 million from $14.1 million for the three months ended June 30, 2025.

Exploration expenses consisted of the following:

Three months ended June 30,

(In thousands) 2026 2025

Exploration Expenses:

Santa Cruz, USA $ 10,537 $ 5,425

Gleeson, USA 3,985 180

Hog Heaven, USA 1,161 394

Alacrán Project (Cordoba)

Ivory Coast Project, Ivory Coast 739 331

Chile Exploration Collaboration, Chile — —

Tintic, USA 193 474

Project generation and other 4,793 2,920

Total $ 21,408 $ 14,078

• During the three months ended June 30, 2026, exploration expenditures largely focused on activities at the Santa Cruz Copper Project where $10.5 million of expenditure was incurred in the three months ended June 30, 2026, compared to $5.4 million incurred in the three months ended June 30, 2025.

Activities during the three months ended June 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design.

The exploration expenditures incurred in the three months ended June 30, 2025 were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025;

• The Gleeson Project in Arizona where $4.0 million of expenditure was incurred in the three months ended June 30, 2026 compared to $0.2 million incurred in the three months ended June 30, 2025.

We commenced drilling in November 2025.

Activities during the three months ended June 30, 2026, were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets.

Also, additional land purchases and leases have been executed;

• The Hog Heaven Project where $1.2 million of expenditure was incurred in the three months ended June 30, 2026 compared to $0.4 million incurred in the three months ended June 30, 2025.

Activities during the three months ended June 30, 2026 were focused on testing high-sulfidation epithermal mineralization following up on previous exploration success from 2025.

Drilling was completed on April 23, 2026;

• Project generation and other includes exploration expenses for early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation.

General and administrative expenses were $8.3 million for the three months ended June 30, 2026, a decrease of $1.5 million from $9.7 million for the three months ended June 30, 2025.

The main contributor to the decrease was a $1.5 million decrease in general and administrative expenses incurred at Cordoba which were $0.4 million for the three months ended June 30, 2026 compared to $2.0 million for the three months ended June 30, 2025.

This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacran Project on March 5, 2026.

Share of loss of equity method investees was $4.4 million for the three months ended June 30, 2026, an increase of $2.2 million from $2.3 million for the three months ended June 30, 2025.

The share of loss of equity method investees for the three months ended June 30, 2026 consisted of a $2.9 million share of the loss from the Maaden Joint Venture and a $1.4 million share of loss from the VRB China Joint Venture.

During the three months ended June 30, 2026 we recorded an $8.0 million gain on the divestment of the Pinaya Gold-Copper Project as a result of the April 27, 2026 sale of the project to Panam Copper.

At the time of the transaction the net assets of the disposal group were $nil.

We recognized a gain on the divestment of $8.0 million based on the fair value of consideration received.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three months ended June 30, 2026 ($0.7 million) and 100% for the three months ended June 30, 2025 ($1.1 million).

VRB did not generate revenue during these periods.

CGI’s revenue for the three months ended June 30, 2026 was $0.7 million, a decrease of $0.3 million from $1.1 million for the three months ended June 30, 2025.

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

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

For the six months ended June 30, 2026 we recorded net income attributable to common stockholders of $17.1 million ($0.11 per share), compared to a net loss of $54.4 million ($0.42 per share) for the six months ended June 30, 2025, which was a change of $71.5 million.

The most significant contributor to this change for the six months ended June 30, 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 for the six months ended June 30, 2026, was an $8.0 million gain recorded on the divestment of the Pinaya Project, a $5.0 million credit loss provision reversal related to the 2024 sale of VRB China and a decrease of $3.2 million in general and administrative expenses.

Offsetting these was an increase of $14.8 million in exploration expenditures.

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

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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 were $44.6 million for the six months ended June 30, 2026, an increase of $14.8 million from $29.9 million for the six months ended June 30, 2025.

Exploration expenses consisted of the following:

Three months ended

Six Months Ended June 30,

(In thousands) 2026 2025

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Santa Cruz, USA $ 20,037 $ 11,929

Alacrán, Colombia

Hog Heaven, USA 3,203 873

Gleeson, USA 6,615 276

Hog Heaven, USA 4,364 1,267

Alacrán Project (Cordoba)

Ivory Coast Project, Ivory Coast 1,093 656

Chile Exploration Collaboration, Chile 664 —

Tintic, USA 427 1,185

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Total $ 44,614 $ 29,863

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.

During the six months ended June 30, 2026, exploration expenditures largely focused on activities at:

• The Santa Cruz Copper Project where $20.0 million of expenditure was incurred in the six months ended June 30, 2026 compared to $11.9 million incurred in the six months ended June 30, 2025.

Activities during the six months ended June 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design.

The exploration expenditures incurred in the six months ended June 30, 2025 were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025;

• The Gleeson Project in Arizona where $6.6 million of expenditure was incurred in the six months ended June 30, 2026 compared to $0.3 million incurred in the six months ended June 30, 2025.

We commenced drilling in November 2025.

Activities during the six months ended June 30, 2026 were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets.

Also, additional land purchases and leases have been executed;

• The Hog Heaven Project where $4.4 million of expenditure was incurred in the six months ended June 30, 2026 compared to $1.3 million incurred in the six months ended June 30, 2025.

Activities during the six months ended June 30, 2026 were focused on testing high-sulfidation epithermal mineralization following up on previous exploration success from 2025.

Drilling was completed on April 23 2026;

• 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)

Software licensing and data processing services:

Revenue $ 858 $ 735 17 %

Cost of sales (353) (293) 20 %

Gross profit $ 505 $ 442 14 %

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 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.

These pre-sale activities in 2026 were focused on detailed engineering design of the Alacrán mine and consultation associated with the Environmental Impact Assessment process;

General and administrative expenses were $18.1 million for the six months ended June 30, 2026, a decrease of $3.2 million from $21.3 million for the six months ended June 30, 2025.

The main contributor to the decrease was a $2.0 million decrease in general and administrative expenses incurred at Cordoba which were $1.3 million for the six months ended June 30, 2026 compared to $3.3 million for the six months ended June 30, 2025.

This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacran Project on March 5, 2026.

Also, contributing to the decrease was a $0.6 million decrease in directors and officers' insurance expenses from $1.6 million for the six months ended June 30, 2025 compared to $1.1 million for six months ended June 30, 2026 due to a decrease in premiums.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the six months ended June 30, 2026 ($1.6 million) and 100% for the six months ended June 30, 2025 ($1.8 million).

VRB did not generate revenue during these periods.

CGI’s revenue for the six months ended June 30, 2026 was $1.6 million, a decrease of $0.2 million from $1.8 million for the six months ended June 30, 2025.

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

Stock-Based Compensation

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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.

At June 30, 2026, we had cash and cash equivalents of $256.9 million and a working capital balance of $216.6 million.

Of the total cash and cash equivalents at June 30, 2026, $23.5 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").

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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.

As at August 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.

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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 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.

Consolidated Cash Balances as of June 30, 2026

The table below discloses the amounts of cash disaggregated by currency denomination as of June 30, 2026 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

US dollars Canadian Dollars

US dollars Canadian dollars Other Total

(In thousands)

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Canada 17,512 1,424 — 18,936

Cayman Islands 6,839 432 — 7,271

Other 1,531 — 86 1,617

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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 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.

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.

At June 30, 2026, the balance of principal and interest on the bond was $35.2 million and it is classified as a current liability on the balance sheet.

On July 1, 2026, VRB Energy and the bond holder entered into an agreement whereby the parties mutually agreed to extend the maturity date of the convertible bond to December 31, 2026.

All other terms and conditions remained the same.

Bridge Facility - Mesa Cobre

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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.

At June 30, 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:

Three Months Ended

Six Months Ended June 30, 2026

Net cash (used in) provided by:

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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 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.

The net cash used in operating activities during the six months ended June 30, 2026 of $62.3 million primarily was the result of $43.4 million of cash exploration expenditures, $13.6 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 six months ended June 30, 2025 of $45.5 million primarily was the result of $28.7 million of cash exploration expenditures and $16.1 million of cash general and administrative costs.

Investing activities.

Our investing activities generally relate to acquisitions of mineral property interests, purchases of public company shares in companies that we may partner with and capital expenditures at our projects.

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 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.

Net cash received from investing activities for the six months ended June 30, 2026 of $98.9 million was predominately due to $124.8 million received by Cordoba from the sale of its Alacrán Project.

In addition, we received $5.0 million in proceeds from the 2024 sale of VRB China and $1.5 million in initial consideration from the sale of the Pinaya Gold-Copper Project.

Offsetting these cash receipts were cash expenditures of $20.9 million on deposits made by the Santa Cruz Copper Project related to infrastructure and equipment, $6.3 million invested into the Maaden Joint Venture, $3.1 million of exploration property purchases and other asset purchases totaling $1.3 million.

During the six months ended June 30, 2025, we received $9.7 million in proceeds from the 2024 sale of a VRB China.

Financing activities.

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.

The net cash provided by financing activities during the six months ended June 30, 2026 of $46.1 million included proceeds of $81.5 million received from the January and February 2026 exercise of approximately 11.6 million Warrants to purchase one share of our common stock at a price of $7.00 per share.

In addition, we received $6.1 million from the exercise of stock options during the six months ended June 30, 2026.

Also, during the six months ended June 30, 2026, Cordoba distributed $40.1 million to its non-controlling shareholders.

The net cash provided by financing activities during the six months ended June 30, 2025 of $80.9 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 six months ended June 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 Project.

On June 26, 2025, Cordoba repaid the $10.5 million bridge loan using the proceeds from the third installment.

Contractual Obligations

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.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K for information regarding our contractual obligations.

The following information updates our significant contractual obligations disclosed in Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K.

As of June 30, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2025, other than the May 2026 agreement to acquire the TBM for $64.7 million, payable in installments over a two-year period upon the achievement of specified contractual milestones.

As of June 30, 2026, the Company had made an initial deposit of $13.8 million.

Off Balance Sheet Arrangements

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.

As of June 30, 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 months ended March 31, 2026.

See Note 15 of our consolidated financial statements for the three and six months ended June 30, 2026.

Critical Accounting Estimates

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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.

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.

22 unchanged sentences

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 March 31, 2026.

We had no uncertain tax positions as of June 30, 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