Item 1. Financial Statements
Item 1. Financial Statements.
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of U.S. dollars)
June 30,
2026 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 256,878 $ 173,263
Restricted cash 1,549 3,010
Accounts and other receivables, net of provision for expected credit loss 7,740 526
Prepaid expenses, deposits and other current assets 3,960 3,394
270,127 180,193
Non-current assets:
Investments subject to significant influence 56,705 58,399
Other investments 1,363 1,221
Exploration properties 218,016 224,145
Property, plant and equipment 7,489 9,289
Other non-current assets 31,120 10,026
Total assets $ 584,820 $ 483,273
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 16,224 $ 16,309
Convertible debt 35,186 33,738
Deferred exploration liability 1,372 2,748
Lease liabilities, current 715 1,080
53,497 53,875
Non-current liabilities:
Deferred income taxes — 4,751
Lease liabilities, net of current portion 748 1,079
Total liabilities 54,245 59,705
Commitments and contingencies (Note 18)
Equity:
Common stock, par value $ 0.0001 ; 700,000,000 shares authorized; 159.6 million shares issued and outstanding as of June 30, 2026 (December 31, 2025 - 700,000,000 authorized; 145.5 million issued and outstanding)
16 15
Additional paid-in capital 1,149,320 1,055,711
Accumulated deficit ( 618,917 ) ( 636,001 )
Accumulated other comprehensive loss ( 4,600 ) ( 3,613 )
Equity attributable to common stockholders 525,819 416,112
Non-controlling interests 4,756 7,456
Total equity 530,575 423,568
Total liabilities and equity $ 584,820 $ 483,273
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Loss (Income) and Comprehensive Loss (Income) (Unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenue $ 724 $ 1,068 $ 1,582 $ 1,803
Cost of sales ( 356 ) ( 294 ) ( 709 ) ( 587 )
Gross profit 368 774 873 1,216
Operating expenses:
Exploration expenses 21,408 14,078 44,614 29,863
General and administrative expenses 8,266 9,721 18,128 21,307
Research and development expenses 174 55 578 107
Selling and marketing expenses — — — 23
Gain on divestment of Alacrán project — — ( 124,723 ) —
Gain on divestment of Pinaya project ( 8,000 ) — ( 8,000 ) —
Reversal of provision for expected credit loss — — ( 5,000 ) —
Impairment — 2,555 — 2,555
Loss (income) from operations 21,480 25,635 ( 75,276 ) 52,639
Other expenses (income):
Interest (income) expense, net ( 243 ) 1,217 586 2,747
Foreign exchange (gain) loss ( 116 ) 452 ( 762 ) 464
Share of loss of equity method investees 4,426 2,258 8,201 7,247
Other (income) expense, net ( 157 ) ( 590 ) ( 939 ) 16
Loss (income) before income taxes 25,390 28,972 ( 68,190 ) 63,113
Income taxes ( 51 ) — 12,144 —
Net loss (income) 25,339 28,972 ( 56,046 ) 63,113
Loss (income) attributable to non-controlling interests 687 5,121 ( 38,962 ) 8,747
Net loss (income) attributable to common stockholders 24,652 23,851 ( 17,084 ) 54,366
Net loss (income) 25,339 28,972 ( 56,046 ) 63,113
Other comprehensive loss (income), net of tax:
Foreign currency translation adjustments 406 ( 503 ) 1,439 ( 515 )
Other comprehensive loss (income) 406 ( 503 ) 1,439 ( 515 )
Comprehensive loss (income) $ 25,745 $ 28,469 $ ( 54,607 ) $ 62,598
Comprehensive loss (income) attributable to:
Common stockholders 24,960 23,526 ( 16,097 ) 54,029
Non-controlling interests 785 4,943 ( 38,510 ) 8,569
$ 25,745 $ 28,469 $ ( 54,607 ) $ 62,598
Net loss (income) per share attributable to common stockholders
Basic $ 0.16 $ 0.18 $ ( 0.11 ) $ 0.42
Diluted $ 0.16 $ 0.18 $ ( 0.11 ) $ 0.42
Weighted-average common shares outstanding
Basic 158,352,357 132,602,702 155,305,512 129,649,937
Diluted 158,352,357 132,602,702 158,370,559 129,649,937
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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)
Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
loss Non-controlling
interests Total
Common Stock
Shares Amount
Six months ended June 30, 2026
Balance at January 1, 2026 145,508,012 $ 15 $ 1,055,711 $ ( 636,001 ) $ ( 3,613 ) $ 7,456 $ 423,568
Net income — — — 17,084 — 38,962 56,046
Other comprehensive loss — — — — ( 987 ) ( 452 ) ( 1,439 )
Warrants exercised 11,644,872 1 81,513 — — — 81,514
Settlement of restricted share units 391,764 — — — — — —
Stock options exercised 1,745,611 — 6,060 — — — 6,060
Issuance of common stock, exploration property acquisition 300,000 — 4,340 — — — 4,340
Share-based compensation — — 5,708 — — 27 5,735
Distribution to non-controlling shareholders of subsidiary, including taxes — — ( 1,195 ) — — ( 40,899 ) ( 42,094 )
Other changes in non-controlling interests — — ( 2,817 ) — — ( 338 ) ( 3,155 )
Balance at June 30, 2026 159,590,259 $ 16 $ 1,149,320 $ ( 618,917 ) $ ( 4,600 ) $ 4,756 $ 530,575
Three months ended June 30, 2026
Balance at April 1, 2026 157,991,593 $ 16 $ 1,138,818 $ ( 594,265 ) $ ( 4,292 ) $ 5,396 $ 545,673
Net loss — — — ( 24,652 ) — ( 687 ) ( 25,339 )
Other comprehensive loss — — — — ( 308 ) ( 98 ) ( 406 )
Stock options exercised 1,298,666 — 3,231 — — — 3,231
Issuance of common stock, exploration property acquisition 300,000 — 4,340 — — — 4,340
Share-based compensation — — 3,154 — — ( 1 ) 3,153
Other changes in non-controlling interests — — ( 223 ) — — 146 ( 77 )
Balance at June 30, 2026 159,590,259 $ 16 $ 1,149,320 $ ( 618,917 ) $ ( 4,600 ) $ 4,756 $ 530,575
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
(loss) income Non-controlling
interests Total
Common Stock
Shares Amount
Six months ended June 30, 2025
Balance at January 1, 2025 120,612,112 $ 12 $ 802,032 $ ( 530,127 ) $ ( 3,276 ) $ 11,790 $ 280,431
Net loss — — — ( 54,366 ) — ( 8,747 ) ( 63,113 )
Other comprehensive income — — — — 337 178 515
Issuance of common stock; public offering, net of issuance costs 11,794,872 1 53,371 — — — 53,372
Issuance of warrants, public offering — — 12,470 — — — 12,470
Settlement of restricted share units 150,000 — — — — — —
Stock options exercised 108,784 — 271 — — — 271
Warrants exercised 25,000 — 175 — — — 175
Share-based compensation — — 6,272 — — 76 6,348
Non-controlling interests investment in subsidiary — — 6,129 — — 14,034 20,163
Other changes in non-controlling interests — — 36 — — 109 145
Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ ( 584,493 ) $ ( 2,939 ) $ 17,440 $ 310,777
Three months ended June 30, 2025
Balance at April 1, 2025 132,590,318 $ 13 $ 870,855 $ ( 560,642 ) $ ( 3,264 ) $ 8,375 $ 315,337
Net loss — — — ( 23,851 ) — ( 5,121 ) ( 28,972 )
Other comprehensive income — — — — 325 178 503
Stock options exercised 75,450 — 188 — — — 188
Warrants exercised 25,000 — 175 — — — 175
Share-based compensation — — 3,338 — — 37 3,375
Non-controlling interests investment in subsidiary — — 6,129 — — 14,034 20,163
Other changes in non-controlling interests — — 71 — — ( 63 ) 8
Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ ( 584,493 ) $ ( 2,939 ) $ 17,440 $ 310,777
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of U.S. dollars)
Six Months Ended June 30, 2026 and 2025
2026 2025
Operating activities
Net income (loss) $ 56,046 $ ( 63,113 )
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization 1,067 1,362
Share-based compensation 5,735 6,348
Unrealized foreign exchange (gain) loss ( 762 ) 225
Interest expense 2,884 3,485
Share of loss of equity method investees 8,201 7,247
Gain on divestment of Alacrán project ( 124,723 ) —
Gain on divestment of Pinaya project ( 8,000 ) —
Reversal of provision for expected credit loss ( 5,000 ) —
Impairment — 2,555
Other ( 571 ) ( 43 )
Changes in other operating assets and liabilities:
Accounts receivable ( 714 ) 622
Accounts payable and accrued liabilities 6,860 ( 1,008 )
Deferred exploration liability ( 1,376 ) ( 1,897 )
Other operating assets and liabilities ( 1,922 ) ( 1,252 )
Net cash used in operating activities ( 62,275 ) ( 45,469 )
Investing activities
Proceeds from divestment of Alacrán project, net of transaction costs and cash disposed 124,804 —
Proceeds from sale of a subsidiary 5,000 9,696
Proceeds from divestment of Pinaya project 1,500 —
Deposits paid for property, plant and equipment ( 20,869 ) —
Purchase of exploration properties ( 3,138 ) ( 731 )
Purchase of property, plant and equipment ( 824 ) ( 1,258 )
Investment in significant influence investee ( 6,250 ) —
Purchase of other non-current assets ( 1,300 ) —
Net cash provided by investing activities 98,923 7,707
Financing activities
Proceeds from exercise of warrants 81,514 —
Distribution to non-controlling shareholders of subsidiary ( 40,083 ) —
Proceeds from exercise of stock options 6,060 271
Net proceeds from public offering — 65,842
Proceeds from related party loan 2,500 5,000
Repayment of related party loan — ( 10,505 )
Debt issuance costs ( 4,585 ) —
Non-controlling interests investment in subsidiary 740 20,163
Other — 145
Net cash provided by financing activities 46,146 80,916
Effect of foreign exchange rate changes on cash and cash equivalents ( 640 ) 827
Increase in cash and cash equivalents and restricted cash 82,154 43,981
Cash, cash equivalents and restricted cash, beginning of the period 176,273 45,309
Cash, cash equivalents and restricted cash, end of the period 258,427 89,290
Restricted cash, end of the period 1,549 1,240
Cash and cash equivalents, end of the period $ 256,878 $ 88,050
Supplemental cash flow information
Cash paid for income taxes $ 12,195 $ 29
Supplemental disclosure of non-cash financing activities
Issuance of common stock $ 4,340 $ —
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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”) 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 June 30, 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 and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at June 30, 2026 (December 31, 2025 — 94.3 %).
• Cordoba Minerals Corp. (“Cordoba”) sold the Alacrán copper-gold project in northern Colombia in March 2026 (Note 13) . Ivanhoe Electric had an ownership interest in Cordoba of 59.3 % as at June 30, 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 six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The unaudited 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 unaudited condensed interim consolidated statement of cash flows for the six-month period ended 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 unaudited condensed interim consolidated statement of cash flows for the six months ended June 30, 2025. The reclassification has no impact on the prior period figures in the unaudited 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.
Recently adopted accounting pronouncements:
The Company adopted ASU 2024-04 on January 1, 2026, which clarifies the accounting for certain induced conversions of convertible debt instruments. The adoption of ASU 2024-04 did not have a material impact.
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 unaudited 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 June 30, 2026 and December 31, 2025, $ 23.5 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 and other receivables:
June 30,
2026 December 31,
2025
Trade accounts receivable $ 2 $ 14
Other receivables (Note a) 13,042 10,816
Provision for expected credit loss (Note a) ( 5,304 ) ( 10,304 )
$ 7,740 $ 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. 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)
As of June 30, 2026, other receivables also include $ 6.5 million from the divestment of the Pinaya project (Note 14).
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 (Note a) 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 — — — 450 450
Share of loss ( 5,234 ) ( 2,916 ) ( 51 ) — ( 8,201 )
Foreign currency translation — ( 182 ) ( 11 ) — ( 193 )
Balance at June 30, 2026 $ 9,243 $ 44,058 $ 765 $ 2,639 $ 56,705
(a) In July 2026, the Company provided funding to the Maaden Joint Venture in the amount of $ 6.3 million.
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 — — — 7,478 7,478
Divestment (Note 13) — — ( 13,607 ) — ( 13,607 )
Balance at June 30, 2026 $ 177,523 $ 30,703 $ — $ 9,790 $ 218,016
8. Other non-current assets:
June 30,
2026 December 31,
2025
Deposits (Note a) $ 25,242 $ 4,373
Other 5,878 5,653
$ 31,120 $ 10,026
(a) Deposits are amounts paid in advance for capital asset acquisitions that have not yet been received or placed in service.
In May 2026, the Company entered into an agreement to acquire a tunnel boring machine ("TBM") and material handling system for mine access development at the Santa Cruz Copper Project. The total purchase price is $ 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.
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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)
As of June 30, 2026, the Company has also made deposit payments totalling $ 9.8 million relating to upgrading the electrical power at the Santa Cruz Copper Project.
9. Convertible debt:
VRB
Convertible
Bond
Balance at December 31, 2025 $ 33,738
Interest expense 1,448
Balance at June 30, 2026 $ 35,186
On July 8, 2021, VRB issued a convertible bond for gross proceeds of $ 24.0 million. The bond had a five-year term and interest accrues at a rate of 8 % per annum.
On July 1, 2026, VRB entered into an agreement to extend the maturity date of the convertible bond to December 31, 2026. All other terms and conditions of the convertible bond are unchanged.
Prior to the maturity date, 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.
10. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
General and administrative expenses $ 2,450 $ 2,636 $ 4,557 $ 5,196
Exploration expenses 703 739 1,178 1,152
$ 3,153 $ 3,375 $ 5,735 $ 6,348
(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.
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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)
(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.
11. Revenue:
The Company recognized revenue from the following sources:
Three Months Ended June 30, Six Months Ended June 30,
Revenue type 2026 2025 2026 2025
Data processing services $ 724 $ 1,068 $ 1,582 $ 1,803
Total $ 724 $ 1,068 $ 1,582 $ 1,803
12. Exploration expense:
Three months ended June 30, Six Months Ended June 30,
Project 2026 2025 2026 2025
Santa Cruz, USA $ 10,537 $ 5,425 $ 20,037 $ 11,929
Gleeson, USA 3,985 180 6,615 276
Hog Heaven, USA 1,161 394 4,364 1,267
Alacrán, Colombia
— 4,354 3,334 7,691
Ivory Coast Project, Ivory Coast 739 331 1,093 656
Chile Exploration Collaboration, Chile — — 664 —
Tintic, USA 193 474 427 1,185
Project generation and other 4,793 2,920 8,080 6,859
Total $ 21,408 $ 14,078 $ 44,614 $ 29,863
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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)
13. 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 and paid in a 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 $ 40.1 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
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
14. Divestment of the Pinaya project:
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;
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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)
(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.
At the time of the transaction, the carrying value of the disposal group was zero and the Company recognized a gain on the divestment of $ 8.0 million based on the fair value of consideration received.
15. 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 June 30, Transactions for the
six months ended June 30,
June 30,
2026 December 31,
2025 2026 2025 2026 2025
Total Expenses
Global Mining (Note a) $ — $ 649 $ — $ 447 $ — $ 1,218
Ivanhoe Capital Aviation (Note b) — — — 250 — 500
High Water Holding Company (Note b) — 250 250 — 500 —
I-Pulse (Note c) 2,002 — 2,002 — 2,002 —
JCHX Mining Management Co., Ltd (Note e) — 1,500 — — — —
Total $ 2,002 $ 2,399 $ 2,252 $ 697 $ 2,502 $ 1,718
Revenue and accounts receivable
Maaden Joint Venture (Note d) $ 200 $ — $ 643 $ 560 $ 1,172 $ 1,160
Advances
Global Mining (Note a) 283 422 — — — —
Maaden Joint Venture (Note d) 206 141 — — — —
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 June 30, Transactions for the
six months ended June 30,
2026 2025 2026 2025
Expense classification
Exploration expenses $ 2,002 $ 66 $ 2,002 $ 355
General and administrative expenses 250 631 500 1,363
Research and development expenses — — — —
$ 2,252 $ 697 $ 2,502 $ 1,718
(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, The remaining payments will be made as each Typhoon™ transmitter system is delivered. As at June 30, 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.
As at June 30, 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 June 30, 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 13).
16. 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 consolidated balance sheets:
June 30, 2026 December 31, 2025
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets:
Investments subject to significant influence $ 2,639 $ — $ — $ 2,189 $ — $ —
Other investments 1,096 267 — 954 267 —
Total financial assets $ 3,735 $ 267 $ — $ 3,143 $ 267 $ —
Financial liabilities:
Total financial liabilities $ — $ — $ — $ — $ — $ —
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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)
17. 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 exploration and developing mines from mineral deposits principally located in the United States. The Santa Cruz Copper Project is at a more advanced stage relative to most of the Company’s other mineral exploration projects and its discrete financial information and operating results are regularly reviewed by the CODM in order to make decisions about resource allocation and assess performance.
The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries. The energy storage segment develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.
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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)
Segment information for the periods presented is as follows:
As at and for the three months ended June 30, 2026
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 724 $ — $ 724
Exploration Expenses 10,537 10,871 — — 21,408
General and administrative expenses — 7,578 154 534 8,266
Other segment items 1
— ( 8,003 ) 415 118 ( 7,470 )
Total segment operating expenses 10,537 10,446 569 652 22,204
Loss (income) from operations 10,537 10,446 ( 155 ) 652 21,480
Depreciation and amortization 44 447 12 — 459
Segment assets 208,981 319,646 2,656 53,537 584,820
Expenditures for segment assets 19,800 1,644 — 196 21,640
Investments subject to significant influence — 11,882 765 44,058 56,705
As at and for the six months ended June 30, 2026
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue $ — $ — $ 1,582 $ — $ 1,582
Exploration Expenses 20,037 24,577 — — 44,614
General and administrative expenses — 16,607 422 1,099 18,128
Other segment items 1
— ( 132,722 ) 1,109 ( 4,823 ) ( 136,436 )
Total segment operating expenses 20,037 ( 91,538 ) 1,531 ( 3,724 ) ( 73,694 )
Loss (income) from operations 20,037 ( 91,538 ) ( 51 ) ( 3,724 ) ( 75,276 )
Depreciation and amortization 74 970 23 — 1,067
Segment assets 208,981 319,646 2,656 53,537 584,820
Expenditures for segment assets 20,991 3,138 — 702 24,831
Investments subject to significant influence — 11,882 765 44,058 56,705
1 The composition of ‘Other segment items’ varies by segment. For the six months ended June 30, 2026 it consists primarily of gains from the divestment of the Alacrán and Pinaya projects in critical metals, cost of sales in data processing and provision for expected credit loss in energy storage. For the three months ended June 30, 2026 it consists primarily of gains from the divestment of the Pinaya project in critical metals and cost of sales in data processing.
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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)
As at and for the three months ended June 30, 2025
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue from external customers $ — $ — $ 1,068 $ — $ 1,068
Intersegment revenues — — — — —
Elimination of intersegment revenue — — — — —
Revenue — — 1,068 — 1,068
Exploration Expenses 5,425 8,653 — — 14,078
General and administrative expenses — 8,853 162 706 9,721
Other segment items 1
— 2,555 348 1 2,904
Total segment operating expenses 5,425 20,061 510 707 26,703
Loss (income) from operations 5,425 20,061 ( 558 ) 707 25,635
Depreciation and amortization 38 690 12 — 702
Segment assets 179,264 161,856 2,351 57,000 400,471
Expenditures for segment assets 731 661 — — 661
Investments subject to significant influence — 15,988 844 39,921 56,753
As at and for the six months ended June 30, 2025
Santa Cruz Copper Project Critical
Metals Data
Processing Energy
Storage Total
Revenue from external customers $ — $ — $ 1,803 $ — $ 1,803
Intersegment revenues — — 10 — 10
Elimination of intersegment revenue — — ( 10 ) — ( 10 )
Revenue — — 1,803 — 1,803
Exploration Expenses 11,929 17,934 — — 29,863
General and administrative expenses — 19,143 335 1,829 21,307
Other segment items 1
— 2,555 693 24 3,272
Total segment operating expenses 11,929 39,632 1,028 1,853 54,442
Loss (income) from operations 11,929 39,632 ( 775 ) 1,853 52,639
Depreciation and amortization 76 1,262 24 — 1,362
Segment assets 179,264 161,856 2,351 57,000 400,471
Expenditures for segment assets 731 1,258 — — 1,989
Investments subject to significant influence — 15,988 844 39,921 56,753
1 The composition of ‘Other segment items’ varies by segment. For the three and six months ended June 30, 2025 it consists primarily of impairment charges in critical metals and cost of sales in data processing.
18. Commitments and contingencies:
In October 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 15).
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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)
In May 2026, the Company entered into a contractual agreement to acquire a TBM for mine access development at the Santa Cruz Copper Project (Note 8).
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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.