[10-Q] Ivanhoe Electric Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-41436
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (480 ) 656-5821
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 7, 2026, the registrant had 158,291,593 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
Table of Contents
IVANHOE ELECTRIC INC. Form 10-Q
For the Quarter Ended March 31, 2026
| Page | ||||||||
PART I. FINANCIAL INFORMATION | 3 | |||||||
Item 1. | Condensed Interim Consolidated Financial Statements | 3 | ||||||
Condensed Interim Consolidated Balance Sheets | 3 | |||||||
Condensed Interim Consolidated Statements of (Income) Loss and Comprehensive (Income) Loss | 4 | |||||||
Condensed Interim Consolidated Statements of Changes in Equity | 5 | |||||||
Condensed Interim Consolidated Statements of Cash Flows | 6 | |||||||
Notes to Condensed Interim Consolidated Financial Statements | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 | ||||||
Item 4. | Controls and Procedures | 26 | ||||||
PART II. OTHER INFORMATION | 27 | |||||||
Item 1. | Legal Proceedings | 27 | ||||||
Item 1A. | Risk Factors | 27 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 28 | ||||||
Item 5. | Other Information | 28 | ||||||
Item 6. | Exhibits | 29 | ||||||
Signatures | 30 | |||||||
Table of Contents
PART I—FINANCIAL INFORMATION
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 | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts and other receivables | |||||||||||
| Prepaid expenses, deposits and other current assets | |||||||||||
| Non-current assets: | |||||||||||
| Investments subject to significant influence | |||||||||||
| Other investments | |||||||||||
| Exploration properties | |||||||||||
| Property, plant and equipment | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Convertible debt | |||||||||||
| Deferred exploration liability | |||||||||||
| Lease liabilities, current | |||||||||||
| Non-current liabilities: | |||||||||||
| Deferred income taxes | |||||||||||
| Lease liabilities, net of current portion | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 17) | |||||||||||
| Equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | ( | ( | |||||||||
| Equity attributable to common stockholders | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
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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 | $ | $ | |||||||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Exploration expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling and marketing expenses | |||||||||||||||||||||||
| Gain on divestment of Alacrán project | ( | ||||||||||||||||||||||
| Provision for expected credit loss | ( | ||||||||||||||||||||||
| (Income) loss from operations | ( | ||||||||||||||||||||||
| Other expenses (income): | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Foreign exchange (gain) loss | ( | ||||||||||||||||||||||
| Share of loss of equity method investees | |||||||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| (Income) loss before income taxes | ( | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net (income) loss | ( | ||||||||||||||||||||||
| (Income) loss attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net (income) loss attributable to common stockholders | ( | ||||||||||||||||||||||
| Net (income) loss | ( | ||||||||||||||||||||||
| Other comprehensive loss (income), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Other comprehensive loss (income) | ( | ||||||||||||||||||||||
| Comprehensive (income) loss | $ | ( | $ | ||||||||||||||||||||
| Comprehensive (income) loss attributable to: | |||||||||||||||||||||||
| Common stockholders | ( | ||||||||||||||||||||||
| Non-controlling interests | ( | ||||||||||||||||||||||
| $ | ( | $ | |||||||||||||||||||||
| Net (income) loss per share attributable to common stockholders | |||||||||||||||||||||||
| Basic | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | ||||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
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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 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock; public offering, net of issuance costs | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of warrants, public offering | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distribution to non-controlling shareholders of subsidiary, including taxes | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
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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) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Unrealized foreign exchange (gain) loss | ( | ||||||||||
| Interest expense | |||||||||||
| Share of loss of equity method investees | |||||||||||
| Gain on divestment of Alacrán project | ( | ||||||||||
| Provision for expected credit loss | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in other operating assets and liabilities: | |||||||||||
| Trade accounts receivable | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Deferred exploration liability | ( | ( | |||||||||
| Other operating assets and liabilities | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing activities | |||||||||||
| Proceeds from divestment of Alacrán project, net of transaction costs and cash disposed | |||||||||||
| Proceeds from sale of a subsidiary | |||||||||||
| Purchase of exploration properties | ( | ||||||||||
| Purchase of property, plant and equipment and intangible assets | ( | ( | |||||||||
| Purchase of investments subject to significant influence | ( | ||||||||||
| Purchase of other non-current assets | ( | ||||||||||
| Net cash provided by investing activities | |||||||||||
| Financing activities | |||||||||||
| Proceeds from exercise of warrants | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Distribution to non-controlling shareholders of subsidiary | ( | ||||||||||
| Debt issuance costs | ( | ||||||||||
| Net proceeds from public offering | |||||||||||
| Proceeds from related party loan | |||||||||||
| Non-controlling interests investment in subsidiary | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash, end of the period | |||||||||||
| Restricted cash, end of the period | |||||||||||
| Cash and cash equivalents, end of the period | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
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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 | $ | $ | |||||||||
| Other receivables (Note a) | |||||||||||
| Provision for expected credit loss (Note a) | ( | ( | |||||||||
| $ | $ | ||||||||||
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 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Investment | — | — | — | ||||||||||||||||||||||||||
| Change in fair value | — | — | — | ||||||||||||||||||||||||||
| Share of (loss) income | ( | ( | — | ( | |||||||||||||||||||||||||
| Foreign currency translation | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
7. Exploration properties:
| Santa Cruz | Tintic | Alacrán | Other | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Acquisition costs | |||||||||||||||||||||||||||||
| Divestment (Note 12) | ( | ( | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
8. Convertible debt:
| VRB Convertible Bond | |||||||||||||||||
| Balance at December 31, 2025 | $ | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Balance at March 31, 2026 | $ | ||||||||||||||||
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 | $ | $ | |||||||||
| Exploration expenses | |||||||||||
| $ | $ | ||||||||||
(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 | % | ||||
| Expected life of PSU's (in years) | |||||
| USA risk-free interest rate | % | ||||
| Canada risk-free interest rate | % | ||||
| Weighted average grant-date fair value (per unit) | $ | ||||
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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 | $ | $ | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
11. Exploration expense:
| Three months ended March 31: | ||||||||||||||||||||||||||
| Project | 2026 | 2025 | ||||||||||||||||||||||||
| Santa Cruz, USA | $ | $ | ||||||||||||||||||||||||
Alacrán, Colombia | ||||||||||||||||||||||||||
| Hog Heaven, USA | ||||||||||||||||||||||||||
| Gleeson, USA | ||||||||||||||||||||||||||
| Tintic, USA | ||||||||||||||||||||||||||
| Project generation and other | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
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 | $ | ||||
| Less: transaction costs | ( | ||||
| Net proceeds | |||||
| Net assets of disposed subsidiaries | ( | ||||
Reclassification of historical currency translation | ( | ||||
Gain on divestment of Alacrán | $ | ||||
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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 | $ | ||||
| Prepaid expenses and deposits | |||||
| Exploration properties | |||||
| Property, plant and equipment | |||||
| Liabilities | |||||
| Accounts payable and accrued liabilities | ( | ||||
| Due to related parties | ( | ||||
| Lease liability | ( | ||||
| Deferred income taxes | ( | ||||
| Net carrying amount | |||||
| Non-controlling interest | ( | ||||
| Net assets attributable to common shareholders | $ | ||||
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) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Ivanhoe Capital Aviation (Note b) | |||||||||||||||||||||||||||||||||||
| High Water Holding Company (Note b) | — | — | |||||||||||||||||||||||||||||||||
| I-Pulse (Note c) | |||||||||||||||||||||||||||||||||||
| JCHX Mining Management Co., Ltd (Note e) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Revenue and accounts receivable | |||||||||||||||||||||||||||||||||||
| Maaden Joint Venture (Note d) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Advances | |||||||||||||||||||||||||||||||||||
| Global Mining (Note a) | — | — | |||||||||||||||||||||||||||||||||
| Maaden Joint Venture (Note d) | — | — | |||||||||||||||||||||||||||||||||
| Deposit | |||||||||||||||||||||||||||||||||||
| I-Pulse (Note c) | $ | $ | $ | — | $ | — | |||||||||||||||||||||||||||||
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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 | $ | $ | |||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
(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.
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 | $ | ( | $ | ||||||||
| (Income) loss attributable to non-controlling interests | ( | ||||||||||
| Net (income) loss attributable to common stockholders | $ | ( | $ | ||||||||
| Basic weighted-average common shares outstanding | |||||||||||
| Add shares issuable upon exercise or vesting of equity awards | |||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||
| Net (income) loss per share attributable to common stockholders: | |||||||||||
| Basic | $ | ( | $ | ||||||||
| Diluted | $ | ( | $ | ||||||||
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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Other investments | |||||||||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss (income) from operations | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| As at and for the three months ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santa Cruz Project | Critical Metals | Data Processing | Energy Storage | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss (income) from operations | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2025 included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026 (the “2025 Form 10-K”).
Special Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about future events, our business, our financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Those statements include, but are not limited to, statements with respect to: estimated calculations of mineral reserves and resources at our properties including changes in those estimated calculations, anticipated results and timing of exploration activities, timing of studies for advancing or developing our properties, plans and objectives, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental risks, title disputes or claims, synergies of potential future acquisitions, the projected, forecast or anticipated economic parameters of our mineral projects (including capital cost, operating cost, net present value, internal rate of return and other parameters), and our anticipated uses of the net proceeds from offerings of our securities or other fundraising activities. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, the development of our mineral properties, our anticipated growth strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following: we will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all; our mineral projects are at the exploration or development stage and are subject to the significant risks and uncertainties associated with mineral exploration and development; our Santa Cruz Copper Project is subject to significant risks associated with mine construction and commissioning, including possible delays, cost overruns, and unanticipated technical problems in addition to the need to obtain all required permits and necessary funding; the Preliminary Feasibility Study (the "PFS") for our Santa Cruz Copper Project includes estimates and assumptions to project potential economic viability and actual economic outcomes may vary greatly from those set forth in the PFS; we have a limited operating history on which to base an evaluation of our business and prospects; we depend solely on our material project for our future operations; our mineral resource and reserve calculations and economic projections relating to our properties are only estimates; actual capital costs, operating costs, production and economic returns at any future mine may differ significantly from those we have anticipated; the title to some of the mineral properties may be uncertain or defective; our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals; we have had claims and legal proceedings against one of our subsidiary's subsidiaries; our business is subject to significant risk and hazards associated with future mining operations; we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties; we may fail to successfully manage joint ventures and are reliant on our joint venture partners to comply with their obligations; our business is extensively regulated by the United States and foreign governments as well as local governments; we and the VRB China Joint Venture may not receive the anticipated payments from Red Sun in connection with the VRB China Joint Venture transaction in full or in a timely manner; the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process; our non-U.S. operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations; we may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions; our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating and the potential for forest fires at many of our properties; our operations may be impacted by public health emergencies, pandemics, epidemics, or similar events,
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including impacts to the availability of our workforce, government orders that may require temporary suspension of operations, and the global economy; and we may be adversely affected by tariff and trade actions.
You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC. We also operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.
These factors should not be construed as exhaustive and should be read in conjunction with the risks described under the heading “Risk Factors” in our 2025 Form 10-K. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” in the 2025 Form 10-K. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
Business Overview
We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States. We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3%-owned subsidiary, Computational Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.
Through the advancement of our portfolio of critical metals exploration and development projects, headlined by the Santa Cruz Copper Project in Arizona, we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors. We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km2 of underexplored Arabian Shield in Saudi Arabia. Finally, 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.
Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana, the Bristol Project located in Nevada, and the Gleeson, Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona.
In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc. ("VRB Energy"), which itself owns 100% of VRB Energy USA Inc. ("VRB USA"), an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources. VRB Energy also has a 49% interest in VRB China which is a joint venture with China Energy Storage Industry Co., Ltd. (“Red Sun”) a subsidiary of privately held Shanxi Red Sun Co., Ltd. VRB China manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.
Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”.
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.
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Kaizen Discovery Inc. (100% owned)
On April 27, 2026, our subsidiary Kaizen Discovery Inc. (“Kaizen Discovery”) sold our indirect interest in the Pinaya Gold-Copper Project to Panam Copper Corp., a British Columbia company (“Panam Copper”), for $11 million in stated consideration, consisting of (i) $8 million in cash, of which $1.5 million was paid at the closing on April 27, 2026 and the remainder is payable as to $1.5 million after six months, $2.5 million after one year and $2.5 million after 18 months, (ii) $3 million in Panam Copper shares, with a deemed value per share using the 10-day VWAP immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 issuable 12 months thereafter; and (iii) the grant at closing of a one percent (1.0%) net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50% of the royalty for $1 million prior to the commencement of commercial production. Subject to certain conditions, Kaizen Discovery will have the right to nominate one director of Panam Copper.
Exploration Collaboration with Sociedad Química y Minera de Chile
On January 27, 2026, we entered into an exploration collaboration (the “Collaboration”) with Sociedad Química y Minera de Chile (“SQM”) to explore for copper in northern Chile. SQM is one of Chile’s largest and oldest mining companies and with one of the largest portfolios of mining concessions in the country. The Collaboration establishes the framework for us and SQM to explore certain of SQM’s mining concessions, comprising a total of 2,002 km2 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.
Segments
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
We have not generated any revenue from our mineral projects because they are in the exploration or development stage.
We generate some revenue from our technology businesses, CGI and VRB Energy, which is included in the data processing business segment and energy storage systems business segments, respectively.
CGI generates revenue from the sale of data processing services to the mining, energy (oil & gas and geothermal), and water industries. In prior years, CGI has also generated revenue from software licensing.
VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems. Prior to October 2024, all of VRB Energy’s revenue was generated by VRB China. In October 2024, VRB Energy reduced its ownership interest in VRB China to 49% and commenced equity accounting for this investment. During 2025, VRB Energy was focused on progressing its Arizona-based business, VRB USA.
Exploration Expenses
Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized. Commercial feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.
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
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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.
Exploration expenses also include payments under earn-in and option agreements where the option right is with respect to ownership interests in legal entities owning the underlying mineral project in the exploration project phase. Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project. In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination.
Included in exploration expenses are 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. These are categorized as “Project generation and other”.
General and Administrative Expenses
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.
On March 5, 2026, Cordoba sold its remaining 50% interest in the Alacrán Project for total cash proceeds of $128 million. Under the terms of the sale, the net cash proceeds remaining after settling all outstanding liabilities, and retaining $10 million for ongoing corporate purposes, would be distributed to Cordoba shareholders. On March 25, 2026, Ivanhoe Electric received a $58.4 million cash payment as part of Cordoba's distribution. As a result of these transactions, Ivanhoe Electric has recorded a $124.7 million gain on the sale of Alacrán.
Exploration expenses were $23.2 million for the three months ended March 31, 2026, an increase of $7.4 million from $15.8 million for the three months ended March 31, 2025. Exploration expenses consisted of the following:
| Three months ended March 31, | ||||||||||||||
| (In thousands) | 2026 | 2025 | ||||||||||||
| Exploration Expenses: | ||||||||||||||
| 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 | ||||||||||
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
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three months ended March 31, 2025 of $6.5 million were focused on the technical engineering studies required to support the preliminary feasibility study which was completed in June 2025;
•the Hog Heaven Project where $3.2 million of expenditure was incurred in the three months ended March 31, 2026 compared to $0.9 million incurred in the three months ended March 31, 2025. Activities during the three months ended March 31, 2026 were focused on drilling to target porphyry style mineralization near the historical Flathead Mine;
•the Gleeson Project in Arizona where $2.6 million of expenditure was incurred in the three months ended March 31, 2026. We commenced drilling in November 2025 and it is ongoing at the end of the quarter. Also, additional land purchases and leases have been executed; and
•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.
Stock-Based Compensation
On March 6, 2026, as part of our long term incentive plan the following equity incentives were granted to certain of our officers and employees:
•454,112 stock-settled restricted stock units ("RSU's") that 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 fair value of the grant was $6.0 million.
•Performance share units ("PSU's") that vest on December 31, 2028, with the number of units to vest determined by our share price performance against constituents from a Base Metals Index. 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. The total fair value of the grant was $7.1 million.
Liquidity, Capital Resources and Capital Requirements
Cash Resources
We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss until we are able to generate revenue from our mining projects and such revenue exceeds our expenses. We cannot assure you that any of our mining projects will advance to commercial production or be profitable once in commercial production.
We have funded our operations primarily through the sale of our equity securities.
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At March 31, 2026, we had cash and cash equivalents of $289.8 million and a working capital balance of $253.2 million. Of the total cash and cash equivalents at March 31, 2026, $19.9 million was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.
In December 2025, we closed a $200.0 million senior secured multi-draw Bridge Facility from a syndicate of three international financial institutions (the "Bridge Facility"). The Bridge Facility will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility is currently undrawn.
As at May 7, 2026, we believe that we have sufficient cash resources and availability under the Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business. We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.
On April 15, 2025, we received a Letter of Interest from the Export-Import Bank of the United States (“EXIM Bank”) outlining the potential to provide up to $825 million in debt financing with a 15-year repayment tenor for the development of the Santa Cruz Copper Project in Arizona through EXIM Bank’s Make More in America initiative.
EXIM Bank is the official export credit agency of the United States. It is a government agency that offers financial support to companies through means such as direct loans and loan guarantees, working capital guarantees, and export credit insurance. EXIM Bank’s Make More in America initiative and its China and Transformational Exports Program are designed to boost the United States’ competitiveness, strengthen supply chains, and reduce strategic vulnerabilities.
Following the receipt of the Letter of Interest from EXIM Bank, we are currently advancing through the formal application process. EXIM Bank will need to conduct all requisite due diligence necessary to determine if a final lending commitment would be made. Any final lending commitment will be dependent on meeting EXIM Bank’s underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions. All final lending commitments must be in compliance with EXIM Bank policies as well as program, legal and eligibility requirements. We are assessing EXIM Bank’s interest together with other financing alternatives available to us for the development of the Santa Cruz Copper Project. The construction of the Santa Cruz Copper Project will require additional capital beyond the amount that EXIM Bank may make available.
We may seek additional financing at any time through debt, equity, project specific debt, and/or other means, including asset sales. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. 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.
| Currency by Denomination (in USD Equivalents) | |||||||||||||||||||||||
| US dollars | Canadian Dollars | Other | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Jurisdiction of Entity: | |||||||||||||||||||||||
| USA | $ | 267,598 | $ | 1,750 | $ | — | $ | 269,348 | |||||||||||||||
| Canada | 14,751 | 3,155 | — | 17,906 | |||||||||||||||||||
| Other | 1,841 | 371 | 354 | 2,566 | |||||||||||||||||||
| Total | $ | 284,190 | $ | 5,276 | $ | 354 | $ | 289,820 | |||||||||||||||
Refer to Note 18 of our consolidated financial statements in our 2025 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.
Convertible Bond — VRB Energy
On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum. Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of
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(A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. If no equity financing or sale event occurs or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026. At March 31, 2026, the balance of principal and interest on the bond was $34.5 million and it is classified as a current liability on the balance sheet.
Bridge Facility - Mesa Cobre
On December 12, 2025, Mesa Cobre, closed a senior secured multi-draw Bridge Facility which will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility has a two-year maturity term, with a single repayment at maturity. It will bear interest at our election, either at (i) the forward-looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York plus a margin of 5.0%, increasing by 0.5% on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate as defined in the Bridge Facility agreements. At March 31, 2026, the Bridge Facility was undrawn.
In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights.
Cash Flows
The following table presents our sources and uses of cash for the periods indicated:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash (used in) provided by: | |||||||||||
| Operating activities | $ | (42,310) | $ | (25,471) | |||||||
| Investing activities | 115,163 | 9,694 | |||||||||
| Financing activities | 42,993 | 70,815 | |||||||||
| Effect of foreign exchange on cash | (299) | 249 | |||||||||
| Total change in cash | $ | 115,547 | $ | 55,287 | |||||||
Operating activities.
Net cash used in operating activities for all periods presented largely was spent on our exploration expenses and our general and administrative costs. 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.
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.
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Net cash received from investing activities for the three months ended March 31, 2025 of $9.7 million was a result of VRB receiving $9.7 million in February 2025 as consideration for the first tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024.
Financing activities.
During the three months ended March 31, 2026, we received $81.5 million as a result of approximately 11.6 million Warrants being exercised to purchase one share of our common stock at a price of $7.00 per share during January and February 2026. Also during the three months ended March 31, 2026, Cordoba distributed $40.1 million to its non-controlling shareholders.
During the three months ended March 31, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.6 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units. Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant. Also during the three months ended March 31, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX.
Contractual Obligations
As of 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.
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.
Related Party Transactions
See Note 13 of our consolidated financial statements for the three months ended March 31, 2026.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements.
Below are the accounting matters that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue, expense, gain or loss being reported. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting estimate is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements.
We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the estimates we calculate due to changes in circumstances, global economics and politics and general business conditions. A summary of our significant accounting policies are detailed in Note 2 to our consolidated financial statements included in our 2025 Form 10-K. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment in developing estimates.
Recoverable value of exploration mineral interests
We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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
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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.
Stock-based compensation
Compensation expense for PSU's granted to certain of our officers and employees is determined based on estimated fair values of the PSU's at the time of grant using a Monte Carlo valuation model, which requires the input of the following subjective assumptions:
| Grant date: March 6, 2026 | |||||
| Expected volatility | 69.0 | % | |||
| Expected life of PSU's (in years) | 2.8 years | ||||
| USA risk-free interest rate | 3.4 | % | |||
| Canada risk-free interest rate | 2.6 | % | |||
| Weighted average grant-date fair value (per unit) | $ | 17.56 | |||
The expected volatility is based on the historical volatility of our stock on the NYSE American over a term commensurate with the expected 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 interest rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date.
Income taxes
We make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits, including interest and penalties. We are subject to income tax laws in many jurisdictions, including the United States, Canada, Australia, the Ivory Coast and Chile.
We report income tax in accordance with U.S. GAAP, which requires the establishment of deferred tax accounts for all temporary differences between the financial reporting and tax bases of assets and liabilities, using currently enacted tax rates. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law.
Realization of deferred tax assets is contingent on the generation of future taxable income. As a result, we consider whether it is more likely than not that all or a portion of such assets will be realized during periods when they are available, and if not, we provide a valuation allowance for amounts not likely to be recognized. In determining our valuation allowance, we have not assumed future taxable income from sources other than the reversal of existing temporary differences. The extent to which a valuation allowance is warranted may vary as a result of changes in our estimates of future taxable income. In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.
We recognize the effect of uncertain income tax positions if those positions are more likely than not of being sustained. The amount recognized is subject to estimates and our judgment with respect to the likely outcome of each uncertain tax position. 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.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Risk
We have both fixed-rate and variable-rate debt.
Fixed-rate debt. Our fixed rate debt at March 31, 2026 consisted of a $34.5 million convertible bond that has a fixed interest rate of 8.0% per annum. The convertible bond is accounted for at amortized cost. Any changes in the market interest rates associated with this financial instruments would not impact our net loss, comprehensive loss or future cash flows.
Variable-rate debt. Our variable-rate debt at March 31, 2026 was $nil. However, we have an undrawn $200.0 million Bridge Facility at March 31, 2026, related to the Santa Cruz Copper Project, which if drawn will have an interest rate equal to the secured overnight financing rate plus 5.0%.
Foreign Currency Risk
Our functional currency is the U.S. dollar. The majority of our expenditure is incurred in U.S. dollars at our exploration projects located in the United States and are not subject to foreign currency risk. Outside of the United States, we are subject to foreign currency risk when we undertake transactions in foreign currencies, particularly certain operating expenditures incurred in Canada. As the exchange rates between the U.S. dollar and our foreign currencies fluctuate, we experience foreign exchange gains and losses.
The carrying amounts of our Canadian dollar denominated monetary assets and liabilities at March 31, 2026 are as follows:
March 31, 2026 | |||||
Canadian Dollar Balance (in 000’s USD Equivalent) | |||||
Cash | $ | 5,276 | |||
Other receivables | 434 | ||||
Accounts payable and accrued liabilities | (366) | ||||
Other liabilities | (224) | ||||
| $ | 5,120 | ||||
Three Months Ended March 31, 2026 | |||||
Opening exchange rate (1 U.S. dollar to Canadian dollars) | 1.3706 | ||||
Closing exchange rate (1 U.S. dollar to Canadian dollars) | 1.3939 | ||||
Appreciation/(devaluation) of Canadian dollar | (1.7) | % | |||
As at March 31, 2026, a 10% depreciation or appreciation of the Canadian dollar against the U.S. dollar would have resulted in an approximate $0.5 million increase or decrease in the Company’s net income for the three months ended March 31, 2026.
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Item 4. Controls and Procedures.
Management’s Evaluation of our Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As of March 31, 2026, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2026, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we and our subsidiaries may become subject to various legal proceedings that are incidental to the ordinary conduct of our business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, we make a provision for potential liabilities when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.
Our subsidiary Cordoba was the parent of two subsidiaries that are currently involved in two legal proceedings. The first is a criminal lawsuit filed by Cordoba’s subsidiary Minerales Cordoba S.A.S ("Minerales") in late 2018 and in January 2019 with the Colombian prosecutors against certain former legal representatives and management members of Minerales and Exploradora Cordoba S.A.S. ("Exploradora") alleging breach of director’s fiduciary duties, abuse of trust, theft and fraud. This proceeding is ongoing. In the second proceeding, Cordoba’s subsidiaries Minerales and Cobre Minerals S.A.S (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by the Alacrán Community. Minerales timely filed: (i) a response to the lawsuit and statement of defense; and (ii) an opposition to the injunction requested by plaintiffs. The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing.
As a result of Cordoba’s sale of Cordoba Minerales S.A.S and Exploradora Cordoba S.A.S, effective March 5, 2026, we no longer have any interest in the Cordoba entities involved in the legal proceedings or any involvement in the legal proceedings.
Item 1A. Risk Factors.
The Company and its business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties. Certain of these risks and uncertainties are disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K.
With the exception of the addition of the below, there have been no material changes to the risk factors set forth in our 2025 Form 10-K.
We may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions
We operate a joint venture in Saudi Arabia. Saudi Arabia has been impacted by the military action occurring in the region between the United States, Israel and Iran. Such military action, and the responses to it, may result in our having to halt, suspend or cease exploration activities in Saudi Arabia altogether owing to the potential risks to our personnel and assets. In addition, constraints on shipping routes such as through the Strait of Hormuz and the Bab el-Mandeb Strait may limit our ability to sea transport into Saudi Arabia the supplies and equipment necessary to continue mineral exploration activities. Such hostilities may also restrict or halt air travel to airports frequented by our personnel to access Saudi Arabia which could limit the ability of our personnel to access the mineral exploration areas in Saudi Arabia. As well, should an employee or contractor leave the joint venture, or should we seek to expand mineral exploration activities in Saudi Arabia, we may be unable to find the necessary qualified personnel who are willing to travel to Saudi Arabia during such military action.
These ongoing military actions (as well as rising geopolitical tensions more generally), may also adversely affect our financial condition and results of operations. Heightened geopolitical instability in the Middle East has contributed to uncertainty in global economic and financial conditions, and increased volatility in energy, fuel, and transportation markets, as well as contributing to volatility in labor, financial, and commodity markets. Disruptions to fuel and energy supply, including as a result of government-imposed restrictions, sanctions, export controls, or other regulatory actions, could materially increase our operating costs or require the temporary suspension or shutdown of certain mineral exploration activities where reliable access to fuel or power is essential to safe and continuous operations. Heightened geopolitical tensions may also increase costs associated with insurance, air travel and shipping, thereby increasing our costs and adversely affecting our financial condition and results of operations.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities for the Three Months Ended March 31, 2026
There were no unregistered sales of equity securities during the three months ended March 31, 2026.
Subsequent to the period end, the Company issued 300,000 shares of common stock to an accredited investor on April 16, 2026 as partial consideration for patented claims, fee simple land, and unpatented mining claims in southern Arizona in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
Item 5. Other Information.
During the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits.
Exhibit Number | Description | ||||
10.1* | Notice of Additional Exploration Term to Shareholder Agreement in Respect of Ma'aden Ivanhoe Electric Exploration and Development dated February 26, 2026 | ||||
10.2 | Waiver and Amending Agreement dated February 10, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2026). | ||||
10.3 | Amended Annual Compensation Letter - Robert Friedland (incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026). | ||||
31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 7, 2026 | By: | /s/ Taylor Melvin | ||||||
| Taylor Melvin | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: May 7, 2026 | By: | /s/ Jordan Neeser | ||||||
| Jordan Neeser | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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