Ivanhoe Electric Inc 10-Q for FY2026 Q3
Ivanhoe Electric Inc. (IE)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Ivanhoe Electric Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Ivanhoe Electric's Santa Cruz Copper Project study projects 1.4 million tonnes over 24 years, with $1.5 billion after-tax NPV at an 8% discount rate, 19% IRR and $1.4 billion initial capital; US EXIM offered preliminary support for potential debt financing of up to $1.1 billion. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $708K
- up 29.9% from $545K a year earlier
- Net loss
- $30.81M
- compared with a net loss of $17.52M a year earlier
- Diluted EPS
- $0.19
- up 46.2% from $0.13 a year earlier
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 September 30, 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 November 5, 2026, the registrant had 159,626,671 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
IVANHOE ELECTRIC INC. Form 10-Q
For the Quarter Ended September 30, 2026
| Page | ||||||||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of U.S. dollars)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts and other receivables, net of provision for expected credit loss | |||||||||||
| 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 18) | |||||||||||
| Equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Equity attributable to common stockholders | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
3
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Loss (Income) and Comprehensive Loss (Income) (Unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Exploration and evaluation expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling and marketing expenses | |||||||||||||||||||||||
| Gain on divestment of Alacrán project | ( | ||||||||||||||||||||||
| Gain on divestment of Pinaya project | ( | ||||||||||||||||||||||
| Reversal of provision for expected credit loss | ( | ||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||
| Loss (income) from operations | ( | ||||||||||||||||||||||
| Other expenses (income): | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Foreign exchange loss (gain) | ( | ||||||||||||||||||||||
| Share of loss (income) of equity method investees | ( | ||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Loss (income) before income taxes | ( | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net loss (income) | ( | ||||||||||||||||||||||
| Loss (income) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net loss attributable to common stockholders | |||||||||||||||||||||||
| Net loss (income) | ( | ||||||||||||||||||||||
| Other comprehensive (income) loss, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Other comprehensive (income) loss | ( | ( | |||||||||||||||||||||
| Comprehensive loss (income) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Comprehensive loss (income) attributable to: | |||||||||||||||||||||||
| Common stockholders | |||||||||||||||||||||||
| Non-controlling interests | ( | ||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
| Net loss per share attributable to common stockholders | |||||||||||||||||||||||
| Basic and diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
4
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
| Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive (loss) income | Non-controlling interests | Total | |||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Settlement of deferred share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock, exploration property acquisition | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distribution to non-controlling shareholders of subsidiary, including taxes | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Settlement of deferred share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock, exploration property acquisition | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
| Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive (loss) income | Non-controlling interests | Total | |||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| 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 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Settlement of deferred share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Non-controlling interests investment in subsidiary | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Settlement of deferred share units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other changes in non-controlling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
5
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of U.S. dollars)
Nine Months Ended September 30, 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 | ( | ||||||||||
| Gain on divestment of Pinaya project | ( | ||||||||||
| Reversal of provision for expected credit loss | ( | ||||||||||
| Impairment | |||||||||||
| Other | ( | ||||||||||
| Changes in other operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| 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 | |||||||||||
| Proceeds from divestment of Pinaya project | |||||||||||
| Deposits paid for property, plant and equipment | ( | ||||||||||
| Purchase of exploration properties | ( | ( | |||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Investment in significant influence investee | ( | ||||||||||
| Purchase of other non-current assets | ( | ||||||||||
| Net cash provided by investing activities | |||||||||||
| Financing activities | |||||||||||
| Proceeds from exercise of warrants | |||||||||||
| Distribution to non-controlling shareholders of subsidiary | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Net proceeds from public offering | |||||||||||
| Proceeds from related party loan | |||||||||||
| Repayment of related party loan | ( | ||||||||||
| Debt issuance costs | ( | ||||||||||
| Non-controlling interests investment in subsidiary | |||||||||||
| Other | |||||||||||
| 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 | $ | $ | |||||||||
| Supplemental disclosure of non-cash financing activities | |||||||||||
| Issuance of common stock | $ | $ | |||||||||
6
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
1. Background and basis of preparation:
Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States based minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. The Company’s mineral exploration efforts focus on copper as well as other metals including nickel, cobalt, platinum group elements, gold and silver. The Company’s projects include the Santa Cruz Copper Project in Arizona.
In addition to mineral projects in the United States, the Company also holds direct and indirect ownership interests, and in some cases controlling financial interests, in other non-U.S. mineral projects, and in proprietary mineral exploration and minerals-based technologies.
The Company holds a 50 % interest in a joint venture with Saudi Arabian Mining Company (“Maaden”) to explore prospective land in Saudi Arabia.
The Company conducts the following business activities through certain subsidiaries:
•VRB Energy Inc. (“VRB”) is establishing a United States-based grid scale vanadium redox flow battery manufacturing business. Ivanhoe Electric had an ownership interest in VRB of 90.0 % as at September 30, 2026 (December 31, 2025 — 90.0 %). VRB also holds a 49 % interest in VRB Energy System (Beijing) Co., Ltd. (“VRB China”) which operates in the same industry in China.
•Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, energy (oil & gas and geothermal) and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3 % as at September 30, 2026 (December 31, 2025 — 94.3 %).
•Cordoba Minerals Corp. (“Cordoba”) sold the Alacrán copper-gold project in northern Colombia in March 2026 (Note 13). Ivanhoe Electric had an ownership interest in Cordoba of 59.3 % as at September 30, 2026 (December 31, 2025 — 60.8 %).
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with the Company's consolidated financial statements and notes contained on its Form 10-K for the year ended December 31, 2025. The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported. Operating results for the nine-month period ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and satisfaction of liabilities in the normal course of business.
References to “$” refer to United States dollars.
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 have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2025.
Recently adopted accounting pronouncements:
The Company adopted ASU 2024-04 on January 1, 2026, which clarifies the accounting for certain induced conversions of convertible debt instruments. The adoption of ASU 2024-04 did not have a material impact.
7
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Recent accounting pronouncements not yet adopted:
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The Company is required to adopt ASU 2024-03 on January 1, 2027, and is currently evaluating the expected impact on the consolidated financial statements.
3. Use of estimates:
The preparation of the unaudited condensed interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2025.
4. Cash and cash equivalents:
Of the total cash and cash equivalents at September 30, 2026 and December 31, 2025, $22.4 million and $9.1 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.
5. Accounts and other receivables:
| September 30, 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. 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.
8
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 | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
7. Exploration properties:
| Santa Cruz | Tintic | Gleeson | Other | Alacrán | Total | ||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Acquisition costs | |||||||||||||||||||||||||||||||||||
| Divestment (Note 13) | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
8. Other non-current assets:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Deposits (Note a) | $ | $ | |||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
In May 2026, the Company entered into an agreement to acquire a tunnel boring machine ("TBM") and material handling system for mine access development at the Santa Cruz Copper Project. The total purchase price is $64.7 million, payable in installments over a two-year period upon the achievement of specified contractual milestones. As of September 30, 2026, the Company had made deposit payments totaling $19.0 million.
9
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
| VRB Convertible Bond | |||||||||||||||||
| Balance at December 31, 2025 | $ | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Balance at September 30, 2026 | $ | ||||||||||||||||
On July 8, 2021, VRB issued a convertible bond for gross proceeds of $24.0 million. The bond had a five-year term and interest accrues at a rate of 8 % per annum.
On July 1, 2026, VRB entered into an agreement to extend the maturity date of the convertible bond to December 31, 2026. All other terms and conditions of the convertible bond are unchanged.
Prior to the maturity date, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of:
•the transaction price of the equity financing or sale event; and
•the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.
If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.
The Company has accounted for the convertible bond, including its embedded features, as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated.
10. Equity:
(a) Common stock transactions:
As at December 31, 2025, the Company had 11.6 million warrants outstanding, exercisable to purchase one share of Ivanhoe Electric stock at $7.00 per share. In January and February 2026, all of the warrants were exercised for proceeds of $81.5 million.
(b) Stock-based compensation:
Stock-based payment compensation was allocated to operations as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| General and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
| Exploration and evaluation 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
10
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
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) | $ | ||||
11. Revenue:
The Company recognized revenue from the following sources:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Revenue type | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Data processing services | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
12. Exploration and evaluation expenses:
| Three months ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Project | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Santa Cruz, USA | $ | $ | $ | $ | ||||||||||||||||||||||
| Gleeson, USA | ||||||||||||||||||||||||||
| Hog Heaven, USA | ||||||||||||||||||||||||||
Alacrán, Colombia | ||||||||||||||||||||||||||
| Ivory Coast Project, Ivory Coast | ||||||||||||||||||||||||||
| Chile Exploration Collaboration, Chile | ||||||||||||||||||||||||||
| Tintic, USA | ||||||||||||||||||||||||||
| Project generation and other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
13. Divestment of the Alacrán project:
On May 8, 2025, Cordoba entered into a framework agreement to sell its remaining 50 % interest in the Alacrán Project to JCHX Mining Management Co., Ltd ("JCHX"), through the divestment of Cordoba's wholly owned Colombian subsidiaries, Minerales Cordoba S.A.S. and Exploradora Cordoba S.A.S.
On February 10, 2026, Cordoba and JCHX agreed to amend various terms of the agreement. The purchase price was increased to $128.0 million in cash and paid in a lump sum on closing of the transaction. In addition, certain conditions to closing were waived including the approval of the Environmental Impact Assessment for the Alacrán project. The transaction closed on March 5, 2026.
11
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Net proceeds from the divestment, after settling outstanding liabilities and amounts held for future corporate activities, were distributed to shareholders of Cordoba. On March 25, 2026, Cordoba distributed $40.1 million in cash to non-controlling shareholders of Cordoba.
On the closing date, the carrying value of net assets and non-controlling interest associated with the divested subsidiaries were derecognized, and the cumulative currency translation adjustments previously recognized in other comprehensive income was recognized as profit or loss.
The net gain on the Alacrán divestment was calculated as follows:
| Gross proceeds received on closing | $ | ||||
| Less: transaction costs | ( | ||||
| Net proceeds | |||||
| Net assets of disposed subsidiaries | ( | ||||
Reclassification of historical currency translation | ( | ||||
Gain on divestment of Alacrán | $ | ||||
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 | $ | ||||
14. Divestment of the Pinaya project:
On April 27, 2026, the Company sold its interest in the Pinaya Gold-Copper Project to Panam Copper Corp., (“Panam Copper”), for $11.0 million in consideration, consisting of:
(i) $8.0 million in cash, of which $1.5 million was paid on closing, and the remainder is payable in installments of $1.5 million after six months, $2.5 million after one year and $2.5 million after eighteen months;
(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.
12
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
15. Related party transactions:
Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
The following table summarizes transactions between the Company and significant related parties.
| Balance outstanding as at | Transactions for the three months ended September 30, | Transactions for the nine months ended September 30, | |||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | 2026 | 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) | $ | $ | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
| Transactions for the three months ended September 30, | Transactions for the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Expense classification | |||||||||||||||||||||||
| Exploration and evaluation 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. The remaining payments will be made as each Typhoon™ transmitter system is delivered. As at September 30, 2026, the Company has received four of the
13
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Typhoon™ transmitters that are deliverable under the agreement. I-Pulse also provides the Company with technical support and maintenance for its Typhoon™ transmitters.
(d)The Company's majority owned subsidiary, CGI, provides geophysical data processing services to the Maaden Joint Venture.
As at September 30, 2026, the Maaden Joint Venture owes the Company $0.7 million for costs that the Company incurred on behalf of the Maaden Joint Venture related to exploration work in Saudi Arabia.
(e)JCHX held 18.2 % of Cordoba’s issued and outstanding common stock as at September 30, 2026 (December 31, 2025 - 19.2 %). In February 2026, JCHX provided bridge loans to CMH Colombia S.A.S (“CMH”), a subsidiary of Cordoba, totaling $2.5 million. The loan was derecognized upon the Alacrán divestment (Note 13).
16. Fair value measurement:
The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the consolidated balance sheets:
| September 30, 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
17. Segment reporting:
The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that it has four reportable segments. The Company’s reportable segments are the Santa Cruz Copper Project, critical metals, data processing and energy storage.
The Santa Cruz Copper Project and critical metals segments are focused on mineral exploration and developing mines from mineral deposits principally located in the United States. The Santa Cruz Copper Project is at a more advanced stage relative to most of the Company’s other mineral exploration projects and its discrete financial information and operating results are regularly reviewed by the CODM in order to make decisions about resource allocation and assess performance.
The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries. The energy storage segment develops, manufactures and installs vanadium flow batteries for grid-scale energy storage.
14
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Segment information for the periods presented is as follows:
| As at and for the three months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Santa Cruz Copper Project | Critical Metals | Data Processing | Energy Storage | Total | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Exploration and evaluation expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
Other segment items1 | |||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||
| Loss (income) from operations | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||
| Expenditures for segment assets | |||||||||||||||||||||||||||||
| Investments subject to significant influence | |||||||||||||||||||||||||||||
| As at and for the nine months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Santa Cruz Copper Project | Critical Metals | Data Processing | Energy Storage | Total | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Exploration and evaluation expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
Other segment items1 | ( | ( | ( | ||||||||||||||||||||||||||
| Total segment operating expenses | ( | ( | ( | ||||||||||||||||||||||||||
| Loss (income) from operations | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||
| Expenditures for segment assets | |||||||||||||||||||||||||||||
| Investments subject to significant influence | |||||||||||||||||||||||||||||
1The composition of ‘Other segment items’ varies by segment. For the nine months ended September 30, 2026 it consists primarily of gains from the divestment of the Alacrán and Pinaya projects in critical metals, cost of sales in data processing and provision for expected credit loss in energy storage. For the three months ended September 30, 2026 it consists primarily of cost of sales in data processing.
15
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
| As at and for the three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santa Cruz Copper Project | Critical Metals | Data Processing | Energy Storage | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exploration and evaluation expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other segment items1 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss (income) from operations | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenditures for segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments subject to significant influence | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| As at and for the nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santa Cruz Copper Project | Critical Metals | Data Processing | Energy Storage | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exploration and evaluation expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other segment items1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss (income) from operations | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenditures for segment assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments subject to significant influence | |||||||||||||||||||||||||||||||||||||||||||||||||||||
18. Commitments and contingencies:
In October 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 15).
16
IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
In May 2026, the Company entered into a contractual agreement to acquire a TBM for mine access development at the Santa Cruz Copper Project (Note 8).
In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise. Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations.
17
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 "2026 Study") 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 2026 Study; 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, including impacts to the availability of our workforce, government orders that may require
18
temporary suspension of operations, and the global economy; we may be adversely affected by tariff and trade actions; and delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project.
You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC. 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, as updated from time to time by subsequent filings. 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 United States-based, technology-driven 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. In 2024, we established an exploration alliance with BHP Mineral Resources Inc. (“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States. Finally, in 2026, we established a Typhoon™ driven exploration collaboration with Sociedad Química y Minera de Chile (“SQM”), to explore for copper in northern Chile.
Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana, the Bristol Project located in Nevada, and the Gleeson, Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona.
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
Santa Cruz Copper Project (100% owned)
2026 Preliminary Feasibility Study
On September 23, 2026, we announced the completion of the 2026 Preliminary Feasibility Study (the "2026 Study") for our 100%-owned Santa Cruz Copper Project in Arizona.
Situated entirely on private land in Arizona, the Santa Cruz Copper Project is poised to become a major domestic producer of 99.99% pure refined copper cathode. The highly engineered 2026 Study incorporates The Robbins Company’s
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Crossover Tunnel Boring Machine (“TBM”), manufactured in Solon, Ohio, for mine access. The 2026 Study confirms the strong economics of a modern, high-grade underground copper mining operation and heap leach processing facility supported by advanced technologies.
The 2026 Study also reflects the continued advancement of detailed design and engineering, and updated cost estimates based on current market conditions.
The findings of the 2026 Study include that the Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 24-year mine life. With a base case copper price of $4.75/lb, the Santa Cruz Copper Project has an after-tax Net Present Value of $1.5 billion at an 8% discount rate and an Internal Rate of Return of 19%. The initial project capital is estimated at $1.4 billion.
Project Financing
On August 24, 2026, we announced that Ivanhoe Electric received a Preliminary Project Letter (“PPL”) from the Export-Import Bank of the United States (“US EXIM”) for potential debt financing of up to $1.1 billion to support development of our Santa Cruz Copper Project. The PPL is an increase from US EXIM’s original $825 million of potential funding support stated in its April 2025 Letter of Interest. The PPL marks the completion of US EXIM’s preliminary due diligence on the Santa Cruz Copper Project and is a key step in US EXIM’s financing process.
The PPL does not constitute a financing commitment, and any financing remains subject to completion of EXIM Bank’s review and approval process. The Company is anticipating final US EXIM Board consideration during the spring of 2027.
Maaden Joint Venture (50% owned)
On July 7, 2026, we entered into an Amended and Restated Shareholders Agreement (“A&R Shareholders Agreement”) with Maaden, governing the Joint Venture. The A&R Shareholders Agreement amends and restates the Shareholders Agreement dated July 6, 2023, as amended (collectively, the “Prior Agreement”).
The A&R Shareholders Agreement includes certain new provisions not contained in the Prior Agreement including, but not limited to:
•The Joint Venture and its subsidiaries may now acquire exploration licenses and mining licenses directly in the name of the Joint Venture (“Joint Venture Land”) rather than only accessing such licenses held by Maaden;
•If the Joint Venture chooses not to pursue Joint Venture Land, any shareholder may pursue such rights individually with no risk or benefit to the Joint Venture;
•Certain loans made by a shareholder to the Joint Venture to cover any shortfall in funding by the other shareholder shall now be repaid in priority to other shareholder loans;
•The approval of the Joint Venture board of directors is now only required to hire or terminate certain senior executives;
•The technical committee of the Joint Venture is now given more authority to reallocate funds within a board approved budget and approve non-material amendments to a previously approved exploration program, without needing board approval in each instance;
•The exploration term of the Joint Venture will now run for ten (10) years from the effective date, ending now on July 6, 2033; and
•General clean up matters relating to prior amendments.
The Prior Agreement, as amended and restated by the A&R Shareholders Agreement, established a limited liability company under Saudi law and sets out the terms governing the relationship of the parties with respect to the Joint Venture. It provides for the Company and Maaden to participate in the 50/50 Joint Venture which had an initial term of five years but extendable to ten (10) years, now expiring on July 6, 2033.
Management Updates
On August 1, 2026, Alex Neufeld was promoted to Senior Vice President of Exploration, replacing in that role Graham Boyd who resigned effective August 1, 2026.
On September 1, 2026, Michelle Lammers joined the Company as Chief Operating Officer.
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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
Revenue, Cost of Sales and Gross Profit
We have not generated any revenue from our mineral projects because they are in the exploration or development stage.
We generate some revenue from our technology 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. Since 2025, VRB Energy has been focused on progressing its Arizona-based business, VRB USA, which has not yet generated any revenue.
Exploration and Evaluation 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 and evaluation expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a mineral resource and then evaluating the technical feasibility and commercial viability of extracting the mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain. Exploration and evaluation expenses also include salaries, benefits and non-cash stock-based compensation expenses of the employees performing these activities.
Exploration and evaluation 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 and evaluation expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination.
Included in exploration and evaluation 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 expense, professional and consultant fees, insurance and other general administration costs.
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Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
For the three months ended September 30, 2026, we recorded a net loss attributable to common stockholders of $30.8 million ($0.19 per share), compared to $17.5 million ($0.13 per share) for the three months ended September 30, 2025, which was an increase of $13.3 million. Significant contributors to this change for the three months ended September 30, 2026 included an increase of $6.2 million in exploration and evaluation expenditures and an increase of $9.7 million in share of loss of equity method investees. These increases were offset by a decrease of $1.0 million in general and administrative expenses and a $4.0 million gain on revaluation of an investment subject to significant influence that is carried at fair value.
Exploration and evaluation expenses were $20.9 million for the three months ended September 30, 2026, an increase of $6.2 million from $14.7 million for the three months ended September 30, 2025. Exploration and evaluation expenses consisted of the following:
| Three months ended September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Exploration and Evaluation Expenses: | |||||||||||
| Santa Cruz, USA | $ | 11,038 | $ | 4,439 | |||||||
| Gleeson, USA | 4,685 | 219 | |||||||||
| Hog Heaven, USA | 267 | 441 | |||||||||
Alacrán, Colombia | — | 5,564 | |||||||||
| Ivory Coast Project, Ivory Coast | 587 | 469 | |||||||||
| Chile Exploration Collaboration, Chile | 905 | — | |||||||||
| Tintic, USA | 333 | 634 | |||||||||
| Project generation and other | 3,050 | 2,922 | |||||||||
| Total | $ | 20,865 | $ | 14,688 | |||||||
•During the three months ended September 30, 2026, exploration and evaluation expenditures largely focused on activities at the Santa Cruz Copper Project where $11.0 million of expenditure was incurred in the three months ended September 30, 2026, compared to $4.4 million incurred in the three months ended September 30, 2025. Activities during the three months ended September 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the Preliminary Feasibility Study for our Santa Cruz Project that was released on June 23, 2025 (the "2025 PFS") to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design in the new 2026 Study. The 2026 Study was released on September 23, 2026. The exploration and evaluation expenditures incurred in the three months ended September 30, 2025 were focused on conducting optimization studies and detailed engineering;
•The Gleeson Project in Arizona where $4.7 million of expenditure was incurred in the three months ended September 30, 2026 compared to $0.2 million incurred in the three months ended September 30, 2025. We commenced drilling in November 2025. Activities during the three months ended September 30, 2026, were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets. Also, additional land purchases and leases have been executed; and
•Project generation and other includes exploration and evaluation expenses for early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation.
General and administrative expenses were $8.1 million for the three months ended September 30, 2026, a decrease of $1.0 million from $9.1 million for the three months ended September 30, 2025. The main contributor to the decrease was a $0.5 million decrease in general and administrative expenses incurred at Cordoba which were $0.6 million for the three months ended September 30, 2026 compared to $1.1 million for the three months ended September 30, 2025. This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacrán Project on March 5, 2026. In addition, stock-based compensation expense decreased $0.5 million, from $2.5 million for the three months ended September 30, 2025 to $2.0 million for the three months ended September 30, 2026. The decrease was primarily attributable to the change in the mix of long-term incentive compensation following the transition from stock options to performance share units ("PSU's") in 2025, which have different vesting schedules.
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Share of loss of equity method investees was $5.4 million for the three months ended September 30, 2026, a change of $9.7 million from a $4.4 million share of income of equity method investees for the three months ended September 30, 2025. The share of loss of equity method investees of $5.4 million for the three months ended September 30, 2026 consisted of a $3.9 million share of the loss from the Maaden Joint Venture and a $1.5 million share of loss from the VRB China Joint Venture.
CGI’s software licensing and data processing services to the mining and energy industries represented 100% of our revenue for the three months ended September 30, 2026 ($0.7 million) and 100% for the three months ended September 30, 2025 ($0.5 million). VRB did not generate revenue during these periods. CGI’s revenue for the three months ended September 30, 2026 was $0.7 million, an increase of $0.2 million from $0.5 million for the three months ended September 30, 2025. The increase in CGI’s revenue was a result of more data processing services being performed.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
For the nine months ended September 30, 2026 we recorded a net loss attributable to common stockholders of $13.7 million ($0.09 per share), compared to a net loss of $71.9 million ($0.55 per share) for the nine months ended September 30, 2025, which was a change of $58.2 million. The most significant contributor to this change for the nine months ended September 30, 2026 was the gain of $124.7 million being realized on Cordoba's sale of the Alacrán Copper Project in Colombia in March 2026. Also contributing to the change for nine months ended September 30, 2026, was an $8.0 million gain recorded on the divestment of the Pinaya Project, a $5.0 million credit loss provision reversal related to the 2024 sale of VRB China and a decrease of $4.2 million in general and administrative expenses. Offsetting these was an increase of $20.9 million in exploration and evaluation expenditures.
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 and evaluation expenses were $65.5 million for the nine months ended September 30, 2026, an increase of $20.9 million from $44.6 million for the nine months ended September 30, 2025. Exploration and evaluation expenses consisted of the following:
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Exploration and Evaluation Expenses: | |||||||||||
| Santa Cruz, USA | $ | 31,075 | $ | 16,368 | |||||||
| Gleeson, USA | 11,300 | 495 | |||||||||
| Hog Heaven, USA | 4,631 | 1,709 | |||||||||
Alacrán, Colombia | 3,334 | 13,255 | |||||||||
| Ivory Coast Project, Ivory Coast | 1,680 | 1,125 | |||||||||
| Chile Exploration Collaboration, Chile | 1,569 | — | |||||||||
| Tintic, USA | 760 | 1,819 | |||||||||
| Project generation and other | 11,130 | 9,780 | |||||||||
| Total | $ | 65,479 | $ | 44,551 | |||||||
During the nine months ended September 30, 2026, exploration and evaluation expenditures largely focused on activities at:
•The Santa Cruz Copper Project where $31.1 million of expenditure was incurred in the nine months ended September 30, 2026 compared to $16.4 million incurred in the nine months ended September 30, 2025. Activities during the nine months ended September 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the 2025 PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design in the new 2026 Study. The updated 2026 Study was released on September 23, 2026. The exploration and evaluation expenditures incurred in the nine months ended September 30, 2025 were focused on the technical
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engineering studies required to support the 2025 PFS and conducting optimization studies and detailed engineering;
•The Gleeson Project in Arizona where $11.3 million of expenditure was incurred in the nine months ended September 30, 2026 compared to $0.5 million incurred in the nine months ended September 30, 2025. We commenced drilling in November 2025. Activities during the nine months ended September 30, 2026 were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets. Also, additional land purchases and leases have been executed;
•The Hog Heaven Project where $4.6 million of expenditure was incurred in the nine months ended September 30, 2026 compared to $1.7 million incurred in the nine months ended September 30, 2025. Activities during the nine months ended September 30, 2026 were focused on testing high-sulfidation epithermal mineralization following up on previous exploration success from 2025. Drilling was completed on April 23, 2026;
•The Alacrán Project where $3.3 million of expenditure was incurred by Cordoba in 2026 prior to its sale on March 5, 2026. These pre-sale activities in 2026 were focused on detailed engineering design of the Alacrán mine and consultation associated with the Environmental Impact Assessment process; and
•Project generation and other includes exploration and evaluation expenses for early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation.
General and administrative expenses were $26.3 million for the nine months ended September 30, 2026, a decrease of $4.2 million from $30.4 million for the nine months ended September 30, 2025. The main contributor to the decrease was a $2.5 million decrease in general and administrative expenses incurred at Cordoba which were $1.8 million for the nine months ended September 30, 2026 compared to $4.4 million for the nine months ended September 30, 2025. This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacrán Project on March 5, 2026. Also, contributing to the decrease was a $0.8 million decrease in directors and officers' insurance expenses from $2.3 million for the nine months ended September 30, 2025 compared to $1.4 million for nine months ended September 30, 2026 due to a decrease in premiums. In addition, stock-based compensation expense decreased by $1.2 million, from $7.7 million for the nine months ended September 30, 2025 to $6.5 million for the nine months ended September 30, 2026. The decrease was primarily attributable to the change in the mix of long-term incentive compensation following the transition from stock options to PSU’s in 2025, which have different vesting schedules.
During the nine months ended September 30, 2026 we recorded an $8.0 million gain on the divestment of the Pinaya Gold-Copper Project as a result of the April 27, 2026 sale of the project to Panam Copper. At the time of the transaction the net assets of the disposal group were $nil. We recognized a gain on the divestment of $8.0 million based on the fair value of consideration received.
CGI’s software licensing and data processing services to the mining and energy industries represented 100% of our revenue for the nine months ended September 30, 2026 ($2.3 million) and 100% for the nine months ended September 30, 2025 ($2.3 million). VRB did not generate revenue during these periods. CGI’s revenue for the nine months ended September 30, 2026 was $2.3 million, which was consistent with the $2.3 million recognized for the nine months ended September 30, 2025.
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.
•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.
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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 and divestitures of non-core assets.
At September 30, 2026, we had cash and cash equivalents of $214.8 million and a working capital balance of $173.8 million. Of the total cash and cash equivalents at September 30, 2026, $22.4 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 November 5, 2026, we believe that we have sufficient liquidity 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 August 24, 2026, we announced that Ivanhoe Electric received a PPL from US EXIM for potential debt financing of up to $1.1 billion to support development of our Santa Cruz Copper Project. The PPL is an increase from US EXIM’s original $825 million of potential funding support stated in its April 2025 Letter of Interest. The PPL marks the completion of US EXIM’s preliminary due diligence on the Santa Cruz Copper Project and is a key step in US EXIM’s financing process.
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.
The PPL does not constitute a financing commitment, and any financing remains subject to completion of EXIM Bank’s review and approval process. The Company is anticipating final US EXIM Board consideration during the spring of 2027.
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.
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Consolidated Cash Balances as of September 30, 2026
The table below discloses the amounts of cash disaggregated by currency denomination as of September 30, 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 | $ | 186,906 | $ | 1,335 | $ | — | $ | 188,241 | |||||||||||||||
| Canada | 17,451 | 1,664 | — | 19,115 | |||||||||||||||||||
| Cayman Islands | 5,791 | 304 | — | 6,095 | |||||||||||||||||||
| Other | 1,323 | — | 70 | 1,393 | |||||||||||||||||||
| Total | $ | 211,471 | $ | 3,303 | $ | 70 | $ | 214,844 | |||||||||||||||
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. As amended in July 2026, the bond has a five-and-a-half-year term and interest accrues at a rate of 8% per annum. Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. 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 December 2026.
On July 1, 2026, VRB Energy and the bond holder entered into an agreement whereby the parties mutually agreed to extend the maturity date of the convertible bond to December 31, 2026. All other terms and conditions remained the same.
At September 30, 2026, the balance of principal and interest on the bond was $35.9 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 September 30, 2026, the Bridge Facility was undrawn.
In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights.
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Cash Flows
The following table presents our sources and uses of cash for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash (used in) provided by: | |||||||||||
| Operating activities | $ | (90,512) | $ | (63,497) | |||||||
| Investing activities | 84,583 | 7,799 | |||||||||
| Financing activities | 46,419 | 83,041 | |||||||||
| Effect of foreign exchange on cash | (618) | 804 | |||||||||
| Total change in cash | $ | 39,872 | $ | 28,147 | |||||||
Operating activities.
Net cash used in operating activities for all periods presented largely was spent on our exploration and evaluation 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 nine months ended September 30, 2026 of $90.5 million primarily was the result of $64.1 million of cash exploration and evaluation expenditures, $19.7 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 nine months ended September 30, 2025 of $63.5 million primarily was the result of $43.2 million of cash exploration and evaluation expenditures and $22.7 million of cash general and administrative costs.
Investing activities.
Net cash received from investing activities for the nine months ended September 30, 2026 of $84.6 million was predominately due to $124.8 million received by Cordoba from the sale of its Alacrán Project. In addition, we received $5.0 million in proceeds from the 2024 sale of VRB China and $1.5 million in initial consideration from the sale of the Pinaya Gold-Copper Project. Offsetting these cash receipts were cash expenditures of $27.9 million on deposits made by the Santa Cruz Copper Project related to infrastructure and equipment, $12.5 million invested into the Maaden Joint Venture, $3.6 million of exploration property purchases at Gleeson and Tintic, $1.4 million of property, plant and equipment purchases and other asset purchases totaling $1.3 million.
Net cash received from investing activities for the nine months ended September 30, 2025 of $7.8 million was mainly attributable to $9.7 million of proceeds received from the sale of a subsidiary, which is a result of VRB receiving in February 2025 the first tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024. This receipt was offset by $1.2 million related to the purchases of property, plant and equipment and $0.7 million of payments for mineral interests.
Financing activities.
The net cash provided by financing activities during the nine months ended September 30, 2026 of $46.4 million included proceeds of $81.5 million received from the January and February 2026 exercise of approximately 11.6 million Warrants to purchase one share of our common stock at a price of $7.00 per share. In addition, we received $6.1 million from the exercise of stock options during the nine months ended September 30, 2026. Also, during the nine months ended September 30, 2026, Cordoba distributed $40.1 million to its non-controlling shareholders.
The net cash provided by financing activities during the nine months ended September 30, 2025 of $83.0 million was primarily a result of the public offering we completed in February 2025 where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.8 million. Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant.
Also during the nine months ended September 30, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX which was in addition to $5.0 million which was previously received in December 2024. On June 25, 2025, JCHX paid Cordoba $20.0 million which was the third installment under the strategic arrangement signed in 2023 whereby
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JCHX acquired its 50% ownership of the Alacrán Project. On June 26, 2025, Cordoba repaid the $10.5 million bridge loan using the proceeds from the third installment.
Contractual Obligations
The following information updates our significant contractual obligations disclosed in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K.
As of September 30, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2025, other than the May 2026 agreement to acquire the TBM for $64.7 million, payable in installments over a two-year period upon the achievement of specified contractual milestones. As of September 30, 2026, the Company had made an initial deposit of $19.0 million.
Off Balance Sheet Arrangements
As of September 30, 2026, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.
Related Party Transactions
See Note 15 of our consolidated financial statements for the three and nine months ended September 30, 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 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:
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| 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 September 30, 2026.
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 September 30, 2026 consisted of a $35.9 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 September 30, 2026 was $nil. However, we have an undrawn $200.0 million Bridge Facility at September 30, 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,
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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 September 30, 2026 are as follows:
| September 30, 2026 | |||||
Canadian Dollar Balance (in 000’s USD Equivalent) | |||||
Cash | $3,303 | ||||
Other receivables | 242 | ||||
Accounts payable and accrued liabilities | (1,594) | ||||
Other liabilities | (161) | ||||
| $ | 1,789 | ||||
| Nine Months Ended September 30, 2026 | |||||
Opening exchange rate (1 U.S. dollar to Canadian dollars) | 1.371 | ||||
Closing exchange rate (1 U.S. dollar to Canadian dollars) | 1.399 | ||||
Appreciation/(devaluation) of Canadian dollar | (2.1) | % | |||
As at September 30, 2026, a 10% depreciation or appreciation of the Canadian dollar against the U.S. dollar would have resulted in an approximate $0.2 million increase or decrease in the Company’s net income for the nine months ended September 30, 2026.
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 September 30, 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 September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-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.
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, and certain attacks on Saudi Arabia’s airports and other infrastructure facilities have occurred. Such military action, and the responses to it, may result in our having to halt, suspend or cease exploration activities and other operations in Saudi Arabia in whole or in part, owing to the potential risks to our personnel and assets. Activities closer to the border with Yemen in southern Saudi Arabia are at greater risk of being halted, suspended or terminated given their proximity to hostilities in Yemen. The occurrence of any of these events may have an adverse effect on our business. 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 have also restricted air travel to airports in Saudi Arabia frequented by our personnel and contractors, which has delayed the ability of our personnel and contractors to enter and exit 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.
Our Crossover XRE Tunnel Boring Machine may not be delivered as anticipated or work as expected which would delay or halt underground development of the Santa Cruz Copper Project.
The Company has entered into an agreement to acquire the TBM from Robbins to be used for decline development at the Santa Cruz Copper Project in Arizona. Delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2026
There were no unregistered sales of equity securities during the three months ended September 30, 2026.
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Item 5. Other Information.
During the three months ended September 30, 2026, each of the following officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted Glen Kuntz , our Chief Technical Officer , on August 14, 2026 ; Cassandra Joseph , our General Counsel and Corporate Secretary , on August 13, 2026 ; and Stephani Terhorst , our Vice President, Human Resources , on August 13, 2026 . In each case:
•The plan is intended to provide for an eligible sell-to-cover transaction within the meaning of Rule 10b5-1;
•In the event that any tax withholding obligations arise exclusively from the vesting and settlement of any restricted share units (“RSUs”) or performance-based RSUs (“PSUs”) that the individual holds (except those which by their terms require the Company to withhold shares for tax withholding obligations), after the date that is 120 days after the date of the plan and before June 30, 2027, the applicable broker is instructed to sell the number of shares of common stock of the Company that is necessary to satisfy the tax withholding obligations on the principal U.S. trading market for the shares as promptly as practicable (and within two business days) following the issuance of the shares, while maintaining an orderly market, and to deliver to the Company the net proceeds of sale therefrom in satisfaction of such tax withholding obligations; and
•The plan terminates on the later of June 30, 2027
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Item 6. Exhibits.
| Exhibit Number | Description | ||||
10.3^ | |||||
| 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.
^ Certain appendices and exhibits have been omitted or redacted pursuant to Items 601(a)(5), 601(a)(6), and/or 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted appendix or exhibit upon request.
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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: November 5, 2026 | By: | /s/ Taylor Melvin | ||||||
| Taylor Melvin | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: November 5, 2026 | By: | /s/ Jordan Neeser | ||||||
| Jordan Neeser | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 19th day of October, 2026.
BETWEEN:
IVANHOE ELECTRIC INC., a Delaware corporation, having an office at 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281 (the "Company”)
AND:
Glen Kuntz, an individual residing at 4300 Loch Lomond Road, Thunder Bay, Ontario, Canada, P7J 1N9
(the "Employee")
WHEREAS:
(A)Ivanhoe Electric Inc. is a technology-led mineral exploration company with corporate offices located in Casa Grande, Arizona and Tempe, Arizona, United States and Vancouver, British Columbia, Canada, and through subsidiaries and investment, the Company funds and manages exploration programs in several jurisdictions globally but with a focus on the United States;
(B)the Employee is currently employed pursuant to a Second Amended and Restated Executive Employment Agreement dated February 25, 2025 (“Prior Agreement”);
(C)upon execution hereof, this Agreement shall replace and supersede the Prior Agreement in its entirety; and
(D)the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms applicable to the employment of the Employee during the period hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that the Company and the Employee (collectively the "Parties"), as Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and each intending to be legally bound hereby, do hereby covenant and agree as follows:
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Section 1Employment
1.1The Company hereby engages the Employee, and the Employee acknowledges and agrees, to perform the function of Chief Technical Officer of the Company (the "Position"), based in Thunder Bay, Ontario, Canada, with a regular travel schedule to be reasonably agreed among the Company and the Employee, and reporting to the President and Chief Executive Officer of the Company (the "CEO"). In this Position, the Employee is engaged to provide overall technical engineering support to the Company’s mine development, mine operations and exploration activities.
1.2In fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarily performed by persons in such role within the industry and such other duties as the Company or the CEO may reasonably assign from time to time, having regard to the Employee’s background, skills and qualifications. The Company reserves the right to reasonably amend the Employee's duties, responsibilities, reporting relationships and powers from time to time in its sole discretion, again having regard to the Employee’s background, skills and qualifications.
1.3The Employee will be expected to travel outside of the work location where currently based, to the Company's offices, project sites and other locations as required.
Section 2Term
This Agreement will be effective from October 19th, 2026, and will remain in full force and effect until terminated as hereinafter provided.
Subject to the approval and/or ratification of the Company’s Board of Directors (the "Board") in accordance with Company policies regarding delegation of authorities and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related duties as may from time to time be reasonably assigned, delegated, limited or determined by the Board and/or the CEO, having regard to the Employee’s background, skills and qualifications.
Section 3Other Activities
3.1The Employee's employment hereunder shall be substantially full-time and exclusively for the benefit of the Company, except as permitted herein.
3.2The Employee agrees not to undertake, or be engaged in the performance of, any work, services or other business activity (which does not include charitable or philanthropic endeavors that do not materially interfere with the Employee's employment hereunder), directly or indirectly, for any other person, firm, company, other legal entity or governmental agency or organization, with the exception of:
(a)the Employee's employment with the Company; and
(b)any other pre-existing arrangements in effect at the date of this Agreement that have been notified to the Board and agreed (“Grandfathered Arrangements”) but provided that any such Grandfathered Arrangements shall remain subject to the Company’s policies governing such arrangements and any changes that may occur from time to time,
(c)unless it is determined by prior written approval of the Board or the CEO that such activities will not interfere with, or impede, in any significant manner the performance of Employee's duties in the Position, and further provided that:
(d)before the Employee can engage in any work, services or other business activity which involves the Employee owning or acquiring any interest in excess of five percent, directly or indirectly, in any mining or technology company or the rendering of any advice or service to another person, partnership or other legal entity or a joint venture engaged in the business of exploring for and/or mining minerals, the Employee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15 days after the date of such disclosure, the Employee must receive from the Board or the CEO a decision that such activities by the Employee will not, in the opinion of the Board or the CEO, interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder. If a decision is not received from the Board or the CEO within such 15-day period, the activities will be deemed to interfere or be in conflict with the Employee's performance of his/her duties to the Company hereunder unless and until a contrary decision is received from the Board or the CEO, and
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(e)before engaging in any work, services or business activity other than the kind described in sub paragraph (c) of this Section 3.2 or is a Grandfathered Arrangement, the Employee shall have disclosed same in writing to the Board; and
(f)notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company, including serving on the board of directors of any affiliate, consistent with his/her responsibilities for the Company to the extent agreed by the Board or the CEO.
3.3The Employee shall refer to the Board and the CEO any and all facts, matters and transactions that may adversely affect the Employee's relationship with the Company or the Employee's ability to perform his/her duties, or in respect of which an actual or potential conflict of interest between the Employee and the Company has arisen or may arise, and the Employee shall not proceed with any such matter or transaction until the Board's approval therefor is obtained. For purposes of clarification, this provision is not intended to limit in any way the Employee's other fiduciary obligations to the Company that may arise in law or in equity.
3.4Without limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees that under no circumstances will his/her provision of services in the Position involve or include, nor will the Employee be asked by any director or officer of the Company to engage in, any activities contrary to the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act and any other similar legislation in the jurisdiction in which the Employee is employed or to whose laws the Employee may be subject.
3.5The Employee shall adhere to the Company's policies in effect from time to time.
Section 4Compensation
4.1In consideration of the performance by the Employee of his responsibilities and duties in the Position hereunder:
(a)Base Salary. The Company shall pay the Employee an annual base salary of Four Hundred Twelve Thousand and Eight Hundred Ninety Canadian Dollars (CAD$412,890) (the "Base Salary") per year. The Base Salary and all other forms of compensation payable hereunder are subject to deduction for all applicable taxes, payroll deductions and withholdings required by law and otherwise in accordance with the payroll practices of the Company for similarly situated employees of the Company.
(b)The Base Salary will be reviewed annually and, if increased or decreased, such increased or decreased amount shall be the Base Salary hereunder; provided however that the Base Salary may only be decreased by a total cumulative percentage of 15% over a one-year period as part of a general executive or company-wide reduction for cost savings or similar requirements, unless otherwise agreed by the Employee in advance and in writing.
(c)Short-Term Incentive Plan. The Employee will be eligible on an annual basis to receive a short term incentive award. The Employee’s short-term bonus target is 75% of Base Salary ("Target Bonus"). The Employee’s Target Bonus will be reviewed by the Compensation Committee of the Board on an annual basis. The actual short term bonus awarded to the Employee (the “Short Term Bonus”), if any, may be less than or greater than the Target Bonus (and may be zero), and will be determined based upon performance criteria and targets established by the Board and the Compensation Committee on an annual basis, and the achievement and/or satisfaction of such criteria and targets, as reasonably evaluated in the discretion of the Company. The payment of a Short Term Bonus and quantum of such bonus is not guaranteed in any year or part year of employment, and the payment and quantum of any Short Term Bonus in one year does not obligate the Company to provide a similar or any Short Term Bonus in any other year of employment. Any Short Term Bonus payment made to the Employee is inclusive of statutory requirements, including vacation pay.
(d)The Employee must be actively employed by the Company or on a statutory or company-approved leave of absence on the payment date for a Short Term Bonus to be entitled to payment of a Short Term Bonus in respect of that year. For the purpose of this Agreement, “actively employed” means that the Employee is employed and actively performing employment duties for the Company or is on vacation and, for certainty, the Employee is considered actively employed during any minimum period of statutory notice of termination (or pay in lieu) required under applicable employment standards legislation (but not during any other period of notice of termination or pay in lieu, including under the common law). If the Employee is on a statutory or company-approved leave of absence during, or is only actively employed by the Company for, part of the year to which a Short Term Bonus relates, any Short Term Bonus awarded to the Employee will be subject to proration based on the portion of the year the employee was actively employed.
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(e)In the event the Company adopts a short-term incentive plan, the Employee’s entitlements to a short-term incentive award will be governed by such plan.
(f)Long-Term Incentive Plan. The Employee will be eligible to participate in the Company’s long-term incentive plan in accordance with the terms of such plan, as amended from time to time (the “LTIP”). The Employee’s long-term bonus target is 200% of Base Salary. The Employee’s long-term bonus target will be reviewed by the Compensation Committee of the Board on an annual basis. Any long-term incentive awards granted to the Employee will be governed by the LTIP and any applicable grant agreements governing such awards (each, a “Grant Agreement”).
(g)Benefits. The Employee will be eligible to participate in employee benefit plans (including health, medical, dental, and other insurance benefits) from time to time in effect for similarly situated employees of the Company. The Employee's participation will be subject to the terms of the applicable plan documents and generally applicable policies of the Company, in each case, as amended from time to time. Employee’s health and medical benefits coverage shall begin on the effective date of this Agreement. The Employee acknowledges that the Company may amend or terminate any employee benefit plans from time, provided that the benefits provided to the Employee following any such amendment or termination will be substantially similar in the aggregate to those provided to the Employee prior to such amendment or termination.
Section 5Expenses
The Company will reimburse the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the performance of his/her duties under this Agreement, including reasonable travel and lodging expenses associated with travel to Phoenix, Arizona and/or any other company project sites in the performance of the Employee’s duties, in accordance with the policies of the Company in effect from time to time. The Employee will furnish the Company with an itemized account of his/her expenses in such form or forms as may reasonably be required by the Company and at such times or intervals as may reasonably be required by the Company.
Section 6Vacation
6.1The Employee will be entitled to accrue with service paid vacation of twenty-five (25) days (5 weeks) within each calendar year period. This vacation must be taken at such times that do not adversely compromise the Employee's performance of his/her duties under this Agreement.
6.2Vacation must be taken in the year in respect of which it is earned; provided, however, that subject to appliable employment standards legislation, the Employee may carry forward a maximum of ten (10) days' (2 weeks’) paid vacation from one entitlement year to the next. Any such vacation carried forward must be taken by 30 June of the subsequent year, after which it will be forfeited unless otherwise required under applicable employment standards legislation. Unused vacation that is not carried forward pursuant to this section, to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, will be forfeited.
6.3All other responsibilities and rights (if any) of the Employee relating to accrual of vacation benefits, requesting and using vacation benefits, and receipt of payment for accrued, unused vacation benefits upon separation from employment shall be governed by the terms and conditions of the Company's applicable policies, practices, and procedures, subject to applicable employment standards legislation.
Section 7Indemnity
The Company shall defend, indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and the Company's organizational and similar documents, including but not limited to, those relating to loss or damage to property, or injury to, or death of any person or persons arising from or out of the Employee's performance of his/her obligations under this Agreement.
Section 8Consent to Use Personal Information
8.1The Employee acknowledges and agrees that the Company has the right to collect, use and disclose the terms and conditions of his/her employment and any other identifying personal information required to be disclosed for reporting or business purposes or otherwise by law, including:
(a)ensuring that he/she is paid for his/her services to the Company;
(b)administering any benefits to which he/she is or may become entitled to, including bonuses, medical, dental, disability and life insurance benefits, and/or annual bonuses and long-term
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incentive securities. This shall include the disclosure of his/her personal information to any insurance company and/or broker or to any entity that manages or administers the Company's benefits on behalf of the Company, subject to applicable laws;
(c)compliance with any regulatory reporting and withholding requirements relating to his/her employment; and
(d)in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing to any potential acquiring organization solely for the purposes of determining the value of the Company and its assets and liabilities and to evaluate the Employee's position in the Company. If the Employee's information is disclosed to any potential acquiring organization, the Company will require the potential acquiring organization to agree to use the information solely for the purpose of evaluating the Company and to protect the privacy of Employee's information in a manner that is consistent with any policy of the Company dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.
Section 9Termination
9.1This Agreement and the Employee's employment may be terminated as follows:
(a)By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee's resignation, in writing, which shall be provided not less than three (3) months prior to the effective date of resignation. Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her employment termination. At any time after receiving notice of Employee's resignation, the Company shall have the sole option to relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work related matters, attending work-related events, or otherwise conducting business on Company's behalf (and the Employee acknowledges that if the Company exercises its rights in this regard, it will not constitute termination of the Employee’s employment or constructive dismissal). In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of termination and will receive from the Company all compensation owing under this Agreement through the effective date of resignation. The Employee’s entitlements with respect to any outstanding awards under the LTIP shall be determined in accordance with the LTIP and applicable Grant Agreements.
(b)On Death or Disability of Employee: Automatically on the death of the Employee or upon termination of this Agreement due to frustration of contract by reason of Disability. The Company shall have the right to terminate this Agreement due to frustration of contract by reason of "Disability" if Employee is unable to perform the essential functions of Employee's Position, taking into account accommodation by the Company as applicable, for an aggregate of three hundred and sixty-five (365) days in any continuous two (2) year period, by reason of any mental or physical illness, condition, impairment or incapacity. In these circumstances, the Employee (or his/her estate) shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:
(i)any Base Salary owing to the date of termination, reimbursements that are due and owing to the Employee in respect of expenses properly incurred prior to the date of termination; and unused vacation pay earned or accrued to the date of termination (collectively, the “Accrued Obligations”);
(ii)notwithstanding Section 4.1(d) payment of a Short Term Bonus for the year in which the termination date occurs, calculated in accordance with Section 4.1(c) )), prorated for the Employee’s period of active employment in that year and payable at the same time Short Term Bonuses are paid to other employees of the Company;
(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.
(c)By the Company without Cause: By the Company at any time, and for any reason whatsoever upon providing the Employee with (i) three (3) months’ advance written notice of termination or pay in lieu thereof (or some combination thereof), in the Company’s sole discretion (as set out in paragraphs 9.1(d) and 9.1(e) below) and (ii) the additional payments and benefits set out in paragraph 9.1(d) and 9.1(e) below:
(d)For any period of advance written notice of termination provided by the Company pursuant to Section 9.1(c) , the Employee agrees to faithfully perform and discharge all of his/her duties and responsibilities under this Agreement throughout the notice period until the effective date of his/her
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employment termination. Notwithstanding the foregoing, the Company shall have the sole option to, at any time after delivering advance notice of termination, relieve Employee of his/her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on Company's behalf. In such case, the Employee will continue to be an employee throughout the notice period until the effective date of termination and shall be entitled to all compensation owing under this Agreement (including continuation of any Employee benefit plans) until the effective termination date.
(e)For any period of pay in lieu of notice provided by the Company pursuant to Section 9.1(c), the Employee’s entitlement to pay in lieu of notice shall be calculated at the Employee’s then-current Base Salary rate, subject to any greater entitlements under applicable employment standards legislation. To the extent required under applicable employment standards legislation, all of the Employee’s benefit plans will be continued for the minimum period so required.
(f)In addition to the foregoing, following the Employee’s effective termination date, the Employee will receive the following, as full and sole compensation in discharge of the Company's obligations to the Employee under statute, this Agreement and common law:
(i)the Accrued Obligations together with any obligations accrued and then owing under the Company's employee benefit plans;
(ii)a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary at the rate in effect as at the termination date and 1.5 times the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 4.1(c) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);
(iii)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.
The payments and benefits provided in paragraph 9.1(f)(ii), to the extent in excess of the Employee’s entitlements under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination without cause be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).
(g)For greater certainty, Sections 9.1(c)-(f) shall not apply to a termination without cause following a Change in Control under the circumstances provided for in Section 9.2 (a).
(h)By the Company with Cause: The Company may terminate this Agreement, and Employee's employment hereunder, for Cause immediately upon written notice to Employee. In these circumstances, the Employee will be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law, the Accrued Obligations together with any rights under the Company's employee benefit plans, including equity or equity-based compensation plans, which will be governed solely by the terms of such plans and, if and only to the extent applicable, any other minimum standards payments and benefits to which the Employee may be entitled under applicable employment standards legislation.
(i)For purposes of this Agreement, "Cause" shall be deemed to exist if any of the following circumstances exist, as determined by the Board, regardless of the timing of the precipitating events:
(i)Employee's willful failure to substantially perform his/her or his/her duties and responsibilities to the Company;
(ii)Employee's violation of a Company policy, after receiving thirty (30) days written notice from the Company of the precise policy and the Employee's conduct alleged to violate the policy, and Employee has failed to cure the violation within the 30-day notice period (provided, however, that no advance notice shall be required if the violation is of such a serious nature and degree so as to be incompatible with continued employment);
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(iii)Employee's commission of any act of fraud, embezzlement, misappropriation, breach of fiduciary duty or duty of loyalty, dishonesty or any other intentional act of misconduct that has caused or is reasonably expected to result in material injury to the Company;
(iv)Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutes a felony (or local law equivalent) or an indictable or hybrid offence or any crime or offence involving moral turpitude, if such crime or offence is (A) work-related, (B) impairs Employee's ability to perform services for the Company, or (C) results in reputational or financial harm to the Company;
(v)the unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the Company, or any other party to whom Employee owes an obligation of nondisclosure as a result of his/her employment with the Company;
(vi)Employee's breach of any of his/her material obligations under any written agreement or covenant with the Company; or
(vii)the Employee has committed any act which results in either loss or damage to the Company or prejudice to its business standing or reputation, including any social media post or public comment made on the Internet or otherwise, or through the making of any disparaging comment or remark in any public forum or setting, provided, nothing herein prohibits Employee from making truthful statements protected by any applicable law.
(j)Notwithstanding the foregoing, upon termination for Cause the Employee's rights and entitlements with respect to any outstanding award under the LTIP shall be governed in accordance with the terms of the LTIP and applicable Grant Agreements.
9.2Upon a Change in Control.
(a)If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law:
(i)the Accrued Obligations together with any rights under the Company's employee benefit plans;
(ii)a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 4.1(c) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);
(iii)continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and
(iv)treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements.
(b)The payments and benefits provided in paragraph 9.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein).
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(c)For purposes of this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto:
(i)a material adverse change in the Employee's Position as in effect immediately prior to a Change in Control. Such material adverse change shall mean a material diminution in the Employee's duties or authority or the assignment to the Employee of any duties or responsibilities which are materially inconsistent with such Position. Notwithstanding the foregoing, Good Reason shall not be deemed to occur upon a change in the Employee's duties or responsibilities that is solely a result of the Company no longer being publicly traded;
(ii)a material reduction by the Company in the Employee's annual Base Salary as in effect immediately prior to a Change in Control;
(iii)a material failure by the Company to continue in effect any employee benefit program in which the Employee is participating at the time of a Change in Control other than as a result of the normal expiration of any such employee benefit program in accordance with its terms as in effect at the time of a Change in Control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Employee's continued participation in any such employee benefit program on at least as favorable a basis to the Employee as on the date of a Change in Control;
(iv)the Company requiring the Employee to be based in a location more than 50 miles from where the Employee is based at the time of a Change in Control and except for required travel on the Company's business to an extent substantially consistent with the Employee's business travel obligations in the ordinary course of business immediately prior to the Change in Control;
(v)the Company repudiating or breaching any of its material obligations under this Agreement; or
(vi)the Company requiring the Employee to report to a person of lesser authority or standing than that set forth in Section 1.1; provided that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to the individual Employee, shall not be a change in reporting responsibilities as contemplated by this clause.
(d)Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must give notice to the Company within 30 days following the Employee's knowledge of an event constituting Good Reason describing the alleged failure or action by the Company in respect of the events set out in clauses (i) to (vi) directly above and advising the Company of the Employee's intention to terminate the Employee's employment for Good Reason. If the Employee fails to provide such notice within 30 days, such event shall not constitute Good Reason under this Agreement. Following receipt of such notice from the Employee, the Company shall then have 30 days to take any required corrective action to rectify or rescind such event (and if such event is so rectified or rescinded, such event shall not constitute Good Reason) and to notify the Employee in writing that it has completed such rectification or rescindment, or to notify the Employee that it denies the occurrence of such event.
(e)A notice of resignation for Good Reason in accordance with the foregoing will be deemed to have occurred within the twelve (12) month period following a Change in Control provided the Employee gives the required notice to the Company prior to the end of such twelve (12) month period.
(f)The payments provided for in paragraph (a) under this Section 9.2 shall be inclusive of the Employee's entitlement to notice and severance pay at common law or by statute. The Company shall not be obligated to make any further payments under this Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 5.
(g)For the purposes of this Agreement, "Change in Control" means any of the following events occurring after the date hereof:
(i)a transaction or series of transactions whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; provided
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however that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its subsidiaries, (iii) any acquisition which complies with Sections 9.2(f)(iii)(I), 9.2(f)(iii)(II) and 9.2(f)(iii)(III) or (iv) of this Agreement; in respect of an Award (as defined in the LTIP) held by a particular Holder (as defined in the LTIP), any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder);
(ii)the Incumbent Directors, as defined in the LTIP, or successor plan, cease for any reason to constitute a majority of the Board;
(iii)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (a) a merger, consolidation, reorganization, or business combination, (b) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (c) the acquisition of assets or stock of another entity, in each case other than a transaction:
(I)which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and
(II)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided however that no person or group shall be treated for purposes of this Section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and
(III)after which at least a majority of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board's approval of the execution of the initial agreement providing for such transaction; or
(iv)the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.
9.3The Employee agrees that the notice, pay in lieu of notice (or a combination thereof), together with the payments and benefits set out in this Agreement, including as set out in Sections 9.1(c) or 9.2 shall be in full and final settlement of any and all actions, causes of actions, suits, claims, demands and entitlements whatsoever which the Employee has or may have, whether pursuant to statute, common law or otherwise, against the Company and any of its directors, officers, employees, representatives, successors and assigns, arising out of the Employee's hiring, employment and the termination of the Employee's employment or this Agreement and the Employee expressly waives any and all entitlement to reasonable notice or pay in lieu thereof pursuant to common law.
9.4If this Agreement is terminated by either party while the Employee is on site at any work location other than where the Employee is otherwise based, regardless of the circumstances or the reason for termination, the Company will reimburse the Employee for his/her return flight home and any change fees that are incurred by the Employee.
Section 10Directorships and Other Offices
10.1The Company may from time to time in its discretion require the Employee to be nominated and appointed as a director or other officer or manager of the Company or of any of its subsidiary companies, and the Employee agrees to comply with each such request.
10.2If the Employee is a director or other officer or manager of the Company or of any of its subsidiary companies, the Company is not obliged to ensure that the Employee remains a director or other officer or manager of the Company or any subsidiary. The removal of the Employee as a director of the Company by reason of election by the Company's shareholders, or removal of the Employee as a director of a subsidiary, or removal from that other office or management position will not amount to a breach of this Agreement or constitute Good Reason or constitute grounds for termination with Cause.
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10.3If the Employee is at any time not a director of the Company or of any of its subsidiary companies, then the Employee shall not be entitled to and shall not hold himself/herself out as a director and the removal of the term "Director" from the Employee's job title will not constitute a breach by the Company of this Agreement.
10.4Upon the termination of the Employee's employment by the Company for any reason (unless the Company in writing requires the Employee not to do so) the Employee hereby agrees to resign from and vacate each and every office as director of the Company or of any of its subsidiary companies and every other office or management position which he/she may hold in the Company or a subsidiary company to which he/she may have been appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appoints any director of the Company or the company secretary of the Company as his/her agent or attorney to effect each such resignation.
10.5Notwithstanding the provisions of Section 10.4, the Company may request the Employee to retain his/her office as a director of the Company or a subsidiary notwithstanding the termination of his/her employment, in which case the Employee shall become a non-executive director of the Company or of its subsidiary companies and shall be entitled to receive compensation as a non-employee director of the Company or such subsidiary.
10.6The Employee hereby indemnifies the Company (and their respective officers, managers and employees) in respect of any claims, losses, costs or expenses whatsoever (including indirect and consequential damages) which may be suffered or incurred by any of them arising out of or in connection with the Employee refusing for any reason whatsoever to resign from and/or vacate any office as a director or other position contemplated in Section 10.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiary company.
Section 11Confidential Information
11.1The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during or after his/her employment by the Company except as authorized in writing by the Board. "Confidential Information" includes, without limitation, the following types of information or material, both existing and contemplated, regarding the Company and which is not in the public domain or publicly available: corporate information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales, investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects in which the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his/her own interests, or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company, during or after her employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company, whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property of the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the foregoing information to any person, partnership, company or other legal entity or to assist in the disclosure or divulging of any such information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of Section 11 shall survive the termination of this Agreement.
11.2The Employee agrees that all documents of any nature pertaining to the activities of the Company, including Confidential Information, in the Employee's possession now or at any time during the Employee's period of employment, are and shall be the property of the Company and that all such documents and copies of them shall be surrendered to the Company when requested by the Company. The Employee shall be permitted to retain information that pertains to himself/herself including his/her contacts.
Section 12Non-Solicitation
12.1The Employee covenants and agrees that during his/her employment and for a period of twelve (12) months following the date of termination of his/her employment, however caused, the Employee will not on his/her own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person, employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away an employee or officer of the Company, whether or not such person would commit any breach of their contract of employment by reason of leaving their service.
12.2Employee agrees that the restrictions, including the duration, scope and geographic area for each, established under the covenants contained in this Section 12 are fair, reasonable and necessary in order to protect the legitimate interests of the Company, that Employee is receiving adequate consideration under this Agreement for such obligations, and that such obligations will not prevent the Employee from earning a livelihood during the time periods covered by the restrictive covenants.
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12.3In the event Employee has violated any of the covenants contained in this Section 12, the time period covered by the restrictive covenant shall be tolled during the period in which the violation was occurring.
12.4The Employee agrees that a breach by him/her of any of the covenants contained in this Section 12 would result in the Company suffering damages which could not adequately be compensated by monetary award. Accordingly, the Employee agrees that in the event of any such breach or threatened breach, in addition to all other remedies available at law or in equity, the Company will be entitled as a matter of right to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.
12.5The Employee further agrees that a breach by him/her of any of the covenants contained in this Section 12 constitutes Cause to terminate the Employee's employment.
Section 13Representations and Warranties
The Employee represents and warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment, written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee's property is currently bound.
Section 14Minimum Employment Standards
If applicable employment standards legislation provides the Employee with superior entitlements than those provided for in this Agreement, including on the termination of the Employee’s employment, the Company will provide the Employee with the Employee’s statutory entitlements in substitution for the Employee’s rights under this Agreement.
Section 15Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to principles of conflicts of laws. Any action or proceeding brought by a party arising out of or in connection with this Agreement shall be brought solely in a court of competent jurisdiction located in British Columbia. To the extent permitted by law, the parties agree not to contest such exclusive jurisdiction or seek the transfer of any action relating to such dispute to any other jurisdiction. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in British Columbia.
Section 16Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof, including the Prior Agreement. The Employee acknowledges and agrees that there are no outstanding rights, payments or entitlements owing to the Employee under the Prior Agreement and the Executive releases any claims or demands in respect of such rights, payments or entitlements, as of the effective date of this Agreement.
Section 17Amendments
No amendment to or variation of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both Parties hereto.
Section 18Assignment
This Agreement is not assignable by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common control with the Company. This Agreement shall enure to the benefit of and be binding upon the Company and its successors and permitted assigns and the Employee and his heirs, executors and administrators.
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Section 19Survival
Any provision of this Agreement which expressly states that it is to continue in effect after termination of this Agreement or the Employee's employment, or which by its nature would survive the termination of this Agreement or the Employee's employment, shall do so, regardless of the manner or cause of termination.
Section 20Severability
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Section 21Headings
The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.
Section 22Time of Essence
Time shall be of the essence in all respects of this Agreement.
Section 23Notice
23.1Any notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given if delivered personally, by electronic transmission, or if sent by prepaid registered mail to the intended recipient of such notice at their respective addresses set forth below or to such other address as may, from time to time, be designated by notice given in the manner provided in this Section:
(a)in the case of the Company:
Ivanhoe Electric Inc.
450 E. Rio Salado Parkway
450 E. Rio Salado Parkway
Suite 130Tempe, AZ 85281
Attention: Human Resources
Email: humanresources@ivanhoeelectric.com
Attention: Human Resources
Email: humanresources@ivanhoeelectric.com
(b)in the case of the Employee, at the address set forth on the first page hereof.
23.2Any notice hand-delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is so delivered or, if such day is not a business day, then on the next business day following any such day. Any notice delivered by registered mail shall be deemed to have been given and received on the 10th business day following the date of mailing. In the case of facsimile transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the sender receives a transmission confirmation report or, if the sender's facsimile machine is not equipped to issue a transmission confirmation report, the recipient confirms in writing that the notice has been received. In the case of e-mail transmission, notice is deemed to have been given or served on the party to whom it was sent at the time of dispatch if, following transmission, the recipient confirms by e-mail or telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to have been given to the Employee while on site or traveling to and from a site unless such notice is hand-delivered to the Employee, or the Employee confirms that he/she has received delivery of the notice by another method.
Section 24Independent Legal Advice
The Employee agrees that he/she has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.
Section 25Counterparts
This Agreement may be executed in counterparts and shall become operative when each party has executed and delivered at least one counterpart.
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Signature page to follow.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
IVANHOE ELECTRIC INC.
_/s/ Taylor Melvin_________________________
Authorized Signatory
Authorized Signatory
SIGNED by the Employee in the presence of:
_/s/ Glen Kuntz____________________________
Glen Kuntz
Glen Kuntz
_/s/ Sherry Kudlacek________________________ Sherry Kudlacek_______________________
Witness Witness Name
Witness Witness Name
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002
I, Taylor Melvin, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026 of Ivanhoe Electric Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: November 5, 2026 | By: | /s/ Taylor Melvin | ||||||
| Taylor Melvin | ||||||||
| Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002
I, Jordan Neeser, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026 of Ivanhoe Electric Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: November 5, 2026 | By: | /s/ Jordan Neeser | ||||||
| Jordan Neeser | ||||||||
| Chief Financial Officer (principal financial officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Ivanhoe Electric Inc. (the “Company”) for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Taylor Melvin, as Chief Executive Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026 | By: | /s/ Taylor Melvin | ||||||||||||
| Taylor Melvin | ||||||||||||||
| Chief Executive Officer (principal executive officer) | ||||||||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Ivanhoe Electric Inc. (the “Company”) for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jordan Neeser, as Chief Financial Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026 | By: | /s/ Jordan Neeser | ||||||||||||
| Jordan Neeser | ||||||||||||||
| Chief Financial Officer (principal financial officer) | ||||||||||||||