Core Insights - Ivanhoe Electric Inc. is focused on the exploration and development of electric metals crucial for electric vehicles and renewable energy technologies [1] - Scotiabank has set a price target of $17.50 for Ivanhoe Electric, indicating a potential increase of approximately 16.94% from its current price of $14.97 [1][5] Financial Highlights - Ivanhoe Electric completed the full exercise and closing of the underwriters' option, selling an additional 1.5 million shares as part of a public offering of 10 million shares at $15.00 each, resulting in total gross proceeds of $172.5 million [2][5] - The current stock price is $14.93, reflecting a decrease of 2.10% or $0.32, with a trading range today between $14.73 and $15.25 [3] - Over the past year, the stock has experienced significant volatility, with a high of $17.90 and a low of $4.50 [3] - Ivanhoe Electric's market capitalization is approximately $1.98 billion, with a trading volume of 780,741 shares, indicating strong investor interest [4][5]

Core Viewpoint - Ivanhoe Electric has successfully completed a public offering of common stock, raising a total of $172.5 million, including the full exercise of the underwriters' option for an additional 1,500,000 shares at a price of $15.00 per share [1] Group 1: Offering Details - The public offering consisted of 10,000,000 shares at a price of $15.00 per share, with gross proceeds reaching $172.5 million before deductions [1] - The offering was managed by BMO Capital Markets as the lead book-running manager, with J.P. Morgan and National Bank of Canada Capital Markets as book-running managers [3] Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for completing payments for land acquisition at the Santa Cruz Copper Project, funding early development activities, supporting exploration activities at current projects and joint ventures, and for general corporate purposes [2] Group 3: Regulatory and Compliance - A registration statement related to the securities was filed with the U.S. Securities and Exchange Commission and was declared effective on July 10, 2023 [4] - The final prospectus supplement was filed with the SEC on October 22, 2025, and is available on the SEC's website [4] - The offering received approval from the Toronto Stock Exchange under the exemption for "Eligible Interlisted Issuers" [6] Group 4: Company Overview - Ivanhoe Electric is a U.S. company focused on advanced mineral exploration technologies, primarily targeting copper and other metals, with significant projects including the Santa Cruz Copper Project in Arizona [9]

[Amendment Agreement Details](index=1&type=section&id=Amendment%20Agreement%20Details) This section outlines the parties involved and the specific purpose of the second amendment to the Shareholders' Agreement [Parties to the Agreement](index=1&type=section&id=Parties%20to%20the%20Agreement) This Amendment Agreement is made between four key parties: Saudi Arabian Mining Company (Ma'aden), Ivanhoe Electric Mena Holdings Ltd. (IE Mena), Ivanhoe Electric Inc. (IE Parent), and Ma'aden Ivanhoe Electric Exploration and Development Limited Company - The parties involved in this amendment are **Ma'aden**, **IE Mena**, **IE Parent**, and **Ma'aden Ivanhoe Electric Exploration and Development Limited Company**[2](index=2&type=chunk)[5](index=5&type=chunk) [Purpose and Scope of Amendment](index=1&type=section&id=Purpose%20and%20Scope%20of%20Amendment) This document represents the second amendment to the Shareholders' Agreement (SHA) originally dated July 6, 2023, primarily modifying specific terms concerning exploration licenses - This is **Amendment 2** to the Shareholders' Agreement (SHA) dated July 6, 2023, with a previous amendment on November 1, 2023[1](index=1&type=chunk)[5](index=5&type=chunk) - The amendment specifically targets **Part 1 Exploration Licenses of Schedule 6 (Ma'aden Land Area)** of the SHA[5](index=5&type=chunk) [Schedule 6 Amendments: Exploration Licenses](index=1&type=section&id=Schedule%206%20Amendments%3A%20Exploration%20Licenses) This section details the addition of new exploration licenses to Schedule 6, categorized into converted applications and newly introduced licenses [Group A Additions: Converted Exploration Licenses](index=1&type=section&id=Group%20A%20Additions%3A%20Converted%20Exploration%20Licenses) This section details the addition of numerous exploration licenses that were previously applications and have now been converted into active licenses, primarily in Najran and Wadi Ad Dawasir A regions - The amendment includes the **insertion of a table into Part 1 of Schedule 6**, reflecting the addition of **new Exploration Licenses from previously applied applications**[5](index=5&type=chunk) [Najran Exploration Licenses](index=1&type=section&id=Najran%20Exploration%20Licenses) Fifty exploration licenses have been added in the Najran region, covering approximately 4,199.99 km², issued between January 1-3, 2025, and expiring between December 2029 and January 2030 Summary of Najran Exploration Licenses (Group A) | Metric | Value | | :--- | :--- | | Number of Licenses | 50 | | Total Area | ~4,199.99 km² | | Issue Dates | Jan 1-3, 2025 | | Expiry Dates | Dec 2029 - Jan 2030 | [Wadi Ad Dawasir A Exploration Licenses](index=3&type=section&id=Wadi%20Ad%20Dawasir%20A%20Exploration%20Licenses) Sixty-three exploration licenses have been added in the Wadi Ad Dawasir A region (Riyadh), encompassing approximately 6,284.99 km², issued between January 1-3, 2025, and expiring between December 2029 and January 2030 Summary of Wadi Ad Dawasir A Exploration Licenses (Group A) | Metric | Value | | :--- | :--- | | Number of Licenses | 63 | | Total Area | ~6,284.99 km² | | Issue Dates | Jan 1-3, 2025 | | Expiry Dates | Dec 2029 - Jan 2030 | [Group B Additions: New Exploration Licenses](index=7&type=section&id=Group%20B%20Additions%3A%20New%20Exploration%20Licenses) This section introduces a new set of exploration licenses, categorized as 'Group B Additions,' located across various regions including Madinah and Hail, with different issue and expiry dates - The amendment includes **'Group B Additions'** which are **new exploration licenses**[11](index=11&type=chunk) [Al Mahad Exploration Licenses](index=7&type=section&id=Al%20Mahad%20Exploration%20Licenses) Three new exploration licenses have been added in the Al Mahad group within the Madinah region, covering approximately 146.103 km², issued on June 9, 2021, and expiring on April 16, 2026 Summary of Al Mahad Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 3 | | Total Area | ~146.103 km² | | Issue Date | Jun 9, 2021 | | Expiry Date | Apr 16, 2026 | [Baara Exploration Licenses](index=7&type=section&id=Baara%20Exploration%20Licenses) One new exploration license has been added in the Baara group within the Madinah region, covering an area of approximately 99.831 km², issued on June 9, 2021, and expiring on April 16, 2026 Summary of Baara Exploration License (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 1 | | Total Area | ~99.831 km² | | Issue Date | Jun 9, 2021 | | Expiry Date | Apr 16, 2026 | [La Huf Exploration Licenses](index=7&type=section&id=La%20Huf%20Exploration%20Licenses) Two new exploration licenses have been added in the La Huf group within the Madinah region, covering approximately 152.91 km², issued on August 1, 2020, and expiring on June 6, 2025, with a renewal application pending Summary of La Huf Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 2 | | Total Area | ~152.91 km² | | Issue Date | Aug 1, 2020 | | Expiry Date | Jun 6, 2025 | | Status | Under renewal application | [Musayna'ah Exploration Licenses](index=7&type=section&id=Musayna%27ah%20Exploration%20Licenses) Twelve new exploration licenses have been added across the Musayna'ah groups within the Hail region, covering approximately 945.91 km², with various issue and expiry dates Summary of Musayna'ah Exploration Licenses (Group B) | Metric | Value | | :--- | :--- | | Number of Licenses | 12 | | Total Area | ~945.91 km² | | Issue Dates | Jun 9, 2021; Jul 28, 2022; Jun 28, 2022 | | Expiry Dates | Apr 16, 2026; Jun 4, 2027; May 6, 2027 | [General Terms and Affirmations](index=8&type=section&id=General%20Terms%20and%20Affirmations) This section clarifies the impact of the amendment on license applications, affirms the continuity of the original agreement, and outlines applicable clauses and required actions [Effect of Amendment on License Applications](index=8&type=section&id=Effect%20of%20Amendment%20on%20License%20Applications) The amendment stipulates that 'Group A Additions,' now converted to exploration licenses, will be removed from Part 2 (Exploration License Applications) of Schedule 6 of the Shareholders' Agreement - **Exploration License Applications corresponding to 'Group A Additions'** are to be **removed from Part 2 of Schedule 6**, as they have been **converted to Exploration Licenses**[12](index=12&type=chunk) [Continuity of Original Shareholders' Agreement](index=8&type=section&id=Continuity%20of%20Original%20Shareholders%27%20Agreement) Except for the specific changes outlined in this amendment, all other provisions of the original Shareholders' Agreement (SHA) remain fully effective and confirmed - The amendment constitutes a **variation of the SHA in accordance with Clause 36.7 (Amendment) of the SHA**[12](index=12&type=chunk) - **All other provisions of the SHA (as amended) are confirmed and remain in full force and effect**[12](index=12&type=chunk) [Applicable Clauses and Further Actions](index=8&type=section&id=Applicable%20Clauses%20and%20Further%20Actions) The parties agree that specific clauses from the original SHA will apply to this Amendment Agreement, and all parties are obligated to undertake necessary actions to fully implement its terms - **Specific clauses from the original SHA (1.2, 31, 32, 33, 35, 36.5, 36.7, 36.8, 36.9, 36.10)** are incorporated into this Amendment Agreement[12](index=12&type=chunk) - **Each party is responsible for doing all acts, executing documents, and taking necessary steps to give full effect to this Agreement**[12](index=12&type=chunk) [Execution of Agreement](index=9&type=section&id=Execution%20of%20Agreement) This section documents the formal execution of the Amendment Agreement by all involved parties and their authorized representatives [Signatures of Parties](index=9&type=section&id=Signatures%20of%20Parties) The Amendment Agreement was formally entered into by all parties on June 25, 2025, with authorized representatives providing their signatures and titles - The Agreement was entered into on **June 25, 2025 (29/12/1446H)**[1](index=1&type=chunk)[13](index=13&type=chunk) Authorized Signatories | Party | Name | Title | | :--- | :--- | :--- | | SAUDI ARABIAN MINING COMPANY (MA'ADEN) | Robert Wilt | Chief Executive Officer | | Ivanhoe Electric Inc. | Taylor Melvin | President and CEO | | IVANHOE ELECTRIC MENA HOLDINGS LTD. | Graham Boyd | Director | | MA'ADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY | Louis Irvine | Chairman | | MA'ADEN IVANHOE ELECTRIC EXPLORATION AND DEVELOPMENT LIMITED COMPANY | Quentin Markin | Board Member |

Core Viewpoint - Ivanhoe Electric plans to raise US$125 million through an underwritten public offering of common stock, with an additional option for underwriters to purchase up to US$18.75 million more [1][2]. Group 1: Offering Details - The offering is subject to market conditions and there is no assurance regarding its completion or the actual size and terms [1]. - The net proceeds will be used for payments related to the Santa Cruz Copper Project, early development activities, exploration activities, and general corporate purposes [2]. Group 2: Underwriters - BMO Capital Markets is the lead book-running manager, with J.P. Morgan and National Bank of Canada Capital Markets also serving as book-running managers [3]. Group 3: Regulatory Filings - A registration statement on Form S-3 has been filed with the U.S. Securities and Exchange Commission, which was declared effective on July 10, 2023 [4]. - A final base prospectus has been filed in Canada, excluding Québec, under the multi-jurisdictional disclosure system [5]. Group 4: Company Overview - Ivanhoe Electric focuses on advanced mineral exploration technologies and electric metals exploration projects, primarily in the U.S., with a significant project being the Santa Cruz Copper Project in Arizona [7]. - The company also has a joint venture with Saudi Arabian Mining Company Ma'aden to explore minerals in the Arabian Shield [7].

Core Viewpoint - Ivanhoe Electric Inc. has demonstrated significant growth, particularly in copper production, which has positively impacted its stock performance and reaffirmed its production targets for the year [1][3]. Group 1: Production Performance - Ivanhoe Electric reported a 57% increase in copper production during Q3, mining 71,226 tons, bringing year-to-date production to 316,393 tons [1][3]. - The company maintains its full-year production guidance of 370,000 to 420,000 tons, with expectations of higher-grade mining from the Kakula Mine starting next month [3][4]. Group 2: Stock Performance - During intra-day trading, Ivanhoe Electric's stock reached a high of $14.57, closing up 12.63% at $14.45 [2]. - The stock's performance reflects investor confidence following the strong production results [1][2]. Group 3: Future Prospects - The company anticipates a turning point in operations with the start of selective mining on the eastern side of Kakula planned for Q1 2026 [4]. - Ivanhoe Electric is set to begin production at the Platreef Mine later this month, which is expected to enhance its position in the precious metals market [5].

Core Viewpoint - Ivanhoe Electric's shares experienced a significant increase of 7.9% to close at $10.84, driven by strong trading volume and higher copper prices [1][2]. Group 1: Company Performance - Ivanhoe Electric is projected to report a quarterly loss of $0.21 per share, reflecting a year-over-year increase of 41.7%. Revenue is expected to reach $1.07 million, marking a 59.7% increase from the same quarter last year [3]. - The consensus EPS estimate for Ivanhoe Electric has remained stable over the past 30 days, indicating that stock price movements may not sustain without earnings estimate revisions [4]. Group 2: Industry Context - The rise in Ivanhoe Electric's stock is attributed to higher copper prices, which increased by 3.77% to $4.84 per pound, following Freeport-McMoRan's declaration of force majeure at its Grasberg mine in Indonesia [2]. - Freeport-McMoRan anticipates a 4% reduction in third-quarter 2025 copper sales and a 6% decrease in gold sales due to operational disruptions [2]. - Hudbay Minerals has also temporarily suspended operations at its Constancia mine in Peru due to protests, raising supply concerns and further supporting price increases [2]. Group 3: Industry Comparisons - Ivanhoe Electric is part of the Zacks Mining - Miscellaneous industry, where Nexa Resources S.A. also operates. Nexa's shares increased by 1.2% to $5.04, with a 1.8% return over the past month [5]. - Nexa Resources' consensus EPS estimate has risen by 25% over the past month to $0.1, representing a 400% increase compared to the previous year's EPS [6].

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - FGI Industries Ltd. (FGI) is up 278% at $15.02 [3] - Senmiao Technology Limited (AIHS) is up 96% at $4.22 [3] - Conifer Holdings, Inc. (CNFR) is up 86% at $2.11 [3] - WEBTOON Entertainment Inc. (WBTN) is up 39% at $20.81 [3] - Nukkleus Inc. (NUKK) is up 18% at $6.08 [3] - Tantech Holdings Ltd (TANH) is up 12% at $2.13 [3] - Check-Cap Ltd. (CHEK) is up 9% at $2.33 [3] - Ivanhoe Electric Inc. (IE) is up 8% at $9.71 [3] - Wolfspeed, Inc. (WOLF) is up 8% at $3.21 [3] - Bolt Projects Holdings, Inc. (BSLK) is up 5% at $3.95 [3] Premarket Losers - Envirotech Vehicles, Inc. (EVTV) is down 17% at $2.27 [4] - Dave & Buster's Entertainment, Inc. (PLAY) is down 15% at $20.40 [4] - NanoVibronix, Inc. (NAOV) is down 12% at $9.37 [4] - ADTRAN Holdings, Inc. (ADTN) is down 10% at $9.37 [4] - Rain Enhancement Technologies Holdco, Inc. (RAIN) is down 10% at $6.00 [4] - CNS Pharmaceuticals, Inc. (CNSP) is down 7% at $8.50 [4] - AVITA Medical, Inc. (RCEL) is down 7% at $6.22 [4] - Vince Holding Corp. (VNCE) is down 7% at $2.60 [4] - Monte Rosa Therapeutics, Inc. (GLUE) is down 6% at $6.50 [4] - Meiwu Technology Company Limited (WNW) is down 6% at $2.06 [4]

Core Viewpoint - Ivanhoe Electric and Maaden have expanded their joint venture exploration efforts in Saudi Arabia by adding 1,345 square kilometers of new exploration licenses, enhancing their potential for mineral discoveries in the region [1][3]. Group 1: New Exploration Licenses - The new Musayna'ah Licenses cover 946 square kilometers and show strong Iron Oxide-Copper-Gold (IOCG) characteristics, indicating significant mineralization potential [2][3]. - The Mahd Area Licenses, totaling 399 square kilometers, are located adjacent to Maaden's Mahd Ad Dhahab gold mine, which has a long history of gold production and is known for its shallow gold mineralization [4][5]. Group 2: Exploration Technology and Strategy - The joint venture utilizes Ivanhoe Electric's Typhoon™ geophysical surveying technology, which has already surveyed approximately 510 square kilometers in 2025 and identified drill-ready targets [12][13]. - Plans for 2025 include an additional 4,000 meters of drilling and continuous surveying at the Wadi Bidah and Musayna'ah licenses, aiming to convert data into actionable exploration targets [12][14]. Group 3: Industry Context and Future Outlook - Saudi Arabia is positioned as a highly prospective area for mineral exploration, driven by its Vision 2030 initiative, which aims to make mining a key economic pillar [3][18]. - Maaden's commitment to expanding its mining operations aligns with the country's goal of developing the mining sector, which is expected to grow significantly over the next 18 years [18].

Financial Performance - Ivanhoe Electric reported a quarterly loss of $0.16 per share, which aligns with the Zacks Consensus Estimate, an improvement from a loss of $0.39 per share a year ago [1] - The company posted revenues of $1.07 million for the quarter ended June 2025, exceeding the Zacks Consensus Estimate by 44.32%, compared to revenues of $0.54 million in the same quarter last year [2] - The current consensus EPS estimate for the upcoming quarter is -$0.22 on revenues of $0.74 million, and for the current fiscal year, it is -$0.78 on revenues of $2.93 million [7] Stock Performance - Ivanhoe Electric shares have increased approximately 30.6% since the beginning of the year, outperforming the S&P 500's gain of 7.6% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating it is expected to perform in line with the market in the near future [6] Industry Outlook - The Mining - Miscellaneous industry, to which Ivanhoe Electric belongs, is currently ranked in the bottom 36% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Ivanhoe Electric's stock performance [5]

PART I. FINANCIAL INFORMATION [Item 1. Condensed Interim Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Interim%20Consolidated%20Financial%20Statements) This section presents Ivanhoe Electric Inc.'s unaudited condensed interim consolidated financial statements, detailing financial position, performance, and cash flows under U.S. GAAP [Condensed Interim Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | **Assets** | | | | Cash and cash equivalents | $88,050 | $40,971 | | Total current assets | $104,287 | $69,286 | | Total assets | $400,471 | $374,932 | | **Liabilities and Equity** | | | | Total current liabilities | $27,147 | $33,416 | | Total liabilities | $89,694 | $94,501 | | Total equity | $310,777 | $280,431 | | Total liabilities and equity | $400,471 | $374,932 | - Total assets increased by **$25.5 million** from **$374.9 million** at December 31, 2024, to **$400.5 million** at June 30, 2025. Cash and cash equivalents significantly increased by **$47.1 million**[10](index=10&type=chunk) - Total liabilities decreased by **$4.8 million** from **$94.5 million** at December 31, 2024, to **$89.7 million** at June 30, 2025[10](index=10&type=chunk) [Condensed Interim Consolidated Statements of Loss and Comprehensive Loss](index=6&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $1,068 | $538 | $1,803 | $898 | | Gross profit | $774 | $346 | $1,216 | $606 | | Exploration expenses | $14,078 | $37,254 | $29,863 | $80,897 | | General and administrative expenses | $9,721 | $10,694 | $21,307 | $23,295 | | Impairment | $2,555 | $— | $2,555 | $— | | Loss from operations | $25,635 | $48,546 | $52,639 | $105,427 | | Net loss attributable to common stockholders | $23,851 | $46,783 | $54,366 | $102,294 | | Basic and diluted net loss per share | $0.18 | $0.39 | $0.42 | $0.85 | - Net loss attributable to common stockholders decreased by **$22.9 million** for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a significant reduction in exploration expenses[11](index=11&type=chunk)[89](index=89&type=chunk) - Net loss attributable to common stockholders decreased by **$47.9 million** for the six months ended June 30, 2025, compared to the same period in 2024, driven by lower exploration and general and administrative expenses[11](index=11&type=chunk)[98](index=98&type=chunk) [Condensed Interim Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Equity) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Balance at January 1, 2025 | $280,431 | $376,281 (Jan 1, 2024) | | Net loss | $(63,113) | $(111,616) | | Issuance of common stock; public offering, net | $53,372 | $— | | Issuance of warrants, public offering | $12,470 | $— | | Share-based compensation | $6,348 | $7,414 | | Non-controlling interests investment in subsidiary | $20,163 | $30,379 | | Balance at June 30, 2025 | $310,777 | $303,124 (June 30, 2024) | - Total equity increased from **$280.4 million** at January 1, 2025, to **$310.8 million** at June 30, 2025, primarily due to net proceeds from a public offering (**$53.4 million** from common stock and **$12.5 million** from warrants) and non-controlling interests investment[12](index=12&type=chunk) [Condensed Interim Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(35,773) | $(94,501) | | Net cash used in investing activities | $(1,989) | $(2,716) | | Net cash provided by financing activities | $80,916 | $27,074 | | Effect of foreign exchange on cash | $827 | $(1,089) | | Total change in cash | $43,981 | $(71,232) | | Cash, cash equivalents and restricted cash, end of period | $89,290 | $133,811 | - Net cash used in operating activities significantly decreased from **$94.5 million** in H1 2024 to **$35.8 million** in H1 2025, mainly due to lower exploration expenditures and a **$10.0 million** tranche payment received from VRB China sale[15](index=15&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Net cash provided by financing activities increased substantially from **$27.1 million** in H1 2024 to **$80.9 million** in H1 2025, driven by **$65.8 million** net proceeds from a public offering in February 2025[15](index=15&type=chunk)[118](index=118&type=chunk)[122](index=122&type=chunk) [Notes to Condensed Interim Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Interim%20Consolidated%20Financial%20Statements) - Ivanhoe Electric is a U.S. mineral exploration company focused on critical metals like copper, nickel, cobalt, platinum group elements, gold, and silver, utilizing advanced geophysical surveying (Typhoon™) and data analytics (CGI)[18](index=18&type=chunk)[71](index=71&type=chunk) - The company holds a **50% interest** in a joint venture with Saudi Arabian Mining Company (Maaden) for exploration in Saudi Arabia and an exploration alliance with BHP Mineral Resources Inc. for critical minerals in the U.S[19](index=19&type=chunk)[71](index=71&type=chunk) - Key subsidiaries include VRB Energy Inc. (**90.0% ownership**) for vanadium redox flow battery manufacturing, Computational Geosciences Inc. (**94.3% ownership**) for data analytics and AI services, and Cordoba Minerals Corp. (**61.8% ownership**) which holds interest in the Alacrán copper-gold-silver deposit[24](index=24&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Ivanhoe Electric Inc.'s financial condition and results of operations for Q2 and H1 2025, including business, segments, and liquidity [Special Note Regarding Forward-Looking Statements](index=22&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines forward-looking statements regarding mineral reserves, exploration, capital, and regulatory approvals, subject to various risks - The report contains forward-looking statements regarding mineral reserves, exploration timing, capital requirements, regulatory approvals, economic parameters of projects, and uses of funds, which are subject to risks and uncertainties[68](index=68&type=chunk) - Key risks include the early stage of most mineral projects, risks associated with mine construction at Santa Cruz, reliance on estimates for resource calculations, commodity price volatility, regulatory changes, and geopolitical uncertainties[68](index=68&type=chunk) [Business Overview](index=23&type=section&id=Business%20Overview) Ivanhoe Electric is a U.S. mineral exploration company focused on critical metals, leveraging proprietary geophysical technology and strategic partnerships - Ivanhoe Electric is a U.S.-based minerals exploration company focused on critical metals (copper, nickel, cobalt, platinum group elements, gold, silver) to support American supply chain independence[71](index=71&type=chunk) - The company leverages its proprietary Typhoon™ geophysical surveying system and advanced data analytics from its subsidiary, Computational Geosciences Inc. (CGI), to de-risk mineral exploration[71](index=71&type=chunk) - Key projects include the Santa Cruz Copper Project in Arizona, a **50/50 joint venture** with Maaden in Saudi Arabia, and an exploration alliance with BHP Mineral Resources Inc. in the U.S[71](index=71&type=chunk) - Ivanhoe Electric also holds a **90.0% controlling interest** in VRB Energy Inc., a developer of grid-scale vanadium redox flow batteries, and a **49% interest** in VRB China for Asian, African, and Middle Eastern markets[71](index=71&type=chunk) [Business Developments in the Quarter](index=23&type=section&id=Business%20Developments%20in%20the%20Quarter) Key developments include the Santa Cruz Copper Project PFS completion and Cordoba Minerals' agreement to sell its remaining Alacrán interest - The Preliminary Feasibility Study (PFS) for the Santa Cruz Copper Project was completed on June 23, 2025, confirming economic viability for an underground copper mining operation with heap leach processing[75](index=75&type=chunk) - The Santa Cruz Copper Project is projected to **produce 1.4 million tonnes of copper cathode** over a **23-year mine life**, with an **after-tax Net Present Value of $1.4 billion** (**8% discount rate**) and an **Internal Rate of Return (IRR) of 20%** at a **base case copper price of $4.25/lb**. **Initial capital is estimated at $1.24 billion**[78](index=78&type=chunk) - Cordoba Minerals Corp. (a subsidiary) entered an agreement on May 8, 2025, to sell its remaining **50% interest** in the Alacrán Copper Project to JCHX Mining Management Co., Ltd. for **up to $128 million**, including **$88 million cash on closing**, a **$12 million deferred payment**, and a **contingent payment of $8-28 million** based on copper prices[80](index=80&type=chunk) [Segments](index=24&type=section&id=Segments) The company operates in four reportable segments: Santa Cruz Copper Project, critical metals, data processing services, and energy storage - The company operates in four reportable segments: Santa Cruz Copper Project, critical metals, data processing services, and energy storage[83](index=83&type=chunk) [Significant Components of Results of Operations](index=24&type=section&id=Significant%20Components%20of%20Results%20of%20Operations) Revenue is solely from data processing, while exploration and general and administrative expenses are key cost components - Revenue is generated solely from the data processing business segment (CGI), as mineral projects are in the exploration stage and do not generate revenue[84](index=84&type=chunk) - Exploration expenses include geological studies, drilling, sampling, and costs related to identifying and evaluating mineral resources, as well as payments under earn-in and option agreements[85](index=85&type=chunk)[86](index=86&type=chunk) - General and administrative expenses comprise salaries, benefits, stock-based compensation, professional fees, insurance, and other administrative costs[88](index=88&type=chunk) [Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=25&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202024) Net loss decreased in Q2 2025 due to lower exploration and general and administrative expenses, while revenue increased - Net loss attributable to common stockholders decreased by **$22.9 million** to **$23.9 million** (**$0.18** per share) in Q2 2025 from **$46.8 million** (**$0.39** per share) in Q2 2024[89](index=89&type=chunk) Exploration Expenses (Q2 YoY Change) | Project (in thousands) | Q2 2025 | Q2 2024 | Change | | :--------------------- | :------ | :------ | :----- | | Santa Cruz, USA | $5,425 | $20,478 | $(15,053) | | Alacrán Project (Cordoba) | $4,355 | $3,236 | $1,119 | | Hog Heaven, USA | $394 | $2,530 | $(2,136) | | Tintic, USA | $474 | $3,681 | $(3,207) | | Project generation and other | $3,430 | $7,329 | $(3,899) | | **Total** | **$14,078** | **$37,254** | **$(23,176)** | - General and administrative expenses decreased by **$1.0 million** to **$9.7 million** in Q2 2025, mainly due to a **$0.6 million** decrease in VRB administration costs (due to VRB China deconsolidation) and lower directors and officers insurance expenses[89](index=89&type=chunk)[91](index=91&type=chunk) - Revenue from data processing services increased by **98% to $1.1 million** in Q2 2025 from **$0.5 million** in Q2 2024, driven by more data processing services[95](index=95&type=chunk)[96](index=96&type=chunk) [Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024](index=26&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202024) Net loss decreased in H1 2025 due to lower exploration and general and administrative expenses, despite increased equity method losses - Net loss attributable to common stockholders decreased by **$47.9 million** to **$54.4 million** (**$0.42** per share) in H1 2025 from **$102.3 million** (**$0.85** per share) in H1 2024[98](index=98&type=chunk) Exploration Expenses (H1 YoY Change) | Project (in thousands) | H1 2025 | H1 2024 | Change | | :--------------------- | :------ | :------ | :----- | | Santa Cruz, USA | $11,929 | $48,315 | $(36,386) | | Alacrán Project (Cordoba) | $7,691 | $6,754 | $937 | | Hog Heaven, USA | $1,267 | $5,837 | $(4,570) | | Tintic, USA | $1,185 | $7,201 | $(6,016) | | Project generation and other | $7,791 | $12,790 | $(4,999) | | **Total** | **$29,863** | **$80,897** | **$(51,034)** | - General and administrative expenses decreased by **$2.0 million** to **$21.3 million** in H1 2025, primarily due to a **$1.0 million** decrease in VRB administration costs and lower insurance expenses[98](index=98&type=chunk)[100](index=100&type=chunk) - Share of loss of equity method investees increased by **$2.8 million** to **$7.2 million** in H1 2025, mainly due to a **$3.4 million** increase in **loss from the Maaden Joint Venture** and a **$0.7 million loss from the VRB China Joint Venture**[98](index=98&type=chunk)[101](index=101&type=chunk) - Revenue from data processing services increased by **101% to $1.8 million** in H1 2025 from **$0.9 million** in H1 2024, consistent with increased services[103](index=103&type=chunk)[104](index=104&type=chunk) [Stock-Based Compensation](index=27&type=section&id=Stock-Based%20Compensation) The company granted stock-settled Restricted Stock Units and Performance Share Units in March 2025, with specific vesting and valuation details - On March 6, 2025, the company **granted 776,557 stock-settled Restricted Stock Units (RSUs)** with a **total fair value of $4.5 million**, vesting in three equal tranches over one year[106](index=106&type=chunk) - Performance Share Units (PSUs) were also granted on March 6, 2025, with a **target of 714,822 units** and a **total fair value of $5.1 million**, vesting on December 31, 2027, based on share price performance against a Base Metals Index[106](index=106&type=chunk) [Liquidity, Capital Resources and Capital Requirements](index=28&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Capital%20Requirements) The company expects recurring losses and negative operating cash flows, requiring additional financing to advance projects despite current cash sufficiency - The company has recurring net losses and negative operating cash flows, expecting to operate at a loss for the foreseeable future, with no revenue from mining projects[107](index=107&type=chunk) Cash Resources and Working Capital | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $88,050 | $40,971 | | Working capital | $77,100 | $35,900 | - As of August 5, 2025, the company believes it has **sufficient cash for at least the next 12 months**, but additional financing will be needed to advance projects, especially if a development decision is made for the Santa Cruz Copper Project[109](index=109&type=chunk) - A public offering in February 2025 generated **net proceeds of approximately $65.8 million** from the **issuance of 11,794,872 units**, each consisting of one common stock share and one warrant[122](index=122&type=chunk) - Cordoba repaid a **$10.0 million bridge loan** from JCHX in June 2025 using proceeds from JCHX's third installment payment for the Alacrán Project acquisition[123](index=123&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) No material changes to contractual obligations occurred in Q2 2025 outside the ordinary course of business since December 31, 2024 - No material changes to contractual obligations occurred in Q2 2025, outside the ordinary course of business, since December 31, 2024[124](index=124&type=chunk) [Off Balance Sheet Arrangements](index=30&type=section&id=Off%20Balance%20Sheet%20Arrangements) As of June 30, 2025, the company had no off-balance sheet arrangements likely to materially affect its financial condition or results - As of June 30, 2025, the company was not involved in any off-balance sheet arrangements likely to have a material effect on its financial condition, results of operations, or liquidity[125](index=125&type=chunk) [Related Party Transactions](index=30&type=section&id=Related%20Party%20Transactions) Related party transactions are detailed in Note 13 of the consolidated financial statements - Related party transactions are detailed in Note 13 of the consolidated financial statements[126](index=126&type=chunk) [Critical Accounting Estimates](index=30&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates include mineral interest recoverability, stock-based compensation, and income taxes, involving significant management judgment - Critical accounting estimates include the recoverable value of exploration mineral interests, stock-based compensation, and income taxes, which involve significant management judgment and assumptions[128](index=128&type=chunk)[129](index=129&type=chunk) - The recoverability of mineral interests is subject to market factors (commodity prices), exploration results, and geopolitical circumstances, which could materially impact financial statements[130](index=130&type=chunk) - Stock-based compensation for PSUs is valued using a Monte Carlo model, requiring subjective assumptions like **expected volatility (63.4%)**, **expected life (2.75 years)**, and **risk-free interest rates (USA 4.0%, Canada 2.6%)**[131](index=131&type=chunk) - Income tax estimates involve determining deferred tax assets and liabilities and unrecognized tax benefits across multiple jurisdictions, with realization of deferred tax assets contingent on future taxable income[132](index=132&type=chunk)[134](index=134&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, specifically interest rate risk and foreign currency risk, and their potential financial impact - The company has both fixed-rate debt (convertible bond at **8.0%** per annum) and variable-rate debt (secured promissory note at U.S. prime plus **1%** for Santa Cruz land acquisition)[136](index=136&type=chunk)[137](index=137&type=chunk) - A hypothetical **100 basis points** adverse movement in the prime rate would **increase interest expense and net loss by approximately $0.1 million** for Q2 2025 and **$0.2 million** for H1 2025[139](index=139&type=chunk) - The company is exposed to foreign currency risk, particularly for operating expenditures in Colombia (Colombian Pesos) and Canada (Canadian dollars)[140](index=140&type=chunk) - A **10%** depreciation or appreciation of Colombian Pesos or Canadian dollars against the U.S. dollar would result in an **approximate $0.1 million decrease or increase** in the company's net loss for the six months ended June 30, 2025[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management, including the principal executive and financial officers, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025[145](index=145&type=chunk) - It was concluded that the disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[145](index=145&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[146](index=146&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section discloses ongoing legal proceedings, including a criminal lawsuit and a class action claim involving Cordoba Minerals Corp - Cordoba is involved in a criminal lawsuit filed in late 2018/early 2019 against nine former Colombian management members for alleged breach of fiduciary obligations, abuse of trust, theft, and fraud[150](index=150&type=chunk) - Cordoba is also a defendant in a class action claim by the Alacrán Community seeking an injunction against Cordoba's operations and against authorities' declaration of illegal mining activities[150](index=150&type=chunk) - The outcome of the class action is uncertain, and a resolution against Cordoba could have a material adverse effect on its business, results of operations, financial condition, and prospects[150](index=150&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, noting no material changes except for new risks related to tariffs, trade restrictions, and international trade policies - No material changes to risk factors were reported, except for the addition of risks related to tariffs, trade restrictions, and changes in international trade policies and regulations[151](index=151&type=chunk)[152](index=152&type=chunk) - New tariffs, trade restrictions, and changes in trade policies since February 2025 may adversely impact the company's operations, financial performance, and outlook[152](index=152&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms that there were no unregistered sales of equity securities during the three months ended June 30, 2025 - There were no unregistered sales of equity securities during the three months ended June 30, 2025[153](index=153&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[154](index=154&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including corporate governance documents, commercial agreements, and certifications - Exhibits include the Amended and Restated Certificate of Incorporation, a Commercial Sale Offer and Purchase Order, certifications from the Principal Executive and Financial Officers (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[155](index=155&type=chunk) Signatures